HomeMy WebLinkAboutContract 62964CSC No. 62964
FORT WORTH.,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and SCN WORLDWIDE, LLC DB/A SCANTRON
("Vendor"), a Delaware for -profit corporation, acting by and through its duly authorized representative,
each individually referred to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A
— Scope of Services;
3. Exhibit B —
Price Schedule; and
4. Exhibit C —
Scantron's Standard Terms and Conditions for Hardware, Software and Services
5. Exhibit D
— Sole Source Letter
Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B,
C, or D and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1. Scope of Services. For OpScan Scanner and Remark Classic OMR Software, custom forms
and Installation ("Services"), which are set forth in more detail in Exhibit "A" ("Scope of Services"),
attached hereto and incorporated herein for all purposes.
2. Term. The Initial Term of this Agreement is for 1 year, beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier
in accordance with this Agreement.
3. Compensation.
3.1 Total compensation under this Agreement will not exceed twenty-nine thousand,
nine hundred and eighty-seven dollars and 16 cents ($29,987.16).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including Exhibit "B"
("Payment Schedule"), which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not specified
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement FT. WORTH, TX Page 1 of 18
by this Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with at least 30 days' written notice of termination.
4.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination, and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City -provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents, and
employees, agrees that it will treat all information provided to it by City ("City Information") as
confidential and will not disclose any such information to a third party without the prior written
approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas, and all documents held or maintained for City are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit
reasons objecting to disclosure to the Texas Attorney General. A determination on whether such
reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the
State of Texas or by a court of competent jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete, or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
Vendor Services Agreement Page 2 of 18
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers, and records, including, but not limited to, all electronic records of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement and
not as an agent, representative, or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants, and employees, and Vendor and Vendor's
officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing
herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is
further understood that City will in no way be considered a co -employer or a joint employer of Vendor or
any of its officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any
officers, agents, servants, employees, contractors, or subcontractors of Vendor, will be entitled to any
employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting
of taxes on behalf of itself and any of its officers, agents, servants, employees, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROMAND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE,
OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
A CTION A GAINST CITY FOR INFRINGEMENT OFANY PATENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE
Vendor Services Agreement Page 3 of 18
OF SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT,
IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY
WILL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR
DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF
PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION,
VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OFANYSUCH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY WILL HAVE THE
RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT,
NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTERESTS, AND
CITYAGREES 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 CITY FOR
INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE
RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL
NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR
COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE
AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION.
CITY AGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM
OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY RECEIVE RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF
PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO
INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR
DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE
THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT
OR COMPROMISE, SUCH USE IS MA TERIALL Y AD VERSEL Y RES TRICTED, VENDOR
WILL, AT ITS OWN EXPENSE: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO
USE THE SOFTWARE AND/OR DOCUMENTATION, OR (B) MODIFY THE SOFTWARE
AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH
MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT
CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C)
REPLACE THE SOFTWARE AND DOCUMENTATION WITHEQUALLY SUITABLE,
COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE
AND DOCUMENTATIONAT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF
THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR,
TERMINATE THIS AGREEMENT AND REFUND ALL AMOUNTS PAID TO VENDOR BY
CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL
REMEDIES A VAILABLE TO CITY UNDER LAW.
8.4 TO THE EXTENT THE AGREEMENT REQUIRES CITY TO
INDEMNIFY OR HOLD SELLER OR ANY THIRD PARTY HARMLESS FROM
DAMAGES OFANYKIND OR CHARACTER, CITYOBJECTS TO THESE TERMSAND
ANYSUCH TERMSAREHEREBYDELETED FROM THEAGREEMENTAND SHALL
HA VE NO FORCE OR EFFECT.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations,
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor Services Agreement Page 4 of 18
Vendor and assignee will be jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired, and non -owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): ❑ Applicable ® N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
Vendor Services Agreement Page 5 of 18
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers with respect
to the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. At least ten (10) days' notice will be
acceptable in the event of cancellation due to non-payment of premium. Notice
must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort
Worth, Texas 76102, with copies to the Fort Worth City Attorney at the address
below.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules, and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations and that any work it produces in connection with this Agreement will
also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City
notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor must immediately
desist from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
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13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, or (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
To VENDOR:
City of Fort Worth SCN Worldwide LLC
Attn: Assistant City Manager Daniel Raulli, Account Executive
100 Fort Worth Trail (formerly Energy Way) 1313 Lone Oak Road
Fort Worth, TX 76102 Eagan, MN 55121
Facsimile: (817) 392-8654
Remittance
With a copy to Fort Worth City Attorney's Office P.O. Box 104426
at same address Pasadena, CA 91189-4426
14. Solicitation of Emulovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the other party. Notwithstanding the
foregoing, this provision will not apply to an employee of either party who responds to a general solicitation
or advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that, by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governine Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas, or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any law, ordinance, or regulation; acts of God; acts of the public enemy; fires;
strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction;
orders of government; material or labor restrictions by any governmental authority; transportation
problems; restraints or prohibitions by any court, board, department, commission, or agency of the United
States or of any state; civil disturbances; other national or regional emergencies; or any other similar cause
Vendor Services Agreement Page 7 of 18
not enumerated herein but which is beyond the reasonable control of the party whose performance is
affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during
the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides
notice of the Force Majeure Event and an explanation as to how it prevents or hinders the party's
performance as soon as reasonably possible after the occurrence of the Force Majeure Event, with the
reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this
section must be addressed and delivered in accordance the notice section of this Agreement.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have had the
opportunity to review and revise this Agreement and that the normal rule of contract construction to the
effect that any ambiguities are to be resolved against the drafting party will not be employed in the
interpretation of this Agreement.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument executed by
an authorized representative of each parry.
23. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns, and successors in interest as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts, and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration and Nationalitv Act. Vendor must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all federal and state laws and establish appropriate procedures and
controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
27. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation created, published, displayed, or produced in
Vendor Services Agreement Page 8 of 18
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation, or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title, and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention theret.
28. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This
Agreement, and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Change in Companv Name or Ownership. Vendor must notify City's Purchasing
Manager in writing of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation may adversely impact invoice payments.
30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this
Agreement Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
31. Prohibition on Bovcotting Energv Companies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services unless the contract contains a written verification from the Vendor that it: (1)
does not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement. The terms "boycott energy company" and "company" have the meanings ascribed to those
terms in Section 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government
Code is applicable to this Agreement, by signing this Agreement Vendor certifies that Vendor's
signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the
Vendor Services Agreement Page 9 of 18
City is prohibited from entering into a contract for goods or services unless the contract contains a written
verification from the Vendor 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 meanings ascribed to those terms in Section 2274 of the
Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
33. 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, email, or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
(signature page follows)
Vendor Services Agreement Page 10 of 18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
By:
William Johnson (NjAr 14, 202510:43 CDT)
Name:
William Johnson
Title:
Assistant City Manager
Date:
Mar 14, 2025
SCN WORLDWIDE, LLC D/B/A
SCANTRON:
By:
Name: Mary Michael Sellers
Title: Senior Vice President and General
Manager
Date: 3/12/2025
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
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of this contract, including ensuring all performance
By:
and reporting requirements.
Name:
Robert A. Alldredge, Jr
Title:
Executive Assistant Chief
Attest:
pO� FORt�4pA
ono ad
By:
Name: Loraine Coleman
Title: Administrative Services Manager
aaad aEaaga4
By:
Ij
Name:
Jannette Goodall
Approved as to Form and Legality:
Title:
City Secretary
Contract Authorization: By:
M&C: None Required Name: Jerris Mapes
Date M&C Approved: N/A Title: Assistant City Attorney
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 11 of 18
EXHIBIT A
SCOPE OF SERVICES
1) The field technician unboxes the new scanner and sets it up/assembles the scanner
2) The field technician runs diagnostic tests on the scanner to make sure it is reading/scanning
properly
3) The field technician shows the end user(s) how to calibrate and operate the scanner.
4) The field technician answers any questions the end user(s) have on the scanner
5) Scantron will provide Customization of Self Score forms.
Vendor Services Agreement Page 12 of 18
EXHIBIT B
Price Schedule
SCANTRON:.
Pricing schedule for City of Forth Worth
February 3, 2025
Hardware
Item #
Description
013412810
OpScan 4ES Dual
Pencil Read
Scanner-wlSelf
Score Includes:
Dust Cover, Freight,
Onsite Installation, 111
Year Onsite Service
Software:
Item #
Description
Unit Price Qty. Price
$ 7,959.00 3 $ 23,877.00
RC01 Remark Classic OMR Software
Includes freight and first year of software maintenance
Unit Price t(�. Price
$ 1,850.00 2 $ 3,700.00
1313 Lone Oak Road, Eagan, MN 55121 1 800,722.6676 1 www.scantron.com
SMART STARTS HERE
Vendor Services Agreement Page 13 of 18
SCANTRON.
About Scantron Corporation
For more than 40 years, Scantron Corporation has provided innovative ideas and intelligent
solutions to meet the data collection requirements of our customers. Scantron Corporation works
with government agencies to improve service, quality, streamline operations, and reduce costs.
We provide unique hardware, software and service solutions that speed the collection and
analysis of information leading to better decisions.
For more information about Scantron Corporation, please visit our web site at
www.Scantron.com
TERMS & CONDITIONS
• Pricing is valid for 45 days, unless extended in writing by Scantron.
• Pricing does not include sales tax or shipping, if applicable.
Payment terms are net 30 with a valid purchase order (on approved credit), or pre -paid with a credit card.
All products will be shipped F.O.B Origin.
If Customer requests changes to the scope of the project, Scantron reserves the right to make related changes to
price, hardware, software or services, and to adjust deliverable dates.
Fees for services not scheduled within 9 momhs of invoice date will be forfelted, unless extended in writing by Scantron.
In addition to the terms set forth herein, all sales in this quote shall be governed by Scantron Corporation's Terms and
Conditions of Sale located at Milosalwww.scantron.com/leaallterms/ ("Terms and Conditions")
Scantron provides a limited warranty for the products and services as further detailed in the Terms and Conditions.
