CM-2016-1155 - 8/9/2016SUPPLEMENTAL AGREEMENT NO. 1
TO "CITY OF ROUND ROCK AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES FOR
THE INSTALLATION AND IMPLEMENTATION OF AN
INTEGRATED LIBRARY SOFTWARE SYSTEM WITH
BYWATER SOLUTIONS, LLC"
CITY OF ROUND ROCK §
STATE OF TEXAS §
COUNTY OF TRAVIS §
COUNTY OF WILLIAMSON §
KNOW ALL BY THESE PRESENTS:
THIS SUPPLEMENTAL AGREEMENT NO. 1 to "City of Round Rock Agreement for
Professional Consulting Services Agreement for the Installation and Implementation of an
Integrated Library Software System with ByWater Solutions, LLC," hereinafter called
"Supplemental Agreement No. l," is made by and between the City of Round Rock, Texas, a
home -rule municipality, hereinafter called the "City" and ByWater Solutions, LLC, hereinafter
called the "Consultant."
WHEREAS, the City and Consultant executed the referenced "City of Round Rock
Agreement for Professional Consulting Services for the Installation and Implementation of an
Integrated Library Software System," hereinafter called the "Agreement," in October of 2015;
and
WHEREAS, City has determined that there is a need for additional installation and
implementation services in addition to those described in Exhibit "A" ("Scope of Services") of
the Agreement between the parties; and
WHEREAS, City desires to contract for such additional professional services through this
Supplemental Agreement No. 1; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder; and
WHEREAS, it is necessary to amend the Term, Contract Amount, Scope of Services,
and Fee Schedule of the original Agreement;
NOW THEREFORE, in consideration of the mutual promises and obligations in the
Agreement and this Supplemental Agreement No. 1, the City and Consultant agree that said
Agreement is amended and supplemented as follows:
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Section 1.1 of the Agreement is hereby amended to read 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 termination or extended as provided herein.
The term of the Agreement shall be for twelve (12) twenty-four (24) 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.
Section 1.2 of the Agreement is hereby amended to read as follows:
1.2 CONTRACT AMOUNT
A. Not -To -Exceed Amount: In consideration for the professional consulting
services to be performed by Consultant pursuant to the Scope of Services (Exhibit "A") and the
Supplemental Scope of Services (Exhibit "A-1") attached to this Supplemental Agreement, City
agrees to pay Consultant a total sum not to exceed ThiFty Five Thousand Six Hundred and
No/100 Dollars ($35,600.00) Sixty -Four Thousand One Hundred and No/100 Dollars
($64,100.00) pursuant to the Fee Schedule (Exhibit `B") and the Supplemental Scope of Services
(Exhibit "A-1") attached to this Supplemental Agreement.
B. Additional Services: The parries may agree to additional professional consulting
services related to the integrated library software system that are not set forth in Exhibit "A" or
Exhibit "A-1" of the Agreement during the term of the Agreement. The parties expressly agree
that any additional services requested by and agreed upon by Consultant shall not exceed
Thirty Thousand and No/100 Dollars ($30,000.00), and such amount is not included in the not -
to -exceed fee set forth in Paragraph A above. Any additional services in an amount exceeding
$30,000.00 shall be performed under a new supplemental agreement.
Section 1.3 of the Agreement is hereby amended to read as follows:
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
supplemented by Exhibit "A-1" 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
Exhibits "A" and "A-1" and in this Section 1.03. However, either parry 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.
Section 1.5 of the Agreement is hereby amended to read as follows:
1.4 PAYMENT FOR SERVICES; REB BURSABLE 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 ($35,600.00Slx -
Four Thousand One Hundred and No/100 Dollars ($64,100.00) as set forth in Exhibits "B,"
Fee Schedule, and "A-1," Supplemental Scope of Services, 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: $19,000.00
payment invoiced on March 1, 2016.
Annual support fee: $13,000.00 will be paid commencing with successful go -live.
Onsite Training: $3.600.00 for the first 3 days (24 hours) payment invoiced on
March 1, 2016.
Payments for Development set forth in Exhibit "A-1": Fifty percent 50%)
payment to be paid prior to start of developments and the remaining fifty percent
(50%) to be paid upon acceptance of each development as set forth in Exhibit "A-
1."
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 Exhibit "A."
Additional Services: Additional Services not included in the Scope of Services may be
performed a set forth in Section 1.2(B).
3
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.
