HomeMy WebLinkAboutContract 44770 CITY SECRETARYi)
CONTRACT No.
CEO'GAGE LEARNING INC.
LICENSE AGREEMENT
ON-LINE LEARNING TOOLS
This LICENSE AGRE,EMENT ("License") i's rrrade and CrItered Into by and between the
CITY OF FORT WORTH (the "City"), a hire rule municipal corporation situated Fn.
portions f Tarrant, Denton and wise Counties, Texas, acting by and through Charles W.
Daniels, its duly authorized Assistant City Manager,, and CENGAGE LEARNING, INC.
"C engage"), a Delaware corporation and acting by and through Jim Draper, its duly authoriZ.ed
General, Manager, each individtuilly referred to as a "Party" aril collectively referred to as the
46pwartes.ax
CONTRACT C .ANTS,
The Contract docurne is shall include the llowirig.
l, This License tbr Opposing Viewpoints in Context, online learning tools for the City
Library
2. Exhibit A Subscription and Hosting Services
3. Exhibit _ Licensed Content,Fees and,Subscription Period - Opposing viewpc ints
in Context
All Exhibits ,attached hereto are incorporated herein arid made a part of this License for ail,
purposes. In the evert of any conflict between the documents, the terms and conditions of this
License shall control
L, SCONE OF SERVICES.
Cengage hereby agrees to provide the City with subscription and hosting services the
City's Itce ses for- Opposing Viewpoints in Context. Attached hereto and incorporated
for all p rr oscs Incident to these Licenses are .Exhibit "A," Subscription and Hosting
Services Agreement and Exhibits "B", Licensed Content, Fees and Subscription
Period (Opposing Viewpoints is ire Context more specifically describing the services,
fees and subscription to he provided hereunder.
TERM.2.
This License shall commence upon the date that both the City and Cengage have
executed this License "Effective Date" and shall continue in furl force and effect from
the cute last signed until. October 19, 2014 unless terminated earlier in accordance with
the provisions of Lhcse Licenses. Foltowing the Initial Term, these Licenses shall he
renewable at the option of the City for two additional terms, of one year each (each a
"~Renewal Team"), Cengage sh-all provide City with notice of any increase in fees at
least sixty gays prior to the b�eginning of the renewal term.. The Ci �
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Cengage with written notice of 'Its intent to renew at least thirty (3 0) days prior to the
end of each term.
3. COMPENSATION.
The City shall pay Cengage an anIOUnt not to exceed $9,,444.13, in accol,dance with the
provisions of these Licenses and tfie payment schedules contained in Exhibit "B" which
is incorporated for all purposes herein., Cengage shall not perform any additional services
for the City not specified by this License unless the City requests and approves in writing
the additional costs for such services. The City shall not be liable 'for any additional
expenses of Cenga,ge not specified by this License unless the City first approves, such
expenses in writing.
ing.
4. TERMINATION,
4.1. Arittcn Notice.
The City or Cengage may terminate this License at any time and for any, reason
by providing the other party with 30 days' written notice of termination.
Additional teni-is are more particularly described in section 3.,0 of Exhibit"A",
4.2 Non-a1ppropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any
fiscal period for any payments due hereunder, City will notify Cengage of such
occurrence and these Licenses shall terminate on the last day of the fiscal period
for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed
upon for which funds have been appropriated.
43 Duties, and Obli rations of the .parties.
In the event that this License i's terminated prior to the Expiration Date, the City
shall pay Cengage for services actually rendered Lip to the effective date of
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termination and engage shall continue to provide the City with services
requested by the City and in accordance with this License up to the effective
date of termination. Additional terins are provided in section 3 of Exhibit"A".
56, DISCLOSURE OF CONFLIC"I"S AND CONFIDENTIAL INFORMATION,
Cengage hereby warrants tothe City that Ccngage has made full disclosure in writing of
any exIstIng or potential conflicts of interest related to Cengage's services under, these
Licenses. In the event that any conflicts of interest arise after the Effective Date of these
Licenses, Cengage hereby agrees inimed,l(ately to make full disclosure to the City in
writing. Cengage, for itself and its offlicers, agents and. employees, further agrees that it
shall treat all information provided to it by the City as confidential and shall not
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disclose any such information to a third party without 'the prior written approval of the
City. Cengage shall store and maintain City Information in a secure manner and shall
not all,ow unauthorized users to access moclify, delete or otherwise' Ity
corrupt C'
Jnformation in any way. Cengage shall notify the City immediately if the security or
integrity of' any City information has been compromised or is believed to have been
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compromised,.
61, RIGHT'"rO AUDIT.
Cengage agrees, that the City shall, until the expiration of three (3) years after final,
payment under the contract, or the final con-clusion of any audit corninenced during the
said three years, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of the Cengage involving transactions,
relating to this Contract at no additional cost to the City. (,,'.engage agrees that the City
shall have access during normal w,erring hours to all necessary Cengage facilities and
shall be provided adequate and appropriate work, space in order to conduct aud-its in
compliance with the provisions ofthis section, The City shall give Cengage reasonable
advance notice of intended audits. The City, shall bear the costs related to conducting
the audit, including the audit group, travel expenses and document mailings,.
7. INDEPENDENT CONTRACTOR,
It is expressly understood and agreed that Cengage shall operate as an independent
contractor as to all rights and privileges and work performed tinder these Licenses, and
not, as agent, re res,entative or employee of the City, Subject to and in accordance with
the conditions and provisions, of these Licenses, 'engage 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, contractors and
subcontractors, Cengage acknowledges that the doctrine of respondea-t superior shall
not apply as between the City, 'its officers, agents, servants and employees, and
Cengage, its officers, agents, employees, servants, contractors and subcontractors.
Cengage further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Cengage. It is further understood that
the City shall in no way be considered a Co-employer or a Joint employer of Cengage
or any offi cers, agents, servants, employees or subcontractors of Cengage., Neither
Cengage, or any officers, agents, servants, employees or subcontractors of Cengage
shall be entitled to any employment beriefits from the City. Cengage shall be
1 1 Val for any and all payment and reporting of taxes on I
responsirne and i behalf of*tself,
and any of its officers, agents, servants, employees or subcontractors.
Cengage Learning,Inc,
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8. LIABILITY AND INDEMNIFICATION,
CENGAGE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CLIENT
FROM AND AGAINST ANY AND ALL DAMAGES, TO THE EXTENT SUCH
DAMAGES ARISE OUT OF OR RELATE TO THE FOLLOWING4 (A) THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CENGAGE OR ITS
REPRESENTATIVES IN THE PERFORMANCE OF CENGAGE'S
OBLIGATIONS UNDER THIS AGREEMENT,-I OR (R) ANY CLAIMS THAT
CITY HAS VIOLATED OR INFRINGED THE INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTY IN THE USE OF ANY PRODUCT PROVIDED
TO CLIENT UNDER THIS AGREEMENT' O,R IN THE USE OF ANY PRODUCT
AS PERMITTED BY TH I'S AGREEMENT,
CENGAGE A R-EES TO DEFEND, SETTLE, OR PAY,, AT ITS OWN COST
AND EXPENSE, ANY CLAIM OR ACTION AGAINST CLIENT FOR
INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, OR
SIMILAR PROPERTY RIGHT ARI[SING FROM CLIENTS USE OF THE
PRODUCTS IN ACCORDANCE WITH 'THIS AGREEMENT, CENGAGE
SHALT HAVE IT HE SOLE RIGHT TO CONDUC1 14 THE DEFENSE OF ANY
SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS
SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY
SUCH CLAIM, AND CLIENT AGRE ES TO COOPERATE WITH IT IN DOING
SO, CLIENT AGREES TO GIVE CENGAGE TIMELY WRITTENNOTICE OF
ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CLIENT
MAY' RECEIVE RELATING THERETO., IF THE PRODUCTS OR ANY PART
THEREOF ARE IIELD TO INFRINGE AND THE USE THEREOF IS
ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR
COMPROMISE, SUCH' LJSE, IS MATERIALLY ADVERSELY RESTRICTED,
CENGAGE, SHALL, AT ITS OWN EXPENSE AND AS CLIENT'S SOLE
RE MEDY, EITHER*, (A) PROCURE FOR CLIENT THE RIGHT TO CON"I"IN UE
TO USE THE PRODUCTS MODIFY THE PRODUCTS T01 MAKE
TH''EM N ON-IN FRINGING, PIROVII)ED, THAT SUCH MODIFICATION DOES
NOT MATERIALLY ADVERSELY AFFECT CLIENT'S AUTHORIZED USE, OF
THE PRODUCTS; OR (C) REPLACE THE "PRODUCTS WITH EQUALLY
SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON-
INFRINGING PRODUCTS AT NO ADDITIONAL CHARGE TO CLIENT, OR
(D) IF NONE OF TEL FORIEGOING ALTERNATIVES IS RE A. NABLY
AVAILABLE TO CENGAGE, TERMINATE THIS AGREEMENT AND REFUND
TO CLIENT THE PAYMENTS AcrUALLY MADE TO CENGAGE UNDER
THIS AGREEMENT,
9. ASSIGNMENT AND SUBCONTRACTING,
'Neither Cengage nor the City shall assign or subcontract any, of its duties, obligations or
rights under this License without 'the other party's prior written consent. If the non-
assigning party grants, consent to an assignment, the assignee shall execute a written
"engage Learning,Inc.
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agreement with the City and Cengage under which the assignee agrees to be bound by
the duties and obligations of the assigning party under thi's License. The assigning pafty
and Assignee shall be Jointly liable, for all assigning party5s responsibilities under this
License prior to the effective date of the assignnient. If the non-assigning party grants
consent to a subcontract, the subcontractor shall execute a written agreement with the
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assigning party reterencing this I teen se under which the subcontractor shall agree to be
bound by the duties, and obligations of the assigning party under this License as such
duties and obligations may apply. The assigning party shall provide the non-assigning
party with a fully executed copy of any such subcontract.
10. INSURANCE,
Cengage shall, provide the City with certificate(s) of insurance documenting policies of
the following minimum coverage limits that are to be in effect prior to c,ommencemen,t
of any work pursuant to this License*,
10.1 C overage and Limits
(a) Commercial General Liability
$4000,000 Each Occurrence
$1,000,000 Aggregate
(b)Automobile Liability
$1)000,7000 Each occurrence on a combined, single limit basIS
Coverage shall be en any vehicle used by the Ceng,age� its ts: employees,, agents,
representatives in the course of the providing services under thi's I_.icense,
"Any vehicle" shall be any, vehicle owned, hired and nOD-owned
(c) Worker's Compensation - Statutory limits
Employer's liability
$:100,000 Each accident/occurrence
$100,,000 Disease - per each employee
$5010,000 Disease -policy limit
This coverage may be written as follows-,
Workers' Compensation and Employers' Liability coverage 'with limits
consistent with statutory benefits outlined in the Texas worke,rs'
Compensation Act (Art, 8308 — 1,01 et se q. Tex. Rev. Civ. Stat.) and
minimum policy limits for Employers' Liability of $100,000 each
ace'dent/occurrence, $500,,000 bodi,ty injury disease poticy limit and $100,000
i t I
per disease per employee
Cengage Learning,[tic.
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(d) Technology Liability(E&O)
X1,000,000, Each Claim Limit
$1 1000,000 Aggregate Limit
Coverage shall include, but not be lu-nited to, the following:
(i) Failure to prevent unauthorized access
('11) Unauthorized disclosure of infori-riation
(iii:) Implantation of malicious,code or computer viruS,
(iv) Fraud, Dishonest or Intentional Acts w,ith final adjudication language,
Technology coverage may be provided throtigh an endorsement to the
Commercial General Liability (COQ policy, or a separate policy specific to
Technology E&("). Either is acceptable if coverage meets all other
requirements. Any deductible will be the sole responsibility of'the Prime
Vendor and may not exceed $50,000 Without the written approval of the
City. Coverage shall be claims-i-nade, with a retroactive or prior acts date
that is on or bet re the effective date of this Contract. Coverage shall be
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 the City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name
the 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 shalt include a Waiver of Subrogation
(Right of'Recovery) in flavor of the City of Fort Worth.
(c) A mini'murn of Thirty (30) days notice of cancellation or reduction in limits of
coverage shall, be provided to the City. Teri (10) clays notice shall be
acceptable 'in the event of non-payment of prerniurn. Notice shall be sent to
the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth,
Texas 76102, with copies to the City Attorney at the same address,
(d) The insurers for all ol* * business
p icies inust be licensed and/or approved to do, bus'
in the State of Texas. All insurers 'must have a minimum rating of A- V11 in
the current A.M. 1,11,1.3est 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 the City to reClUest required insurance
documentation shall not constitute a waiver of the insurance requirement.
