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HomeMy WebLinkAboutContract 47073 THE PORTAL TO `FEXAsHts,roi�'Y Ci"TYSEcRermy Embcirk, on a Vo)�age ol'Discover,�,, GDNIRAC�T NC This Agreement is entered into as of the I" day of October , 2015 by and between: 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 t. 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 LINT Libraries' Portal to Texas History"' 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 History sm and W11EREAS, 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 F F I 1 A L ',�ii R D C R E R Y R P 14,, T "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) LINT 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 T. 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 RELEASE FOR PUBLICATION(OOC 163) Approved by LINT System General Counsel through 05/08/2015 Page 2 of 6 including in connection with fee-far-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 T 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, transform, 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 UNT 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. RELEASE FOR PUBLICATION(OGC 163) Approved by UNT System General Counsel through 05/08/2015 Page 3 of 6 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 par-ties 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) ILINIT 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 LTNT 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 normal 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 RELEASE FOR PUBLICATION(OGC 163) Approved by UNT System General Counsel through 05/08/2015 Page 4 of 6 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 Sign tune J Date 4ned' Date signe APPROVED AS TO FORM AND LEGALITY Paige Me ne Assistant City Attorney AT-1 1S.1." ary J. r City Secretary OFF110ML tiECORD� FI"', W0RTi"-`,(, '111A RELEASE FOR PUBLICATION(OGC 163) Approved by LNT System General Counsel through 05/08/2015 Page 5 of 6 Exhibit 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) Approved by UNT System General Counsel through 05/08/2015 Page 6 of 6