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HomeMy WebLinkAboutResolution - 1295 - Contract - RMG Inc & WTLS - Automated Library Services Feasibility Study - 01_13_1983RESOLUTION 1295 - 1/13/83 JS:cm RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a contract between RMG Consultants, Inc., and West Texas Library Systems acting by and through the City of Lubbock for provision of consulting services in connection with a cost benefit analysis and feasibility study for the provision of automated library services to member libraries of the West Texas Library System, which contract, attached herewith shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 13th day of Jagg 1983. r 1 k�l BILL McALISTER, MAYOR ATTEST:- . E elyn Gaf a, City Se e r reasurer APPROVED AS TO CONTENT: Lawren a Banks, Administrative Assistant, Community Facilities APPROVED AS TO FORM: Iftwt'l- Jo(aA Sherwin, Assistant City Attorney STATE OF TEXAS § COUNTY OF LUBBOCK § RESOLUTION 1295 - 1/13/83 t;iTY SECRETARY -TREASURER . AGREEMENT KNOW ALL MEN BY THESE PRESENTS: This is an AGREEMENT by and between the West Texas Library System, hereinafter called WTLS, acting by and through the CITY OF LUBBOCK, a municipal corporation, and P-MG Consultants, Inc., hereinafter called CONSULTANT, for the provision of consulting services to WTLS. WHEREAS, WTLS is a state and federally funded public library system created under authority granted by the Library Systems Act, TEX.REV.CIV.STAT.ANN., art. 5446a (Vernon's Supp. 1982); and WHEREAS, WTLS desires to retain the services of CONSULTANT to assess the feasibility of providing automated library services to public libraries that are members of WTLS; and WHEREAS, CONSULTANT has submitted a proposal for the per- formance of such a feasibility study; NOW THEREFORE, WTLS and CONSULTANT do hereby agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT CONSULTANT shall perform technical and professional services in connection with a survey and analysis of relevant characteristics of member libraries of WTLS, a cost benefit analysis and feasi- bility study for the provision of suitable automated library services to such member libraries, and the recommendation of a cost-effective plan for phasing in such services over a period of several years. The scope of the work to be performed hereunder is more particularly set out in Exhibit "A" attached hereto and by this reference incorporated herein and made a part of this contract for every purpose. WTLS shall employ CONSULTANT to render such services and shall pay CONSULTANT the compensation for such services as stated in Article IV of this Agreement. ARTICLE II CONTRACT DOCUMENTS This contract shall consist of this Agreement, and all Exhibits attached hereto and incorporated herein, the Request for Proposal and the Proposal, as amended, submitted by CONSULTANT. If a conflict exists in the terms and conditions specified in such documents, the terms and conditions of this Agreement shall govern. ARTICLE III SCOPE OF WORK CONSULTANT shall exert its best professional efforts to per- form in a manner satisfactory to WTLS the services set forth in Exhibit "A". Such work shall be performed in accordance with the terms of this contract and for the consideration stated. CON- SULTANT covenants and agrees to perform its duties and work here- under with diligence and in accord with the highest professional standards, using a high degree of care to ensure the accuracy and timeliness thereof. CONSULTANT shall make all of the various studies as provided herein and make specific recommendations to WTLS based upon such studies. CONSULTANT shall submit periodic reports and a final report at the completion of the work. CON- SULTANT shall furnish under its direct supervision such personnel as are required to accomplish the work set forth in Exhibit A. ARTICLE IV TIME OF PERFORMANCE CONSULTANT agrees to commence work at the time of execution of this Agreement. The term of the contract shall end upon com- pletion of CONSULTANT'S services, acceptance of its final report and oral presentation made by CONSULTANT to the WTLS Advisory Council, and in no event later than June 1, 1983. ARTICLE V COMPENSATION OF CONSULTANT A. The total cost to WTLS for performance of services pursuant to this contract shall not exceed EIGHT THOUSAND FIVE HUNDRED DOLLARS ($8,500), including all professional fees, direct and indirect costs, expenses of travel, subsistence, lodging, printing, reproduction, communication, secretarial services and all other out-of-pocket expenses, and CONSULTANT agrees to per- form the services as specified in Exhibit "A" hereto, and all obligations under this contract for an amount not to exceed such EIGHT THOUSAND FIVE HUNDRED DOLLARS ($8,500). B. CONSULTANT shall submit to the City of Lubbock at the address hereinafter designated, at the end of each month, an in- voice for allowable costs incurred in the performance of this contract during the previous month. The term "allowable costs" as used herein means the expenses actually incurred by CONSULTANT during the period for which payment is requested for professional fees, direct and indirect costs, expenses of travel, subsistence, lodging, printing, reproduction, communications and all other out-of-pocket expenditures. C. Promptly after receipt of each invoice, the City of Lubbock shall make payment thereon to CONSULTANT; provided, how- ever, that after Seventy -Five percent (75%) of the total fixed fee set forth in this contract, shall have been paid pursuant to the foregoing, the remaining Twenty -Five percent (25%) of the agreed compensation shall be payable only after acceptance by WTLS of CONSULTANT'S final report. Notwithstanding anything to the contrary in this Agreement or in any Exhibit or Proposal, no interest shall accrue on such payments as a consequence of s ch payments not being made within a specified period of time. D. On receipt of the invoice designated by CONSULTANT as the "final invoice" and upon compliance by CONSULTANT with all the provisions of this contract, City of Lubbock shall promptly pay to CONSULTANT any balance of the agreed EIGHT THOUSAND FIVE HUNDRED DOLLARS ($8,500) fee, which has been withheld pursua t to Paragraph (C) above or otherwise not paid to CONSULTANT. ARTICLE VI RECORDS AND AUDITS CONSULTANT shall maintain complete and accurate records with respect to allowable costs incurred under this contract. All such records shall be maintained on a generally -accepted accounting basis and shall be clearly identified and readily accessible. CONSULTANT shall provide free access to the representatives of the City of Lubbock or its appointees at all proper times to such books and records, and the right to examine and audit the same, and to make transcripts therefrom as necessary. All work data and documents related to this contract shall be transmitted to WTLS and retained for inspection for a period of three (3) years from the date of final payment under this contract. ARTICLE VII SOURCE OF FUNDING It is expressly understood and agreeI d by and between the parties hereto that all monies distributed to CONSULTANT here- under shall be exclusively from Grant monies to be received by WTLS from the Texas State Library and Archives Commission and not from any monies of WTLS, its individual member libraries or the City of Lubbock and that, if said monies ;are not timely forth- coming, WTLS may, in its sole discretion,�Iterminate this Contract and Agreement, and neither the WTLS nor any of its member cities nor the City of Lubbock shall be liable f1br payment for any work or services performed by CONSULTANT under',or in connection with this contract. ARTICLE VIII CONSULTANT'S ASSURANCES A. CONSULTANT shall comply with al'i and any laws and re- gulations, as they may be amended from time to time, which are relative to nondiscrimination in programs!,and activities funded under the Library Services and Construction Act, 20 U.S.C.A. §351 et. seq. or under the Texas Library Systems Act, TEX.REV.CIV.STAT. ANN. art. 5446a. B. CONSULTANT agrees not to discriminate against any em- ployee or applicant for employment becausf- of race, creed, color, sex, or national origin. CONSULTANT agrees not to violate any prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975. CONSULTANT will conduct its activities in accordance with the requirements of Section 504 of the Rehabilitation Act of 1973 and will assure that no qualified handicapped person shall, solely by reason of his or her handi- cap, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination, including dis- crimination in employment, under any activity of the CONSULTANT. C. CONSULTANT agrees to conduct the performance of this Agreement in compliance with any and all Federal, State, and local laws and regulations regarding hours, wages, and conditions of employment affecting the services covered by this Agreement. CONSULTANT shall pay the contributions measured by wages of its employees as required by the Federal Unemployment Tax Act, the Federal Insurance Contribution Act, and any other payroll tax; CONSULTANT agrees to assume and pay any and all obligations and liabilities arising from the employer -employee relationship between CONSULTANT and its employees, and nothing herein shall be construed as incurring any such liability for WTLS, the City of Lubbock, or any member library of WTLS. ARTICLE IX TNT CP'T A TML'D CONSULTANT covenants and agrees that any publication or pre- sentation resulting from or primarily related to the work per- formed under this Contract shall contain the following disclaimer: The program which is the subject of this report was sup- ported in whole or in part by the U.S. Department of Educa- tion. However, the opinions expressed herein do not neces- sarily reflect the position or policy of the U.S. Department of Education, and no official endorsement by the U.S. Depart- ment of Education should be inferred. ARTICLE X GENERAL CONDITIONS CONSULTANT agrees to perform its obligations hereunder sub- ject to the following conditions: A. Ownership of documents, etc. At the option of WTLS, all documents, data, reports, studies and graphics prepared by CONSULTANT as part of its work under this contract shall become the property of WTLS upon completion of the work to be performed by CONSULTANT pursuant to the terms of this contract or upon termination of this contract prior to the completion of such work as herein provided. If any such document, report, study or graphic material is copyrighted, WTLS and CONSULTANT shall receive joint copyright. WTLS and CONSULTANT may use such documents and materials for any purpose. B. Termination. WTLS may cancel or terminate this contract at any time by written notice to CONSULTANT, and immediately upon receipt of such notice, all work hereunder of CONSULTANT, its employees and subcontractors shall cease and CONSULTANT shall be entitled to receive just compensation for any satisfactory work completed on such documents, data, reports, studies, or graphics that become the property of WTLS as provided in Paragraph A above. For the purposes of this paragraph, WTLS and CONSULTANT agree that just compensation for satisfactory work completed on documents, data, reports, studies or graphics that become the property of WTLS pursuant to paragraph A of this Article shall be as hereinafter designated at the completion of each task: Task 1 $2759.00 Task 2 3759.00 Task 3 4631.00 Task 4 5503.00 Task 5 6375.00 Task 6 & 7 & submission of all reports 8500.00 C. Independent Contractor. It is expressly understood and agreed that CONSULTANT shall operate hereunder as an independent contractor and not as an agent, representative or employee of WTLS, its member libraries or the City of Lubbock; that CONSUL- TANT shall control the details of its work to be performed here- under and shall be solely responsible for the acts or omissions of its officers, agents and employees; and that nothing herein shall be construed as creating a partnership or joint enterprise between WTLS, its member libraries or the City of Lubbock, and the CONSULTANT. D. Indemnification. Contractor covenants and agrees to and does hereby indemnify, hold harmless and defend WTLS, its member libraries and the City of Lubbock, their officers, agents, servants and employees, from and against any and all obligations or liabilities of any kind, and any and all claims or suits, whether real or asserted, arising out of or in connection with the activities of CONSULTANT, its agents, servants or employees and due to the negligent acts or omissions, breaches of contract or other defalcation of CONSULTANT, its employees, officers, agents, or appointees. E. No assignment. Except as provided for herein, CONSUL- TANT shall not assign any interest of this contract nor delegate the performance of any of its duties hereunder without the prior written consent of WTLS, and any attempted assignment or dele- gation without prior written consent shall be void. Any assignee or delegate of CONSULTANT to whom such assignment or delegation is made with the consent of WTLS shall be bound by all of the terms and conditions of this contract. F. Certificate of Consultant. CONSULTANT acknowledges that it is informed that Texas law prohibits contracts between the City and its officers and employees, and that the prohibition extends to officers and employees of City agencies such as City - owned utilities and certain City boards and commissions, and to contracts with any partnership, corporation or other organization in which the officer or employee has an interest. CONSULTANT certifies (and this contract is made in reliance thereon) that neither it nor any person having an interest in this contract is an officer or employee of City or of any of its agencies. G. Law Governing Agreement and Venue. Venue and juris- diction of any suit, right, or cause of action arising under or in connection with this contract shall lie exclusively in Lubbock County, Texas, and any dispute arising hereunder shall be governed by the laws of the State of Texas. H. Address for Notice. All notices to CONSULTANT made pursuant to this contract shall be sufficient when mailed, certi- fied mail, with return receipt requested and so returned, to CONSULTANT at P.O. Box 5488, Chicago, Illinois 60680. All notices made to the City of Lubbock pursuant to this contract shall be sufficient when mailed, certified mail, return receipt requested and so returned to Jim Scheppke, Coordinator West Texas Library System, 1306 9th Street, Lubbock, Texas 79401. I. Entire Agreement. This contract and the documents de- signated in Article II hereof constitute and express the entire agreement between the parties and shall not be amended or modi- fied except by written instrument signed by both parties. This Contract is executed this 13th day of January, 1983 in three counterparts, each of which is an original, on behalf of CONSULTANT by its president and on behalf of WTLS by the Mayor of the City of Lubbock, both of whom are thereunto duly authorized. ATTEST: L,—,2= - .17 jx'�' e yn a ga, C t cretary- Treasurer APPROVED AS TO CONTENT: 0c eppce, oor in for West ex s Library System APPROVED AS TO CONTENT: S� bob Cass, Assistant City Manager APPROVED A,$TO FORM: Join Sherwin, Asst.Z"ity attorney WEST TEXAS Y SYS M BY: XTEL c LISTER, MAYOR CITY OF LUBBOCK RMG CONSULTANTS, INC. C T BY: ROB MCGEE, RESIDENT ATTEST: Secretary EXHIBIT A PHASE ONE Character and Extent of Services to be performed by Consultant Task 1. After receipt of written notification to proceed, CON- SULTANT shall perform an in depth survey and analysis of the relevant characteristics of the libraries within the WTLS for the purpose of determining the type of automated ser- vices that would benefit such member libraries and of deve- loping alternative approaches to the provision of suitable services. Automated library services to be considered by CONSULTANT shall include, but shall not be limited to, the following: 1. Automated circulation management. 2. Automated intra-system resource sharing. 3. Online bibliographic database capability. 4. Automated acquisitions control. 5. Online public access catalog capability. 6. Automated film booking capability. 7. Word-processing and other administrative utilities. CONSULTANT shall state the basis of its determination of which services are suitable. CONSULTANT shall identify at least three alternative ap- proaches for the provisions of automated library services including, but not limited to, a centralized 14RC-based network, a limited distributed network utilizing two or more nodes as service providers, and provision of services through affiliation with the Harrington Library Consortium. Task 2. CONSULTANT shall evolve a plan for development of a regional database including the following specific task: 2.1. CONSULTANT shall prepare an analysis of the current availability of machine-readable bibliographic records in WTLS. 2.2. CONSULTANT shall propose a plan for conversion of bib- liographic and patron data into machine-readable form, in- cluding cost estimates for the recommended approach to such conversion. 2.3. CONSULTANT shall prepare a cost estimate for loading the database onto an automated system. PHASE TWO Cost -benefit Analysis CONSULTANT shall analyze no less than three possible alter- native approaches developed in tasks one and two on the basis of cost in relation to benefit derived, including detailed cost estimates for each as follows: Task 3. Start-up costs for each alternative approach to pro- vision of automated services including: a) Site preparation b) System hardware and software c) Training fees d) Consultant fees e) Other discernible costs Task 4. Telecommunications costs, including: a) Equipment costs b) Annual operating costs c) Other discernible costs Task 5. Annual operating costs of alterantive approaches ex- clusive of telecommunications costs, but including: a) System operations personnel costs b) System maintenance costs c) Other discernible costs PHASE THREE Recommendation Task 6. Based on the analysis performed in the preceding phases, CONSULTANT shall prepare a written report clearly setting forth CONSULTANT'S recommendations of a cost/service optimal approach. Such report shall include the following detailed descriptions: 1. Recommended network structure. 2. Recommend telecommunications within network. 3. All estimated costs, initial and ongoing. PHASE FOUR Plan for implementation Task 7. CONSULTANT shall develop a plan for implementation of the recommended approach to the provision of automated ser- vices. Such plan shall provide a detailed description of phasing in the recommended services over a period of several years and shall include detailed cost estimate of total costs for each phase. REPORTS Consultant shall prepare and submit to WTLS the following reports which must be received by WTLS no later than the times as indicated hereafter; such times are essential terms of this agreement. 1. Monthly status reports. No later than the loth day of each month CONSULTANT shall furnish to WTLS ten copies of a detailed written report of CONSULTANT'S progress toward completion of this feasibility study through the end of the prior month. Such report must be in the office of WTLS by the date indicated and must include the following: (a) a detailed description of the activities of the prior month in relation to the specific tasks re- quired of the CONSULTANT; (b) identification and description of any problems encountered in the course ot the prior month's activities; (c) a detailed description of the activities of the coming month in relation to the specific tasks required of the CONSULTANT. 2. Final Report. No later than May 1, 1983, CONSULTANT shall furnish to WTLS ten copies of CONSULTANT's final written report which must include the following: (a) a narrative description of (1) the nature of the study, (2) the analysis undertaken in arriving at the CONSULTANT'S recommendations, and (3) the alternative approaches which were considered in arriving at the recommendations; (b) the detailed recommendation of the study; (c) such report and analysis should encompass all of the tasks listed in this Exhibit A. (d) the final report must include the following dis- claimer: The activity which is subject of this report was supported in whole or in part by the U.S. Depart- ment of Education. However, the opinions expressed herein do not necessarily reflect the position or policy of the U.S. Department of Education and no official endorsement by the U.S. Department of Education should be inferred. 3. Oral Presentation. CONSULTANT shall make an oral presentation to the WTLS Advisory Council, System members and other interested persons on a date subsequent to May 1, 1983, which is mutually satisfactory to CONSULTANT and the Advisory Council. Such oral presentation should be thirty to sixty minutes long and should cover, in summary fashion, all of the contents of the final report.