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HomeMy WebLinkAboutContract 44795 (2)CITY SECRETARY' , fri, 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 Texas home rule municipal corporation, acting by and through Charles W. Daniels, its duly authorized Assistant City Manager, and RMG Consultants, Inc. (hereafter "RMG" or Consultant) an Illinois Corporation acting by and through Rob McGee, its duly authorized President, 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 to the Statement of Work 3. Exhibit Al — Scope of Work 4. Exhibit B — Payment Schedule 5. Exhibit C — Non -Disclosure Agreement 6. Exhibit D — Signature Verification 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 selecting and procuring a new Integrated Library System (ILS), also referred to as the Next Generation System (NGS). Attached hereto and incorporated herein for all purposes incident to this Agreement are Exhibits "A" Statement of Work and Al Scope of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon the date that both the City and RMG have executed this Agreement ("Effective Date") and shall expire on December 26, 2014 , unless terminated earlier in accordance with the provisions of this Agreement. The City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to one year. 3. COMPENSATION. As full and complete compensation for the services described in the Statement of Work below, the City shall pay Consultant the discounted flat fee of $44,499.00 in accordance with the Consultant's Response to RFP 13-0171 and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. For any additional services, the Consultant shall be paid at the hourly rate of $200.00 or less, as determined by type of activity and upon mutual written agreement. However, total payment made under this Agreement by the City for all services shall not exceed $49,999.00 . Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. Professional Services Agreement RMG Consultants, Inc. 1 RECEIVED SEP 12 2015 OFFICIpL itlaGuRD CITY SECRETARY FT. WORTH, T August 2013 4. TERMINATION. 4.1. Convenience. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.4 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. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to the City. 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. Professional Services Agreement August 2013 RMG Consultants, Inc. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years 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 and work performed under this agreement, 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 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 HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, 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, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. Professional Services Agreement August 2013 RMG Consultants, Inc. 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 of the Consultant under this Agreement prior to the effective date of 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 Coveraae and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation - Statutory limits 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, and agents, 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, written approval of Risk Management is required. Professional Services Agreement August 2013 RMG Consultants, Inc. (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 that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also 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: To the CITY: To Consultant: City of Fort Worth RMG Consultants, Inc. Attn: , Assistant City Manager Attn: Rob McGee 1000 Throckmorton 333 W. North Avenue, #396 Fort Worth TX 76102-6311 Chicago, IL 60610 Facsimile: (817) 392-864 Facsimile: (312) 321-0432 With Copy to the City Attorney At same address 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 Consultant, 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. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. Professional Services Agreement August 2013 RMG Consultants, Inc. 15. GOVERNMENTAL POWERS/IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 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 / VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to 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 majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision 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 amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. Professional Services Agreement August 2013 RMG Consultants, Inc. 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. 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. 25. NON -DISCLOSURE. If Consultant, and/or any of its employees, officers, agents, servants or sub -contractors (for purposes of this section "Consultant Personnel"), requires information related to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Non - Disclosure Agreement which is attached hereto as Exhibit "C" and incorporated herein for all purposes. 26. 