HomeMy WebLinkAboutContract 47073 (2)http://7xa.shistory, irnt.eclir
THE PORTAL TO TEXAS HISTORY
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CONTRACT N8
This Agreement is entered into as of the Jst day of October , 2015 by and between:
/7073
The City of Fort Worth ("Institution"), notices for whom should be sent to the address shown
below or to such address as Institution may inform UNT of in writing;
Name: Jody Hoks
Address: FWPL Genealogy/History/Archives Unit
500 W. Third St. Fort Worth , TX 76102
and the University of North Texas ("UNT"), with offices at Willis Library, Room 370, 1516
West Highland Street, Denton, TX 76201. Notices for the UNT Libraries' Portal to Texas
HistorysM should be sent to UNT Libraries, Attn: Digital Projects Unit, 1155 Union Circle #
305190, Denton, TX 76203 -5190, each referred to separately as a "party" and collectively as
"the parties."
WHEREAS, UNT has a repository of digital information ("The Portal to Texas HistorySM") in
which participating institutions shall contribute historical materials, and UNT has agreed to store
and deliver this information to Public, and
WHEREAS, Institution has previously contributed materials to the Portal to Texas Histor?TM,
and
WHEREAS, this Agreement is made under the authority granted by and pursuant to Chapter 791
of the Texas Government Code with authorizes Institution and UNT to enter into an interlocal
contract for purposes of achieving mutual governmental functions.
NOW, THEREFORE,
IN CONSIDERATION of the mutual promises and agreements contained herein, the
parties agree as follows:
1) Definitions:
"Public" shall mean users via general Internet access.
"Licensed Materials" shall mean all digital files previously contributed by Institution to
be stored and delivered from UNT computers, other than public records, as set forth in
Exhibit "A" attached hereto and incorporated by reference.
RELEASE FOR PUBLICATION (OGC 163)
Approved by UNT System General Counsel through 05/08/2015
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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"Metadata" shall mean all information used to search and locate an object such as title,
author, subjects, keywords descriptions or publisher contributed by Institution, derived
from the provided digital files, or created by UNT.
"Public Records" shall mean records that a governmental agency or body is legally
required to keep.
"Public Domain" shall mean a work free of copyright.
2) UNT shall continue to store and deliver to Public in accordance with this Agreement the
Licensed Materials previously submitted to UNT by Institution for inclusion in The
Portal to Texas HistorysM.
3) The Institution represents and warrants that:
a) The Institution has the full right and authority to enter into this Agreement;
b) The Institution has the full right and authority to perform its duties as described
herein and to authorize UNT to perform duties as described herein in reliance on the
Institution's warranty;
c) The Institution has not assigned, pledged or otherwise encumbered the rights in the
Licensed Materials, corresponding digital reproductions, nor related material created
for or provided to UNT under this Agreement The Institution represents and warrants
that neither the digital reproductions and/or related material created for or provided to
UNT under this Agreement will interfere with or violate any rights of third parties,
any copyright, or any other right, and will contain no matter that is libelous or in
violation of any rights of privacy or that is otherwise contrary to law.
d) The Institution will give UNT prompt written notice of any suit, action, proceeding,
or complaint brought against it alleging facts, which if proven, would constitute a
breach of the warranties made by the Institution
4) UNT will cease to store and/or distribute products if so ordered by any judicial rule or
order or otherwise at the discretion of UNT. UNT reserves the right to discontinue
storage and distribution of the Licensed Materials.
5) Institution hereby grants to UNT the perpetual and unlimited rights to: permit UNT to
post Licensed Materials; permit Public to search, view, and browse the Licensed
Materials; permit Public to print or download the Licensed Materials for all non-
commercial purposes allowed by this Agreement; create lower resolution derivative
versions of Licensed Materials for systematic distribution to Public; and use Licensed
Materials in presentations about and promotions for the project, and in online exhibits or
educational materials, such as lesson plans or learning activities.
6) Excluding the use of materials in the Public Domain and except as expressly permitted in
this Agreement, UNT will not use the Licensed Materials for any substantial or
systematic reproduction; re -distribution, re -selling or sub -licensing in any manner
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including in connection with fee -for -service use; or a commercial use other than one
expressly agreed upon by the parties.
7) Any Metadata created or contributed by Institution or derived from Licensed Materials by
UNT is in the public domain. Institution warrants that Institution has dedicated any
created, contributed, or derived Metadata to the public domain by waiving all of
Institution s rights to the Metadata worldwide under copyright law, including all related
and neighboring rights. UNT may copy, modify, and distribute Metadata, even for
commercial purposes without permission.
8) UNT shall post appropriate notices informing users of their obligations under this
agreement and of the applicability of United States Copyright Act to the reproduction of
the Licensed Materials. UNT shall provide appropriate notices informing users of the
name and address of the institution that submitted each item or collection.
9) Except as permitted by this Agreement, neither UNT, nor Public of the UNT Libraries'
Portal to Texas HistorysM may modify, adapt, transfoun, translate or create any derivative
work based on any materials included in the Licensed Materials, or otherwise use any
such materials in a manner that would infringe the copyright or other proprietary rights
therein UNT shall post appropriate notices informing Public of their obligations under
this Agreement and of the applicability of United States Copyright laws to the
reproduction of the Licensed Material.
10) Institution shall not pay any fees to TJNT for the services provided by UNT pursuant to
this Agreement UNT shall not pay any fees to Institution for the services provided by
Institution pursuant to this Agreement.
11) Upon UNT's violation of Sections 6, 7, 8, or 9 of this Agreement, the Institution shall
have the right to terminate this Agreement, provided that the Institution first notify
provide UNT with 30 days written notice of the breach and said breach is not cured by
UNT within the 30 days following said written notice.
