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HomeMy WebLinkAboutCC Resolution 8525 (Library Automation Consulting)RESOLUTION NO. 8525 A RESOLUTION AUTHORIZING THE SIGNING OF A CONTRACT, LEASE OR AGREEMENT THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The VICE -MAYOR and CITY CLERK are authorized to execute, on behalf of the City of San Rafael, a contract, lease or agreement with SUSAN BAERG EPSTEIN, LIBRARY AUTOMATION CONSULTANT (From October 7, 1991 to December 31, 1993) a copy of which is hereby attached and by this reference made a part hereof. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a Regular meeting of the City Council of said City held on the Seventh day of October , 1991 by the following vote to wit: AYES: COUNCILMEMBERS:Boro, Thayer & Vice -Mayor Breiner NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Shippey & Mayor Mulryan JE . LEONCINI Cit. lerk � � Y ¢�a� ORli,lidAl 1 AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is made and entered into this 7 th day of October 1991, by and between the City of San Rafael, a municipal corporation, hereinafter referred to as "City," and Susan Baerg Epstein, Ltd., hereinafter referred to as "Consultant." RECITALS Whereas, the Cities of San Rafael, Mill Valley, Sausalito, and the County of Marin executed a Joint Exercise of Powers Agreement (hereinafter referred to as "Agreement") on June 17,1991 for the purpose of planning a new integrated on-line library system to be jointly owned and operated by the parties to the Agreement, a copy of which is attached hereto and incorporated by reference as "Exhibit A"; and Whereas, the parties to the Agreement have agreed to provide local funds according to a cost-sharing formula, and in amounts specified in the Joint Exercise of Powers Agreement, to initiate planning for the integrated on-line library system, and to pay for the services of an automation consultant; and Whereas, the parties to the Agreement have agreed that the City of San Rafael will contract with an automation consultant on their behalf to accomplish various tasks in planning a new integrated on-line system, and that the City will be the fiscal agent for the other parties for the term of the Agreement; and Whereas, the parties to the Agreement have chosen Susan Baerg Epstein as the automation consultant to assist them in planning a new integrated on-line library system. Now, Therefore, in consideration of mutual covenants and agreements contained herein, the City of San Rafael, and Susan Baerg Epstein hereby agree as follows: 1. Term: The term of this Agreement is from the day and year first written above until December 31, 1993. 2. Scope of Services: In accordance with this Agreement, the Consultant agrees to assist the City, the Marin County Free Library, the Sausalito Library, and the `fill Valley Library in planning and implementing a shared integrated online system, according to the workplan and timeline in "Exhibit B" which is attached hereto and incorporated by reference. 3. Independent Contractor. It is expressly understood and agreed to and by all that Consultant, Consultant's employees, and agents while engaged in carrying out and complying with any of the terms and conditions of this agreement, are independent contractors and not employees of City. Consultant, Consultant's employees, and agents expressly warrant that they will not, at any time or in any manner, represent that they are agents, servants, or employees of City. 4. Non -Assignment: This agreement contemplates the expert and unique services of Consultant. It is recognized by the parties that a substantial inducement to the City for entering into this agreement was, and is, the professional reputation and competence of Consultant. Consultant shall neither assign any interest in this agreement nor subcontract portion of the performance contemplated and provided for herein without the written consent of City. 5. Compensation: The Consultant will be paid on a time and expenses basis at a rate of $800 per eight hour consulting day ($100.00 per hour), including travel time. Total fees for consulting services shall not exceed $50,000. The parties agree that consulting services will be billed to the nearest quarter hour. Travel expenses will be billed as actually incurred, with air travel expenses and time split if a trip is made for more than one client. All other expenses, such as telephone and clerical support, are included in the consulting fee. City shall pay the Consultant upon timely presentation of invoices. 6. Production and Ownership of Documents: All statements, documents or other materials produced by Consultant pursuant to this agreement shall be the exclusive property of the City of San Rafael, the City of Sausalito, the City of Mill Valley, and the Marin County Free Library. 7. Indemnification: 3 Consultant agrees to defend, indemnify, protect, and hold City and its agents, officers, and employees, harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Consultant's employees, agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of Consultant and his agents, officers or employees, in performing the work or services herein described, and all expenses of investigating and defending against same; provided, however, that Consultant's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. 