HomeMy WebLinkAboutSkillsoft Corporation/ICS/$3,250/Training Skillsoft Corporation
Information Systems Department—2020
Appropriation#1202 43-570.04;P.O.#103494
Contract Not To Exceed$3,250.00 tick
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AGREEMENT FOR PURCHASE OF GOODS AND SERVICES '; �,1®
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement') is hereby entered into by
and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and
Skillsoft Corporation, an entity duly authorized to do business in the State of Indiana("Vendor'or"Skillsoft").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT,ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City
budget appropriation number 1202 43-570.04 funds. Vendor agrees to provide the Goods and Services and
to otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Three Thousand Two Hundred Fifty Dollars ($3,250.00) (the "Estimate").
Vendor shall submit an invoice to City annually in advance. City shall pay Vendor for such Goods
and Services within thirty(30) days after the date of City's receipt of Vendor's invoice detailing same,
so long as and to the extent such Goods and Services are not disputed, are submitted on an invoice
that contains the information contained on attached Exhibit A.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing,to pay an amount in excess thereof.
4. WARRANTY:
During the term of this Agreement the Skillsoft Product(s) will substantially conform to the documentation, In
the event that a material defect is identified by Customer, then Skillsoft, at its sole option and expense, (i)
may make reasonable efforts to correct defects in the Skillsoft Product(s)that are documented by Customer,
and confirmed by Skillsoft, or(ii) may replace the defective Skillsoft Product(s), or (iii) if Skillsoft deems
neither of the foregoing are commercially practicable, terminate the license granted herein with respect to the
applicable Skillsoft Product(s), accept return of the defective product(s) and grant Customer a pro-rated
credit of the unused portion of the license fees paid with respect the applicable Skillsoft Product(s).
Skillsoft's obligation of liability hereunder shall be to replace or make reasonable efforts to take corrective
action with regards to such defect in a single copy of the defective Skillsoft Product(s). Notwithstanding the
foregoing, Skillsoft shall have no obligation to correct or replace copies of any Skillsoft Product(s) that
Customer has made in accordance with the provisions of this Agreement. The remedy stated in this section
shall be Skillsoft's entire obligation and Customer's sole and exclusive remedy for breach of warranty
hereunder and shall be in lieu of any other remedy available to Customer at law or in equity. This warranty
shall not apply if the Skillsoft product(s) have been (a) altered, modified, or enhanced; (b) subjected to
misuse, negligence, computer or electrical malfunction; or(c) used, adjusted, installed or operated other than
in accordance with the Documentation, or as authorized in writing by Skillsoft. Furthermore, no warranties
shall apply in the event of an uncured breach of this Agreement by Customer for which notice of breach has
been given hereunder. Documentation shall mean all technical documentation, manuals and specifications
with respect to the Skillsoft Product(s) that are generally made available by Skillsoft with the Skillsoft
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1
Skillsoft Corporation
Information Systems Department—2020
Appropriation#1202 43-570.04;P.O.#103494
Contract Not To Exceed$3,250.00
Product(s); Skillsoft reserves the right to revise the Documentation from time to time, in its sole discretion.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN,
ORAL, EXPRESS OR IMPLIED. SKILLSOFT SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-
INFRINGEMENT, TITLE, ABSENCE OF SECURITY INTEREST, LIEN OR ENCUMBRANCE, AND QUIET
ENJOYMENT. SPECIFICALLY, AND NOT IN LIMITATION OF THE FOREGOING, SKILLSOFT DOES
NOT WARRANT THAT ANY SKILLSOFT PRODUCT(S) WILL MEET CUSTOMER NEEDS OR
REQUIREMENTS, THAT THE OPERATION OF ANY SKILLSOFT PRODUCT(S) WILL BE
UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS IN THE SKILLSOFT PRODUCT(S) WILL
BE CORRECTED. TO THE EXTENT THAT ANY IMPLIED WARRANTIES ARE DEEMED TO EXIST
UNDER APPLICABLE LAW, THEY ARE HEREBY EXPRESSLY LIMITED IN DURATION TO THE
DURATION OF ANY EXPRESS WRITTEN WARRANTY MADE HEREIN.
5. TIME AND PERFORMANCE:
This Agreement shall become effective on December 31, 2019 ("Effective Date"), and both parties shall
thereafter perform their obligations hereunder in a timely manner.
6. DISCLOSURE AND WARNINGS: Intentionally left blank.
7. LIENS: Intentionally left blank.
8. DEFAULT: Intentionally left blank.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation; for bodily injuries including, but not
limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers, employees,
contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to,
any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in
attached Exhibit B. Vendor shall cause its insurers to name City as an additional insured on all such
insurance policies. Vendor shall indemnify and hold harmless City from and against any and all liabilities,
claims, demands or expenses (including, but not limited to, reasonable attorney fees)for injury, death and/or
damages to any person or property arising from or in connection with Vendor's provision of Goods and
Services pursuant to or under this Agreement or Vendor's use of City property.
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by Vendor and/or of any of Vendor's agents, officers, employees,
contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall
survive the termination of this Agreement.
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2
Skillsoft Corporation
Information Systems Department—2020
Appropriation# 1202 43-570.04;P.O.#103494
Contract Not To Exceed$3,250.00
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes.This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire,tenure,terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran
status.
12. E-VERIFY:
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E-Verify Law"), Vendor is required to enroll in and verify the work
eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit
attached herein as Exhibit C, affirming that it is enrolled and participating in the E-verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E-Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E-
Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
14. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers,-employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement
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3
Skillsoft Corporation
Information Systems Department—2020
Appropriation#1202 43-570.04;P.O.#103494
Contract Not To Exceed$3,250.00
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel AND Douglas C. Haney,
One Civic Square Corporation Counsel
Carmel, Indiana 46032 Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Skilisoft Corporation
300 Innovative Way, Suite 201
Nashua, NH 03062
Attn: Contracts Department
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, if sufficient funds are not appropriated or
encumbered to pay for the Goods and Services to be provided hereunder. In the event of such
termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount
representing conforming Goods and Services delivered as of the date of termination, except that
such payment amount shall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
19.2 Intentionally left blank.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
[X:\jobcrlander\Contracts\Goods Services Skilisoh Corp 2-4-20.doc:2/42020 3:39 PM]
4
Skillsoft Corporation
Information Systems Department—2020
Appropriation#1202 43-570.04;P.O.#103494
Contract Not To Exceed$3,250.00
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 30,2020.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants,terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
28. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
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5
Skil!soft Corporation
Information Systems Department—2020 .
Appropriation#1202 43-570.04;P.O.#103494
Contract Not To Exceed$3,250.00
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
. legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely,voluntarily, and without any duress, undue influence or coercion.
29. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA SKILLSOFT CORPORATION
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7
skillsoftv
31 DECEMBER 2019
City of Carmel, IN
Attn:Timothy Renick
3 Civic Square
Carmel, IN 46032 USA
Dear Timothy:
This letter and any exhibits attached hereto sets forth the agreement between Skillsoft Corporation(Skillsoft)and City of Carmel, IN
(Customer)and will confirm the purchase of the License(s)selected below(the Agreement).Customer hereby agrees to a termed
license for the products and/or services selected below pursuant to the pricing set forth below and upon the License Terms and
Conditions set forth herein.
Products,Services&Pricing:
Access to the following products and/or services selected below is for the applicable number of named authorized Customer employees
(the"Authorized Audience")during the period of time from the Start Date through the End Date(the License Term).
LICENSE TERM:START DATE:31 DECEMBER 2019 END DATE:30 DECEMBER 2020
SKILLSOFT PRODUCT AUTHORIZED AUDIENCE
SKILLPORT TECHNOLOGY&DEVELOPER EXPERT 10
DEPLOYMENT METHOD:SkillPort via Extranet Hosting Services
SKILLSOFT PRODUCT DEFINITIONS.
License Consumption occurs when a member of the Authorized Audience has accessed the applicable Skillsoft Product(a Licensed
User). Accessing of a Skillsoft Product includes CD or on-line viewing as well as downloading for future use, and/or saving to a
bookshelf. Once an individual has accessed a Skillsoft Product, such individual is considered to have consumed a license for that
Skillsoft Product for the remainder of the then current annual License Term, or except as otherwise set forth herein.