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M Certificates of hisurance evidencing that the Cengage has obtained all
required insurance shall be delivered to the City pHor to Cengage proceeding
with any work pursuant to this License,
I. NON-DISCRIMINATION COVENANT.
Cengage, for its,elf, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Cengage's
duties and obligations hereunder,: it shall not discriminate in the treatment or
employment of any individual or group of it on any basis prohibited by law. If
any claim, arises from an alleged violation of this non-discrifnination covenant by
Cetigage, its personal representatives, assigns, subcon tractors or successors in interest,
Gale Group agrees to assume such liability and to indemnify and defend the City and
hold the City harmless from such claim.
12, NOTICES.
Notices, required pursuant to the provisions of these Licens,es shall be conclusively
determined to have been delivered when (J) hand-dellvered to the other party, its
agents, employees,, servants or representatives, (2,) delivered by facsimile with
electronic confirmation of the transinission, 01. (3) received by the other party by United
States Mail, registered) return receipt requested, addressed as follows-,
City of Fort Worth Cengage Dear ning, ,Inc.
Attn,- Charles Daniels, A,ttn,- Karen Bailey,
Assistant City Manager Contract Admin.
1000 Throckmorton 27500 Drake Road
Fort Worth TX 76102-6311 Farmington, Michigan 483 31-31.535
Facsimile: (817) 392-8654 Facsimile-, (248) 6991-80,32
]-.I, SOLICITATION OF EMPLOYEES.
Neither the City nor Cengage shall, during the term of these L.icenses and additlionally
for a period of one year after their 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 ten-n of this agreement, without the prior written
consent of the person's employer.
14. GOVERNMENrrAL POWERS ITIES:
It is understood and agreed that by eXeCL,16011 of these Licenses, the, City does not waive
or surrender any of its governmental powers or immunities.
154 NO WAIVER.:
The failure of the City or Cengage to insist upon the performance of any terrn or
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p�rovisio�n of these Licenses or to exercise any right granted herein. shall not constitute a
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waiver of the City's or Cengage's respective right to insist upon appropriate performance
or to assert any such right on any future occasion.
16, SEVERABILITY.,
If any provission of these Licenses are 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.
17, FORCE MAJEURE.
The City and 'engage shall exercise their best efforts to meet their respective duties and
obligations as set -forth in these License, but shall not be held liable for any delay or
omission in performance due to force ina'c :re or other causes beyond their reasonablc
co�ntrol, including, but not litnited to, compliance with any governinent law, ordinance or
regulation, acts, of God,1 acts of the public enemy, fires, strikes, lockouts,, natural
disasters, wars, riots,1 material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes,.
18. HEADINGS NOT CONTROLLING,
Headings and titles used in these Licenses are for reference purposes only, shall not be
deemed a part of these Licenses, and are not intended to define or limit the scope of any
provision of this License.
19. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised these
Licenses, and that the normal rules of construction to the effect that any an.-Ibiguilies are to
be resolved against the drafting party shall not be employed in the interpretation of these
Licenses or exhibits hereto.
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20. AMENDMENTo.
No amendment of these Licenses shall be binding upon a party hereto unless SUCh
amendment is set forth in a written instrument) which is exeCUted by an authorized
representative of each party.
21, ENTLRETYOF LICENSE.
These Licenses, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference., contains the entire understanding and Licenses
between the City and Cengage, their assigns and successors in interest, as to the matters
contained herein. Any prior or contemporaneous oral or written Licenses are hereby
Ceng,age Leanibig,[tic.
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declared nul,l and void to the extent in conflict with any provislon, of the Ucenses.
22. SIGNATURE AUTHORITY,
The person signing this License Agreement hereby wan-ants, that he/she has the legal
authority to execute this License Agreement on behatf of the resplective party, and that
such binding authority has been granted by proper order, resolution, ordinance or other
authorization of the entity, The other party is fully entitled to rely on this warranty and
representation in entering into these Licenses.
23. COUNTERPARTS.
These Licenses 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
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one and the same Instrument.
24. WARRANTV OF SERVICES.
Ceng,age warrants that Its services will be of a professional quality and conform to
generally prevailing industry standards. City must give written notice of any breach of
this warranty within thitly (30) days from the date that the services are completed. In
such event, at Cengage's option, Cengage will provide a pr,o-rata refund of the fees paid
by the City to den age for the nonconforming services for the unexpired term of these
Licenses.