• THE LIMITATIONS OF LIABILITY CONTAINED IN THE TERMS AND CONDITIONS APPLY TO THIS QUOTE AND
STATE IN PART THAT SCANTRON SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES, AND THAT SCANTRON'S ENTIRE LIABILITY FOR ANY CLAIM ARISING FROM OR
RELATED TO THIS QUOTE WILL NOT EXCEED THE LESSER OF (i) THE FEES PAID TO SCANTRON FOR THE
APPLICABLE ITEM WHICH IS THE BASIS FOR THE CLAIM, OR (i) THE FEES PAID TO SCANTRON FOR THE
APPLICABLE ITEM WHICH IS THE BASIS FOR THE CLAIM DURING THE TWFLVF (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CAUSE OF ACTION.
The terms of any Customer issued purchase order or any other communication which are additional to or
inconsistent with this quote are not binding unless expressly agreed to in writing by Scantron.
Customer and Scantron each waive application of the 1980 UN Convention on Contracts forthe International Sale of
Goods.
Customers agreement with the terms of this quote shall be indicated by either a signature hereon, or by
issuance of a purchase order confirming Customers intent to purchase the products and/or services included on
this quote. Once accepted by Scantron, all sales in this quote are final.
ccepted
AU .by A,., .emu
Mar 15, 2025
Customer's Authorized Signature Date
Company Name
Title of Person Who Signed
Print Name of Person Who Signed
1313 Lone Oak Road, Eagan, MN S5121 I 800.722.6876 i www.scontron.com
SMART STARTS HERE
Vendor Services Agreement Page 14 of 18
S CANT R 0 N
SMART STARTS HERE
Date: 2-10-25
Custom Forms & Programming
Item
Description
Qty.
Measure
Price
Total
9895
Remark Classic OMR software
1
Each
$
900.00
$
900.00
custom form programming —CPS HR
Consulting form
Custom Self
Customization of Self Score form
2,01
Each
$
1,469,24
$
1,469.24
Score Forms
#95677. Included in this cost is a
one-time alteration fee of $182.00
Freight
Shipping cost
1
Each
$
40.92
$
40.92
INITIAL PURCHASE COST
TOTAL.
$
2,43.0.16
Scantron Terms and Conditions
Sign below to acknowledge Terms and Conditions PDF(s) included with email of Proposal.
Customer:
City of Fort Worth
Sean Lynch
Phone:817-392-8470
Email: sewn.1vnch0fortworthtexas.ciov
By
U '�
(Authorized Signature)
Name.
(Print Name of Individual who Signed Above)
Title:
(Print Tile of Individual who Signed Above)
Date. Mar 15, 2025
1313 hone Oak Road, Eagan, MN 55121 i 800722,6876 I www.scantron-com
Vendor Services Agreement Page 15 of 18
Exhibit C
Scantron's Standard Terms and Conditions for Hardware, Software and Services
SCANTRON_
STANDARD TERMS AND CONDITIONS
HARDWARE, SOFTWARE AND SERVICES
1. ORDERS. These Standard Terms, together with any Schedules (colt actively the "Agreement") form
legal agreement between SCN Wondwlde, LLC d/b/a "Scantron" and the legal entity that orders
Products and/or Services from a proposal, order form or other sales documentation ("Order')
ncorp orating this Agreement ('Customer') Products and Services may be set forth in a Purchase
Order, but Purchase Orderterms are not binding unless Scantron expressly assents to such terms in
w sting This Agreement forms the complete contract for this transaction between Scantron and
Customer
2. DEFINITIONS.
"Custom Productions' means the reproduction by Scantron of materials provided by Customer, orthe
reation or printing by Scantron of Forms or other matenals pursuant to Customers directions or
specifications
"Customer Content" means all mate rla is posted by Custom er within Software or provided to Scantron
for Customers use with a Product, Including but not limited to Customers item bank of testing matenals
and Item banks or other matenals owned by third parties.
"Documentation" means any user manuals and/or othermatenals accompanying the applicable Product
or Service that descn be product features or functionality
"Pm ductmeans any hardware, Software (as defined below), forms printed by Scantron (the "Fomr9
third -party products or other Items provided by Scanton and/or Its affiliates and subcontractors as
descn bed In the applicable Schedule or Documentation.
