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HomeMy WebLinkAboutContract 59908DocuSign Envelope ID: A7C4AC06-CA49-42B2-843E-E8594E54CE0A classpass CSC No. 59908 .................................................................................................................................................... CLASSPASS Partnerships Contact: Gerry Leung PARTNER AGREEMENT PARTNER Partner Name: City of Fort Worth Legal Entity Name: Contact Name: Sheri Endsley Market: United States This agreement confirms the participation of PARTNER in CLASSPASS. This agreement begins on May io, 2023. PARTNER is responsible for the following: • Pricing: Providing classes to ClassPass for its users at the following rates. The Rate shall be determined by ClassPass, subject to the stated Minimum and Maximum. Rate Notes Minimum Rate $3.00 Notwithstanding any language to the contrary, no payout shall be owed to Partner for each user's first applicable reservation per Partner venue in accordance with the trialer program terms available at https://classpass.com/partners/trialer-program-standard-terms • Confidentiality: Ensuring that the details of this agreement will never be visible to ClassPass users; any user purchasing on his or her own directly via Partner will not receive the benefit of the special rate provided directly to ClassPass. • Logo and Other IP: Providing ClassPass with class descriptions, photographs, and logo. Additionally, Partner grants ClassPass permission to use its logo, trademark, and photos on the ClassPass website, in press releases, and in any marketing campaigns/events and channels as set forth in the terms. • Class Updates: Notifying ClassPass when classes are cancelled or sold out. This should be done by the ClassPass Partner Dashboard or automatically through Partner's scheduling platform (such as MBO or Zingfit). • Insurance: Holding minimum general liability insurance of si,000,000 per occurrence and $2,000,00o in the aggregate and adding ClassPass as an additional insured on such insurance policies, and worker's compensation insurance as required by law. • Restrictions: During the term of this agreement, working exclusively with ClassPass and not offering classes via any other multi -Partner membership program. Deal/Coupon-type sites are not subject to this restriction. • Terms: Complying with this agreement and the ClassPass Partner Terms and Conditions (https://studios.classpass.com/help/us/terms). • W-9: Returning to ClassPass a submitted W-9 form. • Mutual Referrals. Each party will refer to the other party's website via linking: You may include a link to your website on ClassPass' website, and you will maintain a ClassPass-provided logo and hyperlink on your website in the manner instructed by ClassPass (e.g., in onboarding materials). CLASSPASS is responsible for the following: • Marketing: Marketing ClassPass and finding ClassPass participants through channels that ClassPass deems appropriate. • Reservations: Providing reservation requests to Partner as they are received and in one or more of the following formats (i.e., via ClassPass Partner Dashboard, MindBody, Zingfit or other third party scheduling platforms, email, etc.). • Reviews and Ratings: Sharing collected reviews & ratings with Partner. • Partner Page: Creating a Partner page on the ClassPass website and mobile apps with pictures, text, content, class schedules, etc. • User Interface: Providing a central user interface for users to access Partner page, schedules, make reservations, and review classes. • Payment: Paying (no fewer times than monthly) the pre -negotiated rate for each reservation booked through ClassPass unless such reservation (1) was cancelled by ClassPass or the ClassPass member in accordance with the Partner's cancellation policy as stipulated in Partner's survey up to 12 hours (provided that if a reservation is cancelled late, but is subsequently rebooked via ClassPass, then that cancellation will not count as a Qualifying Class); (2) was cancelled by the Partner; or (3) otherwise was not honored by the Partner. AGREED TO BY: CLASSPASS, LLC PARTNER agrees to keep the details of this agreement confidential. mai 6ya'l r " Wa±son Partner Name: City of Fort Worth Legal Entity Name: Contact Name: Sheri Endsley Signature: ma raret tsonAu 2 202318:02 PDT g (Aug ,) Signature: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: A7C4AC06-CA49-42B2-843E-E8594E54CE0A Date: Aug 2, 2023 Date: Aug 1, 2023 ADDENDUM TO CLASSPASS PARTNER AGREEMENT BETWEEN THE CITY OF FORT WORTH AND CLASSPASS, LLC This Addendum to ClassPass Partner Agreement ("Addendum") is entered into by and between ClassPass, LLC ("ClassPass") and the City of Fort Worth ("City"), collectively the ("Parties"). The Contract documents shall include the following: 1. The ClassPass Partner Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached ClassPass Partner Agreement (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 have an initial term of one year, beginning on the date that this Agreement is executed by the City' s Assistant City Manager (the "Effective Date") and will automatically renew for additional one-year terms until such time as this Agreement is terminated (the "Expiration Date"). 2. Termination. a. Breach. Notwithstanding anything to the contrary in the Partner Agreement 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 thirty (30) 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 written notice to the breaching party. b. 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 ClassPass 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. c. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, the paying party, as applicable shall pay the other party for services actually rendered up to the effective date of termination and ClassPass shall continue to provide City with services requested by City and in accordance with the Addendum to ClassPass Partner Agreement Page 1 of 5 Agreement up to the effective date of termination. In the event ClassPass has received access to City information or data as a requirement to perform services hereunder, ClassPass 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. 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. 6. Indemnity. To the extent the Agreement requires City to indemnify or hold ClassPass or any third party harmless from damages of any kind or character, City agrees only to indemnify ClassPass to the extent allowed by law. 7. 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. 8. 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 ClassPass. It will be the responsibility of ClassPass 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. 9. 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. Addendum to ClassPass Partner Agreement Page 2 of 5 10. Immigration Nationality Act. ClassPass 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, ClassPass shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. ClassPass 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 ClassPass employee who is not legally eligible to perform such services. CLASSPASS SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CLASSPASS, CLASSPASS'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to ClassPass, shall have the right to immediately terminate this Agreement for violations of this provision by ClassPass. 11. No Boycott of Israel. If ClassPass has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. ClassPass acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, ClassPass certifies that ClassPass's signature provides written verification to the City that ClassPass: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 12. Right to Audit. With the exception of goods and services that are donated by ClassPass, or for which City has not paid any funds, ClassPass 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 ClassPass involving transactions relating to the Agreement. ClassPass agrees that City shall have access during normal working hours to all necessary ClassPass 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 ClassPass reasonable advance notice of intended audits. 13. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 14. 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 Agreement and shall have no force or effect. City will provide a letter of self -insured status if requested by Vendor. Addendum to ClassPass Partner Agreement Page 3 of 5 (signature page follows) Addendum to ClassPass Partner Agreement Page 4 of 5 City: By: Name: Jesica McEachern Title: Assistant City Manager Date: Aug 10, 2023 ClassPass: mar aKP± wa±son By: margaret Ottsori (Aug 2,202318:02PDT) Name: Gerry Leung Title: Mid Market Sales Specialist Date: Aug 2, 2023 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: Name: Title: By: Name: Title: Dave Lewis Acting Director Park & Recreation Department Kelli Pickard Assistant Director Park & Recreation Department Approved as to Form and Legality: A.) -- By: Nico Arias (Aug 1, 2023 13:43 CDT) Name: Nico Arias Title: Assistant City Attorney Contract Authorization: M&C: Not required. Form 1295: Not required. 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. By: Name: Sheri Endsley Title: District Superintendent Park & Recreation Department City Secretary: ), ./DiLso By: U Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum to ClassPass Partner Agreement 1 US, J V1 J