25. PUBLIC'INFORMATION ACT
Consultant understands and acknowledges that the City is a p-ublic entity ender the laws
of the State of Texas and as such, all documents held by the City are subject to disclosure
under Chapter 552 of the Texas Government Code. Consultant shall clearly indicate to
the City what information it deems proprictary, If the City is required to disclose any
documents that may reveal any Consultant Proprietary Inforniation to third parties under
the Texas Government Code, or by any other legal. process, law, rule or Judicial order by
a court of competent jurisdiction, the City will notify Consultant prior to d1sclosure of
such documents, and give Consultant the opportunity to submit reasons for objections, to
disclosure. The City agrees to restrict access to Consultant's information to those plersons
within its organization who have a need to l ow for purposes of management of this
Colntract. The City agrees to inform its employees of the obligations under this paragraph
and to enforce rules and procedures that will prevent any unauthorized disclosure or
transfer of information. The City will use its blest efforts to secure and protect Company's
infon-nation in the same manner and to the same degree it protects its own proprietary
information; however, the City does not guarantee that any inforniation deeniled
proprietary by Consultant witl be protected from public disclosure if release, is required
by law. The foregoing oibiligation regarding confidentiality shall remain in effect for a
period of three (3) years a-fter the expiration of this Contract,
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IN WITNESS WHEREOF,1 the parties hereto have executed t1 is I.tc cnse Agreement in.
multiples this -5A,-,,day ol 2013.
ACCEPTED AND AGREE
CITY OF FORT WORTH.- CENG.AGE LEAWN.ING INC.
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Assistant City Manager General Manage
Date: 49f 473. at e: 8/27/2013
.ATTEST:
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City Secretary
APPROVED AS TO FORM ND LEGALITY:
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Charlene Sanders
Assistant City Attorney
CONTRACT AUTHORIZA44ON:
C: .Nose required
Late Approved.
ngagc Learning,Inc. WORD
OFFICIAL RE
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'age 10 of 15 CITYSECRETARY
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EXHIBIT"A"
SUBSCRIPTION,AND HOSTING SERVICES AGREEMENT
This License Agreement is made as of date of signature by Li�cersee is Iby and between Cengage Learning, Inc.
tic I
engage"), a Delaware corporation, with its principal office at 275001 Drake Rd,, Farmington Hills, Mi., USA
48331-35135 and'the following Licensee:
IName of Licensee: Fort Worth Public L,ibrgry
Jurisdiction of Formation:Texas,
Address,:,5,0 W. Third Street, Fort Worth TX 7'6102-7305
By using the subscription-hosting services available through Cengage or by making the services available to
Authorized Users, the Authorized Users and the Licensee agree to comply with the following terms and conditions,
For purposes of this Agreement "Authorized Sites"' are the Internet websites or any other remote site operated by
Licensee with secure access from which Authorized Users can obtain access to Cengage's databases and services;
"Authorized Users" are employees, staff, students and registered patrons affiliated with the Licensee and persons
with legal access to the Liceinsee's collections and facilities onsite ("walk-ins") and plersonis remote ("remote
users") from Licensee's physical location whose access is authenticated by a secure server or other systems from
Liceiisee's site or campus but not persons at remote sites or campuses with separate administrations (for
avoidance of doubt,separate administrations include without limitation other schools, public libraries and college
and academic uniiversiitiels). Upon request Cengage will provide price quotes to allow for access within sites with
separate administrations.
Use of and access to Cengage databases and seirvices, shall be limited' to the customary services provided to
Authorized Users and shall not include providing access to other libraries or third parties, unless specifically
authorized by Cengage. The Licensee's Authorized Users may only access,the Licensed:Content as defined below)
via the Licensee's Authorized Sites using such Authorized User's personal access codes provided by the Licensee.
Users may not share their access codes with others or access the Licensed Content as an Authorized User under
this Agreement other than via an Authorized Site. For example student patrons in K12 libraries or facilitiels, using
onsite, access to terminals or workstations within school Premises are restricted from accessing the Licensed
Content using plubtic or state issued library identi-fication/user cards without prior written consent of' Cengage.
Subcontractors,affiliates and) other third party contacts of the Licensee are not defined as Authorized Users under
this license and as such are not granted access rights,without the prior written consent of Cengage.
