HomeMy WebLinkAbout2019-107 20190040 Target Solutions Client Agreement
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Addendum to
TARGET SOLUTIONS CLIENT AGREEMENT (the "Agreement")
between
TARGETSOLUTIONS LEARNING, LLC ("TSL")
and
THE CITY OF ASHLAND ("CITY")
To the extent this Addendum and the Agreement conflict, this Addendum shall control. This
Addendum amends the Agreement as follows:
I , Add the following new Subsection 7.8 to the Agreement as follows:
7.$. The following laws of the State of Oregon are hereby incorporated by reference into
this Agreement to the extent applicable to TSL: ORS 27913,220, ORS 279B 230, and ORS
27913.235.
2, Add the following new Subsection 7.9 to the Agreement as follows:
7.9. Nondiscrimination. TSL agrees that no person shall, on the grounds of race, religion,
color, creed, sex, marital status, familial status or domestic partnership, national origin,
age, mental or physical disability, sexual orientation, gender identity or source of income,
suffer discrimination in the performance of this Agreement when employed by TSL. TSL
agrees to comply with all applicable requirements of federal and state civil rights and
rehabilitation statutes, rules and regulations. Further, TSL agrees not to discriminate
against minority-owned, women-owned or emerging small businesses in awarding
subcontracts as required by ORS 279A.I 10.
3. Add the following new Subsection 7.10 to the Agreement as follows:
7.10. General Liability Insurance, TSL shall obtain and beep in effect at its sole cost during
the term of this Agreement commercial general liability insurance covering bodily injury
and property damage. This insurance shall include personal injury coverage and contractual
liability coverage under this Agreement, The combined single limit per occurrence shall
not be less than two million dollars ($2,000,000). The certificate of insurance shall name
the City of Ashland, its officials, officers, agents and employees as additional insureds to
the extent ofrSL's negligence,
4. Add the following new Subsection 7.11 to the Agreement as follows:
7.11. Professional Liability Insurance TSL shall obtain and keep in effect at its sole cost
during the term of this Agreement professional liability insurance with a combined single
limit, or the equivalent, of not less than $2,000,000 (two million dollars) per occurrence.
Page 1 of 3: Addendum to Target Solutions Client Agreement between TSt, and City of Ashland
This is to cover any damages caused by errors, omissions, or negligent acts related to the
professional services to be provided under this Agreement,
5. Add the following new Subsection 7.12 to the Agreement as follows:
7.12. Choice of Laws. This Agreement shall be governed by the laws of the State of Oregon
without regard to conflict of laws principles, Exclusive venue for litigation of tiny action
arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson
County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall
be in the federal district court for the district of Oregon,
6. Add the following new Subsection 7.13 to the extent applicable to TSL under the
Agreement as follows:
7,13, Oregon Tax Law. TSL's compliance with tax law:
(1) TSL represents and warrants to the CITY that:
T SL shall, throughout the term of this Agreement, including any extensions
hereof, comply with:
(i) All tax laws of the State of Oregon, including but not limited to ORS
305.620 and ORS Chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of
Oregon applicable to TSL; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement
or enforce any of the foregoing tax laws or provisions.
TSL, for a period of no fever than six (6) calendar years preceding the
Effective Date of this Agreement, has faithfully complied with:
(i) All tax laws of the State of Oregon, including but not limited to ORS
305.620 and ORS Chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of
Oregon applicable to TSL; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement
or enforce any of the foregoing tax laws or provisions.
(2) TSL's failure to comply with the tax laws of the State of Oregon and all
applicable tax laws of any political subdivision of the State of Oregon shall
constitute a material breach of this Agreement, Further, any violation of TSL'
s warranty, as set forth in this Subsection 7.13, shall constitute a material
breach of this Agreement,
Except as modified by this Addendutn, the Agreement Shall remain in full force and effect,
Page 2 of 3: Addendum to'rarget Solutions Client Agreement between *rSL and City of Ashland
i
I
IN WITNESS WHERE'OF the parties have caused this Addendum to be signed in their respective
names by their duly authorized representative as of the dates set forth below,
I
I' L 'Y r F ASHLAND, OREGON TARGL'I' SOLUTIONS LEAI KING, LLC
L.-
By,
(must be Officer of the Company)
►~~.~P-~°^~S
(Tinted Name: Printed Name:
V -S
Title: Title: P ate'
Date: S j 1 n Date;
APPROVED A,$ TO FORM
A,Mland Amt. City Attomoy
Data W
APPR VED AS O ORM
A land A331. City Attorney
Date%''
Pagc 3 of :t: Addendum to Target Solutions Client Agreement fxt~vicen '['SL and Cite of Ashland
T,4Rn . • unonrs
Client Agreement
This Client !-agreement (the 'Agreernent'), effected as of the date noted in the attached Schedule A (the "Effective Date"), is by and between TargetSolutions
! earning, LLC, ('TSt.°), a Delawaro limited liability company, and the undersigned client ("Client'), and governs the purchase and ongoing use of We services
described In this Agreement (the "Services").
1. Services. TSL shall provide the lollowino where applicable) shall ov%m all rights, title and OT11F-RVVIS INCLUDING ANY
Interest in and to TSLs software, website or b';ARRANTiLS Or MERCHANTABILITY OR
services: technology, the course content, and the Services FITNESS FOR A PARTICULAR PURPOSE, TO
1.1. Access. TSL will provide Client a non- provided by TSL, as well as any and all THE MAXIMUM EXTENT PERMITTED BY
exclusive, non-transferable, revocable, limited suggestions, ideas, enhancement requests. APPLICABLE WN,
license to remotely access and use the Services feedback, recommendations or other information 7. Miscellaneous,
hereunder and, unless prohibited by lawv, gill provided by Client, and [Iris Agreement does not
provide access to any person designated by Client convey to Clierlt any rights of ownership w the 7.1. Limitation on Liability. Except as it relates to
("Users"), same. The 'iSL name and logo are trademarks claims related to Section 4 or Section 7.2 of this
of TSL, and no right or license is granted to Client Agreement, (a) in no event shall either party be
1,2..Availabiliiv. 1'SL shall use commercially to use them. liable to the other, whether in contract, warranty,
reasonable efforts to display its content and tort (including negligence) or otherwise, for
coursewerk for access and use by Client's Users 4,2, Except as otherwise agreed in writing or to special, incidental, Indirect or consequential
tvvenlyfaur (24) hours a day, seven (7) days a the extent necessary for Clierlt to use the darrages (including lost profits) arising out of or
v;eek, subject to scheduled drwritime, for routine Services In accordance with this Agreement, in connection with this Agreement and {b) the
maintenance, emergency maintenance, system Client shall not: (i) ropy the course content in
outages and other outages beyond TSL's control. whole or in part; (it) display, reproduce. create iota) w either party for any and all
derivative works front, transmit, sell, distribute, damages including, without limitation, direct
1.3. Help Des . TSL will assist Users as needed damages, shall not exceed the amount of the
rent, lease, sublicense, transfer or in any way
on issues relating to usage via e-mail, and a toll total fees due to, or already paid to, TSL for the
free Help Desk five O 5 days exploit the course content in .yhgle or in part: (iii) per week w scheduled embed the course content into other products; preceding helve
{12} months.
hours. (iv) use any trademarks, service marks, domain 7 2. Indemnification. TSL shall indemnify and
2. Client's Obligations. names, Icgos, or other identifiers of TSL or any hold Client harmless from any and all clams,
of its third party suppliers; or (v) reverse damages, losses and expenses, Including but
2.1. Compliance. Client shall be responsible for engineer, decompile, disassemble, or access the not limited to reasonable attorney fees. arising
Users' compliance with this Agreement, and use source code of any TSL software,. cut of or resulting from any third party claim ihal
commercially reasonable efforts to prevent the Services or any component thereof infringes
unauthorized access to cr use of the Services. 4.3. Client hereby authorizes TSL to share any or violates any Intellectual property right of any
Intellectual property ovmcd by Client {'User
2,2. Identify Users, Client shall (1) provide a listing Generated Content') that its Users upload to the person.
of Its cesignatedlenrolled Users; (it) cause each of Community Resources section of TSL's websile 7.3, Assignment Neither party may assign or
its Users to complete a profile; (ill;) rnalwaln use., with TSL 's 3''1 party customers and users that are delegate Its rights or obligations ptl^S41ant to this
database by adding and removing Users as unrelated to Client ('Other TSL Cusiorners°); Agreement without the prior written consent of
appropriate. provided that TSL must provide notice to Client's the ocher, provided [hat such consent shall not be
23, Future Functionality. Client agrees that its users during the upload process that such User unreasonably ,vilhheld. Nolwithslanding the
purchases hereunder are neither contingent on the Generated Content will be shared with such foregoing, r SL may freely assign or transfer any
delivery of any future functionality or features nor Other TSL Customers. or all of its rights without Client consent to an
dependent on any public comments regarding 5 Town, affiliate, or in connection with a merger,
future functlonality or features. acquisition, corporate reorganization, or sale of
The term of this Agreement shall commence on all or substantially all of Its assets.
3. Fees and Payments. the Effective Date, and will remain in full force 7.4 and effect for the term Indicated In Schedule A for Enrcil or Molourc, TSL shall
have no liability
3,1, Fees, Client will pay for the Services in of for any tailurc re or delay in performing any of its
accordance with the fee schedule in Schedule A ("Tenn'). Upon expiration o: the Initial Term, [his
1,
attached to this Agreement. Fees listed in agreement shall automatically renew for obligations pursuant to this within due to,
arising out of, any eel not ot within Its control,
Schedule A shall be Increased by 3% per year successive one (1) year periods (each, a
" including, without Ifm'.tatign, acts of God, strikes,
both during the term of this AgrcWment, as Well as Renewal Temp°, unless notice is given by either
party its intent to terminate the A, reement, at lockouts, war, ruts, lightning, fire, storm, flood,
for any renewal terns. eaast sixty (60) days prior to the scheduled explosion, interruption or delay in power supply,
3.2. Payments. All fees due under this Agreement termination date. Upon expiration of the Initial or computer virus, governmental laws or
must be paid in United States dollars. Such any Renewal Term, access to the Services may regulations.
charges will be made in advance, according to the remain active for thirty (30) days solely for 7.5. No V-Jaiver. No vvaivor, amendment or
frequency stated In Schedule A. TSL will Involve purpose of Company's record keeping (the modification of this Agreement shall be effective
in advance, and such invoices are due net 30 days "Expiration Period"). Any access to or usage of unfess In writing and signed by the parties.
from the invoice (title. All fees collected under this the Services follomriq the Expiration Period shall
Agreement are fully earned wfien duo and be deemed Client's renewal of the Agreement 7 r. 5everabilily, If any provision of this
nonrefundable when paid. under the same terms and conditions. Agreement is found to be contrary to law by a
Court of competent jurisdiction, such provision
3.3. Suspension of Service for Overdue Payments. 5. Mutual Warranties and Disclaimer. shall be of no force or effect; but the remainder
Any fees unpaid for more than ten (10) days past of this Agreement shall continue in full force and
the due date shall bear Interest at 1.5% per month. 6.11. f:Mutual Representations & Warranties, effect.
b5d[h fifleen {15) days prior written notice, 'iSL Each party represents and warrants that it has
shall have the right. In addition to all other rights full author ty to enter into this Agreement and to 7.7. Entire Agreement. This Agreement and its
and remedies to welch TSL may be entitled to fully perform Its obligations hereunder exhibits represent the entire understanding and
suspend Client's Users' access to the Services 6.2, Dlse'ahner. EXCEPT AS EXPRESSLY agreement between TSL and Client. and
until all overdue payments are paid In full. PROVIDED HEREIN, NEITHF.R PARTY MAKES supersedes all other negotiations, proposals,
4. Intellectual Proporty Rights. 4.1, Client ANY WARRANTIES OF ANY KIND, VIMETHER understandings and representations {written or
acknowledges that TSL alone (and its licensors, EXPRESS. IMPLIED, STATUTORY OR oral) made by and br-Moon TSL and Client.
[SIGNA1URE PAGE IMMEDIATELY FOLLOWS] Rev P
IN tia9TNESS WHERKIF, the parlins have executed this Agreement as of the last dale set brm heio.v.
TareetSolulions Learning, LLG Client Nan-e: Ashland Fire & ReSCUe
Addrass: 455 Siskiyou Blvd
Ashland; OR 97520
ey: V By: f
Printed Narre: Phil Coons Printed Nome: Mich eJI'Qrazi
Title: Director of Sales Want hlle~ Fire Chief
Date: S/ ! t f1 Datc;: 511012013
Approved as to Form with the
attached Addendum incorporated:
Ashland City Attomey
Date
2
Rev P
. I
SCHEDULE A
CoLUTIONS
DATE of SU13ht15510N
TargetSotutions Learning, LLC. 5/3/2018
10805 RANCHO BERNARDO ROAD, SUITE 2C0 LICENSE TERMS: 6.30.18-6.29.21
SAN DIEGO, CA 92127-5703
Business Proposal Exclusively Developed for:
877-944-6372 -TOLL FREE Ashland Fire & Rescue
858-592-6880 - DIRECT / 858-487-8762 - FAX ATTIV: Deputy Chief David Shepherd
- -
Regional Sales Manager: Steve Walsh 4.55 Siskiyou Boulevard
Ashland, OR 97520
Entail: steve.tA)alsfi@targetsolutions.com (541) 482-2770
Phone; 858-683-7745
Target5olutions Online Training Platform License Customized Website, Administration Tools, and Applications
DESCRIPTION UNIT PRICE QUANTITY
TOTAL
PER USER (it of Users)
TargetSolutions Platform: Firefighters(OR Discount) $ 89.00 35 $ 3,115.00
TargelSolutions Check It - Apparatus $ 170.00 12 $ 2,040.00
TargetSolutions Check it - Vehicles $ 85.00 9 $ 765.00
Annual Maintenance Fee $ 395.00 S $ 395.00
Total Annual License Fee $ 6,315.00
Subject to Section :3.1 ot'C'lient As -cement
One Time Set Up(waived if signed by 6/30/18) $1,500 wailed $ _
TOTAL INITIAL INVESTMENT $ 6,315.00
NOTES: 15% discount applied to Check It application in year one(10% early adpoter discount year one only, 5%
discount to total on-going)
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 Target5olutions Platform System
Requirements and Platform Solution Description documents listed in detail at the following url:
http://www.tarpetsolLItions.com/clients/client-resources/
Target5olutions Learning, LL C. business proposal pricing is good for 30 nays from Date of Submission listed above.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PAIN
SUMMARY OF COVERAGES
1. Additional Insured by Contract, Agreement or Permit Included
2. Additional Insured - Primary and Non-Contributory
ln~ el d
3. Blanket Waiver of Subrogation Included!
4. Bodily Injury Redefined Includedl
5. Broad Form Property Damage - Borrowed Equipment, Customers Goods & Use of Elevators Inciudedll
6. Knowledge of Occurrence Included
7. Liberalization Clause Included
8. Medical Payments Included
9. Newly Acquired or Formed Organizations - Covered until end of policy period Included
14. Non-owned Watercraft 51 ft.
11. Supplementary Payments Increased Limits
- Bail Bonds $2,500
- Loss of Earnings $1900
12, Unintentional Failure to Disclose Hazards Included
13. Unintentional Failure to Notify Included
This endorsement amends coverages provided under the Commercial General Liability Coverage Part through
new coverages, higher limits and broader coverage grants.
1. Additional Insured by Contract, Agreement or (1) "Your work" for the additional Insured(s)
Permit designated in the contract, agreement or
The following is added to SECTION II - WHO IS permit;
AN INSURE[: (2) Premises you own, rent, lease or occupy;
Additional Insured by Contract, Agreement or or
Permit (3) Your maintenance, operation or use of
a. Any person or organization with whom you equipment leased to you.
agreed in a written contract, written agreement b. The insurance afforded to such additional
or permit that such person or organization to Insured described above:
add an additional insured on your policy is an (1) Only applies to the extent permitted by
additional insured only with respect to liability law; and
for 'bodily injury" "property damage, or
'"personal and advertising injury" caused, in (2) Will not be broader than the insurance
whole or in part, by your acts or omissions, or which you are required by the contract,
the acts or omissions of those acting on your agreement or permit to provide for such
behalf, but only with respect to: additional insured.
421-2915 12 14 Includes copyrighted material of Insurance Services Office, Inc., Wth its permission. Page 1 of 4
(3) Applies on a primary basis if that is advertising injury" involved the rendering
required by the written contract, written of or failure to render any professional
agreement or permit, services by or for you.
(4) Will not be broader than coverage d, With respect to the insurance afforded to
provided to any other insured, these additional insureds, the following is
(5) Goes not apply if the "bodily injury" added to SECTION III - LIMITS OF
"property damage" or "personal and INSURANCE:
advertising injury" is otherwise excluded The most we will pay on behalf of the
from coverage under this Coverage Part, additional insured for a covered claim is the
including any endorsements thereto. lesser of the amount of insurance:
c. This provision does not apply: 1. Required by the contract, agreement or
(1) Unless (lie written contract or written permit described in Paragraph a.; or
agreement was executed or permit was 2. Available under the applicable Limits of
issued prior to the "bodily injury", "property Insurance shown in the [declarations.
damage", or "personal injury and This endorsement shall not increase the
advertising Injury". applicable Limits of Insurance shown in the
(2) To any person or organization included as declarations.
an insured by another endorsement 2. Additional Insured - Primary and Non-
issued by us and made part of this Contributory
Coverage Part.
The following Is added to SECTION IV
(3) To any lessor of equipment: COMMERCIAL GENERAL LIABILITY
(a) After the equipment lease expires; or CONDITIONS, Paragraph 4. Other Insurance:
(b) If the "bodily injury", "property Additional Insured - Primary and Non-
damage", "personal and advertising Contributory
injury" arises out of sole negligence of If you agree in a written contract, written
the lessor agreement or permit that the insurance provided to
(4) To any: any person or organization Included as an
(a) Owners or other interests from. whom Additional Insured under SECTION II - WHO IS
land has been leased which takes AN INSURED, Is primary and non-contributory,
place after the lease for the land ex- the following applies:
pires; or If other valid and collectible insurance is available
(b) Managers or lessors of premises if. to the Additional Insured for a loss covered under
Coverages A or B of this Coverage Fart, our
(1) The occurrence takes place after obligations are limited as follows:
you cease to be a tenant in that
premises; or a. Primary Insurance
(11) The "bodily injury", "property This insurance is primary to other insurance
damage", "personal Injury" or that is available to the Additional insured
"advertising injury" arises out of which covers the
structural alterations, new con- Additional Insured as a Named Insured. We
struction or demolition operations will not seek contribution from any other
performed by or on behalf of the insurance available to the Additional Insured
manager or lessor. except:
(5) To "bodily Injury", "property damage" or (1) For the sole negligence of the Additional
"personal and advertising injury" arising Insured;
out of the rendering of or the failure to (2) When the Additional Insured is an
render any professional services. Additional Insured under another primary
This exclusion applies even if the claims liability policy; or
against any Insured allege negligence or
other wrongdoing In the supervision, (3} when b. below applies.
hiring, employment, training or monitoring If this insurance is primary, our obligations are
of others by that insured, if the not affected unless any of the other insurance
"occurrence" which caused the "bodily is also primary. Then, we will share with all
injury" or "property damage' or the offense that other insurance by the method described
which caused the "personal and in c. below.
421-2915 12 14 Includes copyrighted material of Insurance Servsces Office, Inc,., with its permission. Page 2 of 4
b. Excess insurance insurer contributes equal amounts until it has
(1) This insurance is excess over any of the paid its applicable limit of insurance or none of
other insurance, whether primary, excess, the loss remains, whichever comes first. If any
contingent or on any other basis: of the other insurance does not permit
contribution by equal shares, we will contribute
(a) That Is Fire, Extended Coverage, by limits, Under this method, each insurer's
Builder's Risk, Installation Risk or share is based on the ratio of its applicable
similar coverage for "your work"; limit of Insurance to the total applicable limits
(b) That is faire insurance for premises of insurance of all insurers
rented to the Additional Insured or 3, Blanket Waiver of Subrogation
temporarily occupied by the Additional
Insured with permission of the owner; The following is added to SECTION IV
COMMERCIAL GENERAL LIABILITY
(c) That is insurance purchased by the CONDITIONS, Paragraph 8. Transfer Of Rights
Additional Insured to cover the Of Recovery Against Others To Us:
Additional Insured's liability as a
tenant for "property damage" to We waive any right of recovery we may have
premises rented to the Additional against any person or organization with whom you
Insured or temporarily occupied by the have a written contract that requires such waiver
Additional with permission of the because of payments we make for damage under
owner; or this coverage form. The damage must arise out of
your activities under a written contract with that
(d) If the loss arises out of the person or organization. This waiver applies only to
maintenance or use of aircraft, "autos" the extent that subrogation is waived under a
or watercraft to the extent not subject written contract executed prior to the "occurrence"
to Exclusion g. of SECTION i - or offense giving rise to such payments.
COVERAGE A - BODILY INURY
AND PROPERTY DAMAGE 4. Bodily Injury Redefined
LIABILITY. SECTION V - DEFINITIONS, Definition 3. "bodily
(2) When this insurance is excess, we will Injury' is replaced by the following:
have no duty under Coverages A or B to 3. "Bodily injury' means bodily injury, sickness or
defend the insured against any "suit" if any disease sustained by a person including death
other insurer has a duty to defend the resulting from any of these at any time. "Bodily
insured against that "suit". If no other injury" includes mental anguish or other
insurer defends, we will undertake to do mental injury resulting from "bodily injury".
so, but we will be entitled to the Insured's 5. Broad Form Property Damage - Borrowed
rights against all those other insurers. Equipment, Customers Goods, Use of
(3) When this insurance is excess over other Elevators
Insurance, we will pay only our share of a. SECTION I - COVERAGES, COVERAGE A -
the amount of the loss, if any, that BODILIY INJURY AND PROPERTY
exceeds the sum of: DAMAGE LIABILITY, paragraph 2.
(a) The total amount that all such other Exclusions subparagraph J. Is amended as
Insurance would pay for the loss in the follows:
absence of this insurance; and Paragraph (4) does not apply to "property
(b) The total of all deductible and self damage" to borrowed equipment while at a
insured amounts under all that other jobsite and not being used to perform
insurance. operations.
We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to
with any other Insurance that is not "property damage" to "customers goods" while
described In this Excess Insurance on your premises nor do they apply to the use
provision and was not bought specifically of elevators at premises you own, rent, lease
to apply in excess of the Limits of or occupy.
Insurance shown in the Declarations of b. The following is added to SECTION V
this Coverage Part. DEFiNTIONS;
c. Method Of Sharing 24. "Customers goods" means property of
If all of the other insurance permits your customer on your premises for the
contribution by equal shares, we will follow this purpose of being:
method also. Under this approach each
421-2915 12 14 Includes copyrighted material of Insurance services office, Inc., with its permission. Page 3 of 4
a. worked on; or SECTION i - COVERAGES, COVERAGE A
b. used In your manufacturing process. BODILY INJURY AND PROPERTY DAMAGE
LIABILITY, Paragraph 2. Exclusions,
c. The insurance afforded under this provision is subparagraph g.(2) is replaced by the following:
excess over any other valid and collectible Aircraft, Auto Or Watercraft
property insurance (including deductible) g= r
available to the insured whether primary, (2) A watercraft you do not own that Is:
excess, contingent (a) Less than 51 feet long; and
6. Knowledge of Occurrence
(b) Not being used to carry persons or
The following is added to SECTION IV - property for a charge;
COMMERCIAL GENERAL LIABILITY
CONDITIONS, Paragraph 2. Duties in the Event This provision applies any person who,
with your consent, either uses or is
of Occurrence, Offense, Claim or Suit: responsible for the use of a watercraft.
e. Notice of an "occurrence", offense, claim or 11. Supplementary Payments Increased Limits
"suit" will be considered knowledge of the
insured if reported to an individual named SECTION I - SUPPLEMENTARY PAYMENTS
insured, partner, executive officer or an COVERAGES A AND B, Paragraphs 1.b. and
"employee" designated by you to give us such 1 •d• are replaced by the following:
a notice. 1.b. Up to $2,500 for cost of bail bonds required
7. Liberalization Clause because of accidents or traffic law violations
arising out of the use of any vehicle to which
The following is added to SECTION IV - the Bodily Injury Liability Coverage applies.
COMMERCIAL GENERAL LIABILITY We do not have to furnish these bonds.
CONDITIONS:
Liberalization Clause 1A.All reasonable expenses incurred by the
insured at our request to assist us in the
If we adopt any revision that would broaden the investigation or defense of the claim or "suit",
coverage under this Coverage Form without including actual loss of earnings up to $1000 a
additional premium, within 45 days prior to or day because of time off from work.
during the policy period, the broadened coverage 12. Unintentional Failure to Disclose Hazards
will immediately apply to this Coverage Part.
The following is added to SECTION IV -
0. Medical Payments COMMERCIAL GENERAL LIABILITY
a. SECTION 1- COVERAGES, COVERAGE C - CONDITIONS, Paragraph 6. Representations:
MEDICAL PAYMENTS, Paragraph 1. We will not disclaim coverage under this Coverage
Insuring Agreement, subparagraph a.(3)(b) part if you fail to disclose all hazards existing as of
is replaced by the following: the inception date of the policy provided such
(b) The expenses are Incurred and reported failure is not intentional,
to us within three years of the date of the 13. Unintentional Failure to Notify
accident; and
The following is added to SECTION IV -
b. This coverage does not apply if COVERAGE COMMERCIAL GENERAL LIABILITY
C - MEDICAL PAYMENTS is excluded either CONDITIONS, Paragraph 2. Duties in the Event
by the provisions of the Coverage Part or by of Occurrence, Offense, Claim or Suit:
endorsement.
9. Newly Acquired Or 1=armed Organizations Your rights afforded under this policy shall not be
prejudiced if you fail to give us notice of an
SECTION 11 - WHO IS AN INSURED, Paragraph "occurrence", offense, claim or "suit", solely due to
3.a. is replaced by the following: your reasonable and documented belief that the
a. Coverage under this provision is afforded until "bodily Injury" or "property damage" is not covered
the end of the policy period. under this policy.
10. Non-Owned Watercraft
ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED.
421.2915 12 14 Irdudes copyrighted meteria of Insurance services Office, Irc„ v4th Its pernilssiun. Page 4 of 4
REDVLLC-01 MPOL
CERTIFICATE OF LIABILITY INSURANCE CATE,MN1,IDDIYYYYI
[0441122612018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(los) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement, A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsements .
PRODUCER ( Co(JTACT Margaret Polite
_F1Pen
Babb P&C, Ltd PHONE - . _ FA>< w...v
No, Ex(239) 208-3454 l vc, vol;(239) 333-1760
2451 First Street E.
EMAIL - _
Fort Myers, FL 33901 pRssmep_a babbins.corn
_ IN$UREFiLSIAFFORD1AnCOVERAGE NAICk
114SURERA: Massachusetts BaV Insurance rromjJarty_ 122 06
INSURED INSURER(3;Tt7B Hanover Insurance Company 122292
RedVector.com, LLC, at al. (see additional named insured INSURER C;
below)
4890 W. Kennedy Blvd #300 -INSURER D:
Tampa, FL 33608 INSURER E : '
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED Nf441ED ABOVE FOR THE POLICY PERIOD
INDICATED, NOT4VTHSTANDING ANY REOUIRENIENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VOTH RESPECT TO 1A"ICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS..
INSR TYPE OF INSURAFJCE ADOL SUBR' POLICY NUMBER POLICY EFF_,.. f apLi6Y EXP 1IM!WDDfYYY`Yi LIMITS
A "X COMMERCIAL GENERAL LIABILITY ~,1^,4JCC_RREtJCc 2,000,000
CU~Ih'SWtOE I X OCCUR 'ZHWD414S50-00 11109/2017 11101/2018 {EO 1,
X X 000,000
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_ PERSONAL&fiCVI'JJURY 2,000,000
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X POLICY L ] F0- F-] LCC 3,4417,000
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A AUTOMOBILE LIABILITY CCFIBINED SINGLE LMT 1,000,000
ANY A:;ri, ZHW D414650-OD 1110112017 11/01/2018 9OOILY MJLRY {.,cr fff~or}
OWNED 'HEDUAC, AUTOS ONLY AUTOS RONLY W~~R Op CG ~~C~ AUi'OSONLY IJX AU7LkSIttNl yP6iat3TGYr1`~RIA-i.-------£
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H EXCESSUAI3CtAihls AGGREGATE
GED X RETENTIONS S
B WORKERS COMPENSATION - X 1-PT LUtawrY
YIN WMW-D370729.00 11/01/2017 11/01/2018 1 000 000
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ANY PROPR,ETORtPARTNEftEXE.CU'rIVE N- NIA
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f'I III'TICN9 FOPERATIONSbai[nv E,L. U43FASE =POLICY LIVI r s ' ' ~
B GybCr Liability LHW D414663.00 11101/2017; 11101/2018 Limit of Liability 5,000,000
B E&O Liability LHW D414653.00 11/0112017 1110112010 Limit of Liability 5,000,000
I
DESCRIPTION OF OPERATIONS! LOCATIONS IVEHICLES JACURD 101 Additional Remarks SchedulC may be attached If momsp~pee Is required)
Additional Named Insured: RVI. Holdings, LLC; TargetSelutions Learning, LLC; TargetSolutions, Inc., Vector Intermediate Holdings, LLC & Scenario Learning,
LLC; SlmplyD)gi.com, LLC.; CiearPond Technologies, Inc. ; NFORMD.NET, LLC & Convergence Training, LLC
City of Ashland Fire & Rescue, its officials, employees, and volunteers are included as Additional Insured as required by written contract per attached Liability
Forni .
CERTIFICATE: HOLDER C, NGELLATIQN_
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Ashland Fire & Rescue THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
y ACCORDANCE WITH THE POLICY PROVISIONS.
465 Siskiyou Boulevard
Ashland, OR 97520
AUT}IORI2E0 REPRESENTATIVE
`i4.c~utnn.t' £ Yd~
ACORD 25 (2016103) C 1986-2015 ACORD CORPORATION, All rights reserved.
The ACORD name and logo are registered marks of ACORD
PUBLIC PROCUREMENT AUTHORITY
SOFTWARE SOLUTIONS FOR GOVERNMENT SERVICES
Solicitation Synopsis
Solicitation No. 1620
Intent
The Public Procurement Authority (PPA) served as Lead Agency to solicit proposals for
SOFTWARE SOLUTIONS FOR GOVERNMENT SERVICES. PPA works in cooperation with
National Purchasing Partners "NPP" and its Government Division dba NPPGov, dba
FireRescue GPO and dba Law Enforcement GPO (collectively hereinafter "NPPGov"), to
service the PPA and NPPGov membership. The published Request for Proposal (RFP)
contained provisions that permitted all members of PPA and NPPGov throughout the
nation to "piggy-back" off the resulting Master Price Agreement.
Determination for issuing RFP vs. Sealed Bid
PPA has determined that it is advantageous for PPA to procure SOFTWARE SOLUTIONS
FOR GOVERNMENT SERVICES using the competitive RFP process rather than sealed
bidding. Sealed bidding limits evaluation of offers solely to compliance with the
requirements, provides no opportunity to compare the product and service offerings
among the vendors, prohibits revision of the offers, and uses price as the predominate
deciding factor. Such limitations prevent PPA from awarding the most advantageous
contract(s) for PPA and its members.
Procedure
PPA issued an RFP (1620) on October 26, 2016.
The RFP was published in the Daily Journal of Commerce on October 26, 2016.
The RFP was published in USA Today on November 2, 2016.
The RFP closed on December 12, 2016.
The RFP was awarded on April 27, 2017.
The RFP was posted to the following web sites: www.nppgov.com, www.ppa-or.gov, and
www.findrfp.com
The text of the published notice of solicitation is as follows:
Public Procurement
Authority (PPA)
NOTICE OF
SOLICITATION
PPA intends to enter into a
master price agreement for the
procurement of the following
products and services to PPA
members and available to all
members of the national
cooperative purchasing
program NPPGov
(www.nppgov.com):
- Firefighting Equipment
#1605
- Self-Contained
Breathing Apparatus
(SCBA) #1610
- Cloud Storage for
Government Services
#1615
- Software Solutions for
Government Services
#1620
Responses due 5:00 pm PST
December 12, 2016.
For information or a copy of the Request for Proposal contact PPA, Heidi Arnold at
855-524-4572, questions@ppa-or.gov or download at www.ppa-or.gov
PPA received proposals from the following vendors:
1. One Step Solutions
2. Visual Labs
3. C3Sym, Inc.
4. Hyland Software
5. TargetSolutions Learning
6. Deccan International
7. Building Reports
8. Mutualink
9. Celedon Partners
10. Informer Systems
11. FATPOT Technologies
A copy of the log for proposals received is attached hereto.
Proposals were evaluated by PPA based on the criteria contained in the RFP and the
following successful proposers were selected:
National:
• Building Reports
• Celedon Partners
• Deccan International
• FATPOT Technologies
• Hyland Software
• Informer Systems
• Mutualink
• TargetSolutions Learning
Evaluation
The evaluation was based on the following criteria as described in the RFP (weighted):
Component Evaluated Weight
Pricing: Product price analysis and discounts proposed including favorable pricing
for cooperative purchasing
25
Product Line (by category): Breadth, variety, quality of product line and warranties
available. 15
Marketing: The Proposer's marketing plan to promote the resulting contractual
agreement and ability to incorporate use of agreement in their sales system
throughout indicated coverage region. 15
Customer Service: Support dedicated to Lead Contracting and Participating
Agencies. Ability to conduct e-commerce and meet promised delivery timelines.
Additional services offered. 15
Coverage: Ability to provide products and services for indicated coverage region
including distribution, retail & service facilities,
coordination of manufacturer and distribution, and staff availability. 15
Note Exhibit 1 from PPW
Proven Experience & References: Proposer's success in providing products and
services in a timely manner including Past Performance Information (PPI) review.
10
Conformance: Completeness of proposal and the degree to which the Proposer
responds to the terms and all requirements of the RFP requirements and
specifications. 5
TOTAL 100
Pricing Structure
Building Reports: Proposer provided a fixed price and discount off list price
structure. See Price List Attachment in the resulting Master Price Agreement.
Celedon Partners: Proposer provided a fixed price and tiered discount structure.
See Price List Attachment in the resulting Master Price Agreement.
Deccan International: Proposer provided a fixed price and tiered discount
structure. See Price List Attachment in the resulting Master Price Agreement.
FATPOT Technologies: Proposer provided a discount off list price. See Price List
Attachment in the resulting Master Price Agreement.
Hyland Software: Proposer provided a discount off list price. See Price List
Attachment in the resulting Master Price Agreement.
Informer Systems: Proposer provided a discount off list price. See Price List
Attachment in the resulting Master Price Agreement.
Mutuallink: Proposer provided a discount off list price. See Price List Attachment
in the resulting Master Price Agreement.
TargetSolutions Learning: Proposer provided a fixed price and tiered discount
structure. See Price List Attachment in the resulting Master Price Agreement.
Additional Information
National Purchasing Partners Bruce Busch, Senior VP and Legal Counsel
1100 Olive Way bruce.busch@mynpp.com
Suite #1020 (206) 494-4556
Seattle, WA 98101 www.nppgov.com
AFFIDAVIT OF MAILING
STATE OF Oregon )
) ss.
COUNTY OF Washington )
I, Kim Brown, being first duly sworn on oath, depose and state that I am an Assistant Contract M nager for Public Procurement
Authority, a government entity performing public procurement functions. On this.C25 of 2016,1 caused to be
deposited in the United States mail at Wilsonville, Washington County, Oregon, with first class postage prepaid, one each copy of
the attached NOTICE OF SOLICITATION for the MASTER AGREEMENT FOR SOFTWARE SOLUTIONS FOR GOVERNMENT
SERVICES to the following addresses;
Action Training Systems Deccan International ESRI
1040 NE Hostmark St 5935 Cornerstone Ct. West Brian Lantz
Ste 100 Ste 230 8615 Westwood Center Drive
Poulsbo, WA 98370-7337 San Diego, CA 92121 Vienna, VA 22182
BEC Technologies, Inc. Digitech Computer ESRI
Liza Hutton 480 Bedford Road Ivan Konermann
3301 Matrix Drive Building 600 2nd Floor 3325 Spdngbank Lane Ste 200
Suite 200 Chappaqua, NY 10514 Charlotte, NC 28226-3343
Richardson, TX 75082
Bluetracs DLT Solutions LLC Fatpot
Dan Abert Brad Marshall Becky Ward
4900 Ritter Rd. 2411 Dulles Corner Park 655 Medical Drive
Suite 1000 Suite 800 Ste 100
Mechanicsburg, PA 17055 Hemdon, VA 20171 Bountiful, UT 84010
Building Reports En Pointe Technologies FDM Software, Ltd.
1325 Satellite Boulevard Dale Phelps 949 West 3`d Street
Suite 1607 1940 E. Mariposa Ave Ste 113
Suwanee, GA 30024 El Segundo, CA 90245 North Vancouver, BC V7P3P7
Canada
Callback Staffing Solutions ESO Solutions FIREHOUSE Software
#211 9020 N Capital of Texas Hwy 2900100 St.
