HomeMy WebLinkAboutContract 43647 CITY SECRETARYLi
CONTRACT NOG (nq
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 '11B,"
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 OFFICIAL RECORD
RFID Agreement with Bibliotheca ITC,LLC CITY SECRETARY
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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 Nan-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.
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 integrity 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.
G. 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
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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 ail 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. LIABILITY.- CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY RIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR DMISSIO (S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,
AGENTS,SER VANTS OR EMPL O YEES.
B. INDEMNIFICATION: CONSULTANT COTENANTS AND AGREES TO, AND DOES
HEREB Y. INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SER VANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LA WSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE
DR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJUR Y, INCL UDING DEA TH, 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
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OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS
DR 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 far 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 to continue to use the software and/or documentation; or (b) modify the software and/or
documentation to 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 al.l 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. INSLTRANCE.
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 Covers e 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
$2505000 Bodily injury per person
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$500,000 Bodily injury per occurrence
$1 00,000 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
$140,000 Disease-per each employee
$5005000 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
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(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 poi icy 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- VIl in the current A.M. Best
Ivey 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.
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:
City of Fort Worth
RFID Agreement with Bibiiotheca ITC, LLC
Page 6 of 17
To The CITY: To CONSULTANT:
City of Fort Worth Joseph Al Coalla
Attn: Library Director Bibliotheca
1000 Throckmorton 5000 Miller Court East
Fort Worth,TX 76102-6311 Norcross, GA 30071
Facsimile: (817)392-8654 877-207-3129
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. 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 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.
17. GOVERNING LAW 1 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 Agreement, but shall not be held liable for any delay or omission in
performance due to force maj eure or other causes beyond their reasonable control (force maj eure),
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
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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.
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
proper 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
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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 (1 U) 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 (1-9), 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 (1 0) 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
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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. Either party may, before or during the exercise of the informal
dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining
order or preliminary injunction where such relief is necessary to protect its interests.
[SIGNATURE PAGE FOLLOWS]
City of Fort North
RFtD Agreement with Bibliotheca ITC, LLC
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this 24th day of
September, 2012.
CITY OF FORT WORTH: BIBLIOTHECA ITO,LLC DBA
BIBLIOTHECA:
By: AO On behalf of Al Coalla, CEO:
Charles W. Daniels
Assistant City Manager
BY=
Date: e: Jef e
Title: id ce
ATTEST:
Date: September 26, 2012
_.�
By j ATTEST:
Mary JLd er
City Se Varny
By:
Name: Rac el Schildgen
Title: Bids& RFP Manager
APPROVED AS TO FORM AND
LEGALITY:
B
Maleshia . Farmer
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
�- 76�Mac �
Date Approved:
LOFFICIAL RECORD
City of Fort Worth Y SECRETARY
RFID Agreement With Bib]iotheca ITC,LLC ,i.x
Page I I of 17 .WO�
g
EXHIBIT A
STATEMENT of WORD
Professional 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 security 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 grants
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 BIBLfoTHECA
1. Bibliotheca agrees to provide the products and services (hereinafter collectively referred to as the
"Work")as listed in its quotation(Attachment I).
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.bibliotheca.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.
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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
performed 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 rules, 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.
D UTIES 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 Bibliotheca 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 15 noting desired delivery dates that will not be earlier than 64 (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 ( 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. RFXD tags, cover labels, receipt paper,
and other items that are not part of the core systems}), 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 34 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
Self- Mobile Staff AM HS
Checks Staff Security Book
Automated
CKO/CKI wl credit Materials Mater
Gates
Station Drops
Stations card Handling)
processing {Conversion
(antenna ...... Tagging,Shen
and Include reading wand, Double Single 3„ 5- _ Used
W Circulation f
software) Circulation r r W/
U n lockers applications)ications gate gate Bin Bin Bin
BRANCHES pP ) AM H5
F 2012
............-.............. ...................... .................. ..................Southwest 6 5 1 1 2 1 1
Sumr merglen 6 3 1 1
Ridglea 6 3 1 1 1 1
Central 8 1
(Collection Mgmt Div.)
FY 2013
East Regional 6 3 1 1 1 1
Sham blee 6 3 1 1
No rthsid e 6 3 1 1
FY 2014
Diamond Hill 6 3 1 1
Riverside 6 3 1 1
East Berry 6 3 1 1
F 201.5
Seminary 6 3 1 1
Wedgwood 6 3 1 1
eSkilis 6 3 1 1
FY 2016
Central 6 7 1 3 1 2 1
BOLD Igo equipment is anticipated for the branch, only conversion to in
Cool loo equipment is anticipated for the branch, only conversion to in
TOTALS '
City of Fort North
RFID Agreement with Bibliotheca ITC, LLC
Page 12 of 17
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone 1 Deliverable Ref. #:
Milestone 1 Deliverable Name:
Unit Testing Completion Date:
Milestone 1 Deliverable Target Completion Date:
Milestone 1 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 bibliotheca
...............
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 clue 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 bibliotheca
006111.1...111 NNIN...
Attachment I Terms and Conditions of Support 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
usage 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
use commercially reasonable efforts to correct or replace the Software or provide the services
necessary 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
defects and to request Product changes and enhancements. only those individuals specifically
designated by the customer shall contact Bibliotheca in regard to such matters and Bibliotheca is
not 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
under 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
options 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
distributed releases.
www.bibliotheca.com
Contract and Attachments-Fort Worth Public Library bibliotheco
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 bibilotheca.......... ..........
.... 0
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,
I
ncluding 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 ITO, LLC DBA BIBLIOTHECA
Signature: -
Name: Jeff Carey
Title:Vice President, Finance
Signed on behalf of Al Coalla, CFO
Date: September 26, 2012
CITY OF FORT WORTH
R
Signature:
Name: ,
Title. Af�l of
(IfII,
� --a�
s:.
Date: • f
AftSW by*
ay J.K r, C i ��taq
wvvw.bibliotheca.com
Contract and Attachments-Fort Worth Public Library bibliotheca
Attachment 3 Appendix: 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 bibliotheca
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,
b. 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 oven 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: •
AppraOVED AkS TO FO B AND LEGALITY
Name. IAI _9,0V?C0'-e
Tit/e•
4 M1y � 1 "tr t•P�Lv
..iwserls�sWnrw4re l�sllidel�!'.1s4ti7�RrplPxrn y.r4uwwiww0a't.
Date:2
� . by:
"ty�
Mary J. K4a 9 %&MtM7
www.bibliotheca.com
Contract and Attachments-Fort Worth Public Library bibliotheca
Attachment a Maintenance and Equipment t 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, E05 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 fags
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 L4C"
FORTWORTH
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 beer).,properly executed by the company.
1. Na l� alla
Po,me,., or of Sales
� r
r y
Signature `%-
2. Name: Shai Robkin
Position: CE
�- -- -
Signature
3. Narne- Jc c�
Position: �\4 ► ct:` t' ► L ,► t,rl �_.
Sign e 3
Name: ,.
Signature of President I CEO
Name: Shai Robkin
Date: Au ust 20 201 2
M&C Review Pagel o f 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTWORT11
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 (RFI D) equipment, software,
licenses, warranty, implementation, technology services and ongoing maintenance and support to provide
improved customer service and more efficient operations. "fhe 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.
MIWBE-A waiver of the goal for MIWBE 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 28, 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:ll www.fortworthgov.orglcouncil_packetlmc review.asp?II]=17395&councildate=912... 9/21/2012
M&C Review Page 2 of 2
40
FISCAL INFORMATIONXERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the General Fund.
TO FundfAccount/Centers FROM Fund/Account/Centers
GG01 531530 0841040 $210,200.00
GG01 531450 0841000 $143,000.00
submitted for Olitv Mana ees office b Charles Daniels (6183)
Orininatina De artment Head: Gleniece A. Robinson (7706)
Additional Information contact: Sheila Scu l lock (7706)
ATTACHMENTS
http:ll www.fortworthgov.org/council—Packetlmc review.asp?ID=17395&councildate=912... 9/21/2012