HomeMy WebLinkAboutContract 45490-A1 CITY BECPETARN
FORT WORTH CC,NTRACT NO. �!
FIRST AMENDMENT AGREEMENT TO
FORT WORTH CITY SECRETARY CONTRACT NO. 4.5490
This AMENDMENT AGREEMENT ("Amendment') is made and entered into by and
between the CITY OF FORT WORTH, a Texas home rule municipal corporation, hereafter
referred to as (the "City") and Arphax Publishing Co. ("Arphax"), hereafter referred to as (the
"Vendor"). All parties to this Amendment may, from time to time, individually be referred to as a
"party" and collectively referred to as the "parties."
The Parties hereby agree to the following:
1. The Agreement shall be renewed for an additional term, expiring August 1, 2018
2. The parties agree to add the following terms to that certain Subscription Agreement
executed by and between the Parties on March 19, 2014 and recorded with the Fort
Worth City Secretary as City Secretary No. 45490 (the "Agreement'):
11. Termination.
11.1. Convenience. Either the City or Vendor may terminate this Agreement at any
time and for any reason by providing the other party with 30 days written notice
of termination.
11.2. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated
by the City in any fiscal period for any payments due hereunder, the City will
notify Vendor of such occurrence, and this Agreement shall terminate on the last
day of the fiscal period for which appropriations were received without penalty or
expense to the City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
11.3. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services
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actually rendered up to the effective date of termination and Vendor shall
continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide the City with
copies of all completed or partially completed documents prepared under this
Agreement. In the event Vendor has received access to City information or data
as a requirement to perform services hereunder, Vendor shall return all City
provided data to the City in a machine readable format or other format deemed
acceptable to the City.
12. Disclosure of Conflicts and Confidential Information.
12.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has
made full disclosure in writing of any existing or potential conflicts of interest
related to Vendor's services under this Agreement. In the event that any conflicts
of interest arise after the Effective Date of this Agreement, Vendor hereby agrees
immediately to make full disclosure to the City in writing
12.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that
Vendor's provision of services under this Agreement shall not be grounds for the
City to have or obtain any rights in such proprietary products, materials, or
methodologies unless the parties have executed a separate written Agreement
with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City
Information") as confidential and shall not disclose any such information to a third
party without the prior written approval of the City.
12.3. Confidentiality of Library Records. Vendor understands and acknowledges that
the State of Texas provides an exception to Texas Government Code Section
552.021 Availability of Public Information, for library records that identify or serve
to identify a person who requested, obtained, or used a library material or
service. Such records may be disclosed only if (1) the library determines that
disclosure is reasonably necessary for the operation of the library and the record
is not confidential under other state or federal law (2) under Section 552.003 of
the Texas Government Code, or (3) to a law enforcement agency or prosecutor
under a court order of subpoena obtained after a showing to a district court that
(A) disclosure of the record is necessary to protect the public safety or (B) the
record is evidence of an offense or -.onstitutes evidence that a particular person
committed an offense.
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Vendor, for itself and its officers, agents and employees, agrees that it shall treat
all information about Fort Worth Library Patrons provided to it by Library Patrons
or the City as confidential. Vendor agrees not to share or disclose Patron usage
history or Patrons' Personally Identifiable Information (PII) to any third party
without the prior written approval of the City. If Patron email addresses are
collected for the purposes of establishing an account, the addresses will not be
used by the Vendor for any other purpose without providing patrons an opt-out.
The Vendor agrees not to email Patrons (unless Patron specifically opts-in to
such mailings) or disclose their email addresses to any third party.
12.4. Unauthorized Access. Vendor shall store and maintain Patron usage history,
Patron's PII, and City Information in a secure manner using industry-standard
technology such as firewalls, SSL encrypted connections where applicable, and
data encryption. Vendor shall not allow unauthorized users to access, use,
modify, delete or otherwise corrupt City Information in any way. Vendor shall
notify the City immediately if it is required by law enforcement to release PII, or if
the security or integrity of any Patron or City information has been compromised
or is believed to have been compromised. In such event, Vendor shall, in good
faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall
fully cooperate with the City to protect such information from further unauthorized
disclosure.
