HomeMy WebLinkAboutContract 58634 CSC No.58634
FOR*
T WORTH.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation, acting by
and through its duly authorized Assistant City Manager, and UNIVERSITY OF NORTH TEXAS
LIBRARIES ("Vendor"), a sole proprietor each individually referred to as a "party" and collectively
referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B,and C,which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. Scope of Services. Vendor has a repository of digital information("The Portal to Texas History")
in which participating institutions shall contribute historical materials. Vendor will digitize the microfilm
collection of the Fort Worth Press to this repository. "Exhibit A— Scope of Services" more specifically
describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on July 31, 2023 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement("Initial Term"). City shall have the option to renew this Agreement under
the same terms and conditions, for up to four(4)one-year renewal options, at City's sole discretion.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel
who perform services under this Agreement in accordance with the provisions of this Agreement and
Exhibit"B,"—Price Schedule. Total annual payment made under this Agreement by City shall not exceed
TWENTY-FOUR THOUSAND NINE HUNDRED TWNETY DOLLARS ($24,920.00). Vendor shall
not perform any additional services or bill for expenses incurred for City not specified by this Agreement
unless City requests and approves in writing the additional costs for such services. City shall not be liable
for any additional expenses of Vendor not specified by this Agreement unless City first approves such
expenses in writing.
4. Termination. OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Professional Services Agreement Page 1 of 13
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, 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 City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date
of termination and Vendor shall continue to provide City with services requested by City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Vendor shall provide 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 City in a machine-readable format or other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to 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 City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees
that it shall treat all information provided to it by City ("City Information") as confidential and
shall not disclose any such information to a third party without the prior written approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final
payment under this contract, or the final conclusion of any audit commenced during the said three years,
have access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records, including, but not limited to, all electronic records, of Vendor involving transactions relating
to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space
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in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an
independent contractor as to all rights and privileges and work performed under this Agreement,and not as
agent,representative or employee of 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, Vendors
and subVendors. Vendor acknowledges that the doctrine of respondent superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors. 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 City shall in no way
be considered a Co-employer or a Joint employer of Vendor or any officers,agents, servants, employees or
subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of
Vendor shall be entitled to any employment benefits from 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 subVendor.
8. Liability and Indemnification.
8.1 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 OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBYCOVENANTSANDAGREES
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 REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement
of any patent, copyright, trade mark, trade secret, or similar property right arising from
City's use of the software and/or documentation in accordance with this Agreement, it being
understood that this agreement to defend, settle or pay shall not apply if City modifies or
misuses the software and/or documentation. So long as Vendor bears the cost and expense of
payment for claims or actions against City pursuant to this section, Vendor shall have the
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,City shall have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect 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 expenses for
any claim or action brought against City for infringement arising under this Agreement,City
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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 City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action, with copies of
all papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify
City under this Agreement. If the software and/or documentation 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
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 software
and/or documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software
and/or documentation with equally suitable, compatible, and functionally equivalent non-
infringing software and/or documentation at no additional charge to City; or (d) if none of
the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and
refund all amounts paid to Vendor by City, subsequent to which termination City may seek
any and all remedies available to City under law.
9. Assignment and Subcontracting. This Agreement is non-assignable without prior consent of
City, and any unauthorized purported assignment or delegation of any duties hereunder, without the prior
written consent of the City, shall be void and shall constitute a material breach of this Agreement. City
acknowledges that Vendor may hire independent contractors to assist Vendor with tasks incidental and
necessary to her performance hereunder, and City consents to Vendor executing subcontract agreements
with such independent contractors so long as the essential elements of this Agreement, as described in the
Scope of Services, are performed and completed by Vendor. Vendor shall be solely responsible for the
payment of any subcontractors. Vendor expressly acknowledges and agrees that City is contracting only
with Vendor and that Vendor is solely responsible for any subcontractors, payment thereof, and for any
damages or liability incurred by subcontractors.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the
following types and minimum coverage limits that are to be in effect prior to commencement of any work
pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000-Each Occurrence
$2,000,000 -Aggregate
(b) Automobile Liability:
$1,000,000-Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the
course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned,
hired and non-owned. Vendor will not be driving her personal vehicle under this Agreement
since she resides in another region of the country. Proper vehicle insurance will be used while
traveling to the City.
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(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other state workers'
compensation laws where the work is being performed:
Employers' Liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease; policy limit
(d) Professional Liability(Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the Commercial
General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is
acceptable if coverage meets all other requirements. Coverage shall be claims-made, and
maintained for the duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance shall be submitted to City
to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name 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.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage
shall be provided to City. 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 Street,
Fort Worth,Texas 76102, with copies to the Fort Worth City Attorney at the same address.
(d) 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.
