HomeMy WebLinkAbout2020-105-E Emergency Svc - Target Solutions Learning LLC EMS training
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Client Agreement
This Target Solutions Client Agreement (the “Agreement”), effective as of the date noted in the attached Schedule A (the
“Effective Date”), is by and between TargetSolutions Learning, LLC, d/b/a Vector Solutions
(”TargetSolutions”), a Delaware limited liability company, powered by CrewSense, LLC (“CrewSense”) and Halligan, Inc.
(“Halligan”) (collectively referred to herein as “TSL”) and the undersigned client (“Client”), and governs the purchase and o ngoing
use of the services described in this Agreement (the “Services”).
1. Services. TSL shall provide the following services:
1.1. Access and Use. TSL will provide Client a non-exclusive, non-transferable, revocable, limited license to remotely
access and use the software as a service (‘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 provide access to and use of the Services 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 Help Desk five (5) days per week at
scheduled hours.
1.4. Upgrades and Updates. TSL may update or upgrade the Services at any time at its discretion. Without paying
additional compensation, Client will receive access to any general upgrades and updates to the Services licensed
from TSL, which upgrades and/or updates TSL makes generally available to its other clients. All updates and
upgrades to the Services are subject to the terms and conditions of this Agreement.
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; and (iv) when
purchasing asset inventory management Services, identify stations, vehicles, drug safes, and other service specific
details, as may be applicable.
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.
2.4. Additional Service Specific Client Obligations. The following subsections 2.4 (a) and 2.4 (b) apply only if Client
is purchasing “Vector Solutions Incident Tracking Service”:
(a) Client acknowledges that all notifications it receives from Vector Solutions Incident Tracking Service may contain
sensitive personal information and client shall ensure that such information is secured from transmissions and/or
disclosure to unauthorized recipients. Client understands that TSL does not control or own the data contained in the
notifications. Client agrees that it will be solely responsible for establishing a security system to prevent the
transmission and/or disclosure of such information to unauthorized recipient(s). In the event such information is
disclosed to an unauthorized recipient(s), Client bears the burden and expense of notifying any individual whose
sensitive personal information may have been disclosed to the extent required by law. Client further agrees to handle
the data in compliance with any applicable federal, state, or local laws or regulations, and that it will monitor employees
using the Incident Tracking Service.
(b) Client represents and warrants that it is not a health care provider, health plan, or health care clearinghouse
(collectively, a "covered entity") as those terms are defined under the federal Health Information Portability and
Accountability Act ("HIPAA"). Client further represents and warrants that it is not a business associate as that term is
defined under HIPAA. Client further agrees to indemnify and hold TSL and its officers, members, agents and
employees harmless from any and all claims and demands (including reasonable attorneys' fees associated with the
same) made by Client and/or any third party due to or arising out of any claim that TSL is a covered entity or business
associate, due to Client’s use of the Incident Tracking Service.
3. Fees and Payments.
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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. License fees do not include any shipping, duties, bank fees, sales, use, excise or
similar taxes due. If TSL is required to pay any such amounts, Client shall reimburse TSL in full.
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 thirty (30) days from the invoice date. All fees collected
under this Agreement are fully earned 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, translations, compilations, partial copies,
modifications, and updates, 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. Client recognizes that TSL regards the software it has developed to deliver the Services as its proprietary
information and as confidential trade secrets of great value. Client agrees not to provide or to otherwise make available
in any form the software or Services, or any portion thereof, to any person other than Authorized Users of Client
without the prior written consent of TSL. Client further agrees to treat the Services with at least the same degree of
care with which Client treats its own confidential information and in no event with less care than is reasonably required
to protect the confidentiality of the Services.
4.3. 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 or Services 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.
4.4. If Client chooses to participate by uploading its information to its shared resource sections of TSL’s website,
Client hereby authorizes TSL to share any intellectual property owned by Client (“User Generated Content”) that its
Users upload to the shared resources section of TSL’s website with TSL’s third-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 and Notice.
5.1. 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 Init ial 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.
5.2. Notice. All required notices hereunder by either party shall be given by personal delivery (including reputable
courier service), fees prepaid, or by sending such notice by registered or certified mail return receipt requested,
postage prepaid, and addressed as set forth on the last page of this Agreement. Such notices shall be deemed to
have been given and delivered upon receipt or attempted delivery (if receipt is refused), as the case may be, and the
date of receipt identified by the applicable postal service on any return receipt card shall be conclusive evidence of
receipt. Either party, by written notice to the other as above described, may alter the address for receipt by it of written
notices hereunder.
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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.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS WITH CLIENT. TSL DOES
NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET CLIENT’S
REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR
FREE.
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 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.
7.1.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR
THE CLAIM, UNDER NO CIRCUMSTANCES SHALL TSL BE LIABLE TO CLIENT OR TO ANY OF CLIENT’S
OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS,EMPLOYEES, CONTRACTORS,
AGENTS, OR REPRESENTATIVES; OR TO ANY THIRD PARTY FOR ANY CLAIM, CAUSE OF ACTION, DEMAND,
LIABILITY, DAMAGES, AWARDS, FINES, OR OTHERWISE, ARISING OUT OF OR RELATING TO PERSONAL
INJURY, DEATH, OR OTHER HARM CAUSED FROM USE OF OR RELIANCE ON THE CONTENT OF THE
COURSES. CLIENT, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, EMPLOYEES,
CONTRACTORS, AGENTS, AND REPRESENTATIVES RELY ON THE CONTENT OF THE COURSES AT THEIR
OWN RISK.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES
SO, SOLELY TO THE EXTENT SUCH LAW APPLIES TO CLIENT, THE ABOVE LIMITATIONS AND EXCLUSIONS
MIGHT NOT APPLY TO CLIENT.
7.2. Indemnification.
7.2.1 Indemnification by TSL. 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.
7.2.2 Indemnification by Client. To the extent permitted by applicable law, Client shall indemnify and hold TSL
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 any document, course, or intellectual property owned
by Client or uploaded to the LMS by Client 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 Majeure. 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.
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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. Purchase Orders. Client may issue a purchase order for its convenience only, it being agreed by the Parties
that the terms and conditions of this Agreement shall control. Any terms or conditions included in a purchase order or
similar document issued by Client that conflict with the terms and conditions of this Agreement will not apply to or
govern the transaction resulting from the purchase order, unless both Parties expressly agree in writing to the
particular conflicting term or condition, in which event the agreed term or condition will apply only with respect to that
particular purchase order.
7.9. 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.
Signature Page Immediately Follows
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date set forth below.
TargetSolutions Learning, LLC Orange County EMS (NC)
4890 W. Kennedy Blvd., Suite 300
Tampa, FL 33609
PO Box 8181
Hillsborough, NC 27278
By: \ \s2\ By: \ \s1\
Printed Name: Brandi Howe Printed Name:
Title: Director of Account Management Title:
Date: \ \d2\ Date: \ \d1\
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Attachment A
01.17.2020
ADDITIONAL TERMS AND CONDITIONS
These additional Terms and Conditions are an Addendum to the Client Agreement entered into on October
19, 2019 (“Effective Date”) by and between TargetSolutions Learning, LLC d/b/a Vector Solutions
(“TargetSolutions”), a Delaware limited liability company, powered by CrewSense, LLC (“CrewSense”)
and Halligan, Inc. (“Halligan”) (collectively referred to as “TSL”) and Orange County, North Carolina, a
local political subdivision of the State of North Carolina (“Client”).
1. TSL shall at all times remain in compliance with all applicable local, state, and federal laws, rules,
and regulations including but not limited to all state and federal anti-discrimination laws, policies,
rules, and regulations and the Orange County Non-Discrimination Policy and Orange County
Living Wage Policy (each policy is incorporated by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing division/contracts.php). Any violation of
this requirement is a breach of this Agreement and Client may immediately terminate this
Agreement without further obligation on part of the Client. This paragraph is not intended to limit
and does not limit the definition of breach to discrimination. By executing this Agreement, TSL
affirms that TSL is and shall remain in compliance with Article 2 of Chapter 64 of the North
Carolina General Statutes. By executing this Agreement, TSL certifies that TSL has not been
identified, and has not utilized the services of any agent or subcontractor on the list created by the
State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that
Provider has not been identified, and has not utilized the services of any agent or subcontractor
identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81.
2. Non-Appropriation. TSL acknowledges that Client 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 Client’s obligations under this Agreement, then this Agreement shall automatically expire
without penalty to Client immediately upon written notice to Provider of the unavailability and
non-appropriation of public funds. It is expressly agreed that Client shall not activate this non-
appropriation provision for its convenience or to circumvent the requirements of this Agreement,
but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change
in the Client’s statutory authority, mandate and/or mandated functions, by state and/or federal
legislative or regulatory action, which adversely affects Client’s authority to continue its
obligations under this Agreement, then this Agreement shall automatically terminate without
penalty to Client upon written notice to TSLof such limitation or change in Client’s legal authority.
3. This Agreement together with any amendments or modifications may be executed electronically.
All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article
11A and Article 40 of the North Carolina General Statutes Chapter 66.
Orange County:TargetSolutions Learning, LLC
By: _____________________________ By: __________________________
Bonnie Hammersley, County Manager ,
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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://www.targetsolutions.com/clients/client-resources/
Date: 01-20-2020
Pricing Valid until 1/30/2020
Client Information
Client Name: Orange County EMS (NC)
Address:
PO Box 8181
Hillsborough, North Carolina 27278
Primary Contact Name: Primary Contact Phone:
Terms
Effective Date:
10-19-2019
Initial Term (months):
12
Invoicing Contact Information (Please fill in missing information)
Billing Contact Name:
Billing Address:
PO Box 8181
Hillsborough, North Carolina 27278
Billing Phone:
Billing Email: PO#: Billing
Frequency:
Annual
Payment
Terms:
Net 30
Grand Total (including Implementation & Training): $7,920.00
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 Effective Date.
Annual Subscription Services
Product Description Quantity Unit Price Total
TargetSolutions Premier
Membership Platform
103 $75.00 $7,725.00
TargetSolutions Maintenance
Fee
1 $195.00 $195.00
Total: $7,920.00
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