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
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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:
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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
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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.
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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
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Clerk
CITY OF MILL VALLEY
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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
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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
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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: