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HomeMy WebLinkAboutContract 52696 ETAR a CONTRACT Io. Y 5 a(P g b RECEIVED AUG 2 2 2019 A[/ ���� clrvoFFORrwo PDENDUM TO THE TERMS OF USE J� CITYSECRETARY BETWEEN s��eri o�r9 THE CITY OF FORT WORTH AND FRANKLINCOVEY This Addendum to the terms of use("Addendum") is entered into by and between Franklin Covey Sales, Inc. ("Vendor") and the City of Fort Worth("City"), collectively the "parties", for a purchase of All Access Pass® licenses. The Contract documents shall include the following: 1. All Access Pass License Agreement 2. The Purchase Order and 2. This Addendum Notwithstanding any language to the contrary in the attached terms of Purchase Order and All Access Pass License Agreement (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 Agreement may be renewed for two terms (2) of renewals at City's option, each a"Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 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. If City cancels for convenience, Vendor shall not refund any prepaid license fees. 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 01. written notice to the breaching party. 6� S �' �► OFFICIAL RECORD REC ED CITY SECRETARY v EN AUG 2 7 ndu a< - P 1 f 5 CITY OF FORT WORTH N --....... CITY SECRETARY cy C. Fiscal Funding Out. 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 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. If the Agreement is terminated for no funds or insufficient funds, Vendor shall not refund any prepaid license fees. 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 and 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 suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from 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 referred 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 and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot 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 Addendum Page 2 of 5 Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 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 Addendum Page 3 of 5 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 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) Addendum Page 4 of 5 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: By B I G t 9 : Name: Cristi Lemon Approval Recommended: Title: Performance Administrator Approved as to Form and Legality: By —4 (<-V� Name: Lynda ohnson 1-/ Title: Chief Performance Officer By: .0"113%V 2 — Name: J B. Strong Attest: Title: Assistant City Attorney Contract Authorization: N/A By: �- F.F RAF Name: Kayser Title: City Secretary .� * �1r VENDOR:` Franklin Covey Client Sales, Inc. By: Name: Title: Date: FOFFICIALECORD ETARY FT. WORTH,TX Addendum Page 5 of 5 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: s�i��t _ _ _ By: Name: Cri i Lemon Approval Recommended: Title: Performance Administrator Approved as to Form and Legality: By: Name: Lynda Johnson Title: Chief Performance Officer By: Name: n B. hbng Attest: Title: Assistant Ci Attorney Contract Authorization: &C: N/A By: F Name: a Kayser F .............. Title: City Secretary f Ci;' :4 VENDOR: .,cXAS Franl♦;lin Covey Client Sales,Inc. By: Nam1A--MicfiaeI Bettin Title.- UIYUCLU,T, Legal Services Date: d3 OFFICIAL RECORD CITY SECRETARY Addendum FT WO It FranklinCovey Cilent Sales,Inc. FrankfinCovey. 2200 West Parkway Boulevard THE ULTIMATE COMPETITIVE ADVANTAGE Salt Lake City,Utah 84119 FRANKLIN COVEY ALL ACCESS PASS" LICENSE AGREEMENT This License Agreement(the Agreement`)Is entered into between FranklinCovey Client Sales,Inc.,and the following organization('Client')and allows certain client employees('Passholders')access to the FranklinCovey Solutions(described below)maintained on FranklinCovey s All Access Pass'platform located in the United States(the'Portar). Client Organization: City of Fort Worth,TX Contact Person: Cristi Lemon Address: 200 Texas St Fort Worth,Texas 76102-6314 Telephone: lam. �L 8173922415 Email: cristl.lemon@fortworthtexas.gov License Information AIIAccess Pass _ 8/23/2019 8/22/2020 3.00 215 1 $33,808.75' $294.00 All Access Pass J 8/23/2020 8/22/2021 3.00 215'• 0 $33,808.75• $294.00 All Access Pass 8/23/2021 8/22/2022 3.00 215•• 0 $33,808.75' $294.00 'Reflects a 15%discount for a 3 Year commitment.FranklinCovey will Invoice at the beginning of each contract year. *'Client may increase the number of Passholders at the beginning of each contract year. FranldinCovey Solutions Building Business Acumen'" Presentation Advantage® Find Out WHY:The Key to Successful Innovation"" Project