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CM-2015-976 - 11/6/2015CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES FOR THE INSTALLATION AND IMPLEMENTATION OF AN INTEGRATED LIBRARY SOFTWARE SYSTEM WITH BYWATER SOLUTIONS LLC THE STATE OF TEXAS THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON This AGREEMENT for professional consulting services related to the installation and implementation of Koha Integrated Library System ("Koha") (the "Agreement') is made by and between the CITY OF ROUND ROCK, a Texas home -rule municipal corporation with offices located at 221 East Main Street, Round Rock, Texas 78664-5299, (the "City") and BYWATER SOLUTIONS LLC, located at P.O. Box 1346, Santa Barbara, CA 93102 (the "Consultant'). RECITALS: WHEREAS, City has determined that there is a need for the delineated services; and WHEREAS, City desires to contract for such professional services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; 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: 1.1 EFFECTIVE DATE, DURATION, AND TERM This Agreement shall be effective on the date this Agreement has been signed by each 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 twelve (12) months from the date of execution. City reserves the right to review the Agreement at any time, and may elect to terminate the Agreement with or without cause or may elect to continue. 1.2 CONTRACT AMOUNT In consideration for the professional consulting services to be performed by Consultant pursuant to the Scope of Services (Exhibit "A"), City agrees to pay Consultant a total sum not to exceed Thirty -Five Thousand Six Hundred and No/100 Dollars ($35,600.00) pursuant to the Fee Schedule (Exhibit `B"), in payment for services as delineated in Exhibit "A" and herein in Section 1.03. 1.3 SCOPE OF WORK For purposes of this Agreement, Consultant has issued a Scope of Work for the assignments delineated herein, and such Scope of Work is attached as Exhibit "A" and incorporated herein for all purposes. This Agreement, including all exhibits, shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. Consultant shall satisfactorily provide all services and deliverables described under the referenced Scope of Work within the contract term specified in Section 1.01. Consultant's undertakings shall be limited to performing services for the City and/or advising the City concerning those matters on which Consultant has been specifically engaged. Consultant shall perform its services in accordance with this Agreement and in accordance with the referenced Scope of Work. Consultant shall perform its services in accordance with the standard of care identified herein. Consultant shall not undertake work that is beyond the Scope of Work set forth in Exhibit "A" and in this Section 1.03. However, either party may make written requests for changes to the Scope of Work. To be effective, a change to the Scope of Work must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described in Section 1.05 hereof. 1.4 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES Not -to -Exceed Total Payment for Services: Unless subsequently changed by Supplemental Agreement, Consultant's total compensation for consulting services hereunder shall not exceed Thirty -Five Thousand Six Hundred and No/100 Dollars ($35,600.00) as set forth in Exhibit `B," Fee Schedule," and incorporated herein for all purposes. This amount represents the absolute limit of the City's liability to Consultant hereunder for payment for performance of Services unless same shall be changed by Supplemental Agreement, and the City shall pay, strictly within the not -to -exceed sum recited herein, Consultant's professional fees for work done on behalf of the City. This amount includes all reimbursable expenses, including travel costs and shall be paid as follows: Installation/Data Migration and Delivery of Acquisitions Module: $19,000 payment invoiced on March 1, 2016. Annual support fee: $13,000.00 will be paid commencing with successful go -live. 0) Onsite Training: $3,600.00 for the first 3 days (24 hours) payment invoiced on March 1, 2016. The term "successful go -live" shall mean that the applications to be implemented must function as proposed by Bywater in this Agreement and as set forth in Exhibits "A." Payment for Reimbursable Expenses: There shall be no payments for reimbursable expenses included in this Agreement. Deductions: No deductions shall be made for 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 project claims, whether paid by the City or denied. 1.5 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council or by the City Manager, if the 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. 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 the 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 Agreement. 1.6 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the City, in accordance with the delineation contained herein, for services rendered. Such invoices for professional services shall track the referenced Scope of Work, and shall detail the services performed, along with documentation for each service performed. Payment to Consultant shall be made on the basis of the invoices submitted by Consultant and approved by the City. Such invoices shall conform to the schedule of services and costs in connection therewith. Should additional backup material be requested by the City relative to service deliverables, Consultant shall comply promptly. In this regard, should the City determine it necessary, Consultant shall make all records and books relating to this Agreement available to the City for inspection and auditing purposes. Payment of Invoices: The 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 an invoice, the City shall endeavor to pay 3 Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 1.09 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 the City or because of amounts which the City has a right to withhold under this Agreement or state law. The 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. 1.7 LIMITATION TO SCOPE OF WORK Consultant and the City agree that the scope of services to be performed is enumerated in Exhibit "A" and in Section 1.03 herein, and may not be changed without the express written agreement of the parties. Notwithstanding anything herein to the contrary, the parties agree that the City retains absolute discretion and authority for all funding decisions, such to be based solely on criteria accepted by the City which may be influenced by but not be dependent on Consultant's work. 1.8 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the City's current revenues only. It is understood and agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the services as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving Consultant a written notice of termination at the end of its then - current fiscal year. 1.9 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the City to Consultant will be made within thirty (30) days of the date the City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the 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 Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (a) There is a bona fide dispute between the City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause 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 (c) The terms of a federal contract, grant, regulation, or statute prevent the City 4 from making a timely payment with federal funds; or (d) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 1.10 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the City, upon 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 the 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 be promptly delivered to the City in a reasonably organized form without restriction on future use. Should the 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 the 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 the City to pay for any work which is not performed in compliance with the terms 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 the City shall give consideration to the actual costs incurred by Consultant in performing the work to the date of default. The cost of the work that is useable to the City, the cost to the City of employing another firm to complete the useable work, and other factors will affect the value to the 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 liabilities which occurred prior to termination. R Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement. 1.11 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the City's employee. Consultant's employees or subcontractors are not the City's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the City agree to the following rights consistent with an independent contractor relationship: (1) Consultant has the right to perform services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner and method by which it performs its services required by this Agreement. (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the City shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees or subcontractors shall receive training from the City in skills necessary to perform services required by this Agreement. (6) City shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) 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 the City. 1.12 NON -SOLICITATION Except as may be otherwise agreed in writing, during the term of this Agreement and for twelve (12) months thereafter, neither the City nor Consultant shall offer employment to 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. 0 1.13 CITY'S RESPONSIBILITIES The City shall provide full information regarding project requirements. The 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. The City shall require its employees and any third parties who are otherwise assisting, advising or representing the City to cooperate on a timely basis with Consultant in the provision of its services. Consultant may rely upon written information provided by the City and its employees and agents as accurate and complete. Consultant may rely upon any written directives provided by the City or its designated representative concerning provision of services as accurate and complete. 1.14 CONFIDENTIALITY; AND MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the 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 an 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; however, with respect to any pre-existing software or routines that are included as or incorporated into a deliverable, the confidentiality obligations shall continue for so long as the Consultant or its assigns continue to utilize the software or routines. The parties recognize and understand that the City is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to the 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, know-how, and any other information which reasonably should be understood to be confidential to Consultant is confidential infonnation of Consultant. The 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 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. 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 7 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. 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 from 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 but in no event less than reasonable care. Notwithstanding anything to the contrary in this Agreement, the City will own as its sole property all written materials created, developed, gathered, or originally prepared expressly for the City and delivered to the City under the terms of this Agreement; and Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software or routines, 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. Concepts, logos and straplines not selected by the City remain the intellectual property of Consultant. Stock photography used for the demonstration of creative concepts is not to be reproduced or published in any way without first negotiating usage rights with the appropriate stock image provider. The pursuit of an official, legally -binding trademark is the responsibility of the City. 1.15 WARRANTIES Consultant shall provide the services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally accepted standards in Consultant's industry. Consultant disclaims all other warranties, expressed or implied. Consultant does not in any way warrant that Koha will operate without interruption or be error free. Consultant shall have no liability for damages resulting from: hosting inoperability, interruption due to product or delivered software malfunction (provided that regular daily backups are conducted by Consultant), loss of profits, goodwill, damage or loss of data, or any other indirect, special or consequential damages suffered by City. Consultant will in good faith and using its best reasonable effort work to resolve any such issues. 8 1.16 INDEMNIFICATION Consultant agrees to hold harmless and indemnify City, its officers, directors, and employees, from and against suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims, including but not limited to reasonable expenses of litigation, court costs, reasonable defense attorneys' fees and other associated costs and fees to the extent caused by the negligence or willful misconduct of the Consultant as determined by the Court. To the extent allowable by law, City agrees to hold harmless and indemnify Consultant, its officers, directors, and employees, from and against suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims, including but not limited to reasonable expenses of litigation, court costs, reasonable defense attorneys' fees and all other costs and fees to the extent caused by the negligence or willful misconduct of the City as determined by the court. 