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Home My WebLink AboutContract 35211 (2)��. ��iiY �ECRETi�RY � G' '_,t�f�!�"�l�,C;`� �� ' �� _. LiC�NSE AGR�EMiNT "�ffective Date": April 15, 2007 'This License Agreement (the "Agreement") is entered into on the �ffective Date between the folfowing parties: ReferenceUSA Division Phone: 80Q-808-1113 Fax: 402-596-7688 infotJSA provides access to its database(s) through its refecence website and research products. The data accessed via the referenoe website and research products shall be considered "Licensed Data" hereunder. The Licensed Data, reference website and research products are collectively the "Products". Client desires that infoLiSA provide Clicnt with access to the Products as set forth herein, on the terms and conditions desoribed in this Agreement. infoUSA and Client agree as follows: 1. Term: The term of this Agreement shall begin on the Effective Date a��d shall extend for one (1) year (the "Tnitial Term"), unless extended or earlier terminated in accordance ivith the Agreement, This Agreement shall automatically extend for additional periods of one (1) year eacli (a "ttenewa] Term") foilowing the conclusion of the Tnitiai Term and eacli Renewa( Term, if any, thereaiier, unless terminated prior to such exCension. lf either party does not want the Agreement to automaticatly extend at the conclusion of a term, then such party shall give tha othar paMy written notice to that effect not less than thirty (30) days be£ore the expiration of the existing term. 2. License and Use of the Products: infoUSA grants Client a limited, non-exclusive, i�on-transferable license to use the Products for resaarch and reference purposes in accordance with all applicable federat, state and loca! laws, statutes, rules, regulations and ordinances ("Laws"). Client and any users who are authorized under the terms of this Agreement ("Users") are expressly prohibited from (i) sublicensing or reselling the Products; (ii} using or allowing third parties to use the Products for the purpose of campiling, enhancing, verifying, supplementing, adding to or deleting from any mailing list, $eographic or trade directories, business directories, classified directories, classified advertising, oe other compilation of information which is sold, rented, pub(ished, furnished or in any manner provided to a third party; (iii) using the T'roducts in any manner not speeificatly authorized in this Agreement or offering it througti any third party; (iv) disassembling, decompiling, reverse engineering, modifying or otheitivise altering the Products or any part thereof; or (v) printing, downloading, reproducing, copying or scraping data from the Praducts, except as permitted by the printing or downioading commands of the Products as specified on Schedule A. Client acknowledges that the Products may be accessed through linlcage to fhe infoUSA's reference web site, and that all Users accessing the reference website do so subject to the terms and conditions stated therein. infoUSA reserves the right to ntodify the terms and conditions located on the reference website at any time, 3. Networking, Multiple and/or Simultaneous Use: The Products cannot be loaded onto a server that reaches oatside the walls of the immediate room or research facility of Client, If networkiqg, multiple or simultaneous use is authorized on Schedule A, Client wil! pay additiona] fees for each additional User. If additional Users are added, Client wi]! provide written notice to infoUSA and will pay infoUSA additional fees based on the number of additional Users within thirty (30) days. A, rees. Client shall pay Vendor the non-refundable annua( subscription fees ("Fees") listed in Schedule A attached hereto, For any Renewal Term, Client shall pay the rees listed in Schedule A to infoUSA within thit�ty (30) days of the anniversary of the Effective Date of each Renewal Term. The Fees due for Tienewal Terrns are subject to change. 5. Terminafion: Either party may terminate the Agreement if the other party materially breaches any term or condition of the Agreement and faiis to remedy such breach within thirty (30) days after written notice of such breach; or becomes subject to any receivership, insolvency, bankruptcy, moratorium or similar proceeding for more than thirty (30) days. infoUSA may immediately terminate this Agreement if Licensee causes or facilitates any unauthorized use or distribution of the infoUSA Data. iJpon termination of this Agreement for any reason Licensee shatl cease any and all use of the Products and ensure ihat all copies of the Products and any related data and information is deleted from its computers and, if applicable, returned to infoUSA no later than five (5) days after termination of this Agreement. Client may terminate this agreement upon thirry (30) days writ#�n notice if Client's City Council fails to appropriate sufficient funds to pay any fees hereunder. 6. Responsibilities: Client agrees and wurants that it will use the Products in strict acknowledges that it is CliesiYs sole responsibility to determine the applicabiliry of such Laws. arising out of or relating to Client's use of the Products due to Client's negligence or willful performance of Client's obligations under this Agreement and any elaims related to Client's u; compliance with al1 appticable Laws a�id £urther Client shall be responsible for any direct dama$es misconduct of Client or its representatives in the � of the Products in violat�or� of the terms of this -� a �; ' � � c Sf'��:J�:'�.I- :`':SV�J.1.�. � `�J��' ��-�`1'�s��"'1� � � � • � �;,! :n. � � �„�,�,I,r Q � �1�� r��:��✓�J�UI�q U�G�:, Agreement or applicable laws, infoUSA shall indemnify, defend, and hold harmtess Client from a�id against any and al[ Damages, to the extent such Damages arise out of or relate to the following: (a) the gross negligence or willful misconduct of infoUSA or its representatives in the performance of infoUSA's obligations under this Agreement; or (b) any claims that Client has violated or infringed the intcl[ectual property rights of any third party in the use of any Product provided to Client onder this Agreement or in the use of any Product as permitted by this Agreement. InfoUSA agrees to defend, settle, or pay, at its own cost and expense, any c[aim or action against Client for infringement of any patent, copyrighf, trade secret, or similar property right arising from C1ienYs use of the Products in accordance with this agreement. Tnfo.USA shail have the sole right to conduct the defense of any such claim or action and alJ negotiations for its settlement or compromise and to settle or compromise any such claim, and Client agrees to cooperate with it in doing so. ClienY agrees to give InfoUSA timely written notice of any such claim or action, with copies of all papers Client may receive relating thereto. Tfthe Products or any part thereof are held to infrin�e and the use thereof is enjoined or restrained or, if as a resulc of a settlement or comprornise, such use is materially adversely restricted, InfoUSA shall, at its own expense and as Client's sole remedy, either: (a} procure for Client the right to continue to use the Products; or (b) modify the Prodacts to make them non-infringing, provided that such modification does not materially adversely affect C[ient's authorized use of the Products; or (c) replace the Praducts with equally suitable, compatible, and functionaily equivalent non-infringing products at no additional charge to Client; or {d) if none of the foregoing alternatives is reasonably available to TnfoUSA, terminate this agreement and refund to Client the payments actually made to InfoUSA under this agreement. 7. WarrAnty; I.imitation of Liabitity. Neither infoClSA nor any of its information or service providers assures or warrants or assumes any liability for the correctness, comprehensiveness or com�leteness of any Product. The Products are provided on an "AS IS" basis. INFOUSA MAIGES NO REPR�S�NTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO CLIENT OR TO ANY THIRb PARTY, TNCLUDINQ, WITHOUT LIMITATION, ANY WARRANTIES REG.ARI7ING THE MERCHANTABILITY, SiJITABILITY, QUALITY, FITNESS FOR A PARTICULAR PLiRPOS� OR OTHBRWISE, OR RESULTS TO BE DERIVED FROM THE USE OF ANY I,ICENSBD DATA,.PI20AUCTS, SOFTWARE OR OTHER MATBRTALS PROVIDED UNDER THIS AGREEMENT, NEITHER INFOUSA NOR TTS SUPPLIERS S�iALL BE, LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMI'�,ARY, CONSEQUENTTAL OR PUNI"I'IV� DAMAGES OR "COSTS OF COVER° (INCLUDING, WITT30iJT LIMITATION, COSTS OF k'ROCUZtING SUBSTITUTE PRODUCTS) WHICH ARTSE OUT OF THE PURCHASE, SALE AND/Olt USE OF TH� PRODUCTS, INCLUDING, WITHOUT LIMITAT'ION, ANY OF S(7CH T)AMAGES ARISING OUT OF OR IN CONNECTION WITH MISTAK.ES, OMISSIONS, TNT�RRUPTIONS, D�LAYS, ERRORS, DEFECTS, LOSS OP' T�ATA, LOSS OP PROFTTS, LOSS OF BCJSINESS OR ANTTCIPAT012X PROFTTS, WHETI-lER SUCH DAMAGES ARE ASSERT�D IN AN ACTION BROUGHT IN CONTRACT, IN TORT OR PURSUANT TO SOME OTi-lER THEORX AND WH�THER THE POSSIBILITY OF SUGH DAMAGES WAS MADE KNOWN OR WAS FORESEEABLE. Client fu��ther acknow(edges that, except as a result of infoUSA's gross negtigence or willful misconduct, infoUSA's maximum aggregate liability ro CJient under any legal theory (including negligence) for damages arising directly or indirectty out of the licenses granted herein and/or use of the i'roducts will not in any event exceed an arr�ount equal to the Fees actually paid by Client hereun�ler. 8. Governing LAw. The validity and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska cvithout regard to its conflict of laws rules. All [egal proceedings relating to the subject matter of this Agreement shall be maintained in the state or federal courts sitting in Douglas County, Nebraska and each party agrees that jurisdiction and venue for any such legal proceedings shal! Jie exclusively with such courts. Not�vithstanding tl�e foregoing, infol7SA acknowledges that governmenfal entities are governed by the laws of the stute in which they are organized. As such infoUSA waives enforceinei►t of the portion of tliis Agreement which requires the use of 1�Iebraska law and Nebraska courts, where Client is a governmental enfity. 9. Intellectual Property 1Zights. infoUSA shall be the sole and exclusive owner of all right, title and interest in and to the Products, �xcept for the Iimited license granted to Client hereunder, nothing in this Agreement shall be deemed to grant license rights, ownership rights or any other itatelleetuat property rights in any materials owned by infoUSA. 1p. Assigntnent and Binding Effec� Client may not assign this Agreetnent without prior written consent of infoUSA. This Agreement sha[1 be binding upon and shatl bene#"it the parties and their respective successors and permitted assigns. il. Non-Solicitation. During the term of this Agreement and £or twelve (12) months therea8er Vendor and Client shal! not directly or indirectly solicit for employment any person employed then or within khe preceding tweive (12) months by the other party, without the other party's consent in writing, The foregoing prohibition does not include general pubtic solicitations for employment. 12. Nottces. Any notices to be given hereunder, including any notice of a change of address, shall be in writing and shall be deemed validly given if (a) delivered personally; (b) sent by ovemight or second day express delivery service; or (c) sent by registered or cartified mail, postage prepaid, return receipt requested and addressed to such party at the address indicated far such party on the first page of this Agreement or at such other address as a party may indicate in a written notiee to the other party, 13. General. No amendment of this Agreement shali be valid unless it is in writing and signed by both parties. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party making the waiver. Any waiver of a breach or observance of any provision of this Agreament slial] not be construed as a waiver of any subsequent breach. The provisions of Sections 3, 6, 7, 8, 9 and T 1 shalt survive any expiration or termination of this Agreement. IP any provision of this Agreament shall be determined by any court of competent jurisdiction to be invalid or unenforceable, sueh invatidity or unenforceability shall not affeet 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 cany out as neazly as possible the parties' original intent. 14. Entire Agreement. This Agreeznent constitutes the entire agreetnent between the parties regarding the subject matter hereof and supersedes any prior agreements between the parties regarding such subject matter. 2 IN WITNESS HBREOr, the parties' duly authorized representatives have executed this Agreement on the Effective Date. Gity of Fort h/ Fort Worth Public Library, CT.I�NT infoUSA, VENDOR � '��----� �`� :'' Si nature: �� " � "''� Signatu e: g Name: [�%��-j G(J}��Svt_ Name: ��'�1\�.� ' '-`?—�,` `—°� Title: }�S S/ S�'pI'1 �' l, I'f'V �'I Av1 Cl C1�✓� Title: �^�� — Date: / ' � � � � Date: �^��^� \ ..._.. F ._:`:,f � . ,.� _ _ . � ,__ ._ _.. ..s ... , ._.._: I{�,�r�- .,f,rL : i �:!� °� rt:'�e � ., . "k � �e�� _ �.' /0 5'�'..�-- E , { . ; �� . _ _. ._ � �� , _ � . 3— 6 --0 7 �.��,� c; , ; . . .. _ . . ... . .... .. . . . .,. :Yc.; n ._.�_,_. . . . . _ . . - . _ - .,_ _ _- •G`// /^` ^ \�' _ , 1 _'. -- -.._ . � � \ �_�,��_f!.��.�� .._._, . - . �._;%s�,'Se�rY;.. , ; �� -.� ,;, - � i ; ,�rf�1;�, .:l 1:5��'u.�.� , , �. ;-,��,^p�"'7i�q. � .:;i l'� �'s�l;ltf!� ti.° �;1 : t.. S� �� I�� •��`.�;:i�:!�.U�fi� ��G � SCHEAU�E A AYITHORIZEA TJSE & SPECIAL TERMS ACCOUNT/BILLING PHONE NUMBER: 81?-8'11-7735 CLIENT NAME: k'ort Worth Pub[ie Library INTTIAL TERM: one (1) year beginning on April 15, 2007 and expiring on April 14, 2008. Client agrees to purchase the Products selected below during the Initial Term of the Agreement, In consideration for the Products Ctient shall pay infoiJSA an annual Fee of $2'7,100 within thirty (30) days of the Effective Date. The Fees due for Renewal Terms are subject ta change. If the Fees for a Renewal Term will change from the Initial Term or a previous itenewal Term (if appiicable) infoUSA witl provide Client with notice of such change. Purchase Order Number (where applicable): . Authorized '[Jse: Subject to the terms and conditions of ihe Agreeznent, ClienYs subscription includes access to the fotlowing Products: Technical support and staff training (on-site or via conference cal]) are included in ClienPs subscription and are available upon C]ienYs request. *Remote Access for public libraries is for patrons' personal non-commercial use only. Account Aecess llescription & Special Terms (if applicable}: , Upon renewa] in 20�8 Fort Worth Public Library will have a maximurn annual increase of 3% for the referenceiJSA database "as is". ❑ infoUSA does have your tax-exempt certificate on file; thus, no taxes wilJ apply. ❑ If Client is tax exempt, please fax tax exempt certifcate to (402) 596-7688. Cify of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 3/6/2007 DATE: Tuesday, March 06, 2007 LOG NAME: 13P07-0039 REFERENCE NO.: **P-10542 SUBJECT: Authorize Purchase Agreements with Multiple Vendors for Library Materials and Services for the Library Department RECOMMENDATION: It is recommended that the City Council: 1. Authorize purchase agreements for library materials and services from multiple vendors for the Library Department; and 2. Authorize these agreements to begin March 6, 2007 and expire March 5, 2008, with options to renew for four successive one-year periods. DISCUSSION: The Library Department will use these agreements to purchase books, audiovisual materials and online databases from vendors holding exclusive copyrights or sole distribution rights to the products they distribute. The Library Department will also use these agreements to establish a list of secondary vendors that can provide materials not available from existing contracted vendors. No guarantee has been made that a specific amount of goods and services will be purchased. The Library Department expects to spend approximately $673,000 on purchases from the vendors listed below. Texas Local Government Code, Section 252.022(a)(7)(A) and Section 252.022(a)(7)(E) exempts these purchases from competitive bidding and competitive proposal requirements due to copyright and exclusive distribution rights. EXCLUSIVE RIGHTS AND SOLE SOURCE VENDORS: VENDOR BBC Audio Books Ebsco Online Info USA Learning Express Newsbank OCLC Overdrive Proquest Random House Recorded Books Standard & Poors DESCRIPTION Audio Books Online databases Online Databases Online Databases Online Newspapers Vietnamese language materials Electronic books Online databases & microfilm Audio books Audio books Business reference materials ESTIMATED EXPENDITURE $30,000.00 $25,000.00 $28,000.00 $25,000.00 $80,000.00 $40,000.00 $25,000.00 $45,000.00 $40,000.00 $60,000.00 $25,000.00 Logname: 13P07-0039 Page 1 of 2 Thomson Gale Reference books & online services World Book Reference materials Estimated Total SECONDARY VENDORS: VENDOR DESCRIPTION Amazon.com Books & audiovisual materials Ingram Library Services Books & audiovisual materials Midwest Tape Audiovisual materials Scholastic Reference books Estimated Total $50,000.00 $30,000.00 $503,000.00 ESTIMATED EXPENDITURES $30,000.00 $75,000.00 $25, 000.00 $40,000.00 $170,000.00 M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. RENEWAL OPTIONS - This agreement may be renewed for up to four additional one-year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current operating budget, as appropriated, of the General Fund. BQN\\ TO Fund/Account/Centers Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: FROM Fund/Account/Centers Karen Montgomery (6222) Richard Zavala (Acting) (8313) Jack Dale (8357) Logname: 13P07-0039 Page 2 of 2