1867 Williams Hwy
Ste
Grants Pass, OR 97527 - 2-300 Suite 309
Austin, TX 78759 Urbandale, IA 50322
Coelo Company of Design ECM2 First In by Westnet
Douglas Bally 1008 Corporate Lane 15542 Chemical Lane
PO Box 2292 Export, PA 15362 Huntington Beach, CA 92649
Corvallis, OR 97339
COMPU-DATA International, LLC Emergency Reporting Hiperweb
Carlos Gutierrez 851 Coho Way Kelly Ball
2203 Timberloch Place Ste 307 3855 Shallowford Rd
Suite 100 Bellingham, WA 98225 Ste 325
The Woodlands, TX 77380 Marietta, GA 30062
Data911 Computer Systems emsCharts Hyland Software
2021 Challenger Drive 125 Warrendale Bayne Road Lisa McNeeley
Alameda, CA 94501 Suite 100 28500 Clemens Road
Warrendale, PA 15086 Westlake, OH 44146
IamResponding Moderas Schedule Express
Daniel Seidberg Chris Thompson Mark Musick
PO Box 93 7 Kalmia Drive 560 South Winchester Blvd
Dewitt, NY 13214 Glenville, NY 12302 Suite 500
San Jose, CA 95128
One Step Softmart
Imagetrend Inc 171 Weld Street Jan Hadler
Trisha Moline PO Box 1124 450 Acorn Lane
20855 Kensington Blvd. Parksville, BC V9P2H2 Downington, PA 19335
Lakeville, MN 55044 Canada
OnScene Technologies, Inc. Spidr Tech
Kronos Erik Endress Rahul Sidhu
50 Corporate Park 19 Spear Road 1407 Broadway
Irvine, CA 92606-5105 Suite 310 24th Floor
Ramsey, NJ 07446 New York, NY 10018
Lexipol Opportunity Space Spillman Technologies Inc
Dennis Lata Alexander Kapur Cathy Thompson
6B Liberty 21 Drydock Avenue 4625 Lake Park Blvd.
Suite 200 6'h Floor Salt Lake City, LIT 84120
Aliso Viejo, CA 92656 Boston, MA 02210
LiveStories Penton Media
EA Weymuller Michael Keating StreetWise CADlink
1904 3`d Ave 6190 Powers Ferry Rd., NW 249 Normandy Road
Suite 100 Suite 320 Mooresville, NC 28117
Seattle, WA 98101 Atlanta, GA 30339
McKesson Business Performance Penton Public Infrastructure Sunflower Systems
Services Matt Welty Robert Kaehler
5995 Windward Parkway 9160 Powers Ferry NW 2420 Camino Ramon
Alpharetta, GA 30005 Suite 320 Suite 130
Atlanta, GA 30339 San Ramon, CA 94583
MedaPoint Power DMS Tableau
Scott Streicher Tim Gunther 837 North 34`h Street
3005 South Lamar Blvd 101 S. Garland Ave Suite 200
Suite D109-136 Ste 300 Seattle, WA 98103
Austin, TX 78704 Orlando, FL 32801
Medlc-CE.com, LLC SaiTech Inc Target Solutions
Phil Coons
PO Box 540141 10411 Suite Motor City Drive 10805 Rancho Bernado Road
Houston, TX 77254 Bethesda, MD 20817 Suite 200 670 San Diego, CA 92127
MobileEyes Salamander Technologies Tyler Technologies
PO Box 3395 122 W State St 840 W. Long Lake Rd
Peachtree City, GA 30269 Traverse City, MI 49684 Troy, MI 48098
Incident Response Technologies,
Inc.
Kacy Greene
5445 DTC Parkway, Penthouse 4
Greenwood Village, CO 80111
Ki r n
SUBSCRIBED AND SWORN TO before me this day of 2016 by
Kim Brown.
OFFICIAL STAMP
PAMELA J MUNSTERMAN
` NOTARY PUBLIC-OREGON
COMMISSION NO. 928669
MY COMMISSION EXPIRES MAY 26, 2018
NOTARY PUBLIC in the tate`o~jOreg~n
Residing at 1 sic
My commission expires: - f~
AFFIDAVIT OF PUBLICATION
OFFICIAL,
921 S.W. Washington St. Suite 210 / Portland, OR 97205-2810
(503) 226-1311
STATE OF OREGON, COUNTY OF MULTNOMAH--ss.
I, Michelle Ropp , being first duly swom, depose and say that I am a Principal Clerk of the Daily Journal of Commerce , a
newspaper of general circulation in the counties of CLACKAMAS, MULTNOMAH, and WASHINGTON as defined by ORS
193.010 and 193.020; published at Portland in the aforesaid County and State; that I know from my personal knowledge that
the Goods and Services notice described as
Case Number: NOT PROVIDED
PRODUCTS AND SERVICES
Public Procurement Authority (Ppa); Bid Location Portland, OR, Multnomah County; Due 12/12/2016 at
05:00 PM
a printed copy of which is hereto annexed, was published in the entire issue of said newspaper for 1 time(s) in the following
issues:
10/26/2016
PUBLIC PROCUREMENT
AUTHORITY (PPA)
State of Oregon PRODUCTS AND SERVICES
Responses due 5:00pm,
County of Multnomah December 12, 2016
NOTICE OF SOLICITATION
PPA intends to enter Into a master
SIGNED OR ATTESTED BEFORE ME price agreement for the procurement of
the following products and services to
ON THE 20th DAY OF June, 2017 PPA members and available to all
members of the national cooperative
purchasing program National Purchasing
Partners, LLC ("NPPGov).
Firefighting Equipment 41605
Self-Contained Breathing Apparatus
(SCBA) #1610
Michelle op Cloud Storage for Government
Services #1615
Software Solutions for Government
Services 41620
Responses due 5:00 pm
December 12, 2016
For information or a copy of the Req-
Notary Public-State of Oregon uest for Proposal contact PPA, Heidi
Arnold at 855-5244572, questions®pp
a-orgov or download at:www.ppa-or.gov
Published Oct. 26, 2016. 11196171
OFFICIAL STAMP
i SELAH MICHELE FARMER
NOTARY PUBLIC - OREGON
COMMISSION NO. 959961
MY COMMISSION EXPIRES FEBRUARY 27, 2021
Heidi Arnold Order No.: 11196171
Public Procurement Authority Client Reference No:
25030 SW Parkway Ave Ste 330
Wilsonville, OR 97070-9609
russell
johns
:onncainy publishers :-advertisers
November 9, 2016
To Whom It May Concern:
I am a duly authorized representative of Russell Johns Associates LLC, company handling the advertising
matters for the USA Today Marketplace, a daily newspaper distributed within the US.
The ad for Public Procurement Authority was published in said newspaper on November 2, 2016..
Kim Ridgeway `
Senior Media Sales Associate
State of Florida
County of Pinellas
On this day of, I attest that the attached document is a true, exact, complete, and unaltered
tearsheet.
CAMIKA C. WINTL*
Nu ty pubic, Sale 0100110
ku. ~ 11023't
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USA TODAY LIFE 5D
WEDNESDAY, NOVEMBER 22016
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ding over crucial evidence issues Tuesday's proceedings, which hearing continues Wednesday. dealt with until another set of
Wednesday that both sides say could make a took place partly behind closed Also on Wednesday, the mart will pretrial hearings in December.
difference in whether or not that doors, concluded with O'Neill in deal with Cosb s motion to die
trial is fair, structing Cosby's lawyers to pro- miss based on the 12-year delay conainvdng marmw<nre
MARKETPLACE TODAY Toview moreClossifled listings,
visit: www,USATODAYClassifieds.com
For advertising Infourntion: 18003970070 w-russelljohnscom/uset
NOTICES ; • ; MARKETPLACE
• Region 4 Education Service Center (ESC
Public Procurement TX is requesting proposals from qualified sxa ° Aa
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Authority(PPA) and experienced Bros to provide Travel Difficulty Hearing?
Management Services (RFP No. 1612).
SOIC - Do you ask others mspeak up or mpeat themsehesr
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Procurement
j Authority
RFP PROPOSAL RECEIPT LOG
Solicitation #1620 - Software Solutions for Government Services
Due Date: December 12, 2016
Time: 5:00 pm. PST
Public Procurement Authority (PPA) has received the following responses
to the solicitation listed above.
Name Q i r IIJIrK Date & Time
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Name VI 0
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Shipping Carrier :3KA Notes
I hereby certify that the above proposals were received prior to the due date acrd ti me
listed.
Signed Witnessed by
Printed A VLtd Printed S
DateP } Z. i 210 4 Date 12
Note: PPA Staff will initial each entry and note the last response received, lining out the remaining spaces.
Public
Procurement
Authority
RFP PROPOSAL RECEIPT LOG
Solicitation #1620 -Software Solutions for Government Services
Due Date: December 12, 2016
Time: 5:00 pm. PST
Public Procurement Authority (PPA) has received the following responses
to the solicitation listed above.
Nance j5Wjd.LA-4 Date & Time
Shipping Carrier Notes
Name mjw& Lujk, Date & Time
Shipping Carrier Notes
Name i12 t i~U }'l VCLA "CTWDate & Time
Shipping Carrier Notes
Date & Time ! l "l
Name
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Shipping Carrier Uf S Notes
Name Ca~A o TitcL AA aite s Date & Time. IL?
Shipping Carrier US Notes
Nance Date & Time
Shipping Carrier Notes
I hereby certify that the above proposals were received prior to the due date and time
listed:
Signed Witnessed by
Printed Printed..
