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CM-2022-029 - 2/11/2022J. J. Keller J. J. Keller & Associates, Inc. 3003 8reezewood Lane �" Inc!P.O. Box 368 & Associates, nNeenah, WI 54957-0368 920-722-2848 Since 1953 ikeller.com Driver Training Program Services: Safe & Smart Entry -Level Driver Training (ELDT) Trainer Certification Program Account #: 200310636 Agreement #: 80160874 COMPANY NAME: City of Round Rock (Client) MAILING ADDRESS: 221 E Main Street Round Rock TX 78664 CONTACT NAME: Michael Bennett EMAIL ADDRESS: rnichaelbennett(a�,roundrocktexas.pov TELEPHONE * 512-218-6643 Client authorizes the following Subsidiaries and Affiliates (as defined below) to utilize the services under this Agreement: "Subsidiaries and Affiliates" is defined as any company legally owned or controlled, whether wholly or in part, by the Client. A. Introduction J. J. Keller & Associates, Inc. (J. J. Keller) is pleased to submit this agreement to provide your company with our ELDT Certification Trainer Program for entry-level driver training for commercial drivers license (CDL) A & B. J. J. Keller is a recognized leader in the safety consulting and training fields. Over the years, we have established our reputation of providing sound and consistent information assisting the industry in meeting a complex variety of safety concerns. The primary goal of this training is to prepare driver trainers to meet the February 7, 2022, Entry -Level Driver Training instructor requirements provided under 49 CFR Part 380, Subpart E. Should you have any questions regarding this agreement, please contact Steve Goodwin, Lead Sales Representative 920-722-2848 extension 2476 B. Service Overview Over the course of the 4-day ELDT Trainer Certification Program, an expert J. J. Keller instructor will educate your trainer candidate(s) on how to effectively deliver entry-level driver training covering both the Theory and Behind -the - Wheel instruction requirements. Our expert instructors take a comprehensive approach based on proven adult learning principals that blend classroom and hands-on instruction. Throughout the training, an expert instructor will help your trainer candidates be effective in preparing your new entry-level drivers to: • Understand the applicable Federal Motor Carrier Safety Administration (FMCSA) regulations • Pass the state CDL skills and road rest • Display and promote driver professionalism and safe driving practices The 4-day agenda is as follows: Day One • Classroom orientation and CDL knowledge testing • Trainer candidacy exam road test • Classroom requirements and FMCSA regulatory overview • Self -directed study expectations and homework assignment copyright 2022 J J. Keller & Associates. Inc., Neenah, WI - USA • 920-722-2848 _ Page 1 of 7 `�� �` _7 Confidential External Recipients PMi nK Day Two • Day One homework assignment quiz • Review of testing materials: Vehicle inspections and forward motion basics • Range: Vehicle inspections • Range: Forward motion basics • Self -directed study and homework assignment Day Three • Day Two homework assignment quiz • Backing exercises testing materials review • Range configurations for backing maneuvers Range: Backing maneuvers • Self -directed study and homework assignment Day Four • Day Three homework assignment quiz • Road coaching best practices and road coaching theory • Range: Vehicle inspections and backing maneuvers testing • Self -directed study and final exam preparations • Final comprehensive written exam • Closing questions and answer session Throughout the training, your trainer candidate(s) will be given opportunities to ask questions. This will help the instructor focus on issues/concerns that might need additional attention. Upon successful completion, your trainer candidate(s) will receive a certificate of completion. C. Client Responsibilities This is an advanced training program. It is highly recommended that each trainer candidate possess the knowledge, skill, and proficiency with operating the vehicle(s) intended for the purposes of training prior to on -site training commencing. Important notes: As of February 7, 2022: Theory and behind -the -wheel instructors must hold an appropriate class of CDL (including appropriate endorsement(s)) and have either.- • A minimum of two (2) years of experience driving a commercial motor vehicle requiring the CDL (including appropriate endorsement(s)); or • A minimum of two (2) years of experience as a behind -the -wheel commercial motor vehicle instructor. ELDT instructors without a valid CDL may provide theory and range instruction only if they have previously held a CDL of the same or higher class (with the appropriate endorsement(s) for the vehicle the instructor is providing instruction on). Non-CDL holders may not participate in behind -the -wheel training on public roads. If the ELDT instructor's CDL has been cancelled, suspended, or revoked due to any of the disqualifying offenses idenfilled in FMCSA § 383.51, the instructor is prohibited from engaging in any ELDT instruction for two (2) years following the date the CDL is reinstated. ALL ELDT instructors must also meet ail applicable state qualification requirements for commercial motor vehicle instructors. Client will provide key contacts to assist the instructor and other J. J. Keller operational staff in the communication, coordination, and delivery of the following: • Actively participate, assign, promote and adhere to the agreed upon deadlines (i.e., pretest and prerequisite online course taking completed in advance of the range experience, etc.) • Host and provide classroom training facilities • Designate a one (1) acre closed course (not open to the public) for the range experience Page 2 of 7 Confidential External Recipients • Provide a Certificate of Insurance (COI) to J. J. Keller prior the commencement of range and/or road training • Provide one (1) vehicle for every two (2) trainer candidates; vehicle must be able to pass a pre -trip inspection • Sign a temporary lease agreement to allow the qualified J. J. Keller instructor to operate your company's designated training vehicles or establish an alternative option • Verify each candidate is fully qualified to operate the vehicle on public roads and has correct license to drive the assigned vehicle along with a valid medical card D. Investment For the first 12-month term, your company's investment for this ELDT Trainer Certification Program is $1,346.50 per month. • Two (2) ELDT Trainer Certification session(s) o Four (4) day training program o Maximum of two (2) ELDT trainer candidates per session • Entry -Level Driver Training Obtaining a CDL Trainer Manual for the trainer candidates which includes trainer tools USB with: o PDF of trainer manual o PowerPoints for each chapter o Quizzes and answer keys for each chapter o Video snippets to reinforce training content o CDL practice test and answer key o Vehicle troubleshooting guide o Lab/road exercises • Entry -Level Driver Training Obtaining a CDL Student Manual for 15 students with: o Quizzes for each chapter o CDL practice test o Vehicle troubleshooting guide o If exceeded, additional student manuals will be invoiced at a rate of $50 per driver • Entry -Level Driver Training online course library for students • Designated J. J. Keller Driver Trainer: o Quarterly conference call with key stakeholder training staff o One (1) digital subscription to the Driver Training Awareness Newsletter a Unlimited access to Editorial experts for regulatory/safety question through the "Expert Help" tool For the second 12-month term (months 13 — 24). your company's monthly investment is $62.50 per month. As the first 12 months will establish a solid trainer team, the second 12 months will be for your student development and include: • ELDT online course library for students during session • Entry -Level Driver Training Obtaining a CDL Student Manual for 15 students with: o Quizzes for each chapter o CDL practice test o Vehicle troubleshooting guide o If exceeded, additional student manuals will be invoiced at a rate of $50 per driver • Designated J. J. Keller Driver Trainer: o Quarterly conference call with key stakeholder training staff o One (1) digital subscription to the Driver Training Awareness Newsletter o Unlimited access to Editorial experts for regulatorylsafety question through the "Expert Help" tool Page 3 of 7 Confidential External Recipients Additional considerations • Instructor travel, meals, lodging, and miscellaneous expenses are additional • ELDT trainer candidates who successfully complete the Safe & Smart ELDT Trainer Certification Program will be required to undergo a program recertification every two (2) years. o If additional training sessions are required as part of this agreement, J. J. Keller will provide a separate addendum for signature. • Integrated training materials will be bulk shipped to one (1) designated location prior to the training date. Your company will coordinate internal company distribution to ensure materials arrive on time. • If your company has specific personal protect equipment (PPE) requirements, those details must be provided to the J. J. Keller instructor prior to on -site training engagements. • If needed, J. J. Keller may request that your company provide storage for range related training materials (cones, PPE, wheel chocks, etc.) used in later future training sessions planned at your facility. Only upon your request, J. J. Keller will secure classroom facilities, range space, and vehicles for the purpose of training. All associated fees will be agreed upon and invoiced to your organization upon occurrence. • 10% discount on J. J. Keller product orders, based on published list pricing at www.jjkeller.com. Some exceptions apply and discount cannot be combined with other discounts or promotions. • Services conducted outside of standard business hours (8 am to 5 pm) or outside the contiguous US must be agreed upon in advance and are subject to a surcharge of $1,500 • Saturday, Sunday, and holiday engagements/travel are subject to an additional charge of $750 per day • Pricing is valid for services conducted within the continental US E. Terms and Conditions 1. Insurance Client shall maintain, during the term of this Agreement and at Client's expense, all insurance required by law or which is necessary and prudent in order to adequately protect Client and J. J. Keller from harm, injury (including death) or damage relating to or resulting from J. J. Keller's provision of services or materials to Client on Client's premises. In particular, if