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HomeMy WebLinkAboutContract 43647 (2)CITY SECRETARY CONTRACT NO. 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 Susan Alanis, its duly authorized Assistant City Manager, and BIBLIOTHECA ITG, LLC DBA BIBLIOTHECA, a Limited Liability Company, incorporated in the state of Delaware, and acting by and through Joseph Al Coalla, its duly authorized Chief Executive Officer, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A — Statement of Work plus any amendments or attachments 3. Exhibit B — Payment Schedule 4. Exhibit C — Milestone Acceptance Form 5. Exhibit D - — Inter -local Purchase 6. Exhibit E — Signature Authority Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of providing Radio Frequency Identification (RFID) products and implementation for Fort Worth Libraries and MetrOPAC partner libraries. 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 be effective as of September 26, 2012 ("Effective Date") and shall expire on September 25, 2013 ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial Term, this Agreement shall be renewable at the option of the City for four additional terms of one year each (each a "Renewal Term"). The City shall provide Consultant with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $353,200.00 for the Initial Term in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. For each Renewal Term, the City shall pay Consultant an amount not to exceed $353,200.00 for each Renewal Term, unless otherwise agreed to by the parties. 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 City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 1 of 17 OFFICIAL RECORD CITY SECRET'.} R Ft WO' Th, TX 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 90 days written notice of termination. 4 2 Non-annrooriation 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. 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. 5.1 Disclosure of Conflicts. 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. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees 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. 5.3 Unauthorized Access. 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 integi ity of any City information has been compromised or is believed to have been compromised, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure 6. RIGHT 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 City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 2 of 17 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, 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. A. LL4BILITY: CONSULTANT SHALL BE LL4BLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR 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. B. INDEMNIFICATION: 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) AND/OR 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 City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 3 of 17 OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. COPYRIGHT INFRINGEMENT - 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 and/or documentation 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 and/or documentation or any part thereof 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 t0 continue to use the software and/or documentation; or (b) modify the software and/or documentation t0 make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation 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. 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 certificate(s) 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 $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 4 of 17 $500,000 Bodily injury per occurrence $100,000 Property damage 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 written 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. (d) Technology Liability (Errors & Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following• (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language 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. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the City Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be 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 City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 5 of 17 (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 A M 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, wi then 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. (0 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. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself its pei sonal 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, of (3) received by the other party by United States Mail registered, return receipt requested, addressed as follows: City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 6 of 17 To The CITY: City of Fort Worth Attn Library Dii ector 1000 Throckmorton Fort Worth, TX 76102-6311 Facsimile (817) 392-8654 14. SOLICITATION OF EMPLOYEES. To CONSULTANT: Joseph Al Coalla Bibliotheca 5000 Miller Court East Norcross, GA 30071 877-207-3129 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. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any r ight 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. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the internal 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 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. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agr eement, 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. City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 7 of 17 Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agieement. 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. 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, which 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. 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 propel order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto may be executed by any authorized representative of Consultant whose name title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 25. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument 26. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. 27. MILESTONE ACCEPTANCE. City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 8 of 17 Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City s acceptance will not be unreasonably withheld 28. NETWORK ACCESS. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section ' Consultant Personnel"), requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the City's Network Access Agreement. 29. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 30. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4 2, if either City or Consultant has a claim dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party s specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 9 of 17 that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Eithei party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction fot a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. [SIGNATURE PAGE FOLLOWS] City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page l0 of 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 24t1' day of September, 2012. CITY OF FORT WORTH: BIBLIOTHECA ITG, LLC DBA BIBLIOTHECA: rna-fils2 By:t Lparles W. Daniels Assistant City Manager Date: Of. 28, It ATTEST: By: 1 Mary JLIK�a�y�s'er City Secretary APPROVED AS TO FORM AND LEGALITY: MaleshiaB. Farmer Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 2-t?5fl? Date Approved: � /.f23J 1 Z" City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 11 of 17 On behalf of Al Coalla, CEO: By:C e: Jef Title: +` ie = id .-Fi41-artce Date: September 26, 2012 ATTEST: By: aeGic--&Th Name: Rac el Schildgent Title: Bids & RFP Manager OFFICIAL E©ORf CITY SEcRETWflf EXHIBIT A STATEMENT OF WORK Pi ofessional Services Bibliotheca will perform the mutually agreed upon products and services for Customer described in the product pricing established project timeline implementation plan and training plan. Either Party may propose a change order to add to reduce or change the work ordered in the SOW. Each change order shall specify the change(s) to the services or deliverables and the effect on the time of performance and on the fees owed to Bibliotheca, due to the change. Project Management Bibliotheca shall be responsible for securing, managing, scheduling, coordinating and supervising Bibliotheca personnel, including its subcontractors, in performing the Services. Customer shall provide Bibliotheca with good faith cooperation and access to such information, facilities, personnel and equipment as may be reasonably required by Bibliotheca in order to provide the Services, including, but not limited to, providing seem ity access, information and software interfaces to Customer's applications, and Customer personnel, as may be reasonably requested by Bibliotheca from time to time. Customer acknowledges and agrees that Bibliotheca's performance is dependent upon the timely and effective satisfaction of Customer's responsibilities hereunder and timely decisions and approvals of Customer in connection with the Services. Bibliotheca shall be entitled to reasonably rely on all decisions and approvals of Customer. Bibliotheca may subcontract or delegate any work under any SOW to any third party without Customer's prior written consent, provided however that Bibliotheca shall provide Customer with 30 days advance written notice of such subcontract or delegation and Bibliotheca shall remain responsible for the performance, acts and omissions of any such subcontractors. Customer s data must be provided to Bibliotheca in a format approved by Bibliotheca or additional charges will apply. For installation of the System, Customer shall ensure that Bibliotheca assigned technical personnel are able to access the System remotely. Customer shall be responsible for providing access through any security measures it deems necessary. Bibliotheca shall work with Customer to ensure that access is sufficient for installation purposes System means the total complement of hardware and Software furnished and maintained by Bibliotheca. Licenses All intellectual property rights including all copies thereof in any Bibliotheca products and the results of the services including (without limitation) all deliverables and all Intellectual Property. Bibliotheca giants Customer, upon full payment of the applicable fees a personal, nontransferable, nonexclusive, irrevocable license to use the software solely for its own internal business needs. DUTIES OF BIBLIOTHECA 1. Bibliotheca agrees to provide the products and services (hereinafter collectively referred to as the ` Work') as listed in its quotation (Attachment 1). 