CM-09-03-039TEXAS STATE LIBRARY AND ARCHIVES COMMISSION
CONTRACT NUMBER 306-09-8478
1. Parties
The parties to this contract are the Texas State Library and Archives Commission, an agency of
the State of Texas, hereinafter referred to as the Commission; and the City of Round Rock,
Texas, a Texas municipal corporation, hereinafter referred to as the City or the Contractor.
2. Purpose
The purpose of this Contract is to grant a license to the Commission for use of all copyrightable
materials produced by the Contractor pursuant to a previous contract between Commission and
Contractor, designated as Contract No. 306-09-8478.
3. Rights Granted
Non-exclusive Commercial License. The City hereby grants to the Commission in perpetuity the
non-exclusive right to distribute, display, perform, transmit, and publish throughout the world the
Work as described in Section 5, below. No royalty shall be paid for the use of the Work except
as provided in this Contract.
4. Description of the Work
The Work which is the subject of this Contract is a video recording entitled "2009 Texas
Reading Club Video."
5. Delivery of the Work
The City will deliver the Work to the Commission in a suitable format no later than March 17,
2009.
6. Quoted Material
With the exception of short excerpts from others' works, which constitute fair use, the Work will
contain no material from other copyrighted works without a written consent of the copyright
holder. The City will obtain such consents at its own expense after consultation with the
Commission and will file them with the Commission at the time the Work is delivered. Any
obligations associated with permissions for the use of the Work will be the responsibility of the
City.
7. Copyright
The City has or may register the copyright in the Work in the City's name in the United States
and elsewhere as the City may elect.
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8. City's Warranty
The City warrants that it is the sole owner of the Work and has full power and authority to make
this Contract; that the Work does not infringe any copyright, violate any property rights, or
contain any scandalous, libelous, or unlawful matter. The City will defend the Commission
against all claims, suits, costs, damages, and expenses that the Commission may sustain by
reason of any scandalous, libelous, or unlawful matter contained or alleged to be contained in the
Work or any infringement or violation by the Work of any copyright or property right of any
person other than the City; and until such claim or suit has been settled or withdrawn, the
Commission may withhold any sums due the City under this Contract.
9. Commission's Warranty
The Commission warrants that its use of the Work will not breach, infringe, or void the copyright
interest of the City in the Work. The Commission's use of the Work will be consistent with the
intent and purposes of the Work.
10. Consideration
In consideration of this Contract, the Commission shall pay the City the sum of $1,000.00 (One
Thousand and No/100 Dollars) upon delivery and acceptance of the Work.
11. Retained Rights
The City shall have the right to license, sell, or otherwise dispose of the following rights in the
Work: Publication or sale by book clubs; reprint rights; foreign rights; translation rights;
publication in anthologies, compilations, digests, condensations; first and second serial rights (in
one or more installments); dramatic, motion picture, and television rights; broadcast by radio;
recordings; electronic, mechanical, and visual reproduction; computer programs; microprint,
microfiche, and microfilm editions; syndication rights; permission rights (quotations, excerpts,
illustrations, etc.); any other rights to the Work not specifically enumerated; and otherwise utilize
the Work and material based on the Work.
12. Revisions
The City shall retain the right to revise the Work during the term hereof. The City may furnish
the Commission with the revised Work at no additional cost and the Commission further agrees
to use the revised Work within ninety (90) days upon the receipt of a written request from the
Contractor, provided that the revised Work is acceptable to the Commission in its sole discretion.
13. Term and Termination
a. This Contract shall remain in effect in perpetuity unless terminated in accordance
with this Section 13. Upon termination in accordance with this Section 13, the rights granted in
the Work shall revert to the City, subject to retention by the Commission of the non-exclusive,
perpetual right and license to use the Work for internal nonprofit educational purposes.
Page 2 of 4
b. In the event that either Party shall be in default of its material obligations under
this Contract and shall fail to remedy such default within sixty (60) days after receipt of written
notice thereof, this Contract shall terminate upon expiration of the sixty (60) day period.
c. The parties may agree to terminate this Contract by mutual written consent.
14. Options/Contracts with Third Parties
Nothing contained herein shall affect any license or other grant of rights, options, or agreements
made with third parties by the City or the in the income resulting from such agreements.
15. Amendments
The written pro visions contained in h s Contract constitute the sole and entire Contract made
between the Commission and the City concerning this Work, and any amendments to this
Contract shall not be valid unless made in writing and signed by both Parties.
16. Construction, Binding Effect, and Assignment
This Contract shall be construed and interpreted according to the laws of the State of Texas and
shall be binding upon the parties hereto, their heirs, successors, assigns, and personal
representatives; and references to the Commission and to the City shall include their heirs,
successors, assigns, and personal representatives.
IN WITNESS WHEREOF, the parties have duly executed this Contract on the last date written
below. The persons signing this Contract have full authority to obligate the Parties hereto.
[Signatures appear on following page]
Page 3 of 4
Texas State Library and Archives Commission
P.O. Box 12516
Austin, Texas 78711-2516
Edward Seidenberg
Assistant State Librarian
Date
O
a - n Drabek, Chief Fiscal Officer
Administrative Services Director
Deborah Littrell, Director
Library Development Director
Christine McNew,
Youth Services Consultant
YY1A.Liim
It'4� 1- 1
Jill Sutherland, CTPM
Senior Purchaser
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
es R. Nuse, P.E., City Manager
cutch 20, 2009
Date
Type or print name of local fiscal officer responsible for
Division Approval account into which these funds are to
be paid.
Name of Fiscal Officer
Title (Must be an official of the Performing Agency)
Address
Telephone Number
Page 4 of 4
SUPPLEMENTAL AGREEMENT NO. 1
TO STATE OF TEXAS PURCHASE ORDER NO. 306-09-8478
AND ACCOMPANYING GENERAL TERMS AND CONDITIONS
By signature hereon, both parties expressly accept and agree that this "Supplemental
Agreement No. 1" shall amend and supplement State of Texas Purchase Order 306-09-8478, its
attached and accompanying General Terms and Conditions, and any other documents which are
made a part of the Agreement by reference or incorporation. Additionally, both parties expressly
accept and agree that all such contract documents are complementary, and what is required by
one shall be as binding as if required by all. Additionally, both parties expressly accept and
agree that, in the event of disagreement, the following order of precedence of documents shall
govern interpretation: (a) this signed Supplemental Agreement No. 1 shall have top priority; and
(b) the signed Agreement shall have second priority.
For good and sufficient consideration, which the parties hereby affirm, the parties
contractually agree as follows:
(1)
Under General Terms and Conditions A.1., the sentence shall be struck through as
written:
and shall be replaced by the following:
1. The Vendor (City of Round Rock, Texas) retains the copyright on the work
the subject of this Agreement, the 2009 Texas Reading Club Video.
(2) Under General Terms and Conditions A.5.d., the sentence shall be struck through as
written:
its officers, agents and employees from and against all claims, actions, suits, demands,
and shall be replaced by the following:
d. Both parties shall mutually defend, indemnify, and hold harmless the other
party, and all of its officers, agents and employees, from and against all claims,
actions, suits, demands, proceedings, costs, damages, and liabilities, arising out of,
connected with, or resulting from any acts or omissions of the other party or any
agent, employee, subcontractor, or supplier of the other party in the execution or
performance of this contract.
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(3) Under General Terms and Conditions B. entitled "Dispute Resolution," the following
paragraph shall be added after the final paragraph:
Both parties hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by
any arbitration proceeding, including without limitation, any proceeding under the
Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration
statute.
(4) Under General Terms and Conditions I. entitled "Publicity," the sentence shall be struck
through as written:
(5)
I.
Publicity. Vendor agrees that it shall not publicize -this agreement or disclose,
and shall be replaced with the following:
I. Publicity. Vendor (City of Round Rock, Texas) retains copyright and
rights to the work the subject of this Agreement, the 2009 Texas Reading Club
Video. For purposes of this Agreement, TSLAC expressly acknowledges its
understanding and agreement that Vendor is subject to the Texas Public
Information Act, and that Vendor's duties run in accordance therewith.
Under General Terms and Conditions M. entitled "Property Rights," the entire
Subsection M shall be struck through in its entirety and shall be replaced with the
following:
M. Property Rights. Both parties expressly agree that the work the subject of
this Agreement, the 2009 Texas Reading Club Video, is not a work made for hire,
and that such work (and all rights therein) shall not belong to and be the sole and
exclusive property of TSLAC. Copyright and rights to the work are retained by
and belong to Vendor (City of Round Rock, Texas), and are not by this Agreement
sold, assigned, or transferred to TSLAC, and remain the sole and exclusive
property of Vendor.
(6) Under General Terms and Conditions N. entitled "Acceptance of Products and Services,"
the sentence shall be struck through as written:
performed under this agreement shall be to the satisfaction of TSLAC and in accordance
•
2
and shall be replaced by the following:
N. Acceptance of Products and Services. All products furnished and all services
performed under this agreement were sought be TSLAC and accepted "as is," and
TSLAC acknowledges the quality, acceptability, and fitness of such products and
services.
IN WITNESS WHEREOF, the parties have executed this Supplemental Agreement No. 1
as indicated below.
ATTEST:
?_944U, L. tdL,t-1:f,
Sara L. White, City Secretary
FO ' ITY, APPROVED AS TO FORM:
Stepha L. Sheets, City Attorney
CITY OF ROUND ROCK, TEXAS
By:
Printed
Title:
Date:
TEXAS STATE LIBRARY AND ARCHIVES
COMMISSION
By:
KAJ1/141
Printed Name:
Title:
Date:
3
STATE OF TEXAS
PURCHASE ORDER
1 Agen,:y Name
TEXAS STATE LIBRARY ANI)
AR(THIVES CONIMISSIONau
"l'ilx exempt agency of the 1;exas State Government
2 Purchase
order number
306-09-8478
rage 1 of 1
3. (.innt doctiinent number
-
4. PCC
I'
5. Agency number
306
6. Recycled Code
NA
7, Document (order) ainount
$1,000.00
8. REF DOC
9. Vendi r dddress 11 1.;
'ES NO 1 X
10, Vendor Identification No.
City of Rthind Rock
i 7;460174851
221 Hist Main Set
R,,und R(0,...k. rx T•1004
11. Person contacted, phone, fax. or other contact in rt,
Rick Bowden; rbowdenO.round-rock.mus
Phone, 218-5459 Fax:
12. ;.kgency ii voice -address
**Accomning Department
rcvas Stale Library and Archives Commission
P. 0. Bus: 12516
Ativiin, TX 78711-2516
Email: invoicesdicroontinwirtsi.state.tsms
Phone; 512.463-5473; Fa: 512-475-0185
13. Destination or goods or service
**Please note new Receiving address**
Texas State Library and Archives Commission
1201 Brazos Street, Dock ArcaiG-007
Austin, TX 7870!
4, Agenc>. i„;ontaet; Renee Pogue; Phone: 512403-54704; Fax 512-475 3393; E-initil: rpogue4tsl,state.tx.us
Project contact, Christine McNew Phone. 512-463-6623
15. Order '1),pe: Spot: Service: X Catalog: Emergency: Direct Pub:
16 SPX
M
TC
INDIA
AY
A013.1
C013.1
AMOUNT
INVOICE NO.
001
24331
litN
7299
$1,000..00
17. Service )ates of Expected 1)clivery Date: Video rights to begin on acceptance o1 final draft - pe •petuity Alti. FOB Designation
ine
Number
19 Descripiion olGoods or Servii:es
20.Nkil'
Code
21 Unit
22. Qty
23. Unit
Price
24. iixtended
.Amouni
;
liee is Cor the right to distribute the rocas Reading ('lub kibileti
Video -1•:AZITt.”,Vilk
. ay of Round Rock will r .ta copyright for the video
An Ink:riot:al Cc-Kifriieratiiiii, Contract is being it . Mixt! by City of
Round RiKik.
PO ;s i‘or ole rot payment purposes only per the request of
Rick E.3owilen, Contract Specialist
Purehasing Order Terms & ( tindn ions and Invoicing
Instructions are ',mai:lied.
!i- TtAilS Tax Code 151.309, the Texas State Library and
Archives Commission is a tax-exempt agency. lf you need
further proof of this please contact the Agency Contact in
box 14.
Please sign and date in box 028 to accept the terms and
conditions listed within this Purchase Order.
90-45
Lot
1
$1,000.00
504)00 0)'
Shipping or Freight Charges
962-86
$0,00
TOTAl.S
S I ,t ?um()
" \ ENDOR All.:S I. REFERENCE PCRCIIASE ORDER NUNIBER ON A1.1. INVOICES OR INVOICE: W11.1. RE RETURNED FO
VENuoti. rhi' purcllasc ha,. INA -n delvrolined to lk "Rest Value".
1 lb.,
20 Do. ision tricking number 1 I) ,093
2 Apprw.al Signature
Date
, .
2N. Vendor Approval
Date
Texas State library and Archives Commission
ierinsand Conditions
All of the following terms and conditions arc hereby made pan of this contract with the Texas State Library and Archives
Commission (TSLAC) by reference. Submitting a bid or signing a Purchase Order with a false statement is a nutterial breach of
contract and shall void the submituxi bid or Purchase Order or any resulting contracts, and the Vendor shall he removed from all
hid lists,
Contracts awarded by 'ISLA(' shall be governed by and construed in accordance with the laws of the State of Texas, The federal
or state courts of the United State iocated in Texas shall have jurisdiction to hear any dispute under potential contracts and
serviced may he made upon TSLAC by first class mail to its address as set firth herein.
1. Sales and Use 'Fax. The TSLAC, as an agency of the State of Texas, qualifies for exemption from State and Local Sales and
Use Taxes pursuant w the provisions of the Texas Limited Saks, Excise, and Use Tax Act. The Vendor may he able to
claim exemption from payment of applicable State nixes by complying with such procedures as may be prescribed by the
State Comptroller of Public Accounts, Excise Tax Exemption Certificates are available upon request.
2. Observance of TSLAC Rules and Regulations. Vendor agrees that at all times As employees will observe and comply
with all regulations when accessing the TSLAC .facilities, including, but not limited to, parking and security regulations.
3.
tion -Appropriation of En-nds. The State funds are contingent on the availability of lawful appropriates by the Texas
1....egislature 1 f the 'Texas Legislature fads to continue funding for the payments due under an order referencing this contract;
the order will terminate as of the date that the funding. expires, and the State will have no further obligation to make any
payments.
4. Public Information Act. Information, documentation, and other material in connection with this hid or contract may be
subject to public disclosure pursuant to Chapter 552 of the TAC (the 'Public Information Act"). Any pan of a submitted hid
thin is of a confidential or proprietary nature Trust he clearly and prominently marked on each page es such by the Vendor.
5. Antitrust. Vendor represents that neither the Vendor nor the company, corporation, partnership, or institution represented
by the Vendor, or anyone acting for such firm, corporation, tir institution has violated the antitrust laws of this State or the
Federal Antitrust Laws, nor communicated directly or indirectly the proposal to any other person engagai in such line of
business.
6. Specifications.
• Unless odierwise specified, items shall be new and unused and Of current production.
• All electrical items must meet all applicable OSHA standards and regulations, and hear the appropriate listing from UL,
RC or NEMA
• The State will not he bound by any oral statement or retinzattation contrary to thc written specifications,
• Manufacturer's standard warranty shall apply unless otherwise stated.
• Catalogs, brand names or manufacturer's references are descriptive only, and indicate type and quality desired. 13ids on
brands of like nature and quality will be considered unless advertised under TAC, Title 10, Subtitle 10. Section
2155.067. If bidding on other than references, bid should show manufacturer, brand, or trade name, and other
description of product offered. If other than brand(s) specified is offered, illustrations and complete description of
product offered are requested to be made part of the bid. Failure to take exception to specifications or reference data
will require Vendor to furnish specified brand names, numbers, etc,
• Samples, when requested, must be furnished free of expense to the State. if not destroyed in examination, they will he
returned to thc Vendor, on request, at Vendor's expense. Each sample should be marked with Vendor's name and
address, and requisition number. Do not -enclose in or attach hid to a sample.
7. Delivery.
▪ Delivery shall he made during normal working hours (8am-5pm, CST), unless prior approval has been obtained from
the TSLAC.
• No substitutions permitted without written approval of the TSI..AC's Purchasing Dept.
• If:delay is fbreseett, vendor shall give written notice to the TSLAC. Vendor must keep the TSLAC advised at all times
of status of order, Default in promised delivery (without accepted rwsons) or failure to moot spixifications authori-as
the TS1,AC to purchase supplies elsewhere and charge full increase, if any, in cost and handling to defaulting vendor
8. Contract Fulfillment. If federal or state laws or regulations or other federal or state requirements are amended and
judicially interpreted so that either party cannot reasonably flail! this contract, and if the parties cannot agnxt (0 00
amendment that would enable substantial continuation of the contract, the parties shall be discharged from any further
obligations under this contract.
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Texas State Library and Archives Commission
erns and Conditions
Name of Stab.: agency:
Date of separation from State agency:
Position with bidder:
Date onr einploymew with bidder:
19. State Auditor's Clause. Vendor understands that acceptance of funds under this contract acts as acceptance of the
authority of the State Auditors Office, or any successor agency, to conduct an audit ur investigation in conntxt ion with those
funds. Vendor further agrees to cooperate fully with the State Auditors Office or its successor in the conduct oldie audit or
investigation, including providing all records requested. Vendor will ensure that this clause concerning the authority to audit
fonds received indirectly by subcontractors through Vendor and the requirement to cooperate is included in any subcontract
it awards.
20. Excluded Parties List System. The TSLAC is federally mandated to adhere to the directions providal in the President's
Executive Order (EU) 13224, Executive Order on Terrorist Financing - Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism, effective 9124/2001 and any subsequent changes
Mtliie
to it via cross -reran -icing rpondentsivendors with the Federal General Scrvicc Administrations Excluded Parties
List System (EPLS, Impliwww.epls.gov), which is inclusive of thc United States Treasury Office of Foreign Assets Control
(OFA(') Specially Designated National (SDN) list. Contents of 1.0 13224 may be viewtad by accessing the following
wchsite: littp://www,whitehouse.29rineWS/Ordersi
21. Patents and (:opyrights. The Vendor agrees to protect the State of Texas from claims involving infringement of patents or
copyrights.
22. Vendor AssigIIIIICMS. Vendor hereby assigns an ordering agency any and all claims for overcharges associated with this
contract arising under the antitrust laws of the United States 15 11.S.C.A Section 1, et sey 0973), and the antitrust laws of
the State of Texas, TEX. Bus. & COMTTI, Code Ann. Sec. 15.01, et =1(1%7).
23. Technology Access Clause. The Vendor expressly acknowledges that state funds may not be expended in connection with
the purchase of an automated information system unless that system meets certain statutory requirements relating to
accessibility by persons with visual impairments. Accordingly, the Vendor represents and warrants to the qualified ordering
entity that the technology provided to the qualified ordering entity for purchase is capable, either by virtue of features
included s.vi thin the technology or because it is readily adaptable by use with other technology, of: a. Providing equivalent
access for effective use by both visual and non visual means; h. Presenting information, including prompts used for
interactive communications, in formals intended for both visual and non visual use; and c. Being integrated into networks
for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired. For
purposes of this clause, the phrase "equivalent access" means a substantially similar ability to communicate with or make
use of the technology, either directly by features incorporated within the technology or by other reasonable means such as
assistive devices or services that would constitute reasonable accommodations under the Federal Americans with
Disabilities Act ur similar .state or federal laws, Examples of methods by which equivalent access may be provided include,
but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical displays and
customizable display appearance.
• -Fxemption Declaration: Pursuant to the provisions of the TAC, Chapter 2157.005(d) this requircmertt is ler the
purchase of a wireless communication device to he used by peace officers, lire fighters, and other emergency response
personnel to respond to public safety einergatcy. The provisions of the Technology Access clause do not apply."
24. Default. In the event that the Vendor fails to carry out or comply with any of the terms and conditions of the agreement
with TSLAC, TSLAC may notify the Vendor el -such failure or default in writing and demand that the failure or default be
remedied within ten (10) days. In the event that the Vendor fails to remedy such failure or default within the ten (10) day
period, TSLAC shall have the right to cancel the agreement upon thirty (30) days written notice or immediately,
25. Cancellation. Ile cancellation of the agreement, under any circumstances whatsoever, shall not effect or relieve Vendor
ruin any obligation or liability that may have taxa incurred or will be incurred pursuant to this agreement, and such
cancellation by TSLAC shall not limn any other right or remedy available to the TSLAC at law or in equity.
2o. Agreement Amendments. No modification or amendment to the agreement shall become valid unless in writing and
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Texas State Library and Archives C:ommission
Terms and Conditions
sigbed by both parties, All correspondence regarding modifications or amendments to the agrtazinent must be forwarded to
the SLAC Purchasing Department for prior review and approval. Only the contract administrator within the Purchasing
Department or Ins/her designee will be authorized to sign changes or amendments.
27. Independent Vendor Status. Vendor agrees that Vendor and Vendor's einployees and agents have no employer-employee
relationship a:dal TSLAC. TSLAC shall not he responsible or the Federal Insurance Contribution Act (FICA) payments,
lederal or Stale litICITiptoyment taxes, income tax withholding, Workers Compensation insurance payments. or any other
:11tillTWICC payrnoncs, nor will TS LAC furnish any medical or retirement benefits, any paid vacation or sick iertvc.
28. Publicity. Vendor agrees that it shall not publicize this agrument or disclose, confirm or deny any details thereof to third
parties or use any photographs or video recordings of ISLACs name in connection with any sales promotion or publicity
event without the prior express written approval of TSLAC.
29. Severability, If one or more provisions of this agreement, or the application of any provision to any party or circumstanee
is held invalid. unenforceable, or illegal in any respect, the remainder of the agreement and the application of the provision
to other parties or circumstances shall remain valid and in full force and effect.
30. Non -Waiver Defaults. Any failure of ISLAC at any time, to enforce or require the strict keeping and periOnnanee of any
or the terms aild conditions of this agreement shall not constitute a waiver of such terms, conditions, or rights. and shall not
ill !eat i:1!pair sime. or OK: rigilt TSLAC any time to avail itself of same.
31. PropertyRights. For purposes of this contract, the term "work" is defined as all reports, work papers, work products,
tnaici its,ip/r.00ches. designs, speeifications, systems, documentation, methodologies, concepts, intellectual property or
other property developed, produced or generated in connection with the services providaal under the contract. The TSLAC
nnd Vendor intend this contract to he a contract for services, and each considers the work and any and all documentation or
other products and results of the strviees to he rendered by Vendor to be a work made for hire, By execution of a contract
for Mese services. Vendor acknowledges and agrees that the work (and all rights therein) belongs to and shall he the sole and
exclusive property attic TSLAC If, for any reason, he work would not be considered a workdIM-hire under applicable
iaw. Vendor does hereby sell. assign, and transfer to the TSLAC, its suceessors and assigns, the entire right, title and interest
tend to the copyright of the work and any registrations and copyright applications relating thereto, and any, 'renewals and
extensions thereof and in and to all works based upon, derived from, or incorporating the work, and in and to ail income-,
rriyalties, damages, claims and payments now or hereafter due or puyable with respw thereto, and in and to all CHUSeS.
action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and all to rights
corresponding to the foregoing. Vendor agrees to execute all papers and to perform such other property rights as the TSLAC
may deem necessary to secure for TSLAC or its designee the rights herein assigned. Copyrightable material made by the
Vendor for TSLAC shall he considered work -made -for -hire for TSLAC within the meaning attic copyright laws. Vendor'
sntill assign al: rights, title and interest in such cepyrightable materials to TSLAC. Should this work product prove to he
natentnitle. Vendor will assign all patent rights to TSLAC upon request. TSLAC shall have the right, at its discretion, to
keep such, work product as a trade secret.
32. Acceptance of Productt nd Services. All products furnished and all services pa -formed under this agreement shall be to
the satisfaction of TSLAC and in accordance with the specifications, terms, and conditions of this contract, TSLAC: reserves
the right to inspect the products furnished or the services performed, and to determine the quality, acceptability, and fitness
of sueh products or Services.
33. Deceptive Trade Practices Act (DTPA). Vendor represents and warrants that it has not been the subject of a Deceptive
trade Practices Act or any unfair business practice administrative hearing or court suit, and that Vendor has not hen found
to he guilty of such practices in such proceedings. Vendor certifies that it has no officer.: who have served as officers of
ether entities who have been the subject of a Deceptive Trade Practices Act or any unfair business administrative hearing or
cotta suit, and Mat such officers have not been found to be guilty of such practices in such proceedings.
3-4. Immigration. Vendor represents and warrants that it will comply with the requirements of the Immigration Reform and
Control Act of 1986 regarding employment verification and rettmtion of verification forms for any individuals hired on or
after November 6, 1986, who will perform any labor or services under this Contract.
35. Criminal Conviction Certification. The Vendor certifies that neither Vendor or any of its ernployet, agents, or
representatives. including any subcontractors and employees, agents, or representatives of such subcontractors, to he
assigned to the project hereunder, has been convicted of a felony criminal offimse, or that if such a conviction has occurred
or (recurs during thc term of this contract, the Vendor will immediately fully advise TSLAC as to the facts and
circumstances.
30. Sokol' acting. It is contemplated by the parties hereto that the Vendor shall conduct the performances provided by this
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Tea s State Library and Archives Commission
Ter ms and Conditions
contract substantially with its own resources and through thc services of its own staff. In the event the Vendor should
determine that it is necessary or expedient to subcontract for any of the perfonnances specified herein, the Vendor shall
subcontract or such performances only after the Vendor has transmitted to TSLAC a true copy of the subcontract the
Vendor proposes to extanne with a subcontractor and has obtained TSLAC's written approval for subcontracting the subject
performance in advance of executing a subcontract, The Vendor, in subcontracting for any products or periOrmanees
snecified herein, expressly understands and acknowledges that in entering into such subcontracting(s), 'ISLAC is in no
manner liable to any subcontracter(s) of the Vendor. In no event shall this provision relieve the Vendor of the responsibility
Mr ensuring Mtn the finished products andior services rendered under all subcontracts are rendered so as to comply with all
terms of this contract,
37. Assignment. The Vendor will not assign its rights under this contract or delegate the performance of its duties under this
contract without prior written approval from TSLAC
38. Accessibility. FSLAC is required to follow TAC Chapter 206, Accessibility and Usability of Stale Web Sites, TAC Chapter
213. and the Federal Section 50S, Accessibility Standards
39. Ethics. Any individual who interacts with public purchasers in any capacity is required to adhere. to the guidelines
established in the 'reXaS Administrative Code, Rule 111.4. The Rule outlines the ethical standards required of public
rurchaset, employees, and vendors who interact with public purchasers in the conduct of state business. Specifically, a
TSI.AC employee may not have an interest in, or in any matter he connected with a contract or bid for a purchase of good'
or services by an agent:), of the state: or in any manner, including by rebate or gift, accept or receive from a person to whom
ti contract may he awarded, directly or indirectly, anything of value or a promise, obligation, or contract for future reward or.
contpenstition. Entities who ure interested in seeking business opponunities with the state must be mindful of these
restrictions NOICTI interacting with public purchasers of TSLAC or purchasers of other state agencies.
40. Convictions in connection with Hurricane Katrina, Hurricane Rita, and subsequent disasters. Per Senate Bill 608,
SOth Legislatitne Session, TSLAC will not accept bids, nor award contracts to persons convicted of violating a federal low in
connection with a contract awarded by the federal government for relief, recovery, or reconstruction efforts as a result of
flurric.ane Katrina, 1.1urricane Rita, and subsequent disasters.
4]. Equal Opportunity. Vendor represents and warrants that it shall not discriminate against any person on the basis of race,
color, national origin, creed, religion, political belief. sex, sexual orientation, age and disability in the performance of bid
awards.
42. Force Majeure. Neither Vendor nor TSLAC shall be liable to the other for any delay in, or failure of performance, of any
requirement included in any award resulting from a bid caused by force majeurc. The existence of such causes of delay or
failure Alan extend the period of performance until after the causes of delay or failure have been removed provided the nom
perfOrming party exercises all reasonable due diligence to perform, Force majeure is defined as acts of God, war, fires,
explosions, hurricane:4, floods, failure of transportation, or other causes that arc beyond the reasonable control of either party
and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the
exercise of all reasonable due diligence, such party is unable to overcome. Each party must inform the other in writing, with
proof of receipt, within three (3) business days of the existence of such force majeure, or otherwise waive this right as a
defense.
43. 't ermination. Vendor shall have the right to terminate contracts awarded from this bid upon a material breach of its tarns
hy TSLAC, which arc not cured within thirty (30) days of written notice. 1fVidor (a) terminates or suspends its business
(b) hecomes subject to any bankruptcy or insolvency proceeding under any Federal or State statue or (c) becomes or subject
to direct control by a trustee, receiver, or similar authority, TSLAC, may., in addition to its other legal rights and remedies,
terininate this agreement on seven (7) days notice to Vendor. Upon such termination, Vendor will offer TSLAC a prorated
refund or subscription fee.
44. Limitation on Authority; No Other Obligations. Vendor shall have no authority to act fig or on behalf of TSLAC or the
State ofTexas except as expressly provided for in the Contract; no other authority, power or use is granted or implied.
Vendor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State of Texas or TS1..AC.
45. Records Retention. Vendor shall maintain and retain supporting fiscal and any other docurnans relevant to showing that
any payments under this Contract funds were expended in accordance with the laws and regulations of the State of Texas,
including, but not limited to, requirements of the Comptroller of the Statc of Texas and the State Auditor. Vendor shall
inaintain all such documents and other records relating to this Contract and the State's property for a period of four (4) years
alter the date of submission of the final invoices or until a resolution of all billing questions, whichever is later,
46. Insurance & Other Security. Vendor represents and warrants that it will, upon five (5) days of request, provide TSLAC
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eXIIS Stale Library and Archives Commission
Terms and Conditions
with current certificates of insurance or other proof acceptable to TSLAC of the following insunince coverage: Standard
Workers Compensation insurance covering all personnel who will provide services under the Contract; Commercial General
Liability Insurance, peraonal injury and advertising injury with, at a minimum, the following limits: S500,000 minimum
each occurrence; S1,000,(XX) per general aggregate. Vendor represents and warrants that all of thc above coverage is with
companies licensed in the state of Texas, with 'Arating from Best, and authorized to provide the corresponding coverage.
Vendor also represents and warrants that all policies contain endorsements prohibiting cancellation except upon at least
thirty (3) days prior written notice 10 TSLAC. Vendor represents and warrants that it shall maintain the above insurance
coverage during the tern) of the Contract, and shall provide TSLAC with an executed copy of the policies immediately upon
request.
4"7. Vendor Performance. The TSLAC may monitor the performance of Me Contract issued under this Bid. Ali services and
goods under the Contract shall be pertbrmed at an acceptable quality level and in a manner consistent with acceptable
industry standards, custom, and practice. The Vendor will receive n paper copy of this repon, as well as an e-mailed copy.
The TSLAC will provide a sample of the Vendor Performance Report upon request,
48. Change Management. Vendor shall assign only qualified personnel to this Contract. Vendor, in it's reasonable discrOion,
ieserves the right to substitute appropriate key personnel to accomplish its duties so long as the substituted personnel are
equally qualified and skilled in the tasks necessary to accomplish the tasks and services required. Vendor shall provide to
`ISLA(' prior v‘Titten notice of any proposed change in key personnel involved in providing services under this Contract.
Subcontractors providing services under the Contract shall meet the same requirements and level of experience as required
or the Vendor No subcontract under the Contract shall relieve the Vendor of responsibility for ensuring the requested
services are provided. Vendor uses a subcontractor for any or all oldie work required, the following conditions shall
apply: a) Vendors planning to subcontract all or a portion of the work to be perfOrtned shall identify the proposed
subcontractors, id Subcontracting shall he solely at Vendor's expense. c) TSLAC retains the right to check subcontractor's
background and approve or reject the use of submitted subcontractors. d) Vendor shall be the sole contact for TSLAC.
Vendor shall liat a designated point of contact for all TSLAC inquiries.
49. Federal, State, and Local Requirements. Vendor shall demonstrate on-site compliance with the Federal Tax Retimn Act
of 19S6, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W -2's to conunon
law employees. Vendor is responsible for both federal and State unemployment insurance coverage and standard Worker's
Compenszaion Insurance coverage. Vendor shall comply with all federal and State tax laws and withholding requirements,
The State of Texas shall not be liable to Vendor or its employees her any Unemployment Or Workers' Compensation
coverage, or federal or State withholding requirements. Vendor shall indemnify the State of Texas and shall pay all costs,
penalties, or losses resulting from Vendor's ()mission or breach of this Section.
Ap-plicablel„aW & Conforming Amendments. Vendor inust comply with all laws, regulrlrrons, requirements and
guidelines applicable to a Vendor providing services to the State of Texas as these laws, regulations, requirements and
guidelines currently exist and as they are amended throughout the tenrn of this Contract. TSLAC reserves the right, in its sole
discretion, to unilaterally amend this Contract throughout its term to incorporate any modifications necessary for TSLAC or
Vendor's compliance with all applicable State and federal laws, and regulations,
5.1. No Liability Upon 'ferritination. If this Contract is tenninated for any reason, TSLAC and the State ofTexas shall not be
liable to Vendor for any damages, claims, losses, or any other amounts arising from or related to any such termination.
liowever, Vendor may he entitled to the remedies provided in Government Code, Chapter 2260. Vendor or Vendor's
employees, representatives, agents and any subcontractors shall serve as an independent contractor in providing services
under any PO resulting from this 13id. Vendor or Vendor's employees, representatives, agents and any subcontractors shall
not he employees of Tsi..Ac Should Vendor subcontract any of the services required in this Bid, Vendor expressly
understands and acknowledges that in entering into such suhcontract(s), TSLAC is in no manner liable to any
subcontractor(s) of Vendor: 10 no event shall this provision relieve Vendor of the responsibility for ensuring that the services
rendered under all subcontracts are rendered in compliance with this Bid.
52. Independent Vendor. Vendor or Vendor's employees, representatives, agents, and any subcontractors shall serve as an
independent contracting in providing services under any PO. Vtattlor or Vendor's employees, representatives, agents and
any subcontractors shall not be employees of the TSLAC. Should Vendor subcontract any of the services required, Vendor
expressly understands and acknowledges that in entering into such subcontract(s), the TSLAC is in no manner liable to any
subcontractor(s) of Vendor. in no event shall this provision relieve the Vendor of the responsibility for ensuring that the
services rendered under all subcontracts are rendered in compliance with the specifications.
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INVOICING INSTRUCTIONS
NON-COMPLIANCE will" INSTRUCTION MAY DELAY PAYMENT
Please use the followine procedure when submitting your ioicc
1. Invoices must be submitted to the agency at the invoice address shown in Box 12 on front side of the Purchase Order form,
located below the vendor name,
2. Your invoice must how vendor name and remit to address.
3. Invoice must be issued to the Texas State Library and Archives Commission (TSLAC).
4. 'Ile Purchase Order Number must be on the invoice and packing slips, Invoices submitted without the Purchase Order
Number are not hi eomplianee and will result in delays in payment processing.
Vendor's "Iexas Identification Number (if issued) or Federal Tax ID Number must be on the invoice. Vendors who have not
beea issued a Texas Identification Number should contact the TSL AC Accounting Office at (512)463-5473 for assistance,
6, Invoice must have description of each item or service, that corresponds with the description on the Purchase Order and be in
the order iisted on this purchase order. Item numbers must be shown to correspond with the item numbers on the Purchase
Order.
Quantity delivered, unit and total price of each item or service must be shown, and all prices extended on the invoice.
S. All -extensions on the invoice must be totaled, and the grand -total shown.
). Discount, if applicable, must be stated, and deducted to an-ive at a Net total for the invoice.
10. Final delivery date of merchandise or period of service must be shown on thc invoice,
4 l'or further information or questions contact our Accounts Payable Department at 512-463-5473.
Aceessine vela proment infprnintion online with,,the Texas Stan: c'omntroller of Public Accounts:
A vendor rnav access their payment information on the web through the Texas State Comptroller of Public Accounts by cornpleting an
online PIN Registration process by, visiting this web site: https://erna.epa.state.ttus/viphilainMenu.icp. More detailed information
about searching on the web for payments you are owed can be found on this web site:
hrtp://window.state.tx.usicomptrol/sun/payment/pin/pininstructhtml.
FRANCHISE TAX CERTIFICATION
Article 2.45, 'rexas business Corporation Act, prohibits the awarding of a contract to a corporation that is delinquent in a franchise tax
owed to the state under Chapter 171, Fax Code. By delivering merchandise or services on this order, a corporate contractor certifies
that is not delinquent in a tax owed to the state under Chapter 171, Tax Code. Delivering merchandise or services on this order while
such a tax is delinquent constitutes material breach of the purchase contract. A warrant payable to a corporate contractor will not be
processed by the ecnuptroller of public accounts until all corporate indebtedness to the state is retired.
CERTIFICATION OF CHILD SUPPORT STATUS
Under Section 231.006, Family code, a child support obligor and a business entity in which the obligor is a sole proprietor, partner,
shareholder, or owner with an ownership interest of at least 25% is not eligible to receive payments from state funds under a contract
to provide property, materials or services if the obligor is more than 30 days delinquent in paying child support.
DEI INOUENT TA.X/DEBT NOTIFICATION
Payments owed under this contract may be used towards any debt or delinquent taxes owed to the State of Texas by the vendor until
debt or taxes are paid in full.
DISPUTE RESOLUTION
(hapter 22K Government Code, requires a contractor, as a condition precedent to seeking permission to sue the State of Texas undear
eontraet, w first negotiate, then mediate, then take the claim to a contested case hearing before the State Office of Administrative
Ilearings.
DATE: March 12, 2009
SUBJECT: City Manager Approval — March 20, 2009
ITEM: Agreement with Texas State Library for Rights to Video
Department: Library
Staff Person: Janette Johnston
Justification:
We will be receiving $1,000.00 in revenue from the Texas State Library. In
exchange, the State Library will make the video available for any library in the state to
use to promote their own local reading programs.
Funding:
Cost:
NA
Outside Resources: NA
Background Information:
This is the fifth year we have produced a summer reading video to promote our
reading program, and last year the State Library saw the one we did and they used it for
the whole state. This agreement will allow them to use it again.
Public Comment: