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TargetSolution Learning, LLC/Util/5,495/Online Training Proposalrrow'-' f By Aw TargetSolutions Learning, LLC r`Z Utilities Department - 2018 Appropriation #01-6040-08; P.O.#W 10043 J1�•0 Contract Not To Exceed $5,495.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and TargetSolutions Learning, LLC (hereinafter "Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; WHEREAS, Professional is experienced in providing and desires to provide to City the professional services ("Services") referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1 INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2 SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional's time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of the City's authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. 15^[--\P,.f Sia R Goals 1-- In ... 7(2018 I:a5 PhTj 111 e I ze j, I - hl 106 § 0. XG WNW 01 WV n wo va 17 hwinn, A 1p, aw won pcvf`" . , 1 oil Y i A& PO &"A 0; '-M:+-, " (Pj ,4 "-'6 11 UUVA jySj,_ :.- Ac. A- &X. V. 1 r" x wc: "'J'- 10 ic) 1 wo" a a n, Tl z, 5 -, A n a a OUJ III. LV! is LAW �bi .:4KT Ito co .,J& n��'.)c vim, Owl 0 In, A MAI 010 h 07bw ly; A z 6 &0w , SQ 1,;--, 3,j� lt-v;c CA:, 4n 'Opp P? y, VO nj V0054401 Ub SAMPTIMAHA , 0^. A nit% wqn"ll?Vnn TargetSolutions Learning, LLC Utilities Department - 2018 Appropriation #01-6040-08; P.O.#W 10043 Contract Not To Exceed $5,495.00 SECTION 3 CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 01-6040-08 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City s behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Five Thousand Four Hundred Ninety Five Dollars ($5,495.00) (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of City's receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City's prior written consent. ISXmux Ut d Seo & Goal+SmWid—\2018 TrgetSo1.—, Inc. Pr(—,—.1 5--.Jx2/272018 1 45 PMO 2 TargetSolutions Learning, LLC Utilities Department - 2018 Appropriation #01-6040-08; P.O.#W 10043 Contract Not To Exceed $5,495.00 SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2018, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. SECTION 7 MISCELLANEOUS 7.1 Termination 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional's receipt of City's "Notice To Cease Services." 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. SXaov—\N f S— d Gaol. S.. Uld,-4018 Trg.Sol.-I Inc. Rd—.1 Seim t--72018 145 PAQ TargetSolutions Learning, LLC Utilities Department - 2018 Appropriation #01-6040-08; P.O.#W 10043 Contract Not To Exceed $5,495.00 7.5 Insurance Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and/or because of 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 on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 7.6 Liens Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. 7.7 Default In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. S & Gads S— W I—Q018 Tug.&Aw ms. Inc Proleum.l S-- Lk..2127R018 1 45 PSq to. owl -w T". :y a a 7� 1:An I, IRA WO, nw"�'wlnfl b'aynils rnow 'o '!0 J ?"Fg, N1 YCS!'i llyn awna1 1xv- xallywo W�nlavwyl 10 "a. For, O:w to 401 1 nu Hed? MO: W at and sqMq own"Ol j a elb am WE Z Q) W" VV i JA UL I IMAM at! TS ; 4; , v �.O. 4" 1 ,ph%, A of T -00S a 'a"v"? 31, -105,1 Cie; 0 T 7worsw 1 im. nvA AT Pa VO 01 .0"SOON yKNA. �z nw- ;Wrv� w 130 00 FOOM 11 nu �Yvl j. 0" ,10 IC i A Fri 111 : ,','v cc 1 1 41 '1 '%� 74 T 03 wy '4 �Qyw 70 NOW—Ac aw It -0 mace too M114"? is w{ -'k 100; !V &OL z- i mw up 13 A MIS qw I ralowo iit)►scY i. no 7 ani.. ?r.` A 1 1 !Tmj 4vsh w Maps motogn: 4, IMAM at! ' M 2"! lliq ; 4; , v �.O. 4" 1 W z (. y � 1700A 0, &�Qo AT Pa VO 01 10DOPOICA yj DOW VS 'Q jN C"c tjxv: hy Wm, o ,10 It -0 mace too M114"? is w{ -'k 100; !V &OL z- i mw up 13 A MIS qw I ralowo iit)►scY i. no 7 ani.. ?r.` A 1 1 !Tmj 4vsh w Maps motogn: TargetSolutions Learning, LLC Utilities Department - 2018 Appropriation #01-6040-08; P.O.#W 10043 Contract Not To Exceed $5,495.00 7.10 Discrimination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.11 E -Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly -hired employees using the E -Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit D, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E -verify program, and (ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit D. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E -Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City's authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E -verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30) days ("Cure Period"). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E -Verify requirements of this Agreement will not apply, should the E -Verify program cease to exist. 7.12 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. IS.`Cmv. \Pm(S. & Gm4 Sws\Gciliun%20181T,pLSoluim& Inc Pm4--J Srrnm.Joc'J2MOIS 145 Pnn TargetSolutions Learning, LLC Utilities Department - 2018 Appropriation #01-6040-08; P.O.#W 10043 Contract Not To Exceed $5,495.00 7.13 Notice Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand -delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Department of Utilities 30 W. Main St, Ste 220 Carmel, Indiana 46032 ATTENTION: John Duffy PROFESSIONAL: TargetSolutions Leaming, LLC 4890 W Kennedy Blvd, Ste 300 Tampa, FL 33609 ATTENTION: David Farrar Douglas C. Haney Corporation Counsel One Civic Square Carmel, Indiana 46032 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 Governing Law; Lawsuits This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file 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. 7.16 Waiver Any delay or inaction on the part of either parry in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non -Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. vcs & Gari+ S_ uiion —.1 S—d—.227/2018 1,45 P%fl 6 TargetSolutions Learning, LLC Utilities Department - 2018 Appropriation #01-6040-08; P.O.#W 10043 Contract Not To Exceed $5,495.00 7.18 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.19 Representation and Warranties Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings All headings 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. 7.21 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.22 Copyright City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.23 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. S KC -W Trf SKS k G -d, S— Uidi-12018\TrgccScduums. Luc Prat—1 S-- d-2/2712018 145 PMI TargetSolutions Learning, LLC Utilities Department - 2018 Appropriation #01-6040-08; P.O.#W 10043 Contract Not To Exceed $5,495.00 7.25 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City's organization. 7.26 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 7.27 Access to Public Records Act Professional understands and agrees that any "public record", as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana's Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seg., as amended. (remainder of page intentionally left blank) IS'C-.—Trd.S— 6 Gml+ Svcs\UIIIIUn\i0181TrgcLSalmans Inc. Pr.1-1 Swlm J.:212VO18 1 45 PAf) TargetSolutions Learning, LLC Utilities Department - 2018 Appropriation X101-6040-08; P.O.#W 10043 Contract Not To Exceed $5,495.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety I1-YA /q/'0 James Brainard, Pfesiding Officer Date: — ( 4�� Lori S. Wkw< MS51 er Date: —7 / *S ATTEST: S. Pauley, Date: (S:`Cwoan PrdS. & Grads S—kUta i1-QQ18\Tv8sLWo j— Inc. Pr4—W Sa— d -212V2018 145 PA¶ TargetSolutions Learning, LLC Ul'A Authorized Printed Name: Title: VP OF -"Z Kr FID/TIN: 7 61 — —1 C Z -7 —7 -7 5' Last Four of SSN if Sole Proprietor: Date: 9 -7Y Schedule A CONFIDENTIAL Ti4RG OsAMONS DATE of SUBMISSION Targedolutions 2/19/2018 10805 RANCHO BERNARDO ROAD, SUITE 200 LICENSE TERIMS: 36 months billed annually SAN DIEGO, CA 92127-5703 Proposal To: 877-944-6372 - TOLL FREE Jack Spears, Loss Prevention/Safety Manager 858-592-6880 - DIRECT 858487-8762 - FAX City of Carmel Utilities 3450 W. 1315t Street TS Sales Contact: David Farrar Carmel, IN 46074 Email: david.farrar@targetsolutions.com 317-733-2855 Phone: 773-294-7215 ispears@carmel.in.Rov TargetSolutions Online Training Platform License Customized Website, Administration Tools, and Applications DESCRIPTION UNIT PRICE QUANTITY TOTAL PER USER (# of Users) Online Training/Records ;Management Platform - YEAR ONE (3/31/18-3/30/19) $ 51.00 100 $ 5,100.00 Online Training /Records Management Platform - YEAR TWO $ 52.53 100 $ 5,253.00 Online Training/Records 'Management Platform- YEAR THREE $ 54.10 100 $ 5,410.00 Full TargetSolutions platform capabilities/applications PLUS course library of HR & Employment Practices, OSHA & Compliance, Driving Safety, Water/WasteWater CE course bundles Annual Maintenance Fee billed annually each year $ 395.00 1 $ 395.00 Optional Products and/or services: $ - $ One Time Set Up Fee waived- see notes TOTAL DUE YEAR ONE (INCLUDES 100 USERS, ANNUAL $5,495.00 MAINTENANCE FEE $395) YEAR ONE COST=$5,495 INCLUDES 100 USERS, SET UP FEE WAIVED IF PROPOSAL IS SIGNED BY 3/31/18, AND ANNUAL MAINTENANCE FEE $395. DISCOUNTED RATE AS CARMEL FIRE DEPT. IS AREADY A TARGETSOLUTIONS CLIENT. By signing the Client agreement, you are 1) agreeing to the pricing and terms presented in this proposal; 2) agreeing you have read and accept the Client Agreement and License terms and; 3) agreeing you have read the TargetSolutions Plaform System Requirements and Platform Solution Description documents listed in detail at the following url: httplLwww.tarQetsolutions.comjclientsJclient-resourcesI TargetSolutions, Inc. business proposal pricing is good for 30 days from Date of Submission listed above. Exhibit I 0'r7 i 1.1W.I., V. -QW 10. inJ'n IM I- I vorbi ry.p! quo ISM91 c. •t'. q"STS It 1, sit mah an is Ar v aq q W K ttIM mill 1) toe lo sm ton iv w% vww. bamm is o,ibu pm :oy A" immmorrUOV W&I V41L 'A It N J w? :v-:-w;S2Tc A TWO Q n MIA 21 RVA11, VZO 19 Ovi. awnt. i TARGEROMMNS Client Agreement This Client Agreement (the "Agreement"), effected as of the date noted in the attached Schedule A (the "Effective Date'), Is by and between TargetSoiutions 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. Services. 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. Availability. 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. Help Desk. TSL will assist Users as needed on issues relating to usage via e-mail, and a toll free Help Desk five (5) days per week at scheduled hours. 2. Cilent's Oblloatlons. 2.1. Compliance. Client shall be responsible for Users' compliance with this Agreement, and use commercially reasonable efforts to prevent unauthorized access to or use of the Services. 2.2. Identify Users. Client shall (i) provide a listing of its designated/enrolled Users; (ii) cause each of Its Users to complete a profile; (Ili) maintain user database by adding and removing Users as appropriate. 2.3. Future Functionality. Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any public comments regarding future functionality or features. 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. 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. Suspension of Service for Overdue Payments. Any fees unpaid for more than ten (10) days past the due date shall bear interest at 1.5% per month. With fifteen (15) days prior written notice, TSL shall have the right, in addition to all other rights and remedies to which TSL may be entitled, to suspend Client's Users' access to the Services until all overdue payments are paid in full. 4. Intellectual Property Rights. 4.1. Client acknowledges that TSL alone (and its licensors, [SIGNATURE PAGE IMMEDIATELY FOLLOWS] where applicable) shall own all rights, title and interest in and to TSL's 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. 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 31 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 Term, access to the Services may remain active for thirty (30) days solely for purpose of Company's record keeping (the "Expiration Period"). Any access to or usage of the Services following the Expiration Period shall be deemed Client's renewal of the Agreement under the same terms and conditions. 6. Mutual Warranties and Disclaimer. 6.1. Mutual Representations & Warranties. Each party represents and warrants that it has full authority to enter into this Agreement and to fully perform its obligations hereunder. 6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 7. Miscellaneous. 7.1. limitation on Liability. Except as it relates to claims related to Section 4 or Section 7.2 of this Agreement, (a) in no event shall either party be liable to the other, whether in contract, warranty, tort (including negligence) or otherwise, for special, incidental, indirect or consequential damages (including lost profits) arising out of or in connection with this Agreement; and (b) the total liability of either party for any and all damages, including, without limitation, direct damages, shall not exceed the amount of the total fees due to, or already paid to, TSL for the preceding twelve (12) months. 7.2. 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. Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other, provided that such consent shall not be unreasonably withheld. Notwithstanding the foregoing, TSL may freely assign or transfer any or all of its rights without Client consent to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of ail or substantially all of its assets. 7.4 Force Majeure. TSL shall have no liability for any failure or delay in performing any of its obligations pursuant to this Agreement due to, or arising out of, any act not within its control, including, without limitation, acts of God, strikes, lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, computer virus, governmental laws or regulations. 7.5. No Waiver. No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by the parties. 7.6. Severability. If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect; but the remainder of this Agreement shall continue in full force and effect. 7.7. 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. Exhibit ; CAM-SeqW11, .Y[:.,; ..S.p Vvy, W&,: 0, *: ;rx Y,W a 0 aw W 0 jvW)qM 'a. -1p 17 4 0 wow W" ok, 4W tcl !vj S42 L pv, Cox "kv I . W"I Ma V3 J "M T 0 TM 14- vty�n P: owl OQNOV 1 gr NVQ (yW", .t v n ql', F.Mr+?5'ykSD ! _l4 ii . Lj: j:ij �,L; z tl`KL.''*_; W, P' ...A 65 WWMQ�,L �!V 1 1 now 10 r% Mugs , 10 Ism ph 04, a!ii Tri{ ci >cw, %irg 6\40)v .4a 7W44) .V. -R;0,cL "v. ;4firls 'I )Ott ", t: ;'xtiolvt, te. ia� Aqv m wl)� iaiif, J9, vr�-r - N itjlfs; rAjzUA lic4 a, Ar^ r 4L,: U, V mop acl Fxs 6 lownp 'ni 'b'- t -u j n -V Al '.'W 0 10 :)L PC J.qU 7 N r TargetSolutions:: Business Proposal TargetSolutions is a web -based training management platform that helps organizations reduce claims, streamline training, and improve performance. The platform can be configured to each organization's specific needs. It is Internet - based and accessible through a unique URL path. Administrators manage the website on behalf of their organization and have access to the platform's powerful applications. The platform is constantly upgraded for clients through development and testing by TargetSolutions' team of technical developers. Platform Highlights:: Technology with a Purpose >>> TargetSolutions' technology platform features the industry's most dependable and powerful cloud based system. TargetSolutions delivers 99.95 percent uptime, delivering a fast and reliable experience for users. TargetSolutions' backup datacenter has been strategically positioned, securing production infrastructure. >>> TargetSolutions' web -based training management platform is accessible 24/7 from anywhere in the world. Users can navigate captivating, cross -browser compatible courses with cutting-edge interactions at their own pace, on their own time. >>> TargetSolutions features more than 1,000 training courses covering mandatory topics like sexual harassment, OSHA and much more in its extensive web -based library. TargetSolutions helps organizations that are working to deliver training, ensure compliance and reduce risk by streamlining and automating the training management process. >>> TargetSolutions enables organizations to define, measure and monitor the key risk metrics that help keep employees safe and protect assets. With the platform, administrators can create risk mitigation tools specific for their organization, making it possible to analyze the fundamentals and take action where needed. Tracking training, generating reports and analyzing deficiencies has never been easier. Exhibit —____ ---- 30v1 Lz TargetSolutions:: Learning Management TargetSolutions' learning management system (LMS) makes it possible for administrators to assign and deliver online training courses and custom-made activities to their users. The system also provides the ability to track, document and report assignments. it � Assignment Scheduler (Course Delivery System): Administrators are able to assign anything from the platform's robust online training library with the platform's Assignment Scheduler. They can also deliver specially created custom activities. Administrators are able to create new assignments, assign activities and modify and remove old assignments. - Notifications: Administrators can create e-mail alerts to notify administrators and users when an assignment is approaching. In addition to e-mail alerts, the platform features a prominently displayed Notification System (one for both users and administrators) on the home page that warns when an assignment needs attention. Users and administrators will receive alerts regarding upcoming expirations and deadlines for credential alerts, events, courses and activities. The platform generates an optional monthly e-mail to all users that serves as a reminder update and summarizes course assignments. It e Custom Content Delivery: Administrators have the ability to create, assign and manage the delivery of web based content. Administrators can deliver policies, SOPs and all other communications and ensure accountability by requiring employees to use an e -signature to verify receiving activities. Administrators are able to track completions and and run reports with complete data. Reports: Administrators can run reports on completed assignments, incomplete assignments, users, credentials, certificates, etc. They are able to save reports, recreate popular reports and specify output columns. They can also stay informed on their organization's progress toward completing courses and activities by monitoring assignment data that automatically filters onto the Dashboard. File Center (Organizational Resources): Organizations can store important departmental resources, including SOPs, training videos, new -hire documentation and more in a secure and centralized online location in the File Center, which provides 100 megabytes of file storage. Administrators can also post documents that are only visible for other administrators. The ability to upload and delete files is only granted to administrators, but all users will be able to access files that are uploaded and have not been restricted and are available for everyone. Community Resources (Resource Sharing): Administrators can access training videos, shared organizational policies, inspection forms, and more from other departments across the country with Community Resources. Shared material can be downloaded, customized and delivered through the assignment scheduler. Community Resources consists of two sections: Top Files and Top Videos, which are determined by a combination of popular views and resource ratings. The search engine gives administrators the ability to browse TargetSolutions' database of content. � Exh><brt qc17 I'U t ?)414Pt _,')LJfJf'MfC�; j'lN. " fTL( LU'i,,!.f; : Cf'. . PIAZA 'A,4t, f !J 7 t L ii Ul '.,.;Wt Jr IS #';.J.r'_+ Cly..r to fL;r, ito COi ;!Ff' r" Vu J, 'tW!IjFm ic I'U t ?)414Pt _,')LJfJf'MfC�; j'lN. " fTL( LU'i,,!.f; : Cf'. . PIAZA IA:I:,, ;I 'Liq U"OtTok tTuc ;LL XW. J.; x 'A,4t, f !J 7 t L IA:I:,, ;I 'Liq U"OtTok tTuc ;LL XW. J.; x 0 Events Manager. Administrators can create, schedule and track organizational events (including instructor -led training events, live meetings, etc.). This tool gives administrators the ability to track user registration for events and set e-mail reminder alerts. Administrators can access user registration and attendance records and set up event alerts. Users can view details of previous events they have enrolled in, events that are open to enroll in, previously attended events, and personally created events. Bulletin Board: Administrators can post organizational announcements for their entire organization to view on the home page of the platform. ..r Forums: The platform features a web -based discussion board that provides a centralized online location where an organization's administrators and users can discuss issues and trade ideas. Administrators have the ability to edit/delete posts without help from TargetSolutions' client services team. Organization & User Profiles (Management Tools): Organizations can manage users' access to the platform. Administrators can add users, delete users, modify user profiles, reset passwords, modify their organizational profile, define organizational categories, create groups and modify groups. Administrators can also assign "supervisor" rights to specific users. TargetSolutions:: Records Management TargetSolutions' records management system (RMS) makes it possible for administrators to track and report on all types of training assignments and activities. The powerful tools help organizations "go green," eliminate wasted paper and streamline their efforts, making managing personnel and remaining compliant more efficient. Activities Builder. Administrators are able to deliver customized training to users with an easy to -use application called Activities Builder. The application enables organizations to tailor training and/or activities to their organization's unique needs. Administrators can easily create any type of activity and assign it to users. Administrators can require e -signatures to verify they've received instructions. Here are just some of the different types of activities that can be created and assigned: Inspections: Stay informed on the status of equipment, gear, buildings and more by assigning activities that mandate routine analysis of valuable assets. Surveys: Survey employees on just about anything. Whether it's post -incident reporting, exposure reporting, or just regular office business, administrators can create activity questionnaires to garner feedback. Exhibit 0- Training Documentation: With TargetSolutions, administrators have the ability to create any type of training documentation they want and collect data on it. This feature is ideal for recording all types of information associated with instructor -led training sessions. ay License Management Whether it's a driver's license or any other type of license you need to track, TargetSolutions makes it easy and efficient. Alerts and notifications will keep users and administrators informed when expiration dates approach or pass. Test Builder. Tests are created with Test Builder and attached to activities created with the Activities Builder. Administrators can gauge employees' comprehension of material by creating and delivering automatically graded tests. Tests can be attached to activities and assigned to users. Certification & Qualification Management Track and maintain credentials, certifications, qualifications and other types of information. Everything can be tagged with an alert or a mail notification so it won't go unnoticed. TargetSolutions makes it easy for organizations to track online and in person training to meet mandated requirements. TargetSolutions:: Online Training TargetSolutions' complete online training library consists of more than 1,000 courses, featuring the following categories for risk pool organizations: HR & Employment Practices, OSHA & Compliance, Driving Safety, Fire & EMS Recertification, Law Enforcement, Public Works, and School Districts. HR & Employment Practices: An overview of employment practices encountered in the workplace, including sexual harassment, hiring and termination, discrimination, evaluation and documentation. TargetSolutions offers AB 1825 Sexual Harassment and AB 1234 Ethics Training that meet important requirements in California. OSHA & Compliance: TargetSolutions offers courses that comply with OSHA and other federal and state regulatory agency training mandates. These courses help eliminate logistical issues inherent with traditional training methods for these topics. c f o Driving Safety: TargetSolutions delivers the answer to your driver safety training. You will be able to reduce motor vehicle losses with courses designed to change unsafe driving behaviors and reinforce safe -driving concepts. m Public Works: TargetSolutions features more than 60 hours of continuing education that fulfill safety and technical recertification requirements for all levels of water and wastewater professionals. Water agencies can cost- effectively deliver online training designed to increase safety comprehension, achieve compliance and decrease claims. n Exhibit A, IV 66f 7 TargetSolutions:: Client Services TargetSolutions values your business and will prove it to you every single time you need our assistance. We are dedicated to providing customer service that exceeds our clients' expectations. 0 Implementation and Ongoing Support Asa TargetSolutions clientY ou have full access to our Client Services Support Team. At the executive level, within your risk pool, you'll be appointed a TS liaison to help navigate rollout and ongoing support of the platform, answer account -related questions and provide additional support as it is needed. We provide an Account Manager to train Member Administrators on the platform and help support implementation efforts at the local level. Our team of Customer Service Representatives is available to answer questions via Live Chat Support or our general customer service line. Clients' requests are responded to during normal business hours (8 a.m. to 5:30 p.m., PST). After-hours emergency support is available by calling toll-free at 800.840.8048. lozendesk Extended Support Services: TargetSolutions provides an extensive online multi -media help system with detailed step-by-step instructions for each operational activity on the platform. TargetSolutions also provides user manuals, video tutorials, and answers to frequently asked questions. In addition, TargetSolutions may provide in-person training workshops at various times throughout the year. TargetSolutions:: Additional Options In addition to the features listed in this document in the Career Tracking Solution package, TargetSolutions also offers additional options and upgrades. WIN Web Events: Web Events gives organizations the ability to conduct online meetings with remote participants — all from within TargetSolutions' platform. Web Events features screen sharing, video conferencing, live chat, and VOIP. In addition, TargetSolutions' Events Manager helps organizations manage invitations, track registrations and run attendance reports. TargetSolutions:: Proposal SummarN, This proposal outlines the benefits, features, services and applications TargetSolutions will provide to the Client named below along with payment terms. Confirmation is required to customize TargetSolutions' platform and begin the implementation process. Company: TargetSolutions Organization: City of Carmel Utilities Start Date: TBD Exhibit 7a7 EXHIBIT B Invoice Name of Company: Address & Zip: Telephone No.: Fax No.. Project Name: Invoice No. Purchase Order No: Date: Signature Printed Name Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided (Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C 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 Statutory Limits $100,000 each employee $250,000 each accident $500,000 policy limit 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: 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 11-6000ANAOUI1: It AFFIDAVIT — (� N1 () V u"` l ' p"( C-- i,-� , being fust 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. I am now and at all times relevant herein have been employed by >� 1� i �, L✓ i �S 1-�,r,) I sal L-�the "Employer") in the position of V lG 1� [' , < P,« 0 c`( 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 s day of in iLl , 201L. Printed: N I.(�}} 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 tru d correct. Printed: City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PAGE 1 PURCHASE ORDER NUMBER W10043 THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE. PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 2/27/2018 362274 Target Solutions Learning LLC Carmel Utilities VENDOR 4890 W Kennedy Blvd Ste 300 SHIP 30 W Main St Tampa FL 33609 TO 2nd Floor Carmel, IN 46032 CONFIRMATION I BLANKET I CONTRACT PAYMENT TERMS FREIGHT QUANTITY I UNIT OF MEASURE I DESCRIPTION I UNIT PRICE I EXTENSION 1.00 Each Online Training Proposal 5,495.00 5,495.00 Dated 2/19/18 01-6040-08 PLEASE INVOICE IN DUPLICATE Credit 0.00 Department Account Project Project Account AMOUNT PAYMENT 5,495.00 SHIPPING INSTRUCTIONS • A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. ` SHIP PREPAID NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND * C.O.D. SHIPMENTS CANNOT BE ACCEPTED VOUCHER HAS THE PROPER SWORN AFFADAVIT ATTACHED. " PURCHASE ORDER NUMBER MUST APPEAR ON ALL ' I HEREBY CERTIFY THAT THERE IS AN OBLIGATED BALANCE IN SHIPPING LABELS THIS APPROPRIATION SUFFICIENT TO PAY FOR+THE ABOVE ORDER. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY TITLE DOCUMENT CONTROL NO. W10043 CLERK -TREASURER