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Home My WebLink AboutContract 44948 (2)BRIDGE Delivering Innovative Education & Care You Deserve Services and License Agreement CITY SEC Ci $ ,,, " ,CT THIS SERVICES AND LICENSE AGREEMENT (the "Agreement") is made on September 1, 2013 ("Contract Effective Date'), between BridgeFront, a Washington LLC having its principal offices at 13115 NE 4th Street. Vancouver, WA 98684 ("BridgeFront'), and City of Fort Worth, having Its principal offices at 1000 Throckmorton Street, Fort Worth, TX 76102 ("Client"). BridgeFront agrees to provide to Client access to BridgeFront's hosted Online Education Center OECTM and BridgeFront course catalog based on the Terms and Conditions attached hereto, The course catalog contains courses organized into topical libraries Client can license whole libraries or choose Individual courses to establish its own curnculum(s). Student, Administrator and Support Fees Product Description Pricing Setup Fee Setup students in BridgeFront OEC Train administrator. Waived Course(s) Access Access to the HIPAA course library. • Unlimited courses for up to 30 users • Additional users: $16.45 / user / year Course Customization & Builder Tool: $595.00 / Year Initial to Accept This Option: (Fee includes license to customize any BridgeFront course, plus build and host up to 3 courses on the BridgeFront platform Additional courses can be built for an annual fee of 599/course/year $493.50/ Year Term of Agreement — Three (3) years from the Contract Effective Date. This Agreement may be renewed for additional one year terms on mutual written agreement of the parties. . On each anniversary date. (a) Client may select additional or different courses or libraries and (b) the number of students will be verified. During the initial term, the number of students will not fall below 90% of the number set on the Effective Date. Payment Terms The subscription fees for the minimum users specified above will be due and payable within 30 days from the date o f the later countersignature below. Future annual payments are due and payable in full on the Contract Effective Date anniversary. Additional fees will be invoiced as new students or courses exceeding the cap are added or u pgraded during the subscription year payments are due 30 days after invoice date Remit payments to the following address: BridgeFront. 7327 SW Barnes Road - #208, Portland. OR 97225. RECEIVED OCT 4 2013 Services and license Agreement ConfrdenUat P Rev 37/09) 4400 NE 77th Ave, Suite 275Vancouver, WA 98662. 866-447-2211 • www.bndgefront.corn BRIDGE Delrvenng innovator(' Educatron .t Care rou Oeserne Administrator Contact Administrator Name: Mona Braniff Administrator Title: Sr. Human Resources Analyst Administrator Email: Mona.Braniffa(?fortworthtexas.gov Administrator Phone, 817-392-7781 Administrator Fax: 817-392-2624 Terms of Agreement Client by its signature acknowledges that it has read this Agreement and understands its terms. This cover sheet and the Term and Conditions attached, plus any exhibits or attachments listed below. constitute the entire , agreement between Client and BridgeFront The clauses set forth below are intended as additions or exceptions to BridgeFront's standard Terms and Conditions, so that this cover sheet will control in the event of any conflict. Exceptions BndgeFront and Client agree that the following modifications and Exceptions to the Terms and Conditions shall apply, notwithstanding anything in the Terms and Conditions to the contrary. S ection 4.4 is removed • S ection 7.1 is replaced with the following: Bndgefront will defend indemnify and hold Client. its officers, directors. e mployees, consultants and agents harmless from any loss, liability, damage, cost, or expense (including reasonable counsel fees and litigation costs). arising out of any claims or suits that may be made or brought by reason of any infringement or alleged infringement of any patent, trademark, copyright or trade secret right resulting from the BridgeFront Services. Client will, to the extent allowed under Texas law, defend. indemnify and hold Bridgefront, its officers, directors, e mployees consultants and agents harmless from any loss, liability, damage, cost, or expense (including reasonable counsel fees and litigation costs), arising out of any claims or suits that may be made or brought by reason of any infringement or alleged infringement of any patent, trademark, copyright or trade secret right resulting from the Client Content provided however that nothing in this provision shall be construed or interpreted so as to require Client to levy or assess any tax or establish a sinking fund, S ection 10.1 is replaced with the following: Non -disclosure. Except as otherwise provided in this Agreement, both parties expressly undertake to retain in confidence all Confidential Information and to make no use of sucn information except for the purposes of this Agreement Either party may disclose Confidential Information as required by governmental or judicial order or as otherwise required by law, including but not limited to. the Texas Public Information Act, Texas Government Code Chapter 552. provided such party gives the other party prompt n otice of such order and complies with any confidentiality or protective order imposed on such disclosure. S ection 11.1 is removed S ection 11.8: The Agreement will be governed by the laws of Texas. Agreement contents by order of precedence: 1) Cover sheet with signature and exceptions; 2) Terms and Conditions. IN WITNESS WHEREOF. and intending to be legally bound hereby, each party hereto warrants and represents that this Agreement has been duly authorized by all necessary corporate action and that this Agreement has been duly executed by and constitutes a valid and binding agreement of that party All signed copies of this Agreement will be deemed originals. Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall have the same legal effect as an original signature. Services and License Agreement page 2 of 6 cRev 07i09) 4400 NE 77th Ave, Suite 275 Vancouver, WA 98662. 866-447.2211 • www.bridgefront.com BWDG[ ii !.. � 31C l�iiU�I.�iiYL' ��i:C.•��i <i �You 'o5i:'r`o Client By: <NVUI'n-- CA4(AA7) Name: Sus n Alanis Tale: Assistant City Manager Date: , b I A" (.2'1 1 • • 'OVED AS TO EGAUfl': SITY ATTORNEY Nio c e-W`o Ka Ati ooyeitary BridgeFront By: Name: Title: Date: g 6?-4k ce) Av, /is Services aryl Llci?fls& Agreement page 3 Q! t,Rev. 07109) 4400 NE 77th Ave, Suite 275 Vancouver, WA 98662. 866-447-2211 • www.bridgefront.com BRIDGF :eIiie+ Co innoaetivc E 8 ;. to YGu Dr • TERMS AND CONDITIONS Definitions 1 1 'Confidential Information" means Personal Information. financial and tax information, and such other information that is confidential or proprietary business information of either party delivered or disclosed pursuant to this Agreement. 1 2 BridgeFront Content" means the individual courses and libraries of courses provided by BridgeFront and subscribed to by Client pursuant to the terms of this Agreement. 1 3 'BridgeFront MyLMS" means the online Web platform that allows Students and Administrators to access the Services offered pursuant to the terms of this Agreement 1 4 `Client Content' means any content or other material that Client submits to the BridgeFront MyLMS using the Content Tools 1 5 -Content Tools' means the Course Editor Course Builder and Competency Management toots that allow Client to annotate or modify existing courses create new courses or establish lists of (or linkages between) courses to establish minimum competency standards for its Students. 1.6 "Personal Information" means information submitted by S tudents for personal identification, Personal Information may include the name and contact information for Students 1.7 Services" means the BridgeFront MyLMS platform. BridgeFront Content, Content Tools and the Student Services Administrator Services, Support Services and Training & Implementation Services as described in Section 2, together with any other services provided by BridgeFront to Client 1 8 -Students' means authorized users of the Student Services that may require user registration and authentication in compliance with terms of the Services 1 9 User Data" means the Personal Information and other data submitted and generated by Students under this Agreement. S ser Data will also include the educational transcript of Students relating to the Services. 2. Services. 2.1 Student Services. BridgeFront will establish and maintain unique Client access to the BridgeFront MyLMS platform on the World Wide Web so that Students may (a) register: WI select. enroll in and take BridgeFront Courses, tc) take BridgeFront Course exams and have exams graded and scored, and (d) access their own User Data. 2 2 Administrator Services BridgeFront will provide access to management services that allow specified Client personnel to track S tudent actions, document the completion of courses by Students and to annotate or modify BridgeFront Content and add Client Content cif the applicable Content Tools are selected) 2.3 Support Services. BridgeFront will provide access to BedgeFront's support personnel