HomeMy WebLinkAboutA8337 - TARGETSOLUTIONS LEARNING (TSL) - FIRE DEPT LEARNING SOFTWARE PLATFORM Schedule A
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:/Itargetsolutions.com/clients/client-resources/
Date: 08-01-2019
Pricing Valid for 30 days.
Client Information
Client Name: Palm Springs Fire Department
Address:
300 N El Cielo Palm Springs CA 92262
Terms
Effective Date: Initial Term (months):
08.31.2019 36
Invoicing Contact Information Please fill in missing information
Billing Contact Name: Staci Kolbeck
Billing Address: Billing Phone:
300 N. El Cielo Road 760-323-8186
Palm Springs, California 92262
Billing Email: PO#: Billing Payment
staci.kolbeck@palmspringsca.gov Frequency: Terms:
Annual Net 30
Online Training Platform License
Quantity Unit Price
Product Description (#of Per User Total
Users
TargetSolutions Maintenance Fee 1 $395.00 $395.00
TargetSolutions Fire 66 $99.00 $6,534.00
Total: $6,929.00
Grand Total (including Implementation &Training): $6,929.00
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.
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HST Number: 807150412RT0001
TA •LUTIOIVS
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 governs the purchase and ongoing
use of the services described in this Agreement and in Exhibit"A",attached hereto and incorporated herein by this reference(the"Services").
1. Services. TSL shall provide the Services as in advance, and such invoices are due net 30 successive one (1) year periods (each, a
follows: days from the invoice date. "Renewal Term"),unless notice is given by either
3.3. Suspension of Service for Overdue party of its intent to terminate the Agreement,at
1.1.Access. During the term of this Agreement, least sixty (60) days prior to the scheduled
Payments. Any fees unpaid for more than ten
TSL will provide Client a nonexclusive, non- (10)days past the due date shall bear interest at termination date. Upon expiration of the Initial or
transferable, irrevocable (except for cause), (10) per month With fifteen (15) days prior any Renewal Term,access to the Services may
limited license to remotely access and use the . remain active for thirty (30) days solely for
in TSL shall have the right,
Services hereunder and,unless prohibited by law, written notice, purpose of Company's record keeping (the
will provide access to any person designated by addition to all other rights and remedies to which "Expiration Period").Any access to or usage of
to suspend Client's Users'
Client("Users").TSL agrees that Services will be TSL may be entitled, the Services following the Expiration Period shall
performed in accordance with generally accepted access to the Services until all overdue be deemed Client's renewal of the Agreement
industry standards. payments are paid in full. under the same terms and conditions.
1.2. Availability. TSL shall use commercially 4. Intellectual Property Rights. 5.2 Termination of Cause. Either TSL or Client
reasonable efforts to display its content and 4.1. Client acknowledges that TSL alone(and its may terminate this Agreement by written notice
coursework for access and use by Client's Users licensors,where applicable)shall own all rights, to the other Party if the other Party breaches any
twenty-four (24) hours a day, seven (7) days a title and interest in and to TSL's software, of its obligations hereunder and fails to remedy
week, subject to scheduled downtime for routine website or technology, the course content, and the breach within thirty(30)days after receiving
maintenance, emergency maintenance, system the Services provided by TSL,as well as any and written notice of such breach from the non-
outages and other outages beyond TSL's control. all suggestions, ideas, enhancement requests, breaching Party.Upon such termination by Client
TSL shall make all reasonable efforts to correct feedback,recommendations or other information for TSL's breach,Client shall be entitled to a pro-
unscheduled downtime and other unscheduled provided by Client,and this Agreement does not rated refund of fees already paid as its sole and
outages or errors within a commercially convey to Client any rights of ownership to the exclusive remedy for such breach.
reasonable time. same. The TSL name and logo are trademarks 5.3 Termination for Convenience. Client may
1.3. Help Desk. TSL will assist Users as needed of TSL,and no right or license is granted to Client terminate this Agreement at any time without
on issues relating to usage via e-mail, and a toll to use them. cause,by providing at least thirty(30)days'prior
free Help Desk five(5)days perweek at scheduled 4.2. Except as otherwise agreed in writing or to written notice to TSL provided that in the event of
hours. the extent necessary for Client to use the such termination, Client will not be entitled to a
2. Client's Obligations. Services in accordance with this Agreement, refund of any fees already paid to TSL.
Client shall not: (i) copy the course content in
6. Mutual Warranties and Disclaimer.
2.1. Compliance. Client shall be responsible for whole or in part; (ii) display, reproduce, create
Users' compliance with this Agreement and use derivative works from, transmit, sell, distribute, 6.1. Mutual Representations & Warranties.
commercially reasonable efforts to prevent rent, lease, sublicense, transfer or in any way Each party represents and warrants that it has
unauthorized access to or use of the Services. exploit the course content in whole or in part;(iii) full authority to enter into this Agreement and to
embed the course content into other products; fully perform its obligations hereunder.
2.2.Identify Users.Client shall(i)provide a listing (iv) use any trademarks, service marks, domain
of its designated/enrolled Users;(ii)cause each of 6.2. Disclaimer. EXCEPT AS EXPRESSLY
names, logos, or other identifiers of TSL or any
its Users to complete a profile; (iii) maintain user PROVIDE+D HEREIN, NEITHER PARTY
database by adding and removing Users as of its third party suppliers; or (v) reverse MAKES ANY WARRANTIES OF ANY KIND,
of a
source code of any
appropriate. engineer,de ny TSL software.e,disassemble,or access the WHETHER EXPRESS, IMPLIED,STATUTORY
OR OTHERWISE, INCLUDING ANY
2.3. Future Functionality. Client agrees that its 4.3..If Client chooses to participate by uploading WARRANTIES OF MERCHANTABILITY OR
purchases hereunder are neither contingent on the its information to the Community Resources FITNESS FOR A PARTICULAR PURPOSE,TO
delivery of any future functionality or features nor website Client hereby authorizes TSL to share THE MAXIMUM EXTENT PERMITTED BY
dependent on any public comments regarding any intellectual property owned by Client ("User APPLICABLE LAW. '
future functionality or features. Generated Content")that its Users upload to the
Community Resources section of TSL's website RE WORKPLACE SAFETY A YOUR
3. Fees and Payments. ty RESPONSIBILITY. THAT DUTY CANNOT BE
with TSL's 3rd party customers and users that are DELEGATED AND TSL ACCEPTS NO
3.1. Fees. Client will pay for the Services in unrelated to Client ("Other TSL Customers");
accordance with the fee schedule in Schedule A provided that TSL must provide notice to Client's DELEGATION OF THAT DUTY. TSL WILL
attached to this Agreement. Fees listed in users during the upload process that such User ASSIST YOU BY PROVIDING SPECIFIC
Schedule A shall be increased by 3% per year Generated Content will be shared with such SERVICES FOR WHICH YOU HAVE
both during the term of this Agreement,as well as Other TSL Customers. CONTRACTED.
for any renewal terms. 7. Miscellaneous.
5. Term and Termination.
3.2.Payments. All fees due under this Agreement 7.1. Limitation on Liability.Except as it relates to
must be aid in United States dollars or Canadian 5.1 The term of this Agreement shall commence
p on the Effective Date and will remain in full force claims related Section 4 or Section this
Dollars as applicable to Client's location. Such Agreement, (a))in no event shall eitherr party
y be
charges will be made in advance,according to the and effect for the tern indicated in Schedule A liable to the other,whether in contract,warranty,
frequency stated in Schedule A. TSL will invoice ("Term"). Upon expiration of the Initial Term,this tort (including negligence) or otherwise, for
agreement shall automatically renew for
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special, incidental, indirect or consequential resulting from any error or negligent or wrongful arising out of, any act not within its control,
damages(including lost profits)arising out of or in act or omission of TSL, TSL's agents, officers, including,without limitation,acts of God,strikes,
connection with this Agreement; and (b)the total employees, subconsultants, or independent lockouts, war, riots, lightning, fire, storm, flood,
liability of either party for any and all damages, consultants hired by TSL under this Agreement. explosion, interruption or delay in power supply,
including,without limitation,direct damages,shall TSL's obligations apply regardless of whether or computer virus, governmental laws or
not exceed the amount of the total fees due to,or not a liability is caused or contributed to by the regulations.
already paid to,TSL for the preceding twelve(12) negligence (including passive negligence) or 7.5. No Waiver. No Waiver, amendment or
months. other act or omission of an Indemnified Parry, modification of this Agreement shall be effective
except to the extent that liability is caused by the unless in writing and signed by the parties.
7.2. Intellectual Property Indemnification. TSL active negligence, or willful misconduct of an
shall indemnify and hold Client harmless from any Indemnified Party. In such case, TSL's 7.6. Severability. If any provision of this
and all claims, damages, losses and expenses, indemnification obligation shall be reduced in Agreement is found to be contrary to law by a
including but not limited to reasonable attorney proportion to the Indemnified Party's share of court of competent jurisdiction, such provision
fees,arising out of or resulting from any third-party liability for its active negligence or willful shall be of no force or effect; but the remainder
claim that the Services or any component thereof misconduct,if any. The acceptance or approval of this Agreement shall continue in full force and
infringes or violates any intellectual property right of TSL's work by an Indemnified Party shall not effect.
of any person. relieve or reduce TSL's indemnification
obligation. TSL's indemnification obligation shall 7.7• Export Regulations. All Content and
7.3 General Indemnification. To the fullest extent survive the termination of this Agreement. Services and technical data delivered under this
permitted by law and subject to the types and agreement are subject to applicable US and
amounts of insurance set forth in TSL's Certificate 7.4. Assignment. Neither party may assign or Canadian laws and may be subject to export and
of Insurance, a copy of which is attached as delegate its rights or obligations pursuant to this import regulations in other countries. You agree
Exhibit B ,TSL agrees to indemnify, defend(with Agreement without the prior written consent of to comply strictly with all such laws and
independent counsel approved by the Client)and the other,provided that such consent shall not be regulations and acknowledge that you have the
hold harmless the Client and its officers, unreasonably withheld. Notwithstanding the
employees and elected and appointed officials, foregoing,TSL may freely assign or transfer any responsibility to obtain such licenses to export,
and volunteers(each,an"Indemnified Party")from or all of its rights without Client consent to an re-export, or import as may be required after
and against all liabilities (including without affiliate, or in connection with a merger, delivery to you.
limitation all claims, losses, damages, penalties, acquisition, corporate reorganization, or sale of
fines,and'ud judgments,associated investigation and 7,h Entire Agreement.This Agreement and its
1 g g all or substantially all of its assets provided that schedules and exhibits represent the entire
administrative expenses, and defense costs, there is no material change to the Services being
including but not limited to reasonable attorneys' provided or the cost of those Services. understanding and agreement between TSL and
fees, court costs and costs of alternative dispute Client, and supersedes all other negotiations,
resolution)regardless of nature or type,expressly 7.4 Force Maieure. TSL shall have no liability proposals, understandings and representations
including but not limited to those arising from for any failure or delay in performing any of its (written or oral)made by and between TSL and
bodily injury or property damage,arising out of or obligations pursuant to this Agreement due to,or Client.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the last date set forth below.
TargetSolutions Learning, LLC Palm Springs Fire Department
4890 W. Kennedy Blvd., Suite 300 300 N. El Cielo Road
Palm Springs, CA 92262
Tampa, FL 33609
By: By:
Printed Name: Phil Coons Printed Na e: Kevin Nalder
Title: VP Of Sales Title: Fire Chief
Date: VIM /1all,, Date: Zz
By:
y� .
Printed Name: David Ready
ST."
Title: City Manager
C; Clerk
Date:
APPROVED E�"C!PI MANAGER GER 3
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IL`lYC �
EXHIBIT A
SCOPE OF SERVICES
1. INTRODUCTION
This Statement of Work (SOW) describes in detail, the products and services to be delivered by TargetSolutions.
TargetSolutions will provide a web-based platform that enables the client to maintain compliance, deliver curriculum and
track training.
1. The platform shall be configured to the Fire Department's specific needs.
2. The platform shall be Internet-based and accessible through a unique URL path.
3. Fire Department Administrators shall manage the website on behalf of the Division and have access to the
patform's applications.
4. The platform shall be dependable cloud-based system that delivers 99.9% uptime, delivering a fast and reliable
experience for users.
5. Web-based training management platform that is accessible 2417 from any compatible web browser.
6. Fire Department Learning Management System shall have more than 400 accredited courses created by subject
experts, course interactions and scenario-based case study lessons, and video trainings.
7. Fire Department Learning Management System shall aid the Fire Department in streamlining training
management, achieving training compliance, reducing liability and improving overall performance.
8. Fire Department Learning Management System shall enable the Fire Department to define, measure and monitor
the key risk metrics that help keep Officers safe. Administrators can create risk mitigation tools specific for the
organization, making it possible to analyze and take action where needed. Tracking training, generating reports
and analyzing deficiencies.
9. Configure and test applications included in the Learning Management System.
10. Design and implement a plan to prepare the Fire Department for the Learning Management Systems operations
and go-live launch.
11. Conduct sessions and provide material for Administrator Users, Create Content Users and End User training.
2. APPROACH
The Learning Management Platform's System Design should incorporate the following phases:
Learning Management
Records.Management
Career Tracking
Online Training
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FClient Support
latform Configuration
Learning Management
1. TargetSolutions will use Fire Department Training standard courses to implement the Learning Management System
to assign and deliver online training courses and custom-made courses.
2. Assignment Scheduler—Course Delivery System—Administrators can assign online training from the platform's
library and/or assign specially created custom activities. Administrators can create new assignments, assign
activities and modify and remove old assignments
3. Notifications—email alerts to notify administrators and users when an assignment is approaching. User's home
page shall alert/warn user when an assignment needs attention. Users and Administrators shall receive alerts
regarding upcoming expirations and deadlines for credential alerts, events, courses and activities. Optional monthly
email to all users that serves as a reminder update and summarizes course assignments.
4. Custom Content Delivery—Administrators can create, assign and manage the delivery of web-based content.
Administrators can deliver policies, SOPs and all other communications and ensure accountability by requiring
employees to use an e-signature to verify receiving activities. Administrators can track completions and run reports.
5. Reports-Administrators can run reports on completed assignments, incomplete assignments, users, credentials,
certificates. Save and create reports and dashboard outputs.
6. File Center—Secure, centralized online file center for storing SOPS and documentation with unlimited document
files storage. Ability to upload and delete files is only granted to administrators. Administrators determine what
uploaded files are visible.
7. Community Resources— Resource Sharing—Administrators can access training videos, shared organizational
policies, forms from Fire Department Departments across the country. Shared material can be searched via Top
Files and Top Videos and downloaded and customized to meet the Fire Department's needs for usage.
8. Shift Calendar—Online staff shift schedules
9. Events Manager—Administrators can create, schedule and track organizational events (instructor led training
events, live meetings). Track user registration for events and set email reminder alerts. User registration and
attendance records and view details of previous events
10. Bulletin Board—Post organizational announcements on the platforms homepage.
11. Forums—Web-based discussion board that provides a centralized online location where the Fire Department's
Administrators and users can discuss issues and trade ideas. The Fire Department has the ability edit/delete post.
12. Custom Logo—Home page features the Fire Department's Logo.
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13. Organization & User Profiles—Administrator can add, delete and modify user profiles, reset passwords, modify their
organizational profile, define organizational categories, create and modify groups and assign supervisor rights to
specific users.
Records Management
14. Records Management allows administrators to track and report on all types of training assignments and activities.
Streamline efforts, manage personnel and remain compliant.
15. Activities Builder—Application enables the Fire Department to tailor training and/or activities to the organizations
specific needs. Create any type of training documentation and attach it to any activity or course (daily drills,
inspections, pre/post incident evaluations, policy reviews, surveys and user developed or third party training content).
16. Training Documentation—Ensure accountability by requiring Officers to use an e-signature to verify they received
any type of training and/or activity
17. Daily Drills—Create drills that meet mandatory organizational requirements and deliver those assignments through
the platform
18. Inspection—Status of Officers equipment and gear by assigning activities that mandate routine analysis
Career Tracking
19. Career Tracking applications make acquiring the necessary education and training to meet mandated requirements
more efficient.
20. License Management—Alerts and notifications keep users and administrators informed on any type of licenses
(driver's or other) and when expiration dates approach and pass
21. Certification & Qualification Management—Track and maintain credentials, certifications, qualifications and all other
types of information. Items can be tagged with an alert or email notification
22. Career Tracking—The platform tracks certifications for professional growth to meet mandated requirements
23. Skill Sheets &Task Books—Create activities to test skills and track results electronically. Create Task Books to test
employees and ensure they are on track for achieving professional growth.
Online Training
24. High-definition video courses covering numerous Fire Department related topics as well as online training course
bundles with new information and interactive multi-media.
25. HR& Employment Practices—Overview of employment practices encountered in the workplace, including sexual
harassment, hiring and termination, discrimination, evaluation and documentation. Courses are assigned through
the Learning Management System's Platform
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26. OSHA& Compliance—Course that comply with OSHA, DOT and other federal and state regulatory agency training
mandates.
27. EVO Driving Safety—Courses designed to change unsafe driving behavior and reinforce safe driving concepts
28. Fire Department Courses—Easy to navigate cutting edge interactive accredited Fire Department specific courses.
Client Support
29. Implementation and Ongoing Support—Client Services Support Team—TargetSolutions to assign/appoint a client
services liaison to help navigate the rollout and ongoing support of the platform, answer account-related questions
and provide additional support as it is needed.
30. Customer service representatives and helpdesk response and support during normal business hours (8 AM—5:30
PM, PST). After hours emergency support available via toll free number
31. Extended Online Support Services—Online multi-media help system with detailed step by step instructions for each
operational activity on the platform. Provides user manuals, video tutorials, and answers to frequently asked questions.
Provides in-person workshops at various times throughout the year.
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