1,01 License
1.1 Grant of License. Cengage hereby grants to Licensee,the non transferable, non-exclusive right to access and
use the content provided by Cengage via the on-line, FTP electronic feled or CD-R products ("Licensed
Content") as listed in the attached schedule, to download, display, view and print andl/or male limiited paper
or electronic copies of citations,, abstracts, fulll text or portions thereof for internal business purposes and for
Licensee's Authorized Users' educational reselarch and personal non-commercial use only. Licensee shall not
use the Licensed Content as a component of, or a basis for, a directory, database, or other publication
prepared for sale,,, exchange, barter or transfer, rent, lease, loan, resell for profit, distribute, alter or in any
other manner commercially elxpiloilit any data or documentation received from the Licensed Content. Cengage
reserves the right at any time to withdraw from the Licensed Content any item or part of an item for which it
no, longer retains sufficient rights,, or which it has reasonable grounds to believe infringes copyright or is
defarnatory,obscene, unlawful or otherwise objectionable,
1.2 Limitation on Grant of Rights. All rights in and to Licensed Content not specifically provided to Licensee
hereunder shall remain the exclusive property of Cengage and its licensors. Accordingly:
a. Licensee may incorporate parts of the Licensed Content in electronic course packs and electronic reserve
collections for the use by Authorized Users but not for printed (hard) copy versions of course pacts,
colmim"lercial use or resale, Each such item shall carry appropriate acknowledgement of the source, listing
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tit,le and au�thor of the extraiclt, title and author o�f thle work and the publisher. Course packs in non-
electronic non-print perceptible form, such as aud,io or Braille, may also be offered to v1sually, impairecil
Authorized Users. The Licensee shall delete or destroy all copies of such items when they are no longer
u�sed for such purpose.
b. Licensee may provide electronic links to the Licensed Content from Licenspe's web palge(s). Cengiage will
a,ssist Licensee upon, re�quest in, cr,elaiting such links effectively. Licensee shall make changes in the
appea:rance of such links and,/or statements accompanying such, links as reasonably requested by
Cengage.
c. Auth,o:rized U�sers, may tra�ns,mit to a third, party inclividuall i�n hard copy or electron ica Ily, minimal,
insubstantial portions of the Licensed Content for personal, scho�larly or educa,tional use, or scientific
research b�ut in no event may a�ny Licensed Content be used or transmitted for commercial purposes. In
addition, Authorized Users have the right to use, with appropriate a,ttribu,tilon to Cenglage, figures, tables
and brief excerpit,s from the Licensed Content in the Authorized User's own scientific, scholarly and
educational,works.
d. Authorized Users who remotely access the Licensed Content may do so from home or another location,
p ided,that proper,se�cur�ity procedu�res,are u,ndertaken by the Licensee that will prevent remote access
rov!
by unauthorized users. Licensee shall take all reasona:ble precautions to limit the usage of the Licensed,
Content to those s,pecifical�ly authiorizeld by this Agreement and shall use reasonable efforts to inform its
Authorized Users of the provislons of t,hi,s Agreement.,The Licensee agrees,to notify Cergageif it becomes
aware of any of'the following: (a) any loss or theft of the Licensee's passwords(s); (b) any unauthorized
u�s,e of any of the Licensee's passwords(s)of the,Licensed Content;or(c),any breach by an Authorized U�ser
of the terms of this Agreement,, Upon becoming aware of any breach of th:e terms of thiis Agreement by
an Authorized User, the Licensee agrees to work with Cengage to correct,such practices. Notification of
cla,ims,of copyright infringemenit regarding materials available oir accessible on, through,, or in con�nection
with Cengage's services may be sent to Cengage Learning, Inc.., 200, First Stamford Place, Stamford, CT
06,91051.,Attention:General Co�unsel
2,0 Warranties.
A. Ceng,age warrants to the Licensee a:nd its Auitho:ri,zed:,Users,that,the Licensed Conteinit',used 'in accorclance with
this Agreement does not infringe the copyright or any other proprietary or irtellectual property rights of any
person., Cengage further warrants that it owns and ha�s the right to make avall�able the Licensed Conte�n�t to the
Licensee.
B. Cengage shall use commercially reasonable efforts to provide continuous availability of the onfinie Licensed
Content, su,bject to perioldic unavailablility clue: to: maintenance of the server(s), the instaillatior or testing of
software,the loading of clata and downtime related to equipment,the failure of communications networks,or
services outside of control of Cengag,e. Ceingage,shall use re�as,onia,ble efforts to, provide an average of 98%up
time per month. Scheduled downtime will be performed at a, time to minimize inconvenience to Licensees
worldwide.
