R-12-08-09-G2 - 8/9/2012 RESOLUTION NO. R-12-08-09-G2
WHEREAS, the City of Round Rock desires to retain professional consulting services for a
comprehensive strategic master plan and implementation guide; and
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WHEREAS, Godfrey's Associates, Inc. has submitted an Agreement for Consulting Services
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to provide said services; and
WHEREAS, the City Council desires to enter into said agreement Godfrey's Associates, Inc.,
Now Therefore
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BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
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Agreement for Consulting Services For Development of Strategic Master Plan With Godfrey's
Associates, Inc., a copy of same being attached hereto as Exhibit "A" and incorporated herein for all e
purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
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subject of the meeting at which this Resolution was adopted was posted and that such meeting was
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open to the public as required by law at all times during which this Resolution and the subject matter
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hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
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RESOLVED this 9th day of August, 2012.
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ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
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SARA L. WHITE, City Clerk
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EXHIBIT
„A»
CITY OF ROUND ROCK AGREEMENT
FOR CONSULTING SERVICES FOR
DEVELOPMENT OF STRATEGIC MASTER PLAN
WITH GODFREY'S ASSOCIATES,INC.
THIS AGREEMENT is entered into on this the day of , 2012,
by and between the City of Round Rock, a Texas home-rule municipal corporation, whose
offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (hereinafter referred
to as the "City"), and Godfrey's Associates, Inc., whose offices are located at 3908 Hawthorne
Avenue,Dallas,Texas 75219-2219 (hereinafter referred to as the"Consultant"or"Godfrey's").
RECITALS: y
WHEREAS, City desires to contract for Consultant's services generally described as
provision of a comprehensive strategic master plan and implementation guide; and
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WHEREAS, City has determined that there is a need for the delineated services;and
WHEREAS, City desires to.contract for such services; and ;
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WHEREAS, the parties desire to enter into this Agreement to'set forth in writing their
respective rights, duties and obligations hereunder;
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NOW,THEREFORE,WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE,DURATION,AND TERM
- This Agreement shall be effective on the date it has been signed by every party hereto,
and shall remain in full force and effect unless and until it expires by operation of the term
indicated herein, or is terminated or extended as provided herein.
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The term of this Agreement shall be for ten(10) years from the effective date hereof.
City reserves the right to review this Agreement at any time, and may elect to terminate
this Agreement with or without cause or may elect to continue.
2.01 . SCOPE OF SERVICES; CONTRACT AMOUNT; PAYMENT FOR SERVICES
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant a not-to-exceed amount in accordance with this section, in
payment for services and the Scope of Services deliverables as delineated herein and in attached
exhibits.
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Consultant expressly acknowledges and agrees that all deliverables delineated in Part III
"Specifications" of City's Solicitation Number 12-007, Specification Numbers 918-32, 918-27
dated March 2012, attached hereto as Exhibit""A" and incorporated herein in full by reference,
are an integral part of the required performance of Consultant under this Agreement. '
Phase I
1.1 Gather and review data
1.2 Demographics/environmental scan
1.3 Peer community comparison
1.4 Peer library comparison
1.5 Community engagement s
1.5.1 Community engagement: public focus groups
1.5.2 Community engagement: stakeholder interviews
1.5.3 Community engagement: community meetings
1.5.4 Community engagement: surveys.
1.5.5 Community engagement: staff focus groups
1.6 Analyze SWOT
1.6.0 SWOT: administration
1.6.1 SWOT: resources/collections
1.6.2 SWOT: programs and services k
1.6.3 SWOT:technology
1.6.4 SWOT: facilities }
1.6.5 SWOT: staffing
1.6.6 SWOT: budget 4`
1.6.7 SWOT: funding
1.6.8 SWOT: marketing/public relations
1.7 Identify library's core business
1.8 Identify regional partnerships
1.9 Identify funding strategies
Phase I Subtotal $37,276*
Phase H
2.1 SWOT analysis report
2.1.1 Demographics/peer library report
2.1.2 Library services report
2.1.3 SWOT analysis report
2.2 Define library's core business
2.3 Implementation plan
2.3.1 Capital and operational budgets/funding schedule
2.3.2 Facility recommendations
2.3.3 Measurable objectives Iv,
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2.4 Identify regional partnerships j
2.5 Identify funding strategies
2.6 Library trends
Phase*H Subtotal $16,632*
Total for Phases I and II $539908**
Phase I"and Phase H deliverables must be completed, delivered, and accepted by f
City within twelve (12) months of effective date of this Agreement, as a
prerequisite to final payment.
** Payments for Phase I shall be sequenced as follows: $12,425.33 shall be due and
payable.by City to Consultant following acceptance by City's Library Director of
Consultant's second draft report; $12,425.33 shall be due and payable by City to F
Consultant following acceptance by City's Library Director of Consultant's.fourth
draft report; and the third and final payment of $12,425.33 shall be due and
payable by City to Consultant following acceptance by City's Library Director.of
Consultant's final report for Phase I.
Payments for Phase II shall be sequenced as follows: $16,632.00 shall be due and
payable by City to Consultant following acceptance by City's Library Director of
Consultant's final report for Phase H.
Purchase of Customer Analytics $20,000
Purchase of Customer Analytics shall be from a source approved by City in
writing in advance of purchase.
The Customer Profile (standard trade area, cardholder and materials profile, all
training, and client.services) shall include access to SCOUT for ten (10)computer
stations (staff stations, library and/or City) for twelve (12) months fiom
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completion of the Customer Profile. The cost of$20,000 shall cover a Customer
Profile for City's existing library and an analysis of other potential additional
locations on an ongoing basis. g
Optional Purchase of Bilingual Telephone Survey of Non-Users $7,850
Purchase of telephone survey of non-users shall be optional, and shall be entirely ='
at the discretion of City. If City exercises such option to purchase, same shall be
fiom a source approved by City in writing in advance of purchase.
The Telephone Survey shall consist of a Random Digital Dialing.(RDD)survey of u
400 non-users with a 95% confidence interval and+/- 5%variance, not to exceed
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four (4) minutes in length, with 30% Hispanic participation and 25% cell phone
user participation. City's library shall provide Consultant with a list of registered
customers-in electronic form to aid in Consultant's identification of non-users.
The cost of$7,850 shall cover all expenses and all reporting in electronic format E
with color graphics.
Optional Purchase of Bilingual Telephone Survey of Users $9,000
Purchase .of telephone survey of users shall be optional, and shall be entirely at
the discretion of City. If City exercises such option to purchase, same shall be
fiom a source approved by City in writing in advance of purchase.
The Telephone Survey shall consist of a Random Digital Dialing(RDD) survey of
400 users with a 95% confidence interval and+/- 5% variance,not to exceed five
(5) minutes in length, with Hispanic participation and cell phone user
participation. City's library shall provide Consultant with a list of registered
customers.and their telephone numbers in electronic form to aid in Consultant's
identification of non-users (this assumes some customers will be -Spanish-
speaking only and some customers will be cell phone users only). The cost of
$9,000 shall cover all expenses and all reporting in electronic format with color
graphics.
Reimbursable Travel Expenses for Phases I and II Not to exceed $6,476
Reimbursement for travel.expenses shall be for actual expenses incurred, without
markup, for travel authorized in advance by City in writing; such reimbursement
shall not exceed a total of$6,476 for Phases I and H of this Agreement during the
first year of the Agreement;.and such reimbursement shall be in accordance with
Exhibit`B"attached hereto and incorporated herein by reference for all purposes.
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NOT TO EXCEED TOTAL: $96,934
Phase III Not to exceed$4,500 per year
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Ongoing consulting services for years 2 through 10 of this Agreement, at City's
sole discretion and direction each year, Which services may include but not be
limited to assistance with implementation of the master plan, plan verifications,
and plan updates to accommodate changing growth and economic trends.
shall be invoiced to
All Phase III services of Consultant City at the rate of$110
per hour, billed in 15-minute increments, and shall in no event exceed the amount
of$4,500 per year, and reimbursable travel expenses shall be for actual expenses
incurred,without markup,for travel authorized in advance by City in writing. f
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Deductions. No deductions shall be made from Consultant's compensation on account
of penalty,liquidated damages or other sums withheld from payments to Consultant.
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Additions. No additions shall be made to Consultant's compensation based upon claims,
whether paid by City or denied.
3.01 PROPOSAL FOR SERVICES
For purposes of this Agreement, Consultant has issued its proposal for services for the
tasks delineated therein. Such proposal for services is dated April 17, 2012, and submitted in
response to City's Solicitation Number 12-007, Request for Proposal, Specification Numbers
918-32, 918-27 dated March 2012. Such proposal for services is contained in binder form, and
may be accessed during normal business hours in the office of the City Clerk, and is incorporated
herein by reference for all purposes.
4.01 SCOPE OF SERVICES
Consultant shall satisfactorily and timely provide all services described under Section
2.01 of this Agreement, under Exhibit "A" attached hereto, under Consultant's proposal for
services, and under any related exhibit or attachment. Consultant's undertakings shall be limited
to performing services for City and/or advising City concerning those matters on which
Consultant has been specifically engaged. Consultant shall perform services in accordance with
this Agreement, in accordance with the relevant proposal for services, and in accordance.with
due care and prevailing consulting indushy standards for comparable services.
5.01 LINIITATION TO SCOPE OF SERVICES
Consultant and City agree that the scope of services to be performed is enumerated herein.
and in exhibits, and may not be changed without the express written agreement of the parties.
Notwithstanding anything herein to the contrary, the parties agree that City retains absolute
discretion and authority for all funding decisions, such to be based solely on criteria accepted by
City which may be influenced by but not be dependent on Consultant's work.
6.01 REQUIRED DRAFT REPORTS AND FINAL REPORT
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Consultant agrees to provide City with any draft reports and a detailed final written
report,together with all information gathered and materials developed during the course of work.
Consultant agrees to provide City with additional bound copies of the final written report,
if and as requested, with the right to make additional copies being at the sole election of City.
All copies of the written final report will be to specifications as-delineated by City.
7.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT
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Invoices. To receive payment for services, Consultant shall prepare and submit a series
of monthly invoices in a form acceptable to City. Each invoice for professional services shall
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track the "Scope of Services" category herein, and shall state.and detail the services performed,
along with documentation for each service performed. All payments to Consultant shall be made
on the basis of the invoices submitted by Consultant and approved by-City. Such invoices shall
conform to the schedule of services and costs in connection therewith. Should additional backup
material be requested by City, Consultant shall comply promptly with such request. In this
regard, should City determine it necessary, Consultant shall make all records-and books relating
to this Agreement available to City for.inspection and auditing purposes. '
Payment of Invoices. City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to*meet the
requirements of this Agreement. Following approval of invoices, City.shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 9.01 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and City or because of amounts which City has.a right to withhold under this Agreement or state
law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the
services, but not for taxes based upon Consultant's net income.
Offsets. City may, at its option, offset any amounts due and payable under this
Agreement against any debt(including taxes) lawfully due to City from Consultant, regardless of
whether the amount due arises pursuant to the terms of this Agreement or otherwise and
regardless of whether or not the debt due to City has been reduced to judgment by a court.
8.01 INTERLOCAL COOPERATIVE CONTRACTING/PURCHASING
Authority for local governments to contract with one another to perform certain
governmental functions and services, including but not limited to purchasing functions, is
granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts,
Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter
F, Section 27 1.101 and Section 271.102. '
Other governmental entities within the State of Texas may be extended the opportunity to
purchase off of the City of Round Rock's bid, with the consent and agreement of the successful
vendor(s) and Round Rock. Such agreement shall be conclusively inferred for the vendor from
lack of exception to this clause in the vendor's response. However, all parties hereby expressly
agree that the City of Round Rock is not an agent of,partner to, or representative of those outside
agencies or entities and that the City of Round Rock is not obligated or liable for any action or
debts that may arise out of such independently-negotiated"piggyback"procurements.
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9.01 ' PROMPT PAYMENT POLICY
In accordance with Chapter 2251,V.T.C.A., Texas Government Code, any payment to be
made by City to Consultant will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the"rate in effect" on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
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Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
A. There is a bona fide dispute between City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
causes the payment to be late; or
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B. There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its. supplier about the goods delivered or the service performed f
that causes the payment to be late; or
C. The terms of a federal contract, grant, regulation, or statute prevent City from
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making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
10.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and 4
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Contractor a written notice of termination at the end of its then-current fiscal year.
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11.01 TIlViETABLES
Unless otherwise indicated to Consultant in writing by City, or unless Consultant is
unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control,
the following timetable structure and deliverable due dates shall apply: not later than twelve (12)
months from date of execution hereof for completion of Phases I and II, and in accordance with
directives from City for consulting services performed during Phase 11I.
12.01 SUPPLEMENTAL AGREEMENTS
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or City Manager action, if City determines that there has
been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement, that being
twelve (12) months from the effective date hereof. Consultant shall not perform any work or
incur any additional costs prior to the execution, by both parties, of such Supplemental
Agreement. Consultant shall make no claim for extra work done or materials furnished unless
and until there is full execution of any Supplemental Agreement, and City shall not be
responsible for actions by Consultant nor for any costs incurred by Consultant relating to
additional work not directly authorized by Supplemental Agreeinent.
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13.01 TERNHNATION; DEFAULT
Termination: It is agreed and understood by Consultant that City may terminate this
Agreement for the convenience of City,upon thirty (30) days' written notice to Consultant, with
the understanding that immediately upon receipt of said notice all work being performed under
this Agreement shall cease. Consultant shall invoice City for work satisfactorily completed and
shall be compensated in accordance with the terms hereof for work accomplished prior to the
receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated
profits for work terminated under this Agreement. Unless otherwise specified in this Agreement,
all data, information, and work product related to this project shall become the property of City
upon teimmation of fs Agreement, an s-1rallJbe pro y delivered to ity In a reasonably
organized form without restriction on .future use, subject to.'the conditions .set forth herein.
8heuld City subsequently contract with a new consultant for continuation of service on the
project, Consultant shall cooperate in providing information. €
Termination of this Agreement shall extinguish all rights,'duties, and obligations of City
and the terminated party to fulfill contractual obligations. Termination under this section shall
not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in-this section shall require City to pay for any work which it deems
unsatisfactory or which is not performed in compliance with the terns of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the party provides the other party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the parties).
If default results in termination of this Agreement, then City shall give consideration to
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the actual costs incurred by Consultant in performing the work to the date of default. The cost of
the work that is useable to City, the cost to City of employing another firm to complete the
useable work, and other factors will affect the value to City of the work performed at the time of
default. Neither party shall be entitled to any lost or anticipated profits for work terminated for
default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating party and the terminated party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or I.
liabilities which occurredprior to termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
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14.01 NON-SOLICITATION
.Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither City nor Consultant shall offer employment to or shall
employ any person employed then or within the.preceding twelve (12) months by*the other or
any affiliate of the other if.such person was involved, directly or indirectly,in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who'was solicited
solely through a newspaper advertisement or other general solicitation.
15.01 CITY'S RESPONSIBILITIES g
Full information: City shall provide full information regarding project requirements.
City shall have the responsibility of providing Consultant with such documentation and
information as is reasonably required to enable Consultant to provide the services called for.
City. shall require its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services.
Consultant may rely upon written information provided by City and its employees and agents as
accurate and complete. Consultant may rely upon any written directives provided by City or its
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designated representative concerning provision of services as accurate and complete.
Required materials: Consultant's performance requires receipt of all requested
information reasonably necessary to provision of services. Consultant agrees, in a timely
manner,to provide City with a comprehensive and detailed information request list,if any.
16.01 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, not City'-s employee. Consultant's employees or
subcontractors. are not City's employees. This Agreement does not create a partnership
relationship. Neither party has authority to enter into contracts as agent*for the other party.
Consultant and City agree to the .following rights consistent with an independent contractor
relationship:
A., Consultant has the right to perform services for others during the tern of this
Agreement;
B. Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed;
C. Consultant has the right to hue assistants as subcontractors, or to use employees
to provide the services required by this Agreement;
D. Consultant or its employees or subcontractors shall perform the services required
hereunder. City shall not hire,supervise, or pay any assistants to help Consultant;
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E. Neither Consultant nor its employees or subcontractors shall receive any training
from City in the skills necessary to perform the services required by this
Agreement;
F. City shall'not require Consultant its employees or subcontractors to devote full
time to performing the services required by this Agreement; and f
G. Neither Consultant nor its employees or subcontractors-are eligible to participate
in any employee pension, health; vacation pay, sick pay, or other fringe benefit
plan of City.
17.01 CONFIDENTIALITY; MATERIALS OWNERSHIP
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Any and all programs, data, or other materials fiunished by City for use by Consultant in
connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as•set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of"any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software; tools, methodologies, techniques, ideas, discoveries,
inventions, lmow-how, and any other information which reasonably should be understood to be
confidential. to Consultant is confidential information of Consultant. City's, confidential
information and Consultant's confidential information is collectively referred to as "Confidential 3
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
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Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing .Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
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Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information-of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement)the party to whom the request is made'provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant fiom providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything ing to the contrary in this Agreement, City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
City and delivered to City under the terms of this Agreement (the "Deliverables"); and €
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
tedhniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than the Deliverables). Consultant's working papers and
Consultant's Confidential Information (as described herein) shall. belong exclusively to
Consultant. City shall have a non-exclusive, non-transferable license to use Consultant's
Confidential Information for City's own internal use and only for the purposes for which they are
delivered to the extent that they form part of the Deliverables. l
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18.01 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally professional prevailing or industrystandards, and shall be performed in a
professional and workmanlike manner. Consultant shall re-perform any work not in compliance
with this representation.
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19.01 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of City or of this
Agreement, then and in that event City shall give written notification to Consultant; thereafter,
(a) Consultant shall either promptly re-perform such services to City's satisfaction at no
additional charge, or (b) if such deficient services cannot be cured within the cure period set
forth herein,then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence,willful misconduct or misrepresentations by City, its directors, employees or agents.
In no event shall Consultant be liable to City,by reason of any act or omission relating to
the services provided under this Agreement (including the negligence of Consultant), whether a
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claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive,
special or similar damages relating to or arising from the services, or (b) in any event, in the
aggregate, for any amount in excess of the total professional fees paid by City to Consultant
under this Agreement, except to the extent determined to have resulted from Consultant's gross
negligence,willful misconduct or fraudulent acts relating to the service provided hereunder.
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20.01 INSURANCE
Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the term
hereof professional liability insurance coverage:in the minimum amount of One Million Dollars
from a company authorized to do insurance business in Texas and otherwise acceptable to City.
Consultant shall in all respects comply with the provisions delineated in Item 8,Part I"General"
of City's Solicitation Number 12-007, Specification Numbers 918-32, 918-27 dated March 2012, f
attached hereto as Exhibit"A."
21.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
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Compliance with Laws. Consultant, its consultants, agents, employees and
subcontractors shall use best efforts to comply*with all applicable federal and state laws, the
Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules
and regulations promulgated by local, state and national boards; bureaus and agencies.
Consultant shall fiu-ther obtain all permits and licenses required in the performance of the
services contracted for herein.
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Taxes. Consultant will pay all taxes,, if any, required by law arising by virtue of the
services performed hereunder. City is qualified for exemption pursuant to the provisions of '
Section 15 1.3 09 of the Texas Limited Sales,Excise,and Use Tax Act.
22.01 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale'of any product, materials or equipment that will be recommended or required for this
project.
23.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
other with respect to the terms of this Agreement. Neither party shall
representatives to each
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
24.01 LOCAL,STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following: ,
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A. Withhold FICA from Consultant's payments or make FICA payments on
Consultant's behalf; or'
B. Make state and/or federal unemployment compensation contributions on
Consultant's behalf, or
C. Withhold state or federal income tax from Consultant's payments.
25.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows: when delivered personally to recipient's
address as stated in this Agreement; or three (3) days after being deposited in the United States
mail,with postage prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Godfrey's Associates,Inc.
3908 Hawthorne Avenue
Dallas,TX 75219-2219
Notice to City:
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City Manager AND TO: City Attorney
221 East Main Street 309 East Main Street
Round Rock,TX 78664 Round Rock,TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
26.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas. If legal action is necessary
by either-party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive jurisdiction and venue shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
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27.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Consultant and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing.
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28.01 DISPUTE RESOLUTION
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration 3
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proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
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29.01 SEVERABILITY
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The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement, through a process
of mutual agreement and negotiation, to replace any stricken provision with a valid provision
that comes as close as possible to the intent of the stricken provision. The provisions of this
section shall not prevent this entire Agreement from being void should a provision which is of
the essence of this Agreement be determined void.
30.01 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities ' and duties shall' be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to City and according to generally accepted business
practices.
31.01 GRATUITIES AND BRIBES
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City may, by written notice to Consultant, cancel this Agreement without incurring any g
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
3-2.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to pei�foi�xr. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
-treat such failure as an anticipatory repudiation of this Agreement.
33.01 WSCELLANEOUS PROVISIONS
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Time of the Essence. Consultant agrees that time is of the essence and that any failure of
Consultant to complete the services for each phase of this Agreement within-the agreed project
schedule may constitute a material breach of this -Agreement. Consultant shall be. fully
responsible for its delays or for failures to use reasonable efforts in accordance with the terms of
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this Agreement. Where damage is caused to City due to Consultant's failure to perform in these
circumstances, City may withhold, to the extent of such damage, Consultant's payments
hereunder without waiver of any of City's additional legal rights or remedies. City shall render
decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly
progress of Consultant's work.
Force Majeure. Neither City nor Consultant shall be deemed in violation of.this.
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible or circumstances beyond its control. However, notice of such
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impediment or dein performance must be timely given, and all reasonable efforts undertaken
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to mitigate its effects.
Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement.
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement•may be executed in multiple counterparts, any
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one of which shall be- considered an original; and all of which, taken together, shall constitute
one and the same instrument. City agrees to provide Consultant with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
indicated. f
GODFREY'S ASSOCIATES,INC.
By:
Printed Name: 's L . c__ r--
Title: e ec
Date Signed: It, S 2 1
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CITY OF ROUND ROCK,TEXAS -
By: 1
Alan McGraw,Mayor
Date Signed:
FOR CITY,ATTEST: FOR CITY,APPROVED AS TO FORM:
By: By:
Sara L. White, City Clerk Stephan L. Sheets, City Attorney
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SOLICITATION NUMBER
12-007
SPECIFICATION NUMBER
918-32
918-27
MARCH 2012
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ROUND ROCK, TEXAS
PURPOSE, PASSION. PROSPERITY. a
Purchasing Division
221 East Main Street
Round Rock, Texas 78664-5299
512-218-6682
www.roundrocktexas.gov
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Solicitation #12-007
REQUEST FOR PROPOSAL
LIBRARY SERVICES
STRATEGIC 'MASTER PLAN CONSULTANT
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Responses Due: April 17, 2012
EXHIBIT
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SOLICITATION NUMBER
12-007
SPECIFICATION NUMBER
918-32
918-27
MARCH 2012
CITY OF ROUND ROCK i
REQUEST FOR PROPOSAL
LIBRARY SERVICES STRATEGIC MASTER PLAN
PART
GENERAL
1. PURPOSE: The City of Round Rock, hereinafter"City", seeks an agreement with a qualified
Individual, Firm,or Corporation, hereafter referred to as"Respondent", to providee-a comprehensive
ten-year strategic master plan and implementation guide, hereinafter"Plan",that shall define the
current and future roles and responsibilities of the City's Library, hereinafter"Library" in meeting the
needs of the community. Furthermore,the Plan shall outline the Library's significance in
contributing to the City's broader goal to be the City of Choice.
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The purpose of the Plan is to provide analysis, guidance and a"road map"to assure that the
Library can accommodate the growing service, program, facility and technology needs of its
customers. To enable this directive,the City seeks a comprehensive Strength,Weakness,
Opportunity and Threat(SWOT)Analysis of the Library and its current service delivery methods,a I
clear set of priorities to meet the growing need for service expansion and a step-by-step action plan
and schedule that can be supported through policy and a commitment of City resources. Areas of
focus shall include but not be limited to.resources, programs, technology,facilities,staffing, budget
and-funding. I
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2. BACKGROUND AND HISTORY: The City of Round Rock,Texas,with a population of 150,000,to
include those residents living just outside the City limits,is located 15 miles north of Austin in the
Central Texas Hill Country. This location places the City within three hours driving time to ninety
percent of the population of the State of Texas. The City has experienced tremendous growth over the
past ten years and is home to a number of major employers. The City is scheduled for a 2060 build-
out of 300,000 residents.
The history of the Library spans over 50 years and includes:
2.1. .1962 Area Library was organized by the Round Rock Ladies Home Demonstration Club.
2.2. 1965 Library was administered by the state-chartered, nonprofit, Round Rock Public Library
Association.
2.3. 1977 City of Round Rock officially assumed ownership of the Library.
2.4. 1978 Library had fo be closed because the building had structural damage.
2.5. 1979 Library was relocated and opened for business in a temporary building on Liberty
Street.
2.6. 1980 Two-story structure was dedicated on the original site;the Library used the first floor
and the City Council Chamber occupied the second floor. I
2.7. 1988 The Library installed the Automated Library System.
2.8. 1996 Round Rock citizens voted for and passed a$3.5 million bond issue to expand the
Library from 11,000 square feet to 43,000 square feet. 9
2.9. 1999 Library building was named for two residents active in Round Rock civic organizations
and instrumental in starting and maintaining the Library: Robert G. and Helen Griffith.
2.10. 2008 renovations completed adding space for the Art Gallery. g
2.11. 2010 Library installed RFID (Radio Frequency ID)System. i
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SPECIFICATION NUMBER
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918-27
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3. EXISTING FACILITES, BUDGET AND STAFF: The Library is housed in a 43,000 square foot facility I
and serves the community with a variety of resources,services and programs. The Library is staffed i
by 29 full time staff members and utilizes over 6,800 volunteer staff hours annually. The facility is open
seventy-one(71)hours per week,seven days per week. The approved Financial Year(FY)2011
budget was$2,419,690.00. More information on the Library can be obtained from the City's website: .
http://www.roundrocktexas.gov/home/index.asp?page=5.
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4. LOCATION: The Library is located at 216 E. Main Street, Round Rock,Texas 78664.
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5. CURRENT SERVICE STATISTICS: The following usage and service statistics are available for
October 1,2010 through September 30,2011.
5.1. Total Items in Collection: 182,791
5.2. Circulation Transactions: 854,261
6.3.. Customer Visits: 291,591
5.4. Program Attendance: 30,092
6. CURRENT SERVICES: Current Library services include but are not limited to: 4
6.1. Public meeting rooms
6.2. Study rooms
6.3. Public access computers with printers
6.4. Other equipment including a typewriter, photocopiers, microfilm/fiche reader with printer
6.5. Art gallery
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6.6. Audiobooks, music CDs, DVDs,downloadable eBooks
6.7. Reference assistance
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6.8. Tax forms
6.9. Youth programming to include but not limited to: i
6.9.1. Summer reading program
6.9.2. Storytirries
6.9.3. Puppet shows
6.10. Reference databases
6.11. Book club kits
6.12, Adult programming to include but not limited to:
6.12.1. Classic film night
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6.12.2. Community-wide reading program
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6.12.3. Author events
6.13. Laptops available for use in the library
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6.14. Large print books
6.15. Genealogy collection(in partnership with the Williamson County Genealogical Society)
6.16. Magazines
6.17. Interlibrary loan
6.18. Foreign language collections: Hindi, Spanish and Chinese
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6.19. Friends of the Round Rock Public Library ongoing book sale
6.20. Computer classroom
7. DEFINITIONS:TERMS AND CONDITIONS: By submitting a response to this solicitation,the
Respondent agrees that the City's standard Definitions,Terms and Conditions, in effect at the time
of release of the solicitation, shall govern unless specifically provided otherwise in a separate €
agreement or on the face of a purchase order. Said Definitions,Terms and Conditions are subject
to change without notice. It is the sole responsibility of respondents to stay apprised of changes.
The City's Definitions,Terms and Conditions can be obtained from the City's website:
http:/ANww.rou nd rocktexas.gov/home/index.asp?page=463.
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8. INSURANCE: The Respondent shall meet or exceed ALL insurance requirements set forth by the
Insurance Requirements as identified on the City's website at i
http://www.roundrocktexas.gov/home/index.asp?page=463.
9. ATTACHMENTS: Attachment A is herein made a part of this solicitation:
9.1. Attachment A: Reference Sheet
10. CLARIFICATION: For questions or clarifications of specifications,you.may contact:
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Joy Baggett I
Purchasing Department
City of Round Rock
Telephone: 512-218-6682
ibaggett(a)round-rock.tx:us
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The individual listed above may be contacted by telephone or visited for clarification of the
specifications only. No authority is intended or implied that specifications may be amended or {
alterations accepted prior to solicitation opening without written approval of the City of Round Rock
through the Purchasing Department.
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11. QUALIFICATIONS: The opening of a solicitation shall not be construed as the City's acceptance of
such as qualified and responsive. All Respondents shall:
11.1. Be firms, corporations, individuals or partnerships normally engaged in the sale and
distribution of commodity or provision of the services as specified herein.
11.2. Have adequate organization,facilities, equipment and personnel to ensure prompt and
efficient service to the City. !
11.3. Provide a representative list of services of a scale and complexity similar to the services
being considered by the City.The list shall include the location, client, services provided by
your firm,term of services and an owner contact name.
12. BEST VALUE EVALUATION AND CRITERIA: Respondents may be required to make an oral
presentation to the selection team to further present their qualifications.These presentations will
provide the Respondent the opportunity to clarify their proposal and ensure a mutual understanding
of the services to be provided and the approach to be used.
All solicitations received may be evaluated based on the best value for the City. In determining best
value, the City may consider:
12.1. Purchase price and terms;
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12.2. Reputation of Respondent and of Respondent's goods and services;
12.3. Quality of the Respondent's goods and services;
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12.4. The extent to which the goods and services meet the City's needs;
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12.5. Respondent's past relationship with the City;
12.6. The total long-term cost to the City to acquire the Respondent's goods or services; i
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12.7. Any relevant criteria specifically listed in the solicitation.
12.8. The City reserves the right to reject any or all responses, or delete any portion of the
response,or to accept any response deemed most advantageous, or to waive any i
irregularities or informalities in the response received that best serves the interest and at the
sole discretion of the City.
13. AGREEMENT TERM: The terms of the awarded agreement shall be as follows: '
13.1. The term of the resulting agreement shall be ten (10)consecutive twelve(12) month
periods from the.effective date.
13.1.1. Part II of RFP, Scope of Work Phase 1 and 11 shall be one(1)consecutive twelve
(12)month periods from the effective date. i
13.1.2. Part II of RFP, Scope of Work Phase III shall be nine(9)consecutive twelve(12)
month period from the effective date.
13.1.3. If the respondent fails to perform its duties in a reasonable and competent
manner,the City shall give written notice the respondent of the.deficiencies and
the respondent shall have thirty(30)days to correct such deficiencies. If the
respondent fails to correct the deficiencies with the thirty(30)days,the City may I
terminate the agreement by giving the respondent written notice of termination
and the reason for the termination.
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13.1.4. If the agreement is terminated,for any reason,the respondent shall turn all i
records and data gathered pertaining to the Plan to the City within fifteen(15)
working days after completion of duties contained in the agreement.
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14. PRICE INCREASE OR DECREASE:A price increase to the agreement shall not be permitted. !
15. AWARD: The City reserves the right to enter into an agreement or a purchase order with a single
award,split awards, non-award, or use any combination that best serves the interest and at the i
sole discretion of the City. Award announcement will be made upon City.Council approval of staff
recommendation and executed agreement. Award announcement will appear on the City's website i
at http://www.roundrocktexas.mov/home/index.asp?page=463.
16. ACCEPTANCE:Acceptance of each deliverable specified herein should not take more than ten
(10)working days. The vendor will be notified within this time frame if the goods delivered is not in
full compliance with the specifications. If any agreement or purchase order is canceled for non- j
acceptance,the needed good may be purchased elsewhere and the vendor may be charged full
increase, if any, in cost and handling. I
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17. PROMPT PAYMENT POLICY: Payments will be made in accordance with the Texas Prompt
Payment Law,Texas Government Code, Subtitle F, Chapter 2251. The City will pay Vendor within
thirty days after the acceptance of the supplies, materials, equipment, or the day on which the
performance of services was completed or the day, on which the City receives a correct invoice for
the supplies, materials, equipment or services, whichever is later. The Vendor may charge a late
fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in
accordance with this prompt payment policy; however, this policy does not apply to payments made
by the City in the event:
17.1. There is a bona fide dispute between the City and Vendor concerning the supplies, materials,
services or equipment delivered or the services performed that causes the payment to be
late; or
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SOLICITATION NUMBER i
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SPECIFICATION NUMBER
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918-27
MARCH 2012
17.2. The terms of a federal agreement, grant, regulation, or statute prevent the City from making a
timely payment with Federal-Funds;or
17.3. The is a bona fide dispute between the Vendor- and a subcontractor or between a I
subcontractor and its suppliers concerning supplies, material, or equipment delivered or the
services performed which caused the payment to be late;or
17.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the
purchase order or agreement or other such contractual agreement.
18. NON-APPROPRIATION: The resulting Agreement is a commitment of the City's current revenues
only. It is understood and agreed the City shall have the right to terminate the Agreement at the
end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to i
purchase the estimated yearly quantities, as determined by the City's budget for the fiscal year in
question. The City may affect such termination by giving Vendor a written notice of termination at
the end of its then current fiscal year.
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PART II
SCHEDULE
1. SOLICITATION SCHEDULE: It is the City's intention to comply with the following solicitation •
timeline:
1.1. Solicitation released March 17,2012
1.2. Pre-Solicitation Meeting and Site Visit(Non-mandatory) March 29,2012
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March 29,2012 at 2:00 pm CT
Round Rock Library Meeting Room i
216 E.Main Street
Round Rock, Texas 78664
Call In Participation: (661)673-8600
1.3, Deadline for-questions March 30,2012
1.4. City responses to all questions or addendums April 6,2012
I.S. Responses for solicitation due by 3:00 PM April 17,2012
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1.6. Oral Presentation(if necessary) TBD 9
All questions regarding the solicitation shall be submitted in writing by&00 PM on the due
date noted in PART II, Paragraph 1,sub-paragraph 1.3. A copy of all the questions submitted
and the City's response to the questions shall be posted on our webpage,
http•//www.roundrocktexas.govlhome/index.asp?page=463. Questions shall be submitted to
the City contact named in PART I, Paragraph 9.
The City reserves the right to modify these dates. Notice of date change will be posted to the City's
website.
2. PRE-SOLICITATION MEETING: A pre-solicitation meeting, and site visit will be conducted to fully
acquaint Respondents with the existing Library facilities. The pre-solicitation meeting will be
conducted on:
March 29,2012 at 2:00 pm CT
Round Rock Library Meeting Room
216 E.Main Street
Round Rock,Texas 78664
Call In Participation: (661)673-8600
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SPECIFICATION NUMBER
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918-27
MARCH 2012
2.1. The City considers this pre-solicitation meeting Non-mandatory.
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********************SOLICITATION UPDATES********************
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3. SOLICITATION UPDATES: Respondents shall be responsible for monitoring the City's website at
http://www.roundrocktexas:gov/home/index.asp?page=463 for any updates pertaining to the
solicitation described herein. Various updates may include addendums, cancelations, notifications,
and any other pertinent information necessary for the submission of a correct and accurate
response. The City will not be held responsible for any further communication beyond updating the
website.
4. RESPONSE DUE DATE: Signed and sealed responses are due no later than 3:00 PM,on the date
noted above to the Purchasing Department. Mail or carry sealed solicitations to: I
City;of Round Rock
Purchasing Department
221 E.Main Street
Round Rock;Texas 78664-5299
4.1. Responses received after this time and date shall not be considered. l
4.2. . Sealed responses shall be clearly marked on the outside of packaging with the Solicitation
title, number,due date and "DO NOT OPEN".
4.3. Facsimile or electronically transmitted responses are not acceptable.
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4.4. Late responses will be returned to Respondent unopened if return address is provided.
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5. AGREEMENT NEGOTIATIONS: In establishing an agreement as a result of the solicitation
process,the City may:
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5.1. Review all submittals and determine which Respondents are reasonable qualified for award i
of the agreement.
5.2. Determine the Respondent whose submittal is most advantageous to the City considering the.
evaluation criteria.
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5.3. Attempt to negotiate with the most responsive Respondent an agreement at fair and
reasonable terms,conditions and cost.
5.4. If negotiations are successful, enter into an agreement or issue a purchase order.
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5.5. If not successful,formally end negotiations with that Respondent. The City may then:
5.5.1 Select the next most highly qualified Respondent and attempt to negotiate an
agreement at fair and reasonable terms, conditions and cost with that Respondent.
5.5.1 The City shah continue this process until an agreement is entered into or all I
negotiations are terminated.
5.6 The City also reserves the right to reject any or ail submittals, or to accept any submittal
deemed most advantageous, or to waive any irregularities or informalities in the submittal
received.
6. POST AWARD MEETING: The City and Respondent shall have a post award meeting to discuss,
but not be limited to the following:
6.1. City contact(s) information for implementation of agreement.
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6.2. Agreement terms and conditions.
6.3. Specific milestones, goals and strategies to meet objectives.
PART III
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SPECIFICATIONS
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1.
PHASE-I SCOPE OF WORK: With the goal of developing the Plan as specified herein,
Respondent shall be responsible for, but is not limited to carrying out the following tasks:
1.1. Thoroughly review existing Library Plan and current services and delivery methods.
1.2. Assess the current and projected City demographics as they pertain to the Library's service
needs. -
1.3. Conduct comparative analysis of City's growth trends to similar, adjacent communities. I
1.4. Conduct comparative analysis of Library services offered in similar, adjacent communities.
I.S. Conduct Community Engagement effort to garner Input from citizens on current and desired
Library services. Community Engagement shall be obtained from all community
demographic segments to include senior population segment that cannot drive or that do not
have access to public transportation. i
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1.6. Conduct complete SWOTAnalysis for Library as described herein. SWOTAnalysis shall
include but not be limited to: I
1.6.1 Resources/Collection
1.6.2 Programs
1.6.3 Technology
1.6.4 Facilities
1.6.4.1 *Evaluate current Library space and how the space might be used more
effectively
1.6.4.2 Evaluate facility options to include renovating, location change or
additional location
1.6.6 Staffing
1.6.6 Budget
1.6.7 Funding
1.7 Identify core business of Library.
1.8 Identify regional resource partnerships,such as regional colleges that offer Library resources.
1.9 Identify short and long term funding strategies.
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2. PHASE II SCOPE OF WORK:The deliverables provided to the City as a result of the Phase I work
and SWOT Analysis shall yield the following:
2.1. Detailed SWOTAnalysis Summary with action plan to capitalize on the strengths and address
the weaknesses of the Library's current service delivery. The summary shall include, but not
be limited to the following areas:
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2.1.1 Analysis of City demographics and growth trends as they pertain to Library services;
2.1.2 Analysis of current Library services offered and future library services desired. This
information shall be a result of the findings from Community Engagement efforts and
the analysis of Library services offered in similar, adjacent communities. This
analysis shall also incorporate recommendations'based on Best Practices from
successful Libraries nationwide and in communities of similar size.
2.1.3 Articulation of the Library SWOTAnalysis as it pertains to the following with
recommendations for each area to improve Library service delivery:
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2.1.3.1 Resources/Collection
2.1.3.2 Programs
2.1.3.3 Technology
2.1.3.4 Facilities
• Evaluation of current Library space and how the space might be
used more effectively;
• Evaluation of facility options to include renovating or location
change
2.1.3.5 Staffing
2.1.3.6 Budget
2.1.3.7 Funding .
2.2 Definition of the core business of the Libra and its role.and responsibilities in meeting the'
Library p 9
needs of the community.
2.3 Ten year schedule of implementation for Plan and associated recommendations.
2.3.1 Schedule shall detail capital requirements, projected budget and funding
requirements;
2.3:2 Facility recommendations with supporting organization chart and staffing plan.
These recommendations shall include:
2.3.2.1 Current facility optimization recommendations;
2.3.2.2 Potential site identification map; I
2.3.2.3 Mobile resource recommendations if applicable.
2.3.3 Implementation with measureable objectives.
2.4 Finding of regional resource partnerships, such as regional colleges that offer Library
resources.
2.5 Finding of short and long term funding strategies.
2.6 Statement of trends affecting the future of libraries in general.
3. PHASE 111 SCOPE OF WORK—Successful Respondent may be required to engage with the City in
an on-going consulting capacity for a period of nine(9)years to assist with the implementation of
said Plan. City recognizes that Master Plans must be flexible to accommodate changing growth
and economic trends. I
3.1 Terms of Phase III agreement are outlined in Part 1,#13 of the RFP.
3.2 The Cost Proposal for on-going ten year agreement shall be included in response per the
Submission Requirements. Cost proposal shall be broken out into Phase I, II and III.
PART IV
SUBMISSION REQUIREMENTS
1. SOLICITATION SUBMISSION REQUIREMENTS:To achieve a uniform-review process and obtain
the maximum degree of comparability,the responses shall be organized in the manner specified
below. Responses shall not exceed twenty(30)pages in length (excluding title pages(s)and
index/table of contents, attachments or dividers). Information in.excess of those pages allowed will
not be evaluated. One page shall be interpreted as one side of a double-spaced, printed, 81/2"X
11"sheet of paper. It is recommended that responses not be submitted in ringed binders or metal
spirals to conserve cost for both the Respondent and the City.
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The Respondent shall submit one(1)original signed paper copy and four(4)copies, clearly
identified as a"COPY"of its Response.
In addition,the Respondent shall submit one (1) CD, each containing a complete copy of
Respondent's submission in an acceptable electronic format(PDF, RTF,TXT, DOC, XLS). A
complete copy of the Response includes all documents required by this Solicitation. The CD shall
be titled:"SOLICITATION NUMBER-Complete copy of[Name of Respondent]'s submission."
If supplemental materials are included with the Response, each CD must include such
supplemental materials. The Response and accompanying documentation are the property of the
City and will not be returned. ,
1.1. Title Page(1 page)—Show the solicitation title and number,the name of your firm, address,
telephone number(s) name of contact person and date.
TAB#1 1.2. Letter of Transmittal(1 page)—Identify the services for which solicitation has been prepared.
1.2.1. Briefly state your firms understanding for the services to be performed and make a
positive commitment to provide the services as specified.
I
1.2.2. Provide the name(s)of the person(s) authorized to make representations for your
firm, their titles, address,telephone numbers and e-mail address.
1.2.3. The letter of each solicitation shall be signed in permanent ink by a corporate officer
or other individual who has the authority to bind the firm. The name and title of the
individuals(s)signing the solicitation shall be clearly shown immediately below the
signature.
TAB#2 1.3. Table of Contents(1 page)—Clearly identify the materials by Tab and Page Number.
TAB#3 1.4. Previous Performance/Experience—Provide detailed information on firm and team
experience with providing consultant services as described in the Scope of Work.
1.4.1. Respondent shall identify the project team and provide statement of qualifications for
those individuals to include education, professional registrations and areas and years
of service in the respective field.
1.4.2. Provide the name, address,telephone number and e-mail of at least three(3)firms
applicable to Municipal and/or Government projects that have utilized similar service t'
for at least(two)2 years. Include an brief overview of each project with, at a t
minimum, a short description of the services provided, including costs and
methodology used for projects. References may be checked prior to award. Any
negative responses received may result in disqualification of submittal. NOTE: r
REFERENCE FORM (ATTACHMENT A) PROVIDED. E-MAIL ADDRESSES ARE
REQUIRED.
1.4.3. Attachment A: Reference Sheet. !
TAB#4 1.5. Available Resources and Consultant Location—Provide information on size, resources and
business history of the firm.
TAB#5 1.6. Subcontractor Information: If Respondent intends to use subcontractors in the performance
of this project, a list of said subcontracts must be submitted with solicitation response. The
list shall include company name,address, phone number, contact name and reference list.
Information shall be provided to demonstrate their qualifications. The City reserves the right
to approve or disapprove any and all subcontractors prior to any work being performed.
TAB#6 1.7. Methodology—Respondent shall define the method and approach to be used in creating the &'
Plan. The Methodology shall demonstrate a thorough knowledge and understanding of {
Strategic Master Planning for Library Services as outlined in the Scope of Work.
TAB#7 1.8. Timeline—Respondent shall provide a detailed schedule of the complete project as per the
specifications contained herein,
10 of 12
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. SOLICITATION NMSR (
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SPECIFICATION NUMBER
918-32
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1.9. Sample of Work-The RepodMshall providesamples of work bdemonstrate their
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capacity ford%elrn necessarycomponents co@@nd+mh the Scope/Work
TAB 1.1O ColProposal-7,Re nems @| hdu e ac«proposal to provide servcsa described
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1.10.1. Cost proposal shall be value engineedand the eekd wns m|hdu canot-to-
exceed
koe ce @eschedule are each aspect andmre phases o @ms ry ce. {
1.10. City shall r,embresuccessful Respondent for rquirdlarv|&GSA per them ' [
rates. Other mgirmeband rsrlcosmay aply {
e 00 1.11. Sample Standard Contract-Respondent shU include a cop J the firm's standard contract. \
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T B m1 .12. Disclosure of Litigation-Respondent shaIQe§&any pending o past invo&emelt `
litigation. (
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REVISED JULY 2011'
AROUND ROCKTEXAS
CITY OF ROUND ROCK
PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS
DEFINITIONS
The following definitions shall be used to identify terms throughout specification documents:
1. AGREEMENT: A mutually binding legal document obligating the Vendor to furnish the goods,
equipment or services specified within the solicitation and obligating the City to compensate in
accordance with-the conditions of the agreement. I
2. BID/PROPOSAURESPONSE: A document submitted by a respondent in response to a solicitation
to be used as the basis for negotiations or for entering into an agreement.
3. BIDDER/PROPOSER/RESPONDENT: The party identified throughout the solicitation document that
considers themselves qualified to provide the goods, equipment or services specified and submits a
response to the solicitation. l
S
4. CITY: Identifies the City of Round Rock, located in Travis and Williamson Counties,Texas.
5. GOODS: Represent materials,supplies,commodities and equipment.
6. IFB: Invitation for Bid—A document used to solicit competitive or multi-step sealed bids.
7. PIGGYBACK AGREEMENT: A term used to identify a contract or agreement that has been
competitively bid in accordance with State of Texas statutes, rules, policies and procedures and have
been extended for the use of state and local agencies and active CO-OP entities.
8. PO: Purchase Order — A written document by the City to a vendor formalizing all the terms and
conditions of a proposed transaction, to include but not be limited to, a description of the requested
item, delivery schedule, terms of payment, transportation, delivery location, price, quantity, and
special instructions.
9. RFI: Request for Information—A non-binding method whereby a jurisdiction publishes via newspaper,
internet, or direct mail its need for input from interested parties for an upcoming solicitation. A
procurement practice used to obtain comments, feedback or reactions from potential suppliers
(contractors) prior to the issuing of a solicitation. Generally price or cost is not required. Feedback
may include best practices, industry standards, technology issues.
10. RFP: Request for Proposal — The document used to solicit proposals from potential.providers for
goods and services (Respondents). Price is usually not a primary evaluation factor. Provides for the
negotiation of all terms, including price prior to agreement award. May include a provision for the
negotiation of Best and Final Offers. May be a single step or multi-step process.
11. RFQu: Request for Qualification —A document which is issued by a procurement entity to obtain
statements of the qualifications of potential development teams or individuals (i.e. consultants) to
gauge potential competition in the marketplace, prior to issuing the solicitation.
12. RFS,: Request for Quotation — A small order amount purchasing method. A request is sent to
suppliers along with a description of the commodity or services needed and the supplier is asked to
respond with price and other information by a pre-determined date.
13. SERVICES: Work performed to meet the requirements and demand of said purchase order or
agreement. The furnishing of labor, time, or effort by the Vendor and their ability to comply with
promised delivery dates, specification and technical assistance specified.
14. SUBCONTRACTOR: Any person' or business entity employed to perform part of a contractual
obligation under the control of the principal contractor for fulfillment of a purchase order or agreement k
with the City. Any supplier, distributor, vendor, or firm that furnishes supplies or services to a prime
contractor or another subcontractor to fulfill their obligations with the City.
:
15. VENDOR: Person or business enterprise providing goods, equipment, labor and/or services to the
City as fulfillment of obligations arising from an agreement or purchase order.
pqS
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*SUPERCEDES PREVIOUS,DATED OCTOBER 2010 #
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REVISED JULY 2011*
�ROUNDROCKTE)!AS CITY OF ROUND ROCK
ivuoscmtronramratrc
PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS
TERMS AND CONDITIONS
By submitting a response to the Solicitation or accepting a PO, the Vendor agrees that these terms and
conditions shall govern unless specifically provided otherwise on the face of the purchase order or in a
separate agreement.
1. ABANDONMENT OR DEFAULT: A Vendor who abandons or defaults on work which causes the City }
to purchase goods or services elsewhere may be charged the difference in cost of goods, services or
handling, if any, and may not be considered in the re-advertisement of the goods or services and may
not be considered in future solicitations for the same type of work unless the scope of work is
significantly changed.
2. ABSENCES OF PURCHASE ORDER OR AGREEMENT: The Vendor's delivery of goods or
services without an approved PO or agreement may result in rejection of delivery, return of goods at
the Vendor's expense and also in non-payment for goods and services.
3. ACCEPTANCE: Acceptance inspection should not take more than five working days. The vendor
will be notified within this time frame if the service provided is not in full compliance with the project
scope. If any service is canceled for non-acceptance, the needed equipment or service may be
purchased elsewhere and the vendor may be charged full increase, if any, in cost and handling.
j
4. ACCEPTANCE OF TERMS &CONDITIONS: A PO is the City's commitment to purchase the goods
and/or services described from the Vendor. The City's placement of this order is expressly
conditioned upon Vendor's'acceptance of all the terms and condition of purchase contained on the
purchase order.
5. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of
requiring immediate correction or removal and replacement of defective or non-conforming
deliverables, the City prefers to.accept it,the City may do so. The Vendor shall pay all claims, costs,
losses and damages attributable to the City's evaluation of and determination to accept such
defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the
City may deduct such amounts as are necessary to compensate the City for the diminished value of
the defective or non-conforming deliverables. If the acceptance occurs after final payment, such i
amount shall be refunded to the City by the Vendor. I
6. ADVERTISING: The Vendor shall not advertise or publish, without the City's prior written consent,
the fact that the City has entered into the Agreement, except to the extent required by law.
7. AMENDMENTS: No agreement or understanding to modify this agreement shall be binding upon the
City unless in writing and signed by the City's authorized agent. All specifications,drawings, and data
submitted to the Vendor with this order are hereby incorporated and made a part hereof.
8. ASSIGNMENT-DELEGATION: The Agreement shall be binding upon and endure to the benefit of
the City and the Vendor and their respective successors and assigns, provided however, that no right
or interest in the Agreement shall be assigned and no obligation shall be delegated by the Vendor I
without the prior written consent of the City. Any attempted assignment or delegation by the Vendor
shall be void unless made in conformity with this paragraph. The Agreement is not intended to confer !
rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties
that there be no third party beneficiaries to the Agreement.
9. AWARDS: The City may choose not to award an Agreement. Split awards between Vendors may be I
made at the sole discretion of the City. The City reserves the right to enter into an agreement or a
purchase order with a single award, split awards, or use any combination that best serves the interest
and at the sole discretion of the City.
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*SUPERCEDES PREVIOUS,DATED OCTOBER 2010
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rDROCK MWS 0, CITY OF ROUND ROCK
PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS 'f
10. CANCELLATION: The City reserves the right to cancel the agreement for default of all or any part of
the undelivered portion of the order if Vendor breaches any of the terms hereof including warranties
or becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and I
not in lieu of any remedies,which the City may have in law or equity.
11. CLARIFICATION OF PROPOSALS: The City reserves the right to request clarification or additional i
information specific to any proposal after all proposals have been received and the.RFP close.date
has passed. I
12. CODES, PERMITS AND LICENSES: The Vendor shall comply with all National, State and Local
standards,codes and ordinances and the terms and conditions of the services of the electric utility,as
Well as other authorities that have jurisdiction pertaining to equipment and materials used and their I
application. None of the terms or provisions of the specification shall be construed as waiving any
rules, regulations or requirements of these authorities. The Vendor shall be responsible for obtaining
all necessary permits, certificates and/or licenses to fulfill contractual obligations (City of Round Rock I
fees and costs may be waived).
13. COMPLIANCE WITH HEALTH SAFETY AND ENVIRONMENTAL REGULATIONS: (apply only to
a Solicitation to purchase Services to be performed principally at.the City's premises or on i
public.rights-of-way) The Vendor, its Subcontractors, and their respective employees, shall comply
fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances,
rules and regulations -in the performance of the services, including but not limited to those
promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case 4
of conflict, the most stringent safety requirement shall govern. The Vendor shall indemnify and hold I
the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties
and liability of every kind arising from the breach of the Vendor's obligations under-this paragraph.
,
14. COMPLIANCE WITH LAWS: The successful offeror shall comply with all federal, state, and local
laws, statutes, ordinances, rules and regulations, and the order's and decrees of any court or
administrative bodies or tribunals in any matter affecting the performance of the resulting agreement
or PO, including without limitation, workers' compensation laws, minimum and maximum salary and
wage statutes and regulations, and licensing laws and regulations. When requested,the Vendor shall
furnish the City with satisfactory proof of its compliance.
15. CONFIDENTIAL CITY INFORMATION: In order to provide the deliverables to the City, Vendor may I
require access to certain records of the City's and/or its licensors' confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential) (collectively,
"Confidential Information"). Vendor acknowledges and agrees that the Confidential Information is the
valuable property of the City and/or its licensors and any unauthorized use,disclosure, dissemination,
or other release of the Confidential Information shall substantially injure the City and/or its licensors.
The Vendor (including its employees, subcontractors, agents, or representatives) agrees that it shall
maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy,
divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the
City or in a manner not expressly permitted under this.Agreement, unless the Confidential Information
is required to be disclosed by law or an order of any court or other governmental authority with proper
jurisdiction, provided the Vendor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Vendor agrees to use
protective measures no less stringent than the Vendor uses within its own business to protect its own
,most valuable information, which protective measures shall under all circumstances'be at least
reasonable measures to ensure the continued confidentiality of the Confidential Information.
16. CONFIDENTIALITY OF CONTENT: All documents submitted in response to a solicitation shall be
subject to the Texas Public Information Act. Following an award, responses are subject to release as l
public information unless the response or specific parts of the response can be shown to be exempt
from the Texas Public Information Act. Pricing is not considbred to be confidential under any
circumstances.
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*SUPERCEDES PREVIOUS,DATED OCTOBER 2010
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REVISED JULY 2011'
AROUND ROCK.TEXIlS ':
ruuoscnesroec.wsswrc CITY OF ROUND ROCK
PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS
16.1. Information in a submittal that is legally protected as a trade secret or otherwise confidential
must be clearly indicated with stamped, bold red letters stating "CONFIDENTIAL" on that
section of the document. The City will not be responsible for any public disclosure of
confidential information if it is not clearly marked as such.
16.2. If a request is made under the Texas Public Information Act to inspect information designated
as confidential, the Respondent shall, upon request from the City, furnish sufficient written i
reasons and information as to why the information should be protected from disclosure. The
matter will then be presented to the Attorney General of Texas for final determination.
17. CONFLICT OF INTEREST: Effective January 1, 2006, Chapter 176 of the Texas Local Government
Code (House Bill 914) requires that any vendor or person considering doing business with a local '
government entity disclose the vendor or person's affiliation or business relationship that might cause
a conflict of interest with a local government entity. The Conflict of Interest Questionnaire form is
available from the Texas Ethics Commission at www.ethics.state.tx.us. Completed Conflict of
Interest Questionnaires may be mailed or delivered by hand to the City Secretary. If mailing a
completed-form, please mail to:
City of Round Rock
City Secretary
221 East Main Street
Round Rock,Texas 78664
Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest may
automatically result in the disqualification of the vendor's offer.
18. DAMAGE: The Vendor shall be responsible for damage to the City's equipment or property, the
workplace and its contents by its work, negligence in work, its personnel and equipment. The Vendor
shall be responsible and liable for the safety; injury and health of its working personnel while its
employees are performing service work.
19. DEFAULT: The Vendor shall be in default under the agreement if the Vendor:
19.1. Fails to fully, timely and faithfully perform any of its material obligations under the agreement,
19.2. Becomes insolvent or seeks relief under the bankruptcy laws of the United States or
19.3. Makes a material misrepresentation in Vendor's offer, or in any report or deliverable required to
be submitted by the Vendor to the City.
20. DELIVERY: No substitutions or cancellations will be permitted without written approval of the City. a
20.1. -if delay is foreseen,Vendor shall give written notice to the City.The City has the right to extend
delivery or service date or cancel the order or agreement. Vendor shall keep the City advised
at all times of the status of the order. Default in promised delivery, service or failure to meet
specifications, authorizes the City to purchase goods or services elsewhere and charge the full
increase, if any, in cost and handling to defaulting vendor. Default on delivery may result in
legal action and recourse.
20.2. Delivery shall be made between 8 AM and 4 PM Monday through Friday except on regularly
observed state-or federal holidays, unless prior approval has been obtained from the City or
otherwise stated in the solicitation.
20.3. All deliverables shall be delivered at the delivery point specified. If goods are incorrectly
delivered, Vendor shall be held responsible for any additional expense incurred in delivering
them to their correct destination.
20.4. Receipt of deliverables does not constitute acceptance.
PAGE 4 OF 11
•SUPERCEDES PREVIOUS,DATED OCTOBER 2010
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-'ROUND ROCK,TEXAS
n CITY OF ROUND ROCK
PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS
21. DELAYS:
21.1.. The City may delay scheduled delivery or other due dates by written notice to the Vendor if the
City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Agreement, the City and the Vendor shall negotiate an equitable adjustment for costs t
incurred by the Vendor in the Agreement price and execute an amendment to the Agreement.
The Vendor shall assert its right to an adjustment within thirty(30) calendar days from the date
of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under t
the Dispute Resolution process. However, nothing in this provision shall excuse the Vendor
from delaying the delivery as notified.
21.2. Neither party shall be liable for any default or delay in the performance of its obligations under
this Agreement if, while and to the extent such default or delay is caused by acts of God, fire,
riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause
beyond reasonable control. In the event of default or delay in agreement performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held to establish a mutually
agreeable period of time reasonably necessary to overcome the effect of such failure to
perform. r
2Z, DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped Freight On
Board (FOB) Destination, freight.prepaid and allowed unless otherwise specified on the purchase
order or in the solicitation. The Vendor's price shall be deemed to include all delivery and
transportation charges. The City shall have the right to designate what method of transportation shall
be used to ship the deliverables. The place of delivery shall be that set forth in the block of the
purchase order.entitled "Ship To".
23. DISCLOSURE OF LITIGATION: Each Respondent shall include in its proposal a complete disclosurg
of any civil or criminal litigation or investigation pending which involves the Respondent or in which
the Respondent has been judged guilty.
24. DISPUTE RESOLUTION: If a dispute or claim arises under an Agreement, the parties agree to
resolve the dispute or claim by appropriate internal means. If the parties cannot reach a mutually
satisfactory resolution, any such dispute or claim will be sought to be resolved with the help of a
mutually selected mediator. If the parties cannot agree on a mediator, City and Vendor shall each
select a mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other
than attorney fees, associated with the mediation shall be shared equally by the parties.
City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of
or-relating to the Agreement or a breach thereof shall be decided by any arbitration proceeding,
including without limitation, any proceeding under the Federal Arbitration Act(9 USC Section 1-14)or
any applicable state arbitration statute.
25. EFFECTIVE DATE/TERM: Unless otherwise specified in the Solicitation, this Agreement shall be
effective as of the date the agreement is signed by both parties, and shall continue in effect until all e
obligations are performed in accordance with the Agreement. j
26. EX PARTE COMMUNICATION: Please note that to insure the fair evaluation of a solicitation,the City f
i
prohibits ex parte communication (e.g., unsolicited) initiated by the Respondent to a City
representative evaluating or considering the solicitations prior to the time a decision has been made.
Communication between Respondent and the City will be initiated by the appropriate City designee in
order to obtain information or clarification needed to develop an accurate evaluation of the solicitation.
Ex parte communication may be grounds for disqualifying the offending Respondent from
consideration for award.
27. EXCEPTIONS: Any variation from this specification shall be indicated on the solicitation or on a
separate attachment to the.solicitation. The sheet shall be labeled as such.
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*SUPERCEDES PREVIOUS,DATED OCTOBER 2010
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InItOUNDu Texas CITY OF ROUND ROCK
PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS
28. FRAUD: Fraudulent statements by a Respondent on a submittal.or in any report or deliverable
required to be submitted by the Respondent to the City shall be grounds for the termination of the
Agreement for cause by the City and may result in legal action.
