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Res No. 132-18 RESOLUTION NO. 132-18 A RESOLUTION OF THE CITY OF DELRAY BEACH, FLORIDA APPROVING AN AGREEMENT WITH TARGETSOLUTIONS LEARNING, LLC. FOR ONLINE TRAINING; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND TAKE ALL ACTIONS NECESSARY TO EFFECTUATE THIS AGREEMENT; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. WHEREAS, the City of Delray Beach (hereinafter referred to as the "City") is authorized to enter into agreements to provide services, programming and products in accordance with its Charter; and WHEREAS, the City desires to provide online training to the City of Delray Beach;and WHEREAS, the City desires to enter into an agreement with TargetSolutions Learning, LLC; and WHEREAS, the City Commission deems approval of this Resolution to be in the best interest of the health, safety, and welfare of the residents and citizens of the City of Delray Beach and the public at large. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH,FLORIDA,AS FOLLOWS: Section 1. The foregoing recitals are hereby affirmed and ratified. Section 2. The City Commission of the City of Delray Beach has reviewed and hereby approves this Agreement between the City and TargeSolutions, LLC, which is attached hereto and incorporated herein as "Exhibit A". Section 3. The City Comttission authorizes the City Manager to execute the Agreement and any amendments and/or renewals thereto, and take any other actions necessary to effectuate this Agreement. Section 4. This Resolution shall become effective immediately upon adoption. PASSED AND ADOPTED in-regular session on the 2018. � ATTEST: M A Y O R i Kateni Johns , City Clerk s pprove a s t form an legal sufficiency: R. Max x Lo D :` ity Attorney 2 TARGE<4 MIONS Client Agreement 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"or"City")and governs the purchase and ongoing use of the services described in this Agreement(the"Services"). 1. Services. TSL shall provide the following suggestions, ideas, enhancement requests, damages(including lost profits) arising out of or feedback,recommendations or other information in connection with this Agreement; and (b) the services: provided by Client,and this Agreement does not total liability of either party for any and all 1.1. Access. TSL will provide Client a non- convey to Client any rights of ownership to the damages, including, without limitation, direct exclusive, non-transferable, revocable, limited same. The TSL name and logo are trademarks damages, shall not exceed the amount of the license to remotely access and use the Services of TSL,and no right or license is granted to Client total fees due to, or already paid to,TSL for the hereunder and, unless prohibited by law, will to use them. preceding twelve(12)months. provide access to any person designated by Client 4.2. Except as otherwise agreed in writing or to 7.2. Indemnification. TSL shall indemnify and ("Users"). the extent necessary for Client to use the hold Client harmless from any and all claims, 1.2. Availability. TSL shall use commercially Services in accordance with this Agreement, damages, losses and expenses, including but reasonable efforts to display its content and Client shall not: (i) copy the course content in not limited to reasonable attorney fees, arising coursework for access and use by Client's Users whole or in part; (ii) display, reproduce, create out of or resulting from any third party claim that twenty-four (24) hours a day, seven (7) days a derivative works from, transmit, sell, distribute, the Services or any component thereof infringes week, subject to scheduled downtime for routine rent, lease, sublicense, transfer or in any way or violates any intellectual property right of any maintenance, emergency maintenance, system exploit the course content in whole or in part;(iii) person. outages and other outages beyond TSL's control. embed the course content into other products; 7.3. Assignment. Neither party may assign or 1.3. Help Desk. TSL will assist Users as needed (iv) use any trademarks, service marks, domain delegate its rights or obligations pursuant to this usage via a-mail, and a toll names, logos, or other identifiers of TSL or any Agreement without the prior written consent of on issues relating S free Help Desk five o days per is e-m at scheduled of its third party suppliers; or (v) reverse the other,provided that such consent shall not be eek hours. engineer,decompile,disassemble,or access the unreasonably withheld. Notwithstanding the source code of any TSL software. foregoing,TSL may freely assign or transfer any 2. Client's Obligations. 