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HomeMy WebLinkAbout066056 - General - Contract - FlightBridgeED, LLC.CSC No. 66056 FLIGHTBRIDGEED CONFIDENTIAL FlightBridgeED, LLC. Educational Services This Educational Services Contract (this "Agreement") is entered into by and between FlightBridgeED, LLC, a Kentucky limited liability company having its principal place of business at 996 Wilkinson Trace, Suite A4, Bowling Green, Kentucky 42103 ("Provider"), and the City of Fort Worth, a Texas home -rule municipal corporation, by and through its Office of the Medical Director ("Client" or the "City"), as of the latest date appearing next to their respective signatures below (the "Effective Date"). Unless terminated earlier in accordance with the terms of this Agreement, this Agreement shall remain in effect for a period of three (3) years from the Effective Date (the "Term"). Authority; Procurement Compliance. Client represents and warrants that (a) the execution, delivery and performance of this Agreement have been duly authorized by all action necessary under the City's charter, ordinances and administrative policies; (b) the individual executing this Agreement on Client's behalf holds delegated authority sufficient to bind the City; (c) this Agreement constitutes the legal, valid and binding obligation of the City, enforceable against it in accordance with its terms; and (d) the procurement of the Services complies with applicable Texas law, including Chapter 252 of the Texas Local Government Code, the Services constituting a procurement for personal or professional services exempt from competitive bidding under Section 252.022(a)(4) or being otherwise lawfully procured. Client shall not assert any defect in the authorization or procurement of this Agreement as a defense to payment for Services actually rendered and accepted. Interstate Commerce. The parties acknowledge that Provider is organized under the laws of the Commonwealth of Kentucky, performs the Services from facilities located outside the State of Texas, and delivers the Courses asynchronously via the internet and the Books by interstate shipment. The parties agree that Provider's performance hereunder constitutes transacting business in interstate commerce within the meaning of Section 9.251(1) of the Texas Business Organizations Code, and that neither the execution nor the performance of this Agreement shall of itself be construed to require Provider to register as a foreign entity in Texas. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX FlightBridgeED, Educational Services for The City of Fort Worth US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL Preliminary Statement A. Provider offers educational services as outlined below. B. Client desires to engage Provider to render the products and services described below under "Scope and Manner of Services" (the "Services"). C. Provider desires to provide the Services to Client in exchange for the consideration described below under "Payment for Services Rendered." Agreement In consideration of the mutual covenants and promises contained herein, as well as the advantages accruing to the parties hereto and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Scope and Manner of Services Products and Services to Be Rendered by Provider — Provider will provide professional education services to Client consisting of the FlightBridgeED 14 -Week Critical Care Course, a comprehensive, asynchronous online educational program designed to prepare participants for advanced critical care practice and board certification. The program includes structured weekly learning modules delivered over a fourteen (14) week period, comprehensive video -based instruction, required discussion board participation to promote collaborative learning and critical thinking, assigned readings and course materials, knowledge assessments, and supplemental educational resources. Successful completion of all required course components will result in the award of 100 continuing education (CE) hours. The Services will include the courses set forth in Section LB (the "Courses"). [100 continuing education (CE) hours will be approved and awarded by the Commission on Accreditation for Prehospital Continuing Education (CAPCE) for paramedics and the American Nurses Credentialing Center's Commission on Accreditation (ANCC) via accreditation through the Emergency Nurses Association.] Client may enroll its own personnel and may also market and provide the Courses to third -party participants throughout the Term of this Agreement. Client shall have sole discretion to establish, market, and collect enrollment fees from participants. Provider grants Client a limited, non-exclusive, non -transferable license to market and deliver the Courses and to use the associated course materials, educational content, and FlightBridgeED, Educational Services for The City of Fort Worth 2 US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL Learning Management System (LMS) solely for the administration and delivery