29. GOODS: The products furnished. under said specification shall be the latest improved model in t
current production, as offered to commercial trade, and shall be of quality workmanship and material.
The Vendor represents that all equipment offered under said specification shall be new. USED,
SHOPWORN, DEMONSTRATOR, PROTOTYPE, OR DISCONTINUED MODELS ARE NOT
ACCEPTABLE. l
30. GOVERNING LAW AND VENUE: The Agreement is made under and shall be governed by the laws I
of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in
Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to
and apply the substantive law of another state or jurisdiction. All issues arising from this Agreement t
shall be resolved in the courts of Williamson County, Texas and the parties agree to submit to the
exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or
interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any
competent authority as contemplated herein.
31. INDEMNITY: Vendor shall indemnify, save harmless and defend the City, its officers,. agents,
servants, and employees from and against any and all suits, actions, legal proceedings, claims,
demands, damages, costs, expenses, attorney's fees and any and all other costs or fees incident to
the performance of the resulting agreement and arising out of a willful or negligent act or omission of
the Vendor, its officers, agents, servants and employees.
32. INDEPENDENT CONTRACTOR: An Agreement with the City shall not be construed as creating.an
employer/employee relationship, a partnership, or a joint venture. The Vendor's services shall be
those of an independent contractor. The Vendor agrees and understands that an Agreement with the i
City does not grant any rights or privileges established for employees of the City. The Contractor
shall not be within-protection or coverage of the City's Worker' Compensation insurance, Health
Insurance, Liability Insurance or any other insurance that the City from time to time may have in force
and effect.
33. INSURANCE: The Vendor shall meet or exceed ALL insurance requirements set forth by the City as
identified in http://roundrocktexas.gov/docs/corr insurance 06.2011.pdf. Any additional insurance
requirements of participating or cooperative parties will be included as subsequent Attachments and
shall require mandatory compliance.
34. INTERLOCAL COOPERATIVE CONTRACTING (PIGGYBACK): Other governmental entities may be
extended the opportunity to purchase off of the City's Agreements, with the consent and agreement of
the awarded vendor(s) and the City. -Such consent and agreement shall be conclusively inferred from
lack of exception to this clause in a Respondent's submittal. However, all parties indicate their
understanding and hereby expressly agree that the City is not an agent of,partner to,or representative of
those outside agencies or entities and that the City is not obligated or liable for any action or debts that 3
may arise out of such independently-negotiated"piggyback"procurements.
35. INTERPRETATION: An Agreement is intended by the parties as a final, complete and exclusive
statement of the terms of their agreement. No course of prior dealing between the parties or course
of performance or usage of the trade shall be relevant to supplement or explain any term used in an
Agreement.Although an Agreement may have been substantially drafted by one party, it is the intent
of the parties that all provisions be construed in a manner to be fair to both parties, reading no
provisions more strictly against one party or the other. Whenever a term defined by the Uniform
Commercial Code, as enacted by the State of Texas, is used in an Agreement, the UCC definition
shall control, unless otherwise defined in an Agreement.
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rOUNRDROCKTEXAS CITY OF ROUND ROCK
mmoKrrnoowwrc
PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS
36. INVOICING:
36.1. The Vendor shall submit separate invoices in duplicate for each purchase order or Agreement.
Ifp artial shipments or deliveries are authorized by the City, a separate invoice shall be sent for
each shipment or delivery made. Vendor shall submit invoices as required per the Agreement
or purchase order to:
City of Round Rock
ATTN: Accounts Payable
221 East Main Street I
Round Rock,TX 78664-5299
i
36.2. Proper invoices shall include a unique invoice number,the purchase order or agreement
reference if applicable, the Department's Name, and the name of the point of contact for
the Department. Invoices shall be itemized and transportation charges, if any, shall be listed
separately. A copy of the bill of lading and the freight waybill, when applicable, shall be
attached to the invoice. The Vendor's name and, if applicable, the tax identification number on
the invoice must exactly match the information in the Vendor's registration with the City. Unless
otherwise instructed in writing, the City may rely on the remittance address specified on the
Vendor's invoice. k'
36.3. Invoices for labor shall include a copy of all time-sheets with trade labor rate and clearly
identified. Invoices shall also include a tabulation of work-hours at the appropriate rates. Time
billed for labor shall be limited to hours actually worked at the work site.
36.4. Invoicing for an Agreement containing a phased payment structure shall be submitted and
based on the agreed upon schedule of events and deliverables with all supporting
documentation for review and approval by the City.
37. LABOR: The Vendor shall provide all labor and goods necessary to perform the service. The Vendor
shall employ all personnel for work in accordance with the requirements set forth by the United States
Department of Labor.
38. LIABILITY: A Vendor performing services pursuant to an Agreement or purchase order shall be
liable. for all damages incurred while in performance. of such services. Vendor assumes full z
responsibility for the work to be performed hereunder and hereby releases, relinquishes, and
discharges the City, its officers, agents, and employees, from all claims, demands, and causes of
action of every kind and character including the cost of defense thereof, for any injury to, including
death of, any person whether that person be a third person, supplier, or an employee of either of the
parties hereto, and any loss of or damage to property, whether the same be that of either of the
parties, caused by or alleged to be caused by, arising out of or in connection with the issuance of the
Agreement or order to Vendor,whether or not said claims, demands and causes of action in whole or
in part are covered by insurance. The City's insurance requirements apply set forth by the City as
identified in http•//roundrocktexas.gov/docs/Corr insurance 06.2011.pdf.
39. LIENS: Vendor agrees to and shall indemnify and save harmless the City against any and all liens
and encumbrances for all labor, goods and services which may be provided under the resulting
agreement. At the City's request the Vendor or subcontractors shall provide a proper release of all
liens or satisfactory evidence of freedom from liens shall be delivered to the City. {
40. MATERIAL SAFETY DATA SHEETS: Under the"Hazardous Communication Act", commonly known
as the 'Texas Right To Know Act", a Vendor shall provide to the City with each delivery, material
safety data sheets,which are applicable to hazardous substances,defined in the Act.
41. NO CONTINGENT FEES: The Vendor warrants that they have not employed or retained any
company or person other than a bona fide employee working solely for the Vendor to solicit or secure
the agreement, and that they have not paid or agreed to pay any company or person other than a
bona fide employee working solely for the Vendor any fee, commission, percentage, brokerage fee,
gift or other consideration contingent upon or resulting from the award or making of the agreement.
For breach or violation of their warranty, the City will have the right to annul the agreement without
PAGE 7 OF 11
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PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS
:
liability or, in its discretion, to deduct from the agreement, price or consideration, or otherwise recover
the full amount of such fee, commission, percentage, brokerage or contingent fee.
42. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Vendor represents and warrants to
the City that: (1) the Vendor shall provide the City good and indefeasible title to the deliverables and
(ii)the deliverables supplied by the Vendor.in accordance with the specifications in the Agreement will
not infringe, directly or contributory, any patent, trademark, copyright, trade secret, or any other
intellectual property right of any kind of any third party; that no claims have been made by any person
or entity with•respect to the ownership or operation of the deliverables and the Vendor does not know
of any valid basis for any such claims. The Vendor shall, at its sole expense, defend, indemnify, and
hold the City harmless from and against all liability, damages, and costs (including court costs and
reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim
that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and
if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of
any third party; or(ii) the Vendor's breach of any of Vendor's representations or warranties stated in
this Agreement. In the event of any such claim, the City shall have the right to monitor such claim or
at its option engage its own separate counsel to act as co-counsel on the City's behalf. Further,
Vendor agrees that the City's specifications regarding the deliverables shall in no way diminish
Vendor's warranties or obligations under this paragraph and the City makes no warranty that the
production, development,or delivery of such deliverables will not impact such warranties of Vendor.
43. NON-APPROPRIATION: The resulting Agreement is•a•commitment of the City's current revenues
only. It is understood and agreed the City shall have the right to terminate the Agreement at the end
of any City.fiscal year if the governing body of the City does not appropriate funds sufficient to
purchase the estimated yearly quantities, as determined by the City's budget for the fiscal year in
question. The City may affect such termination by giving Vendor a written notice of termination at the
end of its then current fiscal year.'
44. OVERCHARGES: Vendor hereby assigns to the purchaser any and all claims for overcharges
associated with this agreement which arise under the antitrust laws of the United States, 15 USGA
Section 1 et seg., and which arise under the antitrust laws of the State of Texas, Bus. and Com.
Code, Section 15.01, et se i
45. PROMPT PAYMENT POLICY: Payments will be made in accordance with the Texas Prompt I
Payment Law, Texas Government Code, Subtitle F, Chapter 2251. The City will pay Vendor within
thirty days after the acceptance of the supplies, materials, equipment, or the day on which the
performance of services was completed or the day, on which the City receives a correct invoice for
the supplies, materials, equipment or services,whichever is later. The Vendor may charge a late fee
(fee shall not be greater than that which is permitted by Texas law) for payments not made in
accordance with this prompt payment policy; however, this policy does not apply to payments made I
by the City in the event:
45.1. There is a bona fide dispute between the City and Vendor concerning the supplies, materials,
services or equipment delivered or the services performed that causes the payment to be late;
or I
45.2. The terms of a federal agreement, grant, regulation, or statute prevent the City from making a
timely payment with Federal Funds; or
45.3. The is a bona fide dispute between the Vendor and a subcontractor or between a subcontractor
and its suppliers concerning supplies, material, or equipment delivered or the services
performed which caused the payment to be late; or
45.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the
purchase order or agreement or other such contractual agreement.
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PAGE 8 OF 11
*SUPERCEDES PREVIOUS,DATED OCTOBER 2010
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REVISED JULY 2011*
/RouNoeocxTexas CITY OF ROUND ROCK
PURCHASINGx DEFINITIONS, STANDARD TERMS AND CONDITIONS
46. PLACE AND CONDITION OF WORK: (apply only to a Solicitation to purchase Services to be
performed principally at the City's premises or on public rights-of-way)The City will provide the
Vendor access to the sites where the Vendor is to-perform the services as required in order for the i
Vendor to perform in a timely and efficient manner, in accordance with and subject to the applicable
security laws, rules, and regulations. The Vendor acknowledges that it has satisfied itself as to the i
nature of the City's service requirements and specifications, the location and essential characteristics
of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to
perform the services, and any other condition or state of fact which could in any way affect
performance of the Vendor's obligations under the agreement. The Vendor hereby releases and
holds the City harmless from and against any liability or claim for damages of any kind or nature if the
actual site or service.conditions differ from expected conditions.
47. PREPARATION OF RESPONSE COSTS: All costs directly or indirectly related to preparation of a
response to this solicitation or any oral presentation required to supplement and/or clarify a proposal
which may be required by the City shall be the sole responsibility of the Respondent.
48. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law,
including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery or at I
a reasonable time subsequent to delivery and to reject defective or non-conforming deliverables. If l
the City has the right to inspect the Vendor's, or the Vendor's Subcontractor's, facilities, or the
deliverables at the Vendor's, or the Vendor's Subcontractor's, premises, the Vendor shall furnish, or
cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to
facilitate such inspection.
49. RIGHT TO AUDIT:
49.1.•The Vendor agrees that the representatives of the Office of the City Auditor or other authorized
representatives of the City shall have access to, and the rights to audit, examine, or reproduce,
any and all records of the Vendor related to the performance under this Agreement. The
Vendor shall retain all such records for a period of three (3) years after final payment on this I
Agreement or until all audit and litigation matters that the City has brought to the attention of the
Vendor are resolved, whichever is longer. The Vendor agrees to refund to -the City any
overpayments disclosed by any such audit.
49.2. The Vendor shall include section 49.1 above in all subcontractor agreements entered into in
connection with this Agreement.
50. SERVICE: Vendor shall have service and maintenance available to the City and shall be able.to
respond to a request for service as specified.
50.1. Cdnsistent failure by the vendor to respond to service calls within the allowed response time
may place the vendor in default and subject to cancellation of the purchase order and, or
agreement. Consistent failure is defined as not responding within the allowed response time at
any or all locations on two(2)out of three(3)consecutive occurrences. j
50.2. Service technicians shall be fully qualified to work on the listed equipment and employed by the
vendor on the effective date of the agreement. Vendor shall be able to verify that service
personnel have had training with a minimum of one year of"hands on" experience working on
the listed equipment.
51. SHIPMENT UNDER RESERVATION PROHIBITED: The Vendor is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables.
52. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Vendor
is observed performing in a manner that is in violation of Federal; State, or local guidelines, or in a
manner that is determined by the City to'be unsafe to either life or property. Upon notification, the
Vendor shall cease all work until notified by the City that the violation or unsafe condition has been
corrected. The Vendor shall be liable for all costs incurred by the City as a result of the issuance of
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such Stop Work Notice.
PAGE 9 OF 11
•SUPERCEDES PREVIOUS,DATED OCTOBER 2010
. t
REVISED JULY 2011*
J. �RIOUNDR CITY OF ROUND ROCK
PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS
53. SUBCONTRACTORS:
The Vendor shall be fully responsible to the City for all acts and omissions of the Subcontractors just
as the Vendor is responsible for the Vendor's own acts and omissions. The Vendor shall: •
53.1. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Agreement;
53.2. require that all Subcontractors obtain. and maintain, throughout the term of their agreement,
primary insurance in the type and amounts specified for the Vendor,with the City being named
as an additional insured; and
53.3: require that the Subcontractor indemnify and hold the City harmless to the same extent as the
Contractor is required to indemnify the City.
54. SURVIVABILITY .OF OBLIGATIONS: All provisions of the Agreement that impose continuing
obligations on the parties, .including but not limited to the warranty, indemnity, and confidentiality
obligations of the parties, shall survive the expiration or termination of the Agreement.
55. TAX EXEMPTION: The City of Round Rock is exempt from all federal excise, state and local taxes
unless otherwise stated in this document. The City claims exemption from all sales and/or use taxes
under Texas Tax Code§151.309, as.amended. Texas Limited Sales Tax Exemption Certificates will
be furnished upon request. Vendors shall not charge for said taxes. If billed, City will not remit
payment until invoice is corrected.
56. TERMINATION FOR CAUSE: In the event of a default by the Vendor,the City shall have the right to
terminate the Agreement for cause, by written notice effective ten (10) calendar days, unless
otherwise specified, after the date of such notice, unless the Vendor, within such ten (10)day period,
cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that
such default does not, in fact, exist. In addition to any other remedy available under law or in equity,
the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the
City as a result of the Vendor's default, including, without limitation, solicitation cost, reasonable
attorneys'fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate.
Additionally, in the event of a default by the Vendor, the City may remove the Vendor from the City's R
vendor list for three (3) years and any Offer submitted by the Vendor may be disqualified for up to
three(3)years. All rights and remedies under the Agreement are cumulative and are not exclusive of
any other right or remedy provided by law.
57. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Agreement, in
whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon
receipt of a notice of termination, the Vendor shall promptly cease all further work pursuant to the
Agreement,with such exceptions, if any, specified in the notice of termination. The City shall pay the I
Vendor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all i
goods delivered and services performed and obligations incurred prior to the date of termination in
accordance with the terms.
58. TITLE& RISK OF LOSS:-Title to and risk of loss of the deliverables shall pass to the City only when
the City actually receives and accepts the deliverables(no delivery no sale).
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59. VENDOR'S OBLIGATIONS: The Vendor shall fully and timely provide all deliverables described in
the Solicitation or Purchase Order and in the Vendor's response in strict accordance with the terms,
covenants, and conditions of the Agreement and all applicable Federal, State, and local laws, rules,
and regulations.
60. VENUE: Both the City. and the Vendor agree that venue for any litigation arising from a resulting
agreement shall lie in Williamson County.
PAGE 10 OF 11
*SUPERCEDES PREVIOUS,DATED OCTOBER 2010
REVISED JULY 2011*
�r:C,KTE7fAS CITY OF ROUND ROCK
P14t0PAOSPEIUIY
PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS
61. WARRANTY-PRICE: The agreement price shall be firm for the duration of the agreement or
extension periods. No separate line item charges shall be permitted for either response or invoice
purposes, which shall include equipment rental, demurrage, fuel surcharges, delivery charges, and
cost associated with obtaining permits or any other extraneous charges. Vendor further certifies that
the prices in the Offer have been arrived at independently without consultation, communication, or
agreement for-the purpose of restricting competition, as to any matter relating to such fees with any
other firm,or with any competitor. t
62. WARRANTY: The goods specified shall be warranted against defects in material and workmanship
for a period of not less than twelve (12)' months beginning with the date of acceptance. if the i
manufacturer's standard warranty exceeds twelve (12) months, then the manufacturer's standard
warranty shall be in effect. The successful bidder shall furnish a copy of the manufacturer's warranty
at time of delivery.
63. WORKFORCE: (apply only to a Solicitation to purchase Services to be performed principally
at the City's premises or on public rights-of-way)
63.1. The Vendor shall employ only orderly and competent workers, skilled in the performance of.the
services which they shall perform under the Agreement.
63.2. The Vendor, its employees, subcontractors, and subcontractor's employees while engaged in
participating in an Agreement or Purchase Order or while in the course and scope of delivering
goods or services under a City agreement may not:
63.2.1. use or possess a firearm, including a concealed handgun that is licensed under state
law, except as required by the terms of the agreement; or
63.2.2. use or possess alcoholic or other Intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or
controlled substances, on the job.
63.3. If the City or the City's representative -notifies the Vendor that any worker proves to be i
disorderly, disobedient or incompetent, has knowingly or repeatedly violated safety regulations,
has possessed any firearms, or has possessed or was under the influence of alcohol or
controlled substances on the job, the Vendor shall immediately remove such worker from I
Agreement services, and may not employ such worker again on Agreement services without
the City's prior written consent.
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PAGE 11 OF 11
*SUPERCEDES PREVIOUS,DATED OCTOBER 2010
On-Site Schedule of Consultants
consultant: Dick Waters Carson Block Melissa Aguillon Patricia Hernandez Brad Waters total consultant
phase site visit GSA days GSA days GSA days GSA days GSA days GSA days
Phase I 1 5 4 3 3 3 18
2 2 2 2 6
Phase H 3 1.5 1.5 3
4 2 2 2 2 8
4 10.5 8 5 3 8.5 35
GSA allows 1/2 of expense, e.g. lodging, for the first and last day on site. For example, D.Waters'five-day site visit 1 is comprised
of four full days and two half days (1/2 +4+1/2=5).
Consultant Travel Expenses
phase site visit airfare mileage lodging per diem totals
Phase 1 1 $532.001 $596.07 $1,315.60 $918.00 $3,361.67
2 $270.005 $284.166 $303.607 $306.008 $1,163.76F—
Phase H 3 228.66 $202.40 $153.00 $584.06 Ci
4 $270.00 5 $284.166 $404.8012 $408.0013 $1,366.96 X PC=
TOTALS $1,072.00 $1,393.05 $2,226.40 $1,785.00 $6,476.45 W =
Footnotes:
.1 Round trip for Carson.Block Denver/Austin/Denver& Patricia Hernandez EI Paso/Austin/EI Paso.
2 Round trip for D.Waters&B.Waters Dallas/Round Rock/Dallas, M.Aguillon San Antonio/Rourid Rock/San Antonio, &Carson Block Fort
Collins/Denver International Airport/Fort Collins.
3 13 room nights at$88.00 per night, plus local tax at 15%.
4 13 days at$51.00 per day, plus 10 1/2 days at$25.50.
5 Round trip for Carson Block Denver/Austin/Denver.
6 Round trip for D.Waters&B.Waters Dallas/Round RocklDallas&Carson Block Fort Collins/Denver International AirporUFort Collins.
3 room nights at$88.00 per night, plus local tax at 15%. -
8 3 days at$51.00, plus 61/2 days at$25.50.
9 Round trip D.Waters&B.Waters Dallas/Round Rock/Dallas.
10 2 room nights at$88.00 per night, plus local tax at 15%.
11 2 days at$51.00, plus 21/2 days at$25.50.
12 4 room nights at$88.00 per night, plus local tax at 15%.
13 4 days at$51.00, plus 8 1/2 days at$25.50.
Tab 9: Cost Proposal Proposalfor Library Services Strategic Master Plan
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revispage28d .•
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IrROUNIDROCK,TEXASCity Council Agenda Summary Sheet
ROCK,TEXAS
PURPOSE.PASSION.PROSPERITY.