.Purchase order' means any Customerissuedorder form or Other communication authorizing or
memonallzing the purchase of Products and/or Services
"Schedule' means any Scantron Orders, attachments, statements of work, click through license
agreements, specification documents or other documents, either signed by the parties or incorporated
by reference in another Schedule, that provide the terms applicable to specific Products orServices
In the event of an Inconsistency, the specific terms of Schedule govern over these Standard Terms
"Service' means installation, training, consulting, implementation, support, hosting or other services
provided by Scantron and/or Its affiliates and subcontractors as described in the applicable Schedule
or Documentation_
3. TITLE RISK OF LOSS' DELIVERY. Scantron will use reasonable efforts to deliver the Pmducts and
Services to Customer on or before specified delivery dates Delivery of Software occurs when it is
shipped, made available for download, or otherwise provided to Customer For Software hosted by
Scantron, delivery occurs when the Software is first made available to Customer for use. lfhardware
Products are purchased by Customer underthis Agreement Scantron transfers title to Customer upon
shipment ofthe hardware Products However, Scantron retains a purchase money security Interest in
the hardware Products until paid in full by Customer Customer agrees to execute appropriate
documents to permit Scantron to perfect its purchase money security interest. Scantron bears the risk
of loss for Products up to and including their date of shipment. Thereafter, Customer assumes all risk
of loss. All Products will be shipped FOB Origin If Customer Is to lease any hardware Products, a
separate leasing agreementmust be executed Customeroc prom ptly inspect and accept orreject the
Products antl/or Services upon tlelivery. AbsentCustomer's earl written acceptance, Products and
Services are accepted 30 days follow)no delivery
4. SOFTWARE LICENSE GRANT To the extent that software Products are acquired by Customer under
this Agreement, including initial software license purchases, software assurance, and softwar-1 -
susubscriptions (collectively, the 'Software "), Scantron grants@ non-exclusive, non -transferable,
blicensable, revocable (subject to the conditions set forth herein), limited Ilcense to access and
use the Software and the Documentation during the Terra (the "License Grant") Each License Grant
only for the United States and Canada and provides Customerwrth the nght to use the Software
object code (not source code) for Customer's internal purposes only, to perform services in the normal
of Customers business, and consistent with the applicable Documentation A Schedule,
Including any cli ckthrough license agreement that accompanies the Software, may define additional or
alternative terms antl contlitions If you do notagreeto any deck-through Ilcense agreement that is not
made available forreview before placing youromer you must notify Scantron within 15 days of delivery
of your rejection of such terns and must promptly return the Product and accompanying Items for a
refund of the ap pllcabl e fe e Sca ntron or its designated agents shal l have th e right to enter an d inspect
Customers records an
its computer systems for the purpose of auditing Customers use of the
Software Access will be penritted with reasonable advance notice during business hours
6. SERVICES. To the extent any Services are purchased by Customer under this Agreement all
technical information, custom software, know-how and other intellectual property supplied by Scantron
to Customer In the course of performing any Sery ices (the "Work Product) is licensed to Customer In
@
cord@nce with the provisions ofthis Agreement. Upon delivery, Work Product shall be "Software"
under the terms of the Agreement Scantron may charge a reinstatement fee to support or service
Products not continuously under warranty and
then service, support an/or maintenance (as
applicable) CU STOMER ACKNOWLEDGES THAT AS PART OFANY INSTALLATION SERVICES,
SCANTRON MAY "ACCEPT" CLICK -THROUGH AGREEMENTS FOR THE PRODUCTS AND TH IRD-
PARTYPROP
UCTSONBEHALF OFCUSTOMER Hardcoples of such dick -through agreements are
available upon request_
6. COMPENSATION In addition to applicable Product and Service fees, Customer will reimburse
Scantron's out-oApocket costs including shipping and reasonable travel and living expenses incurred
in performing the Services and/or its obligations hereunder. Invoices shall be paid within 30 days of
e tarot without deduction, withholding or offset Scantron may suspend any License Grant end/or
Services provided under this Agreement until payments are brought cu rent. Amounts not paid when
due are subject to finance charges of 1 5% per month orthe highest rate permitted by law (whichever
Is lower). Customerwill pay orreimbume Scantron for all duties ,taxes(otherthan taxes on Scantron's
income), fees or other simllaramounts assessed or imposed by governmental authorities Scan Von
may at anytime change fees for Products, Services or other Items respecting future orders Fees for
Services not scheduled within 9 months of Invoice date will be forfeited unless extended in wnting by
Scantron
7 TERM: TERMINATION_ This Agreement remains in effect until Services are complete and all License
Grants extended under this Agreement if any, cease Products or Services provided pursuant to a
Schedule that defines a tern may not be terminated dun no such term except as provided in such
Schedule The subscnption tern for Software shell be specified In the applicable Order (the "Irntiel
Software Teml"). Unless otherwise set forth In the Order, Orders for Software and Software support
Services well automat tally renew for the same length as the Initial Software Term (each a "Renewal
Software Term"), unless either party provides notice to the other party of its Intention not to renew at
least 90 days pnorto expiration ofthe Inhal SOMOS Term orthe then -current Renewal Software Term.
The Initial Software Term and all Renewal Software Terms will collectively be referred to as the
"Software Term" Notwithstanding the foregoing, if a party fans to cure a default within 30 days after
written notice explaining the default, the non -defaulting party may Immediately terminate any License
Grants, Services or other items to which the default relates. Terra ination of this Agreement terminates
furth er performance by the nonrtoomnating party Iftheterrnination is based upon a defoultwith respect
to Software, Customer must Immediately uninstall and stop using all copies ofsuch Software, return to
Stanton or destroy all copies of any Software and Documentation In Customers possession orcentrol
within 20 days oftermination, and certify the return or destruction of all Software and Documentation if
SCN WORLD"IDE, LLC D/F/A "SCANTRON
STANDARD TERMS AND CONDITIONS
HARDWARE, SOFTWARE AND SERVICES
requestedby Scantron. Early termination does not relieve Customer of any payment obligations which
arise prior to the effective date ofsuch tern nation Sections 0, 8, 9F, 10, 12B, 1 ED, together with any
terms of the Agreement that can be reasonably interpreted to survive termination, shall survive.