of the Courses under this Agreement. Client shall remain responsible for payment to Provider of the agreed -upon per -student fee for each participant enrolled in the Course, regardless of the enrollment fee charged to participants. A. Course Dates: Course start dates, and scheduling will be determined at the discretion of the Client. FlightBridgeED will provide ongoing educational support, technical assistance, and consultation throughout the duration of the course, as reasonably requested by the Client and consistent with the selected course offering. B. Books — Provider will provide Client and / or each of the students the following books (the "Books"): i. Advanced Concepts in Critical Care: A Comprehensive FP -C, CCP-C review. ii. Ventilator Management: A Critical Care Perspective C. Online Materials — Provider will provide Client and/or each of the students with access to the following online learning materials via Provider's Learning Management System ("Provider's LMS"): • 14 -Week Advanced Concepts in Critical Care Course Each Student will have access to Provider's LMS for up to 1 year from first access. Provider will provide All access and use of Provider's LMS will be subject to the terms and conditions and acceptable use policies at [www.flightbridgeed.com (the "LMS Terms"). D. Client -Provided Materials —Provider will provide all instructor services for the Courses u. Payment and terms of payment for Services Rendered A. Fees. Client shall pay Provider $400.00 per participant enrolled in the Course (the "Per -Participant Fee"). Provider will invoice Client based on the number of participants submitted by Client for enrollment not later than thirty (30) days prior to the applicable Course start date, together with any participants added thereafter. Invoices are due and payable within thirty (30) days after Client's receipt of the invoice. FlightBridgeED, Educational Services for The City of Fort Worth 3 US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL B. Not -to -Exceed Amount. The total compensation payable by Client to Provider under this Agreement shall not exceed One Hundred Thousand Dollars ($100,000.00) per Contract Year. "Contract Year" means each successive twelve (12) month period commencing on the Effective Date. THE NOT -TO -EXCEED AMOUNT IS A CEILING ON CLIENT'S SPENDING AUTHORITY ONLY. IT IS NOT A MINIMUM PURCHASE COMMITMENT, A GUARANTEE OF ANY LEVEL OF ENROLLMENT, OR AN OBLIGATION OF PROVIDER TO FURNISH SERVICES, COURSES, BOOKS, LMS ACCESS OR SUPPORT HAVING A VALUE IN EXCESS OF AMOUNTS ACTUALLY INVOICED AND PAID. C. Effect of Reaching the Ceiling. Provider shall have no obligation to enroll any participant, grant LMS access, ship Books, or perform any Services to the extent doing so would cause total compensation payable in a Contract Year to exceed the Not -to -Exceed Amount. Provider will notify Client when amounts invoiced in a Contract Year reach eighty percent (80%) of the Not -to -Exceed Amount. If Client wishes to enroll additional participants in that Contract Year, the parties shall execute a written amendment increasing the Not -to -Exceed Amount before further enrollments are accepted. Provider's declining to accept enrollments under this Section is not a breach of this Agreement and gives rise to no liability. D. Prompt Payment. Payment of invoices is governed by Chapter 2251 of the Texas Government Code. Consistent with that chapter: (i) an undisputed invoice becomes overdue on the thirty-first (31st) day after the later of Client's receipt of the invoice or Provider's delivery of the Services to which it relates; (ii) overdue amounts bear interest at the rate specified in Section 2251.025; (iii) Provider may suspend performance under Section 2251.051 upon ten (10) days' written notice of nonpayment, shall not be responsible for damages resulting from such suspension, and shall be paid its reasonable demobilization and remobilization costs; and (iv) in any formal administrative or judicial action to collect an invoice payment or interest due, the prevailing party shall recover its reasonable attorney's fees under Section 2251.043. Any provision of this Agreement purporting to waive a right or remedy granted by Chapter 2251 is void under Section 2251.004. E. Taxes. Fees are exclusive of all sales, use, excise and similar taxes. Client is responsible for any such taxes assessed on the Services, Books or LMS access, other than taxes measured by Provider's net income, and shall furnish Provider a valid Texas exemption certificate for purchases made for Client's own use. CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING, COLLECTING AND REMITTING ANY TAX DUE ON ENROLLMENT FEES CLIENT CHARGES TO THIRD -PARTY PARTICIPANTS, AND PROVIDER HAS NO OBLIGATION WITH RESPECT TO SUCH TAXES. FlightBridgeED, Educational Services for The City of Fort Worth 4 US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL iii. Term. The term of this Agreement shall commence on the Effective Date and shall remain in effect for a period of three (3) years. The discounted course pricing set forth in this Agreement shall remain in effect throughout the Term, provided the Client remains in good standing under the terms of this Agreement. The right of enrolled Students to access the Provider's Learning Management System (LMS) shall survive the expiration or termination of this Agreement for the access period set forth in Section I.E, unless otherwise terminated pursuant to the LMS Terms. iv. Ownership. As between the parties, all right, title and interest to the Services and all materials distributed in connection with the Services, including through Provider's LMS, all branding or marks used in connection therewith, and all intellectual property rights therein (but excluding the Books) will at all times remain the exclusive property of Provider. Client agrees that it does not receive any rights of ownership to any of the foregoing materials, other than to the Books. Subject to Client's full payment of the fees set forth in Section II, Provider will transfer ownership of the Books to Client. V. Confidentiality. The Services and all materials distributed in connection with the Services, including through Provider's LMS, but excluding the Books, are Provider's confidential information. Client will maintain the confidentiality of Provider's confidential information in the same manner as it maintains its own confidential information of a similar type, and in no event using less than reasonable care. vi. Warranty; Disclaimer. [Provider represents and warrants that the Courses will be delivered, and the Services will be performed in a timely, competent, professional, and workmanlike manner. As Client's sole and exclusive remedy for breach of the preceding warranty, Provider will re -perform without charge any Course or Service which does not comply with such warranty so long as Client notifies Provider of the issue within thirty (30) days of performance of the applicable Course or Service.] CLIENT ACKNOWLEDGES AND AGREES THAT IT IS RESPONSIBLE FOR THE ITEMS SET FORTH IN SECTION Error! Reference source not found., AND THAT PROVIDER'S ABILITY TO PROVIDE THE SERVICES MAY BE DIMINISHED, DELAYED OR PREVENTED BY CLIENT'S FAILURE TO PROVIDE SUCH ITEMS. PROVIDER HEREBY DISCLAIMS ALL LIABILITY ARISING FROM CLIENT'S FAILURE TO PROVIDE THE ITEMS SET FORTH IN SECTION Error! Reference source not found.. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION VI, PROVIDER MAKES NO WARRANTIES WITH RESPECT TO ITS PERFORMANCE UNDER THIS AGREEMENT ANY ALL FlightBridgeED, Educational Services for The City of Fort Worth 5 US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL BOOKS AND OTHER PHYSICAL MATERIALS PROVIDED HEREUNDER. PROVIDER AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT WHICH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. Limitation of Liability. IN NO EVENT WILL PROVIDER (OR ITS SERVICE PROVIDERS OR LICENSORS) BE LIABLE TO CLIENT OR ANY OF ITS AFFILIATES UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, EVEN IF SUCH PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER, ITS LICENSORS/SERVICE PROVIDERS, AND THEIR OFFICERS, DIRECTORS, AGENTS, ATTORNEYS AND EMPLOYEES UNDER ANY THEORY OF LAW, INCLUDING NEGLIGENCE, TORT, BREACH OF CONTRACT OR OTHERWISE, FOR ANY DAMAGES ARISING UNDER THE AGREEMENT (INCLUDING FOR ANY COURSE CANCELLATION) SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID BY CLIENT TO PROVIDER PURSUANT TO THIS AGREEMENT DURING THE THREE MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. vu. IP Indemnification. A. Provider's Obligation. Subject to the limitations in this Section and in the Limitation of Liability section, Provider will defend Client against any third -party claim, suit or proceeding alleging that Client's use of the Deliverables, in accordance with this Agreement and within the scope of the license granted herein, infringes a United States patent, copyright, trademark or trade secret, and will indemnify Client against damages and costs finally awarded against Client by a court of competent jurisdiction, or agreed to in a settlement approved by Provider in writing, on account of such claim. B. Definition. "Deliverables" means the Courses, the course materials and educational content authored or licensed by Provider and made available through Provider's LMS, and the Books, in each case as furnished by Provider and unmodified. Deliverables do not include Client -Provided Materials, third - party materials, or any item not furnished by Provider. C. Exclusions. PROVIDER HAS NO OBLIGATION UNDER THIS SECTION TO THE EXTENT A CLAIM ARISES FROM: (i) MODIFICATION OR ALTERATION OF THE DELIVERABLES BY ANY PERSON OTHER THAN FlightBridgeED, Educational Services for The City of Fort Worth 6 US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL PROVIDER; (ii) COMBINATION, OPERATION OR USE OF THE DELIVERABLES WITH ANY PRODUCT, MATERIAL, CONTENT, SYSTEM OR SERVICE NOT FURNISHED BY PROVIDER, WHERE THE CLAIM WOULD HAVE BEEN AVOIDED BUT FOR SUCH COMBINATION; (iii) USE OF THE DELIVERABLES OTHER THAN IN ACCORDANCE WITH THIS AGREEMENT, THE LMS TERMS OR PROVIDER'S WRITTEN INSTRUCTIONS, OR OUTSIDE THE SCOPE OF THE LICENSE GRANTED; (iv) CLIENT -PROVIDED MATERIALS, OR CONTENT, SPECIFICATIONS, INSTRUCTIONS OR BRANDING SUPPLIED BY OR ON BEHALF OF CLIENT OR ANY THIRD -PARTY PARTICIPANT; (v) CLIENT'S CONTINUED USE OF AN ALLEGEDLY INFRINGING DELIVERABLE AFTER PROVIDER HAS MADE AVAILABLE A NON -INFRINGING OR LICENSED REPLACEMENT OR MODIFICATION; (vi) ANY DISTRIBUTION, SUBLICENSING, RESALE OR SHARING OF THE DELIVERABLES NOT EXPRESSLY AUTHORIZED BY THIS AGREEMENT; OR (vii) PROVIDER'S COMPLIANCE WITH CLIENT'S WRITTEN DIRECTION. D. Conditions; Control of Defense. Provider's obligations are conditioned on Client (i) giving Provider written notice of the claim within ten (10) business days after Client first receives notice of it, (ii) granting Provider sole control of the defense and settlement, and (iii) providing reasonable cooperation at Provider's expense. Client may participate in the defense at its own expense with counsel of its own choosing. Provider will not enter into any settlement imposing a non - indemnified monetary obligation on Client, or requiring Client to admit liability, without Client's prior written consent, not to be unreasonably withheld, conditioned or delayed. CLIENT MAY ASSUME CONTROL OF THE DEFENSE ONLY IF PROVIDER, AFTER WRITTEN NOTICE AND A FIFTEEN (15) DAY OPPORTUNITY TO CURE, FAILS TO ASSUME THE DEFENSE. IN THAT EVENT PROVIDER'S INDEMNIFICATION OBLIGATION EXTENDS ONLY TO REASONABLE DEFENSE COSTS AND TO AMOUNTS PAID IN SETTLEMENT OR JUDGMENT TO WHICH PROVIDER HAS CONSENTED IN WRITING, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD. E. Remedies. If a Deliverable is held to infringe, or in Provider's reasonable judgment is likely to be held to infringe, Provider may at its option and expense (i) procure for Client the right to continue using the Deliverable; (ii) modify the Deliverable so that it is non -infringing while remaining substantially equivalent in function; (iii) replace it with a substantially equivalent non -infringing item; or (iv) if none of the foregoing is commercially reasonable, terminate the license to the affected Deliverable and refund to Client the fees actually paid for that affected Deliverable during the twelve (12) months preceding the date the claim was first FlightBridgeED, Educational Services for The City of Fort Worth 7 US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL asserted, prorated for any portion of the Course already delivered. F. Sole and Exclusive Remedy. THIS SECTION STATES PROVIDER'S ENTIRE LIABILITY AND CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. PROVIDER'S AGGREGATE LIABILITY UNDER THIS SECTION, INCLUDING DEFENSE COSTS, SHALL NOT EXCEED THE GREATER OF (A) THE INSURANCE PROCEEDS ACTUALLY RECOVERED IN RESPECT OF SUCH CLAIM UNDER THE COVERAGE REQUIRED BY EXHIBIT A, OR (B) THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM WAS FIRST ASSERTED. THIS LIMITATION DOES NOT APPLY TO PROVIDER'S FRAUD OR WILLFUL MISCONDUCT. Vill. General Provisions 1. Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law provisions. Venue for any action arising out of or relating to this Agreement shall lie in the state district courts of Tarrant County, Texas, or in the United States District Court for the Northern District of Texas, Fort Worth Division, and each party submits to the personal jurisdiction of such courts; provided, however, that nothing in this Agreement limits Provider from pursuing any administrative remedy available under Chapter 2251 of the Texas Government Code, from filing in any other forum where necessary to preserve a limitations period, or from enforcing a judgment in any jurisdiction where Client holds assets. 2. Foreign Entity Status. Client acknowledges Provider's status as a Kentucky limited liability company performing in interstate commerce. If any tribunal determines that Provider must register under Chapter 9 of the Texas Business Organizations Code in order to maintain an action under this Agreement, (a) such determination shall not affect the validity of this Agreement or of any act performed hereunder, consistent with Section 9.051(b); (b) Provider shall be afforded a reasonable opportunity to register and cure; and (c) any applicable limitations period shall be tolled during the cure period to the fullest extent permitted by law. FlightBridgeED, Educational Services for The City of Fort Worth 8 US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL 3. Independent Contractor. Each party is an independent contractor and no provision of this Agreement renders or shall be deemed to render their relationship a partnership, joint venture, employment relationship, or agency. Nothing in this Agreement shall be considered to create more than the mutual duties, responsibilities and benefits specifically set forth herein. 4. Right to Audit. Until the expiration of three (3) years after final payment under this Agreement, Client shall have the right to examine, at Provider's principal place of business or, at Provider's election, by secure electronic delivery, those books, documents, papers and records of Provider that relate directly to transactions under this Agreement and are reasonably necessary to verify amounts invoiced and paid hereunder. Such examinations shall (i) occur not more than once in any twelve (12) month period, absent a documented good - faith indication of material error or irregularity; (ii) occur during Provider's normal working hours; (iii) be preceded by not less than thirty (30) days' advance written notice identifying the records sought; and (iv) be conducted so as not to unreasonably interfere with Provider's operations. Client's right of examination does not extend to Provider's cost structure, margins, pricing offered to other customers, personnel records, tax returns, source code, system architecture, security configurations, or any information relating to Provider's other customers or their participants. Any person conducting an examination, including any third -party auditor engaged by Client, shall execute a confidentiality agreement in a form reasonably acceptable to Provider before being granted access and shall not be a competitor of Provider. Client shall bear its own costs of examination. Records are furnished for examination only. Client shall not retain copies except as strictly necessary to document a specific finding, and shall notify Provider under Section 552.305 of the Texas Government Code of any request for public information encompassing Provider's records or materials, so that Provider may assert the exceptions available under Sections 552.110 and 552.1101 of that Code. Provider shall make a suitable location available if an on -site examination is reasonably required. 5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The exchange and delivery of this Agreement and signed counterparts by electronic mail in "portable document format" form, or any other electronic means, including FlightBridgeED, Educational Services for The City of Fort Worth 9 US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL without limitation telephonic facsimile, shall constitute effective delivery of a manually signed counterpart and may be used in lieu of the original Agreement for all purposes. 6. Execution; Electronic Signatures. Signatures delivered by electronic means, including portable document format and electronic signature platforms, are effective as original signatures, and the parties consent to the use of electronic records and electronic signatures under Chapter 322 of the Texas Business & Commerce Code. Each signatory represents that he or she is duly authorized to execute this Agreement on behalf of the party for which he or she signs. 7. Entire Agreement. This Agreement incorporates by this reference the Preliminary Statement and any Exhibits and/or schedules hereto. This Agreement contains the entire agreement between the Parties and any representations, endorsements, promises or arrangements, including those contained in any prior drafts of this Agreement, if not embodied herein, shall not be of any force or effect. Any and all prior agreements between the Parties with respect to the subject matter of this Agreement are superseded hereby and of no further force or effect. The Parties represent and warrant that they have not relied upon any prior or contemporaneous writings, negotiations, proposals, agreements, communications, discussions or representations. [Signature Page Follows] FlightBridgeED, Educational Services for The City of Fort Worth 10 US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL In witness of their agreement to the terms above, the parties or their authorized agents hereby affix their signatures: Client Signature City of Fort Worth 100 Fort Worth Trail Fort Worth, TX 76102 Date Signed 10/19/2026 ✓&W ^ L Signature Valerie Washington (Oct 19, 2026 16:08:41 CDT) Assistant City Manager Provider Signature FlightBridgeED, LLC 996 Wilkinson Trace, Suite A4 Bowling Green, KY 42103 Eric Bauer Chief Executive Officer Date Signed Signature FlightBridgeED, Educational Services for The City of Fort Worth US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Name: Dr. Jeffrey Jarvis Title: Director, Office of Medical Director Approved as to Form and Legality By:_ Name Title: Taylor C. Paris 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: Name: Dwayne Howerton Title: Deputy Director, Office of Medical Director City Secretary: 4 o nn�n 4vo o=d° /�¢�.ut2 � Oa�n nEX as4 By: Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX FlightBridgeED, Educational Services for The City of Fort Worth 12 US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL Exhibit A — Insurance Insurance. 1.1. The Provider shall carry the following insurance coverage with a company that is licensed to do business in Texas, eligible as a surplus lines insurer in Texas, or otherwise approved by Client, such approval not to be unreasonably withheld: 1.1.1. Commercial General Liability: 1.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 1.1.1.2. 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. 1.1.1.3. Defense costs shall be outside the limits of liability. 1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance, if and to the extent Provider has employees subject to a workers' compensation statute. Provider is a Kentucky limited liability company and maintains workers' compensation coverage in accordance with Kentucky law, with an other -states or all -states endorsement extending coverage to work performed for Client. Provider's participation in the Texas workers' compensation system is elective and is not required by this Agreement. 1.1.3. Technology Liability (Errors & Omissions) 1.1.3.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate or 1.1.3.2. 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. 1.1.3.3. Coverage shall include, but not be limited to, the following: FlightBridgeED, Educational Services for The City of Fort Worth 13 US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL 1.1.3.3.1. Failure to prevent unauthorized access; 1.1.3.3.2. Unauthorized disclosure of information; 1.1.3.3.3. Implantation of malicious code or computer virus; 1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 1.1.3.3.5. 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 Client for use of Deliverables, Software or Services provided by Provider under this Agreement; 1.1.3.3.6. 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 or self - insured retention shall be the sole responsibility of Provider. Provider's deductible and self -insured retention as of the Effective Date, as disclosed on the certificate of insurance delivered under Section 1.2.6, are hereby approved. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective dateAn annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the Client to evidence coverage; and 1.1.3.3.7. No additional coverage beyond that expressly required by this Exhibit A shall be required without the written agreement of both parties. 1.2. General Insurance Requirements: 1.2.1. The Commercial General Liability and Umbrella policies shall name Client as an additional insured as its interests may appear, with respect to liability arising out of Provider's performance of this Agreement. Additional insured status shall not be required on any professional liability, errors and omissions, technology liability or workers' compensation policy. FlightBridgeED, Educational Services for The City of Fort Worth 14 US.352649844.07 FLIGHTBRIDGEED CONFIDENTIAL 1.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the Client. 1.2.3. Provider shall give Client written notice within five (5) business days after Provider receives notice from its insurer of cancellation or reduction in limits of any required coverage. Provider is not required to procure an endorsement obligating its insurer to give notice directly to Client. 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. 1.2.4. The insurers for all policies must be licensed, eligible as a surplus lines insurer, or otherwise 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. 1.2.5. Any failure on the part of the Client to request required insurance documentation shall not constitute a waiver of the insurance requirement. 1.2.6. Certificates of Insurance evidencing that the Provider has obtained all required insurance shall be delivered to and approved by the Client's Risk Management Division prior to execution of this Agreement. Client's Risk Management Division shall review certificates within ten (10) business days of delivery. Failure to object in writing within that period constitutes approval. 1.3. THE COVERAGES REQUIRED BY THIS EXHIBIT A STATE THE FULL EXTENT OF PROVIDER'S OBLIGATION TO PROCURE INSURANCE. PROVIDER'S MAINTENANCE OF SUCH COVERAGE DOES NOT ENLARGE PROVIDER'S LIABILITY UNDER THE AGREEMENT, AND THE LIMITS OF SUCH COVERAGE ARE NEITHER A LIMITATION ON NOR EVIDENCE OF THE SCOPE OF ANY INDEMNITY OBLIGATION. FlightBridgeED, Educational Services for The City of Fort Worth 15 US.352649844.07 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: FlightBridge ED Subject of the Agreement: asynchronousonline educational program designed to prepare participants for advanced critical care practice and board certification to be utilized by OMD for the training and education of new EMS Supervisors. Education Service Contract with FlightBridgeED for a 14 -Week Critical Care Course, a comprehensive, M&C Approved by the Council? * Yes ❑ No EZI If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No IZI If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No IZI If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No © If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Of last signature If different from the approval date. Expiration Date: N/A If applicable. Is a 1295 Form required? * Yes ❑ No EZI *If so, 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 O Contracts need to be routed for CSO processing in the following order: 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.