HomeMy WebLinkAboutVectorSolutions TargetSolutions Learning LLC Agreement Schedule A - 3-1-24 DocuSign Envelope ID:5AAFC326-7867-4FBE-8355-FB56C9131ABA
Quote ID
Q-289527
Y Vector5olutions-
Contact Name
Jackelin Maguire
TargetSolutions Learning, LLC Agreement
Schedule A
Date:Thursday,September 21,2023
Client Information
Client Name:Fresno Fire Deparlment
Address:
911 H St
Fresno,CA 93702
Primary Contact Name: Primary Contact Phone:
Christy Cronin 559-621-4009
An roe ment Term
Effective Date:03/01/2024 Initial Term:12 months
Invoieln g Contact lnformation Please ti11 in missing information
Billing Contact Name:Accounts Payable
Billing Address: Billing Phone:559-760-3879
911 H St
Fresno,California 93702 Billing Email:
fire.finance@fresno.gov
PO#: Billing Frequency: Payment Terms:
Annual Net 30
Annual Feels)
Product Code Product Description Minimum Annual
Commitment i Price Sub Total �
Vector LMS, Training management for
TSPREMIER TargetSolutions Edition public entities and 430 $80.00 $34,400.00
Premier Membership professionals
Vector LMS, Annual maintenance of
TSMAINTFEES TargetSolutions Edition- Vector LMS, 1 $395.00 $395.00
Maintenance Fee TargetSolutions Edition
Vector LMS,
TSLEARN TargetSolutions Edition- CSAC Administrator 2 $49.00 $98.00
Learning Management
Package
TSCRPRO Vector Scheduling-Pro Vector Scheduling-Pro 432 1 $72.00 Vector Evaluations+for 531.104.00
TSEVAL Vector Evaluations+ web and mobile 50 $23,00 $1,150.00
Annual Total $67.147.00
One-Time Feels)__ Price Sub Total
Product Code Product Description Qty
For payment of Vector
CTU Contract True-Up Evaluations+ from 1 (-$530.45) (-S530A5)
Adjustment 03/01/2024-09/30/2024(6
months)
One-Time Total: (-$530.45)
Grand Total(including Annual and One-Time): $66,616.55
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Additional Terms and Conditions.
The followincz are in addition to the Client A reement General Terms and Conditions.
1. Additional Named Users added after the Effective Date will be invoiced at the full per Named User fee. Such
additional Named Users shall become part of the Minimum Annual Commitment for subsequent years,on the
anniversary date of each contract year.
2. You agree to pay for the number of Named Users using or licensed to access the Services in a given contract
year. Subject to the Minimum Annual Commitment, Changes in Named User counts will be reflected in the
annual contract amount from that period forward for all Users.
3. Subject to the above Minimum Annual Commitment, annual fees for your use of the Services will be based
upon the number of Named Users in a given contract year.
4. Named Users deactivated in a given contract year will not count towards the total number of Named Users in
the year following such deactivation, unless reactivated.
5. Fees,both during the Initial Term,as well as any Renewal Terms,shall be increased by 0% per contract year.
Changes in Named User counts will be reflected in the annual contract amount from that period forward for
all Users.
6. All undisputed invoices are due and payable Net 30 days after invoice date("Due Date").Any fees unpaid for
more than 10 days past the Due Date shall bear interest at 1.5% per month or the highest applicable rate
permitted by law.
7. AUTOMATIC RENEWAL. UNLESS OTHERWISE AGREED OR WHERE PROHIBITED BY APPLICABLE
LAW OR REGULATION, UPON EXPIRATION OF THE ABOVE INITIAL TERM, THIS AGREEMENT WILL
RENEW FOR A RENEWAL TERM EQUAL TO THE INITIAL TERM AT VECTOR SOLUTIONS' THEN
CURRENT FEES, 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.
Address for Notices:
4890 W.Kennedy Blvd.,Suite 300 911 H St
Tampa,FL 33609 Fresno,CA 93702
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VECTOR SOLUTIONS PUBLIC SECTOR SOFTWARE AS A SERVICE AGREEMENT
This Vector Solutions Software as a Service Agreement (the "Agreement"), effective as of the date noted in the attached
Schedule A(the"Effective Date"), is by and between TargetSolutions Learning, LLC, d/b/a Vector Solutions, ("We/Us"")a
Delaware limited liability company, and the undersigned customer("You/Your"), (each a "Party" or"Parties)and governs the
purchase and ongoing use of the Services described in this Agreement.
GENERAL TERMS AND CONDITIONS
1, SERVICES. We shall provide the following Software as a Service("Services"):
1.1.Access and Use. We grant You a non-exclusive, non-transferable revocable authorization to remotely
access and use the software as a service offering identified in Schedule A (the "Services") and, unless
prohibited by law, We will provide access to any persons You designate for use as described in these terms
and conditions. For clarification,We authorize access and use on a"one user per one authorization basis"and
once granted,You are not allowed to transfer authorizations to other users.Your ability to use the Services may
be affected by minimum system requirements or other factors,such as Your Internet connection.
1.2.Availability.We will use commercially reasonable efforts to provide access to and use of the Services 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 our control.
1.3.Help Desk. We will assist You as needed on issues relating to usage via e-mail,and a toll-free Help Desk
five (5) days per week, at scheduled hours, currently 8:00am to 6:00 pm Eastern Time, Monday-Friday or
https-J/suj)oort.vectorsolutig.gs.com/s/contactsupoort
1.4. Upgrades and Updates.We reserve the right,in our discretion,to make updates or upgrades to the Services
that are necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Services; (ii) the
competitive strength of or market for the Services;or(ill)the Services'cost efficiency or performance; or(b)to
comply with applicable law_ For no additional charge, You will receive access to any general upgrades and
updates to the Services which We make generally available to our other customers. All updates and upgrades
to the Services are subject to these terms and conditions.
i.5. Additional Services. From time to time,the Parties may decide in their discretion to add additional Services,
subject to the Parties' execution of one or more change forms which shall be substantially in the form of the
Schedule A and shall incorporate these terms and conditions by reference. Each individual Schedule A shall
have its own service term.
2.YOUR RESPONSIBILITIES AND USE RESTRICTIONS.
2.1.Compliance. You shall be responsible for all Users' compliance with this Agreement and shall use
commercially reasonable efforts to prevent unauthorized access to or use of the Services. You shall comply
with all applicable laws, standards, and regulations and will not use the Services in a manner not specified or
permitted by Us.
2.2.Identify Named Users. A"Named User"is defined as Your employees,consultants,contractors, and agents
You authorize to access and use the Services You are purchasing during each contract year('Term") of the
Agreement.
2.2.1 You will be responsible for the following:(a)cause each of Your Named Users to complete a unique
profile if not created by Vector Solutions on their behalf; and (b)timely maintain a user database by
adding a unique profile for each new Named User. Due to licensing and data retention requirements,
Named Users may not be removed from our system unless required by law.You will be responsible for
identifying Named Users from time to time during the Term of this Agreement through available system
capabilities.
2.3.Future Functionality. You agree that Your purchases are not contingent on Our delivery of any future
functionality or features.You are not relying on any comments regarding future functionality or features.
3. FEES AND PAYMENTS.
3.1.Fees and Payment. You will pay for the Services in accordance with the payment terms,frequency, and
fee schedule in Schedule A attached to this Agreement.All fees collected by Us under this Agreement are fully
earned when due and nonrefundable when paid,except if You terminate this Agreement for cause as described
in Section 5.2.
3.2. Due Date.All fees due under this Agreement must be paid in United States Dollars or Canadian Dollars or
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as specified in Schedule A as applicable to Your location. We will invoice You in advance and all undisputed
invoices
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are due and payable on the due date specified in Schedule A.
3.3.Suspension of Service_. If You do not make an undisputed payment on time,We may suspend Your or Your
Named Users' access to the Services without further notice until all overdue payments are paid in full. Our
suspension of Your use of the Services or termination of the Agreement for Your violation of the terms of this
Agreement will not change Your obligation to pay any and all payments due for the applicable Term.
3.3.1 We may also suspend,terminate,or otherwise deny Your access or any Named User's access to
or use of all or any part of the Services,without incurring any liability to You, if:(a)We receive a
judicial or other governmental demand or order,subpoena,or law enforcement request that expressly
or by reasonable implication requires Us to do so;or(b)We believe,in good faith and reasonable
discretion,that:
(i)You or any Named User,have failed to comply with any term of this Agreement,oraccessed or used the
Services beyond the scope of the rights granted,or for a purpose not authorized under this Agreement;or
(ii)Your use of the Services causes a direct or indirect threat to our network function or integrity,or to Our
other customers'ability to access and use the Services;or(iii)You or any Named User, are or have been
involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the
Services;or(iv)this Agreement expires or is terminated.This Section 3.3 does not limit any of Our other
rights or remedies under this Agreement.
