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R19-144 RESOLUTION NO. R19-144 P. A RESOLUTION OF THE BOYNTON BEACH, FLORIDA, APPROVING AND AUTHORIZING THE II CITY MANAGER TO ENTER INTO AN i AGREEMENT FOR AN ANNUAL SUBSCRIPTION G FOR THE LIBRARY WITH EBSCO NOVELIST i DATABASE FOR A ONE YEAR PERIOD IN THE AMOUNT OF $8,286.00; AND PROVIDING AN 1 M EFFECTIVE DATE. 1 11 WHEREAS, Novelist Complete is an online database comprised ofNoveList Plus; 1 c NoveList Select and Library Aware that provides customers with access to an assortment 11 of recommendation lists; and 1 i WHEREAS, upon recommendation of staff, the CityCommission of the Cityof MP 11 Boynton Beach does hereby approve the annual subscription with EBSCO Novelist 1 Database for one year in the amount of$8,286.00. 1 NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF 1 i THE CITY OF BOYNTON BEACH,FLORIDA,THAT: s Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed • as being true and correct and are hereby made a specific part of this Resolution upon •P. adoption hereof. •c Section 2. The City Commission of the City of Boynton Beach,Florida,hereby 41 approves and authorizes the City Manager to enter into an Agreement for an annual 5 subscription with EBSCO Novelist Database for the Library for a one year period in the 26 amount of$8,286.00, a copy of which is attached hereto as Exhibit"A". Section 3. That this Resolution shall become effective immediately. S:\CA\RESO\Agreements\EBSCO Novelist Database Agreement-Reso.dccx PASSED AND ADOPTED this day of December, 2019. CITY OF BOYNTON BEACH,FLORIDA YES NO Mayor—Steven B. Grant t,✓ Vice Mayor—Justin Katz ✓ Commissioner—Mack McCray ✓ Commissioner—Christina L. Romelus Commissioner—Ty Penserga VOTE S'+� ATTEST: C stal Gibson, MMC C ty Clerk (Corporate Seal) \t T . ,-, / 0 o , y _ O • - • • • •1 S:\CA\RESO\Agreements\EBSCO Novelist Database Agreement-Reso.docx (\ \\ U EBSCO CustlD: s8369469 WS R478360 Product Order Form CustID: R478360 10 Estes Street Date: 10/29/2019 P.O.Box 682 (978)356-6500 Page 1 of 1 Ipswich,MA 01938 (800)653-2726 USA Fax:(978)356-5640 www.ebsco.com information@cpnet.com Purchasing Customer Billing Address BOYNTON BEACH PUBLIC LIBRARY BOYNTON BEACH PUBLIC LIBRARY REFERENCE DEPT REFERENCE DEPT 208 S SEACREST BLVD 208 S SEACREST BLVD BOYNTON BEACH,FL,33435 BOYNTON BEACH,FL,33435 USA USA Contact: Your invoice will be sent to: Jeannie Taylor Jeannie Taylor 5617426396 taylorjd@bbfl.us taylorjd@bbfl.us De1e wee, .• NVL Complete $8,286.00 Novelist Select 11/01/2019 10/31/2020 NoveList Plus 11/01/2019 10/31/2020 LibraryAware 11/01/2019 10/31/2020 NoveList K-8 Plus 11/01/2019 10/31/2020 Total: $8,286.00 The above excludes all applicable tax Currency: US Dollar Price represented is the cash discounted price for payments received by check or electronic payment.If paying by a method other than check or electronic payment, please inquire for non cash discounted pricing.Payment due upon receipt of invoice.Interest of 1 percent per month charged for payment received later than 30 days after invoice date.eBooks and eAudiobooks ordered are non-returnable and non-refundable. Terms and Conditions Customer agrees to terms and conditions of the appropriate license agreement for usage of purchased access or subscription to electronic databases,econtent and services.If ordering ebooks or audiobooks,customer also agrees to the terms and conditions of the Library eContent Agreement. Authorized Signature: Y/ (7Z' _ .0-41....)-€Y Date: DECEMBER 12, 2019 Print Name: LORI LAVERRIERE Title: CITY MANAGER Please sign,scan and email this form to:AMY DIPIANO at adipiano@ebsco.com APPR• , - TO :•• Thank you for your business! If unable to scan,please fax to:978-356-5640 CITY ATTORNEY EBSCO LICENSE AGREEMENT By using the services available at this site or by making the services available to Authorized Users, the Authorized Users and the Licensee agree to comply with the following terms and conditions (the"Agreement"). For purposes of this Agreement, "EBSCO" is EBSCO Publishing, Inc.; the"Licensee" is the entity or institution that makes available databases and services offered by EBSCO; the"Sites" are the Internet websites offered or operated by Licensee from which Authorized Users can obtain access to EBSCO's Databases and Services; and the"Authorized User(s)"are employees, students, registered patrons, walk-in patrons, or other persons affiliated with Licensee or otherwise permitted to use Licensee's facilities and authorized by Licensee to access Databases or Services. "Authorized User(s)"do not include alumni of the Licensee. "Services" shall mean EBSCOhost, EBSCOhost Integrated Search, EBSCO Discovery Service EBSCO eBooks, Flipster, PrepSTEP and related products to which Licensee has purchased access or a subscription. "Services" shall also include audio books and eBooks to which a Licensee has purchased access or a subscription and periodicals to which Licensee has purchased a subscription. "Databases" shall mean the products made available by EBSCO. EBSCO disclaims any liability for the accuracy, completeness or functionality of any material contained herein, referred to, or linked to. Publication of the servicing information in this content does not imply approval of the manufacturers of the products covered. EBSCO assumes no responsibility for errors or omissions nor any liability for damages from use of the information contained herein. Persons engaging in the procedures included herein do so entirely at their own risk. I. LICENSE A. EBSCO hereby grants to the Licensee a nontransferable and non-exclusive right to use the Databases and Services made available by EBSCO according to the terms and conditions of this Agreement. The Databases and Services made available to Authorized Users are the subject of copyright protection, and the original copyright owner(EBSCO or its licensors) retains the ownership of the Databases and Services and all portions thereof. EBSCO does not transfer any ownership, and the Licensee and Sites may not reproduce, distribute, display, modify, transfer or transmit, in any form, or by any means, any Database or Service or any portion thereof without the prior written consent of EBSCO, except as specifically authorized in this Agreement. B. The Licensee is authorized to provide on-site access through the Sites to the Databases and Services to any Authorized User. The Licensee may not post passwords to the Databases or Services on any publicly indexed websites. The Licensee and Sites are authorized to provide remote access to the Databases and Services only to their patrons as long as security procedures are undertaken that will prevent remote access by institutions, employees at non- subscribing institutions or individuals, that are not parties to this Agreement who are not expressly and specifically granted access by EBSCO. For the avoidance of doubt, if Licensee provides remote access to individuals on a broader scale than was contemplated at the inception of this Agreement then EBSCO may hold the Licensee in breach and suspend access to the Database(s)or Services. Remote access to the Databases or Services is permitted to patrons of subscribing institutions accessing from remote locations for personal, non- commercial use. However, remote access to the Databases or Services from non- subscribing institutions is not allowed if the purpose of the use is for commercial gain through cost reduction or avoidance for a non-subscribing institution. C. Licensee and Authorized Users agree to abide by the Copyright Act of 1976 as well as by any contractual restrictions, copyright restrictions, or other restrictions provided by publishers and specified in the Databases or Services. Pursuant to these terms and conditions, the Licensee and Authorized Users may download or print limited copies of citations, abstracts, full text or portions thereof, provided the information is used solely in accordance with copyright law. Licensee and Authorized Users may not publish the information. Licensee and Authorized Users shall not use the Database or Services as a component of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Databases or Services or any of the content therein in any manner, nor use same for sale or distribution. Licensee and Authorized Users may create printouts of materials retrieved through the Databases or Services via online printing, offline printing, facsimile or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Databases or Services shall be for internal or personal use. Downloading all or parts of the Databases or Services in a systematic or regular manner so as to create a collection of materials comprising all or part of the Databases or Services is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict the use of the materials under the doctrine of"fair use"as defined under the laws of the United States. Publishers may impose their own conditions of use applicable only to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content. The Licensee shall take all reasonable precautions to limit the usage of the Databases or Services to those specifically authorized by this Agreement. D.Authorized Sites may be added or deleted from this Agreement as mutually agreed upon by EBSCO and Licensee E. Licensee agrees to comply with the Copyright Act of 1976, and agrees to indemnify EBSCO against any actions by Licensee that are not consistent with the Copyright Act of 1976. F. The computer software utilized via EBSCO's Databases and Service(s) is protected by copyright law and international treaties. Unauthorized reproduction or distribution of this software, or any portion of it, is not allowed. User shall not reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the software, or create derivative works from the software. G. The Databases are not intended to replace Licensee's existing subscriptions to content available in the Databases. H. Licensee agrees not to include any advertising in the Databases or Services. II. LIMITED WARRANTY AND LIMITATION OF LIABILITY A. EBSCO and its licensors disclaim all warranties, express or implied, including, but not limited to, warranties of merchantability, noninfringement, or fitness for a particular purpose. Neither EBSCO nor its licensors assume or authorize any other person to assume for EBSCO or its licensors any other liability in connection with the licensing of the Databases or the Services under this Agreement and/or its use thereof by the Licensee and Sites or Authorized Users. B. THE MAXIMUM LIABILITY OF EBSCO AND ITS LICENSORS, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED TO THE PRODUCTS, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY EBSCO FROM LICENSEE HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL EBSCO OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE DATABASES OR SERVICES OR TO THESE TERMS AND CONDITIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. C. Licensee is responsible for maintaining a valid license to the third party resources configured to be used via the Services(if applicable). EBSCO disclaims any responsibility or liability for a Licensee accessing the third party resources without proper authorization. D. EBSCO is not responsible if the third party resources accessible via the Services fail to operate properly or if the third party resources accessible via the Services cause issues for the Licensee.While EBSCO will make best efforts to help troubleshoot problems, Licensee acknowledges that certain aspects of functionality may be dependent on third party resource providers who may need to be contacted directly for resolution. III. PRICE AND PAYMENT A. License fees have been agreed upon by EBSCO and the Licensee, and include all retrospective issues of the Product(s)as well as updates furnished during the term of this Agreement. The Licensee's obligations of payment shall be to EBSCO or its assignee. Payments are due upon receipt of invoice(s)and will be deemed delinquent if not received within thirty(30)days. Delinquent invoices are subject to interest charges of 12% per annum on the unpaid balance(or the maximum rate allowed by law if such rate is less than 12%). The Licensee will be liable for all costs of collection. Failure or delay in rendering payments due EBSCO under this Agreement will, at EBSCO's option, constitute material breach of this Agreement. If changes are made resulting in amendments to the listing of authorized Sites, Databases, Services and pricing identified in this Agreement pro rata adjustments of the contracted price will be calculated by EBSCO and invoiced to the Licensee and/or Sites accordingly as of the date of any such changes. Payment will be due upon receipt of any additional pro rata invoices and will be deemed delinquent if not received within thirty(30)days of the invoice dates. B. Taxes, if any, are not included in the agreed upon price and may be invoiced separately. Any taxes applicable to the Database(s) under this Agreement, whether or not such taxes are invoiced by EBSCO, will be the exclusive responsibility of the Licensee and/or Sites. IV.TERMINATION A. In the event of a breach of any of its obligations under this Agreement, Licensee shall have the right to remedy the breach within thirty(30)days upon receipt of written notice from EBSCO. Within the period of such notice, Licensee shall make every reasonable effort and document said effort to remedy such a breach and shall institute any reasonable procedures to prevent future occurrences of such breaches. If the Licensee fails to remedy such a breach within the period of thirty(30)days, EBSCO may(at its option)terminate this Agreement upon written notice to the Licensee. B. If EBSCO becomes aware of a material breach of Licensee's obligations under this Agreement or a breach by Licensee or Authorized Users of the rights of EBSCO or its licensors or an infringement on the rights of EBSCO or its licensors, then EBSCO will notify the Licensee immediately in writing and shall have the right to temporarily suspend the Licensee's access to the Databases or Services. Licensee shall be given the opportunity to remedy the breach or infringement within thirty(30)days following receipt of written notice from EBSCO. Once the breach or infringement has been remedied or the offending activity halted, EBSCO shall reinstate access to the Databases or Services. If the Licensee does not satisfactorily remedy the offending activity within thirty(30)days, EBSCO may terminate this Agreement upon written notice to the Licensee. C. The provisions set forth in Sections I, II and V of this Agreement shall survive the term of this Agreement and shall continue in force into perpetuity. V. NOTICES OF CLAIMED COPYRIGHT INFRINGEMENT EBSCO has appointed an agent to receive notifications of claims of copyright infringement regarding materials available or accessible on, through, or in connection with our services. Any person authorized to act for a copyright owner may notify us of such claims by contacting the following agent: Kim Stam, EBSCO Publishing, 10 Estes Street, Ipswich, MA 01938; phone: 978-356-6500; fax: 978-356-5191; email: kstam@ebsco.com. In contacting this agent, the contacting person must provide all relevant information, including the elements of notification set forth in 17 U.S.C. 512. VI. GENERAL A. Neither EBSCO nor its licensors will be liable or deemed to be in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, rain,fire, flood, accidents, earthquake(s), strikes or labor shortages, transportation facilities shortages or failures of equipment, or failures of the Internet. B. This Agreement and the license granted herein may not be assigned by the Licensee to any third party without written consent of EBSCO. C. If any term or condition of this Agreement is found by a court of competent jurisdiction or administrative agency to be invalid or unenforceable, the remaining terms and conditions thereof shall remain in full force and effect so long as a valid Agreement is in effect. D. If the Licensee and/or Sites use purchase orders in conjunction with this Agreement, then the Licensee and/or Sites agree that the following statement is hereby automatically made part of such purchase orders: "The terms and conditions set forth in the EBSCO License Agreement are made part of this purchase order and are in lieu of all terms and conditions, express or implied, in this purchase order, including any renewals hereof." E. This Agreement represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, written and/or oral. There are no representations,warranties, promises, covenants or undertakings, except as described here. F, EBSCO grants to the Licensee a non-transferable right to utilize any IP addresses provided by EBSCO to Licensee to be used with the Services. EBSCO does not transfer any ownership of the IP addresses it provides to Licensee. In the event of termination of the Licensee's license to the Services, the Licensee's right to utilize such IP addresses will cease. PUBLIC RECORDS. Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty(30)days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: A. Keep and maintain public records required by the CITY to perform the service; B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and D Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CRYSTAL GIBSON, CITY CLERK 3301 QUANTUM BLVD., SUITE 101 BOYNTON BEACH, FLORIDA, 33426 561-742-6061 GIBSONC@BBFL.US SCRUTINIZED COMPANIES -- 287.135 AND 215.473 By execution of this Agreement, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety(90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes."