HomeMy WebLinkAbout2014-515 EMS - Target Solutions for online training $8,145 [Departmental Use Only]
TITLE Target Solution
FY 2014-2015
ORANGE COUNTY
CONTRACT UNDER$15,000.00
NORTH CAROLINA
THIS AGREEMENT,made and entered into this 15th day of September,2014, ("Effective Date")
by and between Orange County,North Carolina,a body politic and corporate organized under the laws of the
State of North Carolina,(the "County"),party of the first part; and Target Solutions(the"Provider"),party of
the second part;
WITNESSETH:
For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby
contracts for the services of the Provider, and the Provider agrees to provide the following services to the
County in accordance with the terms of this Agreement,time being of the essence:
The services and/or materials (hereinafter referred to collectively as "Services") to be furnished
under this Agreement are as follows: Target Solutions, Inc propsal to Orange County Enuegency Services,
which is attached,as attachment A,which is hereby incorporated into this docunment as if written.
The term of this weement rendered shall be from October 19,2014 to October 18.2015.
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Provider represen0Wtid.agrees that Provider is qualified to perform and fitlly capablq, performing and
providing the services required or necessary under this Agreement in a fully.competent, professional and
timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in
the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies,
ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not
sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or
responsibility granted-,Dr-required by this Agreement,without the prior written approval-of the County.
y SPECIFIC TERMS
1. Payment: The County agrees to pay at the rates specked for Services satisfactorily
performed in accord with this Agreement. The amount to be paid by the County shall not exceed eight
thousand, one hundred and forty five dollars,($8145.00). Payment shall be made within thirty(30)days of
an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this
Agreement, County may, without fault or penalty, withhold any payment associated with the work to be
performed until such time as said work is completed.
2. Non-waiver: Failure by County at any time to require the performance by Provider of any
of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor
shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of
this Non-Waiver Clause.
3. Independent Contractor: The Provider shall operate as an independent contractor and the
County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated
as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or
workers'compensation purposes. The Provider understands that neither federal,nor state,nor payroll tax of-
any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider.
4. Insurance: Provider shall .obtain, at its sole expense, Commercial General Liability
Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may
be required by Owner's Risk Manager as such insurance requirements are described in the Orange County
Revised 7/14 1
Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is
incorporated herein by reference and may be viewed at http://oran eg couniync.gov/purchasing/contracts.asp).
If Owner's Risk Manager determines additional insurance coverage is required such additional insurance
shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall
not commence work until such insurance is in effect and certification thereof has been received by the
Owner's Risk Manager.
5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County
from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable
attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or
destruction of any property caused in whole or in part by any negligent or intentional act or omission on the
part of the Provider.
6. Termination: This Agreement may be terminated at any time by mutual written agreement of
the parties or by the County upon written notice to the Provider.
7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its
terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between
the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced
by telefacsimile signature.
8. Priori : In determining the basic services to be provided, should any documents be
referenced in this Agreement, the terms herein shall have priority in any conflict between the terms of
referenced documents and the terms of this Agreement.
9. Governing Law:aw: Both parties agree that this Agreement shall be governed by the laws of the
State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this
Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in
Orange County, North Carolina. Provider shall at all times remain in compliance with all applicable local,
state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws.
Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract
with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of
Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain
compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's
breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with
Article 2 of Chapter 64 of the North Carolina General Statutes.
10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the authority of its statutory
mandate. In the event that public funds are unavailable and not appropriated for the performance of County's
obligations under this Agreement, then this Agreement shall automatically expire without penalty to County
immediately upon written notice to Provider of the unavailability and non-appropriation of public funds.
[SIGNATURE PAGE TO FOLLOW]
Revised 9/13 2
IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement, effective
as of the day first written above.
ORANGE COUNTY PROVIDER
/s7
By: By:
County Manager Title: L V I°
200S' Cameron St. Target Solutions
P.O. Box 8181 10805 Rancho Bernardo Rd, Suite 200
Hillsborough,NC 27278 San Diego, CA 92127-5703
This i u ent has e n approved as to technical content.
Jamer es, Department Director
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
C/ A
Office of the Chief Financial Officer
This ns rument has been approved as to form and legal sufficiency.
O of the Cou ty Attorney
Revised 9/13 3
CONFIDENTIAL
T�'IIRG ! '?I�N�
TargetSolutions, Inc. DATE of SUBMISSION
10805 RANCHO BERNARDO ROAD,SUITE 200 LICENSE TERMS: 10/19/2014- 10/18/2015
SAN DIEGO,CA 92127-5703
877-944-6372-TOLL FREE Proposal To:
858-592-6880-DIRECT/858-487-8762-FAX Orange County Emergency Services
ATTN: Jeryl Anderson
TS Sales Contact: Johnny Roberson 510 Meadowlands Dr.
Email: ilr @tarsetsolutions.com Hillsborough,NC. 27278
919-245-6144
Phone: 615-766-5200 inderson @orangecountync.gov
TargetSolutions Online Training Platform License Customized Website,Administration Tools,and Applications
DESCRIPTION UNIT PRICE QUANTITY TOTAL
PER USER (#of Users)
EMS Membership Package $ 75.00 106 $ 7,950.00
$ -
$ -
$ -
Annual Maintenance Fee $ 195.00 1 $ 195.00
$ -
$ -
$ -
$ -
TOTAL DUE $ 8,145.00
NOTES:
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:
http://www.targetsolutions.com/clients/client-resources/
TargetSolutions,Inc. business proposal pricing is good for 30 days from Date of Submission listed above.
TARGExo.unom
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,
Inc. ("TS"), a California corporation, and the undersigned client ("Client"), and governs the purchase and ongoing use of the services described in this
Agreement(the"Services").
1. Services. TS shall provide the following based on TS's income), fees, duties, and charges,and any related penalties and interest, 6.2. Disclaimer. EXCEPT AS EXPRESSLY
services: arising from the payment of any and all fees PROVIDED HEREIN, NEITHER PARTY
1.1. Access. TS will provide Client a non- under this Agreement including the access to or MAKES ANY WARRANTIES OF ANY KIND,
exclusive, non-transferable, revocable, limited performance of the Services hereunder. WHETHER EXPRESS, IMPLIED,STATUTORY
license to remotely access and use the Services OR OTHERWISE, INCLUDING ANY
hereunder and, unless prohibited by law, will 4. Intellectual Property Rights. WARRANTIES OF MERCHANTABILITY OR
provide access to any person designated by 4.1. Client acknowledges that TS alone(and its FITNESS FOR A PARTICULAR PURPOSE,TO
Client("Users"). licensors,where applicable)shall own all rights, THE MAXIMUM EXTENT PERMITTED BY
title and interest in and to TS's software, APPLICABLE LAW.
1.2. Availability. TS shall use commercially
reasonable efforts to display its content and website or technology, the course content, and 7. Miscellaneous.
and as well as any
coursework for access and use by Client's Users the Services provided by TS, 7.1. Limitation on Liability.In no event shall TS
twenty-four (24) hours a day, seven (7) days a all suggestions, ideas, enhancement requests, be liable to Client or its Users, whether in
recommendations or other
week, subject to scheduled downtime for routine feedback, contract,warranty,tort(including negligence)or
information provided by Client, and this
maintenance, emergency maintenance, system Agreement does not convey to Client any rights otherwise, for special, incidental indirect or
outages and other outages beyond TS's control. of ownership to the same. The TS name and consequential damages (including lost profits)
1.3. Help Desk. TS will assist Users as needed logo are trademarks of TS, and no right or arising out of or in connection with this
on issues relating to usage via e-mail, and a toll license is granted to Client to use them. Agreement. The total liability of TS for any and
free Help Desk five (5) days per week at all damages, including,without limitation, direct
scheduled hours. 4.2. Except as otherwise agreed in writing or to damages, shall not exceed the amount of the
the extent necessary for Client to use the total fees already paid to TS for the preceding
2. Client's Obligations. Services in accordance with this Agreement, twelve(12)months.
2.1. Compliance. Client shall be responsible for Client shall not: (i) copy the course content in 7.2. Assignment. Neither party may assign or
whole or in part; (ii) display, reproduce, create
Users' compliance with this Agreement, and use delegate its rights or obligations pursuant to this
commercial) reasonable efforts to derivative works from, transmit, sell, distribute,
y prevent rent, lease, sublicense, transfer or in any way Agreement without the prior written consent of
unauthorized access to or use of the Services. exploit the course content in whole or in part; the other, provided that such.,Gonsent shall not
2.2.Identify Users.Client shall(i)provide a listing (iii) embed the course content into other be unreasonably withheld. Notwithstanding the
of its designated/enrolled Users; (ii) cause each products; (iv) use any trademarks, service foregoing,TS may freely assign or transfer any
of its Users to complete a profile; (iii) maintain marks,domain names,logos,or other identifiers or all of its rights without Client consent to an
user database by adding and removing Users as of TS or any of its third party suppliers; or (v) affiliate, or in connection with a merger,
appropriate. reverse engineer, decompile, disassemble, or acquisition corporate reorganization, or sale of
access the source code of any TS software. all or substantially all of its assets.
2.3. Future Functionality. Client agrees that its 7.3. Governing Law. This Agreement shall be
purchases hereunder are neither contingent on 4.3. Client hereby authorizes TS to use Client's
the delivery of any future functionality or features name, trademarks, or logos in promotional governed by, and enforced in accordance with,
nor dependent on any public comments regarding materials, press releases, advertising, or in the laws of the state of Florida. Any civil action
future functionality or features. other publications or websites, whether oral or or legal proceeding arising out of or relating to
written. Notwithstanding the foregoing, TS this Agreement shall be brought in the courts of
3. Fees and Payments. acknowledges that Client alone shall own all record of the State of Florida in Hillsborough
pay rights,title and interest in and to Client's name, County.
3.1. Fees. Client will a for the Services in 9
accordance with the fee schedule in Schedule A trademarks, or logos, and this Agreement does 7.4. Force Maieure. TS shall have no liability
attached to this Agreement.Fees,both during the not convey to TS any rights of ownership to the for any failure or delay in performing any of its
Initial Term,as well as any Renewal Terms,shall same. obligations pursuant to this Agreement due to,
be increased by 2.5%per year. 4.4. Client hereby authorizes TS to share any or arising out of, any act not within its control,
3.2. Payments. All fees due under this intellectual property owned by Client ("User including,without limitation,acts of God,strikes,
"
Generated Content that its Users upload e lockouts, war, riots, lightning, fire, storm, flood,
Agreement must be paid in United States dollars. ) h i ld t th
p
Such charges will be made in advance,according Community Resources section of TS's website explosion,interruption or delay in power supply,
to the frequency stated in Schedule A. TS will with TS's 3'tl party customers and users that are computer virus, governmental laws, regulations
unrelated to Client Other TS Customers' or other restraints, or TS's inability to obtain
invoice in advance, and such invoices are due ( )'
net 30 days from the invoice date. All fees provided that TS must provide notice to Client's necessary equipment,materials or services.
collected under this Agreement are fully earned users during the upload process that such User 7.5. No Waiver. No waiver, amendment or
when due and nonrefundable when paid. Generated Content will be shared with such modification of this Agreement shall be effective
3.3. Suspension of Service for Overdue Other TS Customers. unless in writing and signed by the parties.
Payments. Any fees unpaid for more than ten 5. Term. 7.6. Severability. If any provision of this
(10)days past the due date shall bear interest at The term of this Agreement shall commence on Agreement is found to be contrary to law by a
1.5% per month. TS shall have the right, in the Effective Date, and will remain in full force court of competent jurisdiction, such provision
addition to all other rights and remedies to which and effect for the term indicated in Schedule A shall be of no force or effect; but the remainder
TS may be entitled, to suspend Client's Users' ("Term"). of this Agreement shall continue in full force and
access to the Services without notice until all effect.
overdue payments are paid in full. 6. Mutual Warranties and Disclaimer.
7.7. Entire Agreement.This Agreement and its
3.4. Taxes. All fees under this Agreement 6.1. Mutual Representations & Warranties. exhibits represent the entire understanding and
exclude all sales, use, and other taxes and Each party represents and warrants that it has agreement between TS and Client, and
government charges, whether federal, state or full authority to enter into this Agreement and to supersedes all other negotiations, proposals,
foreign, and Client will be responsible for fully perform its obligations hereunder. understandings and representations (written or
payment of all such taxes (other than taxes oral)made by and between TS and Client.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS] Rev J
IN WITNESS WHEREOF,the parties have executed this Agreement as of the last date set forth below.
TargetSolutions,Inc. Client Name:
Address: (e°le
By: By.
Printed Name: Printed me:
Title: Title:
Date: Date: 94-9 I/L/
2
Rev J
Schedule A
(Attached)
3
Rev J