HomeMy WebLinkAboutContract 55229 CSC No.55229
FORT WORTH,
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 Dana Burghdoff, its duly authorized Assistant City Manager, and CARAHSOFT
TECHNOLOGY CORP. ("Vendor"), a corporation acting by and through Kristina Smith its duly
authorized Contracts Director each individually referred to as a"Party"and collectively referred to as the
"Parties."
AGREEMENT DOCUMENTS:
The Agreement documents 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 of this Agreement
control.
1. Scope of Services.Vendor will provide the City with a set of online learning and upskilling
resources to provide patrons with professional development,technology,and personal enrichment learning
opportunities. Exhibit "A," - Scope of Services more specifically describes the services to be provided,
further referred to herein as the"Services."Vendor will perform the Services in accordance with standards
in the industry for the same or similar services.In addition,Vendor will perform the Services in accordance
with all applicable federal,state,and local laws,rules,and regulations.If there is any conflict between this
Agreement and Exhibit A,the terms and conditions of this Agreement control.
2. Term. This Agreement will begin on February 1,2021 ("Effective Date")and will expire
on January 31, 2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same
terms and conditions,for up to two(2)one-year renewal options.
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit"B,"—Price Schedule. The annual compensation under this Agreement will not exceed
Forty Nine Thousand Nine Hundred Fifty Dollars($49,950.00).Vendor will 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 will not be liable for any additional expenses
of Vendor not specified by this Agreement unless City first approves such expenses in writing.
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY
CFW/CARAHSOFT
FT.WORTH, TX
Vendor agrees to submit monthly invoices by the 10th day of the month for Services provided in
the previous month. City agrees to pay Vendor within thirty(30) days of receipt of accurate invoice.
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.
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 will 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 Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will 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 will 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 will 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 Information.
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 writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it will treat all information provided to it by City("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. 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.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Seller. It will be the responsibility of Seller 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.
5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in
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identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will,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 will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
Section 6 will survive the expiration or termination of this Agreement.
7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 will 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,Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior will
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 will be construed
as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that
City will 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 will be entitled to any employment benefits from City.Vendor will 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 WILL 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 COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYMND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND 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
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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 will 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 will 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 will 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 will 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 will 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 will 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
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted,Vendor will, 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 (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.
Section 8 will survive the expiration or termination of this Agreement.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will 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 will 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 will 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 will execute a
written agreement with Vendor referencing this Agreement under which sub Vendor agrees to be
bound by the duties and obligations of Vendor under this Agreement as such duties and obligations
may apply.Vendor must provide City with a fully executed copy of any such subcontract.
10. Insurance. Vendor must 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:
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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 will be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"will 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
$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) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must 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 must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
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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 minimum 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 will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and ReEulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
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 must 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 will 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 will 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 Carahsoft Technology Corporation
Attn: Dana Burghdoff,Assistant City Manager Attn: Kristina Smith, Contracts Director
200 Texas Street 11493 Sunset Hills Road, Suite 100
Fort Worth,TX 76102-6314 Reston,Virginia 20190
Facsimile: (817)392-8654
With copy to Fort Worth City Attorney's Office at
same address
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14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. 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 does 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 will 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 will 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. SeverabiH . If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The form
of notice required by this section will be the same as Section 13.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will 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 will 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 will be binding upon a party hereto unless set forth in a written instrument, which is
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CFW/CARAHSOFT Page 7 of 15
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute
one and the same instrument.
24. 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 will either(a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must 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 will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must 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 WILL 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, will have the right to immediately terminate this Agreement for
violations of this provision by Vendor.
26. Ownership of Work Product. City will 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
will 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 will 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 will 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.
27. Signature Authority. 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.
28. Change in Company Name or Ownership. Vendor must 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 Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
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CFW/CARAHSOFT Page 8 of 15
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.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this 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, 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" has 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.
30. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
31. 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 prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
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CFW/CARAHSOFT Page 9 of 15
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
By: Dana Burghdoff(Jan 29,20 0:22 cs of this contract,including ensuring all
Dana Burghdoff performance and reporting requirements.
Assistant City Manager
Date: Jan 29, 2021 ��Q
By:
APPROVAL RECOMMENDED: Timothy Shidal
Administrative Services Manager
�-74— APPROVED AS TO FORM AND LEGALITY:
By:
Marilyn Marvin
Assistant Library Director Que� c�1�
ATTEST: oz OFOR) �y a Jessika J.Williams
paw o 00�� Assistant City Attorney
�o o9�d
=d CONTRACT AUTHORIZATION:
"Q�rJ
By: P' 000 ° mod M&C:
Mary J.Kayser d�ar rEX Xi o 1295:
City Secretary nnna�4�
CARAHSOFT TECHNOLOGY CORP.:
By: '�YMZjtiL
Name: Kristina Smith
Title: Contracts Director
Date: 1/28/2021
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Vendor Services Agreement
CFW/CARAHSOFT Page 10 of 15
EXHIBIT A
SCOPE OF SERVICES
Vendor will provide the City with a set of online learning and upskilling resources to provide patrons with
professional development,technology, and personal enrichment learning opportunities.
SOLUTION
Vendor will specifically provide its Linkedln Learning for Libraries service to the City which includes
access to a full catalog of online courses designed for professional development training. Content includes
business, creative, and technical training library of over 8,600 courses in English comprised of 250,000
videos on more than 8,700 topics, with new titles added every week. Vendor will actively work to design
additional instructional content. Main topic areas are listed below:
• Business: Business Software and Tools, Career Development, Customer Service, Finance and
Accounting, Human Resources, Leadership and Management, Marketing, Professional Development,
Project Management, Sales, Small Business and Entrepreneurship,Training and Education
• Technology: Cloud Computing, Database Management, Data Science, GIS, IT Help Desk, Mobile
Development, Network and System Administration, Software Development, Security, DevOps, Web
Development, Design and Engineering, Visualization and Real-Time, AEC, Product and
Manufacturing
• Creative: Animation and Illustration, Audio and Music, Graphic Design, Motion Graphics/VFX,
Photography,User Experience,Video,Web Design
Content is designed to provide both a start-to-finish course and individual task-based learning to support
multiple learner types.Learners also have access to practice environments,exercise files,assessments,and
note taking tools.Learners can also submit course feedback.Learners will also have the ability to download
certificates of completion when completing a course.
ACCESSING LINKEDIN LEARNING FOR LIBRARIES
The Linkedln Learning for Libraries service services is accessed using a standard web browser via the
Internet. No additional software is required, and no connectivity is necessary to utilize the platform.
Learners must have Internet access in order to view online learning videos.
The Linkedln Learning for Libraries services will be integrated with the Fort Worth Public Library's
existing Integrated Library System(ILS)via SIP2 and API connections.
DATA OWNERSHIP
Vendor shall not release patron's personal information, including email addresses or patron's personal use
of the service,to any other entity without express written consent of the Library.Offer shall not use patron's
email or other personal information to communicate directly with patron except to answer Users'direct help
queries or advise Users of brief service outages for routine maintenance or repair of technical issues.
Linkedin Learning for Libraries will only gather patron's library card number and pin.The Vendor will not
collect any email addresses.
Vendor Services Agreement—Exhibit A
CFW/CARAHSOFT Page 11 of 15
IMPLEMENTATION
The Vendor's Linkedln Learning for Libraries account manager creates a support ticket with the technical
integrations team upon the receipt of an approved purchase order from City.
The Vendor's technical integrations team will send the library contact a link to a brief questionnaire for the
authentication information within 5 business days. Once received, the solutions engineer will setup
authentication within 1-2 business days and send back a public facing link for the libraries website.
The Vendor account team will also schedule a kick-off call within 5 business days of receiving the question
with the library staff to discuss rollout,marketing, admin training, and best practices. Additional meetings
for training and support are available to the library as needed.
The City is responsible for updating Fort Worth Public Library websites with the public facing link after
the solution has been implemented.
REPORTING
The Vendor will provide reports from the LinkedIn Learning for Libraries service. City will choose a
Library staff member to be the master administrator of the account. This user can login to view the
dashboard which includes:
• Total Hours of Video Viewed
• Course Ranking
• Certificates of Completion Received
• Percentage of Users Who Logged In
• Average Viewing Time per Login
There are also downloadable reports which can be viewed or scheduled to be sent to an email address.
Those reports include:
• Total Usage Summary
• Individual Usage Summary
• Certificate of Completion
• Course Ranking Summary
• User List
SUPPORT
The Vendor will provide support for the Linkedln Learning for Libraries service via the following roles:
• Senior Enterprise Account Manager - dedicated sales representative who will support product
evaluations, contract negotiations,learning and development strategy,and service escalations.
• Customer Success Manager-Tier 3-dedicated representative who will provide administrator training
as needed, support all phases of your online training implementation, and work to ensure the City gets
the most from the subscription. Benefits of the CSM include but are not limited to step-by-step
administration training, a supply of resources for promoting learning, customized rollout plan, onsite
visits,usage analysis,and continued assistance and evaluation of training program as needs change and
grow.
Vendor Services Agreement—Exhibit A
CFW/CARAHSOFT Page 12 of 15
• Solutions Engineer (as needed) - a member from the solutions engineering team will be engaged to
assist with setup of ILS integration,testing,launch,and troubleshooting as needed.
• Customer Service and Technical support agents are available by web and email 7 days a week.
Hours of operation are Monday through Friday 6am to 5pm PT and Saturday and Sunday from lam to
4pm PT. The primary tasks of Customer Service (Tier 1 agents) consist of confirming the customer's
identity, creating and resolving cases in regard to navigating the website, managing account
preferences, video players, and downloading exercise files. In instances where an issue cannot be
resolved, Tier I agents thoroughly and accurately record the customer's inquiry, and initiate the
escalation process to Technical Support {Tier 2 agents). Tier 2 agents are subject matter experts and
handle escalated cases and resolve more complex issues. Issues that are unable to be resolved are
escalated to our web development team for resolution.
Vendor Services Agreement—Exhibit A
CFW/CARAHSOFT Page 13 of 15
EXHIBIT B
PRICE SCHEDULE
Vendor pricing for the Term will remain locked in at the pricing shown for the first three years,
with option years available to continue service for year 4 and 5, subject to future pricing of
LinkedIn Learning at that time.
Description Otv Unit UnitPrice Total
LinkedIn Learning 1.0 Year $27,500 $27,500
Annual Maintenance&Support 1.0 Year Included Included
Vendor will provide the City unlimited, all-inclusive use of its LinkedIn Learning service.
• No additional fees associated with Vendor services.
• Pricing includes all set-up, full technical support, training, and outreach.
• There are no administrative or startup costs.
• There are no use limits.
Vendor Services Agreement—Exhibit B
CFW/CARAHSOFT Page 14 of 15
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
CARAHSOFT TECHNOLOGY CORP.
11493 SUNSET HILLS ROAD, SUITE 100
RESTON,VA 20190
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 (10) 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.
l. Name: Kristina Smith
Position: Contracts Director
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Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature—
Name: Craig bo
e C
Signature o si nt 1 E
Other Title:
Date:
Vendor Services Agreement—Exhibit C
CFW 1 CARAHSOFT Page 15 of 15