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 1-9 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. 27. 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 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 Professional Services Agreement August 2013 RMG Consultants, Inc. 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. 28. 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 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 "D" 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. IT 9ESS HEREOF, the parties hereto have executed this Agreement in multiples this /0-eFay of --��O13. ACCEPTED AND AGREED: CITY OF FORT WORTH By: Assistant City Manager Date: //, /3 ATTEST:/S By: !/ i ity dtKry APPR VED AS TO FORM AND LEGALITY: Assistant City Attorney By: 41. CONTRACT AUTHORIZATION: M&C: Not Required Date Approved: Professional Services Agreement RMG Consultants, Inc. 8 RMtNSULTANTS, INC. By: --N6 C`� Name: Rob McGe Title: President Date: 3 S F.\ �.s D_ a k a ATTEST: By: Hilton anconver MetrotoW11 OFFICIAL REC u us 2013 CITY SECRETARY Ft WORTH, TX This page intentionally left blank 9 This page intentionally left blank 10 EXHIBIT A STATEMENT OF WORK Note that the timetable will be adjusted as necessary throughout the RFP process. Task 1: August/September 2013 RMG will assist FWL Project Administrator (PA) to provide information to RMG; arrange logistics, schedule project meeting times and sites. • Decide on Optional Needs Assessment Tasks and Focus Groups • Plan for formation of FWL ILS Project Team • Plan for formation of FWL ILS Project Task Forces • Plan for formation of FWL ILS Focus Groups Task 2:, 3 days in October 2013 ASAP Following City's Notice to Proceed: • Review and revise project workplan with PA; read and analyze information from Project Administrator • Prepare and send RMG IT Survey to PA for completion by FWL; • Prepare v1 Request for Proposal for a Next -Generation Integrated Library System (NGS) for FWL; send to • Project Administrator for distribution to NGS Project team. Based on: o Information contained in the City's RFP No. 13-0171 o Information received from FWL o RFIs and RFPs prepared by RMG for other clients including those with Millennium Systems o RMG's Licensed RFP. • Send RMG's Outline of Evaluation Process that contains detailed processes and methods, including sample agendas for vendors' site visits to present their proposals and demo their systems • Send RMG Discussion Paper: Status of the ILS Industry and North American Marketplace • Prepare and send ILS Needs Assessment Topics Task 3: 3.5 days between 21 - 24 October 2013 Prepare for and Conduct Visit #1 The purposes of this trip are to meet onsite with FWL, the ILS Project Team, Purchasing/Legal authorities, and other personnel. • Meet with FWL Project Administrator (PA) • Meet with the ILS Project Team (PT) o To conduct Project Kick -Off session: o Review RMG Workplan/Tasks o Discuss issues, needs, problems, concerns, opportunities, priorities. o To review Draft #1 NGS RFP, obtain PT changes, and arrange for further PT input. o Determine if Discovery Services (DS) are tp be included in RFP. o To review and adapt RMG's Outline of Evaluation Process; as FWL wants, plan and design formation and work of Task Forces of additional staff. • Meet with Purchasing and Legal officials Legal to review groundrules for the NGS procurement and review the procurement -related sections of the draft NGS RFP and the acceptability of an RBFO (Reauest for Best and Final Offer) Professional Services Agreement August 2013 RMG Consultants, Inc. 11 Day 1 • Meet with ILS Project Team to review FWL technologies, plans, and future needs, including: o Next Generation ILS products, commercial, open source, software as a service, etc.. o Implementation of enhanced search and discovery tools, portals, etc. o RFID and Automated Materials Handling o e-book management o Local and Wide Area Network requirements o PC Workstations and alternative access devices (laptops, PDAs, etc.) o PC reservation systems and public printing control system o Patron-enablement products and features o Access to electronic databases • Review new library and information technologies • Review RMG Discussion Paper: Status of the ILS Industry and North American Marketplace • Review and discuss ILS Needs Assessment Topics • Meet with Purchasing officials and attorney to review groundrules for the NGS procurement and review the procurement -related sections of the draft NGS RFP and the acceptability of an RBFO (Reauest for Best and Final Offer) Days 2 and 3 • Meet with ILS Project Team (PT) o Review and revise the NGS RFP, make plans to finalize it o Finalize list of vendors to receive NGS RFP o Review, adapt, and finalize the Outline of Evaluation Process for FWL o Define and outline key tasks and schedules for "how to proceed." Task 3A: 4 days between 24 — 30 Oct. 2013 Prepare for and Conduct Visit #1A — as an extension to Visit #1 • Review and revise project workplan and tasks for ILS Needs Assessment and Focus Groups with PA. October 2013 • Prepare and email to PA documents for ILS Needs Assessment and Focus Groups: o Topics and Questions for ILS Team and Focus Group Sessions on Horizon System and the NGS o Sample Agendas for Focus Group Sessions. Meetings. and Interviews o Sample Handouts for Focus Group Sessions Day 1 Morning • Prepare with PA and FWL Recorder for Focus Group Session Day 1 Afternoon and Day 2 • Conduct three to four 1-hour Focus Groups that will address "likes," "dislikes," and usability of the current Horizon System and a potential future NGS (Next -Generation Integrated Library System) O 2 morning sessions O 1 afternoon session o Focus Groups to be constituted of staff and/or public end -users Days 3 & 4 • RMG will work offsite: o To review notes taken by the FWL Recorder of ILS Team sessions Focus Group sessions o To prepare v1 Report on an ILS Needs Assessment and Possibilities for Improved Customer Services with an Enhanced or New ILS that identifies changes or Professional Services Agreement August 2013 RMG Consultants, Inc. 12 improvements to Horizon and how a proposed new ILS solution could improve customer service. Day 5 • Meet with FWL ILS Team and key FWL and MetrOPACs mangers: o To review v1 Report on an ILS Needs Assessment and Possibilities for Improved Customer Services with an Enhanced or New ILS (ILS Needs Assessment Report) o Conduct further discussions on the usability of the current Horizon System and identify possible changes or improvements to it and how a proposed new ILS solution could improve customer service. Task 4: 1 day Oct/Nov 2013 • Finalize NGS RFP and FWL's plans for issuance to vendors, send to Project Administrator • Assist FWL to issue NGS RFP electronically to ILS Vendors with a due date in Dec. Meet at ALA Conference/Philadelphia during 24 — 28 January 2014? — No RMG charge Task 5: 3 days Dec 2013/Jan 2014 • Receive, read, and analyze proposals from Vendors; prepare Cost Analysis of Vendors' Proposals; send to Project Administrator; prepare for Visit #2. o Schedule depends upon the numbers of proposals that are received o Prepare RBFOs (Request for Best and Final Offer); send to PA Task 6: 2.5 days Dec 2013/Jan 2014 Prepare for and Conduct Visit #2 The purposes of this trip are to: • Assist in the evaluation of proposals and facilitate selection of top Vendors. • Assist in the planning of visits by top Vendors for onsite system demonstrations. • Review project budgets • Review FWL's evaluation process following Vendors' visits • Begin planning for preparation of RBFOs (Request for Best and Final Offer) and completion and issuance after Vendors' visits to FWL Task 7: FWL Jan 2014 • FWL receives top Vendors' visits, presentations, NGS demonstrations • Per Outline of Evaluation Process the ILS Project Team conducts conference calls and visits to libraries/consortia using systems provided by the top vendors Task 8A: 2.5 days Jan/Feb 2014 Prepare for and conduct Visit #2A The purposes of this trip are to: • Assist onsite in the evaluation of proposals and facilitate selection of top vendors • Plan to add unique requests into the RBFO for each Vendor of further intererest, to get the best possible terms and conditions and prices. Task 9: .5 day Jan/Feb 2014 Finalize Request for Best and Final Offer documents for Vendors send to Project Administrator; review by telephone with Project Administrator; assist FWL to finalize and issue RBFOs to top selected vendors. Task 9.1: FWL Jan/Feb 2014 City issues RBFOs electronically to ILS Vendors. Task 10: 1.5 days Feb 2014 Receive, read, and analyze BAFOs (Best and Final Offers) from Vendors; prepare Cost Analysis of Professional Services Agreement August 2013 RMG Consultants, Inc. 13 Vendors' Best and Final Offers; send to Project Administrator for duplication and distribution Task 11A: 2 days Feb/Mar 2014 Prepare for and conduct Visit #2B The purpose of this trip is to prepare for and conduct conference calls with FWL and Vendors for final evaluations following receipt of Vendors' RBFO Responses • As permitted within applicable procurement law and practice, conduct final competitive negotiations, as permitted, via conference calls & email • Document the evidence -based decision according to the Outline of Evaluation Process • Assist FWL to determine and request needed contract documents from selected Vendor Task 12: .5 day Feb/Mar 2014 Receive, review, and analyze draft contract for NGS; conduct telephone planning with Project Administrator for negotiations; prepare for Visit #3. Task 13: 2.5 days Feb/Mar 2014 Prepare for and Conduct Visit #3 (2 days onsite) The purposes of this trip are to: • Participate in conduct of contract negotiations and development with selected Vendor. • Participate in implementation planning with Vendor. • Prepare for follow-up telephone review of subsequent contract drafts to be produced. Task 14: 1 day Feb/Mar 2014 • Finalize contract through telephone reviews with FWL and Vendor. • Render any further services required to complete the project to