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Home My WebLink AboutSoftware Agreement - Target Solutions - Software and Training Content for SBFD1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND- INDIANA 46601-1830 CITY OF SOUTH BEND PETE BUTTIGIEG, MAY BOARD OF PUBLIC WORKS I April 9, 2019 David Farrar Target Solutions 10805 Rancho Bernardo Road, Suite 200 San Diego, CA 92127 RE: Software Agreement Dear Mr. Farrar: PHONE 574/235-9251 FAX 574/ 235-9171 The Board of Public Works, at its meeting held on April 9, 2019, approved the above referenced agreement regarding training software, hosts, and track training content for the Fire Department in the amount of $21,035. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DoRAu SCHEDULE A 6`�',F�'1D�'"a°�'"I'"r�[L m i� ma <o LLMONS DATE of SUBMISSION 2/4/2019 TargetSolutions 10805 RANCHO BERNARDO ROAD, SUITE 200 LICENSE TERMS: 12 months billed annually Proposal To: SAN DIEGO, CA 92127-5703 877-944-6372 - TOLL FREE South Bend Fire Department 858-592-6880 - DIRECT / 858-487-8762 - FAX Assistant Chief Todd Skwarcan 1222 S. Michigan St. TS Sales Contact: David Farrar South Bend, IN. 46601 Email: david,farrar tar etsolutions.com tskwarca@southbendin.gov Phone: 773-294-7215 574.235.9255 Tools, and Applications TargetSolutions Online Training Platform License Customized Website, Administration DESCRIPTION UNIT PRICE QUANTITY TOTAL PER USER (# of Users) Premier Membership Platform-3/31/19-3/30/20 $ 80.00 258 $ 20,640.00 Full RMS/LMS platform capabilities and online course library of HR & Employment Practices, Office Skills,OSHA & Compliance, Driving Safety, Fire, NFPA, EVO & EMS Recertification course bundles. ISO included and OSHA Tracking included. Optional Products and/or services: $ One Time Set Up Fee (Waived:see Notes) $ _ $0 Annual Maintenance Fee $ 395.00 1 $395.00 TOTAL DUE: (258 Total Users and Annual $21,035.00 Maintenance Fee of $395) Notes: Discounted rate from Premier from $109/user/yr to $80/user/yr. . $1500 set up fee is waived. Special discounted rate granted for FDs in St. Joseph County, IN. By signing the Client agreement, you are 1) agreeing to the pricing and terms presented in this proposal; 2) agreeing you have read and accept the Client Agreement and License terms and; 3) agreeing you have read the TargetSolutions Plaform System Requirements and Platform Solution Description documents listed in detail at the following url: htt : www.tar �etsolutioiis.com clients clie�it-resources TargetSolutions, Inc. business proposal pricing is good for 30 days from Date of Submission listed above. Il "" Client a A This Client Agreement (the "Agreement"), effected as of the date noted in the attached Schedule A (the "Effective Date"), is by and between TargetSolutions Learning, LLC. ("TSL"), a Delaware limited liability company, and the undersigned client ("Client"), and governs the purchase and ongoing use of the services described in this Agreement (the "Services"). 1. Service. TSL shall provide the following services: 1.1. Access. TSL will provide Client a non- exclusive, non -transferable, revocable, limited license to remotely access and use the Services hereunder and, unless prohibited by law, will provide access to any person designated by Client ("Users'). 1.2. Av Il ilit . TSL shall use commercially reasonable efforts to display its content and coursework for access and use by Client's Users twenty-four (24) hours a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system outages and other outages beyond TSL's control. 1,3. Help ales TSL will assist Users as needed on issues relating to usage via e-mail, and a toll free Help Desk five (5) days per week at scheduled hours. 2. Client' 0blf a i n •. 2.1. Compliance. Client shall be responsible for Users' compliance with this Agreement, and use commercially reasonable efforts to prevent unauthorized access to or use of the Services. 2.2. Identify Users, client shall (i) provide a listing of its designated/enrolled Users; (ii) cause each of its Users to complete a profile; (iii) maintain user database by adding and removing Users as appropriate. 2.3r Future Emagjignality,.Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any public comments regarding future functionality or features, 3. Fees and PaNMontS. 