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HomeMy WebLinkAboutContract 58048 CSC No. 58048 WORTH,., 4* FORT 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 its duly authorized Assistant City Manager, and Franklin Covey Co. ("Vendor"), a Utah Company and acting by and through its duly authorized representative, each individually referred to as a "party"and collectively referred to as the "parties." 1. Scope of Services: Vendor will Provide City with All Access Passes to their software and supplemental training kits on an as-needed basis ("Services"), set forth in more detail in Exhibit "A,"attached hereto and incorporated herein for all purposes. In the event of any conflict between the terms and conditions of Exhibit A and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 2. Term. The Agreement shall become effective beginning on the date executed by the City's Assistant City Manager ("Effective Date"), and shall expire (1) one year after the Effective Date (the "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 3 one-year renewal option(s)(each a"Renewal Term"). 3. Compensation. 3.1 Total compensation under this Agreement,which includes $27,000.00 for 100 All Access Passes and supplemental training kits provided on an as-needed basis, will not exceed Forty-five thousand dollars. ($45,000.00). 3.2 City will pay Vendor in accordance with the Prompt Payment Act(Chapter 2251 of the Texas Government Code) and provisions of this Agreement, including Exhibit"B," which is attached hereto and incorporated herein for all purposes. 3.3 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. 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. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement 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. hi 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 underthe Texas Public Information Act. hi the event there is a request for information marked Confidential or Proprietary, City will 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. 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 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. Ri2ht to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, 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 Vendor Services Agreement Page 2 of 11 reasonable advance notice of intended audits. 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 subcontractors. 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, contractors, and subcontractors. 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, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors 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 contractors. 8. Liability and Indemnification. 8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS) OR OMISSION(S),MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS,AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND 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 PERSONAL INJURY,INCLUDING,BUT NOT LIMITED TO,DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES, SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 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 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 Vendor Services Agreement Page 3 of 11 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 documentation with equally suitable, compatible,and functionally equivalent non-infringing software and 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 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 will be 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,the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor 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 Services 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 Vendor Services Agreement Page 4 of 11 Coverage will be on any vehicle used by Vendor, or its employees, agents, or 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 Services are 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 City in accordance with the notice provision of this Agreement. (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. Vendor Services Agreement Page 5 of 11 (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 Regulations. 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, contractors, subcontractors,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, CONTRACTORS, SUBCONTRACTORS, 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 Franklin Covey Co. Attn: Assistant City Manager Attn: Legal Department 200 Texas Street Director of Legal Services Fort Worth,TX 76102-6314 2200 West Parkway Blvd. Facsimile: (817) 392-8654 Salt Lake City, Utah 84119-2099 Facsimile: With copy to Fort Worth City Attorney's Office at same address 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 Services Agreement Page 6 of 11 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. Severability. 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 Maieure. 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 notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 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 Exhibit A. 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 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. Vendor Services Agreement Page 7 of 11 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, CONTRACTORS, SUBCONTRACTORS, OR AGENTS.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 that are created, published, displayed, 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 they have 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. 