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HomeMy WebLinkAbout065492 - General - Contract - FOAMfratCSC No. 65492 ADDENDUM TO FOAMFRAT, LLC'S TERMS OF SERVICE BETWEEN THE CITY OF FORT WORTH AND FOAMFRAT L.L.C. This Addendum to the FOAMFRAT L.L.C. Terms of Service ("Addendum") is entered into by and between FOAMFRAT L.L.C. ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: OFFICIAL RECORD 1. The FOAMFRAT L.L.C. Tems of Service; CITY SECRETARY 2. FOAMFRAT L.L.C. Quote No. 00000814; and 3. This Addendum. FT. WORTH, TX Notwithstanding any language to the contrary in the attached terms of service and quote (collectively referred to herein as the "Agreement"), the parties 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 commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall expire one year later ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for up four one-year renewal periods at the City's option, each a "Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching parry must cure the breach ten (10) calendar days after receipt of notice from the non -breaching parry, 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 the Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Addendum Pagel of 8 Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. 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. 7. Limitation of Liability and Indemnity. Vendor agrees the exclusions or limits of liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity Addendum Page 2 of 8 obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 8. 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). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 9, 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 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 to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 9. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees 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 Addendum Page 3 of 8 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. 10. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 11. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 12. 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. 13. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 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 Addendum Page 4 of 8 terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 14. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 15. Insurance. 15.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 15.1.1. Commercial General Liability: 15.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 15.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. 15.1.1.3. Defense costs shall be outside the limits of liability. 15.1.2. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 15.1.3. Technology Liability (Errors & Omissions) 15.1.3.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 15.1.3.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 15.1.3.3. Coverage shall include, but not be limited to, the following: 15.1.3.3.1. Failure to prevent unauthorized access; 15.1.3.3.2. Unauthorized disclosure of information; Addendum Page 5 of 8 15.1.3.3.3. Implantation of malicious code or computer virus; 15.1.3.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 15.1.3.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 15.1.3.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 15.1.3.3.7. Any other insurance as reasonably requested by City. 15.2. General Insurance Requirements: 15.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 15.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 15.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 15.2.4. 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 Addendum Page 6 of 8 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. 15.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 15.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. (signature page follows) Addendum Page 7 of 8 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City of Fort Worth: V961. wr'A� By: Valerie Washington (Jun 25, 2026 16:16:07 CDT) Name: Valerie Washington Title: Assistant City Manager Date: FOAMFRAT L.L.C. : By: /!�V' &I Name: Brian King Title: CEO Date: 6/17/2026 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Dr. Jeffrey Jarvis Title: Medical Director, Office of Medical Director Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: N/A 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: - oe�6 Name: Dwayne Howerton Title: Deputy Director, Office of Medical Director po> � PORT�9A0 Od City Secretary: dawn T°nEX6p°56o By: Jannette S. Goodall Title: Acting City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 8 of 8 6/9/26, 12:46 PM Terms & Conditions I FOAMfrat Terms & Conditions Terms & Conditions Terms of Service Updated: 8/29/2024 READ CAREFULLY - THIS IS A CONTRACT BETWEEN FOAMFRAT L.L.C. ("FOAMfrat") AND YOU, A USER OF FOAMFRATS WEBSITE OR SERVICES PROVIDED THEREON. Welcome to foamfrat.com or a related family of informational, educational, and/or e-commerce website domains (the "Sites"). The Sites are comprised of various web pages operated by FOAMfrat L.L.C. ("FOAMfrat"). The Sites are offered to you ("You" or the "User") conditioned on your acceptance of the terms, conditions, and notices contained herein (the "Terms"). Your use of the Sites constitutes your agreement to the Terms. By using the Sites, you acknowledge that your adherence to each provision of these Terms is critical for maintaining the safe, secure, inclusive, and educational atmosphere that FOAMfrat seeks to promote on the Sites. You agree that your violation of any of the Terms constitutes a material breach of these Terms. If you breach the Terms, FOAMfrat reserves the right to pursue all remedies allowed under law and equity, in addition to but not limited to revoking your right to use the Sites. Please read these terms carefully and keep a copy of them for your reference. Privacy Your use of the Sites is subject to FOAMfrat's Privacy Policy, which is incorporated by reference herein in its entirety. Please review the most current Privacy Policy, which also governs the Sites and informs Users of FOAMfrat data collection, data retention, and data security practices. This policy is available for access through the hyperlinks in this paragraph and in the footer of any of the Sites and uniformly applies to all sites maintained by FOAMfrat. User Account(s) If you use any of the Sites, you are responsible for maintaining the confidentiality of the unique account (which is identified by your unique username and password) via which you may access the Sites ("User Account"). You are also responsible for restricting access to your User Account and for all activities that occur using or relating to your User Account. Your User Account is unique to you, and you will not assign or otherwise transfer your User Account to any other person or entity. You acknowledge and agree that FOAMfrat is not responsib e for third -party access to your User AccountBLOG su COURSES or CORPORATEion DOCUMENTARIES FOAM POCKET G lir of s reserve the right to refuse or cancel your service, terminate your User Accounts, remove FREE STUFFnt in STORE ur posts, messages, or other content on the Sites provided you, at FOAMfrat's sole discretion. https://vvww.foamfrat.com/termsofservice 1 /11 6/9/26, 12:46 PM Terms & Conditions I FOAMfrat Use of Site by Minors By using any of the Sites, you affirm that you are either: (1) at least 18 years of age (or a legally emancipated minor) and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms; or (2) have express permission for your use of the Sites by your parent or legal guardian, and your parent or legal guardian has consented to these Terms on your behalf. If you are under 18, you may use the Sites only with the permission of a parent or guardian. In any case, you affirm that you are at least 13 years of age. If you are under 13 years of age, you may not use the Sites without the assistance and direct supervision of a parent or guardian. FOAMfrat does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. In the event that FOAMfrat does inadvertently collect any personal information of any person under the age of 13, FOAMfrat will return or delete such information upon notification or recognition that such information relates to a person under the age of 13. FOAMfrat's policy regarding Users under the age of 13 years follows the Children's Online Privacy Protection Act (COPPA), 15 U.S.C. 6501-6508, and related regulations. Cancellation & Refund Policy FOAMfrat wants all Users to be satisfied with every purchase of FOAMfrat Studio. If you are not completely satisfied with your course, we offer a refund under the following conditions: • Refund: You may request a refund for your online course purchase within five days of the purchase date. • Refund Amount: If you are eligible for a refund, you will receive a full refund of the course fee paid. • Exceptions: This refund policy does not apply to any courses that have been completed, certificates earned, or course materials downloaded. The refund policy applies only to allowable requests for online purchases within five days of the purchase date. • Timeframe for Cancellations: You may cancel your subscription at any time. However, if you wish to avoid being charged for the next billing period, you must cancel before the renewal date. The renewal date is listed in your account dashboard and in the email notifications that we send to you. • Fees: There are no fees associated with cancellations and refunds of FOAMfrat Studio. • Process for Cancellations and Refunds: To cancel your subscription, you may do so by logging into your account dashboard and selecting the "cancel subscription" option. Alternatively, you may contact our customer support team at support@foamfrat.com and request to cancel your subscription. Once we receive your cancellation request, we will process it within two business days. It may take an additional five to seven business days for the refund, if any, to appear on your credit card statement. Links to Third -Party Sites/Third-Party Services The Site BLOG co COURSES oth CORPORATE nke DOCUMENTARIES ites ar(PIQCKET GUIEPE S co of FOAMfrat. You acknowledge and agree that, as between you and FOAMfra SIGN IN not res FREE STUFF ec STORE any Linked Site, including without limitation any lin con ne https://www.foamfrat.com/termsofservice 2/11 6/9/26, 12:46 PM Terms & Conditions I FOAMfrat in a Linked Site, or any changes or updates to a Linked Site. FOAMfrat provides these links to you only as a convenience, and the inclusion of any link does not imply endorsement by FOAMfrat of the site or any association with its operators. Certain services made available via the Sites are delivered by third -parties ("Approved Third - Parties"). By using any product, service, or functionality originating from the Sites, you hereby acknowledge and consent that FOAMfrat may share such information and data with any Approved Third -Parties with whom