3.4.Taxes. All fees under this Agreement exclude all sales, use, value-added taxes, and other taxes and
government charges, whether Federal, State, or foreign, and You will be responsible for payment of all such
taxes(other than taxes based on our income),fees,duties,and charges,and any related penalties and interest,
arising from the payment of any and all fees under this Agreement including the access to or performance of the
Services hereunder. If We have a legal obligation to pay or coil act taxes for which You are responsible under the
Agreement, then We will invoice,and You will pay the appropriate amount unless You claim tax exempt status
for amounts due under this Agreement and provide Us with a valid tax exemption certificate(authorized by the
applicable governmental authority)promptly upon execution of this Agreement. if any taxes shall be required
by law to be deducted or withheld from any fee payable hereunder by You to Us, You shall,after making the
required deduction or withholding, increase such fee payable as may be necessary to ensure that We shall
receive an amount equal to the fee We would have received had no such deduction or withholding been made.
4. INTELLECTUAL PROPERTY RIGHTS.
4.1.We alone(and our licensors,where applicable)shall own all rights,title,and interest in and to our software,
website and technology,the course content(if any),and the Services We provide,including all documentation
associated with the Services. If You provide any suggestions, ideas, enhancement requests, feedback,
recommendations,or other information provided by You(collectively'Feedback'),We may use such Feedback
to improve the Services without charge,royalties,or other obligation to You,and Our use of Your Feedback does
not give You any property rights to the Services.
The Vector Solutions name and logo are trademarks of Vector Solutions,and no right or license is granted to You
to use them.You shall own all rights,title,and interest in and to Your added software,Your content,and information
collected from Your content pages("Your Data").You shall have no rights in or to any other data collected that is
not affiliated with You.Your content,email addresses,and personal information of Your Named Users or Your EHS
Active Employees You entered into the database,or any of Your customers or users is Your sole property. We will
not,at any time, redistribute,share,or sell any of Your email addresses,email server domain names,customer
names,or personal information.Course content that You purchase from third-party course providers and access
through our LMS will require the sharing of certain user information with Us in order for Us to properly track and
report usage.
4.2.You recognize that We regard the software We have developed to deliver the Services as our proprietary
information and as confidential trade secrets of great value. You agree not to provide or to otherwise make
available in any form the software or Services,or any portion thereof,to any person other than Your Named Users
without our prior written consent. You further agree to treat the Services with at least the same degree of care
with which You treat Your own confidential information and in no event with less care than is reasonably required
to protect the confidentiality of the Services.
4.2.1 Except as otherwise agreed in writing or to the extent necessary for You to use the Services in
accordance with this Agreement, You are not allowed to:(a)copy the course content in whole or in part;
(b)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;(c)embed the course content into
other products;
(d) use any of our trademarks, service marks, domain names, logos, or other identifiers or any of our
third party suppliers;(a)reverse engineer,decompiie,disassemble,or access the source code of any of
our Services or software,(f)use the software or Services for any purpose that is unlawful;(g) alter or
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tamper with the Services and/or associated documentation in any way;(h)attempt to defeat any security
measures that We may take to protect the confidentiality and proprietary nature of the Services;(i)remove,
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obscure,conceal,or alter any marking or notice of proprietary rights that may appear on or in the Services
and/or associated documentation;or 0)except as permitted by this Agreement,knowingly allow any
individual or entity under Your control to access Services without authorization under this Agreement for
such access.
4.3.We acknowtedge that You alone shall own all rights,title,and interest in and to Your name,trademarks,or
logos, and this Agreement does not give Us any rights of ownership to the same. If You do not consent to Our
use of Your name or logo, You may withdraw Your consent at any time by notifying
Us at
loaousagg@7 ectorsolutions.com.
