HomeMy WebLinkAboutContract 41204-A1 f�fAW CITY SECRETARY I
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IVED CONTRACT N0. l
F FiECE FIRST AMENDMENT AGREEMENT TO
MAY -t NIS FORT WORTH CITY SECRETARY CONTRACT NO. 41204
CITKOF:FORT%AJTV ProQuest Ancestry Library
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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 ProQuest hereafter referred to as (the "Vendor"). All parties to this Agreement may, from time
to time, be referred to as the "Parties".
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Amendment Agreement for Ancestry Library
2. Exhibit A- Description of Service
3. Exhibit B - Permitted Uses
4. Exhibit C - Service Pricing Schedule
5. Exhibit D - Sample Contract Renewal Notice
6. Exhibit E -Verification of Signature Authority
RECITALS:
A. WHEREAS ProQuest owns and operates Ancestry Library, a database service that enables
Authorized Users to research genealogical documents by way of the Vendor website or mobile
application
B. WHEREAS Vendor wishes to sell the right to use the Service to the City subject to the terms
and conditions described in this Agreement
C. WHEREAS City desires to continue providing Library customers the right to use the Service
from the Vendor subject to the terms and conditions described in this Agreement
NOW, THEREFORE, in consideration of the provisions contained in this Agreement and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Definitions.
In addition to terms elsewhere defined in the Agreement, the following terms shall have
the meanings set forth in this Section 1 for purposes of this Agreement:
1.1. "Agreement" shall mean this Agreement by and between the Vendor and CITY
1.2. "Authorized Sites" shall mean all branches and outlets of the Fort Worth Library
1.3. "Authorized Users" shall mean Library staff and walk-in patrons while they are on-
site.
1.4. "City" shall mean the City of Fort Worth OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX 1
1.5. "Vendor" shall have the meaning set forth in the preamble to this Agreement
1.6. "Content" shall mean both the textual and graphic information that is transmitted
1.7. "Effective Date" Unless otherwise agreed to in writing by the Parties, "Effective
Date" of this Agreement shall mean the date signed by both Parties
1.8. "Library" shall mean the Fort Worth Library system
1.9. "License" shall mean a revocable permission given to an individual or entity which
allows that individual or entity the right to use or access the property of the rightful
owner or legal distributor of the property
1.10. "Licensed Content"shall mean digital files, titles, websites, and supporting material
copyrighted by the Vendor or its licensor(s) that is made available to Library
patrons under the terms of this Agreement.
1.11. "Patron" shall mean Fort Worth Library cardholders and visitors using services at
a Fort Worth Library facility
1.12. "Personal Use" shall mean use which is of a personal nature and used only by the
person who is authorized to use such media, and prohibits the sharing of said
media with the public or placing such media in the public domain. This Agreement
adopts the definitions of "personal use" as established by the Courts and U. S.
Copyright laws.
1.13. "Purchase Agreement" shall mean the right to access Vendor's Ancestry Library
service for a specified price ("Purchase Agreement Price") and expiring after a
specified length of time ("Subscription Agreement Term")
1.14. "Purchase Agreement Price" shall mean the price established for access to the
Service.
1.15. "Remote Access" shall mean access by Authorized Users to the Service content
from locations other than the Fort Worth Library's physical facilities
1.16. "Service" shall mean Ancestry Library and is related to City's ongoing access to
and use of such service via the Internet.
1.17. "Subscription Agreement Term" refers to the right to access the Vendor Service
for a limited period of time. Except as otherwise specifically agreed to in writing by
the Parties, the Subscription Agreement Term of this Agreement commences on
the Effective Date and continues in effect for one year.
1.18. "Third party" shall mean any person, business, or organization other than the
Vendor and City
1.19. "Unlimited simultaneous access" shall mean immediate, concurrent access for all
Authorized Users
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2. Responsibilities.
2.1. Vendor Responsibilities. The Parties agree that ProQuest shall have the
following responsibilities:
a) Providing Ancestry Library as described in Exhibit 2
b) Providing unlimited simultaneous access to Ancestry Library for all Library
facilities in the Fort Worth System
c) Establishing, hosting, and administering the Library's Website Portal and
mobile app to the Service
d) Providing reasonable notice of any substantial modifications of content or
services within the Service.
e) Additional responsibilities as described in Exhibit Description of Services
2.2. 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 secure network infrastructure and authentication methods that
support use of the Service
d) Restricting access to the Service to Authorized Users
3. License.
3.1. 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.
3.2. 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.
3.3. The Content and Services made available to Authorized Users are the subject of
copyright protection. Customer does not acquire any intellectual property
ownership in the Service or any associated software, systems, documentation,
content, other materials and/or improvements made thereto, including
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improvements based upon customer feedback. All such rights and interests
remain in ProQuest and its licensors.
3.4. The Library may use the Service and Content for training, reference, promotion,
other internal business purposes, and patrons' research. The City assumes no
responsibility for Authorized Users' use of the Service and Content.
3.5. Interlibrary Loan of materials retrieved from the Service is allowed subject to the
conditions described in Exhibit B Permitted Uses
3.6. Beyond 3.4 and 3.5, the City may not redistribute any material retrieved from the
Service or use the Service to create products or perform services which compete
or interfere with the copyright or other proprietary right of ProQuest or its licensors.
3.7. 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.
3.8. The City is authorized to provide 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. Remote access is
not permitted under the terms of this Agreement.
3.9. Authorized Sites may be added to or deleted from this Agreement as mutually
agreed upon by Vendor and City.
3.10. During the Initial and Renewal terms, the City will subscribe to the download
service model at the annual price described in Exhibit B.
4. Term.
This Agreement shall be effective on the 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 this Notice, a
copy of which is attached as Exhibit B 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, a copy of which is attached as Exhibit D for informational
purposes only.
5. 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 A. 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
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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.
6. Termination.
6.1. Termination for Breach. If a party breaches a material item of this Agreement and
does not cure within 30 days from written notice, the other party may immediately
terminate this Agreement in whole or as to the affected Service. If this Agreement
is terminated in whole or in part for City's breach, (a) Vendor shall disable access
to any terminated Service, (b) City shall destroy any files, information, data or
software derived from any terminated Service in its possession or control and
certify destruction upon request, and (c) Vendor reserve the right to pursue all
available legal remedies.
6.2. Remedial Action. Vendor may suspend delivery of Service if it reasonably
determines that the City's failure to comply with the License terms in Section 3 may
cause irreparable harm to its licensors under the specific circumstances. Vendor
will notify the City 30 days before suspending Service, citing specific compliance
failure. Both parties will work in good faith to remedy the compliance failure prior
to suspension, and to restore access as soon as possible if Service is suspended.
6.3. 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.
6.4. 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. In the event of termination due
to Vendor's breach of this Agreement, the Vendor shall refund to the City the
unused portion of the paid subscription fees. 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.
7. Disclosure of Conflicts and Confidential Information.
7.1. 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
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7.2. 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.
7.3. 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 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.
7.4. 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.
7.5. City and Member Usage—Limiting Access Measures. The City will be solely
responsible for authenticating which Patrons will have access to Ancestry Library
under this Agreement. The City will implement and maintain reasonable measures
to ensure that only Authorized Users are able to access Ancestry Library.
8. Right to Audit.
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Vendor agrees that the City shall, until the expiration of one (1) year 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.
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.
9. 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.
10. LIABILITY AND INDEMNIFICATION.
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, WHETHER REAL OR ASSERTED, 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, WHETHER
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REAL OR ASSERTED, 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, includina but not
limited to: proarams, 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 riahts 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 claims 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 anv
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.
(iii) Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, includina the payment of attorney's fees, any claim or action
against the City for infringement of any patent,copyright,trade mark,service
mark, trade secret, or other intellectual property right arising from Vendor's
use of the Deliverable(s), or any part thereof, in accordance with this
Agreement, it being understood that this agreement to indemnify, defend,
settle or pay shall not apply if City modifies or misuses the Deliverable(s).
So lona as Vendor bears the cost and expense of payment for claims or
actions aaainst City pursuant to this section the Vendor shall have the right
to conduct the defense of any such claims or action and all negotiations for
its settlement or compromise and to settle or compromise any such claim;
however, City shall have the riaht to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's
interest, and City agrees to cooperate with Vendor in doing so. In the event
City, for whatever reason, assumes the responsibility for payment of costs
and expense for any claim or action brought against the City of infringement
arising under this Aareement, the City shall have the sole right to conduct
the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with the City in defense of such
claim or action. City aarees to aive Vendor timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto.
Notwithstandina the foregoing, the City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify the City under this
Aareement. If the Deliverable(s), or any part thereof, is held to infringe and
the use thereof is enjoined or restrained or, if as a result of a settlement or
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compromise, such use is materially adversely restricted, Vendor shall, at its
own expense and as City's sole remedy, either: (a) procure for City the right
to continue to use the Deliverable(s); or(b) modify the Deliverable(s)to make
them/it non-infringing, provide that such modification does not materially
adversely affect City's authorized use of the Deliverable(s); or(c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent
non-infringing Deliverable(s) at no additional charge to City; or(d) if none of
the foregoing alternative is reasonable available to Vendor, terminate this
Agreement, and refund all unused amounts paid to Vendor by the City,
subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL
BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS
SET FORTH BELOW:
11. Insurance.
11.1. 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; $4million
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; $4million
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.
(a) Coverage shall include, but not be limited to, the following:
(i) Failure to prevent unauthorized access
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(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(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.
11.2. 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. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
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17. 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. 31d Street 200 Texas Street
Fort Worth TX 76102 Fort Worth TX 76102
Facsimile: 817-392-7734
TO VENDOR:
ProQuest LLC
General Counsel, Legal Department
789 East Eisenhower Parkway
Ann Arbor, MI 48106
18. 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.
19. 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.
20. 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.
21. 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.
22. Severability.
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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.
23. Force Maieure.
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.
24. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes online and shall
not be deemed part of this Agreement.
25. 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.
26. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such
amendment is set forth in a written instrument, and duly executed by an authorized representative
of each party.
27. 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.
28. 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, amendment, 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.
13
29. 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.
30. 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 6 Termination.
31. 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
6 of this Agreement.
32. 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.
33. 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.
34. Immigration Nationality Act.
14
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.
35. 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:OOAM-5:OOPM CST)with response by the Vendor within twenty-four(24) hours.
36. Downtime and Maintenance.
Vendor shall use commercially 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
except for regularly scheduled maintenance, and free from viruses and other harmful software.
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 forty-
eight (48) hours in any subscription Term.
37. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 6.2, 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
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
15
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.
38. 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.
39. 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.
40. Business with Israel
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, Contractor certifies that Contractor's
signature provides written verification to the City that Contractor. (1) does not boycott
Israel; and(2) will not boycott Israel during the term of the contract.
41. 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
16
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 hereto as 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:
CITY OF FORT WORTH: V€N^vOR
By: / gy �v �► '�-
Jr:5V5 J Cd A, Authorized Signatory Name
Assistant City Manager
Title
Date: / ` ®RDawn
F T ` Printed Name: Sr, Manager,Customer Su pport
Q: O� Date:
ATTE T• = ATTEST:
By: I F By:
ar J y e XPS
City Se y
_ M&C:RECOMMENDED BY: 11�
Marilyn Marvin Assistant Librar Director 1295295_
CONTRACT COMPLIANCE MANAGER: APER VED AS TO FORM ANDD LEGA-Li—1Y:
By signing I acknowledge that I am the person J–
responsible for the monitoring and administration By f
of this contract, including ensuring all PaigeMebane
p rmance and re ing requirements. Assistant City Attorney
5Qk,&� y
Manl n Mar n, ssistant Library Director
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
17
EXHIBIT A
DESCRIPTION OF SERVICE
During the Ancestry Library Initial and Renewal Terms, ProQuest will establish, host, and
administer the Library's Ancestry Library website. Library and Patrons will access Ancestry Library
through the website portal the Vendor maintains for the Library.
Features:
• Billions of records in census data, vital records, military records, immigration records,
directories, photos, maps, family histories, tax and legal records, and other resources
• Access to Ancestry Library will be restricted to in-house use at the Fort Worth Library's
locations:
Current Fort Worth Library locations:
o Central Library. 500 W. 3rd Street, 76102
o BOLD. 1801 N/S Freeway, 76102
o COOL. 5060 Avenue G, 76105
o Diamond Hill/Jarvis. 1300 NE 3511 St., 76106
o East Berry. 4300 East Berry St., 76105
o East Regional. 6301 Bridge St., 76112
o eSkills. 2800 Stark St., 76112
o Northside. 601 Park St., 76164
o Northwest. 6228 Crystal Lake Dr., 76179
o Ridglea. 3628 Bernie Anderson Dr., 76116
o Riverside. 2913 Yucca Ave., 76111
o Seminary South. 501 East Bolt St., 76110
o Shamblee. 1062 Evans Ave., 46104
o Southwest Regional. 4001 Library Ln., 76109
o Wedgwood. 3816 Kimberly Ln., 76133
• Additional locations may be added as new facilities are added to the Fort Worth Library
system
Authentication
Vendor will provide in-house authentication through Library supplied Internet Protocol (IP)
addresses. The Library's use of proxy servers is permitted as long as any proxy server IP address
limits access to Authorized Users.
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
Dig itaILibra ry@fortworthtexas.�, within the first five (5) days of each calendar month.
18
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.
19
EXHIBIT B
PERMITTED USES
1. Online Research Services. Services designed to facilitate online research may be used
for Customer's internal research or educational purposes as outlined below provided
that doing so does not violate an express provision of this Agreement:
a) Research and Analysis. Customer and its Authorized Users are permitted to
display and use reasonable portions of information contained in the Service for
educational or research purposes, including illustration, explanation, example,
comment, criticism, teaching, or analysis.
b) Digital and Print Copies. Customer and its Authorized Users may download or
create printouts of a reasonable portion of articles or other works represented in the
Service (i) for its own internal or personal use as allowed under the doctrines of "fair
use" and "fair dealing"; (ii) when required by law for use in legal proceedings or (iii) to
furnish such information to a third party for the purpose of, or in anticipation of,
regulatory approval or purpose provided that the recipient is advised that the copies
are not for redistribution. All downloading, printing and/or electronic storage of
materials retrieved through the Service must be retrieved directly from the on-line
system for each and every print or digital copy.
c) Electronic Reserves, Coursepacks, and Intranet Use. Provided that Customer does not
circumvent any features or functionality of the Service, Customer may include durable
links to articles or other works (or portions thereof) contained in the Service in electronic
reserves systems, online course packs and/or intranet sites so long as access to such
materials are limited to Authorized Users.
d) Fair Use/Fair Dealing. Customer and its Authorized Users may use the materials
contained within the Service consistent with the doctrines of "fair use" or "fair dealing"
as defined under the laws of the United States or England, respectively.
e) Academic Institutions, Schools, and Public Libraries. If Customer is an academic
institution, school, or public library:
i. Interlibrary Loan (ILL). Library Customer may loan digital or print copies of
materials retrieved from the Service to other libraries, provided that (i) loans
are not done in a manner or magnitude that would replace the receiving
library's own subscription to the Service or purchase of the underlying work
(e.g., newspaper, magazine, book), (ii) Customer complies with any special
terms governing specific content or licensors as described in this Agreement,
(iii) with respect to ebooks, copying is limited to small portions of a book, and
(iv) Customer complies with all laws and regulations regarding ILL.
ii. Scholarly Sharing. Customer and its Authorized Users may provide to a
third party colleague minimal, insubstantial amounts of materials retrieved
from the Service for personal use or scholarly, educational research use in
hard copy or electronically, provided that in no case is any such sharing done
in a manner or magnitude as to act as a replacement for the recipient's or
recipient educational institution's own subscription to either the Service or the
purchase of the underlying work.
2. All Streaming Video and Audio Products. Audio and Video files are delivered to Customer
and its Authorized Users via streaming service over the Internet. Customer and its
20
Authorized Users shall not download or otherwise copy the streaming videos or audio
contained in the Service. In the case of content that can potentially be publicly
performed, Customer must secure permission from ProQuest's Licensor and/or the
copyright holder for any public performance other than reasonable classroom and
educational uses.
3. MARC Records. MARC records may be placed in Customer's online public access
catalog (OPAC) or shared online catalog (e.g., WorldCat) unless otherwise specified on
the Order Form with respect to a particular Service.
4. Scholar/Researcher Profiles. The data contained within scholar profiles are for use in
facilitating research and collaboration amongst colleagues. Neither Customer nor its
Authorized Users may export or otherwise exploit the scholar profiles for mass mailings
or similar marketing purposes.
5. Electronic Resource Discovery, Access, and Management. For electronic resource
discovery (e.g., Summon, 360 Link), access and/or management services, the Customer
reserves all right, title and interest in all Customer specific data it contributes to the
Service (which may include but is not limited to Customer created metadata,
bibliographic information, holdings and circulation data) and grants ProQuest permission
to use such data in raw form for the limited purpose of operating and improving the
Service and such information may only be provided to third parties in aggregate form.
Raw usage data containing information relating to the identity of specific users shall not
be provided to any third party without Customer's permission. Provided that such access,
use, and/or sharing does not violate an express provision of this Agreement, Customer
and its Authorized Users are permitted to: (a) access the Service and information derived
from the Service in order to discover, manage and provide access to library resources
owned or licensed by Customer, (b) create, store and retain any reports and lists
delivered by the Service, (c) share data about Customer's own library holdings that is
retrieved from such Service with third party applications, so long as prior written notice is
provided to ProQuest and all pricing information is kept confidential to the fullest extent
permitted by applicable law; and (d) display metadata, bibliographic and holdings
information in the library catalog available on Customer's library website.
6. Library Catalog Enrichment Service. For library catalog enrichment Services (e.g.,
Syndetics), Customer may use the enrichment elements for the sole purpose of
augmenting Customer's own library OPAC or website. Customer may not convert Service
metadata records into MARC format, nor distribute or display the enrichment elements in
any third party applications, catalogs or websites.
7. Purchased Content. For perpetual archive licenses ("PAL") (as specified on the ProQuest
Websites or Order Form), Customer pays a one-time fee for a perpetual license to the
designated materials (the "Purchased Content"), and an annual "Continuing Service
Fee."
a) Perpetual License. The License to Purchased Content and any updates Customer
receives is perpetual, and may only be revoked if Customer materially breaches this
Agreement, or if the licensed materials contain errors or could be subject to an
infringement or other adverse claim by a third party.
b) Continuing Services. In consideration of the Continuing Service Fee, ProQuest will
provide Customer and its Authorized Users with online access to the Purchased
Content, plus any included updates, on a proprietary platform designed to enhance
the research experience (a "ProQuest Platform"). ProQuest will maintain systems and
21
technology that help Customer comply with use restrictions and security standards
required by ProQuest's licensors.
c) File Delivery. If Customer loses the ability to access its Purchased Content online
through ProQuest (e.g., if ProQuest discontinues online access services), or if the
Purchased Content is otherwise eligible for local loading, Customer may obtain digital
copies upon certifying that it will secure and restrict use of the Purchased Content as
contemplated under this Agreement, using systems and technology at least as
protective as ProQuest's. In the case of Audio, any local access must be restricted by
DRM and be limited to one (1) simultaneous user (unless the Customer tracks the
necessary playbacks and makes all royalty payments to copyright holders for
mechanical and performance rights). All use of the materials delivered continue to be
subject to this Agreement. File transfer costs, if any, are Customer's responsibility.
d) Locally Loaded Purchased Content - Data Mining. Subject to any content-specific
restrictions, Customer and its Authorized Users may extract and compile data from
locally-loaded copies of the Purchased Content solely for Customer's teaching,
learning, and research purposes.
8. Acquisition Models. For certain Services, Customer may elect to have user activity trigger
the purchase of content. Purchase preferences and Service eligibility for these models are
described on the ProQuest Websites. Examples of these types of purchase models include
Patron Driven Acquisition (PDA), Demand Driven Acquisition (DDA), Evidenced Based
Acquisition, Access-To-Own (ATO), and Build By Choice.
9. Anal ics. Some Services contain library collection analysis capabilities related to library
holdings, or functionality that allows Authorized Users to create reports, lists, or alerts.
Customer and Authorized Users may create, download, store and retain any such analytics
or lists delivered by the Service. ProQuest may use library holdings and other information in
the Service for comparison and metrics purposes and in order to better understand the
customers' needs.
10. Restrictions. Except as expressly permitted above, Customer and its Authorized Users
shall not:
a) Translate, reverse engineer, disassemble, decompile, discover, or modify
ProQuest's software;
b) Remove any copyright and other proprietary notices placed upon the Service or
any materials retrieved from the Service by ProQuest or its licensors;
c) Circumvent any use limitation or protection device contained in or placed upon the
Service or any materials retrieved from the Service;
d) Perform penetration tests or use the Service to execute denial of service attacks;
e) Perform automated searches against ProQuest's systems (except for non-
burdensome federated search services), including automated "bots," link checkers
or other scripts;
f) Provide access to or use of the Services by or for the benefit of any unauthorized
school, library, organization, or user;
g) Publish, broadcast, sell, use or provide access to the Service or any materials
retrieved from the Service in any manner that will infringe the copyright or other
proprietary rights of ProQuest or its licensors;
h) Use the Service to create products or perform services which compete or interfere
with those of ProQuest or its licensors;
i) Text mine, data mine or harvest metadata from the Service;
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j) Communicate or redistribute materials retrieved from the Service; or
k) Download all or parts of the Service in a systematic or regular manner or so as to
create a collection of materials comprising all or a material subset of the Service,
in any form.
1) Store any information on the Service that violates applicable law or the rights of
any third party.
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EXHIBIT C
SERVICE PRICING SCHEDULE
Subscription 10/1/2017—9/30/2018 $5,620.00
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%.
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EXHIBIT D
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 http:'ifortworthtexas.gov purchasing to insure that your company information is
correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice,please contact me at the telephone number listed
below.
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
Signature
CITY OF FORT WORTH: ATTEST:
Fernando Costa,Assistant City Manager Mary J. Kayser,City Secretary
Date: M&C No N/A
RECOMMENDED BY:
[name],Assistant Library Director
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
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EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Vendor
Legal Address:
Service(s) to be provided:
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: Dawn Branham
Position: sr.Manager,Customer Support
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
26