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HomeMy WebLinkAboutContract 40210 (2)City Secretary Contract No. A2 10 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and UNIQUE MANAGEMENT SERVICES, INC., ("Consultant"), an Indiana Corporation acting by and through Nicole Atkins, its duly authorized President & CEO. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of providing fine collection and material recovery services for the Fort Worth Public Library. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon the last date executed by all parties ("Effective Date") and shall expire one year from that date, unless terminated earlier in accordance with the provisions of this Agreement. The City may renew this Agreement, solely at its option, for four additional one year periods. The City shall provide Consultant with at least thirty (30) days written notice if it intends to exercise its option(s) to renew. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $230,000.00 in accordance with the provisions of this Agreement. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. s— — fi CITY SECRETARY Form Services Agreement F VORTH, TX Unique Management Services, Inc. - Page 1 of 9 City Secretary Contract No. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGI;T TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents. servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, Form Services F;c;ree:;rten; Uniuuc tsar,agernerk Servics5, It�c. Pay2 Z of J City Secretary Contract No, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD. HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software in accordance with this agreement. Consultant shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. if the software or any part +,hereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software; or (b) modify the software to make it non - infringing, provided that such modification does not materially adversely affect City's authorized use of the software; or (c) replace the software with equally suitable, compatible, and functionally equivalent non -infringing software at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this agreement and refund to City the payments actually made to Consultant under this agreement. <srrt �,;,rv;re!�c,ra=ement I,laiiiue P:iar:dut>:'ttent Serdices, Ittc Wage :i of U City Secretary Contract No. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with certificates) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation -Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be writter; as follows: Workers' Compensation and Employers` Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee f=�>;,,7 Services f�nre::R?ent tJ:,:r,ue Patai�agement Services, I��c. r'-'age 4 of 9 City Secretary Contract No. (d) Technology Liability (Errors & Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b} The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth,, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current AI Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. Fr,rrn Servi;�es F;c;reemert Uniaife P�ar7aaeinertt Services, Inc. Page b or 9 City Secretary Contract No. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth Attn: Purchasing Department 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8224 TO CONSULTANT: Name: Unique Management Attn: Melissa Fenton Address: 119 East Maple Street Jeffersonville, IN 47130 Facsimile: 14. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 15, uOVERNMEhJTAL POWERS. It is understood and agreed that by execution surrender any of its governmental powers. 16. NO WAIVER. of this Agreement, the City does not waive or The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Font, .Sewices A;��eemer�t aRc'3�e1i?8ilf Services ffC. Page 6 of 9 City Secretary Contract No. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the iriternal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreemen legality and enforceability of the impaired. 19. FORCE MAJEURE. t is held to be invalid, ii(egal or unenforceable, the validity, remaining provisions shall not in any way be affected or The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS /MODIFICATIONS / EXTENSTIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, �rrhich is executed by an authorized representative and delivered on behalf of such party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. �Inu�ue NiHnagemEtit Sert�i�„es, (nc Page 7 of 9 City Secretary Contract No. 24. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 25. NETWORK ACCESS. If Consultant requires access to the City's computer network in herein, Consultant shall execute the Network Access Agreement Exhibit "B" and incorporated herein for all purposes. r=rrrr Services Ayre�rt�ert Ursique RrlanaGeanent 5eraices. ire gage 8 ci order to provide the services which is attached hereto as CITY OF FORT WORTH: By: K=ren L. Montgomery Assistant City Mana Date: ATTEST: ^ _ City Secretar� r APPR�O/�V/E�D AS TO FORM AND LEGALITY B Assists t City Attorney CONTRACT AUTHORIZATION: M&C: P pl Lk I O :?, f' t7e✓Lt r5ed Date Approved: UNIQUE MANAGEMENT SERVICES, INC.: By: Name:1�IIC.�I� �#IILItiLS Title: 1�ieSIC%� LEM Gate: _ ATTEST: F=crrn Services AG�remerii Uriyue Fv7arayamer,t Services. �r1C. PayE 9 of 9 City Secretary Contract No. V OFFICIAL RECORD FT. miORTH, TX Ivlctnugenimt 1.J 1 V 1 U 1.. Services, Inc. a r v i v i s i o n Library: Fort Worth Public Library Address: 500 West 3rd Street City, State, Zip: Fort Worth, Texas 76102 Telephone: 817-871-7705 Fax: 817-87I J734 SF.R�'ICE We understand that we will be permitted to submit accounts up to three years past due. If the number of accounts to be processed is substantial, they may be submitted on a staggered schedule. Unique Management agrees to process these older accounts for the price/fees agreed upon with the Library (UMS has agreed to process these accounts for a contingency fee of 22.5% of all recoveries). The current guarantee will remain in effect for the clean up accounts even though they will be more than 60 days past due as long as the other parameters remain the same. Minimum balance may be lowered at anytime. All other terms and conditions of UMS' agreement with the Library will remain in effect. Library Representative Date Unique �vlanagement Set•vices Representative ate JNIQUE Se eTees; I C& D AGREEMENT NOTICE/BILL OUTSOURCING SERVICE Library: Fort Worth Public Librar}' Address: �00 West 3rd Street City, State, Zip: Fort Worth, Teas 76102 Telephone: 817-871-770� FaY: 87l-871-7734 SERVICE �Ve hereby agree to transfer patron account information to Unique Management Services for producing and sending notices and/or bills. We may withdraw accounts at any time. We warrant to Unique Management Services the accuracy of the information furnished to them on accounts submitted. Unique Management Services agrees to customize notices aadJor bills tailored to the requirements of the Library. Patron data files will be converted by Unique Management Services to minimize duplication so the same patron does not receive multiple notices and/or bills. Prior to sending the first notice, Unique Management Services will process patron data through the National Change of Address (NCOA) database to acquire new address information and thus minimize forwarding order expired returns. This is an optional addition to the overdue notice and bill service. A new address data file will be provided to the Library routinely in standard format to facilitate updating the Library database. We understand that we will be billed once per month for the previous mouth's total of notices and bills sent at the following rates: 50.575 per notice or bill sent plus an additional S.OS for each first notice sent to process patron data through the National Change of Address (NCOA) database to acquire new address information. Prices will be protected from any additional increases with the sole exception of any U.S. postal price increase, which Library agrees to pay. TERi\�f This Agreement ma}be canceled by either party upon 60 days written notice. Payment terms arc net receipt of invoice. Unique Management ties � ices agrees that, except as directed by the Library, it shall not at any tune during_ or alter the term ofthis Agreement disclose any confidential information to any person whatsoever. Lihrary `tcpreserrative D:itc NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and Unique Management Services, Inc. with its principal location at 119 East Maple Street, Jefferson, IN, 47130, ("Contractor"), 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"), Contractor wishes to access the City's network in order to provide collection and notice management services. In order to provide the necessary support, Contractor needs access to SirsiDynix Horizon Integrated Library System (ILS) collection and notice management software. The provider of the software interface between the Fort Worth Public Library's existing SirsiDynix Horizon ILS Software and Unique Management Services. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing collection and notice management services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Services are being provided in accordance with City Secretary Contract No, 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, empioyees or r4�preserrtatives may not share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's, use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Vertdor'�et,�:atk Arc. �_ ,� jrecntent Kev. t'�li)'">()(:9 Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City 's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSIONS) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions relating to this Agreement Contractor agrees that the City shall have access during normal working hours to all rIFacess a y CclntI to, facilities and shall be provided adequate and .appropriate v�lork space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. Unique Management Services, Inc. Rcv. I2�;�"'009 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. SeverabilitV. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law !Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division, 17. Signature Authority. The signature below of an authorized representative acknowledges that the Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein. ACCEPTED AND AGREED: CITY OF FO T WORTH: gy: 6tkz / Karen Montgomery Assistant City Man / Date: ATTEST: B`1- Marty Henn_!rix City Secretary APPROVED AS T.Q FORM AND L Assistant City Attorney M & C: none required !t`i!t'tU; jw :_. al •?it-,1 ...r'�., '1_ _cIi?l: , i? Unique Management Services, (nc. T UNIQUE MANAGEMENT SERVICES INC.: By: e: OFFICIAL R�DORD CITY SECRETARY FT WORTH, TX • • • Mayor and Council Communication COUNCIL ACTION: Approved on 4/20/2010 . ,�,� . _ �_ :�.. _.. �.P.. ,.� .� �. , .:, w_.�„ � �, a� Nr � n , ...:.... _ ,� s ..� ��. ,n _ �.� n ... r. v .., � . _ � ._ �,., . � , _. �.... �. m �,. a DATE: Tuesday, April 20, 2010 LOG NAME: 13P09-0289 LIBRARYCOLLECT-R REFERENCE NO.: C-24183(Revised) SUBJECT: Authorize a Sole Source Contract with Unique Management Services in Conjunction with SirsiDynix Collection Management Services Software for Debt Collection of Fines and Unreturned Library Materials for an Amount Up to $230,000.00 for the Library Department RECOMMENDATION: It is recommended that the City Council authorize a Sole Source Contract with Unique Management Services in conjunction with SirsiDynix Collection Management Services Software for debt collection of fines and unreturned library materials for an amount up to $230,000.00. DISCUSSION: In an effort to improve collection of delinquent fines and unreturned library materials, the Library ,presented Informal Report No. 8884 on October 16, 2007, to inform City Council of plans to initiate a 90 day trial period with Unique Management Services for recovery of material and fines of $25.00 or more when 80 days delinquent. Unique Management Services is the sole source provider of collection and notice management services in conjunction with the SirsiDynix Collection Management Software. SirsiDynix is the developer and provider of the Fort Worth Public Library's Integrated Library System (ILS) Software. The Contract allows submission of overdue library fines and lost materials in amounts of $25.00 or greater and 60 days overdue at $8.95 per transaction. A $15.00 service fee is added to all accounts turned over for collection and all unpaid accounts at 164 days past due are reported to the three credit bureaus. Unique Management Services guarantees that the $8.95 cost per account submitted would be offset by the amount of dollars received plus the value of the library materials returned. Overdue accounts were submitted beginning April 1, 2008. During the trial period, approximately 16,400 accounts were submitted totaling $1,694,910.00. Income in the amount of $174,567.00 was collected plus recovered materials estimated at a value of $97,875.00. This resulted in a total pilot program recovery of $272,442.00 at a cost of $146,780.00. The pilot program provided a net gain to the City of $125,662.00. Unique Management Services is the documented sole source provider of collection and notice management services in conjunction with the SirsiDynix collection management software. This Unique Management Services/SirsiDynix software interface is not available from any other source. The proprietary software utilized by Unique Management Services will interface with our existing Integrated Library System's Debt Collection module. The system safeguards citizens privacy and provides good stewardship of public property. PRICE ANALYSIS -There is no previous history for this type of service. The Library Department has reviewed the pricing and determined it to be fair and reasonable. In future years, the Library Department expects to recover approximately $152,684.00 per year in fees and materials at an estimated annual cost of $82,260.00 for each renewal year, an approximate net gain of $70,424.00 per year. Logname: 13P09-0289 LIBRARYCOLLECT-R Page 1 of 2 AGREEMENT TERMS -Upon City Council approval the Contract will begin April 20, 2010, and end April 19, 2011, unless terminated earlier in accordance with its terms. RENEWAL OPTIONS -This Contract may be renewed for up to four additional one year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because the purchase of goods or services is from sole source provider. FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the General Fund. FUND CENTERS: TO Fund/Account/Centers CERTIFICATIONS: Submitted for Cif Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS 1. MWBE.pdf (CFW Internal) 2. Sole Source Form.pdf (CFW Internal) FROM Fund/Account/Centers Karen Montgomery (6222) Lena Ellis (8517) Jack Dale (8357) Marilyn Jackson (8354) Logname: 13P09-0289 LIBRARYCOLLECT-R Page 2 of 2