Date Date
Note: PPA Staff will initial each entry and note the last response received, lining out the remaining spaces.
PUBLIC PROCUREMENT AUTHORITY
MASTER PRICE AGREEMENT
This Master Price Agreement is effective as of the date of the last signature below (the
"Effective Date") by and between the PUBLIC PROCUREMENT AUTHORITY, an Oregon
public corporation under ORS Chapter 190 ("PPA" or "Purchaser") and TargetSolutions
Learning, LLC, a Delaware limited liability company ("Vendor").
RECITALS
WHEREAS, the Vendor is in the business of selling certain continuing education,
professional development, and training software products and services, as further described
herein; and
WHEREAS, the Vendor desires to sell and the Purchaser desires to purchase certain
products and related services all upon and subject to the terms and conditions set forth herein;
and
WHEREAS, Purchaser and Vendor desire to extend the terms of this Master Price
Agreement to benefit other qualified government members of National Purchasing Partners, LLC
dba FireRescue GPO, dba Law Enforcement GPO and dba NPPGov;
NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby agree
as follows:
ARTICLE 1- CERTAIN DEFINITIONS
1.1 "Agreement" shall mean this Master Price Agreement, including the main body
of this Agreement and Attachments A-C attached hereto. Notwithstanding the foregoing, the
parties agree that the Attachments D and F, which are Purchaser's Request for Proposal No.
1620 (herein "RFP") and Vendor's Proposal submitted in response to the RFP (herein "Vendor's
Proposal") (sometimes referred to collectively as the "Contract Documents") are attached hereto
solely for reference purposes and are not incorporated as part of the Agreement.
1.2 "Applicable Law(s)" shall mean all applicable federal, state and local laws,
statutes, ordinances, codes, rules, regulations, standards, orders and other governmental
requirements of any kind.
1.3 A "Client Agreement" means any local direct agreement, local negotiation,
and/or written agreement, in effect as of the Effective Date of this Agreement, between Vendor
and a member of Purchaser, pertaining to Products contracted under this Agreement. An
example of a Client Agreement is attached hereto as Attachment C, however, Vendor reserves
the right to make changes to the Client Agreement in its sole discretion and at any time.
1.4 "Employee Taxes" shall mean all taxes, assessments, charges and other amounts
whatsoever payable in respect of, and measured by the wages of, the Vendor's employees (or
subcontractors), as required by the Federal Social Security Act and all amendments thereto
and/or any other applicable federal, state or local law.
1.5 "Purchaser's Destination" shall mean such delivery location(s) or destination(s)
as Purchaser may prescribe from time to time.
1.6 "Products and Services" shall mean the products and/or services to be sold by
Vendor hereunder as identified and described on Attachment A hereto and incorporated herein,
as may be updated from time to time by Vendor to reflect products and/or services offered by
Vendor.
1.7 "Purchase Order" shall mean any authorized written order for Products and
Services sent by Purchaser to Vendor via mail, courier, overnight delivery service, email, fax
and/or other mode of transmission as Purchaser and Vendor may from time to time agree.
1.8 "Unemployment Insurance" shall mean the contribution required of Vendor, as an
employer, in respect of, and measured by, the wages of its employees (or subcontractors) as
required by any applicable federal, state or local unemployment insurance law or regulation.
1.9 "National Purchasing Partners" or "(NPP)" is a subsidiary of two nonprofit health
care systems. The Government Division of NPP, herein after referred to as "NPPGov", provides
group purchasing marketing and administrative support for governmental entities within the
membership. NPPGov's membership includes participating public entities across North
America.
1.10 "Lead Contracting Agency" shall mean the Public Procurement Authority, which
is the governmental entity that issued the Request for Proposal and awarded this resulting Master
Price Agreement.
1.11 "Participating Agencies" shall mean members of National Purchasing Partners for
which Vendor has agreed to extend the terms of this Master Price Agreement pursuant to Article
2.5 and Attachment B herein. For purposes of cooperative procurement, "Participating Agency"
shall be considered "Purchaser" under the terms of this agreement.
1.12 "Parties" shall mean the Purchaser and Vendor.
ARTICLE 2 - AGREEMENT TO SELL
2.1 Vendor and a member who wishes to purchase Products or Services
pursuant to this Agreement will enter into a separate Client Agreement for the purchase of such
Products and Services, all in accordance with and subject to the terms, covenants and conditions
of this Agreement. Each Client Agreement shall describe the Products to be provided by
Vendor, and shall contain pricing, payment terms, and other fees, and such other terms and
2
conditions as may be mutually agreed upon by the parties. Each Party understands that neither
Vendor nor Purchaser, or any member of Purchaser has made a commitment to purchase any
Products from Vendor until the applicable parties enter into a Client Agreement.
2.2 Vendor may also add additional products and services provided that any additions
reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be
equivalent to the percentage discount for other similar products. Vendor may provide a web-link
with current product listings, which may be updated periodically, as allowed by the terms of the
resulting Master Price Agreement. Vendor may replace or add product lines to an existing
contract if the line is replacing or supplementing products on contract, is equal or superior to the
original products offered, is discounted in a similar or to a greater degree, and if the products
meet the requirements of the solicitation. No products may be added to avoid competitive
procurement requirements. PPA may reasonably reject any additions.
2.3 All Client Agreements for the purchase of Products that are entered into during
the term (as hereinafter defined) of this Agreement are subject to the provisions of this
Agreement as though fully set forth in such Client Agreement. The Vendor retains authority to
negotiate above and beyond the terms of this agreement to meet the customer or vendor contract
requirements. In the event that the provisions of this Agreement conflict with any Client
Agreement issued by Purchaser to Vendor, the provisions of this Agreement shall govern. No
other terms and conditions shall be incorporated into this Agreement unless explicitly in writing
and signed by both parties.
2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead
Contracting Agency shall have no obligation to order or purchase any Products and Services
hereunder and its entering into a Client Agreement shall be in the sole discretion of the
Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges and
agrees that Purchaser may purchase at its sole discretion, Products and Services that are identical
or similar to the Products and Services described in this Agreement from any third party.
2.5 In case of any conflict or inconsistency between any of the Contract Documents,
the documents shall prevail and apply in the following order of priority:
(i) This Agreement; and
(ii) Attachments A-C
2.6 Extension of contract terms to Participating Agencies:
2.6.1 Vendor agrees to extend the same terms, covenants and conditions
available to Purchaser under this Agreement to Participating Agencies,
that have executed an Intergovernmental Cooperative Purchasing
Agreement ("IGA") as may be required by each Participating Agency's
local laws and regulations, in accordance with Attachment B. Each
Participating Agency will be exclusively responsible for and deal directly
with Vendor on matters relating to ordering, delivery, inspection,
acceptance, invoicing, and payment for Products and Services in
3
accordance with the terms and conditions of this Agreement as if it were
"Purchaser" hereunder. Any disputes between a Participating Agency and
Vendor will be resolved directly between them under and in accordance
with the laws of the State in which the Participating Agency exists.
Pursuant to the IGA, the Lead Contracting Agency shall not incur any
liability as a result of the access and utilization of this Agreement by other
Participating Agencies.
2.6.2 This Solicitation meets the public contracting requirements of the Lead
Contracting Agency and may not be appropriate under or meet
Participating Agencies' procurement laws. Participating Agencies are
urged to seek independent review by their legal counsel to ensure
compliance with all local and state solicitation regn.irenients.
2.6.3 Vendor agrees to negotiate in good faith and enter into a Vendor
Administration Fee Agreement with NPPGov.
2.7 Oregon Public Agencies are prohibited from use of products and services offered
under this contract that are already provided by qualified nonprofit agencies for disabled
individuals as listed on the Department of Administrative Service's Procurement List
("Procurement List") pursuant to ORS 279.835-.855. See www.OregonRehabilitation.org/qrf for
more information. Vendor shall not sell products and services identified on the Procurement List
(e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of
Oregon.
ARTICLE 3 - TERM AND TERMINATION
3.1 The initial contract term shall be for three (3) calendar years from the effective
date of this Agreement ("Initial Term"). Upon termination of the original three (3) year term, this
Agreement shall automatically extend for up to three (3) successive one (1) year periods; (each a
"Renewal Term"); provided however, following the Initial Term, the Lead Contracting Agency
and/or the Vendor may opt to decline extension of the MPA by providing notification in writing
at least sixty (60) calendar days prior to the annual automatic extension anniversary of the term.
Each Client Agreement shall be effective upon the effective date of such Client Agreement and
shall terminate or expire as set forth therein. The Initial Term together with any Renewal Term(s)
shall be referred to collectively herein as the "Term."
3.2 Either Vendor or the Lead Contracting Agency may terminate this Agreement by
written notice to the other party if the other party breaches any of its obligations hereunder and
fails to remedy the breach within thirty (30) days after receiving written notice of such breach
from the non-breaching party.
ARTICLE 4 - PRICING, INVOICES. PAYMENT AND DELIVERY
4
4.1 Purchaser shall pay Vendor for all Products and Services ordered and delivered in
compliance with the terms and conditions of this Agreement at the pricing specified for each
such Product and Service on Attachment A, including shipping. Pricing contained in Attachment
A shall be extended to all NPPGov, FireRescue GPO and Law Enforcement GPO members upon
execution of the IGA. The pricing schedule set forth on Attachment A hereto shall remain fixed
for a period of one (1) year; provided that manufacturer pricing is not guaranteed and may be
adjusted based on the next manufacturer price increase. After the one (1) year period, Vendor
shall be entitled to increase the pricing set forth in this Agreement one (1) time per calendar year
by an amount not to exceed the lesser of CPI or three percent (3%), and such new pricing shall
be reflected in the Client Agreement.