2. Except where explicitly noted and agreed to by the Customer upon receipt of proper waivers, Bibliotheca will comply with all local laws, ordinances and regulations bearing on the performance of the Work. Additional Information on RFID Solutions for Fort Worth Libraries can be found at www. bi bliotheca.com. 3. Bibliotheca shall enforce good order and discipline among its employees and subcontractors, if any, and shall keep work areas reasonably free from waste materials and rubbish resulting from its operations. City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 13 of 17 4. Bibliotheca shall deliver products and perform its services as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. 5. Bibliotheca will compensate all company employees and subcontractors, if used, for all work peifoimed in the execution of the project. 6. Bibliotheca will have the authority to act on behalf of the Customer only to the extent provided in this Agreement unless otherwise modified by written instrument. 7. Bibliotheca will supply Customer with written invoices according to the payment schedule specified in the Agreement or if not specified, following shipment of products to the Customer Unless otherwise stated and agreed to in writing, Bibliotheca is not responsible for the collection or payment of any duties, excise, sales, use property, retailers, occupation, business, or similar tax. The amount of any such taxes which are payable in accordance with the provisions of any statute or i ules, regulations or decision of any taxing authority, will be paid by the Customer. 8. Bibliotheca agrees that title to all Work covered by an invoice for payment will pass to the Customer upon receipt of such payment. 9. Bibliotheca warrants products in accordance with the warranty attached to this Agreement (Attachment 2). 10. Bibliotheca agrees to support and maintain products during the first year of operation in accordance with document entitled "Annual Maintenance and Support for Bibliotheca Products" (Attachment 3). 11. Following the first year, Bibliotheca agrees to continue to support and maintain products supplied under this Agreement for the period(s) specified in the Maintenance and Equipment Lifecycle Policy (Attachment 4), on a year by year basis, contingent upon the Customer's payment in advance for such support and maintenance. 12. Bibliotheca represents that in the performance of the work duties, and obligations assumed by it under this Agreement that it is acting and performing as an independent contractor and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the Customer. 13. Bibliotheca agrees to indemnify and hold harmless Customer from all claims and suits for loss of or damage to property, including loss of the use thereof, or injuries including death to persons, and from all judgments recovered therefore and from all expense in defending said claims or suits, including court costs, attorney fees and other expenses, caused by an act or omission of Bibliotheca and/or its subcontractors, their respective agents, servants and employees working on the project and not caused by the fault or negligence of the Customer. 14. Without limiting its liability under this Agreement, Bibliotheca will maintain at its expense during the life of this Agreement Workman's Compensation insurance as mandated by law comprehensive General Liability insurance in amounts no less than: Bodily Injury Each Person - $1,000,000 Bodily Injury Each Occurrence - $2,000,000 City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 14 of 17 Property Damage Each Occurrence - $1,000 000 Technology Liability (Errors & Omissions) Each Occurrence - $1,000,000 Customer will be named as an additional insured and noted as such on each policy. DUTIES OF CUSTOMER 1. Customer will inspect all products immediately upon delivery, but not later than five (5) business days, noting damage to external packaging and/or contents on the delivery receipt or bill of lading. Customer will immediately notify Bibhotheca of such damage. Customer understands that failure to immediately report damage may result in the inability to file claims with the shipper or insurance companies. Damages not covered as a result of the Customer's failure to examine or report are the full responsibility of the Customer. 2. Customer will issue to Bibliotheca purchase orders in writing for the products and services listed in Attachment 1, noting desired delivery dates that will not be earher than 60 (or other) days following receipt of the purchase order by Bibliotheca. 3. Unless noted otherwise on the purchase order, Customer will be prepared to receive products from the date of its purchase order. The specific date for delivery and commencement of installation shall be agreed upon in consultation between the Customer and Bibliotheca. Should the Customer due to delays in construction or for any other reason, not be prepared to accept delivery on or before the stated desired delivery date on the purchase order, Bibliotheca will delay without penalty the shipment of product for up to two weeks following that date as long as no cost -incurring changes are required in the Bibliotheca technician's installation schedule. 