5. TERM,TERMINATION,AND NOTICE.
5.1. Term.The term of this Agreement will start on the Effective Date,and will remain in full force and effect for the initial
term (the"Initial Term") indicated in Schedule A. Upon expiration or early termination of this Agreement by either
Party as described below in Section 5.2(Termination for Cause)orfor any reason,You shall immediately discontinue
all use of the Services and documentation,and You acknowledge that We will terminate Your ability to access the
Services. Notwithstanding,access to the Services may remain active for thirty(30)days solely for purpose of our
record keeping(the"Expiration Period'). If You continue to access or use the Services following the Expiration Period,
then Your continued use will renew the Agreement under the same terms and conditions,subject to any annual price
adjustments.
5.2. Termination for Cause. Either Party may terminate this Agreement, effective upon written notice to the other Party
(the"Defaulting Party'),if the Defaulting Party materially breaches this Agreement, and that breach is incapable of
cure,or with respect to a material breach capable of cure,and the Defaulting Party does not cure the breach within
thirty(30)days after receipt of written notice of the breach.If You terminate this Agreement due to Our material breach,
then We will return an amount equal to the pro-rated fees already paid for the balance of the term as of the date of
termination as Your only remedy.
5.3. Notice. All required notices by either Party shall be given by email, personal delivery(including reputable courier
service), fees prepaid, or by sending the notice by registered or certified mail return receipt requested, postage
prepaid,and addressed as set forth in Schedule A. Such notices shall be deemed to have been given and delivered
upon receipt or attempted delivery(if receipt is refused),as the case may be,and the date of receipt Identified by the
applicable postal service on any return receipt card shall be conclusive evidence of receipt. Notices and other
communications sent by e-mail shall be deemed received upon the sender's receipt of an acknowledgment from the
recipient (such as by the "return receipt requested" function, as available, return e-mail or other written
acknowledgment). Either Party, by written notice to the other as described above, may alter its address for written
notices.
6. MUTUAL WARRANTIES AND DISCLAIMER.
6A._Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:(a)it
is duty organized,validly existing, and in good standing as a corporation or other entity under the Laws of the
jurisdiction of its incorporation or other organization;(b)it has the full right, power, and authority to enter into
and perform its obiigations and grant the rights,licenses,consents,and authorizations it grants or is required to
grant under this Agreement;(c) the acceptance of this Agreement has been duly authorized by all necessary
corporate or organizational action ; and(d) when executed and delivered by both Parties,this Agreement will
constitute the legal,valid, and binding obligation of each Party, enforceable against each Party in accordance
with its terms.
6.2.Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
WARRANTIES OFANY 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.WE DO NOT WARRANT THAT THE USE OF THE
SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE SERVICES AND ASSOCIATED
DOCUMENTATION ARE PROVIDED "AS IS,- AND WE PROVIDE NO OTHER EXPRESS, IMPLIED,
STATUTORY, OR OTHER WARRANTIES REGARDING THE SERVICES OR ASSOCIATED
DOCUMENTATION.
6.3.Disclaimer of Third-Party Content. If You upload third-parry content to our platform or Services,the third-
party content providers are responsible for ensuring their content is accurate and compliant with national and
intemational laws. We are not and shall not be held responsible or liable for any third-party content You provide
or Your use of that third-party content. THERE IS NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR
STATUTORY, REGARDING THIRD PARTY CONTENT ACCESSIBLE THROUGH THE SERVICES.
6.4. None of our employees, marketing partners,resellers,or agents are authorized to make any warranty other
than the Warranties stated in this Agreement. The provisions in any specification, brochure, or chart are
descriptive only and are not warranties.
7. LIMITATION OF LIABILITY.EXCEPT FOR CLAIMS RELATED TO VIOLATION OF INTELLECTUAL PROPERTY RIGHTS,
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GROSS NEGLIGENCE, FRAUD, OR WILFULL MISCONDUCT, (A)IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY,ANY AFFILIATE,THIRD-PARTY,OR YOUR USERS,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)IF YOU HAVE
ANY BASIS FOR RECOVERING DAMAGES(INCLUDING FOR BREACH OF THIS AGREEMENT),YOU AGREE THAT YOUR
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EXCLUSIVE REMEDY WILL BE TO RECOVER DIRECT DAMAGES FROM US, UP TO AN AMOUNT EQUAL TO TWO TIMES
(2X)THE TOTAL FEES ALREADY PAID TO US FOR THE PRECEDING TWELVE(12)MONTHS.
