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Home My WebLink About17. Approve Master Srvc Agrmt w-Tutor.com for Online Tutoring Srvcs for Downey Library Card HoldersIle-1"Iii[• APPROVED TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COINIILCITY MANAGER FROM: OFFICE OF THE CITY MANAGER Y: BENJAMIN DICKOW, LIBRARY DIRECTOR DATE: APRIL 23, 2019 SUBJECT: MASTER SERVICE AGREEMENT WITH TUTOR.COM That the City Council authorize the Mayor to enter into the attached Master Service Agreement with TUTOR.COM in order to provide live, one-on-one, online tutoring services to Downey Library Card holders, expanding the City's digital resources for the public •-'I •' • Ll • 1 • • :4 10 LCIVI 4 - 0111 •'• Z 1 all • The Downey City Library will continue to offer programming and online services to Downey Library card holders while closed to the public for renovations beginning on March 16, 2019. In doing so, the Library has been increasing its catalogue of digital resources available through its website, nearly tripling the amount of free sites available for access and significantly expanding its online collection, from 2,000 items to over 60,000 items. In addition, the Library has planned to continue its tutoring services during the renovation, a service well -used by patrons during normal operations. In order to both increase the number of online resources available to library card holders and continue tutoring services during the temporary closure of the Library, the Downey City Library would like to engage the company Tutor.com to provide online tutoring services to Library patrons. The Tutor.com service includes live, one-on-one tutoring over an internet connection accessible through the Downey City Library website and with a Downey Library card. The Tutor.com Learning Suite includes access to K-12 student homework help, a test prep center, college application assistance, an adult education center and a career center, that includes 24/7 one-on-one resume and cover letter writing assistance. All online tutors for each module of the Learning Suite are vetted and certified by Tutor.com. Authorizing the Master Service Agreement with Tutor.com engages the full range of the Learning Suite resources available to Downey card holders at no cost to them. MASTER SERVICE AGREEMENT WITH TUTOR.00N APRIL 23.2D18 PAGE 2 Quality of Life, Neighborhood & Infrastructure Public Engagement The Master Service Agreement With Tutor.com agrees to an annual charge of $12,325 to the Library covering all of the agreed to Tutor.com services. The cost in IFY1 8-19 will be covered by savings in the Library's materials budget and has been accounted for in the online resources portion of the proposed FY19-20 budget. � ATTACHMENTS Master Service Agreement Date") betweenTutor.1:, 1: : f '1 and City of Downey by and on behalf of :.1" Downey • . forth1. Services. Tutor.com will provide to Customer and its Users the online tutoring services ("Services") set orders Orders"), of which is attached hereto as Exhibit A and each of which is part of this Agreement. "User" means visitors of Customer who are authorized by Customer's rules and procedures to access the Services under this Agreement. Tutor.com provides the Services through its proprietary online classroom ("Online Classroom"), and during the term of this Agreement and subject to the terms and conditions of this Agreement, Tutor.com grants Customer and its Users the non-exclusive, non -transferable right to access the Online Classroom in connection with the 2. �Sj�etu . Tutor.com will set up the Services for launch on a date mutually agreeable to the parties. Customer will provide Tutor.com with all information and other cooperation needed to set up and launch the Services. 3. PDment. The fees for the Services will be set forth in Services Orders and will be invoiced in accordance with the Service Orders. Customer will pay invoices within 30 days of the invoice date unless otherwise specified in the Service Orders. Tutor.com may suspend the Services if any amounts remain unpaid 30 days after the due date. All fees are net of taxes, except for taxes on Tutor.com's income. If Customer is exempt from taxes, Customer will provide its tax exemption certificate. a. Each party represents and warrants to the other that (i) it will comply with all applicable laws and regulations in connection with its performance under this Agreement and (ii) the individual + g this Agreement on its behalf has the authority• do so. b. Tutor.com represents and warrants that it will perform the Services in a professional manner in accordance with industry standards. Customer's sole remedy for a breach of this warranty is re -performance of the particular Services that breached the warranty at no additional charge. EXPRESSLYC. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND THE ONLINE CLASSROOM ARE PROVIDED "AS IS" AND TUTOR.COM ALL t. • tNTIES, WHETHER EXPRESSOR IMPLIED, INCLUDING BUT NOT 1► TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON -INFRINGEMENT. TUTOR.COM MAKES NO WARRANTY THAT THE SERVICES OR THE ONLINE CLASSROOM Ir 1 " REQUIREMENTSOR WILL WORK COMBINATION WITH ANY HARDWARE OR APPLICATIONS PROVIDED BY THIRD PARTIES, THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THEOR THE ONLINE CLASSROOM WILL BE CORRECTED. ` + 1 ♦ ♦ 'p. a. The term of this Agreement is from the Effective Date through the date of termination bl, either party. Either party may terminate this Agreement upon 30 days prior written noti _ to the other if no Service Order is in effect. K Either party may terminate this Agreement (or any Service Order) upon written notice the other if the other party commits a material breach of this Agreement (or the Servi Order) that remains uncured for 30 days following written notice of the breach. I 6. User Information, Tutor.com will not disclose to any third party any personally identifiable information of a User without first obtaining Customer's prior written consent unless Tutor.com believes that disclousure may be necessary to protect users' safety or if required by law. Subject to the foregoing, Tutor.com is entitled to use any information it collects as a result of the Services in accordance with applicable law and its privacy policy, as amended firom time to time. 7. Certain Obbeations and Restrictions. a. Customer will not allow the Services or the Online Classroom to e used y any person who is not a User. Customer will notify Tutor.com promptly of any known or suspected breach of Tutor.com's rights to the Services or the Online Classroom that comes to its attention and will reasonably cooperate in Tutor.com's efforts to protect its rights. b. Customer will not (i) use, copy, create derivative works of, display, or modify the Services by this Agreemeni� r-(E)-dec ile reverse e -or , , omip nQineer. or otherwise attempot to discover any source code of the Online Classroom. C. Customer or Users will not upload to or distribute or publish through the Online Classroom any content (i) which is libelous, defamatory, threatening, or otherwise unlawful, (ii) which is obscene or pornographic, (iii) which violates any person's privacy or publicity rights, or (iv) which violates the intellectual property or other proprietary rights of any person. d. Customer will not (i) attempt to gain unauthorized access to the Services or the Online Wzii N'W&Mi k1l) JiLellcle In'" II)l Illsl If -pt I-lic Llic 3crilucs 1111 kill) Lplinm till lnMtLINJIlLrnC through the Online Classroom any viruses, Trojan horses, worms, or other similar programs. e. All marketing and other communications by Customer that refer to the Services (which include but are not limited to Tutor.com. Live Homework Hel�d.. and SkillsCenter resource libm , as well as all Customer web pages that refer to or link to the Service site, must include the "Tutor.com" logo or the words "Powered by Tutor.coman inc e 4D f1. ustomer elg trWilroi e mark. or other DrODriet,?.-&i notices of Tutor -c iwi#40, Mg I Kul It"nawl"I M7.1MIIJIM111102"W R AMOUNTS ACTUALLY RECEIVED BY TUTOR -COM UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING SUCH CLAIM. Ir I I MJ' VMILI�,Cb LN IV] LCIII-dn'TC Services or the Online Classroom. 10. Confidentialitv. Each party shall not use or reveal to any person or business confidential or proprietary information or materials which the disclosing party designates as confidential or proprietary to the receiving party as a result of this Agreement, The obligations set forth in this paragraph shall not apply to any designated confidential or proprietary information provided to receiving party by disclosing party which must be: (1) reviewed by the receiving party's auditors, accountants and legal counsel in the course and scope of their employment or retention to perform this Agreement; or (2) disclosed pursuant to applicable law, including but not limited to the California Public Records Act, regulation, court order, subpoena or other legal process. The receiving party will provide written notice to disclosing party of the receiving party's receipt of a request for disclosing party's designated confidential and proprietary information before said information or materials are disclosed by receiving party. Confidential or proprietary information or materials as referenced in this paragraph does not include any information that: a. is publicly available prior to the Effective Date of this Agreement, or becomes publicly available thereafter through no breach of this Agreement by the receiving party-, b. was known to the receiving party prior to the date of disclosure or becomes known to the receiving party thereafter from a third party that has no obligation to disclosing party to keep such information confidential; c. is indeuCendently devel *�ed 4A the receiymgi�tagig without the benefit of Confidential Information of disclosing party, as evidenced by written records. 