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111-19 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 111-19 File Number: 2019-0258 TARGET SOLUTIONS LEARNING, LLC: A RESOLUTION TO APPROVE A CONTRACT WITH TARGET SOLUTIONS LEARNING, LLC THROUGH MAY 30, 2022, IN THE AMOUNT OF $10,986.00 FOR THE FIRST YEAR WITH 3% ANNUAL INCREASE, PURSUANT TO AN NPPGOV COOPERATIVE PURCHASING AGREEMENT, FOR SOFTWARE TO BE USED BY THE FIRE DEPARTMENT TO ASSIST WITH TRAINING, RECORDKEEPING, AND COMPLIANCE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign the attached client agreement with Target Solutions Learning, LLC through May 30, 2022, in the amount of $10,986.00 for the first year with a 3% increase each year, pursuant to an NPPGov cooperative purchasing agreement, for software to be used by the Fire Department to assist with training, recordkeeping, and compliance. PASSED and APPROVED on 5/7/2019 Page t Attest: i? � � GLS. • • . Th' ��. F Sondra E. Smith, City Clerk Treasurer �•. G1T Y 0�:•q�1'G .w y Fgy�r.TCVtL����- {� t + (�! L Printed on'4l lt1 �t1tO��```` ,�. City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, AR 72701 —mss` (479)575-8323 % Text File File Number: 2019-0258 Agenda Date: 5/7/2019 Version: 1 Status: Passed In Control: City Council Meeting File Type: Resolution Agenda Number: A. 14 TARGET SOLUTIONS LEARNING, LLC: A RESOLUTION TO APPROVE A CONTRACT WITH TARGET SOLUTIONS LEARNING, LLC THROUGH MAY 30, 2022, IN THE AMOUNT OF $10,986.00 FOR THE FIRST YEAR WITH 3% ANNUAL INCREASE, PURSUANT TO AN NPPGOV COOPERATIVE PURCHASING AGREEMENT, FOR SOFTWARE TO BE USED BY THE FIRE DEPARTMENT TO ASSIST WITH TRAINING, RECORDKEEPING, AND COMPLIANCE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign the attached client agreement with Target Solutions Learning, LLC through May 30, 2022, in the amount of $1.0,986.00 for the first year with a 3% increase each year, pursuant to an NPPGov cooperative purchasing agreement, for software to be used by the Fire Department to assist with training, recordkeeping, and compliance. City of Fayetteville, Arkansas Paye 1 Printed on 5/8/2019 City of Fayetteville Staff Review Form 2019-0258 Legistar File ID 5/7/2019 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item David Dayringer 4/17/2019 FIRE (300) Submitted By Submitted Date Division/ Department Action Recommendation: Staff recommends Council approval and the Mayor's signature for a Client Agreement between Target Solutions Learning, LLC. and the City of Fayetteville Fire Department through the NPPGov national cooperative procurement organization Member #M-5692423, Contract #PS17002 in the initial amount of $10,986.00. This agreement and the associated software maintenance costs shall remain in effect for a period of three years from 2019 to 2022. Budget Impact: 1010.300.3020-5416.00 General Account Number Fund Project Number Project Title Budgeted Item? Yes Current Budget $ 44,135.00 Funds Obligated $ 30,217.29 Current Balance I $ 13,917.71 Does item have a cost? Yes Item Cost $ 10,986.00 Budget Adjustment Attached? No Budget Adjustment Remaining Budget $ 2,931.71 V20180321 Purchase Order Number: Change Order Number: Original Contract Number: Comments: Previous Ordinance or Resolution # Approval Date: CITY OF FAYE'TTEYILLE ARKANSAS MEETING OF MAY 7, 2019 TO: Mayor and City Council FROM: David Dayringer, Fire Chief DATE: April 17, 2019 CITY COUNCII. -KE140 SUBJECT: Approval of a Client Agreement between Target Solutions Learning, LLC. and the City of Fayetteville Fire Department through the NPPGov national cooperative procurement organization RECOMMENDATION: Staff recommends Council approval and the Mayor's signature for a Client Agreement between Target Solutions Learning, LLC. and the City of Fayetteville Fire Department through the NPPGov national cooperative procurement organization Member #M-5692423, Contract #PS17002 in the initial amount of $10,986.00. This agreement and the associated software maintenance costs shall remain in effect for a period of three years from 2019 to 2022. BACKGROUND: The Fire Department is looking for a software platform system that can help provide curriculum courses and track continuing education units for EMS recertification. In addition to this, the software platform will assist with hazmat training and fire department certification records. DISCUSSION: Target Solutions' online training and operations management system features exclusive fire department software applications which include training courses. The integrated web -based platform will allow for efficient record keeping of training recertifications and aid our training division in providing the necessary EMS continuing education. Target Solutions' platform has unique applications for managing fire department training, recordkeeping, and compliance tasks. Target Solutions is the Sole Source provider for these fire department specific software needs. BUDGET/STAFF IMPACT: According to the Schedule A in the Client Agreement, the initial cost is $10,986.00. This cost will increase by 3% per year during the term of this 3 -year agreement (2019-2022). The yearly subscription fee will be included in the subsequent Budget and Work Program submissions in the coming years to allow adequate funding for this software maintenance. Attachments: Target Solutions' Client Agreement, Target Solutions' Documentation Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 uocuoign cnveiope Iv: t,0 i 1,d4Z% -cure-4as i -acct ot.soostc cue I T j,#10NS. 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: hfti)s.*//taLgetsolutions.com/clients/client-resources/` Date: 03-18-2019 Pricing Valid for 30 days. Client Information Client Name: Fayetteville Fire Dept AR Address: 303 West Center Street Fayetteville, Arkansas 72701 Primary Contact Name: Primary Contact Phone: Mauro Campos BC (479) 575-8365 Terms Effective Date: 05.31.2019 Initial Term (months): 36 Invoicing Contact Infnrmatinn [Plpasa fill in mi -c. -r --inn infnrmntinn1 Billing Contact Name: Mauro Campos BC Billing Address: Billing Phone: 303 West Center Street (479) 575-8365 Fayetteville, Arkansas 72701 Billing Emall: PO#: Billing Payment mcampos@€ayettevile-ar.gov Frequency: Terms: ; Fee Annual Net 30 Onlinp Traininn Plaffnrm 1 icanca Product Description Quantity (# of Unit Price Total Users Per User TargetSolutions Maintenance TS Annual Maintenance Fee Fee 1 $395.00 $395.00 TargetSolutions *Site Set up TS Installation — One time fee and Admin Training 1 $1,500.00 $.00 TargetSolutions Premier TS Premier Membership Platform 119 $89.00 $10,591.00 Total: $10 986.00 Grand Total (including Implementation & Training): $10,986.00 Rev P 0 uocuaign cnverope ru: t is rtvt�-turu-µt+o-ayce-awtraoaaeuts i • *Site Set up will begin as soon as Client Agreement is signed and returned. • Please note that this is not an invoice and taxes are excluded. An invoice will be sent within fourteen (14) business days of your Contract Start Date. HST Number: 807150412RT0001 TARGE �1UT10lYS 'client Aureement This Client Agreement (the "Agreement"), effected as of the date noted in the attached Schedule A (the "Effective Date"), is by and between TargetSolutions Learning, LLC. ("TSL"), a Delaware limited liability company, and the undersigned client ("Client"), and governs the purchase and ongoing use of the services described in this Agreement (the "Services"). 1. 00rYICQ$. 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. AkOa;y, 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. Heb 66sk. TSL will assist Users as needed on issues relating to usage via e-mail, and a toll free Help Desk five (5) days perweek at scheduled hours. 2.: Glli is 06fWatlons. 2.1. Compliance- Client shalt 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.Usem.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. Fut6re 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 earned when due and nonrefundable when paid. 3.3. Susdansion of Service for; "t?varttiie Paymerits. 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.._Inlslte&kuat F't?otmerf�f Rights. 4.1. Client acknowledges that TSL alone (and its licensors, where applicable) shall own all rights, title and interest in and to TSUs 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 3"' 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 Tenn, 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. 6.. MUtu1 Warranties and Dlsclafnier: .. _............ 6.1. Mutual Reprejtn)ptiong 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 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 Rev Q uocuoign cnverope ru: t,n i rtvtt -turu grso r-aact-owoaottstvn i 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 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. 7.3. Assig Ment: 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 Ford; Mpieure: 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. 7.5. .No Waiver, No waiver, amendment or mod cation '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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date set forth below. TargetSolutions Learning, LLC 4890 W. Kennedy Blvd,, Suite 300 Tampa, FL 33609 ifo++cu5lpned by: �n GOO�rS By. sr - Printed Name:..Phil Coons Title: -Vv Of Sales. Date: 3/19/2019 7.7. Export Rettuiations. 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 taws 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. Fayetteville Fire Dept (AR) 303 West Center Street Fayetteville, AR 72701 Pt.i.,.,i a �uilly. L1Vll� lit f V14411 Title: Mayor Date-, -� Z .7,0/9- Rev 7CJ/ Rev 0 S�":�`�:t are Scilutfons TMJ;" Government Ser -vices Product Specifics NPPGov is a national cooperative TargetSolutions, a Vector Solutions brand, provides engaging, CONTRACT accredited online training courses, cutting-edge software . applications, and dynamic performance management contracts to government entities solutions to help make organizations safer, more capable, Lead Public Agency: Public and more compliant. Products on contract include: Procurement Authority • Easy-to-use learning management system RFP 311620 • Recordkeeping system for tracking training and compliance CONTRACTTERM • ISO Training Tracker for tracking ISO training hours Effective Date: 07/10/17 • Powerful technology for generating detailed training reports Initial expiration: 07/10/20 • More than 1,000 training courses for public entities Possible extensions through: 07/10/23 • More than 250 hours of Fire & EMS continuing education • More than 240 accredited courses for law enforcement NPPGov Log into nppgov.com Competitively bid, no Forms, legal documentation, price lists and other information additional RFP necessary can be found on the TargetSolutions vendor page Saves time and money in • Sign the Intergovernmental Agreement your procurement process (IGA) and keep for your records Live contract support Provide your NPPGov member number on the purchase order a <;."O nppJov.comPRGOcustomerservice@nPpgov.com '" 877.329.8847 NPPGov is a national cooperative Pricing Details procurement organization based in Seattle, WA offering publicly solicited Members receive discounted pricing on these products: contracts to government entities nationwide. Our contracts are created For pricing and product details, log in to nppgov.com. through a public solicitation by a Lead Public Agency. Access to our cooperative contracts is free and there are no purchasing obligations. Contract Details Benefits of cooperative contracts: Log into nppgov.com Competitively bid, no Forms, legal documentation, price lists and other information additional RFP necessary can be found on the TargetSolutions vendor page Saves time and money in • Sign the Intergovernmental Agreement your procurement process (IGA) and keep for your records Live contract support Provide your NPPGov member number on the purchase order a <;."O nppJov.comPRGOcustomerservice@nPpgov.com '" 877.329.8847 Ln c O O ? o �! O m� AC 'D C ( L' n� '� • o O C (p •� 6 me _ �a�a c out Qo� 1,2 r vii Sao �t�v�ow�� cC: uuu � w u c 9 V j C t7 v j C C ✓ � t!0 :� q o .V Zj a � O tivV yy �V o oa oCS Xi aE, k O c m i b0 Y C O 8 c o F ra . e E ... �.e o E` c cua a`acl� a v E d ,o, h