Loading...
HomeMy WebLinkAboutContract 52635 O CITY SECRETARY CONTRACT NO. In 5 ADDENDUM TO THE TERMS OF USE BETWEEN THE CITY OF FORT WORTH AND PERSONAL STRENGTHS PUBLISHING (PSP) This Addendum to the terms of use("Addendum")is entered into by and between Personal Strengths Publishing ("Vendor") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of licenses. The Contract documents shall include the following: 1. The Terms of Use 2. The Purchase Order and 2. This Addendum Notwithstanding any language to the contrary in the attached terms of Purchase Order and Terms of Use (collectively, the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall become effective upon the signing of the Agreement by an Assistant City Manager of the City(the"Effective Date")and shall expire one(1)year after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties.The Agreemeftt may be renewe for tefms () ef renewals a4 City's eptien-, eaeh a"Renewal Tefm." City shall provide Vendef with w ift—en nattiee-ee of its ifAen4 to r-enew at least thirty(30) days pfief to the end of eaeh tefffl. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach.If either party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient finds are appropriated by City in any fiscal period for any payments due hereunder, City wi71 no i PAD RY FT. WORTH, TX Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the 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 the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the 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. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights an obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any si fit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Te as.To the extent the Agreement is required to be governed by any state law other than Texas o venue in Tarrant County, City objects to such terms and any such terms are hereby deleted fro the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions,the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions ref e ed to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum d the Agreement shall control. If any changes are made to the linked terms and conditions after7�amiot e date of the Agreement, such changes are hereby deleted and void. Further, if Vendor clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. A.7.7..-A.— n....,.1 ..0 C 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 10. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary,City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 11. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 12. 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. 13. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, 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 e aa,....3-- 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 Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 14. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. (signature page follows) A -. G ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all By: performance and reporting requirements. Name: Fernando Costa Title: Assistant City Manager Date: $/Co f 19 By: Name: Cristi Lemon Approval Recommended: Title: Performance Administrator Approved as to Form and Legality: . A By: Name: Lynda ohnson Title: Chief Performance Officer By: Name: hn B. ` ong Attest: Title: Assistant Ci, Attorney Contract Authorization: M&C: N/A Name: ary Kays r ' w"_ Title: City Secreta ta VENDOR: ;''�, r `� �•. '` Personal Strengths Publishing By: Name: Craig H.Guindon Title: Executive Vice President Date: 7/29/19 OFFICIAL RECORD RY FT WR"' ; PSP, Inc 2701 Loker Ave West,Suite 250 Carlsbad,CA 92010 PSP® Phone:760.602.0086 TotaISDLcom I CoreStrengths.com August 21,2018 To:Purchasing Agents,Contracting&Procurement Officers Re: Personal Strengths Publishing(PSP,Inc®)Sole Source Provider of Core Strengths:Results through Relationships,Core Strengths:Accountability by Choice,TotalSDI Programs and Assessments GENERAL INFORMATION: PSP,Inc is the parent company and Sole Source Provider for Core Strengths and TotaISDI--see OFFICIALLY www.corestrengths.com and www.totalsdi.com.PSP is a global leader in training and assessments that LICENSED BY: have helped over 2.2 million people better understand what drives their behavior and the behaviors of US Department of Veterans Affairs others.Since opening its doors in 1971,PSP has grown to include offices in 14 countries and the SDI has been made available in 30+languages. US Army UNIQUE TOOLSET: Defense Logistics Agenq TotalSDI centered on two foundational assessments,the Strength Deployment Inventory(SDI)and the Strengths Portrait,and Core Strengths a skill-based training program based on those tools,are unique in US Department of Transportation their ability to reveal how motives shape behaviors in changing circumstances.These tools look at motives in 2 conditions: 1)When things are going well,and 2)when we're in conflict.To achieve US Navy War College long-term,sustained behavior change,we need to engage people at their core and connect to"why" US Department of Homeland Severity they do what they do. (FEMA) COPYRIGHTED INTELLECTUAL PROPERTY: US Geological Survey All publications of Personal Strengths Publishing,Inc.(PSP) protected under the"l976 Copyright Act". They may not be reproduced,stored in a retrieval system,or transmitted in any form or by any means, Ohio Department of Transportation electronic,mechanical,photocopying,recording or otherwise,in whole or in part,without the express written permission of the copyright owner,Personal Strengths Publishing,Inc. It is therefore illegal for Georgia Dept.of Behavioral Health 6 anyone to: Developmental Disabilities • Reproduce the copyrighted work; US EPA • Prepare derivative works based on the copyrighted works • Distribute copies of the copyrighted works,without written consent by the owner of the US Department of of Hearth&Human copyright. Services(ACS) QUALIFIED SOLE SUPPLIER: USDA All PSP,Inc.materials are produced by PSP,Inc and are protected under the"1976 Copyright Act". PSP,Inc.retains all distribution rights for PSP,Inc materials.PSP,Inc is the sole publisher and US 011ioe of Personnel Management distributor in the US and is therefore the SOLE SUPPLIER of all PSP,Inc materials. US Department of Treasury SIGNED&CONFIRMED: OP-411 Kevin Small CEO/Managing Principal ADDITIONAL INFORMATION: DUNNS#937809671 Cage Code#6SMU5 Tax ID#95-3099022 Phone:760.602.0086 Website:www.oersonalstren(iths.com Email:infoCa2)corestrengths.com VPSP QUOTE Training Program Company Address 2701 Loker Ave W,Suite 250 M,i t I Carlsbad,California 92010 United States Quote Number 00006431 Quote Expiration 7/31/2019 Created Date 7/24/2019 Prepared By Josh Nichols Account Name City of Fort Worth Phone (760)827-1724'• Contact Name Shane Zondor Email josh.nichols@corestrengths.com ProductQuantity Price Discount Total CoreStrengths Results Learner Tool Kit 150.00 USD 165.00 0.00% USD 24,750.00 CoreStrengths Results Learner Tool Kit 50.00 USD 185.00 100.00% USD 0.00 Subtotal USD 34.000.00 Discount 27,21% Total Price USD 24,750.00 TaxNAT USD 0.00 Shipping USD 163.85 Grand Total USD 24,913.85 Address Information Bill To Name City of Fort Worth Ship To Name City of Fort Worth Bill To Address 200 Texas St Ship To Address US Fort Worth,TX 76102 US Terms and Conditions All sales are final and payable in US Dollars. Payment is due within thirty(30)days after date of invoice.Client is responsible for all shipping&handling,taxes,and customs/duties fees.This agreement is governed by the laws of the State of California,County of San Diego,USA.The product material is copyrighted by PSP, Inc.All rights are reserved. Acceptance of Quote This Quote can be used as an official purchase order if desired. Please sign below to agree to all pricing,terms and conditions,and email the completed form to your Client Manager or ar@ core strengths,com. Signature: Date: Print Name: Title: