HomeMy WebLinkAboutContract 58619CSC No. 58619
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Skillsoft (US)
LLC. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — Texas Department of Information Resources DIR-CPO-5044 Pricing Index;
3. Exhibit B — DIR-CPO-5044 Cooperative Agreement; and
4. Exhibit C — Conflict of Interest Questionnaire.
5. Exhibit D — Seller's Quote, Scope of Services or Purchase Order;
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto.
City shall pay Vendor in accordance with the pricing index in Exhibit A and D, and the provisions
of this Agreement. Total payment made annually under this Agreement by City shall not exceed One
Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or
services or bill for expenses incurred for City not specified by Exhibit A and this Agreement unless City
requests and approves in writing the additional costs for such items, services, and/or expenses. City shall
not be liable for any additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing.
The term of this Agreement shall be effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and ending on September 21, 2024, City shall be able to renew this
agreement for three (3) one-year options by written agreement of the parties.
Vendor agrees that City shall, 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 shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall 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:
OFFICIAL RECORD
Cooperative Purchase CITY SECRETARY Page 1 of 20
FT. WORTH, TX
To CITY: I To Skillsoft (US) LLC:
City of Fort Worth Skillsoft (US) LLC
Attn: Valerie Washington, Assistant City ATTN: Legal Department
Manager 300 Innovative Way, Suite 201
200 Texas Street Nashua, NH 03062
Fort Worth, TX 76102-6314 Facsimile: N/A
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office
at same address
IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual
property right arising from City's use of the Deliverable(s), or any part thereof, in accordance
with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay
shall not apply if City modifies or misuses the Deliverable(s) or combines with other products or
services. So long as Vendor bears the cost and expense of payment for claims or actions against
the City pursuant to this section, Vendor shall 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 shall have the right to fully participate, at its own cost, in any and
all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and
City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes
the responsibility for payment of costs and expenses for any claim or action brought against the
City for infringement arising under the Agreement, the City shall 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 shall fully participate and cooperate
with the 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, the City's assumption of payment of costs or expenses shall not
eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), 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 shall, at its own
expense and as City's sole remedy, either: (a) procure for City the right to continue to use the
Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such
modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c)
replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -
infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives
is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies available
Cooperative Purchase Page 2 of 20
to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
Data Breach. Vendor further agrees that it will monitor and test its data safeguards from
time to time, and to adjust its data safeguards from time to time in light of relevant circumstances
or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any
unauthorized access to any financial or personal identifiable information ("Personal Data") by
any unauthorized person or third party, or becomes aware of any other security breach relating
to Personal Data held or stored by Vendor under the Agreement or in connection with the
performance of any services performed under the Agreement or any Statement(s) of Work ("Data
Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at
Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor
shall fully and immediately comply with applicable laws, and shall take the appropriate steps to
remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors, employees and agents, harmless from and against any and all claims,
suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising
out of or relating to any third party claim arising from breach by Vendor of its obligations
contained in this Section, except to the extent resulting from the acts or omissions of City. All
Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will
remain the property of City. City hereby consents to the use, processing and/or disclosure of
Personal Data only for the purposes described herein and to the extent such use or processing is
necessary for Vendor to carry out its duties and responsibilities under the Agreement, any
applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to
third parties other than through its underlying network provider to perform its obligations under
the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless
and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or other
jurisdictions approved by City in writing and shall not be transferred to any other countries or
jurisdictions without the prior written consent of City.
No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than
$100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270
of the Texas Government Code, City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the 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.
Prohibition on Boycotting Ener2y 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
Cooperative Purchase Page 3 of 20
is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's
signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
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 Contractor's sig-nature provides written verification to the City that Contractor: (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.
Limitation of Liability. Neither party excludes or limits its liability to the other for death or
personal injury resulting from its negligence or any other liability which cannot be excluded or
limited by law. Neither party shall be liable for any consequential, collateral, special, incidental,
indirect, exemplary, or punitive damages, including, without limitation, loss of profits or revenue,
loss of use, damage, loss or destruction of data, costs of cover, or costs of delay, however caused
and based on any theory of liability, for any claims or causes of action arising out of or related to
this Agreement or its subject matter. These limitations will apply even if a party has been informed
of the possibility of such damages or any other liability which cannot be excluded or limited by
law. In no event shall either party's aggregate liability for any claims arising under the Agreement
(whether in contract, tort, or otherwise, and whether arising under this Agreement or arising out
of or resulting from Customer's use of any Skillsoft Product(s) exceed two (2x) times the License
Fees paid or payable under this Agreement. The limitations of liability set forth herein shall not
apply to claims of bodily injury; violation of intellectual property rights including but not limited
to patent, trademark, or copyright infringement; indemnification requirements under the
Contract; violation of State or Federal law including but not limited to disclosures of confidential
information and any penalty of any kind lawfully assessed as a result of such violation.