12) This Agreement shall continue in full force unless terminated by the Institution under the
requirements of Section 11 of this Agreement or by UNT upon 30 days written notice to
the Institution.
13) UNT shall not be liable to Institution for the unauthorized use of Licensed Materials or
other violations by Public.
14) Institution may submit digital files that include public records or material in the Public
Domain that are subject to the provisions of Texas law which governs the use of such
records Use restrictions contained in this Agreement shall not apply to any public
records or material in the Public Domain.
15) The warranties contained herein shall survive the termination of this Agreement
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16) This Agreement will be construed according to the laws of the State of Texas.
17) It is expressly understood and agreed that in the execution of this Agreement, no party
waives nor shall be deemed hereby to waive any immunity or defense that would
otherwise be available to it against claims arising in the exercise of governmental powers
and functions
18) No right or remedy granted herein or reserved to the parties is exclusive of any other right
or remedy herein by law or equity provided or permitted; but each shall be cumulative of
every other right or remedy given hereunder. No covenant or conditions of this
Agreement may be waived without written consent of the parties. Forbearance or
indulgence by either party shall not constitute a waiver of any covenant or condition to be
performed pursuant to this Agreement.
19) If any of the terms, sections, subsections, sentences, clauses, phrases, provisions,
covenants, conditions or any other part of this Agreement are for any reason held to be
invalid, void or unenforceable, the remainder of the terms, sections, subsections,
sentences, clauses, phrases, provisions, covenants conditions or any other part of this
Agreement shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
20) This Agreement embodies the complete agreement of the parties hereto superseding all
oral or written previous and contemporary agreements between the parties relating to
matters herein; and except as otherwise provided herein, can not be modified without
written agreement of the parties.
21) UNT agrees that Institution shall, until the expiration of three (3) years after this
Agreement terminates have access to and the right to examine any directly pertinent
books, documents, papers and records of UNT involving transactions relating to this
Agreement UNT agrees that Institution shall have access during normal working hours
to all necessary UNT facilities and shall be provided adequate and appropriate workspace
in order to conduct audits in compliance with the provisions of this section. Institution
shall give UNT reasonable advance notice of intended audits.
UNT further agrees to include in all its subcontracts hereunder a provision to the effect
that the subcontractor agrees that Institution shall, until the expiration of three (3) years
after this Agreement terminates, have access to and the right to examine any directly
pertinent books documents, papers and records of such subcontractor, involving
transactions to the subcontract and further, that Institution shall have access during
nounal 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 section Institution shall give sub -consultants reasonable advance notice of intended
audits.
22) UNT is required by law to provide notice that Chapter 2260 of the Texas Government
Code establishes a dispute resolution process for contracts involving goods, services, and
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certain types of projects. If Chapter 2260 applies to this Agreement, then the statutory
dispute resolution process must be used by a party attempting to resolve all of its disputes
with UNT arising under this Agreement.
IN WITNESS WHEREOF, we have signed our names below.
City of Fort Worth University of North Texas
Fernando Costa Martin Halbert
Assistant City Manager Dean, UNT Libraries
Signature
)46 LS.
Date sined'
APPROVED AS TO FORM AND LEGALITY
0 i01210(1fit c
Paige Me ne
Assistant City Attorney
ATTEST
Mary J. y • r
City Secretary
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Sign /C-17-7/0=a-a--
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D/P-7/C=s-
Date signed
OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TX
RELEASE FOR PUBLICATION (OGC 163)
Approved by UNT System General Counsel through 05/08/2015
=•0111•111..._.SSMI!!
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Exhibit A
Licensed Materials Previously Submitted to UNT by the City of Fort Worth for Inclusion
in The Portal to Texas HistorysM
1) Greater Fort Worth, Texas illustrated; embracing the manufacturing, jobbing and
retail interests, public and commercial buildings, business and residence streets,
residences, parks and all places of interest in and about the City.
2) Photographs of Fort Worth Swartz, D. H.
3) Street Scenes of Fort Worth Fox, Lewis D. (photo album pages)
4) From frontier to metropolis: souvenir and history with official program of the Fort
Worth Diamond Jubilee, an event commemorating the years of founding and
incorporation, November 11-12-13 -14, 1923.
5) The story of old Fort Worth Peak, Howard Wallace
6) Tarrant County, Fort Worth, Texas, farmers, stockmen and dairymen's directory;
containing the names and addresses and amount assessed to each, acreage of farms and
capacity of dairies. Parcel post rates and zones, and a complete copy Federal Farm Loan
Act, suggestions, questions and answers regarding same.
RELEASE FOR PUBLICATION (OGC 163)
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ROUTING AND
TRANSMITTAL SLIP
TO
1. Department Head
If applicable
2. Paige Mebane
Assistant City Attorney
3. Fernando Costa
Asst. City Manager
4. Mary J. Kayser
City Secretary
❑ As Requested
❑ For Your Information
x Signature and Recording
❑ Comment
❑ File
FORT WORTH
From the desk of
Donna Kruse
Fort Worth Library
DATlIN
INITIALS
Not needed.
Gleniece is aware of
the agreement.
Chris Dennis,
Assistant Director
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Attached is one copy of the contract with the University of Texas' Portal to Texas
History for your review and signature. UNT will accept a scanned, color copy in lieu
of an original.
Donna S. Kruse 817-360-9302 for pick up when completed.
Thank you
UNT
UNIVERSITY
OF NORTH TEXAS
A green light to greatness.
University of North Texas
Account Number 60211
UNT LIBRARIES
1155 Union Circle #305190
Denton, Texas 76203-5017
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MAILED FROM ZIP CODE 76203