7.1.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,WHATEVER THE LEGAL BASIS FOR THE CLAIM,
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU,ANY AFFILIATE, ANY THIRD PARTY OR YOUR USERS
FOR ANY CLAIM, CAUSE OF ACTION, DEMAND, LIABILITY, DAMAGES, AWARDS, FINES, OR OTHERWISE, ARISING
OUT OF OR RELATING TO PERSONAL INJURY, DEATH, OR OTHER HARM CAUSED FROM USE OF OR RELIANCE ON
THE CONTENT OF THE COURSES OR SERVICES.YOU, YOUR AFFILIATES, EMPLOYEES, CONTRACTORS,AGENTS,
USERS,AND REPRESENTATIVES RELY ON THE CONTENT OF THE COURSES AND SERVICES AT YOUR OWN RISK.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES SO,
SOLELY TO THE EXTENT SUCH LAW APPLIES TO YOU,THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY
TO YOU.
8.OBLIGATIONS OF BOTH PARTIES.
8.1. Our Obligation to You.Subject to limitation of liability,to the furthest extent allowed by law,We shall defend,
indemnify and hold harmless You from and against any and all direct and indirect claims, losses, liabilities,
damages,casts and expenses(including lasses and costs incurred by You and any reasonable attorney's fees
and costs) which arise from Our gross negligence or willful misconduct; a breach of Our confidentiality
(information not of public record)obligations arising from Our negligence or willful misconduct,or Our Violation
of a law applicable to Our performance under the contract.You must notify Us promptly in writing of the claim
and give Us control over its defense or settlement with Your approval,reasonable approval will not be withheld.
You agree to provide Us with reasonable assistance,cooperation,and information in defending the claim at Our
expense. We will defend, indemnify, and hold harmless You from third-party claims that the software and/or
documentation infringes an intellectual property.
If We subcontract all or any portion of the services to be performed under this Agreement.We will require each
subcontractor to Indemnify,hold harmless and defend you and your officers,officials,employees,agents and
volunteers in accordance with this paragraph.
Under no circumstance,shall We be required to defend,indemnify and hold harmless You,as required under the
provisions herein,for your own negligence, breach of this Agreement,or willful misconduct.
This section shall survive termination or expiration of this Agreement.
8.2.Your Obligation to Us. To the extent not prohibited by applicable law, You shall indemnify and hold Us
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 any document, courses, or intellectual
property You provide or upload to our platform infringes or violates any intellectual property right of any person.
9. CONFIDENTIALITY.
9.1. Each Party may from time to time disclose to the other Party"Confidential Information"which shall mean
and include the Services (including without limitation all courses accessed through the Services), all
documentation associated with the Services,software code(include source and object code),marketing plans,
technical information, product development plans, research, trade secrets, know-how, ideas, designs,
drawings,specifications,techniques, programs, systems,and processes.
9.2.Confidential Information does not include: (a) information generally available to or known to the public
through no fault of the receiving Party;(b)information known to the recipient prior to the Effective Date of the
Agreement; (c) information independently developed by the recipient outside the scope of this Agreement and
without the use of or rellance on the disclosing Party's Confidential Information; or (d) information lawfully
disclosed by a third party.The obligations set forth in this Section shall survive termination of this Agreement.
9.3. Each Party agrees that it shall not disclose the Confidential Information of the other to any third party without
the express written consent of the other Party, that it shall take reasonable measures to prevent any
unauthorized disclosure by its employees, agents,contractors or consultants,that it shall not make use of any
such Confidential information other than for performance of this Agreement, and that it shall use at least the
same degree of care to avoid disclosure of Confidential Information as it uses with respect to its own Confidential
Information.
9.4.The confidentiality obligations imposed by this Agreement shall not apply to information required to
be disclosed by compulsory judicial or administrative process or by law or regulation,provided that the receiving
Party shall(if permitted) notify the disclosing Party of the required disclosure, shall use reasonable measures
to protect the confidentiality of the Confidential Information disclosed,and shall only disclose as much Confidential
Information as is required to be disclosed by the judicial or administrative process, law,or regulation.
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10.MISCELLANEOUS.
10.1. Assignment. Neither Party may freely assign or transfer any or all of its rights without the other Parry's
consent,except to an affiliate,or in connection with a merger,acquisition,corporate reorganization,or sale pf all or
substantially all of its assets,provided however You shall not assign this Agreement to our direct competitors.