31. Fees. Client will pay for the Services in accordance with the fee schedule in Schedule A attached to this Agreement. Fees listed in Schedule A shall be increased by 3% per year both during the term of this Agreement, as well as for any renewal terms, 3.2. Payments. All fees due under this Agreement must be paid in United States dollars. Such charges will be made in advance, according to the frequency stated in Schedule A. TSL will invoice in advance, and such invoices are due net 30 days from the invoice date, All fees collected under this Agreement are fully earned when due and nonrefundable when paid. 3.3. us2enji n of S&vjce for Overdue Payments Any fees unpaid for more than ten (10) days past the due date shall bear interest at 1.5% per month. With fifteen (15) days prior written notice. TSL shall have the right, in addition to all other rights and remedies to which TSL may be entitled, to suspend Client's Users' access to the Services until all overdue payments are paid in full, 4. Int lie ual Pro gq Ri hts. 4.1, Client acknowledges that TSL alone (and its licensors, where applicable) shall own all rights, title and interest in and to TSL's software, website or technology, the course content, and the Services provided by TSL, as well as any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client, and this Agreement does not convey to Client any rights of ownership to the same. The TSL name and logo are trademarks of TSL, and no right or license is granted to Client to use them. 4.2. Except as otherwise agreed in writing or to the extent necessary for Client to use the Services in accordance with this Agreement, Client shall not: (i) copy the course content in whole or in part; (ii) display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, transfer or in any way exploit the course content in whole or in part; (iii) embed the course content into other products; (iv) use any trademarks, service marks, domain names, logos, or other identifiers of TSL or any of its third party suppliers; or (v) reverse engineer, decompile, disassemble, or access the source code of any TSL software. 4.3. Client hereby authorizes TSL to share any intellectual property owned by Client ("User Generated Content") that its Users upload to the Community Resources section of TSL's website with TSL's 3'" party customers and users that are unrelated to Client ("Other TSL Customers"); provided that TSL must provide notice to Client's users during the upload process that such User Generated Content will be shared with such Other TSL Customers, 5. Term. The term of this Agreement shall commence on the Effective Date, and will remain in full force and effect for the term indicated in Schedule A ('Term"). Upon expiration of the Initial Term, this agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term"), unless notice is given by either party of its intent to terminate the Agreement, at least sixty (60) days prior to the scheduled termination date. Upon expiration of the Initial or any Renewal Term, access to the Services may remain active for thirty (30) days solely for purpose of Company's record keeping (the "Expiration Period"). Any access to or usage of the Services following the Expiration Period shall be deemed Client's renewal of the Agreement under the same terms and conditions.. 6. Mutual Warranties and Disclaimer. 6.1. Mutual Representalions & Warganties, Each party represents and warrants that it has full authority to enter into this Agreement and to fully perform its obligations hereunder. 6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 7. Miscellaneous. 7.1. Limitation on Liability. Except as it relates to claims related to Section 4 or Section 7.2 of this Agreement, (a) in no event shall either party be liable to the other, whether in contract, warranty, tort (including negligence) or otherwise, for special, incidental, indirect or consequential damages (including lost profits) arising out of or in connection with this Agreement; and (b) the total liability of either party for any and all damages, including, without limitation, direct damages, shall not exceed the amount of the total fees due to, or already paid to, TSL for the preceding twelve (12) months. T2. Indemnllica0on. TSL shall indemnify and hold Client harmless from any and all claims, damages, losses and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third party claim that the Services or any component thereof infringes or violates any intellectual property right of any person. 7.3.. Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other, provided that such consent shall not be unreasonably withheld. Notwithstanding the foregoing, TSL may freely assign or transfer any or all of its rights without Client consent to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. 7.4 EgjC Maleure, TSL shall have no liability for any failure or delay in performing any of its obligations pursuant to this Agreement due to, or arising out of, any act not within its control, including, without limitation, acts of God, strikes, lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, computer virus, governmental laws or regulations. 7.5. Waiver.;, No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by the parties. 7.6. everabilily• If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect; but the remainder of this Agreement shall continue in full force and effect. 7.7. Entire A reement. This Agreement and its exhibits represent the entire understanding and agreement between TSL and Client, and supersedes all other negotiations, proposals, understandings and representations (written or oral) made by and between TSL and Client, [SIGNATURE PAGE IMMEDIATELY FOLLOWS] Rev 0 IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date set forth below. TargetSolutions Learning, LLC ClientName :South Bend Fire Department Address: 1222 S. Michigan St. South Bend, IN. 46601 ear.'. Byo " R M t1 PIMki By: Printed Name: q '19Printed Name: "^ 1N Title: mm Title: Date: Date: Rev P Schedule A (Attached) Rev P Linda Martin From: M. Catherine Fanello <cfanello@kdlegal.com> Sent: Wednesday, April 03, 2019 2:39 PM To: Linda Martin Subject: RE: BPW Agenda Item -Target Solutions Linda, The only comments I have is that the Fire Department should be aware that (i) this contract renews automatically each year unless a 60-day cancellation notice is given prior to termination date and (ii) there is an automatic 3% increase in fees each year the contract is in force. Otherwise, no issues. Catherine M. Catherine Fanello Senior Attorney Krieg DeVault LLP 4101 Edison Lakes Parkway Suite 100 Mishawaka, IN 46545 Phone: 317-238-6359 Mobile: 574-229-2327 Fax: 574-277-1201 One Indiana Square Suite 2800 Indianapolis, IN 46204-2079 Phone: 317-238-6359 Mobile: 574-229-2327 Fax: 317-636-1507 ��tri(I„P��Nf!B�I.ca�rrw I r,�ww �r_Ne1t�"�+��?p4.,c�scroi. KRIEG I DEVAULT Intl,Ina I Ilhnol" � I'rniiid"" CONFIDENTIALITY STATEMENT This e-mail message is for the sole use of the recipient(s) and may contain confidential and privileged information. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient(s), please contact the sender by reply e-mail and destroy all copies of the original message. -----Original Message ----- From: Linda Martin [mailto:lmartin@southbendin.gov] Sent: Tuesday, April 02, 2019 8:03 AM To: M. Catherine Fanello Subject: FW: BPW Agenda Item -Target Solutions Another one. Linda Martin Executive Assistant and Director of Special Projects, Clerk of the Boards Linda Martin From: M. Catherine Fanello <cfanello@kdlegal.com> Sent: Wednesday, April 03, 2019 2:45 PM To: Linda Martin Subject: RE: Updated Pricing and Estimation The document references acceptance of agreements provided by only accessing website (see below). We should not sign off on accepting agreement terms only available by accessing a website. They need to provide hardcopy of all agreements. Otherwise, my advice to Board is not to sign. CLIENT ACCEPTANCE By signing below, Client agrees that Client has read and agrees to the General Terms found at: 9attp�//r tr,�,�c;�l:��fr,��caic��N•.�c�t°�a,J"0.`��a�c�ti��a �t.r�;t/��c�l,��/ a'�Mi'lettca�?i.aell��l, 8�� a�b�a��/(;��d�eraa.l°."1'e�°r�a.- 052,3201TpOf and the business associate agreement located at arl r° �y ,c �„ c., axe f t� i e� col s g era f gied,ia C;Mi'% ,ti tQ./Legal l rsa. , r .c � / i 4 ,.1 " 1 0i _.-Of.The person signing below further represents that he/she is duly authorized to execute the Agreement on Client's behalf. Catherine M. Catherine Fanello Senior Attorney Krieg DeVault LLP 4101 Edison Lakes Parkway Suite 100 1L One Indiana Square Suite 2800 Mishawaka, IN 46545 Indianapolis, IN 46204-2079 Phone:317-238-6359 Phone:317-238-6359 Mobile: 574-229-2327 Mobile: 574-229-2327 Fax:574-277-1201 Fax:317-636-1507 cl �rtYgaY¢c61a �rl ccrfara�l � www ka'q�,dwry��aaalt„„cc�a,d"b CalI KRIEG I DEVAULT ndiorw I Illino!'� I I Jorid" CONFIDENTIALITY STATEMENT This e-mail message is for the sole use of the recipient(s) and may contain confidential and privileged information. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient(s), please contact the sender by reply e-mail and destroy all copies of the original message. From: Linda Martin [ma ilto:lmartin@south bend in.gov] Sent: Tuesday, April 02, 2019 8:22 AM To: M. Catherine Fanello Subject: FW: Updated Pricing and Estimation c,�ZnA7 C>Wawn Executive Assistant and Director of Special Projects, Clerk of the Boards P'', (574) 235-9253 nail be City ov City of South Bend 227 W. Jefferson Blvd., Ste. 1316 South Bend, IN 46601 EXCELLENCE ACCOUNTABILITY INNOVATION INCLUSION E From: Todd Skwarcan[mailto:tskwarca@southbendin.gov] Sent: Monday, April 01, 2019 4:46 PM To: Elliot A. Anderson; Julie Thompson; Linda Martin; Clara McDaniels Subject: FW: Updated Pricing and Estimation All, We've been able to put estimates to our proposed move to an online clearing house for claims processing. This has been figured as a worst case scenario and a not to exceed. I will furnish a hard copy, but we will be "checking all the boxes" on the attached agreement when asking the Boards Consideration. Thanks, Todd EXCELLENCE Todd Skwarcan City of South Pend Asst Fire Chief Fire Department 574-235-9257 574-235-9255.'.oi, 574-532-6546I ioP�i(e TSK'v:'w.RCw;�South6enditl,Gov 1222 S, Michigan St. 46601 South Pend IN ACCOUNTABILITY INNOVATION INCLUSION EMPOWERMENT From: r ,!ic r Riri erer�,co tiiz rit t'om <An q? is 9 Rinidercm' rt rJ„iz��rtt,com Sent: Monday, April 1, 2019 4:15 PM To: Todd Skwarcan <'tskw rca �°�g� , arn,ggy> Subject: Updated Pricing and Estimation Todd, I have attached updated pricing and the spreadsheet with estimates, *1 added Claims Status Inquiry to the Electronic Claims and Remittance *1 bumped up the claim volume minimum to 2,500 but was able to lower the per claim thereafter 3 *Paper claims and secondary claims will only be charged if and when we send them *Patient Statement could fluctuate based on volume each month — some months may be higher or lower — I was not sure if you were printing them in house or not but these is also a savings when it comes to supplies, time/labor, etc. Let me know what your thoughts are and I will let you know when I hear back from legal as well. Thank you! Ask me about our redentigrl r erwr�� 7�1 National Account Executive, Sales Office: (00) 969..-366 Z Ext. 14,53 IMobilc°. (61 )411.0...366 I: axe (31.4)802-6822 IIIr®vlde rSolutions' G �iZ r rrr(,vi .f;;t oo ,,I yONFOENVIAl..11i'N NOTICE This electronic irn ssrsge transiryin;s" � y � If � Lh entity to wr�tr'6rh of is addressed �airv� irnay co nta'irr'iiroforrraat�ioin lon I „ Orrt,ernded oro9 for then aeirson or that us privileged, confidential or otherwise protected frolrr) disclosure, ilnclud'urng I erso na-0 health or other infornnaat'ion w»wlh'ichl may be protected by federal or st,ate^. lawny. If you Inane receNed tWs transmission, Itaaat are not the uirntair ded recipient, one are hereby notified that any disclosure, co a n f y y y ti y'n&„ utua;tir'tl&auut,iorn or loae of the contents of this inform adon is strictly prohilb: ted If YOU have received this e n"rnaH in eniror„ please contact the tender of the e- mad and destroy the orugii mo rrnessage and aH coroies. This e-mail and any files transmitted with it are for the sole use of the intended recipient(s) and may contain confidential and privileged information. If you are not the intended recipient(s), please reply to the sender and destroy all copies of the original message. Any unauthorized review, use, disclosure, dissemination, forwarding, printing or copying of this email, and/or any action taken in reliance on the contents of this e-mail is strictly prohibited and may be unlawful. Where permitted by applicable law, this e-mail and other e-mail communications sent to and from Cognizant e-mail addresses may be monitored. 4 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM ...... 9 Department Date 4/1./1Fire...... ... ... .. � BPW Date 4/9/19 Phone 9255 Name Todd Skwarcan, A/C Services mmmmnmmnmmmmmm Mlmmm m ua�umea w� rur�wn wwwhmuuuuummimimmmmmmmmmmmmmmmmmmmmmnun, ems..... imimmmmmw WN o Legal Attorney Name Elliot Anderson, Clara McDaniel a Fu -0 Controller review is required for all Contracts $5,000.00 or more .5 o` += c6 Controller and greater than one year in length per the City Purchasing a m° Policy U) Purchasing Check thewA Agreement Claim Bid Onin...... ..... Chi Order No. _El Quote P g— ................. Ease./Encroac h, (� Other: ropriate Item Type - 6 Contract .. Bid Award Quote Awardmmmmm C/O &.. PCA No. Traffic Control iced for All Submissions D Proposal F Add endum uired Information Dispersal After Approval Copy Original to Advertise 1' G I Title Sheet PCA Resolution