1.17 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 may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, which approval shall not be unreasonably withheld. 1.18 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. The City will not do the following: (1) Withhold FICA from Consultant's payments or make FICA payments on its behalf; (2) Make state and/or federal unemployment compensation contributions on Consultant's behalf; or (3) Withhold state or federal income tax from any of Consultant's payments. If requested, the City shall provide Consultant with a certificate from the Texas State Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 1.19 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES 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 further obtain all business 9 and professional permits, licenses, required of Consultant to legally render the services contracted for herein. Consultant is not required to provide or obtain any software licenses on behalf of the City. 1.20 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 hereunder. 1.21 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Michelle Cervantes Library Director City of Round Rock 216 East Main Street Round Rock, TX 78664 (512) 218-7010 Consultant hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Brendan Gallagher, CEO Bywater Solutions LLC Santa Barbara, CA 93102 1.22 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) When delivered personally to recipient's address as stated herein; or (2) Three (3) days after being deposited in certified or registered United States mail, return receipt requested, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Consultant: ByWater Solutions LLC P.O. Box 1346 Santa Barbara, CA 93102 10 Notice to City: City Manager, City of Round Rock 221 East Main Street Round Rock, TX 78664 AND TO: Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and Consultant. 1.23 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of Texas. 1.24 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 1.25 DISPUTE RESOLUTION If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator, the City shall select one mediator and Consultant shall select one mediator and those 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. The 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 proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 1.26 ATTORNEYS FEES In the event that any lawsuit is brought by one party against any of the other parties in connection with this Agreement, the prevailing party shall be entitled to seek to recover its reasonable costs and reasonable attorney fees in proportion to the judgment. 1.27 FORCE MAJEURE Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Consultant shall not be deemed to be in default of its obligations to the City if its failure to perform or its substantial delay in performance is due to the City's failure to timely provide requested information, data, documentation, or other material necessary for Consultant to perform its obligations hereunder. 1.28 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of 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 of provision held to be void. The parties further agree to amend this Agreement 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 Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 1.29 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 accordance with that standard of care ordinarily exercised by members of the same profession. 12 1.30 GENERAL AND MISCELLANEOUS The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. 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. This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. The City agrees to provide Consultant with one fully executed original. [Signatures appear on the following page.] 13 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock, Texas ByWater Solutions LLC Printed Name: Printed Name: a a Title: latch. Title: W tif^ C ft Date Signed: /I Date Signed: IO zz For City, Attest: Sara L. White, City Clerk For Ci A roved as to F rm: By. Step L. Sheets, City Attorney 14 Bywater SOLUTIONS EXHIBIT "A" SCOPE OF SERVICES DESCRIPTION OF SERVICES: ByWater will provide the Client the following services (collectively, the "Services"): (a) Installation and Implementation of Koha Integrated Library System (''Koha"), including migration of no more than 250,000 Bibliographic Records to Koha. (1) Data extraction from current legacy system is the responsibility of the Client. (2) Implementation will also include the application of the acquisitions ordering and invoicing functionality patch onto the Client's system [the "Acquisitions Module"]. The Acquisitions Module is defined as the functionality that allows the library to record orders placed with vendors and to manage budgets for purchasing; for creating, placing and tracking orders with Electronic Data Interchange standard; for managing the budget and confirming receipt of materials. (3) The Acquisitions Module is expected to be ready and delivered to Client in a test environment [hereinafter referred to as the "Test Environment, including the Acquisitions Module,"] by March 1, 2016. (4) Testing of initial migration is the responsibility of the Client (b) Terms regarding technical support for the Client are as follows: (1) Support will be available 24 hours. Support calls during hours in which the Client's facility is closed will be addressed by level of importance; i.e. system failure dictates immediate response time, training questions will be addressed within 24 hours. (2) The support package will also cover software updates and Koha enhancements that may be applicable to the Client. (c) Hosting for the Client's data will be located in a remote cloud, and service providers may change at any time, at the sole discretion of ByWater. ByWater will not be responsible for force majeure events including natural disasters and communication line failures that may cause data interruption. (d) Training is required and will be provided for a minimum of three (3) days. Additional training will be provided upon request of Client. Clients not previously using Koha as the library's primary ILS must receive training. Attachment A: Functionality Requirements The following functionality will be available upon go live unless otherwise specified on this attachment: Cataloging: Professional Cataloging Interface. Acquisitions: Edifact ordering and batch receiving. Standing order processing. OPAC: Availability of checkboxes for faceted search results in public catalog. Third Party Interfaces: Comprise Technologies Bywater will configure Koha to work with Comprise Technologies. TechLogic