8. Arbitration: Consultant and City agree to submit any claims arising under this agreement to binding arbitration pursuant to the current provisions of the California Code of Civil Procedure and any successor statutes. 9. Equal Employment Opportunity: During the performance of this Agreement, Consultant, for itself, its assignees and successors in interest, agrees as follows: (1) Con1Dliance with Reeulations: Consultant shall comply with the Executive Order 11246 entitled "Equal Employment Opportunity,": as labor regulations (41 C.F.R. Par 60), hereinafter referred to as the "Regulations." (2) Nondiscrimination: Consultant, with regard to the work performed by it after award and prior to completion of the work pursuant to this Agreement, shall not discriminate on the grounds of race, color, religion, sex or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. (3) Solicitation for Subcontractor, Includine Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Consultant for work to be performed under any subcontract, including procurements of materials or equipment, such potential subcontractor or supplier shall be notified by Consultant of Consultant's obligation under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, religion, sex or national origins. (4) Information and Reports: Consultant shall provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the City of San Rafael to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of Consultant is in 4 the exclusive possession of another who fails or refuses to furnish this information, Consultant shall so certify to the City of San Rafael and shall set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of noncompliance by Consultant with the nondiscrimination provisions of this Agreement, the City of San Rafael shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: (a) Withholding of payments to Consultant under the contract until Consultant complies: (b) Cancellation, termination, or suspension of the Agreement, in whole or in part. (6) Incorporation of Provisions: Consultant shall include the provisions of paragraphs 1 through 5 in every subcontract, including Regulations, orders, or instructions issued pursuant thereto. Consultant shall take such action with respect to any subcontractor or procurement as the City of San Rafael may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event Consultant becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Consultant may request City to enter such litigation to protect the interests of the City. 10. Termination and Notice This Agreement may be terminated by City or Consultant at any time upon ten (10) days after mailing or service of a written notice. Any such notice shall be addressed to Consultant at 1992 Lemnos Drive, Costa Mesa, California 92626; and to the City at P.O. Box 15160, San Rafael, Ca. 94915-1560. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination, provided, however, that City may condition payment of such compensation upon delivery to City by Consultant of any and all documents and materials prepared pursuant to this agreement. It is understood that any action by the City to terminate this Agreement would be the result of a unanimous decision of the parties to the Joint Exercise of Powers Agreement for the Planning of an Integrated On -Line Library System. 11. Whole Agreement This constitutes the entire agreement of the parties. No modification or amendment of this agreement shall be valid unless it is in writing and executed by all parties. G� IN WITNESS WHEREOF, City and Consultant have caused their authorized representatives to execute this Agreement the day and year first written above. ATTEST: ACA --,L - I %. ANNE M. LEONCIlVI City Clerk APPROVED AS TO FORM: GARY T. RAGGHIANTI City Attorney APPROVED AS TO CONTENT: r Vaughn Stratford, (ibrary Director CITY OF SAN RAFAEL DOROTHY �. BREINER Vice -Mayor CONSULTANT Susan Baerg Epstein Susan Baerg Epstein Ltd. JOINT F"ERCISE OF POWERS AGREEMEVT t- X H T OR THE PLANNING OF AN INTEGRATED ON-LINE LIBRARY SYSTEM This agreement, made and entered into this. 17th day of June 19 91 , by and between the Cities of San Rafael, Mill Valley, Sausalito, and the County of Marin. WITNESSETH WHEREAS, the Cities of San Rafael, Mill Valley, Sausalito, and the County of Marin possess the common powers to provide library services; and WHEREAS, the parties are authorized to contract with each other for the joint exercise of any common power pursuant to California Government Code Sections 6500-6514; and WHEREAS, the Cities of San Rafael, Mill Valley, Sausalito, and the County of Marin desire to improve library services to the public through the implementation of a shared integrated on-line automated library system; and WHEREAS, an integrated on-line automated library system shared by the public libraries in Marin County will make a greater range of books and other materials available to library users throughout Marin County; and WHEREAS, the Cities of San Rafael, Mill Valley, Sausalito, and the County of Marin believe that the greatest possible benefit from the use of public funds may be realized through the shared ownership and operation of an integrated on-line automated library system. NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter stated and the performance thereof, the parties hereto do agree as follows: PURPOSE This agreement is for the purpose of providing for the planning of a new integrated on- line automated library system to be