C� Alt�hough Cengage blel,ieves, the Li:censed Content to be rel,iabl,e, Cer,ga,ge: does not guiallrain�tee or wairranit a�ny
information or mater,ials contained in or produced by the Licensed Content or the accuracy, completeness or
rel'iabil�ity of the Licensed Content Any data or information contained in or provided in connectio�n, wlith the
Licensed Content may be incomplete or condensed. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN TH:IS
AGREEMENT, CENGAGE PROVIDES THE LICENSED, CONTENT ON AN "AS IS" BASIS WITHOUT' WARRANTY OF
ANY KIND AND CENGAGE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING,
WITHOUT I-IMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR,A,PARTICULAR PURPOSE. IN NO
EVENT SHALL, CEN�GAGE B,E LIABLE FO,R; INDIRECT, SPECIAL,1 P,U�NITIVE OR, CONSEQUENTIAL DAMAGES
INCLUDING FOR LOST PROFITS,LOST DATA,OR OTHERWISE,
D. IN NO EVENT SHALL CENGIAGE OR, ANY THIRD PARTY' DATA SUPPLIER BE LIABLE FOR DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABIIJTY TO UlSE THiE
LICENSED CONTENT OR FOR THE LOSS OR DAMAGE"OR CORRUPTION 01' DATA, LOSS OF PROGRAMS, LOSS OF
BUSINESS OR GOODWILL, OR OTHER DAMAGES OR LO�SSES OF ANY NATURE ARISING OUT OF THE USE, OR
INABILITY TO USE' THE LICENSED CONTENT, INCLUDING WITHOUT LIMITATION LOSSES ARISING FROM ANY
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ERRORS, OMISSIONS OR OTHER INACCURACiES IN OR CORRUPTION CAUSED WHETHER. BY TRANSMISSION
PROCESSING OR OTHERWISE To THE MATERIAL TERIAL PUBLISHED IN TH'E LICENSED CONTENT OR OTHIERWISE MADE
ACCESSIBLE THROUGH THE LICENSED CONTENT. IN No EVENT .SHALL CENGACE`S OR THIRD PARTY DATA
SUPPLIER'S LIABILITY UNDER T"HIiS AGREEMENT WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR
OTHERWISE EXCEED THE ANNUAL FEE RECEIVED BY CENGAGE FROM LICENSEE..
E. The parties further agree that this license, is subject to the copyright act aind laws goveirning infringement of
copyrights and other intellectual property rights including,without(limitation, 28 U S.C.see. 1498(b).
3.0 Termination
3.1 Either party may at any time (without prejudice to its other rights or remedies)terminate this Agreement aind
any order form hereunder or in connection herewith (an "Order Form")with written notice to the ether party
in the foillowing circumstances:
a. With respect to the delivery of any part of the Licensed Content from any third party (a "Souirce"), upon
requiest of such Source or immediately upon termination of Cengaige's agreem�ent ww,ith such Source.
bM If either party commits a material or persistent breach of any tern'!^w of this Agreement or the terms and
cond'iition of any order Form and fails to remedy the breach (if capable of rerredy) within thirty(30) days
of notification in wvritiing by the non-breaiching party,
c. If the Licensee willingly defaults iin making payment of the fee as specified in Section 4 of thus Agreement.
and fails to remedy such default after receiving thirty(30)days of notification in writing by Cen,gage.
d. If for any reason at any time during any term of this Agreement the Fort Worth City Council fails to
appropriate suifficient funds for the Licensee to, fulfill i its, obligations under this,agreement provided i that
such termination shall be effective on the later of'(i) thirty (30) days following delivery of written notice
from the Licensee to Cengage of the Licensee's intention tol terminate or (ii) the last date for which
fulnding hias been appropriated by the,City Council for the purposes set forth in the Agreement.
e. If Cengage assigns this Agreelrnent to an affiliiate or a successor,in interest or in connection with a change
of control or transfer of assets to which thus Agreement relates and Licensee provides Cengage with thirty
(30)days'advance written notice of the Licensee's intention to terminate.