FWL's satisfaction. Professional Services Agreement August 2013 RMG Consultants, Inc. 14 EXHIBIT Al SCOPE OF WORK The Consultant will assist the Fort Worth Library in the: o Review of the current ILS and related technologies marketplace o Review of the management and technical issues related to: o The implementation of new and enhanced ILS technologies, including add -on products and services such as enhanced search and discovery tools, social networking capabilities, e-book management o The possible impact of a new ILS on related technologies, e.g., LAN/WAN infrastructure requirements, PC workstations and alternative networked and mobile devices, RFID/AMH systems o Provision of services such as access to other automated library systems, to the Internet/WWW, and to electronic databases and other sources of content o Staff support and training requirements o Assessment of the functional requirements for an ILS and associated technology to support Library's service priorities and the MetrOPACs' needs o ILS Selection methodology and process o RFP development o Identification of potential ILS vendors o Evaluation of vendors' RFP responses and vendor demonstrations o ILS vendor selection o Contract negotiation o Planning for database preparation, authority control services related to data conversion, and data migration as needed o Visioning possible future library and societal technology environments, service opportunities, and infrastructure challenges Professional Services Agreement August 2013 RMG Consultants, Inc. 15 EXHIBIT B PAYMENT SCHEDULE Compensation Fee As full and complete compensation for all services described in the above Statement of Work, Consultant shall be paid a flat fee of $44,499.00. Additional services requested by the City shall be paid at the Consultant's hourly rate of $200.00 or less, as determined by type of activity and upon mutual written agreement. Total payment made under this Agreement shall not exceed $49,999.00. Structure of Payments a. The Consultant will issue monthly invoices for all work performed under this Agreement no later than the 15th day following the end of the month. Invoices shall be submitted to Deborah Duke, 500 W. 3rd St, Fort Worth, Texas 76102. Invoices are due and payable within 30 days of receipt. b. Invoices will generally correspond with project milestones as follows unless project schedule changes: 1. Execution of contract 2.Tasks 1 — 3A 3.Task 4 4. Task 5 5.Tasks 5 — 7 6.Tasks 8A-10 7.Tasks 11A- 14 c. Following completion of each of the listed milestones, the Consultant shall provide the City with a signed fee invoice summarizing the portion of the services that have been completed and requesting payment. If the City requires additional reasonable information, it shall request the same promptly after receiving the above information, and the Consultant shall provide such additional reasonable information to the extent the same is available d. On full and final completion of the services, the Consultant shall submit a final invoice, and the City shall pay any balance due within 30 days of receipt of such invoice. e. In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. f. For contested billings, the City shall make payment in full to Consultant within 60 days of the date the contested matter is resolved. If City fails to make such payment, Consultant may, after giving 7 days' written notice to City, suspend services under this Agreement until paid in full, including interest calculated from the date the billing contest was resolved. In the event of suspension of services, Consultant shall have no liability to City for delays or damages caused to City because of such suspension of services. Professional Services Agreement August 2013 RMG Consultants, Inc. 16 EXHIBIT C NON -DISCLOSURE AGREEMENT This is an agreement between City of Fort Worth ("City") located in Fort Worth, Texas, Tarrant County, USA and ("Recipient") located in: . It is hereby acknowledged, agreed and understood, that by entering into this Agreement, the City may be disclosing confidential and proprietary information of a technical or commercial nature, or information that may be personal and or related to City employees and/or library customers, for certain technical, business, or other purposes, and CITY would not make such disclosures without Recipient's agreement to maintain confidential treatment of such information. It is understood that confidential information, products, and source code provided by CITY may be the property of CITY partners as well as of CITY, itself. Therefore, the parties agree as follows: 1. Recipient, for a period of three (3) years, will not disclose or use any business, sales, pricing, and/or technical information from City designated orally or in writing as "Confidential" or "Proprietary" or in like words, or information that is made confidential by law, without the prior written consent of CITY and then only to the extent specified in such consent. Confidential Information may not be copied by Recipient. Recipient agrees to treat Confidential Information as it would its own Confidential Information and to disseminate it within its own organization only to the extent necessary for the purposes for which it has been provided and only to Recipient's employees or consultants who are bound to maintain its confidentiality. Orally disclosed Confidential Information must be so identified at the time and City must deliver to the Recipient a written summary of it within thirty (30) days. 2. Such restrictions on use or disclosure of Confidential Information described in Paragraph 1 do not extend to any information which (i) is publicly known at the time of its disclosure (ii) is lawfully received from a third party not bound in a confidential relationship to City (iii) is published or otherwise made known to the public by City (iv) is independently developed by Recipient or Subsidiary of the Recipient without using Confidential Information of City or (v) is required to be disclosed pursuant to a court order, duly authorized subpoena, or governmental authority. In such cases, notice must be provided to City prior to such disclosure. 3. Products provided to Recipient for purposes of evaluation shall be considered the same as Confidential Information, except that one copy of each may be installed and tested. Recipient agrees that Product software, copyrights, and all other proprietary rights remain the property of their lawful owners. If applicable, recipient agrees to the DISCLAIMER OF WARRANTY in the City license agreement. In particular, Recipient assumes all responsibility for damage or injury occurring due to Product evaluation. At the end of the evaluation period, Recipient agrees to either sign the City license and source code agreements and purchase the Products, or to return the Products to City and erase any copies made. 4. Upon request by City, Recipient shall return all media on which it was received, with a letter confirming that the Confidential Information has in no way been reproduced or copied or that all copies have been returned. The obligations of this Agreement expire five (5) years after the date of execution. 5. This agreement shall be binding on the parties and their successors and assigns, shall be governed by the laws of Texas, and shall remain effective with respect to any Confidential Information which is disclosed by City within one year of the date of execution unless either party notifies the other that subsequent disclosures are not to be included within the terms of this agreement. 6. This agreement specifically prohibits the Recipient from granting any access to City -provided Products and source code to any third party. The Recipient is solely responsible to protect access Professional Services Agreement August 2013 RMG Consultants, Inc. 17 to City -provided source code against any third party while the source code is in the Recipient's possession. 7. The Recipient shall not distribute any code in any form that was in all or part derived from any CITY- provided source code or Products, unless Recipient purchases Product licenses. ACCEPTED AND AGREED: CITY OF FOR WORTH: By: istant City Manager Date: 09. //. ATTEST: By: City Secret APP By: Assistant City Attorney / RMG CONSULTANTS, INC. l!/ By: Name: Rob McGee Title: President Date: A =), `3 ATTEST: By: Name: Title: OVED AS TO FORM AND LEGALITY: Professional Services Agreement RMG Consultants, Inc. II Is O ii - $ t o 70 co�xv+ r .1 etroto .. 41. �� P AO i'Ty�U �i �OPOO�POP�* 18 Hilton OFFICIAL RECORD CITY SECRETARY FT. WORTHWORM TX Asgust 2013 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY RMG Consultants, Inc. 333 W. North Avenue, #396 Chicago, IL 60610 Consultant hereby agrees to provide the City with assistance with the Library's search for a new Integrated Library System (ILS). The Consultant assistance sought in the following areas: Review of the management and technical issues related to the implementation of new and enhanced ILS technologies including add -on products and services; the possible impact of a new ILS on related technologies; the provision of ILS and related services; staff support and training requirements; the assessment of the functional requirements for an ILS and associated technology to support the Library's service priorities and the MetrOPACs' needs; selection methodology and process; RFP development, identification of potential ILS vendors; RFP response and vendor demonstration evaluation; ILS vendor selection; contract negotiation; planning for database preparation and authority control services related to data conversion, data migration; visioning possible future library and societal technology environments, service opportunities, and infrastructure challenges; and milestones for each of these services, based on the anticipated timeline. 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. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Signature of Ie ent / CEO Other Title: t t� Date: — ` Professional Services Agreement August 2013 RMG Consultants, Inc. 19