In
This Supplemental Agreement No. 1 shall amend the original Agreement only as set forth
herein with no other changes in terms or conditions of the original Agreement. AnY
inconsistencies or conflicts in the contract documents shall be resolved by giving_ preference to
the terms and conditions set forth in pages one (1) through thirteen (13) of the orijainal
Agreement and pages one 1 through four (4) of this Supplemental Agreement No. 1.
IN WITNESS WHEREOF, the City and Consultant have executed this Supplemental
Agreement to be effective as of the last date of due execution by both parties.
CITY OF ROUND ROCK, TEXAS BYWATER SOLUTION
By:�(,�i2 b By:
Printed Name; /-,4 Printed Name: Nathan urulla
Title: Le
Date Signed:
ATTEST:
By: Qw,/- - O&M
Sara L. White, City Clerk
FOR CITY, 4PRROVED AS TO
Steph211MMMJ
rd
Title: Owner/CRO
Date Signed: 7/21/16
EXHIBIT "A-1"
SUPPLEMENTAL
ByWategrOPE OF SERVICES
WOW,SOLUTIONS
CONTRACT FOR SERVICES
This Contract for Services (this "Contract") is made effective as of 6/25/2016, by
and between Round Rock Public Library of Round Rock TX ("Client"), and Bywater Solutions
LLC, of Santa Barbara, California 93102 ("ByWater").
1. TERM. This Contract shall be effective until completion of the Services as described in
paragraph two (2) "Description of Services".
2. DESCRIPTION OF SERVICES. ByWater will provide the Client the following services
(collectively, the "Services"):
33139. Development: Shelving location update for items on display
1. Work to be done:
a) Build upon Bug 14576 - Allow arbitrary automatic update of location on
checkin
b) Extend the enhancement in Bug 14576 to allow Koha to update locations not
only based on static codes, but from item fields ( specifically,
items. permananet location )
33154. Development: Automatically update patrons from new to regular
1. Work to be done:
a) Create a script to run on a regular basis that updates patrons from one category
to another
b) checks fine amount
c) checks registration date
d) checks patron fields for specific value
33295. Development: OPAC filter by age on Elastic
1. Work to be done:
a) Add a button to save a given search.
b) Add a table and administrative area to add searches manually, allowing the
description and "Display in OPACT' to be saved and edited.
c) Add these saved searches to the advanced search and results pages in the
OPAC and staff side.
34591. Development: Offer `Add' option on MARC Modification Templates
1. Work to be done:
a) Add new operation "Add" ( or maybe "Create" ) to the list of possible
operations
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b) Add new subroutine add—field (or create_field) to Koha::SimpleMarc
c) Modify C4::MarcModificationTemplates to call the new subroutine when the
new option is used.
34441. Development: Easy input of special characters to advanced cataloging
1. Work to be done:
a) Add a dialog, accessible by keyboard shortcut, that shows a variety of special
characters that can then be entered by clicking or choosing a keyboard
shortcut.
b) These characters should include, at a minimum, Spanish language characters
and the copyright/published symbols.
34446. Development: Check out already checked out items without staff intervention
1. Work to be done:
a) Add new system preference AutoRetumCheckedOutItemForNewCheckout
( or something more terse )
b) Add new system preference
AutoReturnCheckedOutltemForNewCheckoutForgiveFine
c) Modify circulation.pl to accept these new parameters and report what
happened instead of prompting for confirmation
35447. Development: Add collection and language facets to results
1. Work to be done:
a) Add to Elastic search collection code facet to limit results using CCODE
values
b) Add to Elastic search language facet to limit results based on the material
language
35601. Development: Enable "today's date" macro for advanced cataloging
1. Work to be done:
a) Add macro syntax to enter today's date
34444. Development: OPAC browse interface, built on Elastic
1. Work to be done:
a) Finish OPAC browser development (Bug 14567), fixing any errors.