via e-mail and telephone to obtain answers to questions regarding the routine provision of Student S ervices and Administrator Services Support Services will be available to the Client through one local system administrator for each location utilizing the Services from 8.00 AM to 5:00 PM Pacific Time, Monday through Friday except for normal holidays 2 4 Error Correction Services If Client or a Student suspects that an error is affecting any of the Student Services or Administrator S ervices Client will notify BridgeFront of the suspected error BridgeFront will acknowledge such report within four (4) business Services and License Agreement Rev 07r09) hours and initiate work to confirm such suspected error. If the error is confirmed by BridgeFront and is within BridgeFront s reasonable control. BridgeFront will use commercially reasonable efforts to correct it as part of the Support Services. 2.5 Implementation & Trainina Services. BridgeFront will provide administrator training through an online training tutorial to be scheduled at Client's convenience. Once BridgeFront receives a contract and performs implementation, BridgeFront will send an email to the Client's designated Administrator with Administrator and Student utilization instructions 2 6 Computer Hardware and Promotions BridgeFront will not provide any computer hardware nor oe responsible for maintenance of computer hardware used to receive the Services, regardless of whether BridgeFront provides a rebate or discount towards such computer hardware in a promotion. The same is true of any other promotional rebates or discounts BridgeFront provides towards any products or services other than the Services specifically outlined in this Agreement. 3. Permitted Use. 3.1 Use by Client. Client may use BridgeFront MyLMS to access the BridgeFront Content, Content Tools and Services for which Client has paid the applicable fees for Client's own internal purposes, 3 2 Use b_eStudents Students may use BridgeFront MyLMS to access the BridgeFront Content for their own educational and professional advancement purposes 3 3 Prohibited Uses Except as expressly permitted in this Agreement. none of the BridgeFront Content may be copied reproduced. distributed. republished. downloaded, displayed. posted o r transmitted. in any form or by any means including without imitation, electronic, mechanical, or by photocopying or recording, without the prior written permission of BridgeFront. Client and Students may not de -compile, reverse engineer. modify, copy, distribute. transmit, display, perform. reproduce, publish, license create derivative works from, transfer or sell any information. software. products or services obtained from BridgeFront MyLMS In no event may Client or any Student. directly or indirectly, sell or sublicense any portion of the BridgeFront Content or upload. distribute or otherwise publish any portion of the BridgeFront Courseware in any other form or medium 3 4 Client Content Clients and Students will not knowingly u pload to, distribute or otherwise publish through BridgeFront MyLMS any content that violates or infringes the rights of any persons, including but not limited to copyrights, patents. trademarks. trade secrets privacy or publicity rights 4. Fees. 4 1 Usaae Fees Fees far the initial term are shown on the cover sheet of this Agreement Additional fees will be due if the n umber of Students exceeds the number on the cover sheet or if additional BridgeFront Content is subscribed to by Client Licenses are not transferrable unless less than 20% of the content has been accessed. 4 2 Pement License fees are due and payable upon receipt of invoice as set forth on the cover sheet Fees for subsequent years are due and payable on the Effective Date anniversary Any other invoices. such as for additional Student fees, will be due within 30 days of the invoice date. Fees not paid on time will be subject to a late fee of 15% per month page q ut 6 4400 NE 77th Ave, Suite 275 Vancouver, WA 98662. 866-447-2211 • www.bndgefront.com 4 3 Billing Unless notified otherwise. BndgeFront will send payment information to Clients administrator at Client's principal offices listed on the cover page. 4 4 Taxes. Client will be responsible for any taxes, other than BridgeFront income tax, applicable to or in connection with the Services rendered by BridgeFront under this Agreement. 5. Intellectual Property. 5.1 Ownership BridgeFront or its licensors retain all right, title and interest to the BridgeFront Content and BridgeFront MyLtv1S platform Client retains all right, title and interest to the Client Content except as expressly set forth in Section 5 2 5.2 Use of Client Content, Client grants BridgeFront a non- exclusive. royalty -free license to copy, modify and use the Client Content as needed to host the Client Content on the BridgeFront MyLMS platform and display it as part of the BridgeFront Content. All Client Content provided as part of the Course Editor or Course Builder will be deleted by BridgeFront upon termination of this Agreement 5.3 Trademarks. The trademarks. service marks, and logos (collectively. the 'BridgeFront Trademarks") used and displayed on the BridgeFront Content are registered and unregistered trademarks of BndgeFront, its licensors and others Nothing in this Agreement. the BridgeFront MyLMS platform, or on any BridgeFront web site should be construed as granting, by implication, estoppel or otherwise. any license or right to use any BridgeFront Trademark without the written permission of the trademark owner Client and BridgeFront will refrain from using the other s name or logo as a link to any web site unless establishment of such a link is approved in advance and in writing by the owner of the name or logo. 6. Representations and Warranties. 6.1 Mutual Representation. Each party represents that it has the power to enter into this Agreement and to provide the content that it provides to the other party 6 2 Disclaimer of Warranties. THE WARRANTIES CONTAINED IN THIS SECTION 6 REPRESENT THE ENTIRE WARRANTY OF BRIDGEFRONT WITH RESPECT TO THIS AGREEMENT AND THE SERVICES TO BE PROVIDED BY BRIDGEFRONT. AND ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS. STATUTORY OR IMPLIED. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 6. ALL BRIDGEFRONT SERVICES ARE PROVIDED 'AS IS" WITHOUT WARRANTIES OF ANY KIND. BRIDGEFRONT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF. MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Indemnification. 7 1 Mutual Indemnity. Each party will defend, indemnify and hold the other party. its officers, directors, employees, consultants and agents harmless from any loss. liability. damage. cost. or expense (including reasonable counsel fees and litigation costs), arising out of any claims or suits that may be made or brought by reason of any infringement or alleged infringement of any patent, trademark, copyright or trade secret right resulting from the BridgeFront Services (where BridgeFront is the indemnifying party) or the Client Content (where Client is the indemnifying party) 7 2 Procedure. The party seeking to be indemnified will give the indemnifying party (i) written notice of any claim as soon as possible after its first knowledge thereof, (ii) sole control of the defense of any legal action, and (iii) such assistance, at the indemnifying party's expense, as may reasonably be requested to defend or settle such claim The indemnifying party will not settle any claim without the other parry's express written consent unless such settlement completely releases the other party. The Services ana License Agreement tRev NiO9) indemnified party's material failure to comply with this Section or any delay in notice to the indemnifying party that materially prejudices its ability to defend a legal action will relieve the indemnifying party of its obligations under this Section 7, 8. Limitation of Liability. IN NO EVENT WILL EITHER PARTY. ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS EMPLOYEES. AGENTS REPRESENTATIVES OR S UPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL. S PECIAL, CONSEQUENTIAL. PUNITIVE OR SIMILAR DAMAGES RESULTING FROM USE OF THE BRIDGEFRONT SERVICES INCLUDING, BUT NOT LIMITED TO ANY DAMAGES FOR LOSS O F PROFITS. USE. DATA OR OTHER INTANGIBLES. EVEN IF A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN NO EVENT WILL THE AGGREGATE AMOUNT PAYABLE TO CLIENT FOR ANY DAMAGES ARISING FROM THE BRIDGEFRONT SERVICES OR THIS AGREEMENT (INCLUDING. WITHOUT LIMITATION, ANY WARRANTIES) EXCEED THE AMOUNTS PAID BY CLIENT TO BRIDGEFRONT UNDER THIS AGREEMENT PROVIDED, HOWEVER THAT THE FOREGOING LIMITATION SHALL IN NO WAY LIMIT, ALTER OR REDUCE BRIDGEFRONVS OBLIGATION TO INDEMNIFY CLIENT IN ACCORDANCE WITH SECTION 7. 9. Termination. 9 1 Termination for Cause. This Agreement may be terminated by either party if the other party hereto has materially breached this Agreement: provided, however, that no such termination will be effective unless ti) the terminating party provides the written notice ('Termination Notice") via overnight courier to the other party setting forth the facts and circumstances constituting the breach, and (ii) the party alleged to be in default does not cure such default within ten business days following receipt of the Termination Notice in the event that the nature of the default specified in the Termination Notice cannot be reasonably cured within ten business days following receipt of the Termination Notice. a party will not be deemed to be in default if such party will, within such ten business day period, present a schedule to cure the default, commences curing such default and thereafter diligently executes the same to completion within 90 days If the breach specified in the Termination Notice is timely cured or cure is commenced and diligently pursued as provided above, the Termination Notice will be deemed rescinded and this Agreement will continue in full force and effect Notwithstanding the foregoing, all Termination Notices for non- payment must be cured within 30 days of receipt. If the default specified in the Termination Notice is not capable of cure, a party will be deemed to be in default and termination will occur upon receipt of the Termination Notice, 9.2 Termination for Convenience. Client may terminate this Agreement for convenience upon 30 days' written notice Upon such termination, no refunds of pre -paid amounts will be made and, if the termination occurs prior to the final annual subscription fee payment in the current term, an early termination fee equal to 25% of the remaining annual subscription fees in the current term will be charged. 9 3 Post Termination Payments In the event of termination of this Agreement by BridgeFront due to a default by Client, all fees previously due or owing by Client and Students as of the date of termination mil be immediately due and payable in full. In the event of termination of this Agreement by Client due to a default by BridgeFront. BridgeFront will reimburse Client for any amounts paid by Client for Services not provided prior to termination This is in addition to any other remedies available to the parties at law 9 4 Survivai In the event of termination of this Agreement, the cover sheet and Sections 4, 6.2, 7, 8. 10 and 11 will survive in accordance with their terms. page 5cf6 4400 NE 77th Ave, Suite 275 Vancouver, WA 98662. 866-447-2211 • www.bridgefront.com 10, Non -disclosure and Security 10 1 Non -disclosure Except as otherwise provided in this Agreement both parties expressly undertake to retain in confidence all Confidential Information and to make no use of such information except for the purposes of this Agreement Either party may disclose Confidential Information as required by governmental or judicial u rder provided such party gives the other party prompt notice of such order and complies with any confidentiality or protective order imposed on such disclosure 10 2 Disclosure for Reporting,. In the regular course of performing the Services. BridgeFront may distribute certain User Data to licensing organizations for the benefit of Students The release of such information is consistent with the current practice u sed by Students themselves when reporting educational activity for credit toward professional ticensure BridgeFront will release only the minimum information required by these organizations to adequately credit Students for educational activities comptated. 10.3 Aggregated Data Client grants BridgeFront an u nrestricted, royalty -free. irrevocable license to maintain and distribute aggregated compilations of User Data ("Aggregated Data"1 such that Personal Information and the identity of Client are not included. Aggregated Data will be used for measurement of performance norms for all BridgeFront clients and will likewise include performance information generated by other BridgeFront clients The process of collecting and generating Aggregated Data assists BridgeFront clients to maximize the effectiveness of the Services for their employees BridgeFront will adhere to all Department of Health and Human Services or United States governmental regulations regarding privacy of User Data The right to maintain and distribute Aggregated Data will survive this Agreement. BridgeFront will provide Client with Aggregated Data u pon request 10 1 Security. BridgeFront has industry standard security procedures and plans in place to protect We Personal Information and User Data from unauthorized access. BridgeFront will disclose to Client such security procedures and plans upon request and will, u nless prohibited by law or restricted by request of law enforcement, prornptly inform Client of any material security breaches with respect to the Personal Information or User Data of Client's Students, 11, Miscellaneous 11 1 Attorneys' Fees. In the event of breach by either party of any provision contained in this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs incurred in enforcement of the provisions of this Agreement against the defaulting or breaching party 11 2 Headings. Captions and headings to sections are included solely for convenience and are not intended to affect the interpretation of any provision of this Agreement. 11.3 Amendments, Waivers No amendment. modification or waiver of any provision of this Agreement will be effective unless it is set forth in a writing that refers to this Agreement and is executed by an authorized representative of each party hereto. No failure or delay by any party in exercising any right, power or remedy will operate as a waiver of any such right, power or remedy. 11,4 No Third Party Beneficiaries. This Agreement is not intended and will not be construed to create any rights for any third party Services anti License Agreement :Rev 07109) 11 5 Force Maieure Neither patty will be liable nor deemed to be in default of its obligations hereunaer for any aelay or failure in performance under this Agreement or other interruption of service resulting, directly or indirectly, from acts of God, civil or military authority, any acts of war or civil unrest including, but not iimited to terrorist attacks. intergalactic confrontations accidents, natural disasters or catastrophes. strikes, or other work stoppages or any other cause beyond the reasonable control of the party affected thereby 11.6 Independent Contractors. Each party to this Agreement is an independent contractor and this Agreement will not be construed as creating a joint venture. partnership, agency or employment relationship between the parties hereto nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other 117 Severability If any provision of this Agreement :s finally held by a court or arbitration panel of competent jurisdiction to be unlawful the remaining provisions of this Agreement will remain in full force and effect to the extent that the parties' intent can Pe lawfully enforced. Without limiting the generality of the foregoing. it is expressly agreed that the terms of any Client purchase order will be subject to the terms of this Agreement and that any acceptance of a purchase order by BridgeFront will be for acknowledgment purposes only and none of the terms set forth in the purchase order will be binding upon BridgeFront. 11 8 Governrnd Law, This Agreement will be governed by the laws of Washington, without regard to conflict of laws rules 11 9 Publicity. BridgeFront may identify Client as its customer and use Client's name In suitable advertising, press releases and sales presentations Otherwise BridgeFront and Client wail not make any public use of the name service marks. trademarks or logos of the other party without the other party's written consent 11 10 Notices. Any notice under this Agreement will be in writing and delivered by personal delivery. express courier confirmed facsimile, or certified or registered mail. return receipt requested, and will be deemed given upon personal delivery, one day after deposit with express courier, upon confirmation of receipt of facsimile, or five days after deposit in the mad. Notices will be sent to a party at its contact address set forth in this Agreement or such other address as that party may specify in writing pursuant to this Section, 11 11 Assignment Neither party may assign this Agreement in whole or in part. without the other party's written consent. except that no consent will be required for an assignment fi) as part of a merger, reorganization or a sale of all or substantially all of such party s assets or tit) to a parent or wnolly owned subsidiary The assigning party in any authorized assignment without consent will provide reasonable notice to the other party. This Agreement will inure to the benefit of and be binding on any respective successors and permitted assigns of the parties 1 f 12 Entire Aareement This Agreement, together with any exhibits or attachments identified on the cover sheet, contains the full and complete expression of the rights and obligations of the parties If any provision of this Agreement conflicts with any exhibit or attachment to this Agreement. this Agreement will control. This Agreement supersedes all other previous or contemporaneous agreements. written or oral, made by the parties concerning the subject matter hereof page 6 or 6 4400 NE 77th Ave, Suite 275 Vancouver, WA 98662. 866-447-2211 • www,bridgefront.com