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HomeMy WebLinkAbout2024 Agreement 435 Devon Park Drive, Suite 510, Wayne, PA 19087 Phone: 877-792-2172 Fax: 610-293-1010 1 EDUCATIONAL SERVICES AGREEMENT This is an Educational Services Agreement between BTS USA, Inc. (hereinafter, “BTS”), and the City of Sebastian, a municipal corporation of the State of Florida, located at 1225 Main Street, Sebastian, FL 32958, (hereinafter, "Subscriber"). WHEREAS, BTS provides advanced skills training in the critical fields of sales and leadership, using innovative BTS Modules, personalized journey plans, and effective assessment methods; and WHEREA, Subscriber wishes to obtain BTS’s products and services, and BTS wishes to provide them, pursuant to the terms and conditions set forth below. Therefore, for good and valuable consideration, the sufficiency of which is acknowledged, the parties make this Educational Services Agreement (hereinafter, “Agreement”) Terms 1. Term. This Agreement shall be in effect for a period of One (1) Year beginning on October 1, 2024 and ending on October 1, 2025 (hereinafter, "Term"), unless extended by mutual written agreement of both parties. 2. Products. During the Term Subscriber will have licensed access to Total Access on the BTS Momenta+ Platform, including the standard content specified in the attached Schedule 2. As applicable, Subscriber will also receive the Facilitated Workshop Training as outlined in Schedule 2A. 3. License Rights. Each license will grant a single, designated employee of Subscriber an exclusive individual right, using a discrete username and password, to access the Momenta+ Platform, including all Modules, , self- paced courses, assessment tools, and support resources specified in the attached Schedule 2 as often as desired, on a 24/7/365 basis. This will be non-transferrable except upon BTS’s advance written approval; and will terminate upon the expiration or any earlier termination of this Agreement. 4. SSO Integration Services. BTS agrees to provide SSO integration services to Subscriber, enabling the Subscriber’s authorized users to access BTS’s platform and other relevant applications using a single set of login credentials issued and managed by the Subscriber. Subscriber agrees to provide a technical point of contact to work with BTS infrastructure team. Subscriber agrees to provide a dedicated SSO user account for BTS to 435 Devon Park Drive, Suite 510, Wayne, PA 19087 Phone: 877-792-2172 Fax: 610-293-1010 2 ensure BTS can perform all necessary testing and validation in accessing the Momenta+ platform before launch. BTS shall collaborate with Subscriber to implement and configure the SSO integration using the agreed-upon SSO protocol. BTS shall furnish Subscriber with technical documentation, support, and guidance as necessary for a successful integration with the Subscriber’s current identity and access management systems. BTS shall ensure that the implemented SSO services conform to all relevant security standards and best practices, including the encryption of data in transit and at rest. BTS shall maintain suitable security measures to safeguard the integrity, confidentiality, and availability of a uthentication and authorization data exchanged between BTS's platform and the Subscriber’s systems. In compliance with all applicable data privacy laws and regulations, BTS shall handle the Subscriber’s user data, including any personal information transmitted during SSO integration. BTS shall use such data solely for providing the agreed-upon services and will not disclose, sell, or transfer the data to any third party without the Subscriber’s written consent. BTS shall promptly notify the Subscriber of any updates, maintenance, or changes to the SSO integration services that could impact the Subscriber’s users or systems. BTS shall provide continuous support to the Subscriber for any issues related to the SSO integration and shall cooperate with the Subscriber to resolve such issues promptly. In case of termination or changes to the SSO integration agreement, BTS shall collaborate with the Subscriber to ensure a seamless transition, including assistance in data migration, user access, and any required technical adjustments. 5. Fees. Subscriber shall pay the fees set forth in Schedule 2 & 2A, according to the payment terms specified therein. 6. Support. During the Term a BTS Engagement Solution Manager will be assigned to Subscriber, who will act as your single point of contact with Total Access, and provide assistance with strategic planning, mapping content, building learning journeys, implementation, periodic recommendations, and assessments. BTS will additionally provide technical support on an as-needed basis, during customary business hours. 7. Change Orders. Subscriber may obtain additional licenses, or the parties may change other terms of this Agreement, by entering into an amendment signed by both parties. 8. Intellectual Property. Subscriber acknowledges that BTS owns the copyrights to all of the Products, and that the Products are presently and shall at all times remain solely BTS's intellectual property. Nothing in this agreement is intended to, or shall be construed to, grant Subscriber or any 435 Devon Park Drive, Suite 510, Wayne, PA 19087 Phone: 877-792-2172 Fax: 610-293-1010 3 of its employees any rights in or to the Products other than the specific, time-limited license rights specified herein. No portion of any Product may be copied or disseminated in any manner without BTS's prior written consent unless required by applicable law, including the Florida Public Records laws. Subscriber may not sub-license any license or products granted by BTS. Subscriber shall take all reasonable measures to limit access to any BTS Products that may be installed on Subscriber's learning management systems to the designated employees authorized by this Agreement. Upon termination, Subscriber shall promptly return all digital or physical copies of any Products BTS may have provided to it and/or its employees, and certify in writing to BTS that it has done so except as required by Florida public records retention laws . 9. Confidentiality. Subscriber acknowledges that in the course of its interactions with BTS it may acquire proprietary information from or about BTS which is not known or available to the general public, including without limitation trade secrets or information that has been identified as proprietary or which under the circumstances should reasonably be understood as being confidential (hereinafter, “Confidential Information”). Subscriber shall not use any Confidential Information it may obtain other than for purposes permitted by this Agreement; shall take all reasonable measures to assure that its employees do the same; and shall not disclose, publish, or otherwise reveal any Confidential Information to any other party without the prior written consent of BTS. In the event that Subscriber is required to disclose any Confidential Information as a result of a court or governmental order, Subscriber shall notify BTS in writing before making any such disclosure. The parties specifically agree that the confidentiality obligations set forth above shall survive any expiration or termination of this Agreement. The Parties recognize that as a government entity, the Subscriber is subject to certain public record retention guidelines and must comply as provided for by law and that this obligation can not be waived; notwithstanding, the Subscriber will exercise due diligence and will not violate any copyright or other intellectual property rights as provided for by law. BTS understands and agrees that, per Florida law, it must: 1. Keep and maintain public records required by the public agency to perform the service. 435 Devon Park Drive, Suite 510, Wayne, PA 19087 Phone: 877-792-2172 Fax: 610-293-1010 4 2. Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. 10. PUBLIC RECORDS: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CON TRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: JWILLIAMS@CITYOFSEBASTIAN.ORG. 1225 MAIN STREET, SEBASTIAN, FLORIDA 32958, (772)388-8215. 11. Assignment. This Agreement is not assignable by Subscriber without the prior written consent of BTS. 12. Warranty & Indemnification. BTS warrants that it has the legal right to license the Products as provided by this Agreement. BTS shall indemnify, defend, and hold Subscriber harmless from and against any and all loss, liability, or expense, including without limitation reasonable attorney’s fees, arising or resulting from any claim that Subscriber's use of Products in 435 Devon Park Drive, Suite 510, Wayne, PA 19087 Phone: 877-792-2172 Fax: 610-293-1010 5 accordance with the terms of this Agreement violates any third party's intellectual property rights (hereinafter, "IP Claim"). 13. Default. If Subscriber fails to make any required payment within 30 days (in accordance with the Florida Prompt Payment act) of its specified due date, it shall be in default, whereupon BTS may rescind its Services and licenses, declare this agreement terminated, and avail itself of any applicable rights in law or equity. If Subscriber permits any of the Products to be accessed by anyone other than its designated employees, it shall be in default, whereupon BTS shall have all rights and remedies provided in law and equity, including without limitation the right to obtain immedi ate injunctive relief. If BTS fails to provide any of the specified Products or services and has not cured that default within ten days of receipt of written notice from Subscriber, Subscriber shall be entitled to a pro-rata rebate. 14. No Waivers. No waiver of any breach of this Agreement shall be construed to be a continuing waiver or consent to any other breach. 15. Notices. Any notice required by this Agreement shall be delivered in writing to the recipient at its address set forth below: BTS: Robert Krekstein, VP Global Sales BTS Total Access 435 Devon Park Drive, Suite 510 Wayne, PA 19087 16. Merger. This Agreement and all duly-executed Schedules constitutes the complete intention and understanding of the parties. Any modification must be in writing and signed by the parties. 17. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida, and shall be deemed to have been executed by BTS at its business office in Wayne, Pennsylvania. Each party specifically consents to the exclusive jurisdiction of those courts, waives any forum non conveniens or other jurisdictional or venue objections, and agrees to accept Subscriber: Cindy Watson City of Sebastian 1225 Main Street Sebastian, FL 32958 Accounts Payable Contact Name: Jennifer Smith, City of Sebastian Finance Department Email: Jsmith@cityofsebastian.org Phone: 772-388-8207 435 Devon Park Drive, Suite 510, Wayne, PA 19087 Phone: 877-792-2172 Fax: 610-293-1010 6 service of process by mail. 18. Severability. If any provision of this Agreement is held to be invalid or unenforceable, it shall be severed and all remaining provisions shall be enforced. 19. Binding Effect. This Agreement shall be binding upon the parties, their successors and assigns. Nothing in this Agreement is intended to, or shall be construed to, confer any rights or remedies upon any person or entity other than the parties. 20. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Signatures in counterparts delivered via email or facsimile shall be treated for all purposes as original signatures and be admissible into evidence as the original signature of the person who signed it. 21. Signatures. Each person who signs below, on _____________________, acknowledges that he or she understands this document, has had the opportunity to consult with independent legal counsel prior to signing it, is authorized to sign it, and signs it with the intention that its terms be legally binding. BTS USA, Inc. (Company) (Company) (Authorized Signature) (Authorized Signature) Robert Krekstein (Print or Type Name of Signatory) (Print or Type Name of Signatory) Vice President, Global Sales (Title) (Title) 435 Devon Park Drive, Suite 510, Wayne, PA 19087 Phone: 877-792-2172 Fax: 610-293-1010 7 SCHEDULE 2 Products, Licenses, and Fees BTS Total Access # of Seats Price per Total Payment Total Access Leadership 25 $399 $9,975 Total $9,975 Term: Years 1 Start Date: October 1, 2024 End Date: October 1, 2025 Payment Terms: Net 60 Days from Signature Payment Due: September 27, 2024 Additional Terms • Scheduled account activity reviews with a Engagement Solutions Manager. • Customer and technical support as needed during normal business hours. • Help with mapping content, building learning journeys, cadence in usage, and running reports. • Access to all Support materials for each piece of content including discussion guides, quizzes, summary sheet, personal action plans and more. 435 Devon Park Drive, Suite 510, Wayne, PA 19087 Phone: 877-792-2172 Fax: 610-293-1010 8 SCHEDULE 2A Products, Licenses, and Fees Facilitated Workshop # of Workshops Total Payment Leadership (In Person) 1 – Full Day Session and 6 POD Sessions $12,000 Total $12,000 Start Date: October 1, 2024 Payment Due: November 15, 2024 The Facilitated Workshops will consist of: • 1 Full Day Event/Workshop held in person with a certified BTS Coach to deliver two Topics to a team of 25 Leaders • 6 - 60-minute virtual POD sessions to follow up on the event and activities to continue to build skills and support retention of the content covered. o 1 POD Session per topic with up to 10 participants at most in a meeting • Select online micro-training content and single-concept micro-videos to run get togethers following the events • Select online facilitated workshops based on “shifts” • Access to online workshop platform, Total Access • Continuous Engagement Solutions Manager support, including: o Set up o Helpdesk support o Regular engagement reporting o Facilitator preparation and onboarding Additional Workshops If additional virtual or in-person sessions are requested by Subscriber, they will be charged at the respective costs in Section 2A unless otherwise agreed upon in an addendum. Scheduling, Logistics, and Assumptions BTS will source and vet qualified facilitators for Subscriber. These facilitators will represent BTS and have deep formal and informal expertise in the domain of training and leader development. BTS will match Attendees to coaches based on Industry, level in the organization, and developmental need. 435 Devon Park Drive, Suite 510, Wayne, PA 19087 Phone: 877-792-2172 Fax: 610-293-1010 9 For BTS to commit the appropriate resources, Subscriber will be responsible for: • Providing the BTS Engagement Solutions Managers with participant details including: name, email address, job title, location (time zone), at least two weeks in advance of workshop launch. • For In-person training the client will be responsible for any and all travel related charges including airfare, transportation, hotel stay and meals. All travel charges will be presented by BTS in an addendum after the facilitated workshops have ended and receipts will be provided as needed. Payment will be due upon receipt of addendum. Substitution and Cancellation • Subscriber may change the identity of a person nominated to participate in the workshop provided that Subscriber has notified BTS within (48) hours from the start date of the workshop. Changes after this time are not permissible. • If Subscriber substitutes a person for the workshop in accordance with clause above, RLI reserves the right to charge an administration fee of $100. • Subscriber may cancel an individual virtual workshop session by giving RLI prior written notice, 48 hours in advance. If an individual virtual workshop session is cancelled inside of these 24 hours prior to the call, a cancellation fee of $300 USD may apply.