(e) Any failure on the part of City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall
be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
Professional Services Agreement Page 5 of 13
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors 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, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. 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 CITY: To VENDOR:
City of Fort Worth University of North Texas Libraries
Attn:Jesica L.McEachern,Assistant City Manager Digital Newspaper Program
200 Texas Street 1155 Union Circle#305190
Fort Worth,TX 76102-6314 Denton, TEXAS 76203-5017
Facsimile: (817)392-8654
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither 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. Notwithstanding the
foregoing, this provision shall not apply to an employee of either party who responds to a general
solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City
does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of 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 City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. Governing Law/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 pursuant to 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.
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18. Severability. 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.
19. Force Maieure. 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, 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.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes
only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any
provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and
revised 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
A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this
Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed
by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire
understanding and agreement between 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.
24. 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.
25. Warranty of Services. Vendor warrants that its services will be of a high 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
with the warranty, or(b)refund the fees paid by City to Vendor for the nonconforming services.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its
employees who perform work under this Agreement, including completing the Employment Eligibility
Verification Form(I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this Agreement. Vendor
shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that
no services will be performed by any Vendor employee who is not legally eligible to perform such services.
VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
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27. 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
been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement
and any amendment hereto, may be executed by any authorized representative of Vendor whose name,title
and signature is affixed on the Verification of Signature Authority Form,which is attached hereto as Exhibit
"C". Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
28. Change in Company Name or Ownership. Vendor shall notify City's Purchasing Manager, in
writing, of a company name, ownership, or address change for the purpose of maintaining updated City
records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in
a company name or ownership must be accompanied with supporting legal documentation such as an
updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than
$100,000, this section does not apply. Vendor 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,Vendor certifies that Vendor's signature provides written verification
to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of
the contract.
30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in accordance with
Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the
City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more
that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1)does not boycott
energy companies; and (2) will not boycott energy companies during the term of the contract. The terms
"boycott energy company" and"company" have the meaning ascribed to those terms by Chapter 2274 of
the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement, Vendor
certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott
energy companies; and(2)will not boycott energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
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not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be
considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
(signature page follows)
Professional Services agreement Page 9 of 13
ACCEPTED AND AGREED:
CITY OF FORT WORTH
CONTRACT COMPLIANCE MANAGER:
i
C-�� By signing I acknowledge that I am the person
By: v responsible for the monitoring and
Jesica L. McEachern administration of this contract, including
Assistant City Manager ensuring all performance and reporting
Date: Dec 15, 2022 requirements.
By:
Timothy Shidal
Administrative Services Manager
APPROVAL RECOMMENDED: APPROVED AS TO FORM AND
LEGALITY:
By:
Manya Shorr By:
p oan�II
Library Director �eF FgRr�IIa Jessika J. Williams
;moo °9�o Assistant City Attorney
ATTEST: Ordinance No. 24161-04-2020
��IIIIII�EXAgop
7R/LiL2> E'S Ilnav CONTRACT AUTHORIZATION:
By. JannetteS.Goodall(.020,2022r6:03CST) M&C: 22-0729
Jannette Goodall 1295:N/A
City Secretary
VENDOR:
By: Clayton Gibson
Name: Vice President for Finance&
Title: Administration,CFO
Date: 1Z, $1 2n '+-2
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Professional Services!Agreement Page 10 of 13
EXHIBT A
SCOPE OF SERVICE
City will provide Vendor with access to the Fort Worth Press newspaper microfilm collection currently
housed at the Central Library.
Vendor will digitize the microfilm(or print copy if available)collection of the Fort Worth Press according
to the following standards:
• From microfilm, scan at 8-bit grayscale with a resolution of 400 dpi,if possible; otherwise between
300 and 400 dpi (relative to the size of the original newspaper.) From physical pages, scan at 24-
bit full-color, 400 dpi.
• Create image output file as an uncompressed TIFF 6.0, from which PDF and text derivatives with
the same file name will be made.
• Capture a standards-based target film strip at the start of each session, to monitor equipment
performance.
• Split dual images into individual newspaper images as necessary.
• Deskew images with more than 3%skew.
• Crop page image files to the edge of the newspaper, retaining the original edge and up to a quarter
inch beyond.
• Produce images that have exactly the same dimensions, spatial resolution, skew, and cropping as
the images used for OCR.
• Create OCR text conversion.
• Host the newspaper on the Portal to Texas History for free public access.
• Deliver copies of digital newspaper to partner on a ITB external hard drive.
• More information about UNT's Texas Digital Newspaper Program can be found at:
http://tdnp.unt.edu/.
Vendor will upload the collection to their repository of digital information("The Portal to Texas History")
upon completion of scans to be completed by July 31, 2023. The searchable digital version will be made
available to the public via the university's PTH as a collection of the Texas Digital Newspaper Project
(TDNP)available to anyone with an internet connected device.
