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HomeMy WebLinkAboutContract 43222 (2)AGREEMENT Cry SECRETARY ,,,.�. CONTRACT Ma AGRFEMENT made April 30, 2012 by and between The Fort Worth Library ("LIBRARY"), and JOBVIEW, LLC, a Minnesota limited liability company ("JOBVIEW"). WITNESSETH: A. Whereas, JOBVIEW owns and operates an interactive multimedia software and touchscreen JobVie R Terminal service that enables job -seekers to search and apply for jobs at no cost to the job seeker B Whereas, JOBVIEW AND LIBRARY desire to enter into this Agreement to place such software within LIBRARY locations pursuant to the provisions of the Agreement. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements, covenants, and conditions set forth hereinafter, and 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 this Agreement, the following term 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 JOBVIEW and LIBRARY. 1.2 "Parties" shall mean JOBVIEW and LIBRARY. 1.3 "JOBVIEW" shall have the meaning set forth in the preamble to this Agreement. 1.4 "LIBRARY" shall mean Fort Worth Library facility (16 locations ) at which JobView R service may or will be located. 05-16-12 PO4:02 IN 1 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 2. RESPONSIBILITIES 2.1 JOBVIEW Responsibilities. The Parties agree that JOBVIEW shall have the following responsibilities: (a) Gathering statistics on usage and organizing this information into useful evaluation measurements and providing to staff each month. 2.2 LIBRARY Responsibilities The Parties agree that LIBRARY shall have the following responsibilities: (a) Providing JOBVIEW with a $9,900 annual fee for the workstation version of the Jobview service for 16 LIBRARY locations in the Fort Worth System. LIBRARY can place the Jobview service on an unlimited number of public workstations in each LIBRARY location. (b) Informing JOBVIEW of any suggested modification, variation or improvement to JobViewR Software, and operating procedures. (c) Participating with JOBVIEW in evaluating the success of the service. 3 TERM;TERMINATION 3.1 Term. This AGREEMENT shall be effective May 1, 2012 and, unless sooner terminated as provided herein, shall expire one (1) year thereafter. 3.2 Termination without cause. Upon thirty (30) days prior written notice either party may terminate this Agreement, with or without cause, at any time during the term hereof. 4. MISCELLANEOUS 4.1 Notices. All notices, requests, consents and other communications to be required or permitted under this Agreement shall be in writing and delivered personally, or sent by registered or certified mail or nationally recognized overnight carrier, postage prepaid, or by facsimile transmission, to the address set forth below, or to such other address set forth in a notice given in the manner herein provided. If to JOBVIEW• Jobview LLC Mr Robert Bro 13961 W. Preserve Blvd. Burnsville, MN 55337 Facsimile No: (952) 465-3844 2 If to LIBRARY: Fort Worth Library Ms. Amy Bledsoe 500 West 3rd Street Fort Worth, TX 761102 Facsimile No: (817) 871-7729 All notices, requests, information or other communications shall be deemed to have been given (i) when delivered if personally delivered, (ii) three (3) days after having been place in the mail, if delivered by registered or certified mail, (iii) the day after having been placed with a nationally recognized overnight carrier, if delivered by nationally recognized overnight carrier, and (iv) when transmitted with electronic confirmation of receipt, if transmitted by facsimile. 5. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. JOBVIEW LLC By: Its: President PPHDVFD AS 7 FO r ASS tANi CITY A iRNEY • .l O IVISKC Fort Worth Public Library (tor, „fresze. By: Charles W. Daniels Its: Assistant Citv Manager my r. Kayser, Cil noVIC))4471 O 0A QSi;1 OM 0 O 0i2',t e e 1 -1 4-61 VOQ�y m ao„*Acll OFFICIAL RECORD CITY SECRETARY ET. WORTH, TX Exhibit A. AGREEMENT 1 Services/Terminals (a) JOBVIEW shall provide all terminals and perform all services and obligations required by this agreement in accordance with all applicable laws, ordinances, rules, and regulations (b) JOBVIEW shall commence, carry on, and complete the services and obligations with all practicable dispatch in a sound economical and efficient manner, in accordance with the provisions of this Agreement. JOBVIEW shall take such steps as are appropriate to ensure that its work is properly coordinated with any activities being carried on by the LIBRARY. (c) JOBVIEW represents that it is an independent contractor and that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the LIBRARY. All of the services required hereunder will be performed by JOBVIEW and all personnel engaged in the services shall be fully qualified to perform such services. 1. Insurance JOBVIEW shall purchase and maintain Comprehensive General Liability Insurance with the LIBRARY, the City and their elected officials, employees, contractors, consultants and volunteers named as additional insureds, in the minimum amounts of $ 1,000,000.00 combined single limits and $1,000,000.00 aggregate. Coverage shall pertain to the operations and activities of Jobview. JOBVIEW shall purchase and maintain automobile liability insurance, including nonowned and hired automobiles, in minimum limits of $600,000.00 combined single limits, and Workers Compensation insurance as required by state law. JOBVIEW shall provide the LIBRARY with certificates of insurance indicating the coverages required herein. The certificates shall provide the LIBRARY with 30 days notice of cancellation, non -renewal or any other materials changes in the policy. JOBVIEW shall not commence work until JOBVIEW has obtained the required insurance and filed acceptable certificates with the LIBRARY. All insurance policies shall be submitted to the LIBRARY upon written request. Nothing in this contract shall constitute a waiver by the LIBRARY of their statutory or case law limitations on liability. 4 3. Indemnification JOBVIEW agrees to defend and indemnify the LIBRARY, their officials, agents and employees from any and all liability, loss or damage they may suffer as a result of any claims, demands, or judgments or costs, including reasonable attorney's fees, arising out of or related to JOBVIEW's performance of this Agreement, including but not limited to patent, copyright or trademark infringement claims. 4. Non-Discrimination/Non Violence. (a) JOBVIEW agrees that in the hiring of all labor for the performance of any work under this Agreement, that it will not by reason of race, creed, color, sex natural origin, sexual orientation or disability, discriminate against any person who is qualified and available to perform the work. On request Jobview will furnish all information and reports required by the City of Fort Worth. (b) JOBVIEW shall make all reasonable efforts to ensure that JOBVIEW's employees, officials, and subcontractors do not engage in violence while performing under this contract. Violence, as defined by the LIBRARY Workplace Violence Policy, is any action that is the use of physical force, harassment, or action that is the use of physical force, harassment or intimidation or abuse of power or authority where the impact is to control by causing fear, pain or hurt. Access to documents. Until the expiration of three years after the furnishing of services pursuant to this Agreement, JOBVIEW, upon written request, shall make available to the LIBRARY, the County, the City, or the State Auditor, pursuant to Minn State. 16B.06 Subd. 4 or equivalent Texas State law or City ordinance, the books, documents, records, and accounting procedures and practices of JOBVIEW relating to this Agreement. 7. Subcontracting and Assignments. JOBVIEW shall not enter into any subcontract for performance of any of the services contemplated under this Agreement, nor assign this Agreement without the prior written approval of the LIBRARY, and subject to such conditions and provisions as the LIBRARY may deem necessary JOBVIEW shall be responsible for the performance of all subcontractors. 8. Merger. It is understood and agreed that the entire Agreement between the Parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the Parties relating to the subject matter hereof. All the items referred to in this Agreement are incorporated or attached and are deemed to be part of this agreement. 9. Amendment. This Agreement may only be amended by written document signed by both parties. 5