4.2 Vendor shall submit original invoices to Purchaser in form and substance and
format reasonably acceptable to Purchaser. All invoices must reference the Purchaser's Purchase
Order number or the Client Agreement, contain an itemization of amounts for Products and
Services purchased during the applicable invoice period and any other information reasonably
requested by Purchaser, and must otherwise comply with the provisions of this Agreement.
Invoices shall be addressed as directed by Purchaser.
4.3 Unless otherwise specified, Purchaser is responsible for any and all applicable
sales taxes.
4.4 Except as specifically set forth on Attachment A or in any particular Client
Agreement, Purchaser shall not be responsible for any additional costs or expenses of any nature
incurred by Vendor in connection with the Products and Services, including without limitation
travel expenses, clerical or administrative personnel, long distance telephone charges, etc.
("Incidental Expenses").
4.5 Price reductions or discount increases may be offered at any time during the
contract term and shall become effective upon notice to Purchaser.
4.6 New products that meet the scope of work maybe added to the contract
upon the parties mutual written consent. Pricing shall be equivalent to the percentage
discount for other products. Vendor may replace or add product lines to an existing
contract if the line is replacing or supplementing products on contract, is equal or
superior to the original products offered, is discounted in a similar or to a greater degree,
and if the products meet the requirements of the solicitation. No products may be added
to avoid competitive procurement requirements. I
ARTICLE 5 - INSURANCE
5.1 During the term of this Agreement, Vendor shall maintain at its own cost and
expense (and shall cause any subcontractor to maintain) insurance policies providing insurance
of the kind and in the amounts generally carried by reasonably prudent manufacturers in the
5
industry, with one or more reputable insurance companies licensed to do business in Oregon and
any other state or jurisdiction where Products and Services are sold hereunder. Such certificates
of insurance shall be made available to the Lead Contracting Agency upon 48 hours notice. BY
SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS REQUIREMENT
AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF
THIS MASTER PRICE AGREEMENT.
5.2 All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of this Agreement is satisfactorily
completed and formally accepted. Any failure to comply with the claim reporting provisions of
the insurance policies or any breach of an insurance policy warranty shall not affect coverage
afforded under the insurance policies to protect the Lead Contracting Agency. The insurance
policies may provide coverage that contains deductibles or self-insured retentions. Such
deductible and/or self-insured retentions shall not be applicable with respect to the coverage
provided to the Lead Contracting Agency under such policies. Vendor shall be solely
responsible for the deductible and/or self-insured retention and the Lead Contracting Agency, at
its option, may require Vendor to secure payment of such deductibles or self-insured retentions
by a surety bond or an irrevocable and unconditional letter of credit.
5.3 Vendor shall carry Workers' Compensation insurance to cover obligations
imposed by federal and state statutes having jurisdiction over Vendor's employees engaged in
the performance of the work or services, as well as Employer's Liability insurance. Vendor
waives all rights against the Lead Contracting Agency and its agents, officers, directors and
employees for recovery of damages to the extent these damages are covered by the Workers'
Compensation and Employer's Liability or commercial umbrella liability insurance obtained by
Vendor pursuant to this agreement.
5.4 Insurance required herein shall not be permitted to expire, be canceled, or
materially changed without thirty-days (30-days) prior written notice to the Lead Contracting
Agency.
ARTICLE 6 - INDEMNIFICATION AND HOLD HARMLESS
6.1 Vendor and Lead Contracting Agency each agree that it shall indemnify, defend
and hold harmless the other party, and its respective officials, directors, employees and agents
(collectively, the "Indemnitees"), from and against any and all damages, claims, losses,
expenses, costs, obligations and liabilities (including without limitation reasonable attorney's
fees), suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of,
(i) any breach of any covenant, representation or warranty made by the indemnifying party in
this Agreement, (ii) any failure by the indemnifying party to perform or fulfill any of its
obligations, covenants or agreements set forth in this Agreement, (iii) the negligence or
intentional misconduct of the indemnifying party, any subcontractor of indemnifying party, or
any of their respective employees or agents, (iv) any failure of indemnifying party, its
subcontractors, or their respective employees to comply with any Applicable Law, (v) any
Employee Taxes or Unemployment Insurance, or (vi) any claim alleging that the Products and
Services or any party thereof infringe any third party's U.S. patent, copyright, trademark, trade
6
secret or other intellectual property interest. Such obligation to indemnify shall not apply where
the damage, claim, loss, expense, cost, obligation or liability is due to the breach of this
Agreement by, or negligence or willful misconduct or omissions of, the Indemnitees or its
officials, directors, employees, agents or contractors. The amount and type of insurance coverage
requirements set forth herein will in no way be construed as limiting the scope of the indemnity
in this paragraph. The indemnity obligations of the Parties under this Article shall survive the
expiration or termination of this Agreement for two years
6.2 LIMITATION OF LIABILITY: EXCEPT AS IT RELATES TO
INFRINGMENT OF INTELLECTUAL PROPERTY CLAIMS, IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING
OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF
FUTURE BUSINESS OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF
CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
THE TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL DAMAGES,
INCLUDING, WITHOUT LIMITATION, DIRECT DAMAGES, SHALL NOT EXCEED THE
AVERAGE AMOUNT OF FEES PAID BY THE MEMBERS WHO PURCHASED
HEREUNDER TO VENDOR FOR THE PRECEDING TWELVE (12) MONTHS.
6.3 The same terms, conditions and pricing of this Agreement may be
extended to government members of National Purchasing Partners, LLC. In the event the
terms of this Agreement are extended to other government members, each government
member (procuring party) shall be solely responsible for the ordering of goods and
services under this Agreement. A non-procuring party shall not be liable in any fashion
for any violation by a procuring party, and the procuring party shall hold non-procuring
parties or unrelated purchasing parties harmless from any liability that may arise from
action or inaction of the procuring party.
ARTICLE 7 - WARRANTIES
Each party represents and warrants that it has full authority to enter into this Agreement and to
fully perform its obligations hereunder.
ARTICLE 8 - SUBSTITUTIONS
Except as otherwise permitted hereunder, Vendor may not make any substitutions of
Products, or any portion thereof, of any kind without the prior written consent of Purchaser.
ARTICLE 9 - COMPLIANCE WITH LAWS
7
9.1 Vendor agrees to comply with all Applicable Laws and at Vendor's expense, secure
and maintain in full force during the term of this Agreement, all licenses, permits, approvals,
authorizations, registrations and certificates, if any, required by Applicable Laws in connection
with the performance of its obligations hereunder. At Purchaser's reasonable request, Vendor
shall provide to Purchaser copies of any or all such applicable licenses, permits, approvals,
authorizations, registrations and certificates, if any.
9.2 Purchaser has taken all required governmental action to authorize its execution of
this Agreement and there is no governmental or legal impediment against Purchaser's execution
of this Agreement or performance of its obligations hereunder.
ARTICLE 10 - PUBLICITY / CONFIDENTIALITY
10.1 No news releases, public announcements, advertising materials, or confirmation of
same, concerning any part of this Agreement or any Client Agreement or Purchase Order issued
hereunder shall be issued or made without the prior written approval of the Parties. Neither Party
shall in any advertising, sales materials or in any other way use any of the names or logos of the
other Parry without the prior written approval of the other Party.Any knowledge or information
which Vendor or any of its affiliates shall have disclosed or may hereafter disclose to Purchaser,
and which in any way relates to the Products and Services covered by this Agreement shall not,
unless otherwise designated by Vendor, be deemed to be confidential or proprietary information,
and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this
Agreement.
ARTICLE 11 - RIGHT TO AUDIT
Subject to Vendor's reasonable security and confidentiality procedures, Purchaser, or any
third party retained by Purchaser, may at times mutually agreed to by Vendor and Purchaser in
writing and during normal business hours and no more than one time per contract year, audit the
books, records and accounts of Vendor to the extent that such books, records and accounts
pertain to sale of any Products and Services hereunder or otherwise relate to the performance of
this Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a
period of at least three (3) years after the date of expiration or termination of this Agreement.
The Purchaser's right to audit under this Article 12 and Purchaser's rights hereunder shall
survive the expiration or termination of this Agreement for a period of three (3) years after the
date of such expiration or termination.
ARTICLE 12 - REMEDIES
Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set
forth in this Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser
shall have all rights and remedies under applicable law, including without limitation, equitable
relief. The provisions of this Article shall survive the expiration or termination of this
Agreement.
8
ARTICLE 13 - RELATIONSHIP OF PARTIES
Vendor is an independent contractor and is not an agent, servant, employee, legal
representative, partner or joint venturer of Purchaser. Nothing herein shall be deemed or
construed as creating a joint venture or partnership between Vendor and Purchaser. Neither Party
has the power or authority to bind or commit the other.
ARTICLE 14 - NOTICES
9
All notices required or permitted to be given or made in this Agreement shall be in
writing. Such notice(s) shall be deemed to be duly given or made if delivered by hand, by
certified or registered mail or by nationally recognized overnight courier to the address specified
below:
If to Lead Contracting Agency:
Public Procurement Authority
25030 SW Parkway Ave.
Suite 330
Wilsonville OR 97070
ATTN: Heidi Arnold
If to Vendor:
TargetSolutions Learning, LLC
10805 Rancho Bernardo Rd.
Suite 200
San Diego, CA 92127
ATTN: Phil Coons
With Copy To:
Vector Solutions
4890 W. Kennedy Blvd., Ste. 300
Tampa, FL 33609
Attn: Legal Counsel
Either Party may change its notice address by giving the other Party written notice of such
change in the manner specified above.
