HomeMy WebLinkAboutContract 44795 CITY SECRETARYll
CONTRACTOW.
PROFESSIONAL SERVICE'S AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT Agreement is made and entered into by
and between the CITE" OF FORT WORT H (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 'IRMG" or Consultant an Illinois Corporation acting by and through Rob McGeet its
duly authorized President, each individually referred to as a "party" and collectively referred to as the
As parties W 1a
CONTRACT DOCUMENTS.-
The Contract documents shall include the foll owing:
1 This Agreement for Professional Services
2. Exhibit A—Statement of'Work orl plus any amendments to the Statement of Wort
3. Exhibit Al ,scope of Wort
4. Exhibit E— Payment Schedule
5. Exhibit Tern-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 contr 1.
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 (ILA), also referred to as the Next
Generation System (NGS). Attached hereto and incorporated herein for all purposes incident to this
Agreement are Exhibits "All' Statement of ''work and All Scope of Work, more specifically describing
thle services to he provided' hereunder.
TERM.,
This Agreement shall commence upon the date that both the City and RMG have executed this Agreement
"Effective Date")and shalt expire on �.� December 6 2 r accordance w�
'the provisions of this Agreement.The City shall have the option, in its sale discretion,to renew,this Agreement
under the same terms and conditions,for up to one year.
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 Exhi wlt"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 a reement. 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 fiat approves such
expenses in writing.
Profesisioinai Services Agreement 01MICIAL ,n August 2093
RMG Consultants,inic. TARY
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RECEIVED S,EP 12 2013
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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 fund's 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 terminatioini. 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.
S. DIISCLO,SURE OF CONFLICTS,AND CONFIDENTIAL INFORMATION.,
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full�l 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 bellieved to have been come promised, 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, shialil fully cooperate with
the City to protect such information from,further unauthorized disclosure.
Professional Services Agreement August 2013
RMG Consultants, inc.
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ASSIGNMENT AND SUBCONTRACTING.
Consul!tant 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 prilor to commencement of any work pursuant
to this Agreement:
10.1 Coverag @ and Limits
,
-
(a), Commercial General Liability
$1,000,000 Each Occurrence
$1 01001,,0100 Aggregate
(b) Automoblile Liability
$1 10001000 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 Reg wire miants
(a) The commercial general liability and automobile liability policies shall name the City as an
additional insuredi thereon, as its interests may appear. The term City shall include its empilolyees,
officers, officials, and agents, in respect to the contracted services.,
I
(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 (1 0) 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, 1 O Throckmo,rton, Fort
Worth, Texas 76102, w,ith 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- Vill 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.
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(e) Any failure on the part of the City to request required insurance documentation shall not constitute,
a waiver of the insurance requirement.
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 W11TH LAWS,ORDINANCES,_RULES AND REGULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it wiill 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.
113. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined'
to have been delivered, when (1), h�and-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, regilstere!d, re,tuirn receipt requested, addressed as
follows..
To the CITY: To Consultant-.
City of Fort Worth RMG Consultants, Inc.
Aftn.- Assistant City Manager Attn- Rob McGee
1000 Th rockmorton 333 W. North Avenue, #396
Fort Worth TX 76102-6311 Chicago, IL 6061:0
Facsirnilel- 17)3192-864 Facsimile,* (312) 32"1'-0432
With Copy to the City Attorney
At same address
1401 SOLICITATION OF' EMPLO,PEES.
Neither the City nor Consultant shall, during the term of this agreement and ad'dlitilonally for a
period of one year after its termination,l 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 gen'eral solicitation of
advertisement of employment,by either party.
Professional Services Agreement August 2013
RAG Consultants, Inc.
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15. GOVERNMENTAL O E S+1 1MMUNITI S'
It is understood and agreed that by execution of this Agreement, the Cite 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 oc,casionM
17. GOVERNING LAW/VENUE.
This Agreement shell 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 tai he invalid, illegaill or unenforceable, the validity;
legality and enforceability of the remaining provisions shall not in any way be affected or unpaired.
19. FORCE MAJ''h 'RE.
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 t , comppllience with any government law,, ordinance or regulation, acts of God, ,acts of'the public
enemy, fires, strifes, 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, shill 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.
2. AMENDIVIENTS.
No,amendment of this Agreement shall he binding upon a party hereto unless such amendment is
set forth in a written instrument, which is executed by an authorized representative of each pa .
23. ENTIRETY OF AGREEMENT.
Professional Services,Agreement August 2013
RMG Consultants, Inc.
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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 Clonsultant, their assigns and successors in interest', as to the matters contalined hierei�ni., 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, oiriginial�, but aill such counterparts shall together constitute one and the same
instrument,.