8. PROP RIETARY RIGHTS;CONFIDENTIALITY/PRIVACY/SE CURITY,
A. PROPRIETARY RIGHTS. The Products and Services (Including any Work Product) are protected
by cop yng tit, trade secret and other proprietary rights of Scantron and Its suppliers Software and
Work Product are licensed, not sold to Customer Scantron reserves all rights in Products Services
and Documentation not expressly granted to Customer.
B LIMITATIONS ON USE. Customer will not reproduce Products or Services, sell or sublicense
Products or Services, permit the use o f Software, Services or Do cementation by others or otherwise
operate Software for third parties A g a service bureau or data processing service)', modify,
adapt, alter, translate, or create derivative works of the Software disassemble, reverse engineer,
disassemble, or decompile the Software or otherwise attempt to dl stover trade secrets related to
the Software, sublicense, lease, rent, loan, distribute, or otherwise transfer the Software o
Documentation to any third party, bypass, delete, or disable any copy protection or runty
mechanisms of the Software', remove any notice of proprietary rights from the Software or
Documentation, attempt to gain unauthonzed access to, or disrupt the integrity, performance or
security ofthe Software orthe data contained therein, o use the Software In excess ofthe licenses
greNed and license fees paid
C CONFIDENTIALITY. Both parties may acquire certain information that is confident'I@I, pmpnetary
or trade secret information of the other party or a third party ("Confidential Information") in the
performance of this Agreement. The party receiving Confidential Information willuse such
information solely for performance underthis Agreement, not disclose such Information to any third
party (excluding agents and, In the case of Scantron, its affiliated companies), and otherwise protect
such information from any unauthorized use or disclosure The receiving party shall bind its
employees, agents and affiliates having access to Confidential Information to confidentiality
obligations consistent with this provision Neither party will be obligated to keep confidential any
information that is. publcly available through no fault of such pa he received by such party from a
third party not under a confidentiality obligation regarding the Information, independently developed
by such party without referring to the Confidential Information, o required by applicable law to be
disclosed by such party Scantron may reflect the Customers name, Ingo and trademark In a
customer list, webstte and marketing materials and the respective products involved
D. CUSTOMER CONTENT AND CUSTOM PRODUCTIONS No ownership interest in Customer Content or
Custom Productions shall be transferred to Scantron, and Scantron will not use Customer Content
or Custom Productions other than as contemplated by the Agreement Custom. rwa
mantsthatany
Customer Content and Custom Productions are either owned by Customer, or Customer has all
rights required for Scantron to use orreproduce such Customer Content andforCustom Productions
in the mannermtended pursuanttothe Agreement
E. PRIVACYISECURITY. Scant -on will maintain and monitor policies and procedures with espectvo
the Products to meetthe data privacy, and secunty objectives ofthe Family Educational Rights and
Privacy Act (FERPA), the Health Insurance Portability and Aveountabi lity Act of 1995 ("H IPAA"), the
Gramm -Leach -Bliley Act ("GLBA"), the Fair and Accurate Credit Transactions Act ("FACTA"), the
Fair Credit Reporting Act ('FCRA"), and other related laws and regulations (collectively, the "Privacy
Laws"), by addressing administrative, technical and physical safeguards designed to (I) ensure the
security and confidentiality ofnonpublic personal information relating to students, patients or other
consumers ; (II) protect against any anticipated threats orhazards to the security or integrity of such
information, and (III) protect against unauthorized access to or use ofsuch Information that could
res
ult in substantial harm orinconvenience to Customer_ Unless otherwise specifically agreed in a
Schedule, Customershall be solely responsible for responding to third -party requests to disclose or
change any such information With reasonable advance notice, Scantron will permit review during
regular business hours to assess whether appropriate controls are in place, or will provide
documentation t0 verify compliance with Its obligations under this paragraph_ If Customer Is a
tired entity"under HIPAA, Scantron will execute a business associate agreement ("BAN) upon
the reasonable request of Customer and to the extent required by law Upon execution by both
parties, such BOA shall be incorporated herein by this reference To the extent of an inconsistency
the terms ofsuch BA.Ashall govern
9 WARRANTIES
PAGE 1 OF 2
A. FORMS. Upon delivery, Scantron warrants the Forms against material defects in matenals and
workmanship when used normally In accordance with the applicable Documentation If a problem
o cars with the Forms caused by an error in Scamron's man macturng process, Stanton will
replace any defective Forms Scantron reserves the right to examine all Forms claimed to be
defective If Scantron deterrnine the Formsto be defective, Scantron will take the necessary steps
to congetthe problem by reprinting amusing alternative data capture methods.