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Agenda Item No. G2.
Consider a resolution authorizing the Mayor to execute "Agreement for Consulting
Services for Development of Strategic Master Plan" with Godfrey's Associates, Inc.for the
Agenda Caption: Library
Meeting Date: August 9, 2012
Department: Library
Staff Person making presentation: Michelle Cervantes
Library Director
Item Summary:
The City Council identified the need for a Library Master Plan as part of the overall Strategic Plan. As the community
grows, so does the demand for Library services and a long range plan for how to best deliver those services. In April
2012, the City issued a request for proposal for consulting services to evaluate the Library's present condition and
develop a strategic master plan for the Library's future. Four firms responded to the RFP and two were interviewed.
The interview process team recommends Godfrey's Associates, Inc. The plan is a nine month long process, will
involve members of the community and library customers, and will result in a plan that will assist decision-making 3
over the next ten years in the key areas of existing facilities,future facilities, library services and library technology.
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Cost: $96,934.00 I
Source of Funds: General Self-Financed Construction
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Date of Public Hearing(if required): N/A
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Recommended Action: Approval
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CITY OF ROUND ROCK AGREEMENT
FOR CONSULTING SERVICES FOR
DEVELOPMENT OF STRATEGIC MASTER PLAN
WITH GODFREY'S ASSOCIATES,INC.
THIS AGREEMENT is entered into oil this the 9*- day ofAmi44s+ 2012)
by and between the City of Round Rock, a Texas home-rule municipal corporation, whose
offices are located at 221 East Main Street, Round Rock,Texas 78664-5299 (hereinafter referred
to as the "City"), and Godfrey's Associates, Inc., whose offices are located at 3908 Hawthorne
Avenue,Dallas,Texas 75219-2219 (hereinafter referred to as the"Consultant"or"Godfrey's").
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RECITALS:
WHEREAS, City desires to contract for Consultant's services generally described as
provision of a comprehensive strategic master plan and implementation guide; and
WHEREAS, City has determined that there is a need for the delineated services;and
WHEREAS, City desires to contract for such services; and
WHEREAS, the parties desire to enter into this Agreement to'set forth in writing their
respective rights, duties and obligations hereunder; N
NOW,THEREFORE,WITNESSETH:
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That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows: z
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1.01 EFFECTIVE DATE,DURATION,AND TERM
This Agreement shall be effective on the date it has been signed by every party hereto,
and shall remain in full force and effect unless and until it expires by operation of the term
indicated herein,or is terminated or extended as provided herein.
The term of this Agreement shall be for ten(10) years fiom the effective date hereof.
City reserves the right to review this Agreement at any time, and may elect to terminate
this Agreement with or without cause or may elect to continue.
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2.01 SCOPE OF SERVICES; CONTRACT AMOUNT; PAYMENT FOR SERVICES
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant a not-to-exceed amount in accordance with this section, in
payment for services and the Scope of Services deliverables as delineated herein and in attached
exhibits.
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Consultant expressly acknowledges and agrees that all deliverables delineated in Part III
"Specifications" of City's Solicitation Number 12-007, Specification Numbers 918-32, 918-27
dated March 2012, attached hereto as Exhibit•"A" and incorporated herein in full by reference,
are an integral part of the required performance of Consultant under this Agreement.
Phase I
1.1 Gather and review data
1.2 Demographics/environmental scan
1.3 Peer community comparison
1.4 Peer library comparison
1.5 Community engagement
1.5.1 Community engagement: public focus groups
1.5.2 Community engagement: stakeholder interviews
1.5.3 Community engagement: community meetings
1.5.4 Community engagement: surveys.
1.5.5 Community engagement: staff focus groups j.
1.6 Analyze SWOT
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1.6.0 SWOT:administration
1.6.1 SWOT: resources/collections
1.6:2 SWOT: programs and services
1.6.3 SWOT: technology
1.6.4 SWOT: facilities
1.6.5 SWOT: staffing
1.6.6 SWOT: budget
1.6.7 SWOT: funding
1.6.8 SWOT:marketing/public relations
1.7 Identify library's core business
1.8 Identify regional partnerships
1.9 Identify funding strategies
Phase I Subtotal $37276"
Phase H
2.1 SWOT analysis report
2.1.1 Demographics/peer library report
2.1.2 Library services report
2.1.3 SWOT analysis report
2.2 Define library's core business
2.3 Implementation plan
2.3.1 Capital and operational budgets/funding schedule
2.3.2 Facility recommendations
2.3.3 Measurable objectives
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2.4 Identify regional partnerships
2.5 Identify funding strategies '
2.6 Library trends
Phase II Subtotal $16,632*
Total for Phases I and II $53,908**
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Phase Land Phase H deliverables must be completed, delivered, and accepted by
City within twelve (12) months of effective date of this Agreement, as a
prerequisite to final payment.
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** Payments for Phase I shall be sequenced as follows: $12,425.33 shall be due and
payable,by City to Consultant following acceptance by City's Library Director of w
Consultant's second draft report; $12,425.33 shall be due and payable by City to
Consultant following acceptance by City's Library Director of Consultant's.fourth
draft report; and the third and final payment of $12,425.33 shall be due and
payable by City to Consultant following acceptance by City's Library Director of
Consultant's final report for-Phase I.
Payments for Phase H shall be sequenced as follows: $16,632.00 shall be due and
payable by City to Consultant following acceptance by City's Library Director of
Consultant's final report for Phase H.
Purchase of Customer Analytics $20,000
Purchase of Customer Analytics shall be from a source approved by City in
writing in advance of purchase.
The Customer Profile (standard trade area, cardholder and materials profile, all ,
training, and client.sei vices) shall include access to SCOUT for ten (10) computer
stations (staff stations, library and/or City) for twelve (12) months from
completion of the Customer Profile. The cost of$20,000 shall cover a Customer
Profile for City's existing library and an analysis of other potential additional
locations on an ongoing basis.
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Optional Purchase of Bilingual Telephone Survey of Non-Users $7,850
Purchase of telephone survey of non-users shall be optional, and shall be entirely 3
at the discretion of City. If City exercises such option to purchase, same shall be
fiom a source approved by City in writing in advance of purchase.
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The Telephone Survey shall consist of a Random Digital Dialing.(RDD)survey of
400 non-users with a 95% confidence interval and+/- 5%variance, not to exceed
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four (4) minutes in length, with 30% Hispanic participation and 25% cell phone
user participation. City's library shall provide Consultant with a list of registered
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customers'in electronic form to aid in Consultant's identification of non-users.
The cost of$7,850 shall cover all expenses and all reporting in electronic format r'
with color graphics.
Optional Purchase of Bilingual Telephone Survey of Users $9,000
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Purchase .of telephone survey of users shall be optional, and shall be entirely at
the discretion of City. If City exercises such option to purchase, same shall be
from a source approved by City in writing in advance of purchase.
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The Telephone Survey shall consist of a Random Digital Dialing(RDD) survey of
400 users with a 95% confidence interval and+/- 5% variance,not to exceed five
(5) minutes in length, with Hispanic participation and cell phone user
participation. City's library shall provide Consultant with a list of registered
customers,and their telephone numbers in electronic form to aid in Consultant's
identification of non-users (this assumes some customers will be .Spanish-
speaking only and some customers will be cell phone users only). The cost of
$9,000 shall cover all expenses and all reporting in electronic format with color
graphics.
Reimbursable Travel Expenses for Phases I and H Not to exceed $6,476
Reimbursement for travel.expenses shall be for actual expenses incurred, without
markup, for travel authorized in advance by City in writing; such reimbursement
shall not exceed a total of$6,476 for Phases I and II of this Agreement during the
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first year of the Agreement;.and such reimbursement shall be in accordance with
Exhibit`B"attached hereto and incorporated herein by reference for all purposes.
NOT TO EXCEED TOTAL: $96,934
Phase III Not to exceed$4,500 per year
Ongoing consulting services for years 2 through 10 of this Agreement, at City's
sole discretion and direction each year, which services may include but not be .
limited to assistance with implementation of the master plan, plan verifications,
and plan updates to accommodate changing growth and economic trends.
All Phase III services of Consultant shall be invoiced to City at the rate of$110
per hour, billed in 15-minute increments, and shall in no event exceed the amount
of$4,500 per year, and reimbursable travel expenses shall be for actual expenses
incurred,without markup,for travel authorized in advance by City in writing.
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Deductions. No deductions shall be made from Consultant's compensation on account
of penalty,liquidated damages or other sums withheld from payments to Consultant.
Additions. No additions shall be made to Consultant's compensation based upon claims,
whether paid by City or denied. s
3.01 PROPOSAL FOR SERVICES
For purposes of this Agreement, Consultant has issued its proposal for services for the {
tasks delineated therein. Such proposal for services is dated April 17, 2012, and submitted in {
response to City's Solicitation Number 12-007, Request for Proposal, Specification Numbers
918-32, 918-27 dated March 2012. Such proposal for services is contained in binder form, and
may be accessed during normal business hours in the office of the City Clerk, and is incorporated
herein by reference for all purposes.
4.01 SCOPE OF SERVICES
Consultant shall satisfactorily and timely provide all services described under Section
2.01 of this Agreement, under Exhibit "A" attached hereto, under Consultant's proposal for
services, and under any related exhibit or attachment. Consultant's undertakings shall be limited
to performing services for City and/or advising City concerning those matters on which s
Consultant has been specifically engaged. Consultant shall perform services in accordance with
this Agreement, in accordance with the relevant proposal for services, and in accordance.with
due care and prevailing consulting industry standards for comparable services.
5.01 LINIITATION TO SCOPE OF SERVICES
Consultant and City agree that the scope of services to be performed is enumerated herein.
and in exhibits, and may not be changed without the express written agreement of the parties. '
Notwithstanding anything herein to the contrary, the parties agree that City retains absolute
discretion and authority for all funding decisions, such to be based solely on criteria accepted by
City which may be influenced by but not be dependent on Consultant's work.
6.01 REQUIRED DRAFT REPORTS AND FINAL REPORT
Consultant agrees to provide City with any draft reports and a detailed final written
report,together with all information gathered and materials developed during the course of work.
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Consultant agrees to provide City with additional bound copies of the final written report,
if and as requested, with the right to make additional copies being at the sole election of City.
All copies of the written final report will be to specifications as-delineated by City.
7.01' INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices. To receive payment for services, Consultant shall prepare and submit a series
of monthly invoices in a form acceptable to City. Each invoice for professional services shall
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track the "Scope of Services" category herein, and shall state.and detail the services performed,
along with documentation for each service performed. All payments to Consultant shall be made
on the basis of the invoices submitted by Consultant and approved by-City. Such invoices shall
conform to the schedule of services and costs in connection therewith. Should additional backup
material be requested by City, Consultant shall comply promptly with such request. In this
regard, should City determine it necessary, Consultant shall make all records-and books relating
to this Agreement available to City for.inspection and auditing purposes.
Payment of Invoices. City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of invoices, City,shall endeavor to pay
Consultant promptly,but no later than the time period required under the Texas Prompt Payment
Act described in Section 9.01 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and City or because of amounts which City has.a right to withhold under this Agreement or state
law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the
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services,but not for taxes based upon Consultant's net income.
Offsets. City may, at its option, offset any amounts due and payable under this
Agreement against any debt(including taxes) lawfully due to City from Consultant,regardless of
whether the amount due arisespursuant to the terms of this Agreement or otherwise and
regardless of whether or not the debt due to City has been reduced to judgment by a court.
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8.01 INTERLOCAL COOPERATIVE CONTRACTING/PURCHASING
Authority for local governments to contract with one another to perform certain
governmental functions and services, including but not limited to purchasing functions, is
granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts,
Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter
F, Section 27 1.101 and Section 271.102.
Other governmental entities within the State of Texas may be extended the opportunity to
purchase off of the City of Round Rock's bid, with the consent and agreement of the successful
vendor(s) and Round Rock. Such agreement shall be conclusively inferred for the vendor from
lack of exception to this clause in the vendor's response. However, all parties hereby expressly t
agree that the City of Round Rock is not an agent of,partner to, or representative of those outside
agencies or entities and that the City of Round Rock is not obligated or liable for any action or
debts that may arise out of such independently-negotiated"piggyback"procurements.
9.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251,V.T.C.A., Texas Government Code, any payment to be ='
made by City to Consultant will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is f
later. Consultant may charge interest on an overdue payment at the"rate in effect" on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
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Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
A. There is a bona fide dispute between City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
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causes the payment to be late; or
B. There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its. supplier about the goods delivered or the service performed
that causes the payment to be late; or
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C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
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D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
1.0.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and e
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Contractor a written notice of termination at the end of its then-current fiscal year.
11.01 TIMETABLES
Unless otherwise indicated to Consultant in writing by City, or unless Consultant is
unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control,
the following timetable structure and deliverable due dates shall apply: not later than twelve (12)
months from date of execution hereof for completion of Phases I and II, and in accordance with
directives from City for consulting services performed during Phase M.
12.01 SUPPLEMENTAL AGREEMENTS
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The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or City Manager action, if City determines that there has
been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be t
executed by both parties within the period specified as the term of this Agreement, that being
twelve (12) months from the effective date hereof. Consultant shall not perform any work or
incur any additional costs prior to the execution, by both parties, of such Supplemental
Agreement. Consultant shall make no claim for extra work done or materials fiunished unless
and until there is full execution of any Supplemental Agreement, and City shall not be
responsible for actions by Consultant nor for any costs incurred by Consultant relating to
additional work not directly authorized by Supplemental Agreeinent.
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13.01 TEMM NATION; DEFAULT
Termination: It is agreed and understood by Consultant that City may terminate this
Agreement for the convenience of City,upon thirty (3 0) days' written notice to Consultant, with
the understanding that immediately upon receipt of said notice all work being performed under
this Agreement shall cease. Consultant shall invoice City for work satisfactorily completed and
shall be compensated in accordance with the terms hereof for work accomplished prior to the
receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated
profits for work terminated under this Agreement. Unless otherwise specified in this Agreement,
all data, information, and work product related to this project shall become the property of City
upon termm�ion' t- s greemen, a11Jbe pro lydelivered to Ci a reasonbl
organized form without restriction on .future use, subject to.the conditions .set forth herein.
Should City subsequently contract with a new consultant for continuation of service on the
project, Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of City
and the terminated party to fulfill contractual obligations. Termination under this section shall
not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in-this section shall require City to pay for any work which it deems
unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either parry may terminate this Agreement, in whole or in part, for default if
the party provides the other party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the parties).
If default results in termination of this Agreement, then City shall give consideration to
the actual costs inculTed by Consultant in performing the work to the date of default. The cost of
the work that is useable to City, the cost to City of employing another firm to complete the
useable work, and other factors will affect the value to City of the work performed at the time of
default. Neither party shall be entitled to any lost or anticipated profits for work terminated for
default hereunder, z
The termination of this Agreement for default shall extinguish all rights, duties, and F
obligations of the terminating party and the terminated party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of airy obligations or
liabilities which occurredprior to termination.
Nothing contained in this section shall require City to pay for any work which it deems E
unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
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14.01 NON-SOLICITATION
.Except as may be otherwise agreed in writing, during the term of this Agreement and for f
twelve (12) months thereafter, neither City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by,the other or
any affiliate of the other if.such person was involved, directly or indirectly,in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who'was solicited
solely through a newspaper advertisement or other general solicitation.
15.01 CITY'S RESPONSIBILITIES
Full information: City shall provide full information regarding project requirements.
City shall have the responsibility of providing Consultant with such documentation and
information as is reasonably required to enable Consultant to provide the services called for.
City. shall require its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services. x`
Consultant may rely upon written informationprovided by City and its employees and agents as
accurate and complete. Consultant may rely upon any written directives provided by City or its
designated representative concerning provision of services as accurate and complete.
Required materials: Consultant's performance requires receipt of all requested ='
information reasonably necessary to provision of services. Consultant agrees, in a timely
manner,to provide City with a comprehensive and detailed information request list,if any.
16.01 INDEPENDENT CONTRACTOR STATUS
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Consultant is an independent contractor, not City's employee. Consultant's employees or g
subcontractors. are not City's employees. This Agreement does not create a partnership
relationship. Neither party has authority to enter into contracts as agent for the other party.
Consultant and City agree to the .following rights consistent with an independent contractor
relationship:
A., Consultant has the right to perform services for others during the term of this
Agreement; s
B. Consultant has the sole right to control and direct the means, manner and method k
by which services required by this Agreement will be performed;
C. Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement;
D. Consultant or its employees or subcontractors shall perform the services required
hereunder. City shall not hire, supervise, or pay any assistants to help Consultant;
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E. Neither Consultant nor its employees or subcontractors shall receive any training
from City in the skills necessary to perform the services required by this
Agreement;
F. City shall not require Consultant its employees or subcontractors to devote full
time to performing the services required by this Agreement; and z
G. Neither Consultant nor its employees or subcontractors.are eligible to participate
in any employee pension, health; vacation pay, sick pay, or other ffinge benefit g
plan of City.
17.01 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials fiunished by City for use by Consultant in
connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as-set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use ,
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
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The parties recognize and understand that City is subject to the Texas Public
Information Act and its duties run in accordance therewith. '
All data relating specifically to City's business and any other information which F
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software; tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential. to Consultant is confidential information of Consultant. City's' confidential
information and Consultant's confidential information is collectively referred to as"Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each partyagrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein. t
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing .Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawf ffy obtained by a party from any non-party.
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Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information-of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement)the parry to whom the request is made provides the other with prompt F
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
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preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental p
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
City and delivered to City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
tedhniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than the Deliverables). Consultant's working papers and
Consultant's Confidential Information (as described herein) shall. belong exclusively to
Consultant. City shall have a non-exclusive, non-transferable license to use Consultant's
Confidential Information for City's own internal use and only for the purposes for which they are
delivered to the extent that they form part of the Deliverables.
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18.01 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
vdth generally prevailing professional or industry standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re-perform any work not in compliance B
with this representation. '
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19.01 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of City or of this
Agreement, then and in that event City shall give written notification to Consultant; thereafter, y
(a) Consultant shall either promptly re-perform such services to City's satisfaction at no
additional charge, or (b) if such deficient services cannot be cured within the cure period set
forth herein,then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence,willful misconduct or misrepresentations by City, its directors, employees or agents.
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In no event shall Consultant be liable to City, by reason of any act or omission relating to
the services provided under this Agreement (including the negligence of Consultant), whether a
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claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive,
special or similar damages relating to or arising from the services, or (b) in any event, in the s
aggregate, for any amount in excess of the total professional fees paid by City to Consultant
under this Agreement, except to the extent determined to have resulted from Consultant's gross `
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negligence,willful misconduct or fraudulent acts relating to the service provided hereunder.
20.01 INSURANCE
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Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the term
hereof professional liability insurance coverage:in the minimum amount of One Million Dollars
from a company authorized to do insurance business in Texas and otherwise acceptable to City.
Consultant shall in all respects comply with the provisions delineated in Item 8,Part I"General" s
of City's Solicitation Number 12-007, Specification Numbers 918-32, 918-27 dated March 2012,
attached hereto as Exhibit"A."
21.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Compliance with Laws. Consultant, its consultants, agents, employees and
subcontractors shall use best efforts to comply,with all applicable federal and state laws, the
Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules
and regulations promulgated by local, state and national boards; bureaus and agencies. '
Consultant shall Rwffier obtain all permits and licenses required in the performance of the
services contracted for herein.
Taxes. Consultant will pay all taxes, if any, required by law arising by virtue of the
services performed hereunder. City is qualified for exemption pursuant to the provisions of
Section 151.309 of the Texas Limited Sales,Excise, and Use Tax Act.
22.01 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale'of any product, materials or equipment that will be recommended or required for this
project.
23.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party. '
24.01 LOCAL,STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) f
incurred while performing services under this Agreement. City will not do the following: ,
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A. Withhold FICA fiom Consultant's payments or make FICA payments on
Consultant's behalf; or
B. Make state and/or federal unemployment compensation contributions on
Consultant's behalf, or
C. Withhold state or federal income tax from Consultant's payments.
25.01 NOTICES
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All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows: when delivered personally to recipient's
address as stated in this Agreement; or three (3) days after being deposited in the United States s
mail,with postage prepaid to the recipient's address as stated in this Agreement.
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Notice to Consultant:
Godfrey's Associates,Inc.