1L Notices, Any notice under this Agreement will be in writing and be deemed given if: (i) personally delivered; (ii) sent by overnight courier, with proof of delivery; (iii) sent by registered or certified U.S. mail, return receipt requested, or (iv) delivered by email, to the parties as set forth below. If to Tutor.com: Tutorxom, Inc. 110 42n' Street, 7` Floor New York, -NY 100 17 Attn: Legal Department Email: legal@review.com If to Customeri Downey City Library 11121 Brookshire Avenue Downey, CA 90241 Attn: Andrew Despres 11 Miscellaneous Provisions. If there is a conflict between this Agreement and any Service oOrdle this Agreement will control unless the Service Order expressly provides otherwise. No provision of t Agreement will be deemed waived unless waived in writing. Sections 3, 6, 7, 8, 9, 10, 11, and 12 and ther yxoood easo visins which wulrnably be exyected to survive the termination of this Agr eeIsl �ment will s survive. The terms in any purchase order (other than the services, quantities, and prices) will not be bindin on Tutor.com. Neither party will be responsible for any delay in performance or failure to perform duei. causes beyond its reasonable control. No joint venture, partnership, employment or agency relations exists between the parties as a result of this Agreement. This Agreem- r i'! and their permitted successors and assigns, There are no intended third party beneficiaries of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deem an original, but all of which together will constitute one and the same instrument. This Agreement will awi j j, 9 6) wow "il between the parties concerning the subject matter of this Agreement and supersedes all prior or contemporaneous oral or written negotiations, understandings, and agreements. This Agreement may not be assigned by either party without the prior written consent of the other party. Accepted and agreed to by: tor.co , Inc. VW& By: _ .::... Title- GM &VP Date, 03/26/2019 CITY CLERK Ct ATTORNEY By: Name;Rick Rodri uez Title. lays. Date. n Document Ref: 2T3PE-14GTD-FCQP5-JTQQ4 Page 4 of 6 other provisions remaining in full force and effect. This Agreement comprises the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior or contemporaneous oral or written negotiations, understandings, and agreements. This Agreement may not be assigned by either party without the prior written consent of the other party. ummn- mpmPU472-M Tutor.com, Inc. By: Name:�V 11 i'rg ig Title: M 7 \1 Date: r.vv-F5kw By: Name: Rick Rodriauez Title: Mayor Date: 0 which this order is attached between Tutor. com, Inc. ("Tutor.com") and City of Downey by and on behalf of the Downey City Library ("Customer"). Customer Primary Contact Information I u or.com Amary Name: Andrew Despres -7� Name: David Wills — ----------- - -------------- ---------- Customer: Downey Cly Library IF-- H� Address: Tutor.com _Address. 11121 Brookshire Avenue nd Address4 I 10 E. 42 Street, 7' Floor City, St, Zip: Downey, CA 90241 1 --- - --------- - - - -------- - ------ -New York NY 10017 City St, Zip - Telephone: (562) 904-7367 Telephone: (917) 455-4617 Email:, dk- ------ ...... — ---- - ----- L Email: FCustomer Billing Contact Information 7-intor.com Billing Contact Information Name: Same as above Name: Customer Invoicing Telephone: 800444-0189 Email: customerinvoicing@tutor.com MULWOMI M- - I I . 0 a 11PIUMNOTIMMIM, I rim MOM am FINAVOW" MEMUEME�� K-1 2 Student Center with Live Homework HelpM, WriteTutor:M Center, Test Prep Center, skillsCenterTm Resource Library College Center with LiveTutor, WriteTutor Center, SkilisCentefm Resource Library Adult Education Center with LiveTutor, WriteTutor Center, Test Prep Center, SkillsCenter Resource Library Career Center with LiveTutor, WriteTutor Center, Test Prep Center, SkillsCenter Resource Library and 24/7 Resume & Cover Letter Reviews IM •' PLUS ," With TutorPlus, there is no pre -defined limit on the number of sessions during the term of this Service Order� *As of the Effective Date of the Agreement, the Services are offered 361 days of each standard year, and 362 days of each leap year. The Services are unavailable on January 1, July 4, Thanksgiving Day, and December 25. On those holidays the Services close beginning at 2:00 a.m. and they reopen at 2:00 a.m. on the following day (all times Eastern). Tutor.corn may • the availability of Services and will notify Customer of any changes. Term: Will be from 4-1-19 until 3-31-21, Fees: Customer agrees to pay Tutor.com the fees set forth in this Service Order, which do not include taxes. Tutor.corn reserves the right to change the fees for any renewal term by giving Customer written notice of such change no later than 45 days prior to the end of the then -current term. If Tutor. com increases such fees for a renewal term, Customer will have the right to terminate this Service Order by giving written notice to Tutor, com within 15 days following Customer's receipt of such notice • fee change. Taxes, if applicable, will be included in the invoice sent by Tutrm to Customer unless Customer provides a tax exemption certificate. Invoicing and Payment: TWOLCOM Will invoice Customer in the initial term and any renewal term of this Service Order upon execution of the Agreement and upon the start date of the renewal term, respectively, unless different payment terms are specified ♦ • Customer will send payments to: Tutor. com, 62996 Collection Center Drive, Chicago, IL 60693-0629, If • -• a purchase order to order the Services, Customer will specify hem ___X_ [check if purchase order is required]; 0