4. Customer will accept delivery of products delivered to its truck high dock during normal business hours If Customer does not have a truck high dock or can accept deliveries only during specified hours, it must note these and any other special delivery requirements on its purchase order. The absence of a truck high dock and the presence of special delivery costs may result in increased delivery costs, for which the Customer will be fully responsible. 5. Customer will remit payment in U.S. Dollars to Bibliotheca in no more than 30 days following the date of invoice. Interest will accrue on the amount due at the rate of two percent (1%) per month for each full calendar month or part thereof during which such amount shall be outstanding such interest to commence to accrue on the fifteenth (15th) day after such amount is due and payable. If this interest rate exceeds the maximum interest rate permitted by law, then the interest payable shall be at such maximum permissible rate. 6. Customer is a tax exempt entity and shall provide Bibliotheca with a valid tax exemption certificate or similar document in form satisfactory to Bibliotheca. 7. Customer will remit payment for supplies and accessories (e.g. RFID tags, cover labels, receipt paper, and other items that are not part of the core system(s)), in accordance with Section 5 above. City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 15 of 17 EXHIBIT B PAYMENT SCHEDULE Customer will provide payments within 30 days of installation of equipment at each site. Equipment is expected to be delivered and installed according to the proposed schedule. Fort Worth Library Proposed Product Quantities and Implementation Schedule BRANCHES Southwest Summerglen Ridglea Central (Collection Mgmt Div.) East Regional Shamblee Northside Diamond Hill Riverside East Berry Seminary Wedgwood eSkills Central BOLD COOL TOTALS Staff CKO/CKI Stations (antenna and software) 6 6 6 8 6 6 6 6 6 6 6 6 6 6 I Self - Checks w/ credit card processing Include Unlockers 5 3 3 3 3 3 3 3 3 3 3 3 Mobile Staff Station (Conversion Tagging, Shelf reading wand, Circulation applications) 1 1 1 1 1 1 1 1 1 Security Gates AMHS (Automated Materials Handling) Double Single 3- 5- 7- gate gate Bin Bin Bin FYZ 1 1 1 4 1 1 1 1 1 1 7 1 13 1 Book Drops Used w/ AMHS No equipment is anticipated for the branch, only conversion tagging No equipment is anticipated for the branch, only conversion tagging City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 12 of 17 u 1 2 1 1 EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered: Milestone / Deliverable Ref. #: Milestone / Deliverable Name: Unit Testing Completion Date: Milestone / Deliverable Target Completion Date: Milestone / Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Consultant: Approved by City Department Director: Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 13 of 17 EXHIBIT D INTER -LOCAL PURCHASE To the full extent permitted by local state, and federal law, the prices, terms and conditions of this agreement, in part or in whole, may be extended to other similar governmental and non -governmental bodies ( `entity" or "entities") without restriction and without additional compensation. The aforementioned entities may or may not be affiliated with the parties to this agreement through a purchasing cooperative, inter -local participation agreement, consortium, or other cooperative agreement designed to extend contractual terms agreed to by any one member to all members of the cooperative group. In the event another entity contracts with Consultant pursuant to this Agreement, the City will not be responsible for payments for services provided to any entity. City of Fort Worth RFID Agreement with Bibliotheca ITC, LLC Page 14 of 17 Contract and Attachments - Fort Worth Public Library bibik theca Attachment 2: One Year Limited Warranty Bibliotheca warrants that the equipment provided in conjunction with any Bibliotheca developed and supplied system(s) to be free from factory defects for a period of one year from the date of installation. This limited warranty does not extend to any Bibliotheca product which, in the sole judgment of Bibliotheca has been subjected to abuse, misuse, neglect, improper installation, or accident, or any damage due to use or misuse produced from integration of the products into any mechanical, electrical, or computer system. Further, any abuse, misuse, neglect, improper installation, accident, enhancement, modification, alteration or change made without Bibliotheca's written consent will invalidate Bibliotheca's Limited Product Warranty. In the event that it is determined the equipment failure is covered under this warranty, Bibliotheca shall, at its sole option, repair or replace the piece of equipment with functionally equivalent or better equipment and return such repaired or replaced equipment without charge for service or return freight. This limited warranty, except as to title is in lieu of all other warranties or guarantees, either express or implied, and specifically excludes, without limitation, warranties of merchantability and fitness for a particular purpose under the uniform commercial code, or arising out of custom or conduct. The rights and remedies provided herein are exclusive and in lieu of any other rights or remedies. In no event shall Bibliotheca be liable for any indirect or consequential damages, incidental damages, damages to person or property, or other damages or expenses due directly or indirectly to the purchased equipment, except as stated in this warranty. In no event shall any liability of Bibliotheca exceed the actual amount paid to Bibliotheca for a specific piece of equipment involved in the incident. Unless specifically contracted otherwise, Bibliotheca warranty service is provided under the terms and conditions of Bibliotheca's standard yearly support and maintenance agreement with the exception of any reference to software updates. www.bibliotheca.com Contract and Attachments - Fort Worth Public Library biblic theca ttnrhmPrt 1' Terms and Conditions of Sunport and Maintenance These Terms and Conditions of Support and Maintenance are evergreen in nature and do not expire. The Customer or Bibliotheca may terminate this agreement at any time for any or no reason. Billing cycle for Support and Maintenance will be on an annual basis beginning with the anniversary date of the first shipment of equipment or software to the Customer. Billing for Support and Maintenance for products shipped after the first shipment will be pro -rated in such a manner to insure that all products remain co -terminus. (A) Coverage. Bibliotheca will provide Customer support and maintenance services on an annual basis subject to Bibliotheca's Equipment Lifecycle Policy and payment of the annual Product Support and Maintenance Fee. The following services will be provided during the period covered as described below: With the exception of consumable supplies (e.g print ribbons) and parts with specified limited u sage life spans (e.g. printer heads), Bibliotheca will repair or replace hardware components unless such failure is caused by the Customer, as determined by Bibliotheca in consultation with the Customer. Replacement parts, be they new or refurbished, will be equal to or better than the parts being replaced. Replacement parts will be provided on an exchange basis. End of Support (EOS) for Hardware products is specified in the attached document entitled Bibliotheca Maintenance and Equipment Lifecycle Policy. In the event that the Customer reports material bugs or defects in the Software, Bibliotheca shall u se commercially reasonable efforts to correct or replace the Software or provide the services n ecessary to remedy any programming error attributable to Bibliotheca that significantly affects the functionality of the Software. Bibliotheca shall provide points of contact for Customer to report Product problems, failures, and d efects and to request Product changes and enhancements. Only those individuals specifically d esignated by the Customer shall contact Bibliotheca in regard to such matters and Bibliotheca is n ot obligated to respond to any other employees except those specifically designated. Bibliotheca shall provide the maintenance and support services during the service period by telephone, facsimile, email, modem, on site visit or any other means which its deems appropriate, at its sole discretion, to adequately provide those services. Bibliotheca shall be responsible for outbound shipping costs of products and components covered u nder this agreement The Customer is responsible for shipping costs of products and components that are returned to Bibliotheca for replacement or repair. As a part of this agreement, Bibliotheca shall supply Customer any and all updates, improvements, and modifications to the Licensed Programs that Bibliotheca makes available to its licensees generally without charge provided that Bibliotheca reserves the right to charge separately for new o ptions or new applications that, in the discretion of Bibliotheca, constitute a new software product. Such updates, improvements, and modifications shall be provided to the Customer within the framework of periodic official releases. Software support will be limited to the two most recently d istributed releases. www.bibliotheca.com Contract and Attachments - Fort Worth Public Library biblic theca sat Maintenance services to be provided by Bibliotheca under this Agreement do not include: -- Correction of errors arising from changes, alterations, additions, or modification by persons other than the employees or agents of Bibliotheca or caused by the operation of the Product other than in accordance with the operating specifications. -- Correction of errors arising from the fault, neglect, misuse, or omission of the Customer or its servants, agents, contractors, invitees, or any other person whether or not that person is under the control or direction of the Customer. -- Rectification of errors or defects caused by the incorrect or unauthorized use, modification, revision, variation or translation of the software by the Customer or its servants, agents, contractors, or invitees. -- Repair of damage arising from the failure or surge of electrical power, fusion, fire, air conditioning malfunction, damage caused in transportation, or any other environmental factor or cause other than a cause arising from normal use of the Product. -- Correction of errors caused by the use of computer programs not licensed by Bibliotheca for use by the Customer. (B) Assignment of Warranties on Hardware Products. In addition to Bibliotheca's obligations under the Maintenance Agreement, Bibliotheca hereby assigns to the Customer all rights of Bibliotheca under any manufacturer's warranties applicable