3908 Hawthorne Avenue
Dallas,TX 75219-2219
Notice to City:
City Manager AND TO: City Attorney
221 East Main Street 309 East Main Street
Round Rock,TX 78664 Round Rock,TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
26.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
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This Agreement shall be enforceable in Round Rock, Texas. If legal action is necessary
by either-party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive jurisdiction and venue shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
27.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Consultant and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing.
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28.01 DISPUTE RESOLUTION
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
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proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
29.01 SEVERABILITY
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The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement °
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement, through a process
of mutual agreement and negotiation, to replace any stricken provision with a valid provision
that comes as close as possible to the intent of the stricken provision. The provisions of this
section shall not prevent this entire Agreement from being void should a provision which is of
the essence of this Agreement be determined void. t
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30.01 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to City and according to generally accepted business
practices. f
31.01 GRATUITIES AND BRIBES
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City may, by written notice to Consultant, cancel this Agreement without incurring any ¢.
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
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32.01 RIGHT TO ASSURANCE
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Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the.
reasonable time specified when demand is made,then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
33.01 NUSCELLANEOUS PROVISIONS
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Time of the Essence. Consultant agrees that time is of the essence and that any failure of
Consultant to complete the services for each phase of this Agreement within-the agreed project
schedule may constitute a material breach of this -Agreement. Consultant shall be. fully
responsible for its delays or for failures to use reasonable efforts in accordance with the terms of
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this Agreement. Where damage is caused to City due to Consultant's failure to perform in these
circumstances, City may withhold, to the extent of such damage, Consultant's payments
hereunder without waiver of any of City's additional legal rights or remedies. City shall render
decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly
progress of Consultant's work.
Force Majeure. Neither City nor Consultant shall be deemed in violation of.this.
Agreement if it is prevented from performing any of its obligations hereunder by reasons for F
which it is not responsible or circumstances beyond its control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement. r
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement-may be executed in multiple counterparts, any
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one of which shall be.considered an original; and all of which, taken together, shall constitute
one and the same instrument. City agrees to provide Consultant with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
indicated.
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GODFREVS ASSOCIATES,INC.
P Tinted Name' lL L . c,✓�f c-�
Title•
Date Signed: It, S 2 z t
CITY OF ROCK,TEXAS -
By:
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Alan McGraw,
��r
Date Signed:
FOR CITY,ATTEST: FOR CIT PROVED AS TO FORM:
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By: By:
Sara L. White, City Clerk S
tephA L. Sheets, City Attorney
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SOLICITATION NUMBER
12-007
SPECIFICATION NUMBER
918-32
918-27
MARCH 2012
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ROUND ROCK, TEXAS g
PURPOSE. PASSION. PROSPERITY.
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Purchasing Division
221 East Main Street
Round Rock, Texas 78664-5299
612-218-6682
www.roundrockiexas.aov
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Solicitation #12--007
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REQUEST FOR PROPOSAL
LIBRARY SERVICES
STRATEGIC MASTER PLAN CONSULTANT
Responses Due: April 17, 2012
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XHIBIT
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SOLICITATION NUMBER
12-007
SPECIFICATION NUMBER
918-32
918-27
MARCH 2012
CITY OF ROUND ROCK
REQUEST FOR PROPOSAL
LIBRARY SERVICES STRATEGIC MASTER PLAN
PART
GENERAL
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1. PURPOSE: The City of Round Rock, hereinafter"City", seeks an agreement with a qualified r
Individual, Firm,or Corporation, hereafter referred to as"Respondent", to provide•a comprehensive
ten-year strategic master plan and implementation guide, hereinafter"Plan",that shall define the
current and future roles and responsibilities of the City's Library, hereinafter"Library" in meeting the I
needs of the community. Furthermore,the Plan shall outline the Library's significance in
contributing to the City's broader goal to be the City of Choice.
The purpose of the Plan is to provide analysis, guidance and a"road map"to assure that the
Library can accommodate the growing service, program,facility and technology needs of its
customers. To enable this directive,the City seeks a comprehensive Strength,Weakness,
Opportunity and Threat(SWOT)Analysis of the Library and its current service delivery methods,a
clear set of priorities to meet the growing need for service expansion and a step-by-step action plan '
and schedule that can be supported through policy and a commitment of City resources. Areas of
focus shall include but not be limited to.resources, programs, technology,facilities,staffing, budget
and-funding.
2. BACKGROUND AND HISTORY: The City of Round Rock,Texas,with a population of 150,000,to
include those residents living just outside the City limits,is located 15 miles north of Austin in the
Central Texas Hill Country. This location places the City within three hours driving time to ninety
percent of the population of the State of Texas. The City has experienced tremendous growth over the
past ten years and is home to a number of major employers. The City is scheduled for a 2060 build- r
out of 300,000 residents.
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The history of the Library spans over 50 years and includes:
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2.1. .1962 Area Library was organized by the Round Rock Ladies Home Demonstration Club.
2.2. 1965 Library was administered by the state-chartered, nonprofit, Round Rock Public Library
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Association.
2.3. 1977 City of Round Rock officially assumed ownership of the Library.
2.4. 1978 Library had to be closed because the building had structural damage.
2.5. 1979 Library was relocated and opened for business in a temporary building on Liberty
Street.
2.6. 1980 Two-story structure was dedicated on the original site;the Library used the first floor
and the City Council Chamber occupied the second floor.
2.7. 1988 The Library installed the Automated Library System. }'
2.8. 1996 Round Rock citizens voted for and passed a$3.5 million bond issue to expand the
Library from 11,000 square feet to 43,000 square feet. s
2.9. 1999 Library building was named for two residents active in Round Rock civic organizations
and instrumental in starting and maintaining the Library: Robert G. and Helen Griffith.
2.10. 2008 renovations completed adding space for the Art Gallery.
2.11. 2010 Library installed RFID (Radio Frequency ID) System.
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SOLICITATION NUMBER
12-007
SPECIFICATION NUMBER
918-32
918-27
MARCH 2012
3. EXISTING FACILITES, BUDGET AND STAFF: The Library is housed in a 43,000 square foot facility
and serves the community with a variety of resources,services and programs. The Library is staffed
by 29 full time staff members and utilizes over 6,800 volunteer staff hours annually. The facility is open I
seventy-one(71)hours per week,seven days per week. The approved Financial Year(FY)2011
budget was$2,419,690.00. More information on the Library can be obtained from the City's website: .
http://www.roundrocktexas.gov/home/index.asp?paqe=5. }
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4. LOCATION: The Library is located at 216 E. Main Street, Round Rock,Texas 78664.
5. CURRENT SERVICE STATISTICS: The following usage and service statistics are available for
October 1,2010 through September 30,2011.
5.1. Total Items in Collection: 182,791
5.2. Circulation Transactions: 854,261
5.3.. Customer Visits: 291,591
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5.4. Program Attendance: 30,092
6. CURRENT SERVICES: Current Library services include but are not limited to: I
6.1. Public meeting rooms
6.2. Study rooms
6.3. Public access computers with printers t
6.4. Other equipment including a typewriter, photocopiers, microfilm/fiche reader with printer
6.5. Art gallery
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6.6. Audiobooks, music CDs, DVDs,downloadable eBooks
6.7. Reference assistance
6.8. Tax forms
6.9. Youth programming to include but not limited to: }
6.9.1. Summer reading program p
6.9.2. Storytimes
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6.9.3. Puppet shows ¢'
6.10. Reference databases
6.11. Book club kits
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6.12. Adult programming to include but not limited to: t
6.12.1. Classic film night
6.12.2. Community-wide reading program
6.12.3. Author events `
6.13. Laptops available for use in the library s
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6.14. Large print books
6.15. Genealogy collection (in partnership with the Williamson County Genealogical Society)
6.16. Magazines
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6.17. Interlibrary loan s
6.18. Foreign language collections: Hindi, Spanish and Chinese
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SOLICITATION NUMBER
12-007
SPECIFICATION NUMBER
918-32
918-27
MARCH 2012
6.19. Friends of the Round Rock Public Library ongoing book sale
6.20. Computer classroom
7. DEFINITIONS:TERMS AND CONDITIONS: By submitting a response to this solicitation,the
Respondent agrees that the City's standard Definitions,Terms and Conditions, in effect at the time
of release of the solicitation, shall govern unless specifically provided otherwise in a separate
agreement or on the face of a purchase order. Said Definitions,Terms and Conditions are subject i
to change without notice. It is the sole responsibility of respondents to stay apprised of changes.
The City's Definitions,Terms and Conditions can be obtained from the City's website:
http:/ANww.roundrocktexas.gov/home/index.asp?paqe=463. i
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8. INSURANCE: The Respondent shall meet or exceed ALL insurance requirements set forth by the i
Insurance Requirements as identified on the City's website at
hftp:/Aw.vw.roundrocktexas.gov/home/index.asp?paqe=463.
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9. ATTACHMENTS: Attachment A is herein made a part of this solicitation: r
9.1. Attachment A: Reference Sheet
10. CLARIFICATION: For questions or clarifications of specifications,you.may contact: I
Joy Baggett
Purchasing Department
City of Round Rock
Telephone: 612-218-6682 l
jbaggett(Q7round-rock.tx:us
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The individual listed above may be contacted by telephone or visited for clarification of the
specifications only. No authority is intended or implied that specifications may be amended or l
alterations accepted prior to solicitation opening without written approval of the City of Round Rock i
through the Purchasing Department.
11. QUALIFICATIONS: The opening of a solicitation shall not be construed as the City's acceptance-of
such as qualified and responsive. All Respondents shall:
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11.1. Be firms,corporations, individuals or partnerships normally engaged in the sale and F
distribution of commodity or provision of the services as specified herein.
11.2. Have adequate organization,facilities, equipment and personnel to ensure prompt and
efficient service to the City.
11.3. Provide a representative list of services of a scale and complexity similar to the services k
being considered by the City.The list shall include the location, client, services provided by
your firm,term of services and an owner contact name.
12. BEST VALUE EVALUATION AND CRITERIA: Respondents may be required to make an oral E
presentation to the selection team to further present their qualifications. These presentations will
provide the Respondent the opportunity to clarify their proposal and ensure a mutual understanding
of the services to be provided and the approach to be used.
All solicitations received may be evaluated based on the best value for the City. In determining best I
value,the City may consider:
12.1. Purchase price and terms;
12.2. Reputation of Respondent and of Respondent's goods and services; s
12.3. Quality of the Respondent's goods and services; i
12.4. The extent to which the goods and services meet the City's needs;
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SOLICITATION NUMBER
12-007
SPECIFICATION NUMBER
91832
918-27
12.5. Respondent's past relationship with the City; MARCH 2012
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12.6. The total long-term cost to the City to acquire the Respondent's goods or services; I
12.7. Any relevant criteria specifically listed in the solicitation. i
12.8. The City reserves the right to reject any or all responses, or delete any portion of the
response, or to accept any response deemed most advantageous, or to waive any
irregularities or informalities in the response received that best serves the interest and at the g
sole discretion of the City. i
13. AGREEMENT TERM: The terms of the awarded agreement shall be as follows: s
13.1. The term of the resulting agreement shall be ten (10)consecutive twelve(12)month '
periods from the.effective date. €
13.1.1. Part II of RFP, Scope of Work Phase 1 and II shall be one(1)consecutive twelve
(12)month periods from the effective date. '
13.1.2. Part II of RFP, Scope of Work Phase III shall be nine(9)consecutive twelve(12)
month period from the effective date.
13.1.3. If the respondent fails to perform its duties in a reasonable and competent }
manner,the City shall give written notice the respondent of the.deficiencies and
the respondent shall have thirty(30)days to correct such deficiencies. If the
respondent fails to correct the deficiencies with the thirty(30)days,the City may
terminate the agreement by giving the respondent written notice of termination
and the reason for the termination.
13.1.4. If the agreement is terminated,for any reason,the respondent shall turn all
records and data gathered pertaining to the Plan to the City within fifteen (15)
working days after completion of duties contained in the agreement.
14. PRICE INCREASE OR DECREASE:A price increase to the agreement shall not be permitted.
15. AWARD: The City reserves the right to enter into an agreement or a purchase order with a single
award,split awards, non-award, or use any combination that best serves the interest and at the n
sole discretion of the City. Award announcement will be made upon City.Council approval of staff #
recommendation and executed agreement. Award announcement will appear on the City's website
at http://www.roundrocktexas.gov/home/index.asp?page=463, t
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16. ACCEPTANCE:Acceptance of each deliverable specified herein should not take more than ten
(10)working days. The vendor will be notified within this time frame if the goods delivered is not in
full compliance with the specifications. If any agreement or purchase order is canceled for non-
acceptance, the needed good may be purchased elsewhere and the vendor may be charged full
increase, if any, in cost and handling. r
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17. PROMPT PAYMENT POLICY: Payments will be made in accordance with the Texas Prompt
Payment Law, Texas Government Code, Subtitle F, Chapter 2251. The City will pay Vendor within
thirty days after the acceptance of the supplies, materials, equipment, or the day on which the
performance of services was completed or the day, on which the City receives a correct invoice for
the supplies, materials, equipment or services, whichever is later. The Vendor may charge a late
fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in
accordance with this prompt payment policy; however, this policy does not apply to payments made Y
by the City in the event:
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17.1. There is a bona fide dispute between the City and Vendor concerning the supplies, materials, '
services or equipment delivered or the services performed that causes the payment to be
late;or
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SOLICITATION NUMBER
12-007
SPECIFICATION NUMBER E
918-32
918-27
MARCH 2012
17.2. The terms of a federal agreement,grant, regulation, or statute prevent the City from making a
timely payment with Federal-Funds;or k
17.3. The is a bona fide dispute between the Vendor and a subcontractor or between a
subcontractor and its suppliers concerning supplies, material, or equipment delivered or the
services performed which caused the payment to be late;or
17.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the
purchase order or agreement or other such contractual agreement. t
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18. NON-APPROPRIATION: The resulting Agreement is a commitment of the City's current revenues
only. It is understood and agreed the City shall have the right to terminate the Agreement at the
end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to
purchase the estimated yearly quantities, as determined by the City's budget for the fiscal year in z
question. The City may affect such termination by giving Vendor a written notice of termination at
the end of its then current fiscal year.
PART II
SCHEDULE '
1. SOLICITATION SCHEDULE: It is the City's intention to comply with the following solicitation . `
timeline:
1.1. Solicitation released March 17,2012
1.2. Pre-Solicitation Meeting and Site Visit(Non-mandatory) March 29,2012
March 29,2012 at 2:00 pm CT
Round Rock Library Meeting Room
216 E. Main Street
Round Rock,Texas 78664
Call In Participation: (661)673-8600 a'
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1.3. Deadline for-questions March 30,2012
1.4. City responses to all questions or addendums April 5,2012 E
1.5. Responses for solicitation due by 3:00 PM April 17,2012
1.6. Oral Presentation (if necessary) TBD ='
All questions regarding the solicitation shall be submitted in writing by 5:00 PM on the due
date noted in PART ll, Paragraph 1,sub-paragraph 1.3. A copy of all the questions submitted
and the City's response to the questions shall be posted on our webpage,
http://www.roundrocktexas.gov/home/index.a'sp?pace=463. Questions shall be submitted to s.
the City contact named in PART I, Paragraph 9.
The City reserves the right to modify these dates. Notice of date change will be posted to the City's
website.
2. PRE-SOLICITATION MEETING: A pre-solicitation meeting, and site visit will be conducted to fully
acquaint Respondents with the existing Library facilities. The pre-solicitation meeting will be
conducted on:
March 29,2012 at 2:00 pm CT
Round Rock Library Meeting Room
216 E.Main Street
Round Rock,Texas 78664
Call In Participation: (661) 673-8600
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SOLICITATION NUMBER
12-007 i
SPECIFICATION NUMBER x
918-32
918-27
MARCH 2012
2.1. The City considers this pre-solicitation meeting Non-mandatory.
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********************SOLICITATION UPDATES********************
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3. SOLICITATION UPDATES: Respondents shall be responsible for monitoring the City's website at
http://www.roundrocktexas:gov/home/index.asp?page=463 for any updates pertaining to the i
solicitation described herein. Various updates may include addendums, cancelations, notifications,
and any other pertinent information necessary for the submission of a correct and accurate
response. The City will not be held responsible for any further communication beyond updating the
website. I
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4. RESPONSE DUE DATE: Signed and sealed responses are due no later than 3:00 PM,on the date
noted above to the Purchasing Department. Mail or carry sealed solicitations to:
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City of Round Rock
Purchasing Department
221 E.Main Street
Round Rock;Texas 78664-5299
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4.1. Responses received after this time and date shall not be considered.
4.2. . Sealed responses shall be clearly marked on the outside of packaging with the Solicitation
title, number,due date and "DO NOT OPEN". €
4.3. Facsimile or electronically transmitted responses are not acceptable.
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4.4. Late responses will be returned to Respondent unopened if return address is provided.
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5. AGREEMENT NEGOTIATIONS: In establishing an agreement as a result of the solicitation
process,the City may:
5.1. Review all submittals and determine which Respondents are reasonable qualified for award
of the agreement.
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5.2. Determine the Respondent whose submittal is most advantageous to the City considering the.
evaluation criteria.
5.3. Attempt to negotiate with the most responsive Respondent an agreement at fair and I
reasonable terms,conditions and cost. t
5.4. If negotiations are successful, enter into an agreement or issue a purchase order.
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5.5. If not successful,formally end negotiations with that Respondent. The City may then:
5.5.1 Select the next most highly qualified Respondent and attempt to negotiate an
agreement at fair and reasonable terms, conditions and cost with that Respondent.
5.5.1 The City shall continue this process until an agreement is entered into or all f
negotiations are terminated. E
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5.6 The City also reserves the right to reject any or all submittals, or to accept any submittal
deemed most advantageous, or to waive any irregularities or informalities in the submittal
received.
6. POST AWARD MEETING: The City and Respondent shall have a post award meeting to discuss,
but not be limited to the following:
6.1. City contact(s)information for implementation of agreement.
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SOLICITATION NUMBER
12-007 q
SPECIFICATION NUMBER
918-32
918-27
MARCH 2012
6.2. Agreement terms and conditions.
6.3. Specific milestones, goals and strategies to meet objectives.
PART III
SPECIFICATIONS
1. PHASE I SCOPE OF WORK: With the goal of developing the Plan as specified herein,
Respondent shall be responsible for, but is not limited to carrying out the following tasks:
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1.1. Thoroughly review existing Library Plan and current services and delivery methods.
1.2. Assess the current and projected City demographics as they pertain to the Library's service
needs. _
1.3. Conduct comparative analysis of City's growth trends to similar, adjacent communities.
1.4. Conduct comparative analysis of Library services offered in similar, adjacent communities.
1.5. Conduct Community Engagement effort to garner input from citizens on current and desired
Library services. Community Engagement shall be obtained from all community
demographic segments to include senior population segment that cannot drive or that do not
have access to public transportation.
1.6. Conduct complete SWOTAnalysis for Library as described herein. SWOTAnalysis shall £
include but not be limited to: 1
1.6.1 Resources/Collection
1.6.2 Programs
1.6.3 Technology
1.6.4 Facilities i
1.6.4.1 'Evaluate current Library space and how the space might be used more
effectively
1.6.4.2 Evaluate facility options to include renovating, location change or i
additional location
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1.6.5 Staffing
1.6.6 Budget i
1.6.7 Funding
1.7 Identify core business of Library.
1.8 Identify regional resource partnerships, such as regional colleges that offer Library resources.
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1.9 Identify short and long term funding strategies. r
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2. PHASE II SCOPE OF WORK:The deliverables provided to the City as a result of the Phase I work
and SWOT Analysis shall yield the following:
2.1. Detailed SWOTAnalysis Summary with action plan to capitalize on the strengths and address
the weaknesses of the Library's current service delivery. The summary shall include, but not
be limited to the following areas:
2.1.1 Analysis of City demographics and growth trends as they pertain to Library services;
2.1.2 Analysis of current Library services offered and future library services desired. This
information shall be a result of the findings from Community Engagement efforts and
the analysis of Library services offered in similar, adjacent communities. This
analysis shall also incorporate recommendations"based on Best Practices from
successful Libraries nationwide and in communities of similar size.