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 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 2271 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 2271 of the Texas Government Code. By signing this Agreement,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 Agreement. Vendor Services Agreement Page 8 of 11 30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2,the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and"company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. 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. 33. Entirety of Agreement. This Agreement 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. (signature page follows) Vendor Services Agreement Page 9 of 11 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. City: Vendor: By: By: Name: Jesica McEachern Name: Nikki Vanderhoof Title: Assistant City Manager Title: Contract Specialist Date: Date: August 25, 2022 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: 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: Dianna M Giordano(Aug 26,202211:08 CDT) performance and reporting requirements. Name: Dianna Giordano Title: Human Resources Director By: Christine Hernandez(Aug 25,202216:41 CDT) Approved as to Form and Legality: Name: Christine Hernandez Title: Human Resources Manager 7UJ By: y City Secretary: Name: Jessika Williams Title: Assistant City Attorney By: Jannette S.Goodall(Sep 1,202210:51 CDT) Contract Authorization: Name: Janette Goodall ��4nn��� M&C: N/A Title: City Secretary pd�°FORT4aa Form 1295: ��o° °°°O d� go~o 0 d 0v°° °=d ° * ° ,e:Y° °OO00000° IV nEXAso4p OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 11 EXHIBIT A SCOPE OF SERVICES& PRICE SCHEDULE Vendor Services Agreement Page 11 of 11 Af. Franklin Covey Client Sales, Inc. FranklinC y 2200 W City,Utah y Boulevard �x Salt FRANKLIN COVEY ALL ACCESS PASS° LICENSE AGREEMENT This License Agreement(the "Agreement")is entered into between Franklin Covey Sales,Inc.("FranklinCovey'),and the following organization (hereinafter referred to as"Client")and allows certain Client employees("Passholders")access to the FranklinCovey Solutions(described below). Client Organization: City of Fort Worth,TX Contact Person: Shannon Luce Address: 900 Monroe St Fort Worth,Texas 76102-6319 Telephone: 505-350-0445 Email: shannon.luce@fortworthtexas.gov License Information NumberLicense Start License End of Final Fee per Pass .- Date Date Passholders Net Price Additional All Access Pass 8/31/2022 8/30/2023 100 $27,000.00 $340.00 •• Quantity Price per unit Final Net Price Choices Participant Kit Outlook 19-16-13 63 $35.00 $2,205.00 7 Habits Foundations Participant Kit 64 $35.00 $2,240.00 Speed of Trust Foundations Participant Kit 64 $35.00 $2,240.00 Unconscious Bias Participant Kit 64 $35.00 $2,240.00 The 4 Essential Roles of Leadership 2-Day Participant Kit 63 $35.00 $2,205.00 Multipliers Participant Kit 64 $35.00 $2,240.00 6 Critical Practices Participant Kit v1.5 64 $35.00 $2,240.00 FranklinCovey Solutions Building Business Acumen TM Speed of Trust"Foundations Change:How to Turn Uncertainty Into Opportunity The 4 Essential Roles Leadership Series FranklinCovey Excelerators° The 4 Essential Roles of LeadershipTM FranklinCovey InsightsTM The 5 Choices to Extraordinary Productivity° Jhana°:Bite-Sized Learning for Leaders The 6 Critical Practices for Leading a TeamTM Leading at the Speed of Trust" The 7 Habits for Managers' Leading Customer Loyalty° The 7 Habits of Highly Effective People° Foundations Meeting Advantage TM The 7 Habits of Highly Effective People°Signature Program Multipliers°:How the Best Leaders Ignite Everyone's Intelligence The 7 Habits°Leader Implementation Presentation Advantage' Unconscious Bias:Understanding Bias to Unleash PotentialTM Project Management Essentials° Writing Advantage' Page 1 of 4 AAP(All)License Agreement/Revised 06-2022 Optional Passholder-Only Products/Services Item Passholder Pre-Packaged Participant Kit(price per kit) $35 Client may contact FranklinCovey via email to request additional licenses or optional products and/or services. For some products and services where additional terms are necessary,an order form will be issued. If this Agreement is executed by Client after the License Start Date above,FranklinCovey may adjust the License Start and End Date based on the date FranklinCovey activates the License and provided the License Term does not change.Such change shall not affect the License Fee. Client agrees to abide by the Terms and Conditions stated below. Franklin Covey Client Sales, Inc. City of Fort Worth, TX Signature: x,)4 jP //GL�L��` Ge6�i Signature: By: Nikki Vanderhoof By: JesicaMcEachern Title: Contract Specialist Title: Assistant City Manager Effective Date: Terms and Conditions A. Grant of Rights.FranklinCovey grants Client a limited, non-exclusive, non-transferable,revocable license for the Passholders,for whom fees have been paid,to(a)print or download from FranklinCovey's web-based platforms,the participant and facilitator Materials as they exist (collectively"Materials');and (b)create "Compilations,"which means a Passholder's right to take portions of the downloadable Materials and use them in accordance with the terms of this Agreement and specifically in accordance with the Guidelines attached hereto as Exhibit A. B. Limitations to Grant of Rights.Client agrees not to make,or allow its employees to make, Derivative Works(defined by U.S.Copyright Law, 17 U.S.C.§101,as amended).Client will effectively communicate to its Passholders that the Materials are copyright-protected and the proprietary property of FranklinCovey,and that neither Client nor its employees shall file share,distribute to a third party,or publicly post(Slide Share, YouTube,etc.)any of the Materials except as provided for herein.Client acknowledges and agrees that it will take commercially practicable means as technologically feasible,to prevent the Materials from being used or accessed without proper authorization.Materials designated as "Facilitator Materials"are intended for use by Passholders certified to deliver the FranklinCovey Solutions. Non-Passholders are not eligible for Passholder pricing.Training must be delivered and participant Materials consumed during the License Term. C. Term.This Agreement shall commence on the License Start Date and continue as indicated in the table above(all terms in the table are collectively referred to as the"Initial Term")and is non-cancelable except for a material breach as described in "Termination and Events of Termination" below. D. Termination and Events of Termination.Either party may terminate this Agreement with 30 days written notice of a material breach of this Agreement only,if uncured within such 30 day period. Upon termination of each Passholder license,such Passholders shall immediately(a) discontinue all use of the FranklinCovey Solutions;(b)discontinue all use of Compilations;and (c)remove all FranklinCovey content from Compilations which were blended with Client content.Notwithstanding the foregoing,Passholders who received the Participant materials priorto termination may continue to use them for their personal use to apply the concepts learned from a FranklinCovey Solution. E. Fees and Payment Terms. Client agrees to pay FranklinCovey the non-refundable non-prorateable fees described above at the beginning of each license term and within 30days of the receipt of an invoice.Additional products and/or Services ordered under this Agreement shall be payable when delivered. Pricing does not include applicable sales and use taxes,shipping&handling fees,or travel expenses,which are the responsibility of the Client.Interest shall accrue on all delinquent accounts at the rate of 1.5%per month.Pricing is subject to an increase after the Initial Term and annually thereafter. F. Returning Participant Materials. Participant materials shipped from and delivered to locations in the U.S.and Canada are eligible for refund if returned unused to FranklinCovey within thirty(30)days of purchase.Customized products and electronic participant materials are not accepted for return or exchange.Participant materials shipped from and delivered to locations outside the U.S.and Canada are not eligible for a refund. G. Third Party Restrictions.The facilitator videos,Jhana:Bite Sized Learning for Learners, FranklinCovey Insights,and FranklinCovey Excelerators may not be modified or edited in any way.Certain facilitator program videos may not be embedded into the facilitator PowerPoint. Digital access is not available with certain ancillary participant materials.These program videos and materials, including,but not limited to Creative Page 2 of 4 AAP(All)License Agreement/Revised 06-2022 Juicers, FranklinCovey Style Guide, Managing Essentials,Leadership Essentials,and Leadership Foundations Handbook,may be purchased separately, upon request. H. Copyright. Client acknowledges that FranklinCovey or its licensors exclusively own all proprietary rights and copyrights to the FranklinCovey Solutions,Materials,and training sessions, including,but not limited to,any related documentation,images,animation,sound, music,and text, and Client shall communicate the same to Participants. Any unauthorized use,reuse,copying, reproduction, recording,transmittal, modification,or revision of the FranklinCovey Solutions,Materials,or training sessions is expressly prohibited and will constitute a breach ofthis Agreement and/or copyright laws. I. Insurance.FranklinCovey will maintain commercial general liability and professional liability insurance,in the amount of$1,000,000 per policy, during the term of this Agreement.FranklinCovey agrees to provide Client with a certificate of such insurance upon request.FranklinCovey shall provide thirty(30)days'written notice in the event of a change or cancellation of its policy coverage. J. Limitation of Liability. FranklinCovey does not make anywarranty,guarantee,or representation,either express or implied (1)regarding the merchantability or fitness for a particular purpose of the FranklinCovey Solutions,or(2)that certain results may be obtained in connection with the use of the FranklinCovey Solutions. FranklinCovey does not assume any responsibility for any damage or loss caused by the misuse of the FranklinCovey Solutions,the misuse of software, hardware or systems of any third-party or Client. FranklinCovey shall not be liable for any consequential,incidental or punitive damages arising from this Agreement or the FranklinCovey Solutions provided hereunder. FranklinCovey's aggregate liability to Client in relation to any claims arising under this Agreement shall not exceed the total amount paid to FranklinCovey under this Agreement. K. Force Majeure.Neither Client nor FranklinCovey shall be required to perform any term,condition,or covenant of this agreement so long as such performance is delayed or prevented by acts of God,material or labor restriction by any governmental authority,civil riot,floods, hurricanes,or other natural disasters,or any other cause not reasonably within the control of