Management Essentials® FranklinCovey ExceleratorsO Speed of Trust®Foundations FrankllnCovey Insights' The 4 Essential Roles of Leadership" JhanaTM:Bite-Sized Learningfor Leaders The 5 Choices to Extraordinary Productivity® Leaders « Change'"' The 6 Critical Practices for Leading a Team'" Leadership Foundations" The 7 Habits for Managers® Leadership ModulesTM' The 7 Habits of Highly Effective People®Foundations Leadership:Great Leaders,Great Teams,Great Results® The 7 Habits of Highly Effective People®Signature Program Leading at the Speed of Trust® The 7 Habits®Leader Implementation Managing Mlllennials'" Unconsdous Bias:Understanding Bias to Unleash Potential'" Meeting Advantage Writing Advantagedt Millennials @ Work"" Additional Services/Products Included in this Order Participant lots(To be purchased during 430 $35.00 430 $15,050.00 year 1) - -- — — — Estimated Shipping&Handling 1 $1,100.00 Total Investment:$117,576.25 Total Investment Year 1:$49.958.75 Page 1 of 4 OS-2019 Optional Passholder-Only Products/Services Pre-Packaged Participant Kit $35 Pre-Packaged Facilitator Kit $100 Client may contact FranklinCovey via email to purchase additional licenses or optional products andfar services. For some products and services where additional terms are necessary,an orderform 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. Client agrees to abide by the Terms and Conditions stated below. FranklinCovey Client Sales,Inc. City of Fort Worth,TX Signature: Signature: 1_C'Z By: Cherry Clark By: Fernando Costa Title: ixdinator Title: Assistant City Manager Le VIS It?t Effective Date: Page 2 of 4 05-2019 TERMS AND CONDITIONS A. Grant of Rights.FranklinCovey grants Client,including Its Affiliates(meaning an entity that controls,is controlled by,or is under common control with the Client where'control'means ownership of 50%or greater of the equity of that entity or the ab�ky to direct the management of that entity),a limited, non-exclusive,non-transferable,revocable license for the Passholders,for whom fees have been paid,to(a)print or download onto computers or tablets the participant and facilitator materials as they exist(collectively'Materials);and(b)create'Compilations,'which means a Passholders right to take portions of the downloadable Materials and use them in accordance with the terms of this Agreement and the Guidelines attached hereto as Exhibit A. B. Umltations 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.Client acknowledges and agrees that it will take commercially practicable means as technologically feasible to prevent the Materials from being used or accessed except as provided herein.The rights granted in this Agreement are restricted for use within the United States and Canada.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 Ucense Term. C. Returning Participant Materials.FranklinCovey will extend a refund for unused pre-packaged participant materials returned within thirty(30)days of purchase or the date of the event For clarity,customized products and digital products that are not a component of the pre-packaged materials are not eligible for refund.All materials carry an unconditional guarantee against any manufacturing defect for one(1)full year. D. Fees and Payment Terms:Client agrees to pay FranklinCovey the non-refundable non-prorateable fees described above within 30 days of the receipt of an invoice.Pricing does not Include applicable sales and use taxes,shipping&handling fees,or tr)rvel expenses,which are the responsibility of the Client. Interest shall accrue on all delinquent accounts at the rate of 1.5%per month.Pricing if firm during the Initial Term.Thereafter it is subject to an annual price increase. E. Term,Termination,and Events of Termination.The term of this Agreement is set forth above('InRial Term')and Is non-cancelable except for an uncured material breach of this Agreement.Client may renew the Agreement by written amendment. Each renewal term is non-cancelable except for an uncured material breach of the Agreement. Upon termination of each license term,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 are blended with Client content. Notwithstanding the foregoing,Passholders who received the Participant materials prior to termination may continue to use them for their personal use to apply the concepts learned from a FrankUnCovey Solution. F. Third Party Restrictions.The facilitator videos,FranklinCovey InSights and FrankRnCovey 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 CreadveJukers,FrankpnCovey$tyle Guide,Managing Essentials,leadership