to Hardware Products purchased under this Agreement to the extent such assignment is permitted under such warranties. Such assignment will be effective upon payment of the Total Purchase Price and all other charges invoiced for the shipment of the Products Except as provided hereunder or pursuant to an executed Maintenance Agreement, Bibliotheca shall have no obligation to provide maintenance support or other services for Hardware Products purchased under this Agreement. (C) Limitation on Services. Notwithstanding the above, in the event that Customer or any third party enhances, modifies, alters, or otherwise makes any change to the Products without the prior express written consent of Bibliotheca, Bibliotheca shall have no obligation whatsoever to provide maintenance or support of such Products at any time after such enhancement, modification, alteration, or change. Notwithstanding anything herein to the contrary, Bibliotheca's obligation to provide maintenance and support for the Licensed Programs shall extend only to the most recent version and the next most recent version of the Licensed Programs provided to Customer. (D) Upgrades. The information technology industry is very dynamic and marked by frequent product replacement and upgrades. With respect to hardware and third party software, Customer retains the responsibility for the costs of purchase and installation of said upgrades necessary to maintain the functionality of system. (E) Customer Obligations. During the term of this Agreement: Customer shall provide Bibliotheca with sufficient documentation, information, assistance, support, and test time on Customer's computer system to duplicate any reported problems, certify that the www.bibliotheca.com Contract and Attachments - Fort Worth Public Library bibik theca problem is with the Products, and certify that the problem has been corrected. Bibliotheca will be provided with remote access to systems to aid the troubleshooting and repair process. Customer shall designate specific employees who will be trained in all aspects of the products, including trouble shooting. These, and only these employees, may contact Bibliotheca for matters related to this Agreement. Customer shall perform problem definition activities and any remedial or corrective actions as described in the Licensed Programs customer manuals and other system documentation provided to Customer by Bibliotheca prior to seeking assistance from Bibliotheca. Customer is responsible for performing scheduled preventative maintenance as per product specifications. Customer shall provide Bibliotheca's Maintenance personnel with proper and safe access to the equipment and software at all requisite times for the purpose of providing the maintenance services. Customer will provide Bibliotheca with at least 30 days written notice of the Customer's intention to move the equipment to a location other than the premises. Agreed upon on the 26th day of September, 2012. Signature below indicates agreement to all written terms: BIBLIOTHECA ITG, LLC DBA BIBLIOTHECA Signature: . Name: Jeff Carey —' Title: Vice President, Finance Signed on behalf of Al Coalla, CEO Date: September 26, 2012 CITY OF FORT WORTH Signature: 14_Lit't' "ata4,> Name: die tr< biPAilift;t_ Title: knir oft' aga Date: Ot gis �Z • APPROVED AS TO FORM AND LEGALITY: t iM ett -. -ea a Attested by: 171(2 r� Mary Jo Ka Cfty Secie u: Lfactillettlialallallani 1 ■ r'•' fl 1 1 www.bibliotheca.com Contract and Attachments - Fort Worth Public Library biblic theca Aft rhment 3 Appenrii software License Agreement Bibliotheca ITG, LLC, a Delaware Corporation having its principal offices at 5000 Miller Court East, Norcross, Georgia, 30071 ("VENDOR") hereby agrees to grant City of Fort Worth, with principal offices at 1000 Throckmorton St., Fort Worth, TX 76102, ("CITY") and hereby agrees to accept the following licensed rights and limitations ("LICENSE") for CITY's use of VENDOR provided software. 1. Software Software, under the terms and conditions of this LICENSE (referenced hereinafter as "Software"), means any of the following components provided to CITY by VENDOR: (a) Any computer programs provided by VENDOR, either consisting of a set of instructions, calculations and/or statements loaded in a computer (or a device which incorporates a computer) or recorded on a computer readable medium for loading in a computer; (b) Supportive instructional/reference materials such as: training materials, manuals, on -screen tutorials, and other computer program relevant materials whether on paper or computer readable media ("Documentation"); and (c) Any new release, update, upgrade, enhancement, addition, supplement, modification of a program or additional VENDOR Software and/or its Documentation provided by VENDOR, subsequent to the initial delivery, that is not licensed by specific reference under a mutually agreed upon separate license agreement. 