J. J. Keller is utilizing Client's vehicles during the performance of the services, Client shall name J. J. Keller as an Additional Insured under Client's Commercial General Liability and Auto Liability policies with limits of at least $500,000 for each occurrence. A certificate of insurance shall be provided to J. J. Keller prior to the services being initiated, that shall be endorsed to name J. J. Keller as additional insured on Client's Commercial General Liability and Auto Liability policies and shall provide for a waiver of subrogation to all rights, claims, demands and causes of action arising out of or in connection with J. J. Keller's use of Client's vehicles. It is agreed and understood that the insurance requirements specified here shall not be construed as a limitation of any potential liability on behalf of Client. All such insurance required by the Client in this section shall be primary and not contributory. 2. Indemnification from Loss J. J. Keller services are intended to lend technical knowledge and support to Client. Any recommendations made by our staff are offered in strictly an advisory capacity and are not to be construed as legal advice. J. J. Keller agrees to use its best efforts to diligently perform the services set forth in this Agreement, but shall in no way be liable for any loss, damages, fines, penalties, or forfeitures resulting from that service. J. J. Keller does not cover or verity compliance with every regulation stipulated by the FMCSR, DOT, IFTA, OSHA, Canadian, or other regulatory governing bodies, nor does it examine all records or physically inspect any of Client's vehicles, nor can it identify every workplace hazard. J. J. Keller does not offer chemical -specific training or assistance with chemical engineering plans. J. J. Keller does not provide consultation on waste generation, disposal, or treatment problems, nor does it offer toxic, chemical, or hazardous substance analysis for exposure levels, chemical properties analysis, or laboratory services. With regard to these specific tasks or functions, and any others not contemplated under this Agreement, Client agrees to hold J. J. Keller harmless against any and all losses, claims, damages, and liabilities under any statute or at common law or otherwise. 3. Disclaimer and Limitation of Liability EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED. In no event shall J. J. Keller be liable to Client for loss of profits or other economic loss, including special, consequential, or other similar damages arising out of any claimed J. J. Keller breach of its obligations under this Agreement. J. J. Keller acknowledges its responsibilities for the safekeeping of client records retained in the course of the performance of this proposal. It shall, however, in no way be responsible for damage to those records Page 4 of 7 Confidential External Recipients resulting from fire, flood, natural disaster or other acts of God. J. J. Keller shall not be liable for failing to fulfill its obligations due to causes beyond its reasonable control. IT IS AGREED THAT, EXCEPT FOR RECKLESSNESS, BAD FAITH, WILLFUL MALFEASANCE, OR VIOLATIONS OF APPLICABLE LAW, J. J. KELLER, ITS OFFICERS, DIRECTORS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY ACTIONS PERFORMED OR OMITTED TO BE PERFORMED OR FOR ANY ERRORS IN PROVIDING SERVICES TO CLIENT. THIS MEANS THAT J. J. KELLER IS NOT LIABLE FOR ACTS, OMISSIONS, OR ERRORS THAT ARE FOUND TO BE NEGLIGENT, BUT THAT DO NOT CONSTITUTE RECKLESSNESS, BAD FAITH, WILLFUL MALFEASANCE, OR VIOLATIONS OF APPLICABLE LAW. J. J. Keller specifically disclaims responsibility for losses, damages, fines, penalties, or forfeitures resulting through the nonperformance of services due to Client's failure to timely fulfill its responsibilities under this Agreement. J. J. Keller's services under this Agreement are not intended to provide advice or obtain authority for the transportation of hazardous materials. 4. Confidentiality of Client Materials J. J. Keller agrees that Client documents and other records furnished to J. J. Keller or Client -specific policies and reports containing Client information that are prepared by J. J. Keller in performance of the services are confidential materials; provided, however, that confidential materials do not include information which: (i) was in J. J. Keller's possession at the time of disclosure by Client, and was not acquired, directly or indirectly, from Client; (ii) J. J. Keller receives from a third party, if J. J. Keller does not know of any restrictions on the disclosure of that information; (iii) is or becomes known by the public through no wrongful act of J. J. Keller; or (iv) is independently developed by or for J. J. Keller. J. J. Keller will use the same degree of care to prevent disclosure of the confidential materials to any other person as it uses to protect its own information of like kind, but in no event less than reasonable care. J. J. Keller may disclose the confidential materials if such disclosure is required by law or directed by judicial or administrative order. J. J. Keller may disclose the confidential materials to its employees and contractors with a legitimate need to know who agree in writing to confidentiality obligations consistent with this Agreement. In performing the services under this Agreement, having access to Client compliance records is essential. If Client is, or becomes, a subscriber to one or more J. J. Keller managed services (aka "outsource services"), some or all of the records the J. J. Keller consultant(s) need access to may already be in J. J. Keller's possession. J. J. Keller maintains strict controls on protecting the information/records J. J. Keller manages on behalf of our clients and only those employees and contractors with a need to know who agree in writing to appropriate confidentiality obligations will be allowed access to Client information/records. 5. Subcontractors It is understood that J. J. Keller may, from time -to -time, utilize subcontractors to perform services provided for in this Agreement (i.e., DOT Authority Application Services). Such subcontracting shall not relieve J. J. Keller of its responsibilities for those services. 6. Expenses/Subsequent Advances Client shall reimburse J. J. Kellerfor expenses directly incurred on Client's behalf, such as postage/shipping. Client shall also provide adequate advance monies (Advances) as directed by J. J. Keller, to cover anticipated expenditures for state costs of permits, licenses, surety bonds and, in certain cases, service fees, as Client payment history indicates. J. J. Keller may further require Client to fund Advances in the form of a certified or cashier's check where either credit conditions or Client payment history would dictate. 7. Program Materials All materials presented, developed or distributed by J. J. Keller in the course of delivering the services (collectively "Program Materials"), regardless of media (for example, PowerPoint® presentation, internet-based, print, video, etc.) remain the sole and exclusive copyrighted property of J. J. Keller and/or its licensors, unless otherwise marked. Further, all general presentation materials utilized by J. J. Keller, regardless of media, shall not be considered a Client deliverable. Except as otherwise expressly permitted in this Section 5, the Program Materials may not be: (i) copied, reproduced, or posted to Client's intranet site or similar means; (ii) sold, published, disseminated, leased, or otherwise conveyed by Client to or for the use of any third party; or (iii) edited, altered, modified, or derivative works created from; without J. J. Keller's prior written consent, which it may withhold in its discretion. The Program Materials are intended for use by Client and its employees only. Notwithstanding anything in the foregoing paragraph to the contrary, Client may edit Client -specific policies and make copies of Client -specific policies and reports containing Client information that are prepared by J. J. Keller in the course of delivering the services and distribute those policies and reports to others within Client's company Client may distribute those policies and reports using hard copies, email, a computer network, or similar method which does not allow access by those outside Client's company. Page 5 of 7 Confidential Esfernal Recipients The information presented and distributed in the Program Materials is date -sensitive and subject to change without notice. J. J. Keller does not assume responsibility for informing Client of any future changes or corrections to the Program Materials due to a change in any government regulations or a change in the interpretation of any government regulations by any governmental body, authority or agency. 8. Remuneration Payment for invoiced fees and expenses are due and payable upon receipt of invoice. If Client requests payment terms beyond net thirty (30) days and J. J. Keller agrees, service fees will be increased by one -thirtieth (1130) of one percent (1%) for each additional day of payment period extended. J. J. Keller reserves the right to suspend services upon non-payment of invoices by Client. Client may be required to provide adequate monies (advances) upfront, which may be the first and last month's fees for this Agreement, as directed by J. J. Keller where either Client's credit condition or payment history dictates. Further advances may be required as the work is being completed. Billing/Invoicing Information (if different): Contact Name: Attn: City Manager Company Name: City of Round Rock, Texas Mailing Address: 221 East Main Street Round Rock, Texas 78664 9. Non -Solicitation of Staff During the term of this Agreement and for a period of one (1) year thereafter, Client will not directly or indirectly solicit, hire, or engage any employee of J. J. Keller who is or has been assigned to perform services under this Agreement, unless J. J. Keller grants its consent in writing. Client acknowledges that J. J. Keller's personnel represent a significant investment in recruitment and training, the loss of which would be detrimental to J. J. Keller's current and future business. Client further recognizes that determining the damages in the event of a breach of this provision is very difficult and therefore agrees that if it breaches this provision, Client will pay to J. J. Keller as liquidated damages for each such breach an amount equal to 50% of the annual cash compensation being paid to such employee as of the date of the termination of his or her employment with J. J. Keller. 10. Data Transfer Security Both parties agree that during the services provided to the Client from J. J. Keller, all confidential data transferred by either party, will be secured and transferred according to standard industry encryption practices. Each party understands that if any insecure transfer of data is sent to the other party, the transferor of that data will be fully liable to the receiver of the data and agrees to indemnify and hold harmless the other for any liability for such insecure transfer of data. 11. California Consumer Protection Act (CCPA) Client represents and warrants that it has complied with, and will continue to comply with, the CCPA and all other applicable data privacy laws. As between Client and J. J. Keller, except as otherwise set forth in the sentence immediately below, with regard to all personal information, personal data and personally identifiable information as defined under any applicable data privacy law and all other information that relates to an identified or identifiable individual, which is obtained by J. J. Keller as a result of this Agreement ("Personal Information"), Client, and not J. J. Keller, is responsible for the provision of legally -compliant privacy notices to data subjects, compliance with data subject rights requests and compliance with all other obligations applicable to the data controller or collecting entity for such data. J. J. Keller agrees to reasonably cooperate with Client in the event that Client requires J. J. Keller's assistance in honoring data subject rights requests (to the extent applicable data privacy law affords such rights), subject to J. J. Keller's obligations at law and to third parties. Client represents and warrants that it has all necessary rights and permissions in order for Client to provide Personal Information to J. J. Keller for the purposes described in this Agreement. 12. On -Site Services CancellationlDelay Client acknowledges that, by signing this Agreement, J. J. Keller has allocated resources to complete the services engaged hereunder. In the event Client cancels or delays J. J. Keller's performance of the services less than 14 days prior to the scheduled date, Client agrees to pay J. J. Keller any travel and/or miscellaneous costs incurred, and it is understood that the cancelled date(s) will be considered part of the work performed under the program. Page 6 of 7 Confidential External Recipients DocuSign Envelope ID:62448600-53E2-4803-9D70-395EBFB335EF 13. Term and Termination The initial term of this Agreement is 24 months commencing the first day of the month following receipt of signed acceptance. This Agreement may be terminated by a party at any time if the other party fails to fulfill any term or condition of this Agreement(Default). In the event of a Default,the non-defaulting party may send notice to the defaulting party identifying the Default and that the Agreement will be terminated unless the Default is cured within 15 days or such longer period as specified in the notice. If the Default is not timely cured, this Agreement will terminate without further notice,which is expressly waived hereby.The defaulting party will be responsible for and pay to the non- defaulting party any and all legal and/or collection costs incurred by that party in collecting monies due it pursuant to this Agreement. Upon such termination, J.J. Keller shall conduct an inventory of the work performed prior to the termination effective date. If the value of the work performed (based on J.J. Keller's standard rates) exceeds the monthly program fees already paid by Client,J. J.Keller shall prepare and deliver to Client a final invoice for the amount due. Client shall pay J.J. Keller the balance due for the work performed prior to such termination in accordance with the payments terms herein. F. Acceptance J,J. Keller's offer to enter this Agreement is extended for 30 calendar days from the date this offer is delivered to Client. This offer shall become a binding Agreement between Client and J.J.Keller upon written acceptance by J.J. Keller at its home office in Neenah Wl. We acknowledge and accept the Agreement as outlined and authorize J.J. Keller to proceed with implementation. Offer Date: —January 13,2022 Agreement#: 80160874 ELDT TRAINER CERTIFICATION PROGRAM Agreement Acceptance and Approval- CLIENT J.J.KELLER"99W90ES, INC. j Signature, _AjvJ _,el Signature: W-A" Name:ame: Title: Title: Director of Driver Training Date: 1 2-el -2 -2— Date, 3/1/2022 Page 7 of 7 Confildensial •External Recipients City of Round Rock ROUND ROCK TEXA{, Agenda Item Summary Agenda Number: Title: ELDT Trainer Certification Program Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 2/11/2022 Dept Director: Valerie Francois Cost: Indexes: Attachments: Department: Human Resources Text of Legislative File CM-2022-029 Consider executing a Professional Consulting Services Agreement with J.J. Keller & Associates for the Entry -Level Driver Training (ELDT) Trainer Certification Program. Cost: The first 12-month term is $1,346.50 per month. The second 12-month term (months 13 - 24) will be $62.50 per month, includes manuals for 15 students. 1f exceeded manuals will be invoiced at $50.00 per driver. Source of Funds: Transportation and Safety Department. City of Round Rock Page 1 of i