Essentials, and leadership Foundations Handbook,may be purchased separately,upon request. G. Copyright. Client acknowledges that FranklinCovey or its licensors exclusively own all proprietary rights and copyrights to the FranklinCovey Solutions Including,but not limited to,the Materials and any documentation,Images,animation,sound,music,and text to the FranklinCovey Solutions. Any unauthorized use,reuse,copying,reproduction,recording,transmittal,modification or revisions of the FrankfinCovey Solutions,is expressly prohibited and will constitute a breach of this Agreement and/or federal copyright law. H. Indemnification. Client and Its Affiliates shall defend, Indemnify, and hold harmless FranklinCovey, its Affiliates, directors, officers, shareholders, employees,successors,licensors,and assigns('FranklinCovey Parties')from any and all costs,fees,expenses,damages and payments resulting from all claims,suits and actions against any FranklinCovey Party resulting from the misuse of FranklinCovWs intellectual property or a breach of this Agreement. 1. Insurance. FranklinCovey will maintain commercial general liability and professional liability Insurance in the amount of$1,000,OOD per policy,during the term of this Agreement.FranklinCovey agrees to provide Client with a certificate of such Insurance upon request.FrankllnCovey shall provide thirty(30) days'written notice In the event of a change or cancellation of Its poky coverage. J. Umltatlon of Liability: FranklinCovey does not make any warranty,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 maybe 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 alley consequential,Incidental or punitive damages arising from this Agreement or the FranklinCovey Solutions provided hereunder.FranklinCovey's aggregate Iiablhtyto Client in relation to any claims arising under this Agreement shall not exceed the total amount paid to FranklinCovey under this Agreement. K. Entire Agreement: This Agreement and the Client's Addendum represents the entire understanding between the parties and supersedes all prior agreements,whether written or oral,relating to the subject matterhereof.In the event any terns 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. L. Affirmative Action/Equal Opportunity Employer: FranklinCovey complies with the EEO clause a(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 i6D-1.7(a);48 CFR Section 52.222-54(e);and 29 CFR Part 471,Appendix A to Subpart A with respect to affirmative action program and posting requirermsilts. Page 3 of 4 05-2019 FranklinCovey Client Sales,Inc. FranklinCovey. 2200 West Parkway Boulevard A� Salt Lake City,Utah 84119 FRANKLIN COVEY ALL ACCESS PASS® LICENSE AGREEMENT This License Agreement(the"Agreement")is entered into between FranklinCovey Client Sales,Inc.,and the following organization("Client")and allows certain Client employees("Passholders")access to the FranklinCovey Solutions(described below)maintained on FranklinCovey's All Access Pass-platform located in the United States(the"Portal"). Client Organization: City of Fort Worth,TX Contact Person: Cristi Lemon Address: 200 Texas St Fort Worth,Texas 76102-6314 Telephone: 8173922415 Email: cristi.lemon@fortworthtexas.gov License Information AdobeLicense License et Number t - Fee Per Pass Type Term(Years) of Pass- Connect Additional Start Date End Date Price 1 holders Licenses Passholder All Access Pass 8/23/2019 8/22/2020 3.00 215 1 $33,808.75* $294.00 All Access Pass 8/23/2020 8/22/2021 3.00 215** 0 $33,808.75* $294.00 All Access Pass 8/23/2021 8/22/2022 3.00 215** 0 $33,808.75* $294.00 *Reflects a 15%discount for a 3 Year commitment.FranklinCovey will invoice at the beginning of each contract year. **Client may increase the number of Passholders at the beginning of each contract year. FranklinCovey Solutions Building Business AcumenT"' Presentation Advantage@ Find Out WHY:The Key to Successful Innovation' Project Management Essentials@ FranklinCovey Excelerators@ Speed of Trust@ Foundations FranklinCovey Insights' The 4 Essential Roles of LeadershipT' Jhanal:Bite-Sized Learning for Leaders The 5 Choices to Extraordinary Productivity@ Leaders @ Changer' The 6 Critical Practices for Leading a TeamT'" Leadership FoundationsT"' The 7 Habits for Managers@ Leadership Modules' The 7 Habits of Highly Effective People@ Foundations Leadership:Great Leaders,Great Teams,Great Results@ The 7 Habits of Highly Effective People@ Signature Program Leading at the Speed of Trust@ The 7 Habits@ Leader Implementation Managing MillennialsT"' Unconscious Bias:Understanding