b) Make staff browsing interface, with title, subject and author browsing
34479. Development: Add keyboard shortcuts to advanced cataloging
1. Work to be done:
a) Ctrl -R: Repeat or duplicate afield
b) Ctrl -C : cut command (to be used with paste - Ctrl -V)
34696. Development: Customize XSLT Display
EXHIBIT "A-1"
SUPPLEMENTAL
SCOPE OF SERVICES
1. Work to be done:
a) Edit XSLT to display series
b) Edit XSLT to display only 1XX author
34440. Development: Batch load to create list
1. Work to be done:
a) Add new button 'Batch import" to shelves.pl
b) This new button will take you too a new batch record importer with the same
layout as batchMod.pl
a) with the exception for "Use default values" which would
not mean anything in a List context
c) The form will accept a file or text area of barcodes or itemnumbers,
submitting the form will add those items to the last
d) Duplicate records already in the list will be ignored
35250. Development: Show title subfields on acquisitions search results
1. Work to be done:
a) Bring Keyword to MARC mapping in to acquisitions search results
b) This will work like svc/checkouts which shows anything mapped to subtitle
on the table
3. PAYMENT FOR SERVICES. In exchange for the Services the Client will pay ByWater
according to the following schedule:
33139. Development: Shelving location update for items on display, $2,000.00
33154. Development: Automatically update patrons from new to regular, $2,000.00
33295. Development: OPAC filter by age on Elastic, $3,000.00
34591. Development: Offer `Add' option on MARC Modification Templates,
$2,000.00
34441. Development: Easy input of special characters to advanced cataloging,
$3.000.00
34446. Development: Check out already checked out items without staff intervention,
$2.000.00
35447. Development: Add collection and language facets to results, $4,000.00
35601. Development: Enable "today's date" macro for advanced cataloging,
$1,000.00
34444. Development: OPAC browse interface, built on Elastic, $4,000.00
34479. Development: Add keyboard shortcuts to advanced cataloging, $1,000.00
34696. Development: Customize XSLT Display, $160.00
34440. Development: Batch load to create list, $2,500.00
EXHIBIT "A-1"
SUPPLEMENTAL
SCOPE OF SERVICES
35250. Development: Show title subfields on acquisitions search results, $1,000.00
50% payment due prior to start of developments, 50% due upon acceptance of each
development by Client.
Additional needs outside the specifications defined in paragraph two (2) may incur charges
outside the scope of this agreement. Significant changes to the code to meet the needs of the
Koha Community may also incur additional charges. Any such changes or charges will be
clearly communicated to the Client prior to start of work outside the scope of this contract.
4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions,
patents, products, or other information (collectively the "Work Product") developed in whole or
in part by Bywater solely in connection with the Services will be the exclusive property of the
Client. Upon request, Bywater will execute all documents necessary to confirm or perfect the
exclusive ownership of the Client to the Work Product.
All such Work Product developed on behalf of the Client will be made available under the terms
of the open source license in effect for Koha at the time the code is written (currently GPL v3). A
copy of the code will be given to the library even though the code may be hosted. A good faith
effort will be made by Bywater at the development stage, to submit all code, in a community -
approved format, to the official Koha project (located at git.koha-community.org or wherever the
public code base may subsequently be located). Once Bywater submits the Work Product to the
official Koha project, it is the responsibility of the library, as the sole owner of the Work Product,
to advocate for the Work Product as it moves through the approved community development
workflow (documented at wiki.koha-community.org/wiki/Development workflow), including
but not limited to, testing, sign off, and continuous timely communication with the development
management team to resolve any issues that may be discovered.
Upon expiration or termination of this Contract, Bywater will: (a) return to the Client all
records, notes, documentation and other items owned by the Client that were used, created, or
controlled by Bywater during the term of this Contract; and (b) assist Client in exporting data
from ByWater's data cloud to Client, at no additional charge.
5. CONFIDENTIALITY. Bywater, and its employees, agents, or representatives will not at any
time or in any manner, either directly or indirectly, use for the personal benefit of Bywater, or
divulge, disclose, or communicate in any manner, any information that is proprietary to the
Client, except (a) if and to the extent the information is already a matter of public knowledge; (b)
such disclosures as may be necessary to ByWater's attorney or accountant (collectively,
"Permitted Confidants"); or (c) such disclosures as are required by law or by any litigation
between the parties hereto with respect to this Contract. Bywater shall also timely require each
of its Permitted Confidants to keep that information confidential. Before making any disclosure
required by law, ByWater, or the Permitted Confidant, as the case may be, shall give Client as
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much notice thereof as is legally permitted, along with a copy of the proposed disclosure. The
foregoing duties of confidentiality shall survive the termination of this Contract.
6. RELATIONSHIP OF PARTIES. Client and ByWater agree that the status of ByWater is that
of independent contractor, and not that of employee, principal, agent or joint venture partner of
Client. Neither party has authority to enter into contracts or assume any obligations for or on
behalf of the other parry or to make any warranties or representations for or on behalf of the
other parry.
7. WARRANTY. ByWater shall provide the Services and meet its obligations under this
Contract in a timely and workmanlike manner, using knowledge and recommendations for
performing the Services which meet generally accepted standards in ByWater's industry.
ByWater disclaims all other warranties, expressed or implied. ByWater does not in any way
warrant that Koha will operate without interruption or be error free.
ByWater 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 ByWater), loss of profits, goodwill, damage or loss of data, or any other indirect,
special or consequential damages suffered by Client. ByWater will in good faith and using its
best reasonable effort work to resolve any such issues.
8. REMEDIES. If Client or ByWater fails to perform its obligations under this Contract,
ByWater the non -breaching parry shall have the right to terminate the Contract and to seek
whatever remedy may be available to it, either in law or in equity.
9. LIMITATION OF LIABILITY. Either parry's aggregate liability to the other under this
agreement, under any legal doctrine whatsoever, shall not exceed the total sum paid by client to
ByWater for services rendered under this contract.
10. TERMINATION WITHOUT CAUSE. Client's request for termination of this contract
without cause will be at the sole discretion of ByWater and may carry penalties of up to 30% of
total contract value.
11. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and
there are no other promises or conditions in any other agreement whether oral or written
concerning the subject matter of this Contract. This Contract supersedes any prior written or oral
agreements between the parties.
12. SEVERABILITY. If any provision of this Contract will be held to be invalid or
unenforceable for any reason, the remaining provisions will continue to be valid and enforceable,
provided that no party is, as a result thereof, deprived of its substantial benefits under this
Contract. If a court finds that any provision of this Contract is invalid or unenforceable, but that
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by limiting such provision it would become valid and enforceable, then such provision will be
deemed to be written, construed, and enforced as so limited.
13. AMENDMENT. This Contract may only be changed, modified, amended or discharged by
an agreement in writing executed by the parties hereto.
14. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the
State of Texas.
15. NOTICE. Any notice or communication required or permitted under this Contract shall be
sufficiently given if delivered in person or by certified mail, return receipt requested, to the
address set forth in the opening paragraph or to such other address as one parry may have
furnished to the other in writing.
16. ASSIGNMENT. The Client may not assign or transfer this Contract without the prior written
consent of Bywater.
17. BINDING EFFECT. This Contract shall inure to the benefit of and be binding upon the
parties named herein and their respective heirs, successors and -assigns.
EXHIBIT "A-1"
SUPPLEMENTAL
SCOPE OF SERVICES
ROUND ROCK PUBLIC LIBRARY
Y'. —
BYWATER SOLUTIONS L
i
By:
Nathan Curulla
Owner/CRO
Date:
Monique Adams
From: Ric Bowden
Sent: Friday, August 05, 2016 11:39 AM
To: Monique Adams
Subject: RE: Message re: Todays City Manager Items.
Sorry, it's for $28,500 plus an additional $30,000 approval. This is going to City Manager because it was approved by
Council in budget review and Legal approved this.
HN
From: Monique Adams
Sent: Friday, August 05, 2016 11:18 AM
To: Ric Bowden <rbowden@round rocktexas.gov>
Subject: FW: Message re: Todays City Manager Items.
The item was included but can you tell me the cost of it? I just took it to legal for Steve's review ... (I forgot to show it to
him during staff meeting this morning).
Monique Adams
City Manager's Office
City of Round Rock
P: 512-218-3234 1 F: 512-218-7097 1 roundrocktexas.gov
From: Meagan Spinks
Sent: Friday, August 05, 2016 11:07 AM
To: Monique Adams <madams@round rocktexas.gov>
Subject: Message re: Todays City Manager Items.
Es
From: Ric Bowden
Sent: Friday, August 05, 2016 11:02 AM
To: Meagan Spinks <mspinks@round rocktexas.gov>
Subject: Message from Ric Bowden (5459)
1
City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing Supplemental Agreement No. 1 to 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: 8/5/2016
Dept Director: Michelle Cervantes
Cost:
Indexes:
Attachments: LAF-Supp) 1 for Installation and Implementation of an Integrated Libray
System-ByWater, Suppl 1 for Installation and Implementation of an
Integrated Library System, Bywater Suppl 1 - Resolution
(00361724xA08F8)
Department: Library Department
Text of Legislative File CM -2016-1155
Consider executing Supplemental Agreement No. 1 to a Professional Consulting
Services Agreement with ByWater Solutions, LLC for services related to the installation
and implementation of Koha Integrated Library System.
A number of function enhancements to the OPAC, cataloging module and circulation
module for the Koha system.
Staff Approval
City of Round Rock Page 1 Printed on 81412016