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Contract 52233
CITY SECRETARY CONTRACTNO. 5aa33 Pei?9 o�P P VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through Fernando Costa, its duly authorized Assistant City Manager,and SkillPath Enterprise Solutions, ("Vendor"), a Kansas Corporation, and acting by and through Lynn Jackson, its duly authorized Vice President, each individually referred to as a"party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule;and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A,B and C,which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions ofthis Agreement shalt control. 1. SCOPE OF SERVICES. Instructor Led Training for Administrative Assistants[simple description of scope of services/. Exhibit"A,"-Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on April 15,2019("Effective Date")and shall expire on April 14,2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option,in its sole discretion,to renew this Agreement under the same terms and conditions, for up to three(3)one-year renewal options, at City's sole discretion. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit`B,"—Price Schedule. Total payment made under this Agreement for the first year by City shall be an amount not to exceed Nine thousand and 00/100 Dollars ($9,000.00).Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services.City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. e OFFICIAL 14ECORD CITY SECRETARY Vendor Services Agreement r IPjjetjTX 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obliotions of the Parties.In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement.In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL TVFORMATION. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in uniting. 5.2 Confidential Information. Vendor,for itself and its officers,agents and employees, agrees that it shall treat all information provided to it by City ("City Information")as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event,Vendor shall,in good faith,use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall, until the expiration of three(3),years after final payment under this contract, or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records,including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate:as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor Services Agreement Page 2 of 13 Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,agents, servants,employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDAGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay,at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark,trade secret,or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or Vendor Services Agreement Page 3 of 13 restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation;or(b)modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or 1;c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid to Vendor by City,subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of City.If City grants consent to an assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, ;sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability Vendor Services Agreement Page 4 of 13 $100,000 - Bodily Injury by accident; each accident/occurrence $100,000- Bodily Injury by disease; each employee $500,000- Bodily Injury by disease; policy limit (d) rofessional Liability(Ezrors&Omissions): $1'000,000- Each Claim Limi�i $1,000;000.- -Aggregate Lim`i rofessional Liability coverage may be provided through an endorsement to the ommercial General Liability.(CGL). policy, or a separate policy specific to rofessional E&O,Either.is acceptable if coverage meets all other requirements gooverage shall be claims-made,and maintained for the duration of-the contractua reernent and for two (2).years following completion of services provided. An nual certificate*of insurance shall be submitted to City to evidence coverage 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear.The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City.Ten(10)days'notice shall be acceptable in the event of non-payment of premium.Notice shall he sent to the Risk Manager,City of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimurn rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management.If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Vendor Services Agreement Page 5 of 13 Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local Iaws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail, registered, return receipt requested,addressed as follows: To CITY: To VENDOR: City of Fort Worth P terprise Solutions;. Attn: Fernando Costa,Assistant City Manager {-- Title 200 Texas Street 4 1 Fort Worth,TX 76102-6314 Facsimile: (817)392-8654 ! acsimile_ With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whet ier as employee or independent contractor,any person who is or has been employed by the other during flit,term of this Agreement,without the prior written consent of the person's employer. Notwithstanding the f)regoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. Vendor Services Agreement Page 6 of 13 It is understood and agreed that by execution of this Agreement,City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether real or asserted,at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any Vendor Services Agreement Page 7 of 13 prior or contemporaneous oral or written agreement is hereby declared au I and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall tol;ct:her constitute one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner dia.t conforms with the warranty,or (b)refund the fees paid by City to Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal,and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent,trademark,trade secret,and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due,or rights of retention thereto on the part of City. 28. SIGNATURE AUTHORITY. Vendor Services Agreement Page 8 of 13 The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendoror authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of , 2019. (signature page follows) Vendor Services Agreement Page 9 of 13 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of By: 'c,' fuscdo(.�v.L this contract,including ensuring all performance and Name: Fernando Costa reporting requirements. Title: Assistant City Manager Date: B --7— y. Name: Cristi Lemon APPROVAL RECOMMENDED: Title: Performance Administrator APPROVED AS TO FORM AND LEGALITY: By: Na . Lynda John on Title: Chief Performance Officer By: Na e: JB trong ATTEST: ,.*-Tr, Title: Assistant ity Attorney frORT O: TRACT AUTHORIZATION: N/A By: r me: MWaVser Title: City Secretary * VENDOR: SkillPath En ises Solutions By: Name: 'iM McGa ,c Title: �f Date: Vendor Services Agreement age I U 0110 EXHIBIT A SCOPE OF SERVICES Instructor Led Training for Administrative Assistants SkillPath will provide a six hour training event for City of Fort Worth employees.The event will be held up to twice a year at a cost of$4,500.00 per event. Administrative Assistants Learning Solution; Training Investment-Instructor Led F req Lle U YjQU,1 At i tY . . E:�'S���s,.��r�r ,•+ P" i�. �'., ..� �- Sir. �•_.Iq ,�3 :c k�,��ii�x:�.� �c. �%•ti..: ��33 �?f�'�Mfg'',. < w� r •� �/ e 7 , �'��+•:� c�?�. ,•ho-wiy�r r a �.•y'4sll r � �fi1'�. '.d ' �j •ti, • ���r u:`� Z_�r_.ui�:3�•tii ,r 1-tj5.: :: • "e�`'_ie.1��'et'i.•'.t`eLti 7•i. � _. •t su4 `.s7.'rS:• ,�£�?�i: : cc� Irl1Ge.�.[?.�i•7!� Onsite Training pricing Details Each instructor-led onsite session includes: • 6 Hour facilitation for 25-30 Participants • Cost of onsite training and printed materials • Facliltater travel and accommodations for U5 offerings ■ international Onslte Delivery-Client required to provide hotel,and flight accommodation • Pre-facilitation phone conferences between client and facilitator Vendor Services Agreement—Exhibit A Page 11 of 13 EXHIBIT B PRICE SCHEDULE Instructor Led Training for Administrative Assistants Administrative Assistants Learning Solutio,i: Training Investment-Instructor Led .f; ,t�a-C' G C:•I rj =7''� 5� .., � '•p? �.t; � S:u• ., i:z Lai?E�e7�.-.T, J3:.t5 mow:r ia:.°<._.� "F:'� _3 .s., X M.. m."t" Onsite'Training pricing Details Each instructor-led onsitesession includes: 6 Hour facilitation for 25-30 Participants • Cost ofonslte training and printed materials • Facilitator travel and accommodations for US offerings ■ International Onsite Dellyery-Ctlentrequtred to provide hotel,and flight accommodation • Pre-Facilitation phone conferences between client and Facilitator Vendor Services Agreement—Exhibit B _ Page 12 of 13 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY �SkillPath Enterprise SoIutiol i i Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (I0) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name Other Title: I-A.,t OvA L— A n'V'4� le rf-I Date: 4 l gl 2pIR Vendor Services Agreement—Exhibit C Page 13 of 13 A`�� ® CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYYY) 4/9/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Certificate Department TRUSS PHONE FA :816-708 4600 X 9200 Ward Parkway A/C No E)d: 816-708-4600 A/C No Suite 500 ADDRIESS: Certificates@TrussAdvantage.com Kansas City MO 64114 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Citizens Insurance Company of America 31534 INSURED 47054 INSURER B:Allmerlca Fin Benefit Ins CO 41840 Graceland College Center for Professional Development& Lifelong Learning, Inc. DBA INSURER C:Hanover Insurance Co. 22292 SkillPath Semi nars/CompuMaster INSURER D:Travelers C&S Co of America 31194 National Seminars INSURER E:Accident Fund Ins Co America 12304 6900 Squibb Road, Mission KS 66202 INSURER F COVERAGES CERTIFICATE NUMBER: 1680153552 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD D POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y Y ZBK-D379726 9/1/2018 9/1/2019 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $500.000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO $2,000,000 ❑ LOC PRODUCTS-COMP/OP AGG X JECT OTHER: B AUTOMOBILE LIABILITY Y Y AWK-D368256 9/1/2018 9/1/2019 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS PROPERTY DAMAGE NON-OWNED Per accident $ HIRED AUTOS AUTOS $ C X UMBRELLA LIAB X OCCUR Y Y UHKD379900 9/1/2018 9/1/2019 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED I X RETENTION$ _ $ E WORKERS COMPENSATION Y WCV8014023 1/19/2019 1/19/2020 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NI N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1 $1,000,000 D CyberRisk Policy 106800372 9/1/2018 9/1/2019 Limit/Ded 1,000,000/10,000 A Professional Liability ZBK-D379726 9/1/2018 9/1,2019 Limit/Ded 1,000,000/10,000 A Crime ZBK-D379726 9/1/2018 9/1/2019 Limit 500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: Location of Seminar-Fort Worth,TX 76102;City of Fort Worth is Additional Insured as respects the General,Auto and Umbrella Liability policies.Waiver of Subrogation applies in favor of Additional Insured as respects the General,Auto, Umbrella and Workers Compensation policies when required by written contract,per policy provisions and as allowed by law. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Fort Worth 200 Texas Street Fort worth, TX 77046 AUTHORIZED REPRESENTATIVE av-) ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 26(2014/01) The ACORD name and logo are registered marks of ACORD Form Request for Taxpayer Give Form to the (Rev.October2018) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to wwwJrs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. Graceland College Center for Professional Development and Lifelong Learning Inc. 2 Business name/disregarded entity name,if different from above SkiliPath Seminars/National Seminars Trainin /SkillPath Enterprise Solutions/Corn uMaster 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exem tions codes apply only to � p Y P� ( PPY Y m following seven boxes, certain entities,not individuals;see a instructions on page 3): ❑ C Corporation ❑ S Corporation o ❑ Individual/sole proprietor or paration p ❑ Partnership Trust/estate rn single-member LLC Exempt payee code(if any) CL ai C v ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► p Y Note.Check the appropriate box in the fine above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting C m LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code(if any) a o another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑✓ Other(see Instructions)► 501 c 3 (Applies to accounts maiMoa ed culside the U.S,) fn 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional} 4) 6900 Squibb Road 6 City,state,and ZIP code Mission KS 66202 7 List account number(s)here(oplional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this is generally your social security number(S .However,fora resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other entities,it is your employer identification number(EIN).If you do not have a number,see Now to get a TIN, later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. M43 - 1 1 6 1 8J 5 6 5 1 Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. Sign Signature of Here U.S.person► Date► General Instructi $ •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments .Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. .Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption .Form 1099-A{acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018) .ill hA 6900 Squibb Road Ski I I Pat Mission,KS 66202 on of,the Grace/and College center for T:(913)362-3900 _ssional Development and Lifelong Learning,Inc. es.SkllI ath.wm Training Agreement April 10,2019 Irene Jasoni Administrative Assistant City of Fort Worth 900 Monroe Street Fort Worth,Texas 76102 E-Mail: irene.jasoni@fortworthtexas.gov Thank you for choosing SkillPath Enterprise Solutions for your current training needs.Please take a moment to review this Training Agreement. We have already begun the necessary steps to ensure a successful training experience for you and your associates. Training Event#: 337747 Training Topic(s): The Essentials of Excellent Customer Service The Indispensable Assistant Training Date(s): May 29,2019 Training Time(s): Session 1: 8:30 AM- 12:30 PM Session 2: 1:00 PM-5:00 PM—The Essentials of Excellent Customer Service Training Location: 900 Monroe Street Fort Worth,Texas 76102 Total Training Cost: $4,500.00 Attendees: Includes all costs for up to 30 attendees.Additional attendees may be trained for$75.00 per participant. SkillPath agrees to provide: City of Fort Worth agrees to: • a professional trainer • provide a meeting facility • materials for attendees • provide audio/visual equipment • certificates of attendance • no video or audio taping of the training Payment Terms:Net 30 Cancellation or Rescheduling: If City of Fort Worth cancels the training date(s),SkillPath will invoice for 50%of the training fee(s)to cover business costs incurred. If City of Fort Worth changes any scheduled training date(s),SkillPath will invoice$750.00 per date to cover business costs incurred.Please note that changes to training topics or times could result in additional charges. Skil]Path Contracted Trainers and Materials: City of Fort Worth agrees not to enter into any direct contract with SkillPath trainers and also agrees to contact a SkillPath representative to coordinate any and all future work with SkillPath trainers.The training materials and content are the property of SkillPath. City of Fort Worth acknowledges that the copyright,interest in and title to the training materials and content and any trademarks or service marks relating thereto remain with SkillPath. Neither City of Fort Worth nor its authorized users shall have the right,title or interest in the training materials and content except as expressly set forth in this Agreement.This document serves as a binding contract between SkillPath and City of Fort Worth. If any information contained in this agreement is incorrect or needs to be changed,please contact our administrative support team at sbryson@skillpath.com.If you have any other questions please feel free to contact me at 1piane@skillpath.com or call me at(913)677-6255. We look forward to working with you on this important training initiative. Regards, Lisa Piane Account Supervisor EEO/m/f/v/h o Affirmative Action Employer