jointly owned and operated by the Cities of San Rafael, Mill Valley, Sausalito, and the County of Marin. The parties recognize that this is an interim agreement and anticipate that it will be superseded by a joint powers agreement for the ownership, governance and operation of the integrated on-line automated library system REPRESENTATION The representative of each party hereto shall be the Library Director or a duly appointed alternate as determined by the jurisdiction. COPY XMISSION OF NEW ENTITIES Any agency which has the power to provide public library services in Marin County may become a party to this agreement with the consent of the governing bodies of the Cities of San Rafael, Mill Valley, Sausalito, and the County of Marin. FISCAL AGENT The City of San Rafael shall be the fiscal agent for the participating libraries, for the term of this Agreement. COSTS The parties agree to provide local matching funds in an amount not to exceed $50,000 for FY 91-92 to initiate planning for the integrated on-line automated library system. The costs are to be allocated as follows: Marin County Free Library City of Mill Valley City of San Rafael $33,200 (66.4%) $5,250 (10.5%) $9,150 (18.3%) City of Sausalito $2,400 (4.8%) This allocation is derived from a cost sharing formula. Each jurisdiction's allocation is defined as the average of the following three figures taken from the 1990 State Library Report: 1. its percentage of the total circulation of the four jurisdictions 2. its percentage of the total holdings of the four jurisdictions 3. its percentage of the total population of the four jurisdictionts WORK PLAN/SCHEDULE The parties agree to the work plan and schedule as enumerated in "Exhibit A," a copy of which is incorporated by reference herein. The timely completion of tasks enumerated in "Exhibit A" is the responsibility of all parties to this agreement. AUTOMATION CONSULTANT The parties agree that the City of San Rafael will contract with the automation consultant on their behalf in accordance with the work plan outlined in "Exhibit A." On receipt of an invoice from the automation consultant, the City of San Rafael will invoice the participating jurisdictions for their share of automation -consultant costs in accordance with the cost sharing formula stated in this Agreement. TERM OF AGREEMENT The agreement shall begin when it is executed by all parties hereto. The term of this agreement shall be until July 1, 1992 when it is anticipated that all of the items outlined in "Exhibit A" will be completed. FUTURE AGREEMENTS It is anticipated that this agreement will be superseded by a Joint Exercise of Powers Agreement for ownership and operation of the system. The future joint powers agreement will include a cost allocation formula and a governance structure for operation of the system. TERKWATION if any parry hm= te. .mates its participation in the Agz =cL ..t wa melt sII local matching funds already expended on the project. It will also be liable fta the fan amount of its share of costs as enumcratr3 in this Ag m=cnt in the sedan tined -Costs," AMENDMENT OR MODIFICATION This constitutes the entire Agreement of the parries. No nmMczdm or zn=dment of this Agreement shall be valid unless it is in writing and:.,-. .. ,- A by all pm3j= IN WITNESS WHEREOF, the parries hereto have caned than duly aahariad representatives to execute this agreement the day and year fimt above wtin= COUNTY OF MARIN SU oaxd of Supervisors � des,., CQ Clerk CITY OF MILL VALLEY r-0 un, IWO% ATTEST: `" "i1 QTY OF SAN RAFAEL 5' Mayor AT=.- CM TTEST. CITY OF SAUSALITO e; �-, a' 064 04#�A X A17M.- city 5x1v1z51r e 3yORK P The Libraries require assistance with tasks in four areas. Susan Baerg Epstein, Ltd. will address these four areas in the following manner: AREA 1: EVALUATION TASK A: Read and analyze relevant materials, including annual reports, available statistics, procedures manuals, F9 internal reports on the current system, the current CLSI contract and maintenance agreement, Library Services in Marin: Planning for Excellence, and other available documents. TIMEFRAME: One consulting day, within four weeks after the signing of a contract between the Libraries and the consultant. TASK B: Make a 4 day site visit to Marin County to review current operations, current hardware and transaction loads, and projected 5 year work loads. Meet with staff from all areas of the Libraries. Discuss the current system(s) and operations, strengths and weaknesses, desired functionality of a new system, and desired procedural changes. Particular attention will be paid to acquisitions, cataloging, and circulation processes, and the current catalog. These meetings will include discussions of anticipated changes in library service and the role of new technology in assisting with these changes. Meet with officials, as necessary, regarding procurement, legal, and insurance regulations. TIMEFRAME: Five consulting days, within eight weeks of signing the consultant contract, assuming the contract is signed by September 1, 1991. (This activity may be accomplished as two 2 -day visits, depending upon scheduling.) TASK C: Prepare a report of findings which will include: Outline of a plan for an automated system(s), whether integrated or interfaced, to meet identified needs, including approximate size of a system and number and types of terminals and other peripherals to meet fifth year needs