3.2 On termination,all rights and obligations,of the parties automatically terminate:
a. Licensee, shall immediately cease to distribute, or make available the Licensed) Content to Authorized
Users,and shall destroy all Licensed Content locally mounted pursuant to,Section 1,2
b, on termination of this Agreement by the Licensee for cause,Cengage shall forthwith credit the proportion
of the fee that represents the paid but unexpired part of the access period.
c. iln the case of Licensed Content for vwrhiich a fee is paid for continual or perpetual access to the materials,
on termination of this Agreement, (otherwise than as a result of notice being given by Cengage for breach
of contract)Cengaie shall provide reasonable assistance to the Licensee as needed to enable the Licensele
and any third part vendor engaged) by the Licensee to host, and provide to Licensee and its Authorized
Users uninterrupted)on-line Internet web-based access to the Licensed Content
d. Use of the CCU-ROMs and FTP electroniic feeds after subscription expiration is subjelct to the, liicense
granted under this Agreement. In the case of CCU-ROM or FTP electronic feeds foir which a liceinse fee is
paid for continual or perpetual access to the materials, Licensee may retain the CD,-ROM or FTP1 electronic
feed unless the license is terminated due to breach of this Agreement. In the event of breach of any terra
of this Agreement, Cengage rnay, in addliition to its other legal rights and remedies, terminate the license
granted and upon written notice of such terrninaition Licensee shall certify the destruction olf',all copies of
the,Licensed Content inclluiding the CCU-ROMs or FTP electronic feeds as well as any downloaded copies of'
the licensed materials.
4.0 General
A. ffirmatiive Action Non Di crirnination in Hiring, and Employment. +Cengag,e shall comply with all federal and
staite laws, rules and regul�atilons prolmoti�nig fair employm,ent pirac,tices or prohibiting employment
dliscrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for
employment nor shall any qualified employee be demoted, discharged or otherwise subject to duscri,mination
in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their
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employment because of irace, color, national origin, ancestry, age, sex religion,, disabifty, handicap, sexual
I s y la
orientation or for exercising any right afforded b w.
B. Equal Opportunity. enga ge shall not discriminate against any, individual with respect to his or her
compensation, terms conditions or privileges of empilolyment or discriminate in any way;that would deprive or
intend to deprive any individual of employment opportunities or otherwise adversely affect his or her status
an employee because of such individual's race,, color, religion, sex, natiloinal, origin, agel handicap, medical
condition,sexual orientation or marital status,.
C. Copyrighted Works, Except for the specific rights granted herein, all right, title and interest, Including
copyrights to the Licensed Content, are owned exclusively by Ce,ngage and its licensors. All rights In respect
thereof are reserved to 'en gage and such licensors. Through this Agreement Licensee obtains certain limited
rights to the licensed Content, but Licensee does not obtain or own any rights in the copyrights or any other
intellectual property rights that may be, associated with such Licensed Content. All such copyrights and
Intellectual property rights remain the property of Cengage and its licensors.
D, conifldentiallity. Licensee shall exercise due diligence to maintain all information in confidence, and willl use
the Information solely, in connection with the purposes agreed upon between the parties. "Due diligence"
shall mean at least the same precautions and standard of care Licensee would use to safeguard proprietary
information and financial terms,of its own and other vendors. Notwithstanding the foregoing, the terms and
conditions of this Agreement may be disclosed by Licensee as part of normal reporting and/or evaluation
procedure to those persons within the recipient's organization who have a reasonable need to know the
information and who, have been informed of and agree to abide by the restrictions relating to duplication,
disclosure,and use of all such data and/or information described herein, Ciengage acknow edges that Licensee
may be requi'red to release information in response to a request under the Texas, Public Information Act or in
connection with other legal process, law, rule, or judicial order by a court of competent jurisdiction; Licensee
agrees to utilize its best efforts to notify Cengage prior to any disclosure under su�ch circumstances.
E. Survival..The provisions of Sections 2 and 4(1)shall survive the termination or expiration of this Agreement for
any reason
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EXHIBIT"1311
LICENSED CONTENT,FEES,SUBSCRIPTION PERIOD
Bill to Contact: Fort Worth Public Library
Bill to Add,ress: 500,W.Third Street
Fort Worth,TX 76102-7305
Product #of Sites #of Users/S,ite Extended Price
Opposing Viewpoints in Context Unlimited $9,444.13
Subscription Term Dates:A0/20120-13 10119/2014 Total Subscription Amount,-, $9,,444.131
Term. This Agreement shall cornmence for the Initial Term (the"Initial Term"")and shall extend through the term stated hive
and remain in effect unless earlier ter m,ina:lted or extended as provided for herein,
Payment. All fees shall'include,appilicable sales,use,excise,or similar taxes. The fee is due within thirty(30)days after invoice
date.
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