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HomeMy WebLinkAboutC14-327 Franklin Covey Client Sales, Inc. Reproduction Agreement REPRODUCTION AGREEMENT This Reproduction Agreement(the "Agreement") is entered into this 25th day of August, 2014 ("Effective Date"), by and between Franklin Covey Client Sales, Inc. ("FranklinCovey")having a principal place of business at 2200 W. Parkway Blvd., Salt Lake City, UT 84119 and Eagle County, a body corporate and politic ("Client") having a place of business at 500 Broadway, Eagle, CO. 81631. WHEREAS, Client has one or more employees certified in FranklinCovey's Leading at the Speed of Trust®("LSOT")and Working at the Speed of Trust®("WSOT")programs(collectively the"Workshop"); and WHEREAS, Client desires reproduction rights to reproduce certain participant materials from the Workshop(the"Materials"). NOW, THEREFORE, in consideration of the premises and the covenants contained herein,the parties agree as follows: As of the Effective Date above, Client is entitled to reproduce the Materials, only as authorized under this Agreement for use by Client and only in accordance with the terms and provisions of the Agreement. 1. FranklinCovey shall provide Client the Materials as a PDF file("Master File")for reproduction purposes in accordance with the terms of this Agreement. Upon execution of the Agreement, FranklinCovey shall provide the Client with the Master. Client shall use only the Master File to reproduce the Materials provided for under this Agreement. Such reproduction or manufacture is to be carried out by printing, photocopying or other process which provides copies identical to the Materials on the Master File. The Materials and Master File are subject to all the terms and provisions pertaining to the Facilitator License Agreement(s),signed by Client facilitators when certified by FranklinCovey in the Workshop. 2. Franklin Covey shall have the right to inspect the completeness and quality of all the Materials reproduced from the Master File. If, in Franklin Covey's discretion, the quality of the Materials is not satisfactory, Franklin Covey may require Client to make new copies or to demonstrate to Franklin Covey's satisfaction Client's ability to consistently produce high quality Materials from the Master File. Each of the Materials reproduced by Client shall bear all of the intellectual property, trademark and copyright notices and markings in the Master File. 3. Client may engage a subcontractor other outside party or resource to carry out the reproduction or manufacture of some or all of the Materials. Prior to reproduction activities, such outside party or resource must execute a separate written agreement with Client in which the outside party or resource is bound to provide confidentiality and quality standards and is prohibited from unauthorized use,transfer or disclosure of the Master File or the Materials. A copy of each such agreement with an outside party or resource shall be provided to Franklin Covey upon request.uest. Client is not relieved of any of its duties or obligations g ations under this Agreement because of its use of subcontractors or other outside parties or resources. Franklin Covey shall not be responsible for any costs incurred by Client in the reproduction, shipping or storage of copies of the Materials. 4. Client shall use the Master File to reproduce no more than the maximum number of Materials stated below in paragraph 6 at the price indicated. Client shall destroy the Master File and any duplicate masters including electronic data used in the reproduction process by Client upon completion of the reproduction process but no later than the termination of this Agreement. Any further reproduction shall be done only pursuant to a separate Agreement signed by the parties. 5. Client shall effectively communicate to those employees who will have access to the Materials that such Materials are copyright-protected and the proprietary property of FranklinCovey, and that neither Client Page 1 of 4 IS-�� nor its employees shall modify, edit, make derivative works, download, file share, email, distribute to a third party, or publicly post (e.g. Slide Share, Instagram, etc.) the Materials. The Materials are for the benefit of the Participants who have attended the Workshop to apply the concepts learned. Client shall not use the Master File for any other purpose except as provided herein. The Master File shall be under the custody and control of the custodian indicated below at all times. 6. Materials to be Reproduced and Pricing: A. Materials: a. LSOT: Participant manual,Trust Behavior Cards, and Trust Action Plan Forms b. WSOT: Participant manual,Trust Behavior Cards, and Trust Action Plan Forms Note: If Client signs the Agreement on or before August 29,2014,Client shall receive,at no charge,virtual certifications(including facilitator kit)for up to 7 employees designated by Client. B. Quantity&Pricing Maximum number of Materials to be reproduced from the Master File: a. LSOT: 40 b. WSOT: 250 Price per copied manual: a. LSOT: $162 b. WSOT: $72 C. Client Custodian of the Master File: Name: Rachel Oys Telephone: Title: Facsimile: Address: Same as above E-mail:Rachel.oys�r eaglecounty.us 7. The FranklinCovey Materials and all copyrights, trademarks, trade names, service marks, proprietary information, and products related thereto, are the sole property of FranklinCovey. 8. Upon execution of this Agreement,FranklinCovey shall invoice client for the non-refundable amount not to exceed $24,480. The fee does not include applicable shipping/handling. The Client is tax-exempt. Client shall pay FranklinCovey within thirty (30) days of receipt said invoice. No additional materials provided or work performed by FranklinCovey shall be the basis for additional compensation unless and until FranklinCovey has obtained written authorization and acknowledgement by the Client for such additional materials or services. 9. To ensure compliance with the terms described herein, FranklinCovey may inspect Client's records as it relates to such terms, but no more frequently than annually. 10. This Agreement shall be governed in accordance with the laws of the State of Utah. 11. This Agreement shall be effective with the date given above and continue for one year. Either party may extend the term of this Agreement by written amendment executed by both parties. Either party may terminate this Agreement upon thirty days written notice to the other. Client agrees to destroy the Master File following reproduction of the Materials as set forth herein and prior to termination of the Agreement. 12. Notwithstanding anything to the contrary contained in this Agreement, the Client shall have no obligations under this Agreement after,nor shall any payments be made to FranklinCovey in respect of any period after December 31 of any year,without an appropriation therefor by Eagle County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25,title 30 of the Colorado Page 2 of 4 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). 13. 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. 14. This Agreement constitutes an agreement for provision of Materials by FranklinCovey as an independent contractor and not as an employee of the Client. 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 FranklinCovey and the Client except that of independent contractor. FranklinCovey shall have no authority to bind the Client. 15. Prohibitions on Government Contracts. As used in this paragraph 17,the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If FranklinCovey has any employees or subcontractors, FranklinCovey shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, FranklinCovey certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that FranklinCovey 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. FranklinCovey shall not: i. Knowingly employ or contract with an undocumented individual to perform services under this Agreement; or ii. Enter into a subcontract that fails to certify to FranklinCovey that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. FranklinCovey 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. FranklinCovey 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 FranklinCovey obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, FranklinCovey shall be required to: i. Notify the subcontractor and Client within three (3) days that FranklinCovey has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and Page 3 of 4 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 undocumented individual; except that FranklinCovey 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 undocumented individual. e. FranklinCovey 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 FranklinCovey violates these prohibitions, Client may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, FranklinCovey shall be liable for actual and consequential damages to Client as required by law. g. Client will notify the Colorado Secretary of State if FranklinCovey violates this provision of this Agreement and Client terminates the Agreement for such breach. 16. FranklinCovey complies with the EEO clause of EO 11246, as amended and the provisions of 41 CFR Section 60-300.5(a); 41 CFR Section 60-741.5(a); 41 CFR Section 60-1.4(a) and (c); 41 CFR Section 60- 1.7(a); 48 CFR Section 52.222-54(e); and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and posting requirements. 17. This Agreement sets forth the entire agreement between the parties relating to the subject matter hereof None of the terms of this Agreement may be waived or modified except as expressly agreed to,in writing, by both parties. If any provision of this Agreement is unenforceable,the remaining provisions shall remain in full force. IN WITNESS HEREOF,the parties have executed the foregoing Agreement by their duly authorized representatives. Eagle County Franklin Covey Client Sales,Inc. By: :»� i! ':_ By: Printed Name: _ Printed Name: Title: Title: Page 4 of 4