Bywater will configure Koha to work with Client's TechLogic Self Checkout and RFID Machines Envision Ware ByWater will configure Koha to work with Client's EnvisionWare public computer and print management software Overdrive and RecordedBooks. Client will have the ability to search the digital collection, see availability and review both the digital and print collections on the same search results page for Overdrive by April 2016. Once completed, functionality will also include the ability to check in and out materials from Overdrive within the Koha interface. Recorded Books integration has been funded and has an estimated completion date of Summer 2016. Results from Recorded Books will be searchable prior to completion of this development, however checkin and checkout functionality will be completed on the vendor's website. Once completed, functionality will also include the ability to check in and out materials from these providers within the Koha interface. Single Sign On ByWater will configure single sign on systems provided by the client as part of the implementation and ongoing support of Koha. ENUIBIT "B" FECHED Water tiv 0 L U T I ON S Kona Implementation and Support am FREE LIBRARY SYSTEM http://bywatersolutions.com Headquarters: Santa Barbara, CA East Coast Office: Redding, CT Phone/Fax: 888-900-8944 salesna bywatersolutions com Data Migration and Koha lmpiementation: Skilled manipulation of library data is the key to a successful migration. Because it is the most important representation of a library's collection, we take the time to proficiently manage your data prior to your go live. Our Installation and Migration fee includes: • Creation of test system for training and testi • Installation and customization • Administrative configuration • OPAC customization • Import of patron data, fines and fees • Assistance with the import/configuration of authority records • External device setup such as those using SIP2 and LDAP connections Customized On -Site Staff Training: ByWater Solutions is equipped with professional librarians t on staff dedicated to the expert training and implementation of Koha. We provide multiple formats for different learning styles including on-site, hands-on, classroom style learning, on-line presentations and demonstrations using web based training applications. We so have a full database of user documents and training erials that will all be at your disposal. Complete Koha Install, 4-6 Months for Data Migration and $19,000.00 Completion OPAC Customization Unlimited Support and Annual Hosting 24 Hour Support $13,000.00 a n d Per Year Triple Redundancy Nightly Backups On-site Training $3,600.00 3 Days of Onsite Training Total Year One Cost = $35,600.00 Total Year Two Cost = $$^13,,000.00 City of Round Rock ROUND ROCK TEXAS Agenda Item Summary Agenda Number: Title: Consider executing a Professional Consulting Services Agreement with ByWater Solutions, LLC for services related to the installation and implementation of Koha Integrated Library System. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 11/6/2015 Dept Director: Heath Douglas Cost: Indexes: Attachments: LAF, Contract Agreement Department: Information Technology Text of Legislative File CM -2015-976 Consider executing a Professional Consulting Services Agreement with ByWater Solutions, LLC for services related to the installation and implementation of Koha Integrated Library System. This is a 12 -month agreement with Bywater Solutions LLC to provide professional consulting services related to the installation and implementation of the Koha Integrated Library System. The service will be delivered as a Software as a Service (SAAS) product in which Bywater Solutions provides the hosting, support, and maintenance of the Koha ILS product. Request for informal quotations for implementation of a new ILS system were sent out to six vendors. Four of the six vendors provided responses. ByWater Solutions, LLC was selected by library staff as the recommended provider. The Koha ILS system is an open -source solution in which third party implementers, sponsoring libraries, and the Koha community at large develop and maintain the ILS product. The open source delivery of the software solution coupled with a vibrant community of users and developers offers flexibility in how the product can be implemented and customized to fit each organization's needs. The City of Round Rock will leverage Bywater Solutions' expertise in implementing, supporting, and customizing the open -source Koha ILS system to meet the specific needs of the City of Round Rock's library system. The initial go -live functionality that will be provided by the Koha ILS system will include the following: • Cataloging: Professional Cataloging Interface for library staff to maintain bibliographic records and create spine and barcode labels • Public Catalog: Fully responsive, mobile friendly view of the library catalog for the public to checkout catalog items, make purchase suggestions, register for a library card, receive library notifications/ communication, and view account history • Acquisitions: Manage budget, vendors, and place inventory orders • Patrons: Manage patron records with search, batch processing, reporting, and rules • Reporting: Complete access to all data stored in Koha with canned and custom reporting City of Round Rock Page 1 Printed on 11/5/2015 Agenda Item Summary Continued (CM -2015-978) capabilities • Single Sign On: Koha will be implemented with Single Sign On to enable staff to authenticate into the Koha system using their computer credentials • Integration with Third Party Interfaces o Koha will be configured with Comprise Technologies to provide Point of Sale (POS) functionality that includes online payments of fines and fees, and POS terminals run by staff o Koha will be configured with TechLogic to provide self -checkout and RFID machines o Koha will be configured with EnvisionWare to provide public computer rental and print management software o Koha will be configured with Overdrive and Recorded Books to include digital offerings as part of search results within the catalog. Patrons will also be able to check in/out digital materials from within the Koha interface The total cost for these professional services will be $35,600 paid for out of the Technology Fund and will include installation/ implementation, data migration, the first-year annual support fee, and three days of onsite training. Upon successful go -live of the Koha ILS system, an annual support/hosting fee of $13,000 will be paid to ByWater Solutions LLC funded out of the Information Technology software maintenance line item. The current annual maintenance fee for the city's Horizon ILS system is $22,350 and does not include hosting services. Staff Recommends Approval City of Round Rock Page 2 Printed on 11/5/2015