12.5. City and Member Usage--Limiting Access Measures. The City will be solely
responsible for authenticating which Patrons will have access to Arphax under
this Agreement. The City will implement and maintain reasonable measures to
ensure that only Authorized Users are able to access Arphax in-house or
remotely.
13. Right to Audit.
Vendor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at reasonable times
any directly pertinent books, documents, papers and records of the Vendor involving
transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the
City shall have access during normal working hours to all necessary Vendor facilities and shall
be provided adequate and appropriate work space in order to conduct audits in compliance with
the provisions of this section. The City shall give Vendor not fewer than 10 days written notice
of any intended audits.
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Vendor further agrees to include in all its subcontractor Agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three
(3) years after final payment of the subcontract, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of such
subcontractor involving transactions related to the subcontract, and further that City shall have
access during normal working hours to all subcontractor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor not fewer than 10 days written notice
of any intended audits.
Data-processing vendors providing "cloud-based" services, such as Amazon Web
Services (or similar providers to Vendor of CPU, data-storage, program-execution, web-
services, map-services and other computing services) shall specifically not be considered
subcontractors under this Agreement and thus shall not be subject to the provisions of this
section (Right to Audit), in that their agreements are exclusively with Vendor and the City is only
an indirect beneficiary of those services.
14. Independent Contractor.
It is expressly understood and agreed that Vendor shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Vendor shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Vendor acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Vendor, its officers, agents, employees, servants, contractors and
subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of
a partnership or joint enterprise between City and Vendor. It is further understood that the City
shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,
agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers,
agents, servants, employees or subcontractors of Vendor shall be entitled to any employment
benefits from the City. Vendor shall be responsible and liable for any and all payment and
reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subcontractors.
15. LIABILITY AND INDEMNIFICATION.
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A. LIABILITY—VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND
OR CHARACTER TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)
OR OMMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION—VENDOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND
ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, FOR EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS
TO VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS)
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY
INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF
VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT—(i) Vendor warrants that all
Deliverables, or any part thereof, furnished hereunder, including but not
limited to: programs, documentation, software, analyses, applications,
methods, ways, and processes (in this section each individually referred to
as a "Deliverable" and collectively as the "Deliverables,") do not infringe
upon or violate any patent, copyrights, trademarks, service marks, trade
secrets, or any intellectual property rights or other third party proprietary
rights, in the performance of services under this Agreement.
(ii) Vendor shall be liable and responsible for any and all successful claims
adjudicated in a court of competent jurisdiction (resulting in a judgment),
made against City of infringement or any patent, copyright, trademark,
service mark, trade secret, or other intellectual property rights by the use
of or supplying any Deliverable(s) in the course of performance or
completion of, or in any way connected with providing the services, or
City's continued use of the Deliverable(s) hereunder.
16. Insurance.
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16.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than $2,000,000 per occurrence; $4 million aggregate
or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate
and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain
a follow-form provision and shall include coverage for personal and advertising
injury.
c. Defense costs shall be outside the limits of liability.
16.2. General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its
interests may appear. To the degree Vendor's insurer(s) will allow, the term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
2. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage
shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of
non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth,
200 Texas St., Fort Worth, Texas 76102, with copies to the City Attorney at the same
address.
3. The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current A.M.
Best Key Rating Guide, or have reasonably equivalent financial strength and solvency
to the satisfaction of Risk Management. If the rating is below that required, written
approval of Risk Management is required.
4. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
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5. Certificates of Insurance evidencing that the Vendor has obtained all required insurance
shall be delivered to and approved by the City's Risk Management Division prior to
execution of this Agreement.