Professional Services Agreement Page 11 of 13
EXHIBT B
PRICE SCHEDULE
City shall pay Vendor in accordance with this one-time fee as follows.
DESCRIPTION UNIT UNIT COST AMOUNT DUE
Digitizing, hosting and providing access to 40 reels
(24,000 pages) of the Fort Worth Press 24,000 $1.03 $24,720.00
Purchase one 1TB external hard drive to deliver digital
newspapers to partner. 1 $100.00 $100.00
Professional Services Agreement Page 12 of 13
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
UNIVERSITY OF NORTH TEXAS LIBRARIES
DIGITAL NEWSPAPER PROGRAM
1155 UNION CIRCLE#305190
DENTON,TX 76203-5017
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. 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.City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
Clayton Gibson
1. Name: Vice President for Finance&
Position: Administration,CFO
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Clayton Gibson
Vice President for Finance&
Administration,CFO
Date: �'i'1 Y I -La'L'L
Professional Services Agreement Page 13 of 13
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CITY COUNCIL AGENDA FORT
WORTH
Create New From This M&C
DATE: 9/27/2022 REFERENCE **M&C LOG NAME: 84TEXTREASURES GRANT
NO.: 22-0729 FY2023
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (ALL) Ratify Application for and Authorize Acceptance of, if Awarded, the Fiscal Year
2023 TexTreasures Grant from the Texas State Library and Archives Commission in the
Amount Up to $25,000.00 for the Purpose of Funding the Digitization of the Fort Worth
Press Newspaper Microfilm Collection, Authorize Execution of Related Grant Agreement,
and Adopt Attached Appropriation Ordinance
RECOMMENDATION:
It is recommended that the City Council:
1. Ratify the application for and authorize the acceptance of, if awarded, the Fiscal Year
2023 TexTreasures Grant from the Texas State Library and Archives Commission, in the
amount up to $25,000.00 for the purpose of funding the digitization of the Fort Worth Press
newspaper microfilm collection;
2. Authorize the execution of a related grant agreement with the Texas State Library and
Archives Commission; and
3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations
in the Grants Operating Federal Fund, subject to receipt of the grant, in the amount up to
$25,000.00.
DISCUSSION:
The Texas State Library and Archives Commission provides a competitive TexTreasures grant
designed to help public libraries make their special collections more accessible for the people of
Texas and beyond. The Fort Worth Public Library applied for this grant in an amount up to $25,000.00
to fund the digitization of the Fort Worth Press newspaper microfilm collection currently housed at the
Central Library. The newspaper, published from 1921-1975, documents a significant portion of history
for Fort Worth and is of vital historical importance to the Library's collection. Researchers of local,
state, and national history request the Fort Worth Press more frequently than any other microfilm
resource at the Fort Worth Public Library. They include journalists, professional and avocational
historians, academic researchers, and those who seek to learn more about a person or event they
recall.
The Library previously partnered with University of North Texas Digital Libraries and Portal to Texas
History (PTH) on other successful digitization projects. The Library will partner with them again to
digitize the Fort Worth Press newspaper from microfilm and index the content. The searchable digital
version will be made available to the public via the university's PTH as a collection of the Texas
Digital Newspaper Project(TDNP). Making the Fort Worth Press available on the PTH will be of
great value to those who are interested in the history of Fort Worth. The PTH is a free public
resource, and is available to anyone with an internet connected device 24/7, 365 days a year, which
is an incalculable increase availability to researchers.
The extent of the collection to be digitized is 328 reels of microfilm but the cost to digitize exceeds the
$25,000.00 limit of this grant. A portion of the collection, issues of the Fort Worth Press from
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1921-1932, were selected for this grant because these microfilm reels are the most fragile. The
Library intends to apply for this grant again in two subsequent TexTreasures grant cycles to complete
digitization of the remainder of the microfilm collection to the extent allowable by copyright.
The Library will promote the new collection on the Library's website, social media channels and the
City of Fort Worth News. In addition, the information for accessing the new collection will be provided
to local school districts, charter schools, home school organizations, and local universities.
There are no indirect costs since payroll expenditures are not part of the grant award.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of
the appropriation ordinance, funds will be available in the current operating budget, as appropriated
in the Grants Operating Federal Fund. The Library Department (and Financial Managment Services)
will be responsible for the collection and deposit of funds due to the City. Prior to an expenditure
being incurred, the Library Department has the responsibility to validate the availability of funds. This
is a reimbursement grant.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference#— Amount
ID ID Year Chartfield 2)
Submitted for City Manager's Office by_ Jesica McEachern (5804)
Originating Department Head: Manya Shorr(7706)
Additional Information Contact: Marilyn Marvin (7708)
ATTACHMENTS
84TEXTREASURES GRANT FY2023_21001 A022(rg.docx (Public)
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