2,5. NON-DISCLOSURE.
If' Consultant, and/or any of its employees,, officers,, agents,, servants or sulb-contractors (for
purposes of this section "Consu,ltant Personnel"),, requires information related to the City's, computer
network in order to provide the services here�in, Consultant shall execute and, comply with the Non-
Disclosure Agreement which is attached hereto as Exhilb"It""C"and incorporated here�in for all purposes.
26. IMMIGRATION NATIONALITY ACT.
a
'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 eligilbillilty of all employees who perform wor�k under this
Agreement. Consultant shall complete the Employment Eligibility Verification Form (11-19)1, maintairi
photocopies of all supporting employment eligibility and identity documentation for all employees,1 and
upon request, provide City with colp�ie�s, of all 1-9 forms and supporting eligibility documentation for each
employee who performs wor�k, under this Agreement. Consultant sihalill establish appropriate proceduires
and controls so that no, services will be performed by any employee who, is, not legally el�igible to perform
such services. Consultant shall provide City with a certification letter that it has, complied with the
verification requirements required by thlis 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 dutyy 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 pa�rty ,sha,ll nobfy 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 ernail,, mail, phone conference, in person
meetings, or other reasonable means to, resolve any clairn,, 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 d�is,pute within sixty
(60) days of the date of receipt of the notice of the dispute,, then the parties, may submit the matter to non-
b�indinig mediation in, Tarrant County,, Texals, 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 y 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 remed'ies available under law regarding the dispute.
Notwithstanding,, the fact, that the parties may be attempting to, resolve a dispute in accordance with thlis
informal dispute resolution process, the parties, agree to continue without delay all of their respective
Professional Services Agreement Augus�t 2013
RMG Consultants, Inc.
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duties 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
0
jurisdiction for a temporary restrainiing 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 agreernent 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. "his 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.
r ESSf2HEREOF, the parties hereto have executed this Agreement in multiples this LK14ay of
013..
ACCEPTED AND AGREED:
CITY OF FOLT WORTH R L'OONSULTANTS, INC.
Icy. y
00� B ,-,
Assistant City Manager Namie.- Rob McG616
Title- President
,0::>I
Date: 0I'OIL Date: -�i_.. E�)
ATTEST-. ATTEST.-
By.
By: 21
city 4$0,0940 4r4t
APPR VED AS TO FORM AND LEGALITY:
kr
0
B
TU
Assistant City Attorney kol
CONTRACT AUTHORIZATION: 111ton
M&C: Not Required
*00000
Date Approved:
Professional Services Agreement u t 2013
RMG Consultants,Inc. FOFFICIAL IREC&I
81 CITY 5
IY'SECRETARY
CIT ECR
F FT
41WO T
To,WORTH, TX
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EXHIBIT A
STATEMENT OF WORK
Note that the timetable will be adjusted as necessary throughout the RFP process.
Task I.* August/S ptember 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 Groupis,
• Plan for formation of F'WL ILS Project Team
0 Plan for formation of FWL ILS Project Task Forces
9i 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 RIG IT Survgy to PA for completion by FWL,'
Prepare v1, Recigest for Pro oral for et- enerabI on I nte girated Librav System
—(N,G§i)l for FWL;
send to
Project Administrator for distribution to NCS Project team. Based on:
• Information contained in the City's RFP No. 13-0171
• Information received from FWL
• RFI�s and RFPs prepared by RMG for other clients including those with Millennium
Systems
• RMG's Licensed FOP.
• Send MG's Outline of Evaluation Process that contains detaileld processes and methods,
including sample agendas for vendors' site visits to present their proposals,and demo their
systems
• Send RMIIG Discussion Pgper. Status of the ILS Indust and North American Market lace
• Prepare and send ILS Needs,Assessment To i�cs
Task 3,: 3.5 days between 21 -24 October 2013
Pre are 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 FW'L 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 INGS RFP,1 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 E,va,luation 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 grolundirulies,for the ICS procurement
and review the procurement-relateld sections,of the draft NGS RFP and the acceptability of an
RBFO (Request for Best and Final Offer)
Professional Services Agreement August 2013
RMG Cons,ultants, Inc.
Day 1
Meet,with ILS project Team to review,FW'L technologies, plans, and future needs, inclu�ding.-
o Next Generation IL,S products, commercial, open source, software as a service, etc..
o Implementation of enhanced, search and discovery tools, portals, etc.
* RFID and Automated Materials Handling
* el-book management
* Local and Wide Area Network requirements
* PC Workstations and alternative,access devices(laptops, PD As) etc.)
* PC reservation systems and public printing control system
* Patron-enablement products and features,
* Access to electronic databases
0 Review new library and information technologies
0 Review R Discussion,paper: Status of the ILS Indust[y,and North American Marl at
Review and discuss ILS Needs Assessment�`o Ics
Meet with Purchas,i�ng officials,and attorney to review groundrules for the NGS procurement and
review the pirocurem e!nt-related sections of the draft NG,S RFP and the acceptability of an RBF'O
(Re guest for Best and Filn all Offer)
Days 2 and 3
0i Meet with ILS Project Team (PT)
o Review and revise the r RFP,, make plans to finalize it
• Finalize list of vendors to receive NGS RFP
• Review, adapt,, and finalize the Outline of Evaluation Process,for F:WL
• Define and outline key tasks:and schedules for"how to proceed.
Task 3A: 4 days between 241—30 Oct,. 2013
PLepare for and Conduct Visit#1A—as an extension to Visit#1
Review and revise project work plan and tasks for I LS Needs Assessment and Focus
Groups with PA.
October 2013
Prepare and email to PA documents for ILS Needs,Assessment and Focus Groups:
o To ics and Questions for ILS Team and Focus Group Sessions on Horizon System and
the NGS
o,
darn,plp A Ae.n:das for Focus GrqLip Sessions, Me,etinqS and Interviews
o Sample Handouts for Focus Group sessions
Day 1 Morning
0 Prepare with A and F Recorder for Focus Group Session
Day 1 Afternoon and Day 2
Conduct three to four 1-hour Focus Groups that wi�ll, address"likes,," "dislikes," and usability of the
current Horizon System and a potential future NGS (Next-Generation Integrated Library System)
lo 2 morning sessions
* 1 afternoon session
* Focus Groups to be constituted of staff and'/or public end-users
Days 3,&4
RMG will work offsite:
• To review notes taken by the FWL Recorder of ILS Team sessions Focus Group
sessions
• To prepare v1 Report on an IL S Needs Assessment and Possibilities for Imp roved
Customer Services with an Enhanced or New ILS that identifies changes or
Professional S,ervi s Agreement August 2013
RAG Consultants,, Inc.
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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:
* To review v1 Report on an ILS Needs Assessment and Possibilities for Improved
Customer Services with an Enhanced or New ILS (ILS Needs Assessment Rgport)
* 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 couild
improve customer service.
Task 4: 1 day Oct/Nov 2013
Finalize NGS, RFF 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/Phi Illadelphia during 24—28 January 20147— No R charge
Task 5.- 3 days Dec 20113/Jan 2014
Receive, read, and analyze proposals from Vendors; prepare Cost Analysis of Vendors'
Proposals, send to Project Administrator; prepare for Visit#2.
ol
Schedule depends,upon the numbers of proposals that are received
o Prepare RBFOs (R,eg,uest for Best and Final Offer); send to PA
Task 6: 2.6 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 (Re guest 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
01 Per'Outline of Evaluation Process the ILS Project Team conducts conference calls and visits to
lib:raries,/c,oinsoirtial 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 9a. .5 day Ja,n/Feb 2014
Finalize Re guest 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 9.11: FWL Jan,/Feb 2014,
City issues RBFos electron,ically,to I LS,Vendors.,
Task 10m. 1.6 days Feb 2014
Receive, read, and analyze BAFOS (Best and Final Offers)from Vendors; prepare Cost Anal ysis of
Professional Services,Agreernent August 2013
RMG Consultants, Inc.
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Vendors' Best and, Final Offers; send to Project Administrator for duplication and distribution
'Task 11 IAO: 2 days Feb/Mar 2014
Prepare for and cond t Visit#213
The purpose of this tr,ip is to prepare for and conduct conference calls,with FWL and Vendors for fireal
evailluations following receipt of'Vend ors' R,BFO, Responses
* As permitted within applicable procurement law and practice, conduct finiail competitive
rue ti tion�s,, as permitted, via conference c�al,l,s&em,ail
0 Document,the evidence-based decis,ion according to,the Outline of'Evaluation Process
Assist F to determine and request needed contract documents,from selected Vendor
0
Task 12. .5 day Feb/Mar 2014,
Rieceivel 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 201 4
Prepare for and Conduct Visit sonsite)
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 1 ay Feb[Mar 2014,
• Finializie 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 21013,
RAG Consultants, Inc.