Cooperative Purchase Page 4 of 20
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
10
udu��Gn-�
Valerie Washington (Dec 19, 202212:05 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Dec 19, 2022
APPROVAL RECOMMENDED:
By:
Name:
Kevin Gunn
Title:
IT Solutions Director
ATTEST:
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B,l • Ja nnette S. Goodall (Dec 19.202213:26 CST)
a� nEXAgoa �
Name:
Jannette Goodall
Title:
City Secretary
VENDOR:
Skillsoft (USIL
LC
By: T I'V of ix
Name: Michael Manix
Title: Director, Revenue
Date: 12/8/2022
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
2JA/
Bobby Lee (Dec 9, 2022 09:06 CST)
Name: Bobby Lee
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 5 of 20
Exhibit A
Cooperative Agreement Pricing Index
AppendixC. Pricing Index
DI R-CPO-5044
Skil Isoft (US) Corporation
oil =
SERVICE/COURSE CATEGORY
SNEF
DIR Customer Discount %off List
Anneal Sjbscription
3.00%
Open Enrollment Public Classes - (ISC)2 (Global Knowledge f Skillsoft Delivered)
30.00%
30.00%
Open Enrollment Public Classes- 5G (Global Knowledge I Skillsoft Delivered)
Open Enrollment Public Classes- 5G (Partner Delivered)
10.00%
Open Enrollment Public Classes- Adobe (Global Knowledge l Skillsoft Delivered)
30.00%
Open Enrollment Public Classes- Adobe (Partner Delivered)
10.00%
Open Enrollment Public Classes - Agile and Scrum (Global Knowledge i S killsoft Delivered)
30.00%
Open Enrollment Public Classes - Agile and Scrum (Partner Delivered)
10.00%
Open Enrollment Public Classes - Analytias and Data Management (Global Knowledge 1 Skillsoft
DeliveredL
30.00%
Open Enrollment Public Classes- Analytics and Data Management (Partner Delivered)
10.00%
Open Enrollment Public Classes - Apple (Partner Delivered)
10.00%
Open Enrollment Public Classes - Application Development (Global Knowledge f Skillsoft Delivered)
30.00%
Open Enrollment Public Classes - Application Development (Partner Delivered)
10.00%
Open Enrollment Public Classes - Artificial Intelligence and Machine Learning (Global Knowledge f
Skillsoft Delivered
30.00%
Open Enrollment Public Classes- Artficial Intelligence and Machine Learning (Partner Delivered)
10.00%
Open Enrollment Public Classes - Avaya (Global Knowledge 1 Skillsoft Delivered)
30.00%
Open Enrollm ent Public Classes - AWS (Global Knowledge f Skillsoft Delivered)
30.00%
Open Enrollment Public Classes - Blended Live (Global Knowledge f Skillsoft Delivered)
30.00%
Open Enrollment Public Classes- Blended Live (Partner Delivered)
10.00%
Open Enrollment Public Classes- Blockchain (Partner Delivered)
10.00%
Open Enrollm ant Public Classes - Business Analysis (Global Knowledge) Skillsoft Delivered)
30.00%
Open Enrollment Public Classes- Business Analysis (Partner Delivered)
10.00%
Open Enrollment Public Classes - Business Stil s (Global Knowledge 1 Skillsoft Delivered)
30.00%
Open Enrollment Public Classes - Business Siil s (Partner Delivered)
10.00%
Open Enrollment Public Classes- Cisco (Globs Knowledge ; Skillsoft Delivered)
30.00%
Open Enro Iment Public :lasses - Cisco (Pa•tne• Del vered i
10.00%
Open Enro Iment Public --lasses - Citrx iGiobal Knowledge; Skillsoft De'iveredl
30-00%
Open Enro Iment Public --lasses - Citrx (Partner Delivered)
10 00%
Open Enro Iment Public --lasses- Cloud Computing (Global Know edge.; Ski lsoft Delvered)
M-00%
Open Enrollment Public Classes- Cloud Computing (Partner Delivered)
10.00%
Open Enrollment Public Classes- Collaboration and Unified Communications (Global Knowledge J
Sk Ilsoft De ivered
30.00%
Open Enrollment Public --lasses- Co labo•aton and Uri`iec Communications (Partner Delivered)
10-00%
Open Enrollment Public Classes- Co npT A (Globs Knowledge i Skillsoft Delivered)
20.00%
Open Enrollment Public Classes - Cybersecu rity (Global Knowledge f Skillsoft Delivered)
30.00%
Open Enrollment Public --lasses - Cyberse--u•i-y ;Partner De ivered
10-00%
Open Enrollment Public Classes- Dev--ps iG coal Knowledge; Skillsoft Deliverec.,
30-00%
Open Enrollment Public Classes- Dev--ps (Partner Delivered)
10-00%
Open Enrollment Public --lasses- Docker (G loba I Knowledge f Skillsoft Delivered)
30-00%
Open Enrollment Public Classe_ - -W-- ;Partner Deliverec`.
10.00%
Open Enrollment Public Classes - Erterprise Architecture 'QlDbal Knowledge f Skillsoft Delivered)
20.00%
Open Enrollment Public Classes- Google (G'abal Krowledge Ski (soft Delvered)
30-00%
Open Enrollment Public Classes- Google (Partner Delivered)
10-00%
DI R-CRO-5044 Appe nd ix C Pricing Index
Cooperative Purchase Page 6 of 20
Exhibit B
Cooperative agreement
Cooperative agreement URL
https:Hdir.texas.gov/contracts/dir-cpo-5044
Home I Explore DIR Contracts
Contract Number
Contract Term Date: 09/21/24 OO
DIR—CPO — 5044 Contract Expiration Date: 09/21/27 0
Vendor Information
Skillsoft (US) VENDOR CONTACT: DIR CONTACT:
Corporation Meghan Pajer Gl Brian Haught 2'
Phone: (603) 821-3689 Phone: (512) 475-4970
Vendor ID: 1020496115400
HUB Type: Non HUB '?
RFO: DIR-CPO-TMP-560
Contract Status: Active
Contract Overview
Technology Based Training. Including Instructor -Led Training for Technology
Cooperative Purchase Page 7 of 20
DIR Contract No, DIR-CPO-5044
SkiLlsoft (US) Carporadon-02049b1155
STATE OF TEXAS
DEPART-MENT OF E FORMATION RESOURCES
CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES
Skillsoft (US) Corporation
1 Introduction
1.1 Parties
This contract for Technology -Based Training, Including Instructor -Led Training for Technology
(this `'Contract") is entered into between the State of Texas. acting by and through the
Department of Infamaation Resources (hereinafter "DIR") with its principal place of business at
300 Vest 15'r Street, Suite 1300, Austin, Texas 7 8701, and Skillsoft (CIS) Corporation, a
Dela-xare Corporation (hereinafter "Successful Respondent"), with its principal place of business
at 300 Ir-novative Way, Suite 201, ICashua, 'N-H 03062.
1.2 Compliance mdth Procurement Lases
This Contract is the result of compliance with applicable procurement laws of the State of Texas-
DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business
Daily, Request for Offer (RFO) DIR-CPO-T\IP-560, on GD22:2021, for Technology -Based
Training, Including lnstructor-Led Training for Technalog- (the `-RFO")- Upon execution of all
Contracts, a notice of award for DIR-CPC)-T1IP-560 shall be posted by DIR on the Electronic
State Busiuesa Daily-
1.3 Order of Precedence
a) For transactions under this Contract, the order of precedence shall be as follows:
i- this Contract;
ii. Appendix A, Standard Terms and Conditions;
iii- Appendix B, Successful Respondent's Historically Underutilized Businesses
Subcontracting Plan;
iv. Appendix C, Pricing Index;
Appendix D, Service agreement;
vi. Exhibit 1- RFO DIR-CPO-Th]P-560- including all addenda.- and
vii. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-560,
including all Addenda.
b) Each of the foregoing documents is hereby- incorporated by reference and together
constitute the entire agreement between DIR and Successful Respondent governing
transactions.
DIR-CP0-T4IP-560 Page 1 of 10
{DIR re 0412022 )
Cooperative Purchase Page 8 of 20
DIR Contract No. DIR-C:PO-5044
SRMi aft (US) Corporation- 0,0496115
1.4 Definitions
Capitalized terms used but not defined herein have the meanings given to their in Appe_ nix -t_
Standard Terms and Conditions-
2 Term of Conti -act
The initial term of this Contract shall be uv _v ,,vo_ (2) years commencing on the date of the last
signature hereto (the `-Initial Term')- with t:n _ . (3) optional one -Fear renewals (each: a
"Renewal Term"). Prior to expiration of the :nitial Term and each Renewal Term: this Contract
will renew automatically under the same terms and conditions unless either part- provides
written notice to tl;e other party at least sixth- (60) days in advance of the rene-tval date stating that
the party tc d:,cu,s amendment or non-renewal-
3 Option to Extend
Successful Respondent agrees that DIR may require continued performance under this Contract
at the rates specified in this Contact following the expiration of the Initial Term or any Renewal
Term. This option may be exercised more than once, but the total extension of performance
1_e-eunder shall not exceed nine-rl (90) calendar days- Such extension cf --ervices shall be subject
t• =::e reouirements of this Cer tract. with the sole and limited exceptica :gat the term Shall be
pursuant to this prc-..�ion. DIR may exercise this option upon thirh- (30) calendar days
,.-A-men notice to Successfs: Respondent.
4 Product and aer-Oce Offerings
Products and services available under this Contract are limited to the technolog_ categories
defined in Request for Offer DIR-CPO-TNIP-560 for Technology --Based Training, Including
Instructor -Led Training for Technology. At DIR's sole discretion, Successful Respondent may
incorporate changes or make additions to its product and service offerings, provided that ani-
changes or additions must be vAthin the soope of the R170-
5 Pricin g
5.1 Pricin- Index
Pricing t--N Customers shall be as set forth in Appendix C, Pricing Index, and shall include the
DIR Administrative Fee (as defined below)-
5.2 Customer Discount
a) The minimum Customer discount for all products and services will be the percentage off
List Price (as defined below) or MSRP (as defined below), as applicable. as specified in
Appendix aC', Pricing Index. Successful Respondent shall not establish a List Price or
DM-CP0-T_MP-5d0
Para 2 of 11)
(7:F, rc�- 2022)
Cooperative Purchase Page 9 of 20
DIR Contract No. DIR-CPO-90 4
SkAw t (US.) C:orporation--0,0496115
MSRP for a particular solicitation_ For purposes of this Section, '1.1st Price" is the price
for a product or service published in Successful Respondent's price catalog (or similar
document) before any discounts or price allowances are applied. For purposes ofthis
Section; " MSRP," or manufacturer's suggested retail price, is the price list published by
the manufacturer or publisher of a product and available to and recognized by the trade_
b) Customers purchasing products or senYces under this Contract may negotiate additional
discounts -with Successful Respondent. Successful Respondent and Customer shall
provide the details of such additional discounts to DIR upon request_
c) If products or senices available under this Contract are provided at a to- -er price to: (i)
an eligible Customer -k ho is not purchasing those products or services under this
Contract, or (ii) to any. other customer Under the same terms and conditions provided for
the State for the same products and services under this contract, then the price of such
products and services under this Contract shall be adjusted to that lower price- This
requirement applies to products or services quoted by Successful Respondent for a
quantity of one (1). but does not apple to volume of special pricing purchases_ Successful
Respondent shall notify DIR within ten (10) days of providing a lower price: as described
in this Section, and this Contract shall be amended within ten (10) days to reflect such
lower price.
5.3 Changes to Prices
a) Subject to the requirements of this section, Successful Respondent may change the price
of any product or service upon changes to the List Price or 14ISRP, as applicable.
Discount levels shall not be subject to such changes; and u711 remain consistent -with the
discount levels specified in this Contract.
b) Successful Respondent may revise its pricing by publishing a fe-kysed pricing list, subject
to fe-view and approval b; DIR. If DIR, in its sole discretion, fords that the price of a
product or service has been inef eased unreasonably, DIR may request that Successful
Respondent reduce the pricing for the product or service to the level published before
such revision_ Tampon such request, Successful Respondent shall either reduce the pricing
as requested, or shall remove the product or service from the pricinE list for this Contract -
Failure to do so will constitute: an act of default by Successful Respondent.
S.4 Shipping and Handling
Prices to Customers shall include all shipping and handling fees. Shipments will be Free On
Board Customer's Destination- No additional fees may be charged to Customers for standard
shipping and handling_ If a Customer requests expedited or special delivery..Customer will be
responsible for any additional charges for expedited or special delivery.
5.5 Travel Expenses
Pricing for services provided under this Contract are exclusive of any travel expenses that may.
be incurred in the performance of such services. Travel expense reimbursement may include
DIET-CPO-Trip-564
Page3of10
[M rev 04 �2422}
Cooperative Purchase Page 10 of 20
DIRContraetNo. DIR-CPO-5044
5kiDsok (US) Corporation-0204%11c
personal vehicle mileage or commercial coach transportation, hotel accommodations: parking
and meals; provided, however-. the amount of reimbursement by Customers shall not exceed the
amounts authorized for state employee as adopted by each Customer; and provided: further, that
all reimbursement rates shall not exceed tlae maximum rates established for state employees
under the current State Travel Management Program. Travel time may not be included as part of
the amounts payable by Customer for any ser-vices provided under this Contract. The DIR
Administrative Fee is not applicable to travel expense reimbursement- Anticipated travel
expenses must be pre -approved in -writing by Customer. Customer rewn-es the right not to pay
travel expenses which are not pre -approved in writing by the Customer-
6 DIR Administrative Fee
a) Successful Respondent shall pay an administrative fee to DIR based on the dollar value
of all sales to Customers pursuant to this Contract (the "DIR Administrative Fee")- The
amount of the DIR Administrative Fee shall be seventh --five hundredths of a percent
(0.75%) of all sales, net of returns and credits. For example, the administrative fee for
sales totaling $100,000 shall be S750-
b) All prices quoted to Customers shall include the DIR administrative Fee- DIR reserves
the right to increase or decrease the DIR Administrative Fee durin- the term of this
Contract, uponuritten notice to Successful Respondent without amending this Contract.
Any increase or decrease in the DIR Administrative Fee shall be incorporated in the price
to Customers.
7 Internet -access to Contract and Pricing Information
In addition to the requirements listed in Appendix A. Section 7-2, Internet access to Contract
and Pricing Information, Successful Respondent shall include the following with its webpage:
a) A current price list or mechanism to obtain specific contract pricing:
b) MSRP-Iist price or DIR Customer price;
c.) Discount percentage (%) off MSR.P or List Price;
S Use of Order Fulfillers
8.1 Authorization to Use Order Fulfillers
Subject to the conditions in this Section 9, DIR agrees to permit Successful Respondent to utilize
designated order fulfillers to provide products, ser.'tces, and support resources to Customers
under this Contract ('"Order Fulfillers").
DIR-CPO-T\IP-AC
Paaa 4 of 10
{D:Rm- 4 2022)
Cooperative Purchase Page 11 of 20
DIR Contract No. DIR-CPO-9044
ShiLhGft (US) Corporation- 0:0496115
8.2 Designation of Order Fulfillers
a) Successful Respondent may designate Order Fulfillers to act 3=. the cistr:bu!ors Lt
products and services available under this Contract. I_i de,irnating Order F _ :=:::r-:
Successful Respondent must be in compliance with the State -, Policy on C,:'izat_: _. f
HistoricallUnderutilized Businesses- DIR and Successfu' R esuondent-n711 aR== c_z t'ie
number of Order Fulfillers that are Historically L:nderutilizec.3u,-r-esses as defines b-.-
the CPA.
b) In addition to the required Subcontracting Plan, Successful Respondent shall provide
DIR -with the follo--'ing Order Fulfil'er i_rfcrmation_ Order Fulfiller name. Order Fulfiller
business ac.dren- Order F--i'fi'ler CPA Identifica_ on Dumber- Of der Fulfiller contact
person e_n-il address ar.v phctre aun7':er
c) DIR re:= .?3 the right to require Successful Respondent to rescind any Order Fulfiller
par-:crpauca c= regi:e_t .hat Successful Respondent name additional Order Fulfillers
should DIR determine :t is in the best interest of the State.
d) Successful Respondent =:tall be full}- liable for its Order Fulfillers' performance under
and compliance with t-ie -erms and condition, cr' 1.is Contract- Successful Respondent
s'ia't er-ter into ccrtract = r::th Order Fulfiller, argil use terms and conditions that are
consuiten= w:th foe-erir-s and conditions Of r L C cr.traet-
e) Succes3fUL Re _pvndert may qualify Order Fulf-'Lle_ = a=id their participation under the
Contract provided tha__ i) any efiteriais u_r:for_nk- aperiedto all potential Order Fulfi11efs
based upc.r Suc.ces_fi' Respondent's established_ aeutrally applied criteria, ii) the criteria
is not based on a particular procurement: and iii) all Customers are supported under the
critefia.
f) Successful Respondent shall not p ohibit any. Order Fulfiller from participating in other
procurement opportunities offered through DIR-
8.3 Changes in Order Fulfiller
S-iccen.ful Responden= ira_- add or remove Order ='a. i:'.?rs thfoughout the term of this Contract
upcn "'.-ritte=r a•ithcnza-:or- b} - DIR. Prior to addin¢ --Airoving Order Fulfillers; Successful
Respv_rder-t irUn _n3ke a avcd faith effort tc re-. i,e :t_ a' contracting Plan in accordance with
the State Polic_.- cr. --til:z3ticr, of Historically- Unden:til:zed Businesses. Successful Respondent
_hall provide Da M'th Lt, updated Subcontracting Plan: and the Order Fulfillers information
listed above-
3.4 Order Fulfiller Pricing to Customer
Order Fulfiller pficing to the Ci; nom er sh311 be in accof dance - ith Section 5.
9 -Notification
All notices under this Contract shall be sent tti a -arty at the respective address indicated below-
DIR-CP0-TRIP-3d0 Pa=_ : of 10
M-R m- CA 20-22 }
Cooperative Purchase Page 12 of 20
DIR Contract .Na, DIR-CFO-504-4-
Skillsoft (US) Corporation-92-04%115
If sent to the State:
Hershe: Becher or Successor in Office
Chief Procurerient Officer
Department of Information Resources
300 W. 15'` St., Suite 1300
Austin, Texas 78701
Phone: (512) 4 7 5-4704
Email: hershel_beckef6Mutexas.gov
If sent to Successful Respondent:
IAIeghan Pajer
Skillsoft CUS) Corporation
300 Innovative Way, Suite 201
Nashua, NH 03062
Phone: (603) 821-3689
Email: Meghan_pajer skillsoft_com
10 Software License, Serrice Agreements
10.1 Sofrivare License agreement
a) Customers acquiring sofhrare licenses under this Contract shall hold, use, and operate
such sofhvare subject to compliance with the Softwe License agreement. Customer and
Successful Respondent may agree to additional terms and conditions that do not diminish
a term or condition in the Seftware License :agreement or in any manner lessen the
rights or protections of Customer or the responsibilities or liabilities of Successful
Respondent.. Successful Respondent shall make the Soilvare License Agreement terms
and conditions available to all Customers at all times.
b) Compliance with the Soft -are License agreement is the responsibilinr of the Customer_
DIR shall not be responsible for any Customer's compliance with the Soft7o.-are License
a iireement.
10.2 Ser-.ice :agreement
Services provided under this Contract shall be in accordance with the Serice :agreement as set
forth in Appendix D of this Contract_ No changes to the Service Agreement terms and conditions
may be made unless previously agreed to by Successful Respondent and DIR. Successful
Respondent and Customer may agree to terms and conditions that do not diminish or lessen the
rights or protections of the Customer or the responsibilities or liabilities of Successful Respondent.
11 Conflicting or Additional Terms
DI1t-CPO-TNIP-560, Page b of 10
{DIR m- C 2022 )
Cooperative Purchase Page 13 of 20
DIR Contract NG. DIR-CPO-504-4
Skillsoft (US) Corporation-0204"11'c
a) The terms and conditions of this Contract shall supersede any additional conflicting or
additional terms in anv additional service aLrreetnents, statement of work. and any other
provisions, terms; conditions, and license agreenieii-s,_ including those t%•hich may be
affixed to or accompany sofhvare upon delivery (sometimes called shrink-wrap or click -
wrap agreements), and any linked or supplemental documents, which may be proposed,
issued, or accepted by Successful Respondent and Customer in addition to this Contract
(such additional agreements, "Additional :agreements''), regardless of -when such
Additional Aareeme:nts are proposed, issued. or accepted by Customer. N ohvithstanding
the foregoing, it is Customer's responsibility to reyiea• any Additional :agreements to
determine if Customer accepts such Additional Agfeement_ If Customer does not accept
such Additional AEreement Customer shall be responsible for negotiating any changes
thereto.
b) Any update or amendment to an additional agreement shall only apply to Purchase
Orders for the associated product of sen ice offering after the effective date of such
update or amendment pro ,7ided that, if Successful Respondent has responded to a
Customer's solicitation or request for pricing, any subsequent update or amendment to an
Additional Agreement may only apply to a resulting Purchase Order if Successful
Respondent directly informs such Customer of such update or amendment before the
Purchase Order is executed.
c) Successful Respondent shall not require any additional Agreement that: i) diminishes the
rights, benefits, or protections of Customer, or that alters the definitions, measurements,
of method for determining any. authorized fights, benefits, of protections of Customer; or
ii) imposes additional costa, burdens, or obligations upon Customer, or that alters the
definitions, measurements, or method for determining any authorized costs, burdens, or
obligations upon Customer.
d) If Successful Respondent attempts to do any of the foregoing, the prohibited documents
will be void and inapplicable to this Contract of the Purchase Order behveen Successful
Respondent and Customer, and Successful Respondent -frill nonetheless be obligated to
perform such Purchase Order iAithout regard to the prohibited documents, unless
Customer elects instead to terminate such Purchase Order, which in such case may be
identified as a termination for cause against Successful Respondent
12 Authorized Exceptions to Appendix A, Standard Terms and Conditions
a) Appendix A, Section 3 is hereb_, deleted in its ettirety and replaced with the following:
5. INTELLECTUAL PROPERTY MATTERS
This contract does not contemplate, authorize, or support the development or acquisition
of custom soft -are products or services_
DIR-CPO-nIP-5G0
Page 7of16
JDIR rev 04: 2022 }
Cooperative Purchase Page 14 of 20
DIR {:OMYSIt No. UIR-CPO-H44
SIJIL<oft LS)CDrpDration-112MR6115
b) Appendix r, Section 10-11 io hereby deleted i.n it: entirety- and replaced i�ith the
follo%;wg:
1D.11 Background anNor Crimina]HistorvInvestigation
Prior to commencement of any services, backruound and."or criminal hhotory im:eT�Ration
of Successful Respondent's emplo%-ees and Thud -Party- Prmiders who i%ill be prodding
senlces to the Customer under the Contract may be performed by the Customer or the
Customer may- rewire that Successful Respondent conduct such bacicuound checks,
ia-here permitted by lava.- Should any employee or Thud -Part- ProS.ider of Successful
Respondent wrho %sill be pros lding senicea to the Customer under the Contract not be
acceptable to the Customer as a re.mlt oftl a background and or criminal histon- check-,
then Customer may immediately- terminate its Purchase Order and related Senice
Agreement or request replacement of the employee or Third -Part- Prodder in question-
c) Appendix r, Section 10-12 is hereby deleted in its entirety and replaced v ith the
follo%sing:
10.12 Limitation of Liability
A. For anti- claim or cause of action arising under or related to the Contract- to the extent
permitted by the constitution and file laws of the Mate. none of the parties shall be
liable to the other for indirect, punitive: special, or consequential damages: even if it HE
ad,.ised of the possibility of such damages.
B. Successful Respondent and a Customer may include in a Purchas a Order a mutuall-v
acceptable term limiting Successful Respondent's liability- for damages in and.- claim or
cause of action arising under or related to such Purchase: Order; provided that any such
term may not limit Successful Respondent's 13ablllt- below. htro-fines the total -�-dlue
of the Purchase Order- Such value includes all amounts paid and amounts to be paid
over the life of the Purchase order to SuecessH Respondent In- such Cu;tomes as
described in the Purehaae Order.
C. -Noh- itbstanding the foregoing or anything to the contrary- herein. any limitation of
Successful Respondent: s Bbilit�.- contained herein or in a Purchase Order shall net
apply- to: eiairras of bodily iniun ;11iolation of intellectual proper rights including but
not limited to patent trademark: or cop%Tiat infiiugement; indemnification
requirements under the Contract; and violation of State or Federal law including but
not limited to di sclosures of confidential in&rmation and any penalt - of any kind
lav�fully assessed as a result of such 7iolation.
D-?-C C-n_ T-4-60
PZ2e8of10
PMm, C4'.022�
Cooperative Purchase Page 15 of 20
DIR Contract No- DIR-CP0-+D44
S1ilsoft (US) Corporation —02U9611+
d) Appends k Section 11-z.4.z iE hereby- deleted in its entirety- and replaced %iith the
followiLng:
11.2.4.2 Purchase Order
Customer or Successful Respondent may- terminate a Purchase Order or other contractual
document or relationship upon the occurrence of a material breach of any term or
condition_ (i) of the Contract, or (ii) included in the Purrha se Order or other contractual
document or relationship_ or other contractual document or relationship in accordance
with Section 4-z-(C) above_ upon the folloiNing preconditions: first, the parties must
comply with the requirements of Chapter 2260, Texas Government Code, in an attempt to
resolve a dispute; second, eer complying 1vith Chapter 2260, Tee Goy: erameCode,
and the dispute remains unresolved, then the non -defaulting part- fails to cure said
default -L-�ithin the timeframe allow-ed, the non -defaulting part- may, at its option and in
addition to any other remedies it mav have available, cancel and terminate the Purchase
Order. Customer ma%- immediately- suspend or terminate a Purchase Order aithout
a&-ance notice in the event Successful Respondent fails to comply With confidentiality-.
pn ace-. security- requirements, environmental: or safety- lay%-s or regulations: if such non-
compliance relates or may- relate to vendor pro%-Mi lon of goods or ser;.ices to the
Customer.
(Remainder of th i s page intentionally.- left blame)
D-' -C?0-T-lip-=G0
Amin! 9of10
(DIRrEv M 20211
Cooperative Purchase Page 16 of 20
DIR Contract No. DIR-CPO431
Skiffioft( S){'upo-ration-4'_UMH
This Contract is executed to be effective as of the date of la-st sipature.
Skillsoft (US) Carporatioa
Authorized By: Signature on File
-Name: Michael Manix
Tide: Director of Revenue
Date: O9/09/2022
The State of Texas, acting br and through the Department of Information Resources
Authorized B : Signature on File
Name: Hershel Becker
Tide: Chief Procurement Offioer
Date: 09/21 /2022
Office of General Counsel: Signature on File
D ate: 09/19/2022
Page ao of 10
IDM—D4 )
Cooperative Purchase Page 17 of 20
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who
Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
jJ Name of vendor who has a business relationship with local governmental entity.
Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
El 2
completed questionnaire with the appropriate filing authority not later than the 71h business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
Name of Officer
4 Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes F-1 No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes E-1 No
5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
s
Check this box if the vendor has given the local government officer or afamily member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Cooperative Purchase Page 18 of 20
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.leg is.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) thevendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11130/2015
Cooperative Purchase Page 19 of 20
Exhibit D
Skillsoft Quote
skillsoft
1 December 2022
City Of Fort Worth
Attn: Kathy Agee -Dow
200 Texas Street
Fort Worth, TX 76102
Dear Kathy:
This letter and any exhibits attached hereto sets forth the agreement between Skillsoft (US) LLC (Skillsoft) and City Of Fort Worth
(Customer) and will confirm the purchase of the License(s) selected below (the Agreement). Customer hereby agrees to a termed
license for the products and/or services selected below pursuant to the pricing set forth below and upon the License Terms and
Conditions set forth in Contract Number DIR-CPO-5044 dated 21 September 2022 (the Contract) by and between State of Texas,
acting by and through the Department of Information Resources, and Skillsoft (US) LLC.
Products, Services & Pricing:
TERM: START DATE: 1 DECEMBER 2022 END DATE: 30 NOVEMBER 2023
SKILLSOFT PRODUCT
ILT PREPAYMENT*
*For delivery of the following ILT courses to be delivered virtually:
100185U: Ansible for Network Automation (D0457) for one student
100475L: ENCOR-Implementing and Operating Cisco Enterprise Network Core Technologies v1.2 for one student
2. FEES AND COMMITMENT. Customer's total commitment hereunder is set forth below and is calculated as follows (the
"Commitment Fee"). Applicable state and local taxes are not included in the totals below and will be calculated as of the date of the
invoice(s) issued hereunder:
TERM
ANNUAL LICENSE FEES
Y1
USD 6,426.50
TOTAL
USD 6,426.50
All fees shall be invoiced annually in advance and are due and payable 100% net 30 days from the date of invoice.
If you are in agreement with the foregoing and are authorized to enter into this Agreement on behalf of your company, please indicate
your agreement and acceptance by signing in the space below and returning one copy to Skillsoft.
SKILLSOFT (US) LLC
�""lcnGxi
Signature
Michael Manix
Print Name
Dir, Revenue
Title
12/8/2022
Date
a
FY22-00191866Pajer
0-1056008
CITY OF FORT WORTH
Signature
Valerie Washington
Print Name
Assistant City Manager
Title
Date
Page 1 of 2
skillsoft
BILL TO
CONTACT
PHONE
E-MAIL
ADDRESS
CITY
STATE
COUNTRY
ZIP CODE
CUSTOMER INFORMATION EXHIBIT
City Of Fort Worth
Kathy Agee -Dow
18173928461
kathryn.agee-dow@fortworthtexas.gov
1000 Throckmorton St
Fort Worth
TX
USA
76102-6311
Page 2 of 2
FY22-00191866Pajer
0-1056008
SHIP TO
CONTACT
PHONE
E-MAIL
ADDRESS
CITY
STATE
COUNTRY
ZIP CODE
City Of Fort Worth
Kathy Agee -Dow
18173928461
kathryn.agee-dow@fortworthtexas.gov
200 Texas Street
Fort Worth
TX
US
76102