17. Assignment and Subcontracting.
Vendor shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written Agreement with the City and the Vendor
under which the assignee agrees to be bound by the duties and obligations of Vendor under
this Agreement. The Vendor and Assignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If the City grants consent to a subcontract, the
subcontractor shall execute a written Agreement with the Vendor referencing this Agreement
under which the subcontractor shall agree to be bound by the duties and obligations of the
Vendor under this Agreement as such duties and obligations may apply. The Vendor shall
provide the City with a fully executed copy of any such subcontract.
However, Vendor may assign or transfer this Agreement to an affiliated company or to a
third party that acquires substantially all of its assets upon thirty (30) days written notice to the
City. If for some reason the City does not want to, or cannot transact with the new company,
the City is entitled to a pro-rated refund of the price based upon the time used.
18. Successors $Assigns.
This Agreement shall be binding on and inure to the benefit of and be binding upon the
respective heirs, executors, administrators, successors and assigns of the City, and the
Vendor's successors and assigns.
19. Copyright.
City acknowledges that the computer software utilized by the Vendor's service is
protected by copyright law and international treaties. Unauthorized reproduction or distribution of
the software is not allowed. The City will not reverse engineer, decompile, disassemble, modify,
translate, attempt to discover the source code, or create derivative works from the software.
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20. Compliance with Laws, Ordinances, Rules and Reaulations.
Vendor agrees to comply with all applicable federal, state and local laws, ordinances,
rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances,
rules or regulations, Vendor shall immediately desist from and correct the violation.
21. Non-Discrimination Covenant.
Vendor, for itself, its personal representatives, assigns, subcontractors and successors
in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties
and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. If any claim arises from an
alleged violation of this non-discrimination covenant by Vendor, its personal representatives,
assigns, subcontractors or successors in interest, Vendor agrees to assume such liability and to
indemnify and defend the City and hold the City harmless from such claim.
22. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation
of the transmission, or (3) received by the other party by United States Mail, registered, return
receipt requested, addressed as follows:
TO THE CITY:
City of Fort Worth With copy to:
Attn: Deborah C. Duke City of Fort Worth
Fort Worth Library City Attorney
500 W. 3rd Street 200 Texas Street
Fort Worth, TX 76102 Fort Worth, TX 76102
Facsimile: 817-392-7734
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TO VENDOR:
Arphax Publishing Co.
Attn: Vicki Boyd
11450 U. S. Hwy 380, Suite 130#296
Cross Roads, TX 76227
Facsimile: 405-366-8184
23. Solicitation of Employees.
Neither the City nor Vendor shall, during the term of this Agreement and additionally for
a period of one year after its termination, solicit for employment or employ, whether as
employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
This provision shall not apply to an employee who responds to a general solicitation or
advertisement of employment by either party.
24. Governmental Powers.
It is understood and agreed that by the execution of this Agreement, the City does not
waive or surrender any of its governmental powers.
25. No Waiver.
The failure of the City or Vendor to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendors respective right to insist upon appropriate performance or to assert any such
right on any future occasion.
26. Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Texas. If
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any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or
the United States District Court for the Northern District of Texas, Fort Worth Division.
27. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
28. Force Majeure.
The City and Vendor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control (force
majeure), including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters,
wars, riots, material or labor restrictions by any governmental authority, transportation problems
and/or any other similar causes.
29. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes online and shall
not be deemed part of this Agreement.
30. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or
exhibits hereto.
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31. Agreements.
No Agreement of this Agreement shall be binding upon a party hereto unless such
Agreement is set forth in a written instrument, and duly executed by an authorized
representative of each party.
32. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and Agreement between
the City and Vendor, their assigns and successors in interest, as to the matters contained
herein. Any prior or contemporaneous oral or written Agreement is hereby declared null and
void to the extent in conflict with any provision of this Agreement.
33. Counterparts.
This Agreement may be executed in one or more counterparts and each counterpart
shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, Agreement, or separate
signature page shall constitute a duplicate if it is transmitted through electronic means, such as
fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and
binding even if an original paper document bearing each party's original signature is not
delivered.
34. Warranty of Services.
Vendor warrants that its services will be of a professional quality and conform to
generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at
Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re-perform the
services in a manner that conforms to the warranty, or (b) refund the unused fees paid by the
City to Vendor for the nonconforming services.
35. Notice of Terms of"Click-Through" License Terms.
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In the event that Vendor requires Authorized Users to agree to terms relating to the use
of the Licensed Content before permitting Authorized Users to gain access to the Licensed
Content (commonly referred to as "click-through" licenses), the Vendor shall provide the Library
with notice of and an opportunity to comment on such terms fourteen (14) days prior to their
implementation. If the Vendor and Library cannot mutually agree upon the "click-through"
license terms during this fourteen (14) day period, this shall constitute a material breach for
which the Library may terminate this Agreement upon notice to the Vendor prior to the "click-
through" implementation date. In no event shall the terms of such "click-through" licenses
materially differ from the provisions of this Agreement. In the event of any conflict between the
terms of such "click-through" licenses and this Agreement, the terms of this Agreement shall
prevail.
36. Network Access.
The Vendor does not require access to the City of Fort Worth Network to provide this
service. The Library links to the web portal provided by and maintained by the Vendor.
37. Immigration Nationality Act.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which
includes provisions addressing employment eligibility, employment verification, and
nondiscrimination. Vendor shall verify the identity and employment eligibility of all employees
who perform work under this Agreement. Vendor shall complete the Employment Eligibility
Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity
documentation for all employees, and upon request, provide City with copies of all 1-9 forms and
supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall establish appropriate procedures and controls so that no services will
be performed by any employee who is not legally eligible to perform such services. Vendor shall
provide City with a certification letter that it has complied with the verification requirements
required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to
violations of this provision. City shall have the right to immediately terminate this Agreement for
violations of this provision by Vendor.
38. Customer Support.
Vendor shall provide the Library with email and/or telephone technical and customer
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support (including feedback, problem-solving, and/or general questions) during standard
business hours (8:OOAM-5:OOPM CST) with response by the Vendor within twenty-four (24)
hours.
39. Downtime and Maintenance.
Vendor shall use reasonable efforts to provide the Licensed Content to the Library and
Authorized Users on a daily, twenty-four(24) hour, seven (7) days a week basis with an
average of 98% up-time per month. The 2% down-time includes periodic unavailability due to
maintenance of the server(s), the installation or testing of software, and the loading of additional
Licensed Content as it becomes available. Scheduled down-time will be performed at a time to
minimize inconvenience to Library and its Authorized Users. Vendor will make reasonable
efforts to notify the Library five (5) business days in advance of scheduled interruption or
suspension of service due to maintenance. Except where the force majeure provision applies,
unscheduled or scheduled interruption or suspension of service caused by the Vendor lasting
more than forty-eight (48) hours shall constitute a material breach of the Agreement by the
Vendor. A refund or a credit against future fees at the option of the Library, or a prorated credit
or refund where interruption or suspension of service is partial, and where partial further
adjusted in proportion to the loss of service, shall be due the Library where the aggregate time
of interruption or suspension of service or partial service exceeds twenty-four(24) hours in any
subscription Term.
40. Renewal Notice.
The City shall provide Vendor with a Contract Renewal Notice indicating its intent to
renew at least thirty (30) days prior to the end of each term. Both the City and Vendor must sign
this Notice, a copy of which is attached as Exhibit A for informational purposes only. The City
shall provide Vendor with written notice of its intention not to renew at least thirty (30) days prior
to the expiration of the Initial Term or any Renewal Term. Each renewal shall require the mutual
agreement of both the City and Vendor.
41. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2, if either City or Vendor has a
claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any
warranty that arises under this Agreement, the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing
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as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the
nature of the dispute and list the party's specific reasons for such dispute. Within ten (10)
business days of receipt of the notice, both parties shall commence the resolution process and
make a good faith effort, either through email, mail, phone conference, in person meetings, or
other reasonable means to resolve any claim, dispute, breach or other matter in question that may
arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within
sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the
matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American
Arbitration Association or other applicable rules governing mediation then in effect. The mediator
shall be agreed to by the parties. Each party shall be liable for its own expenses, including
attorney's fees; however, the parties shall share equally in the costs of the mediation. If the
parties cannot resolve the dispute through mediation, then either party shall have the right to
exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal
dispute resolution process, the parties agree to continue without delay all of their respective
duties and obligations under this Agreement not affected by the dispute. Either party may,
before or during the exercise of the informal dispute resolution process set forth herein, apply
to a court having jurisdiction for a temporary restraining order or preliminary injunction where
such relief is necessary to protect its interests.
42. Public Information Act.
Vendor understands and acknowledges that the City is a public entity under the laws of
the State of Texas and as such, all documents held by the City are subject to disclosure under
Chapter 552 of the Texas Government Code. Vendor shall clearly indicate to the City what
information it deems proprietary. If the City is required to disclose any documents that may
reveal any Propriety Information to third parties under the Texas Government Code, or by any
other legal process, law, rule or judicial order by a court of competent jurisdiction, the City will
notify Vendor prior to disclosure of such documents and give Vendor the opportunity to submit
reasons for objections to disclosure. The City agrees to restrict access to Vendor's information
to those persons within its organization who have a need to know for the purposes of
management of this Agreement. The City agrees to inform its employees of the obligations
under this paragraph and to enforce rules and procedures that will prevent any unauthorized
disclosure or transfer of information. The City will use its best efforts to secure and protect
Vendor's information in the same manner and to the same degree it protects its own proprietary
information; however, the City does not guarantee that any information deemed proprietary by
the Vendor will be protected from public disclosure if release is required by law. The foregoing
obligation regarding confidentiality shall remain in effect for a period of three (3) years after the
expiration of this Agreement.
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43. Section Partial Invalidity.
If any provision of this Agreement shall be determined by any court of competent
jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the
remainder of this Agreement, which shall be construed as if such invalid or unenforceable
provision had never been a part of this Agreement but in a manner so as to carry out as nearly
as possible the parties' original intent.
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44. Signature Authority.
The person signing this Agreement hereby warrants that he/she has the legal authority
to execute this Agreement on behalf of the respective party, and that such binding authority has
been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement, and any Agreement(s) hereto, may be executed by any authorized representative of
the Vendor whose name, title and signature is affixed on the Verification of Signature Authority
Form, which is attached hereto as Exhibit B and incorporated herein by reference. Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or
any Agreement hereto.
AGREED: AGREED:
CITY OF FORT WORTH: Arphax:
By: By:
Fernando Costa, Assistant City Manager Gregory A. Boyd, President, Arphax
Publishing Co.
Date: 3 /2'Dig�/�/8 Date: Z '
OF Fps
APPROVED AS TO FORM AND LEGALITY: ATTEST:
By - y:
Paige Mebane, Assistant City Attorney Ma ayse , City Secretary
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this
contract, including ensuring all performance and reporting requirements.
Name j Date
OFFICIAL RECORD
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FT.WORTH,TX
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Vendor: Arphax Publishing Co.
Legal Address: 11450 U. S. Hwy 380, Suite 130#296
Cross Roads, TX 76227
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Vendor and to execute any agreement, amendment, or
change order on behalf of the Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. The City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. The City is entitled to rely on any current executed Form until it receives a revised Form that
has been properly executed by the Vendor.
1. Name: Gregory A. Boyd
Position: President, Arphax Publishing Co.
Signa ure
2. Name: Vicki R. Boyd
Position: Vice President, Arphax Publishing Co.
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
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