R19-146 1 RESOLUTION NO. R19-146
2
A RESOLUTION OF THE BOYNTON BEACH,
4 FLORIDA, APPROVING AND AUTHORIZING THE
CITY MANAGER TO ENTER INTO AN
AMENDMENT TO SUBSCRIPTION AND HOSTING
i SERVICES AGREEMENT BETWEEN CENGAGE
LEARNING, INC., AND THE CITY OF BOYNTON
BEACH FOR AN ANNUAL SUBSCRIPTION FOR THE
1C LIBRARY FOR CAREER ONLINE SCHOOL FOR A
11 ONE YEAR PERIOD IN THE AMOUNT OF $5,090.00;
1�y AND PROVIDING AN EFFECTIVE DATE.
12
1 q WHEREAS, the Boynton Beach Library is offering the opportunity to earn an
19 accredited high school diploma and credentialed career certificate through Career Online
19 High School; and
17 WHEREAS, upon recommendation of staff, the City Commission of the City of
1€ Boynton Beach does hereby approve the annual subscription with Cengage Learning Center
15 Online School for a period of one year in the amount of$5,090 and authorize the City
2C Manager to sign the Amendment to Subscription and Hosting Services Agreement between
21 Cengage Learning, Inc., and the City of Boynton Beach.
2C� NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF
22 THE CITY OF BOYNTON BEACH, FLORIDA,THAT:
24 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed
29 as being true and correct and are hereby made a specific part of this Resolution upon
2€ adoption hereof.
27 Section 2. The City Commission of the City of Boynton Beach,Florida,hereby
29 approves the annual subscription with Cengage Learning Center Online School for a period
2S of one year in the amount of $5,090 and authorizes the City Manager to sign the
20 Amendment to Subscription and Hosting Services Agreement between Cengage Learning,
S:\CA\RESO\Agreements\Cengage Online School Agreement-Reso.docx
Inc., and the City of Boynton Beach, a copy of which is attached hereto as Exhibit"A".
Section 3. That this Resolution shall become effective immediately.
3 PASSED AND ADOPTED this 34 day of December, 2019.
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5 CITY OF BOYNTON BEACH,FLORIDA
YES NO
Mayor—Steven B. Grant ✓
10 Vice Mayor—Justin Katz ✓
1
1. Commissioner—Mack McCray ✓
1
1 Commissioner—Christina L. Romelus
1'
1: Commissioner—Ty Penserga ✓
1
1:
1• VOTE
21 ATTEST:
2
2 •
Cry;. al Gibson,
2' City Clerk
2
2:
2• (Corporate Seal)
ir
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417,0'; " G
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S:\CA\RESO\Agreements\Cengage Online School Agreement-Reso.docx
AMENDMENT TO SUBSCRIPTION AND HOSTING SERVICES AGREEMENT
BETWEEN CENGAGE LEARNING INC.AND THE CITY OF BOYNTON BEACH
This Amendment to the Subscription and Hosting Agreement("Amendment")is made as of the date of signature by
Cengage on this Amendment(the"Effective Date"),by and between Cengage Learning,Inc.,a Delaware corporation,
with offices at 5191 Natorp Boulevard,Mason,Ohio 45040("Cengage"),and The City of Boynton Beach("Licensee").
WHEREAS,Cengage and Licensee are parties to that certain Subscription and Hosting Services Agreement,dated as
of 10/17/2017,as amended from time to time("Agreement");
WHEREAS,the parties wish to amend certain terms of the Agreement in accordance with this Amendment;
NOW THEREFORE, for consideration of the agreements and obligations set forth in the Agreement and this
Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,the parties hereto agree as follows:
1. Modifications to the Agreement.The Agreement is hereby modified to add the product identified in Exhibit A
attached herein.
2. Effective Date.The modifications set forth In Exhibit A shall be effective on the date of signature by the Cengage
on this Amendment.
3. Legal Effect. Except as set for the herein, all of the terms and conditions of the Agreement shall remain in full
force and effect. In the event of conflicting or additive terms between the terms of the Agreement and this
Amendment,the terms of this Amendment shall apply in lieu of those in the Agreement.Any capitalized term
used in this Amendment shall have the meaning given thereto in the Agreement.
IN WITNESS WHEREOF,the parties hereto have entered into this Amendment as of the date below written.
CITY OF BOYNTON BEACH
CENGAGE LEARNING INC.
By: �• k By: U/ gen L//l< #il
Name: LORI LAVERRIERE Name: Brian McDonough
Title: CITY MANAGER Title: SVP, North American Sales
Date: DECEMBER 12, 2019 Date: 1/9/2020
APPROVE if J. '�•''
CITY ATTORNEY
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AgfactrUactqescription and Hosting Agreement 1
EXHIBIT A
LICENSED CONTENT,FEES,SUBSCRIPTION ACCESS PERIOD,ADDITIONAL TERMS
The following Licensed Content, Fees, Subscription Access Period, and Additional Terms are hereby incorporated
under and shall supersede any conflicting and supplement all otherterms and conditions specified in the Subscription
and Hosting Services Agreement dated 10/17/2017 between Cengage Learning, Inc.,and("Licensee").
A. Fees.In consideration for the products provided,the Licensee shall pay Cengage according to the following
schedule:
Pre-Requisite Program
Unlimited us of Student Recruitment Site-$2,500
(November 15, 2019 to November 14, 2020)
Scholarship Pricing—2 Scholarships purchased-$2,590 total
Total-$5,090
B. Payment.All fees shall include applicable sales,use,excise,or similar taxes.The fee is due within thirty(30)
days after invoice date.
C. Term.This Amendment shall commence for the Initial Term (the"Initial Term") and shall extend through
the term stated above and remain in effect unless earlier terminated or extended as provided for herein. This
Amendment may be renewed at the end of the Initial Term unless the Licensee provides Cengage with notice of
termination at least thirty(30) days prior to the end of the term. Any notice of termination will be effective upon
Cengage's receipt thereof.
Bill to Address:
Boynton Beach Public Library
208 5 Seacrest Blvd
Boynton Beach, FL 33435
D. Additional Terms.
PUBLIC RECORDS. Sealed documents received by the Licensee in response to an invitation are exempt from public
records disclosure until thirty(30)days after the opening of the Bid unless the Licensee announces intent to award
sooner,in accordance with Florida Statutes 119.07.
The Licensee is public agency subject to Chapter 119, Florida Statutes. Cengage shall comply with Florida's Public
Records Law.Specifically,Cengage shall:
Keep and maintain public records required by the LICENSEE to perform the service;
Upon request from the LICENSEE's custodian of public records, provide the LICENSEE 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;
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,Cengage shall destroy all copies of such confidential and exempt records remaining in its
possession once Cengage transfers the records in its possession to the LICENSEE;and
Upon completion of the contract, Cengage shall transfer to the LICENSEE, at no cost to the LICENSEE, all public
records in Cengage's possession All records stored electronically by Cengage must be provided to the LICENSEE,upon
request from the LICENSEE's custodian of public records, in a format that is compatible with the information
toAffac0348*scription and Hosting Agreement 2
technology systems of the LICENSEE.
IF CENGAGE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO CENGAGE'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, Cengage certifies that Cengage is not participating in a boycott of Israel. Cengage
further certifies that Cengage 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 Cengage been engaged in business operations in Syria. Subject to limited exceptions
provided in state law, the Licensee 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
Licensee shall provide notice, in writing, to Cengage of the Licensee's determination concerning the false
certification.Cengage 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,Cengage 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 Cengage does not demonstrate that the Licensee's determination of false certification was made in error then the
Licensee 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."
TERMINATION
Upon thirty(30) calendar days' written notice to Cengage, Licensee may, without cause and without prejudice to
any other right or remedy, terminate this Agreement for Licensee's convenience. Where the Agreement is
terminated for the convenience of Licensee,the notice of termination to Cengage must state that the Agreement is
being terminated for the convenience of the Licensee under this termination clause, the effective date of the
termination, and the extent of termination. Cengage shall be paid for the services up to and including the effective
date of the termination.This shall mean payment for all completed tasks and payment for uncompleted tasks based
upon a percentage of completion of such uncompleted tasks. Cengage shall not be paid on account of loss of
anticipated profits or out of or resulting from such termination.
DISCIPLINARY ACTION
Cengage agrees to immediately notify the Licensee of any disciplinary action imposed against the Cengage or any of
its employees by any regulatory agency with the charge of regulating the Cengage.
LIMITATION OF LIABILITY
Notwithstanding any provision of the Agreement to which it is applicable, Licensee shall not be liable or responsible
to Cengage beyond the total amount of License fees due Cengage as set forth in this Agreement., regardless of
whether said liability be based in tort, contract, indemnity or otherwise; and in no event shall Licensee be liable to
Cengage for punitive or exemplary damages or for lost profits or consequential damages.
{ uali4ascription and Hosting Agreement 3