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Home My WebLink AboutContract 41817 (2)CITY SECRETARY CONTRACTNO±\ �g �� AGREEMENT THIS AGREEMENT (herein so called) is made and entered into effective June 1, 2011 by and between North Texas Regional Library System ("Library System") and Fort Worth Public Library ("Library"). Library System and Library are sometimes hereinafter collectively referred to as the "Parties". INTRODUCTORY PROVISIONS WHEREAS, Library System has the opportunity to enter into an Agreement for Services (the "Contract") between Library System and LearningExpress, LLC ("LearningExpress"), whereby Library System would acquire a subscription for the use, by Library and other participating libraries, of the LearningExpress online database ("Licensed Services"). A draft form of the Contract is attached hereto as Exhibit "A"; and WHEREAS, the Licensed Services are being offered to Library System's member libraries under the Contract at a rate discounted from LearningExpress' standard single -library pricing; and WHEREAS, Library System is willing to enter into the Contract for the benefit of Library and other participating libraries, conditioned upon, among other things, Library' s agreement to pay the funds set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, in the event Library System enters into the Contract, the Parties agree as follows: 1. Library agrees to pay Library System the amount of $19,595.00, in reimbursement of Library's share of Learning Express' fee for the Licensed Services for the term of the Contract. Library System shall remit that amount to LearningExpress. Such payment shall be due and payable upon receipt of an invoice for such amount from Library System. Payment shall be made to the address set forth at the end of this Agreement for Library System. 2. Library stipulates and agrees that (i) Library System is entering into the Contract solely to facilitate better pricing to the Library for the Licensed Services, (ii) Library shall receive the Licensed Services directly from LearningExpress in accordance with the terms of the Contract, save and except the indemnity provision in Paragraph 8, (iii) Library System shall have no liability to Library for the performance of such Licensed Services and Library shall pursue any claims in connection with such Licensed Services directly from LearningExpress, and (iv) Library shall not violate any terms and conditions of the Contract with respect to, without limitation, proprietary rights, and will promptly notify Library System in the event of any known violation of the Contract by LearningExpress, Library or its patrons. Library shall release Libr, << tem from any liability in connection with Library's breach of this Agreement. Libr • - sly does t: T assume Library System's obligation to indemnify LearningExpress and r ' ara MOB TARY�� • ntract. CI SECRR Ft WORTH, TX • 1 sistant City Manager NORTH TEXAS REGIONAL LIBRARY SYSTEM By: WM'Pt 3. This agreement shall not extend past the expiration date of the Contract, unless extended by an agreement in writing executed by both Library System and Library. 4. Each of the signatories to this Agreement has full right and authority to execute and deliver this Agreement. This Agreement has been duly authorized, executed and delivered by each Party, and their respective obligations hereunder are not in contravention of any law, agreement or restriction to which either Party is subject. EXECUTED to be effective on the date first written above. Fort Worth Public Library APpRolrr ame: Susan Alanis F - Adam Wright, lExecutive Director Attested by: Marty Hendrix, E` NO M&C REQUIRED UIRED I OFF1CPAL RECORD CiTY SECRETAPY NORTH, ITK Address and Telephone: 500 W. 3rd St. Fort Worth, TX 76102 6320 Southwest Blvd., Suite 101 Fort Worth, Texas 76109 (817) 377-4440 ,-,mastins,„ F94Ma t000pdo oci. 0Q % _ o 0 oato 0 ot 8 00 qttri tXAS tic)r<1# opa00000°° d 2 lJMAiV,EXpRIM * AGREEMENT FOR SERVICES THIS CONTRACT dated May 5, 2011 is between the North Texas Regional Library, as "Library", located at 6320 Southwest Blvd. Fort Worth, TX 76109 and LearningExpress, LLC, as "Contractor," located at 2 Rector Street, 26th Floor, New York, NY 10006. The parties agree as follows: PERFORMANCE. The Contractor shall provide the Library and its member libraries listed on Exhibit "A' attached hereto and incorporated herein by reference, with the following services: A subscription to our online database, LearningExpress Library, which includes unlimited access to our test and product offerings, per the Contractor's invoice, a copy of which is attached hereto and incorporated herein by reference as Exhibit "B". 2. CONTRACT TERM. The term of the contract shall be: June 1, 2011 May 31, 2012. 3. COMPENSATION. The Library shall pay the Contractor as full compensation for everything furnished and done under this contract, total fees of $52,389. 4. PAYMENT. Payment will be made within 30 days after receipt of the Contractor's invoice. 5. COMPLIANCE WITH LAWS. Each party shall comply with all applicable federal, state, and local laws and regulations. ASSIGNMENTS. This contract is binding on the parties and their heirs, successors, and assigns Neither party may assign, transfer nor subcontract its' interest, in whole or in part, without the other party's prior written consent. 7. AMENDMENTS. This contract may be amended at any time by mutual written agreement. 8. LIABILITY. With respect to the performance under this contract, the Contractor is an independent contractor and the Contractor, its officers, employees, agents or subcontractors shall not be considered to be employees or agents of the Library. The Contractor and the Library shall indemnify and hold each other harmless from any loss, liability, damage, death or injury to any person or property, from any negligent or wrongful act or omission of each party, its agents, or employees, arising directly or indirectly as a consequence of this contract. SEVERABILITY In the event any provision of this contract should become invalid, the rest of the contract shall remain in full force and effect. 10. STANDARD OF PERFORMANCE. The silence or omission in the contract regarding any detail required for the proper performance of the work, means that the Contractor shall perform the best general practice and that only material and workmanship of the best quality are to be used. 11. WARRANTY OF ORIGINALITY. The Contractor warrants that all material produced by the Contractor and delivered to the Library and the member libraries listed on Exhibit "A" hereunder (the `Content') shall be original except for such portion as is included with permission of the copyright owners thereof, that it shall contain no libelous or unlawful statements or materials, and will not infringe upon any copyright trademark, patent statutory, or other proprietary rights of others, and that it will hold harmless the Library Agreement for Services Page 1 of 2 and the member libraries listed on Exhibit "A" from any costs, expenses, and damages resulting from any breach of this warranty. Furthermore, all content shall remain the property of Contractor or third parties who have granted Contractor the right to distribute such Content. 12. NONDISCRIMINATION. During the performance of this contract, the Contractor and its subcontractors shall not discriminate on the basis of race, color, sex, religion, national o rigin, creed, age or the presence of any sensory, mental or physical handicap in e mployment or application for employment or in the administration or delivery of services or any other benefits under the contract. 13. ENTIRE AGREEMENT. This Agreement supersedes any all other agreements or u nderstandings, either oral or written, between the parties and contains all the terms and conditions agreed upon by the parties. 14. INDEPENDENCE OF PARTIES. This Agreement shall not create any agency, partnership, association, or joint venture between the parties. Neither party shall have any right or authority to create any obligation or responsibility, express or implied on behalf of or in the name of the other party, or to bind the other party contractually in any manner whatsoever. SIGNED on May 5, 2011 By N orth Texas Regional Library System By LearningExpres, L_C )74/2 C(„, N ame.. Kheil McIntyre Title: Chief Operating Officer and CFO Federal Tax I.D. No. 13-3831435 Agreement for Services Page 2 of 2 and the member libraries listed on Exhibit "A" from any costs, expenses, and damages resulting from any breach of this warranty. Furthermore, all content shali remain the property of Contractor or third parties who have granted Contractor the right to distribute such Content. 12. NONDISCRIMINATION. During the performance of this contract, the Contractor and its subcontractors shall not discriminate on the basis of race, color, sex, religion, national o rigin, creed, age or the presence of any sensory, mental or physical handicap in e mployment or application for employment or in the administration c- delivery of services or any other benefits under the contract. 13. ENTIRE AGREEMENT. This Agreement supersedes any all other agreements or u nderstandings, either oral or written, between the parties and contains z l' the terms and conditions agreed upon by the parties. 14. INDEPENDENCE OF PARTIES. This Agreement shall not create any agency. partnership, association, or joint venture between the parties. Neither party shall have 3.1y right or authority to create any obligation or responsibility, express or Implied on behalf of or in the name of the other party, or to bind the other party contractually In manner whatsoever. SIGNED on May 5, 2011 N orth Texas Regional Library System By N ame.. Khell McIntyre Title: Chief Operating Officer and CFO Federal Tax I.D. No. 13-3831435 Agreement for Services Page 2 of 2 Agreement for Services — LearningExpress, LLC Exhibit A Arlington Public Library System Aubrey Area Library Bedford Public Library Burleson Public Library Colleyville Public Library Crowley Public Library Fort Worth Public Library Hurst Public Library Keller Public Library Lake Cities Library North Richland Hills Public Library Olney Community Library and Arts Center Watauga Public Library Wichita Falls Public Library