B HARDWARE PRODUCTS. Fora period of30 days (orsueh otherperod as agreed In a Schedule,
he re lnafter the "Hardware Warranty Period') following the delivery, Scantron warrants hardware
Products against material defects in materials and workmanship when used normally in accordance
with the Documentation A Schedule for hardware Products may include one of the following
specific warranties'
DEPOT WARRANTY. During the Hardware Warranty Period, Customer shall ship, at its own
expense, defective hardware Products to the Scantron Depot Service Center for repair The
cost of return shipping shall be paid by Scantron
CENTRAL EXCHANGE WARRANT,. During the Hardware Warranty Period, Customer shall
promptly call Scantron's Call Center for diagnosis and consultation Upon Scantron's diagnosis
that the hardware is defective, Scantron will ship a replacement for the hardware Product
Customer shall install the replacement per Scantron's specifications Within 5 business days of
receipt of the replacement, Customer shall return the original defective Pro duct to Scantron via
the enclosed shipping label If Customer fails to return the Product within 10 business days,
Customer shall be charged the full retail value of the Product
ON SITF WARRANT, During the Hardware Warranty Period, Scantron shall provide repair
services at Customers premises (during Scantron's regular business hours)
Scantron will asreasonable efforts to correct any hardware Product (by either repair or
replacement, atScantmn's sole discretion) that fan to comply with the applicable warranty
Customer must glue Scantron prompt written notice of failure during the applicable warranty period,
and Scantron must be able to reproduce tnhen ompliance. Unless otherwise specified in
schedule,the terns ofthe Depot Warranty apply toScantron hardware Products Even Rdellvered
nsesorable part of hardware Product, Software Is covered exclusively by the Software
Warranty Custemerwill provide reasonable assistance to Scantron in reproducing the failure.
C SOFTWARE. Fora period of 90 days following the delivery ofthe Software (ofsuch otherpenod
as agreed in a Schedule, hereinafter the "Software Warranty Pero d"), Scantron warrants the CD,
DVD downloaded files or other media against defects in matenals or manufacture If Customer
notifies Scantron during the Software Warranty Period, Scantron will, at its expense, replace any
CONFIDENTIAL
Vendor Services Agreement Page 16 of 18
defective media returned to Scantron and will use reasonable efforts to correct material failures of
the Software to function in accordance with applicable Documentation If Scantron is unable to
omply with the foregoing limited w manty, Customers sole and exclusive remedy shall be to
terminatethe License Grant by returning the So too are for a refund of the Software fees Scontron's
sole obligation, and Customers sole remedy, is to correct such eHors, which may include reasonable "workaround "solutions . Ifthe failure reported is atubutableto us ererrorto Customers
failure to provide an acceptable operating environment, or to any othernorFwsure nto d cause, then
Customer will be obligated to pay Scantron for Its time and expenses incurred In diagnosing the
cause, at Scantrous then -standard rates.
D. SERVICES. Fora period of30 days following completion Services (ordunng such otherpenod as
agreed in Schedule, hereinafter me Services warranty Period °), Scantron warrants that the
So job be pro vload in a professional antl workmanlike manner consistent with the definition of
the Services to be performed, and that Work Pro duct, Italy will substantially meet the specifications
stated in a Schedule when delivered by Scantron for moral la0 on Provided that Customer gives
Scantron wntten notice of a failure to meet the fo reg0Ing warranty within the Services Warranty
Period, Scantron will use noble efforts to correct any Services mat fall to comply with the
foregoing womanty Therer sano assurance to Work Product will be error
-free, but Scantron will
undertake to identify and correct material repro doable Work Product and/or Documentation emore
mat Customer timely brings to Scontron's attention It Scantron is unable to correct or re -perform
the Services, Customers sole and exclusive remedy shall be a refund of the reasonable portion of
the fees paid with respect to such Services
E. THIRD PARTY PRODUCTS. Some Products and Services may Include or operate In conjunction
wlth computer programs, data or hardware supp lied by a third party. Otherthan third -party programs
or data that are embedded In, and delivered as, an inseparable part of the Product or Services, all
thin- arty computer programs, data and hardware ("Independent Third -Party Products") are
supplied AS IS" by Scantron. If Independent Third -Party Products are supplied with separate
warran and support terms that can be passed through to Customer, the third party that supplies
such programs and data Is responsible forful hill he such warranty and supponterms, and Scantron
makes no warranty and assumes no obligation with respeetto such items.
F. EXCLUSIVE WARRANTIES AND REMEDIES. Scantron does not warrant that the Products are free
from all bugs, errors or omissions, orthat Services will uninterrupted or error -free The warranties
set forth in this Section 9 do not extend to any fa l lure of the Products or Services caused by
Products or Services made in whole o n part in accordance with Customer specifications,
modification or change not made by Soantnon, n ompliance because of use of the Products or
Services in combination with items fLlmished by anyone other than Scantron, use ofthe Products in
an operating environment other thane specified In writing by Scantron, damage caused by
cadent, abuse, misuse liquid contact, powersurge, fire, earthquake or other external cause THE
WARRANTIESAND REMEDIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND ARE IN
SUBSTITUTION FOR ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF
SCANTACID EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE PRODUCTSAND SERVICES
ARE PROVIDED AS IS", AND SCANTRON DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON -
INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES
ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
10 LIMITATIONS OF LIABILITY. SCANTRONS ENTIRE LIABILITY, WHETHER IN CONTRACT, TORT
INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER LEGAL OR
EQUITABLE THEORY, FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR
ANY PRODUCTS, SERVICES, DELIVERABLES OR OTHER ITEMS FURNISHED OR TO BE
FURNISHED UNDER THIS AGREEMENT, WILL IN NO EVENT EXCEED THE FEES PAID TO
SCANTRON BY CUSTOMER FOR THE APPLICABLE ITEM WHICH ISTHE BASIS FOR THE CLAIM
DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT
GIVING RISE TO THE CAUSE OF ACTION, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY NO ACTION RELATED TO THIS AGREEMENT MAY BE
BROUGHT MORE THAN ONE YEAR AFTER THE OCCURREN OF OFTHE EVENT GIVING RISE TO
THE CAUSE OF ACTION IN NO EVENT WILL SCANTRON BE LIABLE TO CUSTOMER OR ANY
OTHER PERSON OR ENTITY FOR LOST DATA, LOST PROFITS, INTEREST OR COST OF MONEY,
OR FOR COVER, OR FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF SCANTRON'S PERFORMANCE OR
NONPERFORMANCE OR THE USE OF, INABILITY TO USE OR RESULTS OF USE OF ANY
PRODUCTS, SERVICES, DELIVERABLES, OR OTHER ITEMS
11. INDEmiFiCATION
A. BY SCANTRON. Scantron will defend Customer against any third! -party calm based upon
infnngement of any U S_ patent, copynght or trademark by the Products (not including the
Independent Third -Party Products), provided that Customer promptly notifies SeSfuran of such
proceeding, Scantron has exclusive control over the defense and settlement of the proceeding,
Customer provides reasonably requested assistance in the defense and settlement of the
proceeding, and Customer complies with any settlement or court order made In Conn ectien with
such proceeding Scantron will in den nliy Customer against any and all damages, costs and
attorneys' fees finally awarded against Customer In any such proceeding, reimburse Customers
ne ble, out-0f-pocket expenses incurred in providing assistance requested by Scantron, pay
any amountsagra d by Scantronin settlementefanydaims oflnfhngement Scantron's obligations
under this Section will not apply to any infringement ansln9 out of a ombination of the
Products with produ cts, goods, service— otiffe, items not furnished foruse with the Products and/Cr
Services by Scantron, modification or change not made by Scantron, use of an infringing version of
the Products when a comparable non-Unnging version has been made available to Customer, o
Products dev el oped to specifications which Customer has supplied or required of Scantron In the
vent that Scantron reasonably believes it will be required to discontinue offering me Products,
Scantron wll, at its option, do one ofthe following' obtain for Customer the right to continue use of
the Products, modify the Products to make them norrinfringing', or if Scantron Ie not reasonably able
to acoomplish the foregoing, terminate Customers nghtte use the infnnging Products and rotund to
Custo m era pmrata portion ofthe fees Customerpald to Scantron for such Products, amortized on
a three year sure fight Ilne basis from the date of delivery THIS SECTION STATES THE ENTIRE
LIABILITY OF SCANLEON WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL
PROPERTY RIGHT BY ANY PRODUCTS, SERVICES, WORK PRODUCT OR OTHER ITEMS
FURNISHED UNDER THIS AGREEMENT.
A. BY CUSTOMER. Custemerwlll Indemnify, defend and hold harmless Scantron, and Its parents,
su bsi d ianes, affiliates, and theirrospecfive, officers, employees, directors, and representatives
("Scantron Parties') from any claims Causes
of act on, costs (i ncl using, renable attorneys'
fees) and any other tab ifiees C f an y nature ansing from or related to any third -party claims arising
or to Jared to Custom Productions and/or Customer Content, Customer's breach or alleged
breach ofthis Agreement, Customers violation of any applicable law, regulation, or rights of a
third party
SON WORIIJW BE, LLC D/B/A "SCANTRON
STANDARD TERMS AND CONDITIONS
HARDWARE, SOFTWARE AND SERVICES
12. MISCELLANEOUS.
A. No WAIVER. The failure of either party to enforce any rights under this Agreement or to take
action against the other party will not be deemed a waiver by that party as to subsequent
enforcement of rights
B ASSIGNMENT The Agreement may not be assigned Or transferred in any Way by Customer
without So
pnorwntten consent. Attempted assignments without Scantron consent are void
C NOTICES Notices shall be in venting and delivered by hand, mail orcouner and will be deemed delivered
only upon receipt, provided, that notices for non -renewal of Software subscriptions may be emailed to
"I momem Irr:essr—cantrnn min
DI
E PUTES; APPLICABLE LAW ANo VENUE. Th le Agreement will be ITe 1p reted, construed an'
enforced in all respects in accordance with the local laws ofthe State of Minnesota, USA, orthe
laws ofsuch other mate as Identified In a Schedule, without reference to Its Choice of laws on naples.
Gusto m air and Scantron each waive application of the 1980 UN Convention on Contracts for the
International Sale of Goods_ In the event of a dispute, the Comes win first attempt to resolve the
matter informally through good faith negotiations involving executives from each party. Failing
resolution, the parties agree to mediation administered by the American Arbitration Association
The costs ofinediation shall be shared equally by the parties All disputes shall be brought In the
federal or state court with jurisdiction over residents of Dakota County, Minnesota, o such other
venue as Is spoofed in a Schedule, and each party consents to the exclusive jurisdiction of such
courts
E EQUAL EMPLOYMENT OPPORTUNITY, AFFIRMATIVE ACTION. In connection with Scontron's
performance under this Agreement, unless exempt, the Equal 0pportunby Clauses as set forth in
Section 202 of Executive Order 11246, as amended, 41 C F R. § 1 Via), Section 402 ofthe Vletn ern
Era Veterans Readjustment Act of 1974, as amended, 41 C F.R_ § 250 5(a), Section 503 of the
Rehabilitation Act of 1973, a ended, and 41 C F R § 741 5(a) are incorporated by reference
Scantron has developed and maintains an affirmative action program.