ARTICLE 15 - FORCE MAJEURE
Except for Purchaser's obligation to pay for products and services delivered, delay in
performance or non-performance of any obligation contained herein shall be excused to the
extent such failure or non-performance is caused by force majeure. For purposes of this
Agreement, "force majeure" shall mean any cause or agency preventing performance of an
obligation which is beyond the reasonable control of either Party hereto, including without
limitation, fire, flood, sabotage, shipwreck, embargo, strike, explosion, labor trouble, accident,
riot, acts of governmental authority (including, without limitation, acts based on laws or
regulations now in existence as well as those enacted in the future), acts of nature, and delays or
failure in obtaining raw materials, supplies or transportation. A Party affected by force majeure
shall promptly provide notice to the other, explaining the nature and expected duration thereof,
and shall act diligently to remedy the interruption or delay if it is reasonably capable of being
10
remedied. In the event of a force majeure situation, deliveries or acceptance of deliveries that
have been suspended shall not be required to be made upon the resumption of performance.
ARTICLE 16 - WAIVER
No delay or failure by either Party to exercise any right, remedy or power herein shall
impair such Party's right to exercise such right, remedy or power or be construed to be a waiver
of any default or an acquiescence therein; and any single or partial exercise of any such right,
remedy or power shall not preclude any other or further exercise thereof or the exercise of any
other right, remedy or power. No waiver hereunder shall be valid unless set forth in writing
executed by the waiving Party and then only to the extent expressly set forth in such writing.
ARTICLE 17 - PARTIES BOUND; ASSIGNMENT
This Agreement shall inure to the benefit of and shall be binding upon the respective
successors and permitted assigns of the Parties hereto, but it may not be assigned in whole or in
part by either party without prior written notice by the other party.
ARTICLE 18 - SEVERABILITY
To the extent possible, each provision of this Agreement shall be interpreted in such a
manner as to be effective and valid under applicable law. If any provision of this Agreement is
declared invalid or unenforceable, by judicial determination or otherwise, such provision shall
not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement
shall be construed as if not containing the particular invalid or unenforceable provision or
provisions and the rights and obligations of the Parties shall be construed and enforced
accordingly.
ARTICLE 18 - INCORPORATION; ENTIRE AGREEMENT
19.1 All the provisions of the Attachment A-C hereto are hereby incorporated herein
and made a part of this Agreement. In the event of any apparent conflict between any provision
set forth in the main body of this Agreement and any provision set forth in the Attachments,
the provisions shall be interpreted, to the extent possible, as if they do not conflict. In the event
that such an interpretation is not possible, the provisions set forth in the main body of this
Agreement shall control.
19.2 This Agreement (including Attachments and Contract Documents hereto)
constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes
any and all prior written and oral agreements or understandings relating to such subject matter.
ARTICLE 20 - HEADINGS
Headings used in this Agreement are for convenience of reference only and shall in no
way be used to construe or limit the provisions set forth in this Agreement.
11
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ARTICLE 21- MODIFICATIONS
This Agreement may be modified or amended only in writing executed by Vendor and the
Lead Contracting Agency. The Lead Contracting Agency and each Participating Agency
contracting hereunder acknowledge and agree that any agreement entered into in connection with
any Client Agreement hereunder shall constitute a modification of this Agreement as between
the Vendor and the Participating Agency. Any modification of this Agreement as between
Vendor and any Participating Agency shall not be deemed a modification of this Agreement for
the benefit of the Lead Contracting Agency or any other Participating Agency.
ARTICLE 22 - GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the
state of Oregon or in the case of a Participating Agency's use of this agreement, the laws of the
state set forth in the applicable Client Agreement or if no such state is set forth in the Client
Agreement, the state in which the Participating Agency exists, without regard to its choice of law
provisions.
ARTICLE 23 - COUNTERPARTS
i
I
This Agreement may be executed in counterparts all of which together shall constitute
one and the same Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year last written below. j
PURCHASER:
Signature: j
Printed Name: Heidi Arnold
I
Title: Contract Manager
Public Procurement Authority
Dated: 7/10/2017
VENDOR:
Signature: Printed Name: Philip Coons
12
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ATTACHMENT A
to Master Price Agreement by and between VENDOR and PURCHASER.
PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES
Pricing will vary based on the size of the organization and the industry the
organization serves:
Fire Industry:
$109/Firefighter (list price)
NPP Pricing is between: $99/Firefighter - $75/Firefighter based on size of the department
Law Enforcement Industry:
$ 99/Officer (list price)
NPP Pricing is between: $89/Officer - $49/Officer based on the size of the department
Water/Wastewater Industry:
$109/Person (list price)
NPP Pricing is between: $99/Person - $75/Person based on the size of the organization
Cities /Counties:
$59/Person (list price)
NPP Pricing is between: $49/Person - $15/Person based on the size of the organization
Pricing contained in this Attachment A shall be extended to all NPPGov members upon
execution of the Intergovernmental Agreement.
14
ATTACHMENT B
to Master Price Agreement by and between VENDOR and PURCHASER.
PARTICIPATING AGENCIES
The Lead Contracting Agency in cooperation with National Purchasing Partners
(NPPGov) entered into this Agreement on behalf of other government agencies that desire to
access this Agreement to purchase Products and Services. Vendor must work directly with any
Participating Agency concerning the placement of orders, issuance of the purchase orders,
contractual disputes, invoicing, and payment. The Lead Contracting Agency shall not be held
liable for any costs, damages, etc., incurred by any Participating Agency.
Any subsequent contract entered into between Vendor and any Participating Agency shall
be construed to be in accordance with and governed by the laws of the state in which the
Participating Agency exists or as otherwise stated in the applicable Client Agreement. Each
Participating Agency is required to execute an Intergovernmental Cooperative Purchasing
Agreement ("IGA"), as set forth on the NPPGov web site, www.nppEov.com. The IGA allows
the Participating Agency to purchase Products and Services from the Vendor in accordance with
each Participating Agency's legal requirements as if it were the "Purchaser" hereunder.
15
Purchase Order
Fiscal Year 2019 Page: 1 of: 1
1=C1{_~JF]IV]~~k3=PVL~C,~-=CAMP=_~iAFtM
B City of Ashland tdyol - -N b[R-PRIt =MGM MEN
I ATTN: Accoun ts Payable Purchase
L 20 E. Main 201 90®4®
Ashland, OR 97520 Order #
T Phone: 541/552-2010
O Email: payable@ashland.or.us
E S C/O Fire and Rescue Department
TARGETSOLUTIONS LEARNING LLC H
N 4890 W KENNEDY BLVD I 455 Siskiyou Blvd
D SUITE 300 P Ashland, OR 97520
O TAMPA, FL 33609 Phone: 541/482-2770
R T Fax: 541/488-5318
O
David Shepherd
06/20/2018 1678 FOB ASHLAND OR/NET30 Cif Accounts Pa able
TargetSolutions Software
1 TargetSolutions - Customized Website, Administration Tools and 1 $6,315.0000 $6,315.00
Applications
License terms: 06/30/2018 - 06/29/2021
TargetSolutions Client Agreement and
Addendum to Target Solutions Client Agreement
Cooperative Procurement
Public Procurement Authority
Project Account:
Project Account:
GL SUMMARY
071200 - 601400 - I $2,805.00
- 606400 $3,510.00
By Date:
Authorize,qJ~ignature - = - $6,315.00
F® #3 CITY F
ASHLAND
t
REQUISITION Date of request:
` 9~ --Required date for delivery:
Vendor Name TargetSolutions Learning, LLC.
Address, City, State, zip 10805 Rancho Bernardo Rd, Suite 200 San Diego, CA 92127-5703
Contact Name & Telephone Number Steve Walsh 877-944-6372
Email address Steve.waish@targetsolutions.com
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization
❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached _ Attach co of council communication _(If council approval required, attach co of CC
❑ Small Procurement Cooperative Procurement
Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon
❑ Direct Award Date approved by Council: Contract #
El Verbal/Written quote(s) or proposal(s) -(Attach copy of council communication) ❑ State of Washington
Intermediate Procurement ❑ Sole Source Contract k
GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) Other government agency contract
$5,000 to $100,000 ❑ Written quote or proposal attached Agency Public Procurement Authority
❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract # PS17002
PERSONAL SERVICES El Special Procurement Intergovernmental Agreement
$5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency
❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council:
❑ (3) Written proposals/written solicitation Date approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Date - (Attach copy of council communication)
Description of SERVICES Total Cost
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
TOTAL COST
® Per attached quotelproposal $
Project Number _ _ _ _ _ _ ° _ _ _ Account Numbers 7? • ~C? °ll 1
Account Number _ _ _ _ _ _ _ _ _ _ Account Number
*Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases:
a
I T irector Date Support -Yes /No
By signing this requisite n orm, l rtify that t e/Ci 's public contracting requirements have been satisfied
Employee: Department Head:
,
(Equal to or g'r ater than $5,000)
Department Manager/Supervisor: City Administrator:
(Eq to or grea er than $25,000)
Funds appropriated for current fiscal yea YES / NO f -1-7- ~-o
finance Direr or- (Equal to or greater than $5,000) Date
Comments:
Form #3 - Requisition