HomeMy WebLinkAboutContract 50400 7Y SECRETARY S 0
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1.800.547.0297—Fax 1.317.489.3406—www.samswebsite.com
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SUBSCRIPTION CONTRACT
I Fernando Costa representing City of Fort Worth
(Here in referred to as"Library") agree to the following terms and conditions in regards to the agreed
upon subscription for Photofact Online (here in referred to as "database"), the online database from
Sams Technical Publishing, LLC.
Subscription renews and is invoiced by: January 2018
For the period: January 2018 through January 2019
Number of branches: Unlimited
In the amount of. $1,494.00
Subscribing to Photofact Online provides Library access to the online database of manuals from
Sams Technical Publishing, LLC. This database is searchable at www.photofactonline.com, where
searches are completed by entering the model number from the device being serviced. Partial model
numbers can be searched and the database will bring back results regarding the availability of
manuals in the database.
Whereas some manuals have not yet been digitized, access to such manuals will be delayed, while
they are digitized. This digitizing process is spurred by the automatic notification that results from
attempted access of the said manuals. The digitizing of the manuals typically happens within 2
business days. Some manuals found in the Sams Technical Publishing, LLC Annual Index are not a
part of the Photofact Online program. Manuals designated as copy service or original
manufacturer's manual are not available digitally due to rights restrictions.
Remote access can be set up provided said library uses proxy server services to validate their patrons
into their system. This validation process allows remote users to be seen by the database system as
being a part of the library's IP range.
An IP range is to be provided by the library to Sams Technical Publishing, LLC in order to properly
access the database. The use of the IP range allows for the removal of certain aspects of the
database that are not applicable to Photofact Online.
This Agreement shall be effective on the Effective Date/date signed by both parties and, unless
terminated sooner as provided herein, shall expire one (1)year thereafter. Following the Initial
Term, this Agreement may be renewed annually at the City's discretion (Renewal Term). 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 thi: ntjrp a copy of
which is attached as Exhibit D for informational purposes only. The City shall pr de Vendor with
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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, a copy of which is attached as Exhibit D for informational
purposes only.
Any questions regarding this program and the terms and conditions of the subscription should be
directed to Sams Technical Publishing, LLC.
Subscription accepted by:
For Sams Technical Publishing. LLC: For Library:
Alafi R Mc aria d, COO (Library Name)
/(,5
(Date) (Address)
317-396-5336 (City/State/Zip)
amcfarland@,samswebsite.com
(Phone#)
(Signature &Date)
(Printed Name)
(E-mail Address)
Fort Worth Library Photofact Online Contract Addendum
This Fort Worth Library Online Database Contract Addendum (the "Addendum") is executed by
and between the City of Fort Worth ("City") and Photofact Online ("Vendor") in conjunction with that
certain subscription contract (the "Contract") executed simultaneously with this Addendum.
Notwithstanding anything in the Contract to the contrary, all terms in this Addendum shall control over any
terms in the Contract in the event that any conflict should exist. The Parties agree as follows:
1. Responsibilities.
Vendor Responsibilities. The Parties agree that Vendor shall have the following
responsibilities:
a) Providing Photofact Online as described in Exhibit A
b) Providing unlimited simultaneous access to Photofact Online for all Library facilities
in the Fort Worth System
c) Providing unlimited simultaneous remote access to Photofact Online for Authorized
Users
d) Establishing, hosting, and administering the Library's Website Portal and mobile app
to the Service
e) Additional responsibilities as described in Exhibit C Statement of Work
City Responsibilities. The Parties agree that the City shall have the following responsibilities:
a) Providing the Vendor with the annual Purchase Agreement Price as described
herein in Exhibit B
b) Informing the Vendor of any suggested modification, variation, or improvements to
the Service and operating procedures
c) Maintaining network infrastructure that supports use of the Service
d) Restricting remote access to the Service to Authorized Users
2. License.
Vendor hereby grants to the City a nontransferable and non-exclusive right to access and use the
Vendor's Licensed Content and services according to the terms and conditions of this Agreement.
The Content and Services made available to Authorized Users are the subject of copyright
protection and the original copyright owner(Vendor and its licensors) retains the ownership of the
Content and Services and all portions thereof. Vendor does not transfer any ownership. The
Library may use the Service and Content for training, reference, promotion, and other internal
business purposes. The City assumes no responsibility for Authorized Users' use of the Service
and Content.
The Library is authorized to provide electronic links to the Service and Licensed Content from its
website. The Library will establish and maintain login or other authorization protocols that allow
only Authorized Users to access the Vendor's Licensed Content.
The City will be solely responsible for determining Authorized Users who will have access to the
Service under this agreement, within the conditions outlined in the Purchase Agreement Price.
For the avoidance of doubt, if CITY provides remote access to individuals not authorized by this
Agreement, or by a subsequent amendment hereto, on a broader scale than was contemplated at
the inception of this Agreement then Vendor may hold the CITY in breach and suspend access to
the Service.
The City is authorized to provide remote access and on-site access through its Authorized Sites
to the Content and Service to any Authorized Users on an unlimited simultaneous basis, within
the conditions outlined in the Purchase Agreement Price.
Authorized Sites may be added to or deleted from this Agreement as mutually agreed upon by
Vendor and City.
3. Compensation and Invoicing.
The City shall pay Vendor an annual amount in accordance with the provisions of this
Agreement and the Service Pricing Schedule attached as Exhibit B. Annual price for the Service
shall not increase by more than 2% for any Renewal Term unless both Parties agree in writing.
Vendor must provide City at least 90 days' written notice if the Renewal Term price will increase
by more than 2%. Vendor shall not perform any additional services for the City not specified by
this Agreement unless the City requests and approves in writing the additional costs for such
services. The City shall not be liable for any additional expenses of Vendor not specified by this
License unless the City first approves such expenses in writing. Vendor shall not invoice City for
Renewal Terms until both Parties have signed the City's Contract Renewal Notice, a sample of
which is attached as Exhibit D for informational purposes only.
4.Termination.
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.
5. Disclosure of Conflicts and Confidential Information.
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 constitutes
evidence that a particular person committed an offense.
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 or disclose their email addresses to any third party.
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.
City and Member Usage—Limiting Access Measures. The City will be solely responsible for
authenticating which Patrons will have access to [name of service] under this Agreement. The
City will implement and maintain reasonable measures to ensure that only Authorized Users are
able to access Photofact Online in-house or remotely.
6. 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.
7. Changes to Service or Content
Vendor has the right, at any time, to make modifications to the content and operation,
performance, or functionality of the Service. Vendor must notify Library at least 60 days prior to
making any modifications that materially affect patrons' use of the service, and provide help
announcing such updates. If such a modification materially impairs the value of this Agreement
to City, City shall have the option to terminate this Agreement and receive a pro-rata refund of
any Fees paid constitute a material breach for which the Library may terminate this agreement
under the terms of Section: Termination.
8. Changes to Integrated Library System
The City upgrades its Integrated Library System according to the system vendor's upgrade
release schedule. The City also has the right, at any time, to migrate to a different integrated
library system. The City shall notify the Vendor at least 30 days prior to a scheduled upgrade or
migration to confirm compatibility. In the event the Vendor's service is not compatible with the
upgraded or new system, the City and Vendor may mutually agree to a timeframe by which the
Service will be modified so it is compatible, or terminate this Agreement under the terms of
Section: Termination of this Agreement.
9. Notice of Terms of"Click-Through" License Terms.
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.
19. 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.
11. Customer Support.
Vendor shall provide the Library with email and/or telephone technical and customer support
(including feedback, problem-solving, and/or general questions) during standard business hours
(8:00AM-5:001PM CST) with response by the Vendor within twenty-four (24) hours.
12. 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.
13. 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.
14. 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 amendment(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 to Exhibit E and incorporated herein by reference. Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
AGREED: AGREED:
Y,L7r
W C�H: VENDOR
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By GBy:
Al f q Auth ized Signatory Name
Assistant Cit Mang r
Title
Date:
Printed Name:
Date: 3 r/
A VED AS TO FORM AND LEGALITY: ATTEST:
By: By-
Paige Nban4 Mary J. Kayser.
Assistant City Attorney City Secretary
Contract Compliance Manager: �' }
By signing I acknowledge that 1 am the person responsible for the monitoring and ad is n his
cotract, including ef9uring all performance and reporting requirements.
_
03 1 --%AS
Nam Date
MarijYtnt
Marvin
Assi Library Director
M&c:
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ffO"ICIALRECORD
EXHIBIT A
DESCRIPTION OF SERVICE
During the Photofact Online Initial and Renewal Terms, Sam's Technical Publishing LLC will establish,
host, and administer the Library's Photofact Online website. Library and Patrons will access Vendor's
Photofact Online through the website portal the Vendor maintains for the Library. The Library and its
Patrons will access the Vendor's Photofact Online either inside the library(if allowed and enabled by the
Library) using the Library's own Internet connection or remotely from within the United States(available
with proxy server only). Patrons of the Library will be able to access the online database of manuals from
Sams Technical Publishing, LLC. This database is searchable by entering the model number from the
device being serviced. Partial model numbers can be searched and the database will bring back results
regarding the availability of manuals in the database.
Features:
• OEM owner's manuals and service manuals
• Reliable, consistent repair data for electronics repair technicians, antique electronics
restorers, and hobbyists
• Publication of new manuals every month, covering the latest in Televisions, including
HDTV, Plasma and LCD monitors
EXHIBIT B
SERVICE PRICING SCHEDULE
Subscription renews and is invoiced by: January 2018
For the period: January 2018 through January 2019
Number of branches: Unlimited
In the amount of: $1,494.00
Subsequent years: Annual Renewal Term price may increase by no more than 2% unless both Parties
agree in writing. Vendor must provide City at least 90 days' written notice if the Renewal Term price will
increase by more than 2%.
EXHIBIT C
STATEMENT OF WORK
VENDOR, SERVICE
Setup
Within seven (7) days of Initial Term start date, Vendor shall set up hosted service to the Licensed
Content for in-house and remote Authorized Users as described in Responsibilities and Exhibit A. The
Vendor will offer installation support, including assisting with the implementation of any Vendor software.
Authentication
Vendor will provide in-house authentication through Library supplied Internet Protocol (IP) addresses.
Remote Authorized Users will be authenticated by the Library through Polaris ILS. Vendor will either
provide the Library with an institutional login page and credentials to be secured within Polaris ILS or
work with the Library to establish SIP2 authentication. The Library's use of proxy servers is permitted as
long as any proxy server IP address limits remote access to Authorized Users.
Testing
Vendor shall assist the Library with testing various Authorized User card types and remote and in-house
access. If no formal rejection is issued to the Vendor within thirty (30) days of Term start date, the
Licensed Content is deemed accepted by the Library.
Branding
The Vendor shall display the City's logo with an embedded hyperlink to the Fort Worth Library website
(http://fortworthtexas.gov/library/) on the homepage of the Licensed Content. The Vendor may use the
City's logo and website address exclusively as necessary to provide custom branding to the Vendor's
Licensed Content, only during the Term of this Agreement.
Usage Data
Vendor shall provide usage statistics on the number of sessions, searches, users, and/or downloads on a
monthly basis. Statistics shall be provided by the Vendor either via a secure online portal with login
credentials for staff data extraction or via email to DigitalLibrarvCa7fortworthtexas.gov, within the first five
(5) days of each calendar month.
Staff Training
Vendor shall provide live and/or recorded online training for Library staff related to the use of the Licensed
Content and any Vendor software. Vendor shall provide additional training to the Library staff if made
necessary by any updates or modifications to the Licensed Content or any Vendor software.
End User Guides
The Vendor shall provide online Help or other user guides that are adaptable by the Library to include
frequently asked questions (FAQs), troubleshooting, and basic and advanced product usage.
Marketing
The Vendor shall provide the Library with customizable marketing materials for the Licensed Content
including but not limited to fact sheets, brochures, information sheets, posters, flyers, newsletters, and
promotional materials.
Timeframe/Milestones
The following milestones outline the timeline for the Statement of Work. The Parties may adjust this
schedule by mutual written consent at least 10 business days prior to the scheduled milestone.
Tusk It Finish Date
Execute Contract Executed Contract Date
Library supplies IPs or SIP2 connection information and City 3 business days from Executed
logo to Vendor Contract date
Vendor sets up hosted Licensed Content 7 business days from Executed
Contract date f
Library&Vendor test in-house and remote access r 9 business days from Executed
Contract date
Vendor provides training, End User Guides, and marketing J 12 business days from Executed
materials Contract date
Library and Vendor complete Licensed Content setup and 15 business days from Executed !
;access Contract date
Library makes service available for patron use 30 business days from Executed
Contract date
i
30 business days from Executed
Vendor supplies usage data extraction credentials i
Contract date t
I
EXHIBIT D
CITY OF FORT WORTH
SAMPLE CONTRACT RENEWAL NOTICE
DATE
Sam's Technical Publishing LLC
9850 E. 301" Street
Indianapolis IN 46229
Re: NOTICE OF CONTRACT RENEWAL
Contract No. CSC No. [xxxxx] (the"Contract")
Renewal Term No. X: [Term Dates]
The above referenced Contract expires on [Expiration Date]. Pursuant to the Contract, contract renewals
are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew
CSC No. [xxxxx] for an additional one year period, which will begin immediately upon the expiration of the
current term and will end on [new Expiration Date]. All other terms and conditions of CSC No. [xxxxx]
remain unchanged. Please return this signed acknowledgement letter, along with a copy of your
current insurance certificate, to the address set forth below, acknowledging receipt of the Notice
of Contract Renewal.
Log onto BuySpeed Online at http://fortworthtexas.gov/purchasing to insure that your company
information is correct and contact me if you have any questions.
Sincerely yours,
[City Purchasing Staff name], Contract Compliance Specialist
817-392-(xxxx] - Direct
817-392-8440- Fax
I hereby acknowledge receipt of the Contract Renewal Notice for CSC No. [xxxxx] for a one year period
ending on new[Expiration Date].
By: fav= R � G c�C7 Date: 3
Printed Name and Title
Si ature
CITY OF FORT WORTH: ATTEST:
Fernando Costa, Assistant City Manager Mary J. Kayser, City Secretary
Date: M&C No. N/A
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], Assistant Library Director
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Sams Technical Publishing, LLC
Legal Address: 9850 E. 30th Street, Indianapolis IN 46229
Service(s)to be provided: Photofact Online
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:
Position: H� � �i.er{��S.S 0' `�'r�-
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
e:
( v�
Signatu President/ EO
Other Title:
Date: ?j G t20f1ff