HomeMy WebLinkAboutTarget Solutions 2019-04-30Schedule A
/0/9 zzz-
By signing the Client Agreement, you are 1) agreeing to the pricing and terms presented in the Agreement; 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 Solution Description documents listed in detail at the following url:
https://targetsolutions.com/clients/client-resources/
Date: 04-30-2019
Pricing Valid for 30 days.
Client Information
Client Name: Cit of Ukiah
Address:
300 Seminary Avenue
Ukiah, California 95482
Primary Contact Name:
Sheri Mannion
Terms
Primary Contact Phone:
(707) 467-6244
Effective Date:
07-01-2019
Initial Term (months):
12
Invoicing Contact Information (Please fill in missing information)
Billing Contact Name: Sheri Mannion
Billing Address:
300 Seminary Avenue
Ukiah, California 95482
Billing Email:
smannion(u,city'ofukia h.com
Online Training Platform License
Billing Phone:
(707) 467-6244
PO#:
Billing
Frequency:
Annual
Payment
Terms:
Net 30
Product
Description
Quantity
(# of
Users)
Unit Price
Per User
Total
TargetSolutions City Enterprise
Enterprise site functionality is
included at no additional cost.
N/A
waived
$0
TargetSolutions Premier
Membership Platform
OSHA package plus Water CEU
package
31
$89.00
$2,759.00
TargetSolutions Maintenance
Fee
Water user site
1
$395.00
$395.00
TargetSolutions Maintenance
Fee
All additional non -water employees'
site
1
$395.00
$395.00
Rev P
TargetSolutions Premier
Membership Platform
Basic OSHA package includes:
OSHA, HR, Motor Vehicle Safety,
Project Management, Office
Productivity, Business Skills. Spanish
189
$49.00
$9,261.00
Total:
Grand Total (including Implementation & Training):
$12,810.00
$12,810.00
Please note that this is not an invoice and taxes are excluded. An invoice will be sent within fourteen
(14) business days of your Contract Start Date.
HST Number: 807150412RT0001
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"), and govems the purchase
and ongoing use of the services described in this Agreement (the "Services").
1. Services. 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. Availability. 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 Desk. 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's Obligations.
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.
2.3. Future Functionality. 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 Payments.
3.1 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
or Canadian Dollars as applicable to Client's
location. 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
eamed when due and nonrefundable when paid.
3.3. Suspension of Service 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. Intellectual Property Rights.
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. .If Client chooses to participate by uploading
its information to the Community Resources
website 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 3id 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
Rev O
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 Representations & Warranties. 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.
6.3 WORKPLACE SAFETY IS YOUR
RESPONSIBILITY. THAT DUTY CANNOT BE
DELEGATED AND TSL ACCEPTS NO
DELEGATION OF THAT DUTY. TSL WILL
ASSIST YOU BY PROVIDING SPECIFIC
SERVICES FOR WHICH YOU HAVE
CONTRACTED.
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
IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date set forth below.
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.
7.2. Indemnification. TSL shall indemnify and
hold Client harmless from any and all claims,
damages, losses and expenses, including but
not limited to reasonable attomey 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 Force Maieure. 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,
TargetSolutions Learning, LLC
4890 W. Kennedy Blvd., Suite 300
Tampa, FL 33609
By: 't K; o0
Printed Name: Phil Coons
Title: Vp Of Sales
Date: 5/20/19
explosion, interruption or delay in power supply,
computer virus, govemmental laws or
regulations.
7.5. No Waiver. No waiver, amendment or
modification of this Agreement shall be effective
unless in writing and signed by the parties.
7.6. Severability. 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. Export Regulations. All Content and
Services and technical data delivered under this
agreement are subject to applicable US and
Canadian laws and may be subject to export
and import regulations in other countries. You
agree to comply strictly with all such laws and
regulations and acknowledge that you have the
responsibility to obtain such licenses to export,
re-export, or import as may be required after
delivery to you.
7.8. Entire Agreement. 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.
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
By:
Printed Name: Sage Sangiacomo
Title: City Manager
Date: s -D-- /12,
Rev Q