Client or FranklinCovey. L. Data Privacy.During the course of this Agreement,FranklinCovey will process Personal Data(defined herein)on behalf of Client.FranklinCovey agrees to comply with all laws and regulations as prescribed by the European Union GDPR,California Consumer Privacy Act(CPPA),and the Freedom of Information and Protection of Privacy Act(FIPPA). If Client requires the parties enter into a Data Processing Addendum, FranklinCovey will send such addendum for Client to fill in and sign.As used in this Agreement "Personal Data" means all data that is defined as 'personal data' under EU Data Protection Laws and to which EU Data Protection Laws apply,and to which CCPA and FIPPA laws apply,and which is provided by Client to FranklinCovey,and accessed,stored or otherwise processed by FranklinCovey. M. Entire Agreement. This Agreement represents the entire understanding between the parties and supersedes all prior agreements,whether written or oral, relating to the subject matter hereof.In the event any terms contained in any subsequent purchase order(or similar document) sent or received in connection with this Agreement are inconsistent with the terms of this Agreement,the terms of this Agreement shall prevail. This Agreement may only be modified or amended in writing signed by a duly authorized representative of each party. N. Affirmative Action/Equal Opportunity Employer. FranklinCovey complies with the EEO clause of EO 11246,as amended and the provisions of 41 CFR Section 60-300.5(a);41 CFR Section 60-741.5(a);41 CFR Section 60-1.4(a)and (c);41 CFR Section 60-1.7(a);48 CFR Section 52.222-54(e); and 29 CFR Part 471,Appendix A to Subpart Awith respect to affirmative action program and posting requirements. Page 3 of 4 AAP(All)License Agreement/Revised 06-2022 Exhibit A GUIDELINES FORALLACCESS PASSHOLDERS FOR CREATING COMPILATIONS As a FranklinCovey Passholder,you are allowed to combine segments from the FranklinCovey content included in your pass,even with your own content,for use for the population included in your All Access Pass agreement subject to the guidelines provided herein. Consider this example:Your organization requires help with communication and trust. Using the listening skills from Habit 5 of The 7 Habits of Highly Effective People®Signature program and the 13 Trust Behaviors from Speed of Trust®Foundations,combine them to create a single training designed to improve these specific skills and behaviors. Or, perhaps you have your own internal content on effective communication skills that reinforces your company's values,and you would like to combine it with related FranklinCovey content.As long as the FranklinCovey content is properly attributed,you can do this,as well,adding your own examples or application exercises to the FranklinCovey solution. If you would like help designing custom solutions, your organization is eligible for discounted FranklinCovey Passholder pricing for our customization services. The following guidelines are provided to ensure that FranklinCovey's intellectual property,as well as the intellectual property of our partners and other third parties, is respected as you work with our content. What you can do: • You are allowed to use FranklinCovey ideas,models,or concepts in combination with other FranklinCovey content included in your pass,or your own content for the Passholder population only identified in your All Access Pass,as long as they are properly attributed.The following statement is an example of proper attribution: ©FranklinCovey Co.All rights reserved.Used herein with permission under an existing license agreement. • You are required to include specific trademark notations(°or'"')found in our content.For example, The 7 Habits of Highly Effective People° What you can't do: • You are not allowed to use FranklinCovey ideas, models,or concepts outside of the Passholder population covered by your FranklinCovey All Access Pass agreement. • You are not permitted to use FranklinCovey ideas, models or concepts without proper copyright attribution. • You are not allowed to edit or disassemble quotes,videos,or extract music,images,or other media elements for use in a way that is separate from our content.We realize they may add professional appeal,but they are licensed materials limited for use,as is,within the FranklinCovey Solutions. • You can't change the names,titles,or terminology of our content,or otherwise create "derivative works' as defined by U.S.copyright laws. For example,you aren't allowed to change,adapt,or modify the name of one of the 7 Habits°or change,adapt,or modify the shape of a model or diagram.You must use our content as it exists. • You cannot sell, relicense, repackage, or otherwise give FranklinCovey content to others. • You cannot do anything that compromises FranklinCovey's ownership of its intellectual property or its rights. • You cannot use FranklinCovey intellectual property in a way that disparages its brand or tarnishes its image. FranklinCovey is proud of its content and wants it to be presented in the best possible way. As long as you have a current FranklinCovey All Access Pass agreement,you can continue to use our content as outlined above. If,for some reason, you choose not to renew your All Access Pass license, you must discontinue use of all FranklinCovey intellectual property including content, ideas, models,videos, music,and images. For additional details, please refer to the license agreement between FranklinCovey and your organization. Page 4 of 4 AAP(All)License Agreement/Revised 06-2022