FOAMfrat has a contractual relationship to provide a requested product, service, or functionality. Certain services delivered by Approved Third -Parties may include the ability to borrow money. We make those services available "as -is" and with no warranties. Before using those services, we recommend reviewing your rights under federal and state law, including at https://www.federalreserve.gov/supervisionreg/reqzcq.htm and https://www.fdic.gov/regulations /laws/rules/6500-200.html. No Unlawful or Prohibited Use/Intellectual Property Under this Agreement, you are granted a non-exclusive, non -transferable, revocable license to personally access and use the Sites and associated content strictly in accordance with these Terms. As a condition of your use of the Sites, you represent and warrant to FOAMfrat that you will not use the Sites for any purpose that is unlawful and/or prohibited by these Terms. You may not use the Sites in any manner which could damage, disable, overburden, or impair the Sites or interfere with any other party's use and enjoyment of the Sites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Sites. All content included as part of the Sites, such as text, graphics, logos, images, videos, educational structure, as well as the compilation thereof, and any software used on the Sites, is the property of FOAMfrat or its suppliers and is protected by trademark, copyright, and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content and will not make any changes thereto. You will not duplicate, modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on any Site. FOAMfrat content is not for resale. Your use of the Sites does not entitle you to make any unauthorized use of any FOAMfrat content, and in particular, you will not reproduce, delete, or alter any proprietary marks, rights, or attribution notices in any content. You may use FOAMfrat content solely for your personal education or reference, and you will make no other use of the content without the express written permission of FOAMfrat. You acknowledge and agree that you do not acquire BLOG a COURSESin a CORPORATE e S DOCUMENTARIES of grant�PCKET GUIDIS ex s or implied, to the intellectual property of FOAMfrat or our licensors except as SIGN IN authori FREE STUFF rmSTO RE https://www.foamfrat.com/termsofservice 3111 6/9/26, 12:46 PM Terms & Conditions I FOAMfrat Screen capture of any kind (screenshots/images, or screen capture/video, or photographs) is strictly prohibited. Any User who is found to have violated this term is subject to all applicable penalties under law and equity, including but not limited to, the immediate deactivation of their User Account(s), forfeiture of access to any and all FOAMfrat websites, including FOAMfrat Studio and including any formerly purchased online courses hosted on the Sites, without notice and without refund. In addition, Users who violate this term are subject to prosecution under U.S. and/or international copyright and/or trademark laws. This policy may be implemented at the sole discretion of FOAMfrat and may not be appealed. Use of Communication Services The Sites may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree that you will use the Communication Services to post, send, and receive only messages and material that are proper and related to the particular Communication Service. By way of non -limiting examples, you agree that when using a Communication Service, you will not: • A) Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; • B) Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information; • C) Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; • D) Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; • E) Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; • F) Conduct or forward surveys, contests, pyramid schemes, or chain letters; • G) Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; • H) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; • 1) Restrict or inhibit any other user from using and enjoying the Communication Services; • J) Violate any code of conduct or other guidelines which may be applicable for any Communication Service; • K) Harvest or otherwise collect information about others, including e-mail addresses, without their consent; or • L) Violate any applicable laws or regulations. FOAM BLOGno o COURSES mo CORPORATE uniDOCUMENTARIES ever, POCKET GUIa S th ht to review materials posted to a Communication Service and to remove any SIGN IN FREE STUFF STORE https://www.foamfrat.com/termsofservice 4/11 6/9/26, 12:46 PM Terms & Conditions I FOAMfrat sole discretion. FOAMfrat reserves the right to terminate your access to any or all the Communication Services at any time without notice for any reason whatsoever. FOAMfrat reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or remove any information or materials, in whole or in part, at FOAMfrat's sole discretion. Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. FOAMfrat does not control or endorse the content, messages, or information found in any Communication Service and, therefore, FOAMfrat specifically disclaims any liability regarding the Communication Services and any actions resulting from your participation in any Communication Service. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction, and/or dissemination. You are responsible for adhering to such limitations if you upload the materials. Material Provided to the Sites FOAMfrat does not claim ownership of the materials you provide to the Sites (including feedback and suggestions) or post, upload, input, or submit to the Sites or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing, or submitting your Submission, you are granting FOAMfrat, our affiliated companies, and sublicensees permission and a fully paid -up, irrevocable, worldwide, non-exclusive right to use your Submissions (including without limitation, the right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission; and to publish your name in connection with your Submission) for any purpose, including but not limited to purposes in connection with the operation of FOAMfrat's business. You agree not to enter individually identifiable health information into the Sites. Please keep in mind that if you directly disclose individually identifiable health information through a Site, such information may be collected and used by others, for which you may be legally liable. No fees will be paid with respect to FOAMfrat's use of your Submission, as provided herein. FOAMfrat is under no obligation to post or use any Submission you may provide and may remove any Submission at any time at FOAMfrat's sole discretion. By posting, uploading, inputting, providing, or submitting your Submission, you warrant and represent that you own or otherwise control all the rights to your Submission as described in this section, including, without limitation, all the rights necessary for you to provide, post, upload, input, or submit the Submissions and for you to grant the license(s) to FOAMfrat described above. Making Claims of Infringement FOAMfrat will promptly investigate legitimate claims of alleged infringement of copyright and other intellectBLOG pe COURSES ke CORPORATE ion DOCUMENTARIES illenniuPOCKET GUIEJ%S (" A") and other applicable intellectual property laws. Upon receipt of a notificatio SIGN IN substa FREE STUFFce wS-I'70 E_ MCA (17 U.S.C. Section 512(c)(3)), FOAMfrat may act prom https://www.foamfrat.com/termsofservice 5/11 6/9/26, 12:46 PM Terms & Conditions I FOAMfrat remove or restrict access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act promptly to remove or restrict access to any reference or link to material or activity that is claimed to be infringing. FOAMfrat may terminate access for Users of any of the Sites who infringe on the intellectual property of others. Adequate notification of alleged infringement must provide a written communication to the attention of "FOAMfrat DMCA Agent" at support@foamfrat.com that sets forth the information specified by the DMCA. Counter -Notification: If FOAMfrat removes or disables access to material in response to an infringement notice, FOAMfrat may make reasonable attempts to contact the owner, administrator, or poster of the affected material. If your material has been removed or disabled by FOAMfrat, and you believe that your material does not constitute copyright infringement, you may provide us with a counter -notification by written communication to the attention of "FOAMfrat DMCA Agent" at support@foamfrat.com that sets forth all of the necessary information required by the DMCA. PLEASE NOTE: You may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommend seeking the advice of an attorney. Delays and Access to Site Any of the Sites may be subject to delays, failures, and other problems inherent in the use of the Internet and electronic communications. FOAMfrat is not responsible for any delays, failures, or other damage resulting from such problems. International Users The Service is controlled, operated, and administered by FOAMfrat from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all applicable laws at your location. You agree that you will not use the FOAMfrat Content accessed through the Sites in any country or in any manner prohibited by any applicable laws, restrictions, or regulations. Indemnification You agree to indemnify, defend, and hold harmless FOAMfrat, its owners, managers, officers, directors, employees, agents, users, successors, suppliers, and assigned third -parties for any claims, losses, costs, liabilities, demands, and expenses (including reasonable attorney's fees and court costs) relating to or arising out of your use of or inability to use the Sites or services, any user postings made by you, your negligent, intentional or willful violation of any terms of these Terms, your violation of any rights of or cause of harm to a third party, or your violation of any applicable laws, rules, or regulations. FOAMfrat reserves the right, at its own cost, to assume the exclusive defenseBLOG nt COURSES tter CORPORATE ect DOCUMENTARIES you, i POCKET GUIaS w y cooperate with FOAMfrat in asserting any available defenses. SIGN IN FREE STUFF STORE https://www.foamfrat.com/termsofservice 6/11 6/9/26, 12:46 PM Arbitration Terms & Conditions I FOAMfrat In the event that any dispute between you and FOAMfrat (collectively the "Parties") arising out of or concerning these Terms, or any provisions hereof, are not able to be resolved, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the Parties, in a location mutually agreed upon by the Parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding, or arbitration arises out of or concerns these Terms, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The Parties agree to arbitrate all disputes and claims in regard to these Terms or any disputes arising as a result of these Terms, whether directly or indirectly, including Tort claims that are a result of these Terms. The Parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms. Class Action Waiver Any arbitration under these Terms will take place individually; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH INDIVIDUAL'S CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE, AND/OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and FOAMfrat agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. Liability Disclaimer The information, software, products, and services included in or available through the Sites may include inaccuracies or typographical errors. Changes are periodically added to the information herein. FOAMfrat and/or its suppliers may make improvements and/or changes to the Sites at any time without notice. FOAMfrat (and/or FOAMfrat on behalf of its suppliers) makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained on the Site for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided "as is" without warranty or condition of any kind. FOAMfrat and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, and relaBLOG phi 'COURSES all CORPORATEnties®OCUMENTARIES hantaPOCKET GUIaS p ar purpose, title, and non -infringement. SIGN IN FREE STUFF STORE https://www.foamfrat.com/termsofservice 7/11 6/9/26, 12:46 PM Medical Disclaimer Terms & Conditions I FOAMfrat All educational content, including courses, videos, articles, and other materials provided by FOAMfrat, is intended for informational and educational purposes only. Such content is not medical advice, diagnosis, or treatment, and should not be relied upon as a substitute for professional medical judgment. Users are solely responsible for ensuring that any actions taken based on FOAMfrat content are within their scope of practice, consistent with their professional training, and compliant with applicable laws, regulations, and local protocols. FOAMfrat and/or its suppliers shall not be liable for any injury, harm, or damages resulting from the application or misuse of any information obtained through the Site or FOAMfrat services in a clinical or operational setting. User -Generated Content Disclaimer FOAMfrat may allow users, instructors, or third parties to upload, create, or share educational content on the Site. FOAMfrat does not warrant, endorse, or assume responsibility for the accuracy, completeness, or safety of any user -generated content. The individual who uploads or provides such content is solely responsible for ensuring its accuracy, appropriateness, and compliance with applicable laws, regulations, and professional standards. FOAMfrat shall not be liable for any injury, harm, or damages arising from the use of, reliance upon, or participation in any user -generated content, whether in an educational, clinical, or operational context. To the maximum extent permitted by applicable law, in no event shall FOAMfrat and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with the use or performance of the Site, with the delay or inability to use the Site or related services, the provision of or failure to provide services, or for any information, software, products, services, and related graphics obtained through the Site, or otherwise arising out of the use of the Site, whether based on contract, tort, negligence, strict liability, or otherwise, even if FOAMfrat, LLC or any of its suppliers has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the Site, or with any of these Terms of use, your sole and exclusive remedy is to discontinue using the Site. Termination/ Access Restriction FOAMfrat reserves the right, in its sole discretion, to terminate your access to the Sites and the related services or any portion thereof at any time, without notice, and without refund of any monies paid for the services. Upon such termination, you must immediately cease access and use of the Sites, the related services, and/or any portion thereof. To the maximum extent permitted by law, these Terms shall be governed and interpreted by the laws of the State of Wisconsin without regard to its conflicts of law provisions. Sole and exclusive jurisdiction and venue for any dispute concerning these Terms shall be in the federal or state courts located in the State of Wisconsin, and each pa BLOC by 'COURSESsole CORPORATEpers DOCUMENTARIES a StatePOCKET GUIaS a h dispute and irrevocably waives any and all rights to object to such jurisdicti SIGN IN FREE STUFF STORE; https://www.foamfrat.com/termsofservice 8/11 6/9/26, 12:46 PM Terms & Conditions I FOAMfrat Sites is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section. You agree that no joint venture, partnership, employment, or agency relationship exists between you and FOAMfrat as a result of these Terms or use of the Site. FOAMfrat's performance of these Terms is subject to existing laws and legal processes, and nothing contained in these Terms is in derogation of FOAMfrat's right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Sites or information provided to or gathered by FOAMfrat with respect to such use. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect. Entire Agreement Unless otherwise specified herein, these Terms constitute the entire agreement between you and FOAMfrat with respect to the Sites and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and FOAMfrat with respect to the Sites. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that these Terms and all related documents be written in English. Changes to Terms FOAMfrat reserves the right, in its sole discretion, to change the Terms under which the Sites are offered without notice. The most current version of the Terms will supersede all previous versions. FOAMfrat encourages you to periodically review the Terms to stay informed of our updates. Contact Us FOAMfrat welcomes your questions or comments regarding the Terms: FOAMfrat, LLC 651 Valley Rd, Suite 1536 Hockessin, DE 19707 Email Address: support@foamfrat.com Telephone number: 888-668-1886 CAPCE Statement As a requirement of the Commission on Accreditation for Prehospital Continuing Education (hereafter known as "CAPCE") accreditation, FOAMfrat will submit a record of your course completions to the CAPCE Accreditation Management System (hereafter known as "AMS"). Your course BLOG on COURSES b CORPORATE r sh DOCUMENTARIES tors aRQCKET GUIaS tr g officers, and NREMT on a password -protected, need -to -know basis. In additi SIGN IN FREE STUFF STORE https://www.foamfrat.com/termsofservice 9111 6/9/26, 12:46 PM Terms & Conditions I FOAMfrat understand that you may review your record of CAPCE-accredited course completions by contacting CAPCE. Criteria for Awarding Contact Hours for Live and Online Courses • Students must attend the entire education session. • Complete/submit the evaluation form. • Score at least an 80% on post-test. Approved Activity information FOAMfrat is accredited as a provider of nursing continuing professional development by the American Nurses Credentialing Center's Commission on Accreditation. Stay informed enhance your learnin, Conflicts and Disclosures Statements The planners and presenters of this act expel ence. financial relationships with ineligible companies. ILOG COURSES CORPORATE © 2025 FOAMfrat. All rights reserved BLOG COURSES DOCUMENTARIES POCKET GUIDES FREE STUFF Privacy Policy Terms & Conditions CORPORATE DOCUMENTARIES POCKET GUI a SIGN IN ST1 FREE STUFF STORE https://www.foamfrat.com/termsofservice 10/11 6/9/26, 12:46 PM Terms & Conditions I FOAMfrat https://www.foamfrat.com/termsofservice 11 /11 QUOTE / FOAM `1 FOAMfrat 10721 West Capitol Drive Suite 105 #1014 Wauwatosa. WI 53222 Created Date 6/9/2026 Last Modified Date 6/9/2026, 12:49 PM Expiration Date 8/1/2026 Quote Number 00000814 Prepared By Brittany Grandfield Contact Name Mike Verkest Phone (402)513-0880 Phone (817)953-3138 Email brittany@foamfrat.com Email mike.verkest@fortworthtexas.gov Account Name City of Fort Worth- Office of the Medical Director Comprehensive Continuing Education & Learning Management System with 200+ FOAMfrat hours of CAPCE and ANCC accredited distributive (on -demand) education. $159.99 Access to FOAMfrat's virtual instructor -led weekly live classes. $95.99 70.00 $6,719.30 Studio LMS 40 and 100-hour IBSC-approved FP-C / CCP-C Refresher Programs. Create, Assign, Manage, and track your team's education. Manager & Allows users to both oversee team activity and build content. As a Manager, users Creator $0.00 can assign courses, track learner progress, and manage team settings. As a $0.00 1.00 $0.00 Access Creator, they can develop and publish educational materials, including lectures, quizzes, and modules. Onboarding $0.00 Virtual session provides a guided walkthrough of the platform, key features, and $0.00 1.00 $0.00 best practices to ensure a smooth and successful start. Single Sign Enables users to access FOAMfrat using their existing organizational credentials On $5,000.00 with seamless Single Sign -On (SSO) integration. This feature streamlines user $1,000.00 1.00 $1,000.00 authentication, enhances security, and simplifies account management by allowing Integration login through identity providers such as Google, Microsoft, Okta, and others. Subtotal $7,719.30 Discount 0.00% Total Price $7,719.30 Grand Total $7,719.30 Subscription & Payment Terms Renewal Policy: Subscriptions are not automatically renewed. Renewal eligibility is based on customer needs and is reviewed approximately 60 days before the subscription expires. Annual Pricing Adjustment: Any annual price increase, including those impacted by prior discounts, will not exceed 3% without prior written approval. Invoice Terms: All payments are due in accordance with the net terms specified on the invoice. Additional Users: Additional FOAMfrat Studio users can be added at any time, prorated based on your agency's renewal date, by contacting sales(a foamfrat.com. Quote Acceptance & Accounts Payable Contact www.foamfrat.com 1 888-668-1886 1 sales@foamfrat.com QUOTE By signing below, the customer agrees to the pricing, payment terms, and conditions outlined above. Name: Title: Signature: Date: Accounts Payable Email: Signature:5� Email: allison.tidwell@fortworthtexas.gov www.foamfrat.com 1 888-668-1886 1 sales@foamfrat.com FORT WDRTH,) City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: VSA - FOAMfrat C�S�O# 65492 gA�iso, n Tidwell Jul 8, 2026 Subject of the Agreement: Vendor service agre ment to provide access to critical care and mobile health paramedic advanced education to maintain requii d board certification in maintenance of credentialing through a subscription model. M&C Approved by the Council? * Yes ❑ No a Ifso, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No a Ifso, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No a If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No a If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 6/1 /2026 If different from the approval date. Expiration Date: N/A If applicable. Is a 1295 Form required? * Yes ❑ No a *Ifso, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑ No 01 Contracts need to be routed for CSO processing in the following order: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.