4.3. Client hereby authorizes TSL to share any or all of its rights without Client consent to an 2.1. Compliance. Client shall be responsible for intellectual property owned by Client ("User affiliate, or in connection with a merger, Users' compliance with this Agreement, and use Generated Content")that its Users upload to the acquisition, corporate reorganization, or sale of commercially reasonable efforts to prevent Community Resources section of TSL's website all or substantially all of its assets. unauthorized access to or use of the Services. with TSL's 3rd party customers and users that are 7.4. Force Maieure. TSL shall have no liability unrelated to Client ("Other TSL Customers"); for an failure or dela erformin an of its 2.2. Identify Users.Client shall(i)provide a listing provided that TSL must provide notice to Client's y y in p g y obligations pursuant to this Agreement due to,or of its designated/enrolled Users;(ii)cause each of users during the upload process that such User , its Users to complete a profile; (iii) maintain user Generated Content will be shared with such arising out of, any act not within its control, database by adding and removing Users as Other TSL Customers. including,without limitation,acts of God,strikes, appropriate. lockouts, war, riots, lightning, fire, storm, flood, 5. Term. explosion, interruption or delay in power supply, 2.3. Future Functionality. Client agrees that its computer virus, governmental laws or purchases hereunder are neither contingent on the The term of this Agreement shall commence on regulations. delivery of any future functionality or features nor the Effective Date, and will remain in full force dependent on any public comments regarding and effect for the term indicated in Schedule A 7.5. No Waiver. No waiver, amendment or future functionality or features. ("Term"). Upon expiration of the Initial Term,this modification of this Agreement shall be effective agreement shall automatically renew for unless in writing and signed by the parties. 3. Fees and Payments. successive one (1) year periods pursuant to 3.1. Fees. Client will a Agreement for the Services in Schedule A,unless notice is given by either party Severability. If any provision of this accordance with the fee schedule in Schedule A of its intent to terminate the Agreement, at least Agreement is found to be contrary to law by a sixty days prior to the scheduled termination court of competent jurisdiction, such provision attached to this Agreement. y60( )dy p shall be of no force or effect; but the remainder date. Agreement shall continue in full force and of this A 3.2.Payments. All fees due under this Agreement g must be paid in United States dollars. Such 6. Mutual Warranties and Disclaimer. effect. charges will be made in advance,according to the 6.1. Mutual Representations & Warranties. 7.7. Entire Agreement.This Agreement and its frequency stated in Schedule A. TSL will invoice Each party represents and warrants that it has exhibits represent the entire understanding and in advance,and such invoices are due net 30 days full authority to enter into this Agreement and to agreement between TSL and Client, and from the invoice date. All fees collected under this fully perform its obligations hereunder. supersedes all other negotiations, proposals, Agreement are fully earned when due and understandings and representations (written or nonrefundable when paid. 6.2. Disclaimer. EXCEPT AS EXPRESSLY oral)made by and between TSL and Client. PROVIDED HEREIN,NEITHER PARTY MAKES 3.3.Suspension of Service for Overdue Payments. ANY WARRANTIES OF ANY KIND,WHETHER Any fees unpaid for more than ten(10)days past EXPRESS, IMPLIED, STATUTORY OR 7.8. Public Records. IF the due date shall bear interest at 1.5%per month. OTHERWISE, INCLUDING ANY TARG ETSOLUTIONS With fifteen (15) days prior written notice, TSL WARRANTIES OF MERCHANTABILITY OR shall have the right, in addition to all other rights FITNESS FORA PARTICULAR PURPOSE,TO HAS QUESTIONS and remedies to which TSL may be entitled, to THE MAXIMUM EXTENT PERMITTED BY suspend Client's Users' access to the Services APPLICABLE LAW. REGARDING THE until all overdue payments are paid in full. APPLICATION OF 7. Miscellaneous. 