Outline of a plan for a method to upgrade the current database to MARC records. TIMEFRAME: Five consulting days, within two months of the site visit in Task B. AREA 2: REQUEST FOR PROPOSAL/SELECTION OF VENDOR TASK A: Prepare a list of vendors of integrated systems or other suggested solutions which most closely meet the 5 Libraries' criteria. TIMEFRAME: Included with preparation of the Request for Proposals. TASK B: Prepare an outline of telecommunications requirements for the automated system. Since the design of the telecommunications network will have an impact on the performance of the automated system, it is suggested that these requirements be included with the automated system Request for Proposals to allow vendors to propose a full turnkey system. If the design provided by the ,selected vendor is appropriate for the Libraries' needs the Libraries can include that design in the resultant system contract and receive stronger performance guarantees. If the design is not adequate, a separate procurement can then be conducted. TIMEFRAME: One consulting day, concurrent with preparation of the Request for Proposals. TASK C: Prepare a draft Request for Proposals based on information obtained during previous activities. The Request for Proposals will include functional, reliability, and performance specifications and will request costs for a phased implementation over five years. TIMEFRAME: Two consulting days, with a draft submitted to the Libraries by January 1, 1992. TASK D: Make a one day site visit to Marin County to review draft Request for Proposals with staff. TIMEFRAME: One and a half consulting days, within four weeks of submission of the draft Request for Proposals. TASK E: Prepare a final Request for Proposals for distribution by the Libraries. TIMEFRAME: One consulting day, with the final RFP submitted to the Libraries by March 16, 1992. TASK F: Develop a weighted criteria for staff evaluation of vendor proposals, based upon information gathered earlier in the project. TIMEFRAME: One consulting day, within four weeks of submission of the final Request for Proposals. TASK: Read all proposals submitted by vendors. TIMEFRAME: Three consulting days, within thirty days of proposal receipt. TASK H: Prepare a detailed cost analysis for each proposed system. TIMEFRAME: One consulting day, within thirty days of proposal receipt. TASK I: Make a two day site visit to Marin County to meet with the Libraries regarding vendor selection. During this visit the choice of vendors will be narrowed, and reports from various proposal readers including the consultant will be used to select one to three vendors for detailed consideration. Questions and requests for clarification and/or demonstration will be prepared for each vendor under serious consideration. TIMEFRAME: Two and a half consulting days, within forty-five days of proposal receipt. TASK J: Review vendor clarifications and concerns of the Libraries. Make a one day visit to Marin County to meet with vendors and view demonstrations (if necessary) and to make final vendor selection. TIMEFRAME: Two consulting days (one in Marin County), within three weeks of preliminn,y selection meeting. AREA 3: VENDOR CONTRACT TASK A: Write a draft contract for legal review. This draft contract will be based upon specific concerns of the Libraries and will include performance, reliability, and functional testing and acceptance as well as transition concerns. TIMEFRAME: Three consulting days, within thirty days 7 of vendor selection. TASK B: Conduct negotiations with the vendor in Marin County. Assist with completion of contract. TIMEFRAME: Four consulting days (three in Marin County), within thirty days of completion of draft contract. AREA 4: SYSTEM IMPLEMENTATION TASK A: Assist the Libraries in planning for the transition to the new system. Discussion of these issues will be frequent throughout the term of the contract. Assistance in this area may be in the form of a formal site visits or by informal telephone calls, depending upon the nature and complexity of the problems to be solved. Transition assistance can be in the areas of project management tools and training, procedural and policy changes, parameter selection, database upgrade and transfer, authority control, interim procedures, staff training, public relations, or vendor communications. These activities will be tailored to meet the needs of the Libraries as they are identified. During this transition period, telephone reports will be made to the Project Director at least monthly. Throughout this project, activities and products will be tailored to the needs of the Libraries. The resultant system(s) must fit the needs of the Libraries, as seen by the Libraries, in order for any automation system to be successful. Implementation and transition concerns are at the heart of the success of any system. If careful attention is not paid to these political and human, as well as technical, concerns throughout the project, success is less likely to occur. Work will be adapted to build upon and augment the current knowledge of the Libraries. The goal of any consulting project should be a smooth, successful, working system, meeting the needs of the public and of the staff. TIMEFRAME: As requested by the Libraries. Provision has been made in the fixed fee bid for ten days of consulting, including telephone consultation and five trips to Marin County. E: