Skillsoft Corporation/IT2,994.30/Skillchoice 2.0Skillsoft Corporation
Information Systems Department - 2017
Appropriation # 1202 43-570.04 ; P.O. # 100796
Contract Not To Exceed $2,944.30
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
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
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.
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 Two Thousand Nine Hundred Forty Four Dollars and Thirty Cents ($2,944.30)
(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.
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 Skilisoft'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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Skillsoft Corporation
Information Systems Department - 2017
Appropriation # 1202 43-570.04 ; P.O. # 100796
Contract Not To Exceed $2,944.30
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, 2017 ("Effective Date"), and both parties shall
thereafter perform their obligations hereunder in a timely manner.
6. DISCLOSURE AND WARNINGS: Intentionally left blank.
LIENS: Intentionally left blank.
8. DEFAULT: Intentionally left blank,
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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Skillsoft Corporation
Information Systems Department - 2017
Appropriation # 1202 43-570.04 ; P.O. #100796
Contract Not To Exceed $2,944.30
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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Skillsoft Corporation
Information Systems Department - 2017
Appropriation # 1202 43-570.04 ; P.O. #100796
Contract Not To Exceed $2,944.30
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: Skillsoft 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.
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Skillsoft Corporation
Information Systems Department - 2017
Appropriation # 1202 43-570.04 ; P.O. #100796
Contract Not To Exceed $2,944.30
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, 2018.
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.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
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Skillsoft Corporation
Information Systems Department - 2017
Appropriation # 1202 43-570.04 ; P.O. 11100796
Contract Not To Exceed $2,944.30
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
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James Brainard, Presiding Officer
Mary Ann
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Skillsoft Corporation
Information Systems Department - 2017
Appropriation # 1202 43-570.04 ; P.O. #100796
Contract Not To Exceed $2,944.30
EXHIBIT A
31 DECEMBER 2017
City of Carmel, IN
Attn: Timothy Renick
3 Civic Square
Carmel, IN 46032 USA
Dear Timothy:
This letter 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 2017 END DATE: 30 DECEMBER 2018
SKILLSOFT PRODUCT AUTHORIZED AUDIENCE
IT VIDEOS - PROMOTIONAL 10
SKILLCHOICE IT 2A 10
DEPLOYMENT METHOD: NIIPort 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.
Course Object shall mean current and future online computer based training materials developed and owned by Skillsoft and/or its licensors in the content areas
relating to business skills, employee health and safety, legal compliance, financial services industry, desktop applications and information technology, including all
hard copy, machine-readable materials that comprise the object, including, all related software, data, disks, tapes, CD-ROM, Documentation and packaging delivered,
including by electronic delivery, to Customer. Planned Course Object(s) that are not commercially available at the time of Customers selection are available on a
'when and if basis. A target date is indicative of the anticipated release date but is subject to change or removal by Skillsoft without notice. The materials provided
hereunder have been developed with subject matter expertise from various third parties but are intended for informational and educational purposes only and do not
constitute legal advice or guarantee compliance with any federal, state or local laws or regulations. Although Skillsoft undertakes all reasonable efforts to maintain
the legal accuracy of this content and make updated content available to customers, neither Skillsoft nor any third party represents or warrants that the content
reflects current legal developments; customers are encouraged to consult local counsel before taking any action based on the content or information provided
hereunder.
IT Videos shall mean a collection of short, instructional videos covering IT related topics, hosted on Books24x7. Skillsoft reserves the right to modify, restrict or
update any content contained in the IT Video collection at any time during the License Term of this Agreement.
License Term shall mean the period of time from the Start Date through the End Date.
Mentoring Service shall mean a service that enables a user to ask questions relating to specific information technology courses or the general subject matter of
those courses and receive responses from experts in the field of information technology. The Mentoring Service is only available for Customers that purchase a
license to Extranet Hosting Service and/or Skillport via Extranet Hosting Services.
Platform Software shall mean the technology infrastructure selected by Customer in this Agreement above as further defined in this Agreement.
Referenceware shall mean the Books24x7 online library of third party reference materials, editorial materials, electronic books and other resources hosted by
Books24x7.com, Inc. Skillsoft reserves the right to modify, restrict or update any content contained in a Referenceware collection throughout the term of this
Agreement.
SkillChoice IT is a prepackaged offering of the Platform Software, Mentoring Service and selected Course Objects and Referenceware in the area of IT skills, in US
English and any additional languages as set forth in the license table above, subject to the Authorized Audience level. Skillsoft reserves the right to modify, restrict, or
update any content contained in the SkillChoice IT package throughout the term of this Agreement.
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 Customers 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
Customers Skillport administrator reporting feature of the module to print and maintain reports on NASBA CPE credits issued in accordance with its obligations of
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Skillsoft Corporation
Information Systems Department - 2017
Appropriation # 1202 43-570.04 ; P.O. #100796
Contract Not To Exceed $2,944.30
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.
Solution Areas shall mean the Course Object bundle(s) named in this Agreement and comprised of the Course Object(s) included in the respective bundle(s) as set
forth in Skillsoft's course catalog which may be found at http://www.skillsoft.com, including any Updates thereto.
Updates shall mean (i) any new Skillsoft Product(s) added to a Solution Area licensed and/or (ii) all revisions, new versions and changes to, or modifications of,
existing Skillsoft Product(s), which Skillsoft may, in its sole discretion, make generally available to its customers from time to time throughout the License Term; and/or
(iii) removal of any retired Course Object from the licensed Solution Area. Skillsoft reserves the right to determine the schedule of Updates. Customer will not be
provided Updates if they are not compatible with Customer's deployment method or the version of the Platform Software licensed by Customer.
LICENSE FEES, Customers 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:
YEARJERM ANNUAL LICENSE FEES
Y1 $2,944.30
TOTAL $2,944.30
All fees shall be invoiced annually in advance and are due and payable 100% net 30 days from the date of invoice.
The invoice and Products will be sent to:
City of Carmel, IN
Attn: Timothy Renick
3 Civic Square
Carmel, IN 46032 USA
trenickro7carmel. in.gov
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 IN 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 Customers 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 Skillsoft'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.
Either party may only cancel the Agreement (a) 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.
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 lax, then Skillsoft may pay such tax on Customers 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).
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 Slates 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-
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Skillsoft Corporation
Information Systems Department - 2017
Appropriation # 1202 43-570.04 ; P.O. #100796
Contract Not To Exceed $2,944.30
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 Skillsoffs 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 of required 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.
The authorized representatives of Skillsoft and Customer have executed this Agreement signifying their agreement to its contents.
SKILLSOFT CORPORATION
&K�L� --
Signature
Signature Melissa Talty
anagerk Kovenue & K0y8ltI69
Print Name
Title i
Date I
CITY OF CARMEL, IN
Signature
Print Name
Title
Date
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Skillsoft Corporation
Information Systems Department - 2017
Appropriation # 1202 43-570.04 ; P.O. #100796
Contract Not To Exceed $2,944.30
EXHIBIT B
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Property damage, contractual liability,
products -completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit (any one person):
Statutory Limits
$100,000 each employee
$250,000 each accident
$500,000 policy limit
$500,000
$500,000
$500,000
$250,000
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and non -owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000 each accident
$500,000 each accident
$500,000
$500,000
$ 10,000
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10
Skillsoft Corporation
Information Systems Department - 2017
Appropriation # 1202 43-570.04 ; P.O. # 100796
Contract Not To Exceed $2,944.30
EXHIBIT C
AFFIDAVIT
Michael Pellegrino _ , 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:
I . 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
Skillsoft Corporation (the "Employer")
in the position of Chief Financial Officer
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 Carmel,
Indiana.
5. The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
EXECUTED on the ZAP _day of ��Kvw1 20 1
Printed: Michael Pellegrino
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:
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II
INDIANA RETAIL TAX EXEMPT Pop 1 of 1
!City ®f Carmel _ - ----
CERTIFICATE NO.003120166 002 0 PURCHASE ORDER NUMBER j
FEDERAL EXCISE TAX EXEMPT 100796
ONE CIVIC SQUARE L 35.6000972 THIS NUMBER MUST APPEAR ON INVOICES,
VOUCHER, DELIVERY MEMO, PACKING SU PS,
CARMEL, INDIANA 46032-2584 SHIPPING LABELSANDANY CORRESPONDENCE j
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 II
PURCHASE ORDER DATE DATE REQUIRED I REQUISRION N0. VENDOR NO. DESCRIPTION
10M 112017 371996 Skillchoice R 2.0
SNJLLSOFT CORPORATION Information Systems
i
VENDOR P.O. BOX 405527 SHIP 3 Civic Square
TO Carmel, IN 46032 -
ATLANTA, GA 30364-5527 Timothy Renick (317) 571.2567
PURCHASE ID BLANKET CONTRACT PAYMENTTERMS FREIGHT
19748
QUANTITY UNI' OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department. 1202 Fund., 101 General Fund
Account: 43-570.04
10 Each Skillchoice IT 2.0 $294.43 $2,944.30
Sub Total $2,944.30
Send Invoice To:
Information Systems Quote Dated: 10105117
Timothy Renick
3 Civic Square
Cannel, IN 46032-
(317) 571-2567 PLEASE INVOICE IN DUPLICATE _
DEPARTMENT _�_ _ACCOUNT _ PROJECT - PROJECT ACCOUNT AMOUNT
PAYMENT $2,944.30
SHIPPING INSTRUCTIONS - AR 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 UNOBUGATED 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 LABEL
'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDEREDBY------- -- ---
Twwthy Renick
TITLE Director t „
CONTROL NO 100796 CLERK -TREASURER