Bias to Unleash PotentialT" Meeting Advantage Writing Advantage@ Millennials @ Work' Additional Services/Products Included in this Order Standard Stanclard Pass- Pass- Extended Products/Services ) QtyPrice _.Qty Price Participant Kits(To be purchased during 430 $35.00 430 $15,050.00 year 1) _ Estimated Shipping&Handling 1 $1,100.00 Total Investment:$117,576.25 Total Investment Year 1:$49.958.75 Page 1 of 4 05-2019 Optional Passholder-Only Products/Services Item Pnce/Kit Pre-Packaged Participant Kit $35 Pre-Packaged Facilitator Kit $100 Client may contact FranklinCovey via email to purchase additional licenses or optional products and/or services. nor 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. Client agrees to abide by the Terms and Conditions stated below. FranklinCovey Client Sales, Inc. City of Fort Worth,TX Signature: Signature: By: Cherry Clark By: Fernando Costa Title: Client Service Coordinator Title: Assistant City Manager Effective Date: All r.' (9 Page 2 of 4 05-2019 TERMS AND CONDITIONS A. Grant of Rights. FranklinCovey grants Client,including its Affiliates (meaning an entity that controls,is controlled by,or is under common control with the Client where"control"means ownership of 50%or greater of the equity of that entity or the ability to direct the management of that entity),a limited, non-exclusive,non-transferable,revocable license for the Passholders,for whom fees have been paid,to(a)print or download onto computers or tablets 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 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.Client acknowledges and agrees that it will take commercially practicable means as technologically feasible to prevent the Materials from being used or accessed except as provided herein.The rights granted in this Agreement are restricted for use within the United States and Canada. 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. Returning Participant Materials. FranklinCovey will extend a refund for unused pre-packaged participant materials returned within thirty(30) days of purchase or the date of the event.For clarity,customized products and digital products that are not a component of the pre-packaged materials are not eligible for refund.All materials carry an unconditional guarantee against any manufacturing defect for one(1)full year. D. Fees and Payment Terms:Client agrees to pay FranklinCovey the non-refundable non-prorateable fees described above within 30 days of the receipt of an invoice.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 if firm during the Initial Term. Thereafter it is subject to an annual price increase. E. Term,Termination,and Events of Termination.The term of this Agreement is set forth above("Initial Term")and is non-cancelable except for an uncured material breach of this Agreement. Client may renew the Agreement by written amendment. Each renewal term is non-cancelable except for an uncured material breach of the Agreement. Upon termination of each license term, 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 are blended with Client content. Notwithstanding the foregoing,Passholders who received the Participant materials prior to termination may continue to use them for their personal use to apply the concepts learned from a FranklinCovey Solution. F. Third Party Restrictions.The facilitator videos, 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 Juicers,FranklinCovey Style Guide,Managing Essentials,Leadership Essentials, and Leadership Foundations Handbook,may be purchased separately,upon request. G. Copyright. Client acknowledges that FranklinCovey or its licensors exclusively own all proprietary rights and copyrights to the FranklinCovey Solutions including, but not limited to, the Materials and any documentation, images, animation, sound, music, and text to the FranklinCovey Solutions. Any unauthorized use, reuse,copying, reproduction, recording,transmittal, modification or revisions of the FranklinCovey Solutions, is expressly prohibited and will constitute a breach of this Agreement and/or federal copyright law. H. Indemnification. Client and its Affiliates shall defend, indemnify, and hold harmless FranklinCovey, its Affiliates, directors, officers, shareholders, employees,successors, licensors,and assigns("FranklinCovey Parties")from any and all costs,fees,expenses,damages and payments resulting from all claims,suits and actions against any FranklinCovey Party resulting from the misuse of FranklinCovey's intellectual property or a breach of this Agreement. 