HomeMy WebLinkAboutContract 46842-A1 First Amendment to City Secretary Contract No.46842
FORT WORTH. CITY SECRETARY
CONTRACT N0.
FIRST AMENDMENT AGREEMENT TO
FORT WORTH CITY SECRETARY CONTRACT NO. 46842
This AMENDMENT AGREEMENT ("Agreement") 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 EBSCO Industries Inc. ("EBSCO"), hereafter referred to as (the
"Vendor"). All parties to this Agreement may, from time to time, individually be referred to as a
"party" and collectively referred to as the "parties."
1. Termination.
Section 7 Termination of City Secretary Contract No. 46832 is amended to include:
1.1. 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
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.
2. Disclosure of Conflicts and Confidential Information.
2.1. 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
2.2. 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.
2.3. Confidentiality of Library Records. Vendor understands and acknowledges that the
State of Texps tzntii n to Texas Government Code Section 552.021
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0� B b OFFICIAL. RECORD Contract Terms and Conditions City of Fort Worth
Page 1 of 15 Rev.01/2017
CITY SECRETARY
FT. WORTH, TX
First Amendment to City Secretary Contract No.46842
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,
2.4. 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 anyway.Vendor shall notify the City
promptly 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.
2.5. City and Member Usage—Limiting Access Measures. The City will be solely
responsible for authenticating which Patrons will have access to Library Ideas
under this Agreement. The City will implement and maintain reasonable measures
to ensure that only Authorized Users are able to access Library Ideas in-house or
remotely.
3. 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,
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First Amendment to City Secretary Contract No.46842
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.
4. Insurance
4.1. 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.
2. Automobile Liability Insurance covering any vehicle used in providing services
under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
3. Professional Liability (Errors & Omissions) in the amount of$1,000,000 per claim
and $1,000,000 aggregate limit.
4. Statutory Workers' Compensation requirements per the amount required by statute
and Employers' Liability Insurance shall be maintained with a minimum limit of
$1,000,000 policy limit each accident/occurrence.
5. Technology Liability(Errors & Omissions)
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. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy. Defense
costs shall be outside the limits of liability.
Coverage shall include, but not be limited to, the following:
(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
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(iv) Fraud, Dishonest or Intentional Acts with final adjudication language
(v) Intellectual Property Infringement coverage, specifically including coverage
for intellectual property infringement claims and for indemnification and legal
defense of any claims of intellectual property infringement, including
infringement of patent, copyright, trade mark or trade secret, brought against
the City for use of Deliverables, Software or Services provided by Vendor under
this Agreement.
Technology coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, a separate policy specific to
Technology E&O, or an umbrella policy that picks up coverage after primary
coverage is exhausted. Either is acceptable if coverage meets all other
requirements. Technology coverage shall be written to indicate that legal costs
and fees are considered outside of the policy limits and shall not erode limits
of liability. Any deductible will be the sole responsibility of the Vendor and may
not exceed $50,000 without the written approval of the City. Coverage shall
be claims-made, with a retroactive or prior acts date that is on or before the
effective date of this Agreement. Coverage shall be maintained for the
duration of the contractual Agreement and for two (2) years following
completion of services provided. An annual certificate of insurance, or a full
copy of the policy if requested, shall be submitted to the City to evidence
coverage.
6. Any other insurance as reasonably requested by City.
4.2. General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its
interests may appear. The term City shall include its employees, officers, officials,
agents, and volunteers in respect to the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
3. 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.
4. 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.
5. 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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6. 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.
5. 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.
6. 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.
7. Compliance with Laws, Ordinances, Rules and Regulations.
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.
8. 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.
9. 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,
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First Amendment to City Secretary Contract No.46842
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. 3nd Street 200 Texas Street
Fort Worth, TX 76102 Fort Worth, TX 76102
Facsimile: 817-392-7734
TO VENDOR:
EBSCO
P O BOX 1943
BIRMINGHAM, AL 35201-1943
10. 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.
11. 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.
12. 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 Vendor's respective right to insist upon appropriate performance or to assert any such right
on any future occasion.
13. Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Texas. If
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.
14. 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.
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16. 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.
16. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes online and shall
not be deemed part of this Agreement.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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,
EBSCO Contract Terms and Conditions City of Fort Worth
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First Amendment to City Secretary Contract No.46842
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.
22. 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 30 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 under the terms of Section 1 Termination.
23. 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 the City may terminate
this Agreement and receive a pro-rata refund of any Fees paid under the terms of Section 1
Termination.
24. 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.
25. Network Access.
If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for
purposes of this section "Vendor Personnel"), requires access to the City's computer network in
order to provide the services herein, Vendor shall execute and comply with the Network Access
Agreement which is attached hereto as Exhibit B and incorporated herein for all purposes.
26. 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
EBSCO Contract Terms and Conditions City of Fort Worth
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First Amendment to City Secretary Contract No.46842
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.
27. 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.
28. 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 credit against future fees, or a prorated credit 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.
29. 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.
30. 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 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
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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.
31. 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 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.
32. 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.
33. 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 C 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.
EBSCO Contract Terms and Conditions City of Fort Worth
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First Amendment to City Secretary Contract No.46842
AGREED: AGREED:
CITY OF FORT WORTH: EBSCO:
By: 5 ,"�I�:�-- By:
Fernando Costa Aut orizedgnatory Name
Assistant City Manager /
Title:
Date: !� 2.917
Printed Name: f
Date: ��yt ` aley7
FORT
0
ATTEST a.: '�� ATTEST:
By: * By:
��P,S
L!NO U&C REQUIRED
OFFICIAL RECORD
CITY SECRETARY
RTH, TX
FT. WO
EBSCO Contract Terms and Conditions City of Fort Worth
Page 11 of 15 Rev.01/2017
First Amendment to City Secretary Contract No.46842
EXHIBIT A
CITY OF FORT WORTH
SAMPLE CONTRACT RENEWAL NOTICE
DATE
[Vendor]
[Vendor Address]
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.
Please log onto BuySpeed Online at htto://fortworthtexas.gov/purchasing to insure that your company information is
correct and up-to-date.
Sincerely yours,
[City Purchasing Staff name], Contract Compliance Specialist
FMS, Purchasing Division
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: Date:
Printed Name and Title
F0� QRT
Signature A.
-t
CITY OF FORT WO/RT'H:/ ATTEST:
Fernando Co ta,Assistant City Manager MaK J. Kays i Y—ecre6ry
Date: .29 /7 M&C No. ••A
RECOMMENDED BY: NO M&C REQUIRLP
na Assist Libra irector
I yti tv%
Contract Compliance Managee.
By Signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,
incl ding ensuring all p rmaan1ce,a�nd reporting requirements.
[name A#sta ibrary D ector —--- - --
Mari
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
EBSCO Contract Terms and Conditions City of Fort Worth
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First Amendment to City Secretary Contract No.46842
EXHIBIT B
NETWORK ACCESS AGREEMENT
1. The Network.The City owns and operates a computing environment and network(collectively the
"Network"). Contractor wishes to access the City's network in order to provide Novelist Select and NoveList Plus.
In order to provide the necessary support, Contractor needs access to Forth Worth Library's Polaris integrated library
system, hosted for the Library by Innovative Interfaces.
2. Grant of Limited Access.Contractor is hereby granted a limited right of access to the City's Network for the
sole purpose of providing NoveList Select and NoveList Plus. Such access is granted subject to the terms and
conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7(Electronic
Communications Resource Use Policy),of which such applicable provisions are hereby incorporated by reference
and made a part of this Agreement for all purposes herein and are available upon request.
3. Network Credentials.The City will provide Contractor with Network Credentials consisting of user IDs and
passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will
automatically expire one(1)year from the date of this Agreement. If this access is being granted for purposes of
completing services for the City pursuant to a separate contract,then this Agreement will expire at the completion of
the contracted services,or upon termination of the contracted services,whichever occurs first. This Agreement will
be associated with the Services being provided in accordance with City Secretary Contract No.46842.
4. Renewal. At the end of the first year and each year thereafter,this Agreement may be renewed annually if
the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty(30)days prior to the scheduled annual expiration of this Agreement,the Contractor has
provided the City with a current list of its officers,agents,servants,employees or representatives requiring Network
credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the
City with a current list of officers, agents,servants, employees or representatives that require Network credentials on
an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or
termination of this Agreement.
5. Network Restrictions. Contractor officers,agents, servants,employees or representatives may not
share the City-assigned user IDs and passwords. Contractor acknowledges,agrees and hereby gives its
authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance
with this Agreement.A breach by Contractor, its officers, agents,servants,employees or representatives, of this
Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this
Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's
Data,terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at
law or in equity.
5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall include
all officers,agents, servants,employees,or representatives of Contractor.Contractor shall be responsible for
specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the
following City requirements and restrictions regarding access to the City's Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel,
and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel,shall be prohibited from connecting personally-owned
computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third party to
utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is considered
the property of the City and is subject to applicable state regulations regarding public information
EBSCO Contract Terms and Conditions City of Fort Worth
Page 13 of 15 Rev.01/2017
First Amendment to City Secretary Contract No.46842
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any non-City
computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no
longer require Network access
6. Termination.In addition to the other rights of termination set forth herein,the City may terminate this
Agreement at any time and for any reason with or without notice,and without penalty to the City. Upon termination of
this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City
from all computing equipment used and owned by the Contractor, its officers,agents,servants,employees and/or
representatives to access the City's Network.
7. Information Security.Contractor agrees to make every reasonable effort in accordance with accepted
security practices to protect the Network credentials and access methods provided by the City from unauthorized
disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach
which could compromise the integrity of the City's Network, including but not limited to,theft of Contractor-owned
equipment that contains City-provided access software,termination or resignation of officers, agents,servants,
employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of
Network credentials.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONTRACTOR N E:
By: By:
Fernando Costa Name: o IP
Assistant City Man ger Title: �o G�Pl
Dale: 29 /7 ///I Date:
ATTE �_ RT vv EST:
By.
ity Secr
TAtl
APP VED AS TO FO M AND' `AILI (ACJ
Nam ` GL � �
Assistant ity Aftor
M&C: none required
Form 1295: Not required
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:
Title:
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
EBSCO Contract Terms and Conditions City of Fort Worth
Page 14 of 15 Rev.01/2017
First Amendment to City Secretary Contract No.46842
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Vendor:
EBSCO
P O BOX 1943
BIRMINGHAM, AL 35201-1943
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: e/;�b4 1�U,,° /P��� .fg�✓
Position „J
Signature
2. Name: -SAM MOCKS
Position: EJ(6WTW VICE rmlpwr
-55r�&�
SifTlture
3. Name:
Position:
Signature
Name:
Signature of PresidentICE0
Other Title:
Date: gZ�412
EBSCO Contract Terns and Conditions City of Fort Worth
Page 15 of 15 Rev.01/2017