2.1.3 Articulation of the Library SWOTAnalysis as it pertains to the following with
recommendations for each area to improve Library service delivery:
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SOLICITATION NUMBER
12-007
SPECIFICATION NUMBER
918-32 k
918-27
2.1.3.1 Resources/Collection MARCH 2012
2.1.3.2 Programs
2.1.3.3 Technology
2.1.3.4 Facilities :
• Evaluation of current Library space and how the space might be
used more effectively;
• Evaluation of facility options to include renovating or location r
change
2.1.3.6 Staffing
2.1.3.6 Budget
2.1.3.7 Funding .
2.2 Definition of the core business of the Library and its role.and responsibilities in meeting the'
needs of the community.
2.3 Ten year schedule of implementation for Plan and associated recommendations.
2.3.1 Schedule shall detail capital requirements; projected budget and funding
requirements;
2.3:2 Facility recommendations with supporting organization chart and staffing plan.
These recommendations shall include:
2.3.2.1 Current facility optimization recommendations;
2.3.2.2 Potential site identification map;
2.3.2.3 Mobile resource recommendations if applicable. z
2.3.3 Implementation with measureable objectives.
2.4 Finding of regional resource partnerships, such as regional colleges that offer Library
resources.
2.6 Finding of short and long term funding strategies.
2.6 Statement of trends affecting the future of libraries in general.
3. PHASE Ill SCOPE OF WORK—Successful Respondent may be required to engage with the City in
an on-going consulting capacity for a period of nine(9)years to assist with the implementation of
said Plan. City recognizes that Master Plans must be flexible to accommodate changing growth
and economic trends.
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3.1 Terms of Phase III agreement are outlined in Part 1,913 of the RFP.
3.2 The Cost Proposal for on-going ten year agreement shall be included in response per the
Submission Requirements. Cost proposal shall be broken out into Phase I, II and III.
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PART IV ;
SUBMISSION REQUIREMENTS
1. SOLICITATION SUBMISSION REQUIREMENTS:To achieve a uniform review process and obtain
the maximum degree of comparability,the responses shall be organized in the manner specified
below. Responses shall not exceed twenty(30) pages in length (excluding title pages(s)and
index/table of contents, attachments or dividers). Information in-excess of those pages allowed will
not be evaluated. One page shall be interpreted as one side of a double-spaced, printed, 81/2"X
11"sheet of paper. It is recommended that responses not be submitted in ringed binders or metal
spirals to conserve cost for both the Respondent and the City.
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SOLICITATION NUMBER
12-007 g
SPECIFICATION NUMBER
918-32
918-27 k
MARCH 2012
The Respondent shall submit one(1)original signed paper-copy and four(4)copies, clearly I
identified as a"COPY"of its Response.
In addition,the Respondent shall submit one(1)CD, each containing a complete copy of
Respondent's submission in an acceptable electronic format(PDF, RTF,TXT, DOC,XLS). A
complete copy of the Response includes all documents required by this Solicitation. The CD shall
be titled:"SOLICITATION NUMBER-Complete copy of[Name of Respondent]'s submission." r
If supplemental materials are included with the Response, each CD must include such g
supplemental materials. The Response and accompanying documentation are the property of the }
City and will not be returned. f
1.1. Title Page (1 page)—Show the solicitation title and number,the name of your firm, address,
telephone number(s) name of contact person and date. I
TAB#1 1.2. Letter of Transmittal(1 page)—Identify the services for which solicitation has been prepared.
1.2.1. Briefly state your firms understanding for the services to be performed and make a
positive commitment to provide the services as specified.
1.2.2. Provide the name(s)of the person(s)authorized to make representations for your
firm, their titles, address,telephone numbers and e-mail address.
1.2.3. The letter of each solicitation shall be signed in permanent ink by a corporate officer
or other individual who has the authority to bind the firm. The name and title of the
individuals(s)signing the solicitation shall be clearly shown immediately below the
signature.
TAB#2 1.3. Table of Contents(1 page)—Clearly identify the materials by Tab and Page Number.
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TAB#3 1.4. Previous Performance/Experience—Provide detailed information on firm and team
experience with providing consultant services as described in the Scope of Work.
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1.4.1. Respondent shall identify the project team and provide statement of qualifications for
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those individuals to include education, professional registrations and areas and years
of service in the respective field.
1.4.2. Provide the name, address,telephone number and e-mail of at least three(3)firms
applicable to Municipal and/or Government projects that have utilized similar service
for at least(two)2 years. Include an brief overview of each project with, at a
minimum, a short description of the services provided, including costs and
methodology used for projects. References may be checked prior to award. Any r.
negative responses received may result in disqualification of submittal. NOTE:
REFERENCE FORM (ATTACHMENT A) PROVIDED. E-MAIL ADDRESSES ARE
REQUIRED.
1.4.3. Attachment A: Reference Sheet.
TAB#4 1.5. Available Resources and Consultant Location—Provide information on size, resources and
business history of the firm.
TAB#5 1.6. Subcontractor Information: If Respondent intends to use subcontractors in the performance g
of this project, a list of said subcontracts must be submitted with solicitation response. The
list shall include company name, address, phone number, contact name and reference list.
Information shall be provided to demonstrate their qualifications. The City reserves the right
to approve or disapprove any and all subcontractors prior to any work being performed. 1
TAB#6 1.7. Methodology—Respondent shall define the method and approach to be used in creating the
Plan. The Methodology shall demonstrate a thorough knowledge and understanding of
Strategic Master Planning for Library Services as outlined in the Scope of Work.
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TAB#7 1.8. Timeline—Respondent shall provide a detailed schedule of the complete project as per the I
specifications contained herein.
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SOLICITATION NUMBER
12-007
SPECIFICATION NUMBER
918-32 '
918-27
MARCH 2012 K
TAB#8 1.9. Samples of Work—The Respondent shall provide samples of work to demonstrate their
capacity for delivering necessary components contained within the Scope of Work. i
TAB#9 1.10. Cost Proposal.:-Respondent shall include a cost proposal to provide services as described
herein.
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1.10.1. Cost proposal shall be value engineered and the break-down shall include a not-to-
exceed fee schedule for each aspect and three phases of the.service.
1.10.2. City shall reimburse successful Respondent for required travel at GSA per diem
rates. Other requirements and restrictions may apply.
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TAB#10 1.11. Sample Standard Contract—Respondent shall include a copy of the firm's standard contract.
TAB#11 1.12. Disclosure of Litigation—Respondent shall identify any pending or past involvement in
litigation.
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REVISED JULY 2011* I
InROUNDROCCKTCITY OF ROUND ROCK
PWA'OUR
PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS
DEFINITIONS
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The following definitions shall be used to identify terms throughout specification documents:
1. AGREEMENT: A mutually binding legal document obligating the Vendor to furnish the goods,
equipment or services specified within the solicitation and obligating the City to compensate in
accordance with-the conditions of the agreement.
2. BID/PROPOSAL/RESPONSE: A document submitted by a respondent in response to a solicitation
to be used as the basis for negotiations or for entering into an agreement.
3. BIDDER/PROPOSER/RESPONDENT: The party identified throughout the solicitation document that I
considers themselves qualified to provide the goods, equipment or services specified and submits a
response to the solicitation.
4. CITY: Identifies the City of Round Rock, located in Travis and Williamson Counties,Texas.
5. GOODS: Represent materials,supplies,commodities and equipment.
6. IFB: Invitation for Bid—A document used to solicit competitive or multi-step sealed bids.
7. PIGGYBACK AGREEMENT: A term used to identify a contract or agreement that has been
competitively bid in accordance with State of Texas statutes, rules, policies and procedures and have
been extended for the use of state and local agencies and active CO-OP entities. 3i
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8. PO: Purchase Order — A written document by the City to a vendor formalizing all the terms and
conditions of a proposed transaction, to include but not be limited to, a description of the requested
item, delivery schedule, terms of payment, transportation, delivery location, price, quantity, and
special instructions.
9. RFI: Request for Information—A non-binding method whereby a jurisdiction publishes via newspaper,
internet, or direct mail its need for input from interested parties for an upcoming solicitation. A
procurement practice used to obtain comments, feedback or reactions from potential suppliers
(contractors) prior to the issuing of a solicitation. Generally price or cost is not required. Feedback
may include best practices, industry standards, technology issues. s
10. RFP: Request for Proposal — The document used to solicit proposals from potential.providers for
goods and services (Respondents). Price is usually not a primary evaluation factor. Provides for the ti
negotiation of all terms, including price prior to agreement award. May include a provision for the
negotiation of Best and Final Offers. May be a single step or multi-step process.
11. RFQu: Request for Qualification —A document which is issued by a procurement entity to obtain
statements of the qualifications of potential development teams or individuals (i.e. consultants) to
gauge potential competition in the marketplace, prior to issuing the solicitation.
12. RFC : Request for Quotation — A small order amount purchasing method. A request is sent to
suppliers along with a description of the commodity or services needed and the supplier is asked to g
respond with price and other information by a pre-determined date.
13. SERVICES: Work performed to meet the requirements and demand of said purchase order or
agreement. The furnishing of labor, time, or effort by the Vendor and their ability to comply with
promised delivery dates, specification and technical assistance specified.
14. SUBCONTRACTOR: Any person' or business entity employed to perform part of a contractual
obligation under the control of the principal contractor for fulfillment of a purchase order or agreement
with the City. Any supplier, distributor, vendor, or firm that furnishes supplies or services to a prime i
contractor or another subcontractor to fulfill their obligations with the City.
15. VENDOR: Person or business enterprise providing goods, equipment, labor and/or services to the
City as fulfillment of obligations arising from an agreement or purchase order.
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*SUPERCEDES PREVIOUS,DATED OCTOBER 2010
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AROUND ROCKTEXAS
CITY OF ROUND ROCK
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PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS
TERMS AND CONDITIONS
By submitting a response to the Solicitation or accepting a PO, the Vendor agrees that these terms and
conditions shall govern unless specifically provided otherwise on the face of the purchase order or in a
separate agreement.
1. ABANDONMENT OR DEFAULT: A Vendor who abandons or defaults on work which causes the City 4'
to purchase goods or services elsewhere may be charged the difference in cost of goods, services or
handling, if any, and may not be considered in the re-advertisement of the goods or services and may
not be considered in future solicitations for the same type of work unless the scope of work is
significantly changed.
2. ABSENCES OF PURCHASE ORDER OR AGREEMENT: The Vendor's delivery of goods or
services without an approved PO or agreement may result in rejection of delivery, return of goods at '
the Vendor's expense and also in non-payment for goods and services.
3. ACCEPTANCE: Acceptance inspection should not take more than five working days. The vendor
will be notified within this time frame if the service provided is not in full compliance with the project I
scope. If any service is canceled for non-acceptance, the needed equipment or service may be
purchased elsewhere and the vendor may be charged full increase, if any, in cost and handling.
4. ACCEPTANCE OF TERMS& CONDITIONS: A PO is the City's commitment to purchase the goods
and/or services described from the Vendor. The City's placement of this order is expressly
conditioned upon Vendor's,acceptance of all the terms and condition of purchase contained on the
purchase order.
5. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: - If, instead of
requiring immediate correction or removal and replacement of defective or non-conforming
deliverables, the City prefers to.accept it, the City may do so. The Vendor shall pay all claims, costs,
losses and damages attributable to the City's evaluation of and determination to accept such
defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the
City may deduct such amounts as are necessary to compensate the City for the diminished value of
the defective or non-conforming deliverables. If the acceptance occurs after final payment, such
amount shall be refunded to the City by the Vendor. r
6. ADVERTISING: The Vendor shall not advertise or publish, without the City's prior written consent,
the fact that the City has entered into the Agreement, except to the extent required by law.
7. AMENDMENTS: No agreement or understanding to modify this agreement shall be binding upon the
City unless in writing and signed by the City's authorized agent. All specifications,drawings, and data
submitted to the Vendor with this order are hereby incorporated and made a part hereof.
8. ASSIGNMENT-DELEGATION: The Agreement shall be binding upon and endure to the benefit of
the City and the Vendor and their respective successors and assigns, provided however, that no right
or interest in the Agreement shall be assigned and no obligation shall be delegated by the Vendor
without the prior written consent of the City. Any attempted assignment or delegation by the Vendor
shall be void unless made in conformity with this paragraph. The Agreement is not.intended to confer
rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties i
that there be no third party beneficiaries to the Agreement.
9. AWARDS: The City may choose not to award an Agreement. Split awards between Vendors may be
made at the sole discretion of the City. The City reserves the right to enter into an agreement or a
purchase order with a single award, split awards, or use any combination that best serves the interest
and at the sole discretion of the City.
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"SUPERCEDES PREVIOUS,DATED OCTOBER 2010
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REVISED JULY 2011'
rDROCK.,,�,o,,,,a„�,n CITY OF ROUND ROCK
PURCHASING DEFINITIONS,STANDARD TERMS AND CONDITIONS
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10. CANCELLATION: The City reserves the right to cancel the agreement for default of all or any part of
the undelivered portion of the order if Vendor breaches any of the terms hereof including warranties
or becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and
not in lieu of any remedies,which the City may have in law or equity.
11. CLARIFICATION OF PROPOSALS: The City reserves the right to request clarification or additional
information specific to any proposal after all proposals have been received and the RFP close.date
has passed. i
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12. CODES, PERMITS AND LICENSES: The Vendor shall comply with all National, State and Local
standards, codes and ordinances and the terms and conditions of the services of the electric utility, as
Well as other authorities that have jurisdiction pertaining to equipment and materials used and their
application. 'None of the terms or provisions of the specification shall be construed as waiving any
rules, regulations or requirements of these authorities. The Vendor shall be responsible for obtaining
all necessary permits, certificates and/or licenses to fulfill contractual obligations (City of Round Rock
fees and costs may be waived).
13. COMPLIANCE WITH HEALTH SAFETY AND ENVIRONMENTAL REGULATIONS: (apply only to
a Solicitation to purchase Services to be performed principally at.the City's premises or on
public.rights-of-way) The Vendor, its Subcontractors, and their respective employees, shall comply I'
fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, '
rules and regulations -in the performance of the services, including but not limited to those
promulgated by the City and by the Occupational Safety and*Health Administration (OSHA). Incase
of conflict, the most stringent safety requirement shall govern. The Vendor shall indemnify and hold
the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties
and liability of every kind arising from the breach of the Vendor's obligations under this paragraph.
14. COMPLIANCE WITH LAWS: The successful offeror shall comply with all federal, state, and local
laws, statutes, ordinances, rules and regulations, and the order's and decrees of any court or
administrative bodies or tribunals in any matter affecting the performance of the resulting agreement
or PO, including without limitation, workers' compensation laws, minimum and maximum salary and l
wage statutes and regulations,and licensing laws and regulations. When requested,the Vendor shall 4
furnish the City with satisfactory proof of its compliance.
15. CONFIDENTIAL CITY INFORMATION: In order to provide the deliverables to the City, Vendor may
require access to certain records of the City's and/or its licensors' confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business k
information, and other information which the City or its licensors consider confidential) (collectively,
"Confidential Information"). Vendor acknowledges and agrees that the Confidential Information is the F'
valuable property of the City and/or its licensors and any unauthorized use,disclosure, dissemination,
or other release of the Confidential Information shall substantially injure the City and/or its licensors, i
The Vendor(including its employees, subcontractors, agents, or representatives) agrees that it shall l
maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy,
divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the
City or in a manner not expressly permitted under this.Agreement, unless the Confidential Information
is required to be disclosed by law or an order of any court or other governmental authority with proper
jurisdiction, provided the Vendor promptly notifies the City before disclosing such information so as to s`
permit the City reasonable time to seek an appropriate protective order. The Vendor agrees to use
protective measures no less stringent than the Vendor uses within its own business to protect its own
most valuable information, which protective measures shall under all circumstances'be at least y
reasonable measures to ensure the continued confidentiality of the Confidential Information.
16. CONFIDENTIALITY OF CONTENT: All documents submitted in response to a solicitation shall be {'
subject to the Texas Public Information Act. Following an award, responses are subject to release as
public information unless the response or specific parts of the response can be shown to be exempt
from the Texas Public Information Act. Pricing is not considered to be confidential under any
circumstances.
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16.1. Information in a submittal that is legally protected as a trade secret or otherwise confidential
must be clearly indicated with stamped, bold red letters stating "CONFIDENTIAL" on that
section of the document. The City will not be responsible for any public disclosure of
confidential information if it is not clearly marked as such.
16.2. If a request is made under the Texas Public Information Act to inspect information designated
as confidential, the Respondent shall, upon request from the City, furnish sufficient written
reasons and information as to why the information should be protected from disclosure. The
matter will then be presented to the Attorney General of Texas for final determination.
17. CONFLICT OF INTEREST: Effective January 1, 2006, Chapter 176 of the Texas Local Government
Code (House Bill 914) requires that any vendor or person considering doing business with a local
government entity disclose the vendor or person's affiliation or business relationship that might cause
a conflict of interest with a local government entity. The Conflict of Interest Questionnaire form is
available from the Texas Ethics Commission at www.ethics.state.tx.us. Completed Conflict of
Interest Questionnaires may be mailed or delivered by hand to the City Secretary. If mailing a
completed-form, please mail to:
City of Round Rock f
City Secretary
221 East Main Street
Round Rock,Texas 78664
3
Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest may
automatically result in the disqualification of the vendor's offer. z
18. DAMAGE: The Vendor shall be responsible for damage to the City's equipment or property, the
workplace and its contents by its work, negligence in work, its personnel and equipment. The Vendor
shall be responsible and liable for the safety; injury and health of its working personnel while its
employees are performing service work. r
19. DEFAULT: The Vendor shall be in default under the agreement if the Vendor:
19.1. Fails to fully, timely and faithfully perform any of its material obligations under the agreement, s
19.2. Becomes insolvent or seeks relief under the bankruptcy laws of the United States or
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19.3. Makes a material misrepresentation in Vendor's offer, or in any report or deliverable required to t
be submitted by the Vendor to the City.
20. DELIVERY: No substitutions or cancellations will be permitted without written approval of the City. a
20.1. -if delay is foreseen,Vendor shall give written notice to the City. The City has the right to extend f
delivery or service date or cancel the order or agreement. Vendor shall keep the City advised
at all times of the status of the order. Default in promised delivery, service or failure to meet
specifications, authorizes the City to purchase goods or services elsewhere and charge the full
increase, if any, in cost and handling to defaulting vendor. Default on delivery may result in
legal action and recourse.
20.2. Delivery shall be made between 8 AM and 4 PM Monday through Friday except on regularly
observed state-or federal holidays, unless prior approval has been obtained from the City or
otherwise stated in the solicitation. f
20.3. All deliverables shall be delivered at the delivery point specified. If goods are incorrectly
delivered, Vendor shall be held responsible for any additional expense incurred in delivering G
them to their correct destination.
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20.4. Receipt of deliverables does not constitute acceptance.
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21. DELAYS:
21.1.. The City may delay scheduled delivery or other due dates by written notice to the Vendor if the
City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Agreement, the City and the Vendor shall negotiate an equitable adjustment for costs
incurred by the Vendor in the Agreement price and execute an amendment to the Agreement.
The Vendor shall assert its right to an adjustment within thirty(30) calendar days from the date
of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under
the Dispute Resolution process. However, nothing in this provision shall excuse the Vendor
from delaying the delivery as notified.
21.2. Neither party shall be liable for any default or delay in the performance of its obligations under
this Agreement if, while and to the extent such default or delay is caused by acts of God, fire, i
riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause
beyond reasonable control. In the event of default or delay in agreement performance due to }
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held to establish a mutually I
agreeable period of time reasonably necessary to overcome the effect of such failure to
perform.
22. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped Freight On
Board (FOB) Destination, freight.prepaid and allowed unless otherwise specified on the purchase
order or in the solicitation. The Vendor's price shall be deemed to include all delivery and
transportation charges. The City shall have the right to designate what method of transportation shall
be used to ship the deliverables. The place of delivery shall be that set forth in the block of the
purchase order entitled"Ship To".
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23. DISCLOSURE OF LITIGATION: Each Respondent shall include in its proposal a complete disclosure
of any civil or criminal litigation or investigation pending which involves the Respondent or in which
the Respondent has been judged guilty.
24. DISPUTE RESOLUTION: If a dispute or claim arises under an Agreement, the parties agree to r
resolve the dispute or claim by appropriate internal means. If the parties cannot reach a mutually
satisfactory resolution, any such dispute or claim will be sought to be resolved with the help of a
mutually selected mediator. If the parties cannot agree on a mediator, City and Vendor shall each
select a mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other
than attorney fees, associated with the mediation shall be shared equally by the parties.
City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of
or-relating to the Agreement or a breach thereof shall be decided by any arbitration proceeding,
including without limitation, any proceeding under the Federal Arbitration Act(9 USC Section 1-14)or
any applicable state arbitration statute.
25. EFFECTIVE DATEITERM: Unless otherwise specified in the Solicitation, this Agreement shall be
effective as of the date the agreement is signed by both parties, and shall continue in effect until all
obligations are performed in accordance with the Agreement.
26. EX PARTE COMMUNICATION: Please note that to insure the fair evaluation of a solicitation,the City
prohibits ex parte communication (e.g., unsolicited) initiated by the Respondent to a City
representative evaluating or considering the solicitations prior to the time a decision has been made. E.
Communication between Respondent and the City will be initiated by the appropriate City designee in
order to obtain information or clarification needed to develop an accurate evaluation of the solicitation.
Ex parte communication may be grounds for disqualifying the offending Respondent from
consideration for award. i
27. EXCEPTIONS: Any variation from this specification shall be indicated on the solicitation or on a
separate attachment to the.solicitation. The sheet shall be labeled as such.
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28. FRAUD: Fraudulent statements by a Respondent on a submittal.or in any report or deliverable
required to be submitted by the Respondent to the City shall be grounds for the termination of the
Agreement for cause by the City and may result in legal action.
29. GOODS: The products furnished. under said specification shall be the latest improved model in
current production, as offered to commercial trade, and shall be of quality workmanship and material i
The Vendor represents that all equipment offered under said specification shall be new. USED,
SHOPWORN, DEMONSTRATOR, PROTOTYPE, OR DISCONTINUED MODELS ARE NOT i
ACCEPTABLE.
30. GOVERNING LAW AND VENUE: The Agreement is made under and shall be governed by the laws a
of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in
Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to
and apply the substantive law of another state or jurisdiction. All issues arising from this Agreement s
shall be resolved in the courts of Williamson County, Texas and the parties agree to submit to the
exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or
interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any
competent authority as contemplated herein.
31. INDEMNITY: Vendor shall indemnify, save harmless and defend the City, its officers,. agents,
servants, and employees from and against any and all suits, actions, legal proceedings, claims,
demands, damages, costs, expenses, attorney's fees and any and all other costs or fees incident to
the performance of the resulting agreement and arising out of a willful or negligent act or omission of
the Vendor, its officers, agents,servants and employees.
32. INDEPENDENT CONTRACTOR: An Agreement with the City shall not be construed as creating.an
employer/employee relationship, a partnership, or a joint venture. The Vendor's services shall be
those of an independent contractor. The Vendor agrees and understands that an Agreement with the
City does not grant any rights or privileges established for employees of the City. The Contractor {
shall not be within protection or coverage of the City's Worker' Compensation insurance, Health
Insurance, Liability Insurance or any other insurance that the City from time to time may have in force r
and effect.
33. INSURANCE: The Vendor shall meet or exceed ALL insurance requirements set forth by the City as
identified in http://roundrocktexas.gov/docs/corr insurance 06.2011.pdf. Any additional insurance
requirements of participating or cooperative parties will be included as subsequent Attachments and x
shall require mandatory compliance.
34. INTERLOCAL COOPERATIVE CONTRACTING (PIGGYBACK): Other governmental entities may be
extended the opportunity to purchase off of the City's Agreements, with the consent and agreement of
the awarded vendor(s) and the City. -Such consent and agreement shall be conclusively inferred from g
lack of exception to this clause in a Respondent's submittal. However, all parties indicate their
understanding and hereby expressly agree that the City is not an agent of, partner to,or representative of
those outside agencies or entities and that the City is not obligated or liable for any-action or debts that
may arise out of such independently-negotiated"piggyback"procurements. `
35. INTERPRETATION: An Agreement is intended by the parties as a final, complete and exclusive
statement of the terms of their agreement. No course of prior dealing between the parties or course
of performance or usage of the trade shall be relevant to supplement or explain any term used in an
Agreement.Although an Agreement may have been substantially drafted by one party, it is the intent
of the parties that all provisions be construed in a manner to be fair to both parties, reading no
provisions more strictly against one party or the other. Whenever a term defined by the Uniform
Commercial Code, as enacted by the State of Texas, is used in an Agreement, the UCC definition
shall control, unless otherwise defined in an Agreement. E
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36. INVOICING:
36.1. The Vendor shall submit separate invoices in duplicate for each purchase order or Agreement.
If partial shipments or deliveries are authorized by the City, a separate invoice shall be sent for
each shipment or delivery made. Vendor shall submit invoices as required per the Agreement
or purchase order to:
City of Round Rock g
ATTN: Accounts Payable z
221 East Main Street
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Round Rock,TX 78664-5299
36.2. Proper invoices shall include a unique invoice number,the purchase order or agreement
reference if applicable, the Department's Name, and the name of the point of contact for
the Department. Invoices shall be itemized and transportation charges, if any, shall be listed
separately. A copy of the bill of lading and the freight waybill, when applicable, shall be
attached to the invoice. The Vendor's name and, if applicable,the tax identification number on
the invoice must exactly match the information in the Vendor's registration with the City. Unless
otherwise instructed in writing, the City may rely on the remittance address specified on the b'
Vendor's invoice.
36.3. Invoices for labor shall include a copy of all time-sheets with trade labor rate and clearly
identified. Invoices shall also include a tabulation of work-hours at the appropriate rates. Time
billed for labor shall be limited to hours actually worked at the work site. ?
36.4. Invoicing for an Agreement containing a phased payment structure shall be submitted and
based on the agreed upon schedule of events and deliverables with all supporting
documentation for review and approval by the City.
37. LABOR: The Vendor shall provide all labor and goods necessary to perform the service. The Vendor
shall employ all personnel for work in accordance with the requirements set forth by the United States
Department of Labor.
38. LIABILITY: A Vendor performing services pursuant to an Agreement or purchase order shall be
liable. for all damages incurred while in performance. of such services. Vendor assumes full
responsibility for the work to be performed hereunder and hereby releases, relinquishes, and
discharges the City, its officers, agents, and employees, from all claims, demands, and causes of
action of every kind and character including the cost of defense thereof, for any injury to, including
death of, any person whether that person be a third person, supplier, or an employee of either of the
parties hereto, and any loss of or damage to property, whether the same be that of either of the
parties, caused by or alleged to be caused by, arising out of or in connection with the issuance of the
Agreement or order to Vendor,whether or not said claims, demands and causes of action in whole or
in part are covered by insurance. The City's insurance requirements apply set forth by the City as
identified in http://roundrocktexas.gov/docs/corr insurance 06.2011.1)df.
39. LIENS: Vendor agrees to and shall indemnify and save harmless the City against any and all liens
and encumbrances for all labor, goods and services which may be provided under the resulting
agreement. At the City's request the Vendor or subcontractors shall provide a proper release of all
liens or satisfactory evidence of freedom from liens shall be delivered to the City.
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40. MATERIAL SAFETY DATA SHEETS: Under the"Hazardous Communication Act", commonly known
as the "Texas Right To Know Act", a Vendor shall provide to the City with each delivery, material
safety data sheets,which are applicable to hazardous substances;defined in the Act.
41. NO CONTINGENT FEES: The Vendor warrants that they have not employed or retained any
company or person other than a bona fide employee working solely for the Vendor to solicit or secure
the agreement, and that they have not paid or agreed to pay any company or person other than a g
bona fide employee working solely for the Vendor any fee, commission, percentage, brokerage fee,
gift or other consideration contingent upon or resulting from the award or making of the agreement. 3
For breach or violation of their warranty, the City will have the right to annul the agreement without
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liability or, in its discretion, to deduct from the agreement, price or consideration, or otherwise recover
the full amount of such fee, commission, percentage, brokerage or contingent fee.
42. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Vendor represents and warrants to
the City that: (i) the Vendor shall provide the City good and indefeasible title to the deliverables and
(ii)the deliverables supplied by the Vendor.in accordance with the specifications in the Agreement will €
not infringe, directly or contributory, any patent, trademark, copyright, trade secret, or any other
intellectual property right of any kind of any third party; that no claims have been made by any person
or entity with*respect to the ownership or operation of the deliverables and the Vendor does not know
of any valid basis for any such claims. The Vendor shall, at its sole expense, defend, indemnify, and
hold the City harmless from and against all liapility, damages, and costs (including court costs and
reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim
that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and
if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of
any third party; or(ii) the Vendor's breach of any of Vendor's representations or warranties stated in
this Agreement. In the event of any such claim, the City shall have the right to monitor such claim or
at its option engage its own separate counsel to act as co-counsel on the City's behalf. Further,
Vendor agrees that the City's specifications regarding the deliverables shall in no way diminish
Vendor's warranties or obligations under this paragraph and the City makes no warranty that the
production, development,or delivery of such deliverables will not impact such warranties of Vendor.
43. NON-APPROPRIATION: The resulting Agreement is'a-commitment of the City's current revenues
only. It is understood and agreed the City shall have the right to terminate the Agreement at the end
of any City.fiscal year if the governing body of the City does not appropriate funds sufficient to
purchase the estimated yearly quantities, as determined by the City's budget for the fiscal year in
question. The City may affect such termination by giving Vendor a written notice of termination at the
end of its then current fiscal year.'
44. OVERCHARGES: Vendor hereby assigns to the purchaser any and all claims for overcharges
associated with this agreement which arise under the antitrust laws of the United States, 15 USGA
Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Bus. and Com.
Code, Section 15.01, et seg.,
45. PROMPT PAYMENT POLICY: Payments will be made in accordance with the Texas Prompt k
Payment Law, Texas Government Code, Subtitle F, Chapter 2251. The City will pay Vendor within
thirty days after the acceptance of the supplies, materials, equipment, or the day on which the
performance of services was completed or the day, on which the City receives a correct invoice for
the supplies, materials, equipment or services,whichever is later. The Vendor may charge a late fee
(fee shall not be greater than that which is permitted by Texas law) for payments not made in
accordance with'this prompt payment policy; however, this policy does not apply to payments made
by the City in the event:
45.1. There is a bona fide dispute between the City and Vendor concerning the supplies, materials,
services or equipment delivered or the services performed that causes the payment to be late;
or
45.2. The terms of a federal agreement, grant, regulation, or statute prevent the City from making a
timely payment with Federal Funds; or
45.3. The is a bona fide dispute between the Vendor and a subcontractor or between a subcontractor
and its suppliers concerning supplies, material, or equipment delivered or the services
performed which caused the payment to be late; or
45.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the
purchase order or agreement or other such contractual agreement.
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46. PLACE AND CONDITION OF WORK: (apply only to a Solicitation to purchase Services to be
performed principally at the City's premises or on public rights-of-way)The City will provide the f
Vendor access to the sites where the Vendor is to-perform the services as required in order for the {'
Vendor to perform in a timely and efficient manner, in accordance with and subject to the applicable
security laws, rules, and regulations. The Vendor acknowledges that it has satisfied itself as to the
nature of the City's service requirements and specifications, the location and essential characteristics '
of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to
perform the services, and any other condition or state of fact which could in any way affect F
performance of the Vendor's obligations under the agreement. The Vendor hereby releases and
holds the City harmless from and against any liability or claim for damages of any kind or nature if the x
actual site or service•conditions differ from expected conditions. z
47. PREPARATION OF RESPONSE COSTS: All costs directly or indirectly related to preparation of a E
response to this solicitation or any oral presentation required to supplement and/or clarify a proposal
which may be required by the City shall be the sole responsibility of the Respondent. i
48. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law,
including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery or at
a reasonable time subsequent to delivery and to reject defective or non-conforming deliverables. If
the City has the right to inspect the Vendor's, or the Vendor's Subcontractor's, facilities, or the
deliverables at the Vendor's, or the Vendor's Subcontractor's, premises, the Vendor shall furnish, or i
cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to
facilitate such inspection.
49. RIGHT TO AUDIT:
49.1.'The Vendor agrees that.the representatives of the Office of the City Auditor or other authorized
representatives of the City shall have access to, and the rights to audit, examine, or reproduce,
any and all records of the Vendor related to the performance under this Agreement. The
Vendor shall retain all such records for a period of three (3) years after final payment on this
Agreement or until all audit and litigation matters that the City has brought to the attention of the
Vendor are resolved, whichever is longer. The Vendor agrees to refund to -the City any
overpayments disclosed by any such audit.
49.2. The Vendor shall include section 49.1 above in'all subcontractor agreements entered into in
connection with this Agreement.
50. SERVICE: Vendor shall have service and maintenance available to the City and shall be able.to
respond to a request for service as specified. €`
50.1. Cdnsistent failure by the vendor to respond to service calls within the allowed response time
may place the vendor in default and subject to cancellation of the purchase order and, or z
agreement. Consistent failure is defined as not responding within the allowed response time at
any or all locations on two(2)out of three(3)consecutive occurrences.
50.2. Service technicians shall be fully qualified to work on the listed equipment and employed by the t
vendor on the effective date of the agreement. Vendor shall be able to verify that service
personnel have had training with a minimum of one year of"hands on" experience working on
the listed equipment.
51. SHIPMENT UNDER RESERVATION PROHIBITED: The Vendor is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables.
52. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Vendor s
is observed performing in a manner that is in violation of Federal; State, or local guidelines, or in a
manner that is determined by the City to*be unsafe to either life or property. Upon notification, the
Vendor shall cease all work until notified by the City that the violation or unsafe condition has been
corrected. The Vendor shall be liable for all costs incurred by the City as a result of the issuance of
such Stop Work Notice.
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53. SUBCONTRACTORS:
The Vendor shall be fully responsible to the City for all acts and omissions of the Subcontractors just
as the Vendor is responsible for the Vendor's own acts and omissions. The Vendor shall:
53.1. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Agreement; G
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53.2. require that all Subcontractors obtain and maintain, throughout the term of their agreement,
primary insurance in the type and amounts specified for the Vendor, with the City being named
as an additional insured; and
531. require that the Subcontractor indemnify and hold the City harmless to the same extent as the
Contractor is required to indemnify the City.
54. SURVIVABILITY .OF OBLIGATIONS: All provisions of the Agreement that impose continuing
obligations on the parties, ,including but not limited to the warranty, indemnity, and confidentiality
obligations of the parties, shall survive the expiration or termination of the Agreement.
55. TAX EXEMPTION: The City of Round Rock is exempt from all federal excise, state and local taxes
unless otherwise stated in this document. The City claims exemption from all sales and/or use taxes
under Texas Tax Code§151.309, as.amended. Texas Limited Sales Tax Exemption Certificates will
be furnished upon request. Vendors shall not charge for said taxes. If billed, City will not remit {
payment until invoice is corrected.
56. TERMINATION FOR CAUSE: In the event of a default by the Vendor,the City shall have the right to
terminate the Agreement for cause, by written notice effective ten (10) calendar days, unless
otherwise specified, after the date of such notice, unless the Vendor, within such ten (10) day period,
cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that
such default does not, in fact, exist. In addition to any other remedy available under law or in equity,
the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the
City as a result of the Vendor's default, including, without limitation, solicitation cost, reasonable
attorneys'fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate.
Additionally, in the event of a default by the Vendor, the City may remove the Vendor from the City's
vendor list for three (3) years and any Offer submitted by the Vendor may be disqualified for up to
three(3)years. All rights and remedies under the Agreement are cumulative and are not exclusive of
any other right or remedy provided by law.
4
57. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Agreement, in
whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon
receipt of a notice of termination, the Vendor shall promptly cease all further work pursuant to the
Agreement, with such exceptions, if any, specified in the notice of termination. The City shall pay the
Vendor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all
goods delivered and services performed and obligations incurred prior to the date of termination in
accordance with the terms.
58. TITLE& RISK OF LOSS:•Title to and risk of loss of the deliverables shall pass to the City only when
the City actually receives and accepts the deliverables(no delivery no sale).
59. VENDOR'S OBLIGATIONS: The Vendor shall fully and timely provide all deliverables described in
the Solicitation or Purchase Order and in the Vendor's response in strict accordance with the terms,
covenants, and conditions of the Agreement and all applicable Federal, State, and local laws, rules,
and regulations.
60. VENUE: Both the City and the Vendor agree that venue for any litigation arising from a resulting
agreement shall lie in Williamson County.
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61. WARRANTY-PRICE: The agreement price shall be firm for the duration of the agreement or
extension periods. No separate line item charges shall be permitted for either response or invoice
purposes, which shall include equipment rental, demurrage, fuel surcharges, delivery charges, and i
cost associated with obtaining permits or any other extraneous charges. Vendor further certifies that
the prices in the Offer have been arrived at independently without consultation, communication, or
agreement for-the purpose of restricting competition, as to any matter relating to such fees with any
other firm-or with any competitor.
62. WARRANTY: The goods specified shall be warranted against defects in material and workmanship
for a period of not less than twelve (12)' months beginning with the date of acceptance. If the
manufacturer's standard warranty exceeds twelve (12) months, then the manufacturer's standard
warranty shall be in effect. The successful bidder shall furnish a copy of the manufacturer's warranty
at time of delivery.
63. WORKFORCE: (apply only to a Solicitation to purchase Services to be performed principally
at the City's premises or on public rights-of-way)
63.1. The Vendor shall employ only orderly and competent workers, skilled in the performance of the
services which they shall perform under the Agreement.
63.2. The Vendor, its employees, subcontractors, and subcontractor's employees while engaged in
participating in an Agreement or Purchase Order or while in the course-and scope of delivering €
goods or services under a City agreement may not:
63.2.1. use or possess a firearm, including a concealed handgun that is licensed under state
law, except as required by the terms of the agreement; or
63.2.2. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or
controlled substances, on the job.
63.3. If the City or the City's representative -notifies the Vendor that any worker proves to be
disorderly, disobedient or incompetent, has knowingly or repeatedly violated safety regulations,
has possessed any firearms, or has possessed or was under the influence of alcohol or
controlled substances on the job, the Vendor shall immediately remove such worker from
Agreement services, and may not employ such worker again on Agreement services without 3
the City's prior written consent. i
`s.
E:
PAGE 11 OF 11
`SUPERCEDES PREVIOUS,DATED OCTOBER 2010
• Y
On-Site Schedule of Consultants
consultant: Dick Waters Carson Block Melissa Aguillon Patricia Hernandez Brad Waters total consultant
phase site visit GSA days GSA days GSA days GSA days GSA days GSA days
Phase I 1 5 4 3 3 3 18
2 2 2 2 6
Phase 11 3 1.5 1.5 3
4 2 2 2 2 8
4 10.5 8 5 3 8.5 35
GSA allows 1/2 of expense, e.g. lodging, for the first and last day on site. For example, D.Waters'five-day site visit 1 is comprised
of four full days and two half days (1/2 +4+1/2=5).
Consultant Travel Expenses
phase site visit airfare mileage lodging per diem totals
Phase I 1 $532.00 $596.07 $1,315.60 $918.00 $3,361.67
2 $270.005 $284.16 s $303.607 $306.00 B $1,163.76 E—
Phase H 3 228.66 $202.40 $153.00 $584.06 0�
4 $270.005 $284.16 s $404.8012 $408.0013 $1,366.96 Z =
TOTALS $1,072.00 $1,393.05 $2,226.40 $11785.00 $6,476.45 W
Footnotes:
1 Round trip for Carson.Block Denver/Austin/Denver& Patricia Hernandez El Paso/Austin/EI Paso.
2 Round trip for D.Waters&B.Waters Dallas/Round Rock/Dallas, M.Aguillon San Antonio/Round Rock/San Antonio, & Carson Block Fort
Collins/Denver International Airport/Fort Collins.
3 13 room nights at$88.00 per night, plus local tax at 15%.
4 13 days at$51.00 per day, plus 101/2 days at$25.50.
5 Round trip for Carson Block Denver/Austin/Denver.
B Round trip for D.Waters&B.Waters Dallas/Round Rock/Dallas&Carson Block Fort Collins/Denver International Airport/Fort Collins.
8 3 room nights at$88.00 per night, plus local tax at 15%.
e 3 days at$51.00, plus 6 1/2 days at$25.50.
9 Round trip D.Waters&B.Waters Dallas/Round Rock/Dallas.
10 2 room nights at$88.00 per night, plus local tax at 15%.
11 2 days at$51.00, plus 21/2 days at$25.50.
12 4 room nights at$88.00 per night, plus local tax at 15%..
13 4 days at$51.00, plus 8 1/2 days at$25.50.
revised:Tab 9:Cost Proposal Proposalfor Library Services Strategic Master Plan
I • Round Rock Public Library
•••e 28dGodfrey's Associates, Inc.