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 any warranty,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. Entire Agreement: This Agreement and the Client's Addendum 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. L. 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 A with respect to affirmative action program and posting requirements. Page 3 of 4 05-2019 Exhibit A GUIDELINES FOR ALL ACCESS 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 propert , 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 combinatio with other FranklinCovey content included in your pass,or your own content for the Passholder population only identified in your A 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 band 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 05-2019 FrankfinCovey. THE ULTIMATE CO"PETITIVE AOVANTAGE Prepared for City of Fort Worth, TX Prepared by Suzanne Mulet Prepared on July 1'9, 2019 Client Partner Valid through August 21, 2019 (801) 817-5041 suzanne.mulet@franklincovey.com Fwttlk�Covfy ^ A L L ACCE S S Solve your business challenges with the flexibility of the FranklinCovey All Access Pass What is the All Access Passim? Over the past several years,we've met with dozens of CLOs and thousands of clients to learn more about their needs. First, we found key objectives tend to fall into one or more of three buckets. They're either trying to drive strategic initiatives—like improving sales, reducing costs, reducing turnover,focused on leadership development—at one or multiple levels of the organization, or trying to develop skills and capabilities inside the organization. Second,we found they had several challenges in common: • In most organizations, there are multiple stakeholders with different needs that are constantly changing. • Learning leaders are trying to find targeted solutions that exactly meet these needs. • Learning and development resources are limited. • Organizations are seeing a shift from classroom time to more blended learning approaches to meet the variety of needs. • And,there's more scrutiny than ever on achieving results. We designed the All Access Pass to help you achieve your strategic initiatives, develop your leaders, and build skills and capabilities across your organization in a completely nimble and flexible way that helps you overcome those challenges—all at the very best value. With access to FranklinCovey courses, assessments, videos, tools, and digital assets, you can now use our content in a wide variety of ways and across multiple delivery modalities to best meet your needs. The All Access Pass includes: The 4 Essential Roles of Leadership' Leadership Foundations' The 5 Choices to Extraordinary Productivity® Leadership Modules- The 6 Critical Practices of Leading a Team' Leadership: Great Leaders, Great Teams,Great Results® The 7 Habits for Managers® Leading at the Speed of Trust® The 7 Habits of Highly Effective People®Foundations Managing Millennials- The 7 Habits of Highly Effective People®Signature Program Meeting Advantage' The 7 Habits®Leader Implementation Millennials @ Work- Building Business Acumen' Presentation Advantage® Find Out WHY:The Key to Successful Innovation- Project Management Essentials® FranklinCovey Excelerators® Speed of Trust®Foundations FranklinCovey Insights- Unconscious Bias: Understanding Bias to Unleash PotentialTm Jhana®: Bite-Sized Learning for Leaders Writing Advantage® Leaders @ Change' tFranklinCovey Co.All Rights Reserved Quote Q-00122324 1 THE ULTIMATE COMPETITIVE ADVANTAGE Investment Summary SolutionTerm Discount* Investment All Access Pass- Year 1 1 $185.00 $(5,966.25) $33,808.75 Audience Size - 215 Start Date- 8/23/2019 Renewal Date- 812312020 All Access Pass- Year 2** 1 $185.00 $(5,966.25) $33,808.75 Audience Size - 215 Start Date- 8/23/2020 Renewal Date- 812312021 All Access Pass- Year 3** 1 $185.00 $(5,966.25) $33,808.75 Audience Size - 215 Start Date - 812312021 Renewal Date - 8/23/2022 All Access Pass Participant Kits 430 $35.00 $15,015.00 $15,050.00 (Content TBD) Estimated Shipping & Handling 1 $1,100.00 $0.00 $1,100.00 Total Price $120,460.00 Total Pass Discount(per year) $(5,966.25) Total Proposed Investment Year 1 $49,985.75 Pricing does not include shipping, handling, applicable taxes, or consultant travel expenses. *Reflects 15% 3 Year Commitment All Access Pass discount. Invpicing for renewal years 2 and 3 will occur yearly. Kit purchases for Years 2 and 3 will honor pricing from year 1 **Client has the option to increase pass size from year to year ©FranklinCovey Co.All Rights Reserved Quote Q-00122324 2