2. Grant of License VENDOR hereby grants CITY and CITY hereby accepts a non -transferable, non-exclusive license, under applicable copyrights and/or trade secrets, to use VENDOR -provided Software only on the specific computer(s) for which it was registered and delivered to CITY. All Software (other than Documentation) will be provided by VENDOR to CITY in machine-readable object code only. CITY acknowledges that it does not acquire any rights of title or ownership in the Software (including Documentation) and agrees that all proprietary rights to the Software shall at all times remain with VENDOR or its relevant third -party provider. CITY may, for its internal use only, print or otherwise reproduce VENDOR -developed Documentation if all included VENDOR markings, e.g. trademarks, copyrights and statements of confidentiality, are included on each copy CITY acknowledges and agrees that any third party documentation supplied by VENDOR, which is marked as copyrighted and/or confidential, shall not be copied or reproduced in any manner. 3. Term of LICENSE This LICENSE shall remain in force from the date of delivery and continue until CITY ceases all use of the Software or CITY's licensed rights are terminated for cause. CITY acknowledges and agrees that if this Agreement terminates for any reason, all of CITY's licensed rights to the Software (including Documentation) are relinquished and, within five business days thereafter, CITY (at VENDOR's option) will either deliver to VENDOR or destroy the original and all copies of the Software including its Documentation. Upon VENDOR's request, CITY agrees to certify to VENDOR in writing its full compliance with this provision. 4. Assignment www.bibliotheca.com Contract and Attachments - Fort Worth Public Library bibik theca This License and any rights granted herein shall not be transferred, sub -licensed or assigned to any third party without the prior written consent of VENDOR. 5. Termination If CITY neglects or fails to pay the specified license fees, or fails to adhere to any of its obligations hereunder, this license may be immediately terminated by VENDOR for cause. 6. Security and Limitations of License CITY acknowledges and agrees that: (a) All Software and upgrades of Software (including its Documentation) which are provided to CITY by VENDOR, contain proprietary copyrighted, trade secret and/or confidential information of VENDOR or its relevant third -party provider; (b) CITY shall not decrypt, reverse engineer, reverse compile, modify or create derivative works of the Software; (c) CITY and its employees shall take all reasonable precautions to safeguard and hold all Software, including upgrades, additions and enhancements, in confidence, at least to the same extent that it protects its own most valuable confidential information; (d) If CITY violates this LICENSE or does not pay the agreed upon licensing fees, VENDOR will have all of the rights provided herein and available under law, including the right to injunctive relief; (e) If any other communication, agreement or purchase order conflicts with, or may affect interpretation of, the understandings set forth herein, this LICENSE shall control as the singular expression of licensed rights. This Agreement shall be governed by the laws of the State of Texas. CITY acknowledges that it has read and understands the rights and limitations of this License agreement. For CITY OF FORT WORTH Signature: �� ,� Name: fiiifi e_a ve(tee Title: t</ifrfr e/%Vt4JM0 Date: Of. 2 stet i rktt 0 11 APPROVED AS TO FORM AND LiGAL JTY: .attested by: /71( • I n 1p11 1 Maxy So Xa3rs'e9 City Socretary www.bibliotheca.com Contract and Attachments - Fort Worth Public Library biblic theca Attachment 4: Maintenance and EquipmAnt Lifecycle Policy The purpose of the Maintenance and Equipment Lifecycle Policy is to set product End of Support (EOS) expectations. The information technology industry is very dynamic and marked by frequent product obsolescence. In order to protect customer investment in their system, EOS dates and options should be clearly understood. This policy is available to customers who have kept their equipment under continuous coverage of a maintenance agreement. Bibliotheca will maintain product support under the following terms. For All Products but Security Pedestals EOS for these hardware products is set at six years (one year warranty plus five years support agreement) . Prior to EOS, customer and Bibliotheca should do an evaluation to determine if continued support is possible. If so, the maintenance agreement will be renewed for a specific period of time as agreed by the two parties. On EOS date, customer has a number of options available. Support will be made available on a best effort, per incident basis, at the then current labor rates. All efforts will be made to affect repairs on said equipment, but results may be limited by availability of parts or inventory. Bibliotheca offers a convenient program that allows customers to upgrade their equipment to the current levels at a 35% discount. This upgrade along with a renewed maintenance agreement will reset the clock for an additional five years. This program will be made available well in advance of the EOS date should customer decide to keep equipment current throughout the life of their system. Automated Materials Handling In the case of smartsortTM 100 Automated Materials Handling solutions, EOS is set at eleven years (one year warranty plus ten years support agreement) . Security Pedestals EOS for these hardware products is set for eight years (one year warranty plus seven years support agreement) . Prior to EOS, customer and Bibliotheca should do an evaluation to determine if continued support is possible. If so, maintenance agreement will be renewed for a specific period of time. On EOS date, customer has a number of options available. Support will be made available on a best effort, per incident basis, at the then current labor rates. All efforts will be made to affect repairs on said equipment, but results may be limited by availability of parts or inventory. Bibliotheca offers a convenient program that allows customers to upgrade their equipment to the current levels at a substantial discount. This upgrade along with a renewed maintenance agreement will reset the clock for an additional seven years. This program will be made available well in advance of the EOS date should customer decide to keep equipment current throughout the life of their system. RFID Tags Bibliotheca guarantees its tags for the life of the items to which they are affixed. Should the Library find a tag that is inoperable, we will gladly replace it, free of charge. www.bibliotheca.com EXHIBIT "C" ORTIF CITY OF FORT WORTH VERIFICATION OF SIGNATURE AUTHORITY Name of Company: Bibliotheca ITG, LLC Legal Address: 5000 Miller Court East, Norcross, GA 30071 Services to be provided: Online grants research and management services Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. f\ 1. Name: Alippalla P osition := I:irector of Sales wir S ignature 2 Name: Shai Robkin P osition: CEO r Signature 3. Name: Jed, Core, Position: � ce Pr E ct S ignature Name: itY Signature of President / CEO Name: Shai Robkin Date: August 20, 2012 11/4 en �-,ti�C, rl c M&C Review Page 1 of 2 Official site of the City of Fort Worth, Texas FORT%MJRTII CITY CouNcll AGENDA DATE: 9/25/2012 REFERENCE NO.: **C-25878 LOG NAME: 84BIBLOTHECA RFID CODE: C TYPE: CONSENT PUBLIC NO ® HEARING: SUBJECT: Authorize Execution of an Agreement with Bibliotheca ITG, LLC, to Provide a Radio Frequency Identification Solution for Multiple Library Locations Throughout the City in the Amount of $353,200.00 for the First Year (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of an Agreement with Bibliotheca ITG, LLC, to provide a radio frequency identification solution for multiple library locations throughout the City in the amount of $353,200.00 for the first year. DISCUSSION: This Agreement will be used to purchase Radio Frequency Identification (RFID) equipment, software, licenses, warranty, implementation, technology services and ongoing maintenance and support to provide improved customer service and more efficient operations. The items included with RFID technology are: self -check kiosks and payment stations for library patrons, automated sorting system to streamline material handling, book drops for returned materials, staff stations to check materials in and out, security gates, RFID tags for library materials and associated software and equipment. With the implementation of RFID, customers will have the option to check their own materials in and out at 14 library locations across the City of Fort Worth (City). The Northwest Branch Library has operated as a pilot site with RFID technology since it opened in October 2010. The proposed timeline provides for a phased in implementation at three branch libraries per year. This Agreement will also make these RFID services available at the same pricing discount to the Library's six MetrOPAC partners that participated in the evaluation process: Benbrook, Burleson, Haltom City, Keller, Richland Hills and Watauga. RFP ADVERTISEMENT - The Request for Proposals (RFP) No. 12-0160 was advertised in the Fort Worth Star -Telegram on April 18, 2012, April 25, 2012, May 2, 2012 and May 9, 2012. Thirteen vendors were solicited from the Purchasing Vendor database. On May 31, 2012, six proposals were received in response to the RFP. The proposals were evaluated by a committee consisting of Staff members from the Fort Worth Library and six MetrOPAC partner libraries. The committee ranked the proposals based on the evaluation criteria, including extent of the offer to meet the needs of the City, corporate experience, qualifications, references, service, warranty and price. The Bibliotheca solution was selected as the most beneficial overall solution for the City, considering the relative importance of price and the other factors included in the RFP. 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 sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERMS - Upon City Council approval, the Agreement will begin on September 26, 2012 and expire on September 25, 2013. ADMINISTRATIVE CHANGE ORDER - An Administrative Change Order or increase may be made by the City Manager in the amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. RENEWAL OPTIONS - This Agreement may be renewed for up to four successive one year terms at the City's options. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligation during the renewal terms. http://www.foitworthgov.org/council_packet/mc review. asp?ID=173 95 &councildate=9/2... 9/21/2012 M&C Review Page 2 of 2 FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the General Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GG01 531530 0841000 $210 200 00 GG01 531450 0841000 $143.000.00 Submitted for City Manager's Office by: Charles Daniels (6183) Originating Department Head: Gleniece A. Robinson (7706) Additional Information Contact Sheila Scullock (7706) ATTACHMENTS http://www.fortworthgov.org/council_packet/mc review.asp?ID=17395&councildate=9/2... 9/21/2012