F. INSURANCE. Each party shall carry and maintain in effect atoll times during the term ofthis Agreement
commercially reasonable levels of insurance consistent with reasonable industry practices and all
insurance required by law In orderto cover any actions, claims, orliebi lities related to this Agreement
G. REST ICTED RIDHTE. If Customer Is the United States Government or any agency Crinstmamentallty
thereof, the Software and Documentation are provided with RESTRICTED RIGHTS Use, duplication or
disclosure by the United States Government is subject to restriction as set forth in (I) subparagraph
(c)(1)(ii) of the Rights In Technical Data and Computer Software cause at DFAR 252. 227-7013 (October
1988), if Customer is subject to Department of Defense Federal Acquisition Regulations, or (II) FAR
52.227-19 (June 1987), if Customer is not subject to the DFAR, but is the United States Government or
any agency orinstum ehtality thereof The "manufacturer' or"contractor ', for purposes of such provisions,
Is "N Worldwide, LLC d/b/a "Scantron 9720 Wilshire Boulevard, 6'" FL, Beverly Hills, CA 90212 The
Software Is a "co real item" as that term is defined at 48 C F P 2101 (ON 1995), Consisting of
"commercial computer sofMrare'"and "commercial computer software documentation," as such terrns are
used In 48 C.F.R. 12212 (Sept 1995). Consistent with 48 C F R 12212 and 48 C F R. 227-7202-1
through 22772021 (June 1995), all US. Government End Users acquire the Software and
Documentation with only those rights set forth herein.
H. COMPLIANCE WITH LAWS. Customer shall, at all times, use the Products and Services in Compliance
with all applicable laws, including observing the terms and conditions of its own privacy policies and
applicable copynght laws when requesting the design and printing of fomis
INTERPRETATION. The term "including In this Agreement will be interpreted broadly an will mean
"I ndudi ng, without limitation." Titles are for convenience only and will not be considered when interpret ng
this Agreement This Agree ent Is deemed mutually drafted by both part es, and for purposes of
interpreting any ambiguity or uncertainty In this Agreement neither party shall be considered the drafter
Each party further acknowledges having had the oppoitunky to consult with legal counsel before signing
this Agreement and has done so to their satisfaction
ENTIRE AGREEMENT. This Agreement In conjunction With the applicable Order and Schedules
supersedes any antl all prior agreements among the parties related to the Products, the Services and any
other To ms provided hereunder. No modification of any ofthe provisions of this As, wtll be valid
set forth in wntten Instrument signed by both parties which specficallyldenhfies theapplicable
provision In this Agreement as being superseded thereby. If any provision of this Agreement is found to
be nvolid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent
of the provision or, if modification is not possible, will be severed from this Agreement and will not affect
the enforceability of any other prevision
-END-
PAGE 2 OF 2
CONHDENTIA'
Vendor Services Agreement Page 17 of 18
Exhibit D
Sole Source Letter
SCANT RON,
SMART STARTS HERE
SUBJECT: 2025 SOLE SOURCE CERTIFICATION
To Whom It May Concern:
For more than fifty years, Scantron has helped education, commercial and government
organizations worldwide measure and improve effectiveness with data collection, assessment,
and survey solutions. The company manufactures and services scannable data collection
products, including printed forms, scanners and related software, for major mission -critical
data collection projects.
Scantron is the inventor and manufacturer of Optical Mark Reading (OMR) scanners and holds
intellectual property protections relating to the technology used in its iNSIGHT'" and OpScan'
product lines, as well as its proprietary software, ScanTools° and ScanTools° Prisma. These
products are used for resolving optical marks including accurate determination of intended
marks versus erasures. Scantron's image -based scanners can also capture machine printed
characters, hand -printed characters, and bar codes directly into full or partial image clipsfor
storage/retrieval systems.
While Scantron is not the manufacturer of Remark software, Scantron is the sole reseller of
the version of Remark labeled "Remark Classic OMR 7 Scantron". This version of Remark
includes Scantron's proprietary software, ScanTools Plus and ScanTools Prisma, which are
required to work with Scantron's iNSIGHT imaging scanners, as well as Scantron's production
scanners. Remark Classroom Edition is a version of Remark Classic OMR 7 Scantron, which
is only sold as a bundle with the Scantron Score scanner.
This letter is to confirm that SCN Worldwide, LLC d/b/a Scantron ("Scantron"),is the sole
authorized provider for Remark in the United States and has not authorized any other parties
to provide maintenance and support of our products. Consequently, Scantron is the sole
provider of maintenance and support for Remark.
Sincerely,
Mary Michael Sellers
Senior Vice President and General Manager
SCN Worldwide, LLC
Authorized Signatory
1313 Lone Oak Road, Eagan, MN 55121 1 800 722.6876 1 vwm.scantron.com
Vendor Services Agreement Page 18 of 18