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Home My WebLink AboutC14-118 Franklin Covey Client Sales, Inc. FRANKLINCOVEY CLIENT SALES,INC. SINGLE EVENT ON-SITE AGREEMENT This Agreement is entered into as of the date given below(the"Effective Date")by and between FRANKLINCOVEY CLIENT SALES,INC.,a Utah corporation whose address is 2200 West Parkway Blvd.,Salt Lake City,Utah 84119 ("FranklinCovey")and the following organization("Client"): Organization: Eagle County Contact Person: Rhea Bonk Address: PO Box 850 Telephone: (970) 328-8795 Email Address: rhea.bonk @eaglecounty.us City,State,ZIP: Eagle,CO 81631-0850 Workshop/Event Logistics Title: "The 5 Choices to Extraordinary Productivity Essentials" Date(s): March 25,2014 Time: 8:00 a.m.-4:00 p.m. Location: 500 Broadway Eagle,CO 81631 Consultant(s): James Wood Participants: 20 Fees and Participant Materials Consultant Fees: James Wood $3,700 per day Participant Materials: No materials needed-sufficient on hand Please Note: In order to secure the date(s)given above and ensure timely delivery of participant materials,a fully-executed copy of this Agreement must be returned to your Client Service Coordinator via email or fax within fifteen(15) days of receipt. Terms and Conditions Payment Terms: FranklinCovey shall invoice Client for all fees and costs associated with the workshop/event,including shipping and handling,sales and use taxes(unless Client submits proof of its tax-exempt status to FranklinCovey),and,if applicable,Consultant's reasonable travel expenses.All shipments are FOB Shipping Point.Client shall pay the invoiced amount within thirty(30)days of the invoice date. Cancellation/Rescheduling Fees: Fifteen(15)calendar days'notice is required to cancel or reschedule a workshop/event.If Client provides fewer than fifteen days'notice,Client will be billed a cancellation fee of 75%or a rescheduling fee of 25%of the consultant fee to cover costs incurred by FranklinCovey,as well as any travel costs imposed on FranklinCovey as a result of such cancellation or rescheduling.Client will not be assessed a cancellation/rescheduling fee for any workshop/event canceled or rescheduled by FranklinCovey. Facilities: Client shall be responsible for providing an appropriate classroom for scheduled workshop/event and to furnish the classroom with audio/visual equipment required by FranklinCovey in the attached"Room Arrangement"sheet and all costs associated therewith. Copyright: FranklinCovey owns all intellectual property rights,proprietary rights and copyrights to all workshop concepts and materials.Any unauthorized use,reuse,copying,reproduction,recording,transmittal,modification or revision of such materials or concepts of the scheduled workshop/event or any portion thereof is expressly prohibited and shall constitute a breach of this Agreement and/or federal copyright law.The workshop materials provided herein are intended for personal use only by the participant,and are not for resale or public display.Nothing in this Agreement implies a grant of license for Client to use the workshop concepts and materials outside of the scope of this Agreement.Client agrees that neither it nor its employees shall have the right to re-sell any Workshop Materials. l ! fg, 1 C This Agreement is subject to credit approval by FranklinCovey's Credit Department. 03-2013 Recordings: Client shall not make or allow to be made any audio and/or video recordings of the workshop or event Client shall inform the audience and otherwise take reasonable actions to insure that no recordings of the workshop or event are made. Substitution of Instructor: If for any reason the scheduled instructor is unable to conduct the workshop/event, FranklinCovey will provide a substitute instructor or,at Client's option,reschedule the workshop/event.In the case of a cancellation Or rescheduling by FranklinCovey,Client will not be charged a cancellation/rescheduling fee. Returning P rticipant Materials: FranklinCovey will extend a refund for unused participant materials returned within thirty(30) d ys of purchase or workshop training date.Customized products,online profiles,and online learning modules are not eligible f r refund.Electronic and software products must be returned within fourteen(14)days of purchase or workshop training date)in the original,unopened packaging for refund.All materials carry an unconditional guarantee against any manufacturing defect for one(1)full year. Workshop guarantee: FranklinCovey is committed to providing a quality training experience for every participant who attends a FranklinCovey workshop.Should a workshop fail to meet the Client's expectations for any reason,the Client will not be invoiced fbr the program. Entire Agreement: This Agreement represents the entire understanding between the parties and supersedes all prior agreements, hether written or oral,relating to the subject matter hereof.In the event any terms contained in any subsequent purchase or er(or similar document)sent or received in connection with this Agreement are inconsistent with the terms of this Agreement,the terms of the Agreement shall prevail. Modification of Agreement: All amendments or modifications to this Agreement must be in writing signed by the parties hereto.The person executing this Agreement warrants that they have the authority to bind Client. Affirmative$ction/Equal Opportunity Employer: FranklinCovey complies with the EEO clause of E0 11246 as amended, and 41 CFR 610-741.4 and 41 CFR 60-250.4. Force Majeurre: Neither Client nor FranklinCovey shall be required to perform any term,condition,or covenant of this Agreement s0 long as such performance is delayed or prevented by acts of God,material or labor restriction by any governmental authority,civil riot,floods,hurricanes,or other natural disasters,or any other cause not reasonably within the control of Client or FranklinCovey. Governing L w: This Agreement shall be governed in accordance with the laws of the State of Utah.In the event that any action is necessary to enforce the terms of this Agreement,the prevailing party shall be entitled to recover reasonable costs and attorney'fees,whether or not any suit is filed. Effective Da'e: March 10,2014 FranklinC vey Client Sales. Inc. Eagle County Signs re: t ��r Signature: � • � By: Carling Roberts B • IIIIIW14 L Title: Client Service Coordinator itle: //C6re- {�_ Entail: Carling.Roberts @franklincovey.com Email: uQa� giJ ..U�• tie) ]ax: 801.817.0545 Fax: 1)G- k224 Client Partiner: Jeff Carney Job Number: 10143012 2 This Agreement is subject to credit approval by FranklinCovey's Credit Department. 03-2013 Exhibit A This Exhibit A is attached to and is incorporated into the Single Event On-Site Agreement dated March 10,2014, between FranklinCovey Client Sales,Inc.(hereinafter referred to as"Contractor"in this Exhibit A)and Eagle County,Colorado("Agreement"). 1. Compensation under the Agreement shall not exceed$3,700 in consultant fees and either(a)hotel for one night in the Town of Eagle,State of Colorado,or(b)mileage at the approved federal rate for travel to Eagle County, Colorado.No other incidental charges or expenses are approved or authorized under the Agreement. 2. Client will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 3. Notwithstanding anything to the contrary contained in this Agreement,Client shall have no obligations under this Agreement after,nor shall any payments be made to Contractor in respect of any period after December 31 of any year,without an appropriation therefor by Client in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25,title 30 of the Colorado Revised Statutes,the Local Government Budget Law(C.R.S.29-1-101 et.seq.)and the TABOR Amendment(Colorado Constitution,Article X,Sec.20). 4. Contractor agrees to provide at its cost and expense the following insurance coverage: i. Workers'Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than$1,000,000 each accident combined bodily injury and property damage liability insurance,including coverage for owned,hired,and non-owned vehicles. 5. 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. The parties approve the use of electronic signatures for execution of this Agreement.Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement:(i) Electronic or facsimile delivery of a fully executed copy of the signature page;(ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized,if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act,C.R.S.24-71.3-101 to 121. 6. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee,master-servant,partnership,joint venture or any other relationship between County and Contractor except that of independent contractor.Contractor shall have no authority to bind County. 7. If Contractor has any employees or subcontractors,Contractor shall comply with C.R.S.8-17.5-101,et.seq., regarding Illegal Aliens-Public Contracts for Services,and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Agreement and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program("Department Program")in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an illegal alien to perform Services under this Agreement;or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program,as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.gov/xprevprot/programs/gc 1185221678150.shtm c. Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien,Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien;and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S.8-17.5-102(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. This Exhibit A is approved and accepted by Contractor and Client FranklinCovey Client Sales,Inc. Eagle Coun Colorado Anna O'Connor,Finance Director Keith Montag,County M. •_er DN so—Michael Bettin, o—Franldincovey, ou=Approved FC Lega4 f ema egal @FrankiinCovey. mm,c.LIS Ia Beason:I am approving MB document Date.2014.03.1210:23:12 -0000