10.2. Governing Law. This Agreement shall be governed by,and enforced in accordance with,the laws
of the state ofCalifomia,except where Customer is a public entity or institution in which case the applicable state,
provincial, or tribal law where You are located shall govern, in either case without regard to the state's or local
laws conflicts of laws provisions. If You are purchasing goods under this Agreement,the Parties agree that the
United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention
on the Limitation Period in the International Sale of Goods shall not apply to this Agreement. EACH PARTY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY ACTION ARISING HEREUNDER.
10.3. Export Regulations.All Content and Services and technical data delivered underthis Agreement are
subject to applicable US and Canadian laws and may be subject to export and import regulations in other
countries. Both Parties agree to comply strictly with all such laws and regulations and You acknowledge that
You are responsible for obtaining such licenses to export,re-export,or import as may be required after delivery.
10.4. Force Maieure.In no event will either Party be liable or responsible to the other Party or be deemed
to have defaulted under or breached this Agreement,for any failure or delay in fulfilling or performing any term
of this Agreement,(except for any obligations to make payments)when and to the extent such failure or delay
in performing is due to, or arising out of, any circumstances beyond such Party's control(a"Force Majeure
Event"), 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, regulations, or shutdown,
national or regional shortage of adequate power or telecommunications,or other restraints.
105, No Waiver. No waiver,amendment or modification of this Agreement shall be effective unless in
writing and signed by the Parties.
10.6. 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.
10.7. Survival. All provisions of this Agreement (including without limitation those pertaining to
confidential information, intellectual property ownership, and limitations of liability) that would reasonably be
expected to survive expiration or early termination of this Agreement will do so.
10.8. No Third-Party Beneficiaries. The Parties do not intend to confer any right or remedy on any third
party under this Agreement.
10.9. Purchase Orders. You may issue a purchase order if required by Your company or entity and
failure to do so does not cancel any obligation You have to Us. If You do issue a purchase order, it will be for
Your convenience only.You agree that the terms and conditions of this Agreement shall control.Any terms or
conditions included in a purchase order or similar document You issue that conflict with the terms and conditions
of this Agreement will not apply to or govern the transaction resulting from Your purchase order.
10.10. Data Process ino Agreement. If applicable,the parties shall negotiate in good faith and enter into any
further data processing or transfer agreement, including any standard contractual clauses for transfers of data
outside of the country where the personal data originates, as may be required to comply with applicable laws,
rules and regulations regarding the collection,storage,transfer,use,retention and other processing of personal
data.
10.11. Entire Agreement. This Agreement and Schedule A represent the entire understanding and
agreement between the Parties, and supersedes all other negotiations, proposals, understandings, and
representations(written or oral)made by and between You and Us.You acknowledge and agree that the terms
of this Agreement are incorporated in,and are a part of,each purchase order,change order,or Schedule related
to our provision of Services.This Agreement prevails over any additional orconflicting terms or conditions in any
Customer purchase orders,online procurement terms,or other non-negotiated forms relating to the Services or
this Agreement hereto even if dated later than the effective date of this Agreement.
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SPECIAL TERMS AND CONDITIONS
CALIFORNIA CONSUMER PRIVACY ACT
If We will be processing personal information subject to the California Consumer Privacy Act,sections 1798.100 to 1798.199,
Cal.Civ.Code(2018)as may be amended as well as all regulations promulgated thereunder from time to time("CCPA"),on
Your behalf in the course of the performance of the Services, then the terms 'California consumer," "business purpose,"
"service provider,""sell"and"personal information"shall carry the meanings set forth in the CCPA.
CCPA Disclosures: To the extent the CCPA applies to our processing of any personal information pursuant to Your
instructions in relation to this Agreement,the following also apply:(a)The Parties have read and understand the provisions
and requirements of the CCPA and shall comply with them;(b)It is the intent of the Parties that the sharing or transferring of
personal information of California consumers from You to Us,during the course of our performance of this Agreement,does
not constitute selling of personal information as that term is defined in the CCPA,because You are not sharing or transferring
such data to Us for valuable consideration;(c)We will only use personal information for the specific purpose(s)of performing
the Services, including any Schedules within the direct business relationship with You.
SERVICE SPECIFIC TERMS AND CONDITIONS
A.Vector EHS Management Services
A. This Section A contains service specific terms and conditions that will apply only if You are purchasing Vector EHS
Management Services("EHS Services")in Schedule A.Otherwise,the following terms will not apply to You.
1. An "EHS Active Employee"is defined as Your employees, consultants, contractors, and agents who are contained in
the Vector EHS employee and contractor table with an active status. An employee may or may not be a Named User. For
EHS Services,You are allowed a Named User for each EHS Active Employee.
2. You will be able to activate or disable employees withaut incurring additional EHS Active Employee fees as long as the
total number of EHS Active Employees does not exceed the number of employees included in Scheduled A.
3. EHS Active Employees added after the Effective Date in Schedule A shall be billed at the full per employee fee. Such
additional EHS Active Employees shall become part of the Minimum Annual Commitment for subsequent years, on the
anniversary date of each contract year
4.You agree to pay for the number of EHS Active Employees in the EHS Services in a given contract year.
5.Subject to the Minimum Annual Commitment,if any,set forth in Schedule A,annual fees for Your use of the Services will
be based upon the actual number of EHS Active Employees in a given contract year. Employees inactivated in a given
contract year will not count towards the total number of employees in the year following such Inactivation, unless reactivated.
6. You acknowledge that certain transmissions You receive as part of the EHS Services may contain sensitive personal
information that You have provided.You understand that We do not control or own the data contained in such transmissions.
As such, You will be responsible for ensuring that the information is secured and preventing the transmission and/or
disclosure of such information to unauthorized recipient(s). In the event such information is disclosed to an unauthorized
recipients),You shall be responsible for notifying Your EHS Active Em toe 5 whose information may have been disclosed
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to the extent required by law.Both Parties Further agree to handle such data in compliancewith any applicable Federal,State,
or local laws or regulations. You shall also be responsible for any threatening, defamatory, obscene, offensive, or illegal
content or conduct of any of Your EHS Active Employees when using the Services.To the extent not prohibited by applicable
law,You shall indemnify,defend,and hold Us harmless against any claims that may arise as a result of these matters.With
respect to Your use of the EHS Services, You acknowledge that We are not a covered entity or business associate under
HIPAA.
B.Vector WorkSafe Services and Vector LiveSafe Services
This Section B.contains service specific terms and conditions that will apply only if You are purchasing Vector WorkSafe
Services or Vector LiveSafe Services(collectively"LiveSafe Services")in Schedule A.Otherwise,the following terms
will not apply to You.
1. Authorized Users. Authorized Users (interchangeably may be referred to as "Named Users" means the employees,
contractors and/or consultants under Your control who You authorized to operate the LiveSafe Services.
2.Your Responsibilities.You shall:(i)not permit any person or entity,other than designated Authorized Users,to access the
LiveSafe Services;(ii)use commercially reasonable efforts to prevent unauthorized access to or use of the LiveSafe Services,
(iii) provide prompt written notice of any unauthorized access or use; and (iv) instruct Authorized Users to comply with all
applicable terms of this Agreement.
3.Your Data.You agree that We may only use data collected, extracted or received through Your use of the Services("Your
Data")in an anonymized and aggregated manner(without specifically identifying You,Your users or Your location(s))for the
sole purpose of reporting LiveSafe Services metrics,training and education about the LiveSafe Services, and improving the
LiveSafe Services(except as may be required by law,court order,or as needed to provide the Services to You). Your Data
shall not include any information collected, extracted, or received in response to the WorkSafe Integrated Health Survey.
Within thirty(30)business days following Your written request, and not more than four(4)times per year or upon termination
of this Agreement,We will provide to You a backup copy of Your Data in Our possession.
C.Vector Evaluations+Services.
This Section C.contains service specificterms and conditions thatwill apply only if You are purchasing Vector Evaluations+
Software as a Service in Schedule A.Otherwise,the following terms will not apply to You.
1. Access and Use.We will provide You a nonexclusive, non-transferable, revocable authorization to remotely access and
use the Vector Evaluations+Software as a Service:(i)on Our application server over the Internet,(ii)transmit data related to
Your use of the Service over the Internet,and(iii)download and use the Evals+mobile device application software(referred
to collectively as "Evals+Services"). We will provide accounts for Your users on the application server for storage of data
and use of the Service.The number of Named Users,start of service, and duration,are as stated in Schedule A.
2. If Your active user accounts exceed the number of Named Users during the term of this Agreement, You agree to pay for
the additional Users,based on the per User fees in Schedule A. Adjusted fees will apply beginning on the month the number
of Named Users are exceeded and will be prorated for the remainder of the current 12-month period.You agree to pay for
the number of Users using or authorized to access the Services in a given contract year.
3. Your Content. You will be the owner of all content created and posted by You. You will also be the owner of all content
created and posted by Us on Your behalf,including but not limited to evaluation forms added to the system as part of support
services We provide.
4.Third-Party Content.You are responsible for proper licensing of,and assuming liability for,copyrighted material which You
post on Our system,or is posted on the system by Us on Your behalf. This includes but is not limited to copyright protected
evaluation forms and other materials from third parties. If You upload third-party content to Our platform, such third-party
content providers are responsible for ensuring their content is accurate and compliant with national and international laws.
5. Effect of Termination. You will have thirty(30)days after the effective date of termination or expiration of this Agreement
to export Your data using the software tools provided,orto request Your data from Us. Form data will be available as exported
comma separated variable(CSV)files and as PDF files. Uploaded data files will be available in their original format. After
the thirty(30)day period, We have no obligation to maintain or provide data and may thereafter delete or destroy all copies
of the Your data,unless legally prohibited.
D.Vector ChecklT*TM.
Customer Obligations.When purchasing Vector ChecklTTm,You will identify stations,vehicles,drug safes,and other service
speck details,as may be applicable.
E. Vector LMS and Services which include access to the Shared Resource Feature,
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If You choose to participate by uploading Your information to the shared resource sections of our website. You hereby
authorizes Us to share any intellectual property you own ("User Generated Content")that Your Users upload to the shared
resources section of our website with ourthird-party customers and users that are unrelated to you("Our Other Customers");
provided that We must provide notice to Your users during the upload process that such User Generated Content will be
shared with Our Other Customers.
F.Casino Services.
When purchasing Casino Services,in addition to the Responsibilities and Restrictions in Section 2 of the General Terms and
Conditions above,the following shall apply to You:
You must request Our written approval for third party access to the Services or content.Your request for third-party access
shall include the third party's names, company, and contact information. Upon Our request, You shall execute a written
agreement with the third party,securing for Us the rights provided in this Section, Section 4(Intellectual Property Rights),
and Special Section I(Confidentiality)prior to providing access to Our Software,Services or Content under this Agreement.
Use Restrictions.You shall not:(a)transmit or share the course content,with any persons other than authorized users(b)
provide or otherwise make available the course content in whole or in part,in any form to any person without Our prior written
consent; (c) transmit or share identification or password codes to persons other than authorized users (d) permit the
identification or password codes to be cached in proxy servers,(e)permit access by individuals who are not authorized under
this Agreement, or(f)permit access to the software through a single identification or password code being made available
to multiple users on a rework.
IN WITNESS WHEREOF,the parties have executed this Agreement at Fresno, California, on the day and year first
above written,
CITY OF FRESNO, TARGETSOLUTIONS,LLC d/b/a VECTOR SOLUTIONS
ACalifornia municipal corporation
n"b. p
By: ILE By:
Georgeanne White Jonathan Cherins
12/1812023
City Manager CEO
(If corporation or LLC.,Board Chair,Pres.or Vice
Pres.)
APPROVED AS TO FORM: B
ANDREW JANZ Y
City Attorney Scott Patrick
CFO 12/19/2023
By: �Z/ZI/- (If corporation or LLC.,CFO,Treasurer,
Christine C. Charitar Date Secretary or Assistant Secretary)
Deputy City Attorney
ATTEST:
TODD STERMER,CIVIC
City Clerk
D—Signed by:
1/30/2024
Date
Deputy
Addresses: Attention:Christy Cronin
CITY:
City of Fresno
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CONSULTANT:
Vector Solutions
Attention:Jackelin
Maguire
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Sr.Management Analyst Senior Renewal Manager
911 H Street 4890 W Kennedy Blvd
Fresno,CA 93721 Tampa,FL33609
Phone: (559)621-4009 Phone:858-683-7743
E-mail:christina.cronin@fresno.gov E-mail:Jackelin.maguire@vectorsolutions.com
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