4. Intellectual Property Rights. p CHAPTER 119, FLORIDA 7.1. Limitation on Liability.Except as it relates to 4.1. Client acknowledges that TSL alone(and its claims relate(to Section 4 or Section 7.2 of this STATUTES, T® THE licensors, where applicable) shall own all rights, Agreement, a p in no event shall either art be title and interest in and to TSL's software,website liable to the other,whether in contract,warranty, or technology, the course content, and the tort (including negligence) or otherwise, for TARGETSOLUTIONS S Services provided by TSL, as well as any and all special, incidental, indirect or consequential [SIGNATURE PAGE IMMEDIATELY FOLLOWS] Rev M DUTY T PROVIDE In accordance with state law,Target Solutions • If TSL does not comply with this section, agrees to: the City shall enforce the contract provisions PUBLIC RECORDS Keep and maintain all records that in accordance with the contract. ELATING TO THIS ordinarily and necessarily would be required 7.9 Inspector General. TSL is aware that the by the City in order to perform services Inspector General of Palm Beach County has the AGREEMENT, CONTACT hereunder. authority to investigate and audit matters relating THE CUSTODIAN OF Provide the public with access to public c the negotiation and performance of this demand and obtain records ords on the same terms and conditions that contract and may PUBLIC RECORDS AT the City would provide for the records and at a and testimony from TSL and its sub licensees cost that does not exceed the costs provided and lower tier sub licensees. TSL understands CITY OF DELRAY BEACH and agrees that in addition to all other remedies 9 in Chapter 119, Fla. Stat. or as otherwise and consequences provided by law,the failure of CITY CLERK' 100 N.W. provided by law. TSL or its sub licensee or lower tier sub licensees 15TH AVE. DELRAY ' Ensure that public records that are to fully cooperate with the Inspector General exempt or confidential and exempt from public when requested may be deemed by the City to EACH FLORIDA. THE records disclosure are not disclosed except as be a material breach of this Agreement justifying authorized by law. its termination. CITY CLERK'S OFFICE ® Meet all requirements for retaining public 7.10 Fiscal Funding Out Clause. The MAY BE CONTACTED BY records and transfer,at no cost,to the City all continuation of this Agreement beyond the end records in possession of the TSL at the of any fiscal year shall be subject to both the PHONE AT 561®243-7050 termination of the contract and destroy any appropriation and the availability of funds in public records that are exempt or confidential accordance with Florida law. R VIA EMAIL AT and exempt from public records disclosure IT L L requirements.All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. IN WITNESS WHEREOF,the parties have executed this Agreement as of the last date set forth below. TargetSolutions Learning, LLC Client Name: City of Delray Beach 4890 W. Kennedy Boulevard,Suite 300 100 NW 1st Avenue Tampa, FL 33608 Delray Beach, Florida 33444 t e� By: By: LI/I U Printed Name: Jennifer Antinone Printed Name: Mark R. La ier Title: Director of Client Success Title: City Manager LI�Date: ( t Date: Approved as to form nd i 5., denC ney ATTEST. Page 2 City erk i Schedule A RIG,, J BY'`gV`E-C-1IOR SOL_U.l"P"IONS DATE of SUBMISSION TargetSolutions by Vector Solutions 8/6/2018 4890 W KENNEDY BLVD.SUITE 300 LICENSE TERMS: 9/21/2018-9/20/2021 TAMPA, FL 33609 Contract Renewal Proposal Exclusively Created for: 877-944-6372-TOLL FREE City of Delray Beach 858-592-6880-DIRECT/858-487-8762-FAX ATTN: Sharon Liebowitz 100 NW 1st Avenue Account Manager: Krista Woodin Delray Beach, Florida 33444 Email: krista.woodin@/ectorsolutions.com 561-243-7083 Phone: 858.376.1618 TargetSolutions Online Training Platform License Customized Website,Administration Tools,and Applications DESCRIPTION UNIT PRICE QUANTITY TOTAL PER USER (#of Users) YEAR ONE: 9/21/2018-9/20/2019 $ 45.00 880 $ 39,600.00 YEAR TWO: 9/21/2019-9/20/2020 $ 45.00 880 $ 39,600.00 YEAR THREE: 9/21/2020-9/20/2021 $ 45.00 880 $ 39,600.00 OPTIONAL:YEAR FOUR: 9/21/2021-9/20/2022 $ 45.00 880 $ 39,600.00 OPTIONAL:YEAR FIVE: 9/21/2022-9/20/2023 $ 45.00 880 $ 39,600.00 3 Year Agreement with the option to renew two additional years. Annual Maintenance Fee $ 395.00 1 $ 395.00 Annual Enterprise Fee $ 500.00 1 Waived $ - $ - $ - TOTAL DUE ANNUALLY $ 39,995.00 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 Platform System Requirements and Platform Solutions Description documents listed in detail at the following url: http://www.targetsolutions.com/clients/client-resources/ TargetSolutions,Inc.business proposal pricing is good for 10 days from Date of Submission listed above.