License Term shall mean the period of time from the Start Date through the End Date.
Skillport® via Extranet Hosting Services shall mean Skillport delivered through a method of delivery and access to the Course
Object(s) and.Skillport whereby Skillsoft shall host the Course Object(s) and Skillport on Skillsoft servers and Customer may obtain
access to the Course Object(s) and Skillport on Skillsoft servers through the World Wide Web. Skillsoft will provide Skillport via
Extranet Hosting Services as they relate to management of Course Object(s), including securing server space, installation and
maintenance of Course Object(s) allocation of bandwidth and the ability to generate usage reports. If Customer licenses Skillport via
Extranet Hosting Services and Skillsoft releases any Updates to Skillport, Skillsoft and Customer shall work together to determine a
mutually agreeable time to upgrade the Customer's site to the latest version. If Customer is not willing or able to upgrade to the latest
version, Customer acknowledges that it will not be entitled to other Skillsoft Product Updates that are not compatible with Customer's
version of Skillport. As a feature of Skillport via Extranet Hosting Services, Customer may elect to implement the credentialing
functionality which enables Customer to provide information,credit tracking and certificate capabilities for pre-defined credentials. Such
feature is dependent upon a minimum Skillport version. In the event Customer chooses the module to obtain continuing professional
education ('CPE') credit for the Skillsoft Courses that are qualified by the National Association of State Boards of Accountancy
('NASBA'), Customer agrees that Skillsoft shall have access to Customer's Skillport administrator reporting feature of the module to
print and maintain reports on NASBA CPE credits issued in accordance with its obligations of being a NASBA sponsor organization.
The following are the requirements: CPE program sponsors must retain appropriate records for a minimum of five (5) years. To
accomplish this, the records must contain the following: (1) program outline/materials; (2) records of participation; (3) date(s) and
location(s) of presentation(s) or period during which program was available for purchase; (4) number of credits earned by participants;
(5) results of program evaluations.
Skillport Technology, & Developer Expert is a package of selected assets in the area of technology & developer, subject to the
Authorized Audience level. Skillsoft reserves the right to modify, restrict, or update any content contained in the Skillport Technology&
Developer Expert throughout the term of this Agreement.
LICENSE FEES.Customer's total committed license fees hereunder are set forth below and are calculated as follows. Applicable state
and local taxes are not included in the totals below and will be calculated as of the date of the invoice(s)issued hereunder:
FY20-00113022Langton
Page 1 of 5
Exhibit /4
skillsoftv
YEAR/TERM ANNUAL LICENSE FEES
Y1 $3,250.00
TOTAL $3,250.00
All fees shall be invoiced annually in advance and are due and payable 100%net 30 days from the date of invoice.
LICENSE TERMS AND CONDITIONS
Subject to the restrictions stated herein Skillsoft grants to the Customer who has executed this Agreement below,and Customer
accepts,a nonexclusive, non-transferable license,without the right to sublicense,to the products and services selected(hereinafter the
products and services selected shall be collectively referred to as the Skillsoft Products)for internal training purposes only for
Customer employees,without the right to exchange during the License Term except as set forth herein.Skillsoft agrees that Customer
may reassign:a)up to the total number of the Authorized Audience learner IDs in each agreement year effective on the anniversary of
the License Term or b)for Customer's full-time regular employees, at any time during the License Term provided the learner IDs are
reassigned from learners no longer employed with Customer effective that year.
The license does not convey any ownership rights to Customer in the Skillsoft Product(s),Skillsoft's web site architecture or other
Skillsoft proprietary information,but only a limited use right pursuant to this Agreement. Customer shall not(a)transfer, rent, lease,
loan or disclose the Skillsoft Product(s)or intellectual property to any third party; (b) reverse engineer,disassemble,decompile or
attempt to derive source code from the Skillsoft Product(s); (c) modify or create derivative works based upon the Skillsoft Product(s);(d)
remove any proprietary notices, or trademarks or service marks on any Skillsoft Product(s);(e)merge the Skillsoft Product(s),with
another program;(f)use the Skillsoft Product(s), for any purposes other than those stated in the Agreement; (g)have any right to any
source code for the Skillsoft Product(s),or(h)permit any party not specifically licensed herein to use the Skillsoft Product(s).
Customer shall ensure that only the members of the Authorized Audience licensed herein access the Skillsoft Product(s). Customer will
maintain records of all use and copying of the Skillsoft Product(s)and assignment of all login identifications used to access the Skillsoft
Product(s). Skillsoft shall have the right to examine such records and to audit Customer's access to and usage of the Skillsoft
Product(s)to verify compliance with the Agreement. Upon expiration or termination of the License Term, Customer will delete any
copies of the Skillsoft Products or Skillsoft Intellectual Property from its computer(s)or Server(s)and destroy(and certify as destroyed)
or return to Skillsoft all such copies.
If the Skillsoft Products licensed herein are deployed outside of Skil'soft's learner management systems, Customer agrees to submit a
report to Skillsoft at the end of each calendar month ("Monthly Usage Report"). The Monthly Usage Report shall include details of all
users of the Skillsoft Products.The purpose of the Monthly Usage Report shall be to show the number of Licensed Users that accessed
the Skillsoft Products in the preceding month.
Skillsoft regularly updates its software platforms to serve the needs of its customers, improve the learner experience, and utilize
changes in available technology. In the event that Skillsoft introduces a new platform during the term of this Agreement,the parties will
meet to assess the new platform and develop a mutually acceptable plan for the migration of Customer to the new platform.
Either party may only cancel the Agreement by giving ten(10)days written notice if a material breach remains uncured thirty(30)days
after the breaching party receives written notice thereof from the other party. In the event that Skillsoft terminates the license and this
Agreement based on the foregoing sentence,Skillsoft reserves all rights and remedies available at law, including but not limited to
collection of all committed License Fees.
Effective 30 days after the termination or expiration of this Agreement,Skillsoft shall have the right to shut down any and all Customer-
specific Skillsoft LMS site(s). If Customer requests Customer Data within 30 days of such termination or expiration,Skillsoft will make
available to Customer an electronic copy of the Customer Data, however, any additional formatting or other work involving Customer
Data shall be subject for an additional fee at Skillsoft's then-current rates. After such 30-day period,Skillsoft shall have no obligation to
maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or
otherwise in its possession or under its control, in accordance with Skillsoft's internal policies.Skillsoft will not provide copies or extracts
of Customer Data unless all amounts due and owing, including any Committed License Fees, Overage fees, or any other fee or charge
associated with Customer's use of the Skillsoft Products and/or services, have been paid by Customer. For purposes of this
Agreement, "Customer Data"means any data,information or material provided or submitted to Skillsoft by the Customer in connection
with Customer's use of the Skillsoft Products.
FY20-00113022Langton
Page 2 of 5
Exhibit A__
skillsoft�'
In order to protect Skillsoft's licensors and/or publishers intellectual property rights,Skillsoft may disable any individual's access to the
Skillsoft Product(s) immediately if,such individual's use of the license violates the terms and conditions of this Agreement.
The license fees set forth above do not include taxes. Customer shall be responsible for payment of all applicable taxes, however
designated or incurred, in connection with-this Agreement, including without limitation,state and local excise,sales,withholding and
use taxes and any other applicable governmental assessments. If Customer fails to pay any applicable tax,then Skillsoft may pay such
tax on Customer's behalf and seek reimbursement from Customer.
Skillsoft shall not be liable for any special, incidental, indirect, exemplary or consequential damages(including without limitation loss of
profits, loss of data,costs of cover), however caused and based on any theory of liability,for any claims or causes of action arising out
of or related to this Agreement. These limitations will apply even if Skillsoft has been informed of the possibility of such damages.
FURTHERMORE, IN NO EVENT SHALL SKILLSOFT'S LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OR RESULTING
FROM CUSTOMER'S USE OF ANY SKILLSOFT PRODUCT(S) EXCEED THE LICENSE FEES PAID UNDER THIS AGREEMENT
WITH RESPECT TO SUCH SKILLSOFT PRODUCT(S).
SKILLSOFT GRANTS NO WARRANTIES.WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. SKILLSOFT SPECIFICALLY
DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY,
AND NOT IN LIMITATION OF FOREGOING,SKILLSOFT DOES NOT WARRANT THAT ANY SKILLSOFT PRODUCT(S)WILL MEET
CUSTOMER REQUIREMENTS OR THAT THE OPERATION OF ANY SKILLSOFT PRODUCT(S)WILL BE UNINTERRUPTED OR
ERROR FREE.
This Agreement and all disputes hereunder,and the rights and obligations of the parties hereto,shall be governed by and construed in
accordance with the laws of the state of New Hampshire without reference to its conflicts or choice of law provisions.All claims,
disputes and/or lawsuits in connection with this Agreement shall be brought in the courts of the state of New Hampshire,and each party
to this Agreement hereby irrevocably submits to the jurisdiction and venue of such courts. Both parties will comply with all applicable
international,federal,state,and local laws and regulations in performing its obligations hereunder,including,without limitation,all U.S.export
regulations. Contractor Services licensed under this Agreement are Commercial Computer Software under United States Federal
Government Acquisition Regulations and agency supplements thereto. Contractor Services are provided to the federal government
and its agency only under the Restricted Rights Provision of the Federal Acquisition Regulations applicable to commercial software
developed at private expense and not in the public domain. The use,duplication or disclosure by the government is subject to
restrictions as set forth in subdivision (c)(1)(ii)of the Rights in Technical Data and Computer Software at DFAR 252 227-7013. Unless
exempt,Customer and Skillsoft shall abide by the requirements of 41 CFR§§60-1.4(a), 60-300.5(a)and 60-741.5(a).These
regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with
disabilities,and prohibit discrimination against all individuals based on their race,color, religion,sex,or national origin. Moreover,these
regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment
individuals without regard to race,color, religion,sex, national origin, protected veteran status or disability. If applicable,the Customer
and Skillsoft shall also abide by the requirements 41 CFR§61-300.10 regarding veterans'employment reports and 29 CFR Part 471,
Appendix A to Subpart A regarding posting a notice of employee rights.
Customer will be eligible to participate in Skillsoft's customer reference program which may include, but is not limited to,participation in
customer case studies, press releases,collateral,and opportunities with media and industry analysts.Skillsoft is permitted to use
Customer's name and logo in lists with other customers(including listing of customer's on its website). However,Skillsoft shall not use
Customer's name in any other advertising material (including,without limitation, online or print-based advertisements)without advance
authorization from Customer,which will not be unreasonably delayed,conditioned or withheld. Except as set forth in this Section above,
there shall be no public announcement of this Agreement or the relationship between the Parties without mutual review and approval by
both Parties, except as part ofrequired governmental filings,SEC filings,quarterly earnings announcements and financial
presentations.
This Agreement,set forth in'US English, (including Exhibits attached hereto)constitutes the entire understanding and agreement
between the parties and supersedes all prior and contemporaneous proposals,agreements and representations between them,
whether written or oral, including any translated versions. If any provision of this license is not enforceable, it will be severed from this
license and the remainder will remain in full force and effect. Customer shall not assign the Agreement in whole or in part,whether by
operation of law or otherwise,without the advance,written consent of Skillsoft. Any purported transfer or assignment in violation of this
Agreement shall be null and void and of no force and effect. This Agreement may only be amended in writing signed by Customer and
an authorized signatory of Skillsoft that explicitly states that it is intended to amend this Agreement. No terms contained in Customer
purchase orders,acknowledgments,shipping documents or other forms or documents shall have any force or effect over the licenses
granted herein.The failure or delay by either party in exercising any right or remedy hereunder shall not operate as a waiver of any
such right,power or remedy. Waiver by either party of any default shall not waive any prior,concurrent or subsequent defaults by the
other party.
FY20-00113022Langton
Page 3 of 5
1 xhibit r"
skillsoft��
The authorized representatives of Skillsoft and Customer have executed this Agreement signifying their agreement to its contents.
SKILLSOFT CORPORATION CITY OF CARMEL,IN
Signature Signature
Print Name Print Name
Title Title
Date Date
FY20-00113022Langton
Page 4 of 5
Exhibit
skillsoft..
CUSTOMER INFORMATION EXHIBIT
BILL TO City of Carmel, IN SHIP TO City of Carmel, IN
CONTACT Timothy Renick CONTACT Timothy Renick
PHONE (317)571-2567 PHONE (317)571-2567
E-MAIL trenick@carmel.in.gov E-MAIL trenick@carmel.in.gov
ADDRESS _3 Civic Square ADDRESS 3 Civic Square
CITY Carm_el CITY Carmel
STATE IN STATE IN
COUNTRY USA COUNTRY USA
ZIP CODE 46032 ZIP CODE 46032
FY20-00113022Langton
Page 5 of 5
Exhibit 4
Skillsoft Corporation
Information Systems Department—2020
Appropriation#1202 43-570.04;P.O.#103494
Contract Not To Exceed$3,250.00
EXHIBIT B
INSURANCE COVERAGES
Worker's Compensation&Disability Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease: $100,000 each employee
Bodily Injury by Accident/Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit(other than
{
Products/Completed Operations): $500,000
Products/Completed Operations: $500,000
Personal &Advertising Injury
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit(any one person): $ 50,000
Comprehensive Auto Liability(owned,hired and non-owned)
Bodily Single Limit: $500,000 each accident
Injury and property damage: $500,000 each accident
Policy Limit: $500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ 10,000
[X:\joberlander\Courtacts\Goods Smices Skillsoft Corp 2�20.doc:2/42020 3:39 PM]
Skillsoft Corporation
Information Systems Department—2020
Appropriation#1202 43-570.04;P.O.#103494
Contract Not To Exceed$3,250.00 -
EXHIBIT C
AFFIDAVIT
•
Me. SSa Toil ,being first duly sworn,deposes and says that
he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this
matter, could testify as follows:
1. I am over eighteen(18)years of age and am competent to testify to the facts contained
herein.
2. I am now and at all times relevant herein have been employed by
Still SoP•V Ccr fbra2rion (the"Employer")
•
in the position of S-"f- "^3( Coni-rack i2ven ye
3. I am familiar with the employment policies,practices, and procedures of the Employer and
have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E-Verify program and has
provided -documentation of such enrollment and participation to the City of Cannel,
Indiana.
•
5. The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
•
EXECUTED on the b day of March. , 202.0.
• 0/01V?
Printed: /4eI.SSa Tliy
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and correct.
•
Printed: Me1.ssa. 172. -y
Nalkctskin n1Ap103 is:,11 1Ln12i cSp.:ASci icn igleaktZISt egfewAx .,nisi'`s k_anft l.ona=l•_tn_3 dugX jehe.intdettfmtlrnetsZosvis-6e' kiiltoh fo�+2�-20.daa:?'S?n'U I_I¢rnPAg1ui-142-PNII
9
v • INDIANA RETAIL TAX EXEMPT Page 1 of 1
iIi1t3T of cIirinrie1 CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER
FEDERAL EXCISE TAX EXEMPT 103494
ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,AT'
CARMEL,INDIANA 46032-2584 VOUCHER,DEUVERY MEMO,PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
12/12/2019 371996 Training
SKILLSOFT CORPORATION ICS
VENDOR P.O.BOX 405527 SHIP 31 1st Avenue N.W.
TO Carmel,IN 46032-
ATLANTA,GA 30384--5527 Timothy Renick (317)571-2576
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
42612
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 1115 Fund: 101 General Fund
Account: 43-570.04
1 Each Training $5,000.00 $5,000.00
Sub Total $5,000.00
•
/ 7 -,
„1 \ \ii
C51 1 1 r , ;Ti.',Z rI .', i) j
y ; �a �a _r3 it �,� 1 - ,-; ° r
�., _ ��
Send Invoice To: '�,S. �! ,, ,
ICS \ ./
Timothy Renick ..``.,,� r-r /
31 1st Avenue N.W. \ I"} ``¢' 4 .�j
' Ir I - t s
Carmel,IN 46032- # {
(317)571-2576 PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT $5,000.00
SHIPPING INSTRUCTIONS 'AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
'SHIP PREPAID.
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
'C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABE
'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 194
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY
Timothy Renick
TITLE Director
CONTROL NO. 103494 CLERK-TREASURER