14
EXH I BIIT Al
SCOPE OF WORK
The Consultant will assist the Fort Worth Library in the:
0 Review of the current IL S and related technologies marketplace
0 Review of t,hle management and technical issues related to:
o 'T'he implementation of new and enhanced ILA" tech nolog ies,, includ,ing, add-en,
products and services such as enhanced search and discovery too'ls,, social
networking ca abilities, e-,bo:ok 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, RF'ID/AMH systems
o Provision of services such as access, to other automated library systems, to the
Internet/WWWY and to electronic databases and other sources,of content
o Staff support and training requirements
o Assessment of the functional requirements for an I S and assoc,iated technology to
support Library's service priorities and the MetrOPACs' needs
o I S Selection methodology and process
o RFP development
o Identification of potential IL,S vendors,
0 Evaluation of vendors' RFP responses and vendor demonstrations
o I LS vendor selection
o Contract negotiation
o P;l�anning 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 cor p,lete 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
plaid at the Consultant's hourly rate of'$200.00 or less, as determined by type of activity and upon
mutual written agreement. Total playy men�t made under this Agrelement 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. 3d 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
.Task 4
T.Task 51
b1.Tasks 5—7
6.Tasks 8A— 10
7.Tasks 1 1A- 114
c. Following colmpilletion 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 fi�nali colm�pletioln 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„ orillythe 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
RAG 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: 1. It is hereby
ackn�owl�e!d�gled, 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,andi/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 p�rolpe�rty of CITY partners as wel�l 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. Reci�plient agrees to treat Confidential Information as
it would its own Confidential Information and to disseminate it w,ithin its,own org�a�nization 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 I riformation must be so,identified at,the time and City must de!l�iver to,the, Relc�iplient a
written summary of it within thirty(30) days.
i
2. Such, restrictions on use or d�isclosure 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:i) is,published or
otherwise made known to,the public by City(iv) is inde�pendently 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 m�ust be provided to City prior to,such disclosure.
3. Products provided to Recipient for purposes of e�vailuati�on 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 applicab�le, recipient agrees to the DISCLAIMER OF WARRANTY in the
City license agree�menit. In, particular, Recipient assumes all responsibility for damage or injury
occurring due to Product,evaluation. At the end of the evaluation penod,: Recipient agrees to
either s,ign the City license and source,code,agreements and purchase the Products, or to return
the Products to City and erase any copies made.
4�. U'�pon request by City, Reciplien�t shall return all media on which it was received, with a letter
confirming that the Confidential Information has in no way been reproduced or copled or that all
copies have been: returned. The obligations of this Ag,reeme�nt e�xp�ilre five(5),years after the,date
of'exe�cution�.
5. 'This agreement shall be bin�ding on the parties and their successors and assigns, shall be
governed by the laws of Texas, and shall rema,in 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 w�ithin 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-provi,ded source code against any third party while the source code is ire the Recipient's
possession.
7. The Recipient,shall not distribute any code in any form that was in all or part derived from any
CITYprovided source code or Products, unless Recipient purchases, Product licenses,.
ACCEPTED AND AGREED:
CITY OF FOR OR"rH: RMG CONSULTANTS, INC.
B Y.,
By•
7 t5:z
Narne: Rob McGee
nit City Manager Title. President
Date: Date-
ATTEST, ATTEST:
By. By.
........... . ...... . ......
i,ty, e rt4f N '.
i c e Y an,%
Title':
APIP OIVED AS TO FORM,AND LEGALITY,-.
By:
Assistant City Attorney
ton
Couver Me,trotown
ry
a fa
4K
S
OFFICIAL RECORD
cITY SEGRIETARY
Professional Services Agreement FiTa W0 ,RTH,JrX A gust 2013
RMG Consultants,Inc.
18
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
RAG 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 l (ILS). The Consultant assistance sought in the foilllowing areas- Review of the
management and technical issues related to the implementation of new and enhanced ILL technologies
including add-on products and services; the possible impact of a new 1 L on related technologies; the
provision of I LS and related services; staff support and training requirements; the assessment of the
functional requirements for an IL,S and associated technology to su�pploirt the Library's service priorities
and the MetrOPACs needs; selection meth�odology and process; RFP development, identification of
potential IL S,vendors; RFP resplonse 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 fuiture 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 Compa,ny and to execute any agreement,
amendment or change order on behalf of Company, Such b,indlin�g authority has been granted by proper
order, resolution, ordinance or other authorization of Company, The Cilty is fully entitled to rely on the
warranty and representation set forth in this: Form in entering into and agreement or amendment with
Company. Company will submit an up ated Form within ten (1 0) 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 bly the Company.
1 Name:
Position:
Signature
2. blame:
Position:
Signature
3. Name-
Position':
Signature
N
�inatur of 0'reT
en t I C 1,0,
,Other Title
Date:
Professional Services Agreement August 20113
RMG Cons ants, Inc,
19