#14-6265 (Skillsoft Corporation DBA Skillsoft Direct) - No BCC Chairman Signature AGREEMENT14-6265
for r
Online Safety Training Program
THIS AGREEMENT, made and entered into on this cc day of N V en1 r 2014, by
and between Skillsoft Corporation d/b/a Skillsoft Direct, authorized to do business in the
State of Florida, whose business address is 107 Northeastern Boulevard, Nashua, New
Hampshire 03062, (the "Vendor") and Collier County, a political subdivision of the State of
Florida, (the "County"):
WITNESSETH:
1. COMMENCEMENT. The Work shall commence after issuance of a Purchase Order.
2. CONTRACT TERM. The contract shall be for a one (1) year period, commencing upon
issuance of a Purchase Order, and terminating one (1) year from that date. The County
may, at its discretion and with the consent of the Vendor, renew the Agreement under
all of the terms and conditions contained in this Agreement for three (3) additional one
(1) year periods. The County shall give the Vendor written notice of the County's
intention to renew the Agreement term not less than ten (10) days prior to the end of
the Agreement term then in effect.
The County Manager, or his designee, may, at his discretion, extend the Agreement
under all of the terms and conditions contained in this Agreement for up to one
hundred and eighty (180) days. The County Manager, or his designee, shall give the
Vendor written notice of the County's intention to extend the Agreement term not less
than thirty (30) days prior to the end of the Agreement term then in effect.
3. STATEMENT OF WORK. The Vendor shall provide accurate, professional and user
friendly (administrative and user) online courses as well as Hosting Services in
accordance with the terms and conditions of Bid #14-6265 Online Safety Training
Program, Vendor's proposal without exceptions, and Exhibit A, "Licensing" referred to
herein and made an integral part of this Agreement. This Agreement contains the entire
understanding between the parties and any modifications to this Agreement shall be
mutually agreed upon in writing by the Parties, in compliance with the County
Purchasing Ordinance and Purchasing Procedures in effect at the time such services are
authorized.
4. COMPENSATION. The County shall pay the Vendor for the performance of this
Agreement pursuant to the unit price schedule offered by the Vendor, as attached
hereto as Exhibit B "Price Schedule."
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Any County agency may purchase products and services under this contract, provided
sufficient funds are included in their budget(s). Payment will be made upon receipt of a
proper invoice and upon approval by the Project Manager or his designee, and in
compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government
Prompt Payment Act".
4.1 Payments will be made for services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six (6)
months after completion of contract. Any untimely submission of invoices beyond the
specified deadline period is subject to non-payment under the legal doctrine of "laches"
as untimely submitted. Time shall be deemed of the essence with respect to the timely
submission of invoices under this agreement.
5. SALES TAX. The Vendor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work. Collier County, Florida as a political subdivision of the State
of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter
212, Florida Statutes, Certificate of Exemption# 85-8015966531C-2.
6. NOTICES. All notices from the County to the Vendor shall be deemed duly served if
mailed or faxed to the Vendor at the following Address:
Skillsoft Corporation
107 Northeastern Boulevard
Nashua, NH 03062
Attn: Mark P. Murray
Telephone: 603-324-3000, Facsimile: 603-324-3009
All Notices from the Vendor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Procurement Services Department
3327 Tamiami Trail, East
Naples, Florida 34112
Attention: Joanne Markiewicz, Director, Procurement Services
Telephone: 239-252-8407, Facsimile: 239-252-6480
The Vendor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
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7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Vendor or to constitute the Vendor as an
agent of the County.
8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Vendor. The County
will not be obligated to pay for any permits obtained by Subcontractors/sub-vendors.
Payment for all such permits issued by the County shall be processed internally by the
County. All non-County permits necessary for the prosecution of the Work shall be
procured and paid for by the Vendor. The Vendor shall also be solely responsible for
payment of any and all taxes levied on the Vendor. In addition, the Vendor shall
comply with all rules, regulations and laws of Collier County, the State of Florida, or the
U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with
all laws governing the responsibility of an employer with respect to persons employed
by the Vendor.
9. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use
in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if
the County or its authorized representative shall deem any conduct on the part of the
Vendor to be objectionable or improper, the County shall have the right to suspend the
contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or
practice to the satisfaction of the County within twenty-four (24) hours after receiving
notice of such violation, conduct, or practice, such suspension to continue until the
violation is cured. The Vendor further agrees not to commence operation during the
suspension period until the violation has been corrected to the satisfaction of the
County.
10. TERMINATION. Should the Vendor be found to have failed to perform the services in
a manner satisfactory to the County as per this Agreement, the County may terminate
said agreement for cause; further the County or the Vendor may terminate this
Agreement for convenience with a thirty (30) day written notice. The County shall be
sole judge of non-performance.
In the event that the County terminates this Agreement, Vendor's recovery against the
County shall be limited to that portion of the Contract Amount earned through the date
of termination. The Vendor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on
portions of the services not performed.
11. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to
race, sex, color, creed or national origin.
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12. INSURANCE. The Vendor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000
Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage
Liability. This shall include Premises and Operations; Independent Contractors;
Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and
Employee Non-Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $500,000 for
each accident.
D. Professional Liability: Shall be maintained by the Consultant to ensure its legal
liability for claims arising out of the performance of professional services under this
Agreement. Consultant waives its right of recovery against County as to any claims
under this insurance. Such insurance shall have limits of not less than $1,000,000 each
claim and in the aggregate.
Special Requirements: Collier County Government shall be listed as the Certificate
Holder and included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Vendor during the duration of this Agreement. The Vendor shall provide
County with certificates of insurance meeting the required insurance provisions.
Renewal certificates shall be sent to the County ten (10) days prior to any expiration
date. Coverage afforded under the policies will not be canceled or allowed to expire
until the greater of: ten (10) days prior written notice, unless otherwise agreed to in
writing by the parties, or in accordance with policy provisions. Vendor shall also notify
County, in a like manner, within twenty-four (24) hours after receipt, of any notices of
expiration, cancellation, non-renewal or material change in coverage or limits received
by Consultant from its insurer, and nothing contained herein shall relieve Vendor of this
requirement to provide notice.
Vendor shall ensure that all subcontractors/sub-vendors comply with the same
insurance requirements that he is required to meet.
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13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor
shall indemnify and hold harmless Collier County, its officers and employees from any
and all liabilities, damages, losses and costs, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this
Agreement by Vendor, any statutory or regulatory violations, or from personal injury,
property damage, direct or consequential damages, or economic loss, to the extent
caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor
or anyone employed or utilized by the Vendor in the performance of this Agreement.
This indemnification obligation shall not be construed to negate, abridge or reduce any
other rights or remedies which otherwise may be available to an indemnified party or
person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
13.1 The duty to defend under this Article 13 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
Vendor, County and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being
provided to Vendor. Vendor's obligation to indemnify and defend under this Article 13
will survive the expiration or earlier termination of this Agreement until it is
determined by final judgment that an action against the County or an indemnified party
for the matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Risk Management Department.
15. CONFLICT OF INTEREST. The Vendor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. The Vendor further represents
that no persons having any such interest shall be employed to perform those services.
16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Vendor's Proposal without exceptions, Insurance Certificate(s), Bid #14-6265
Online Safety Training Program Scope of Work and any Addendum/Addenda, Exhibit
A "Licensing" and Exhibit B "Price Schedule."
17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this agreement is subject to appropriation by the Board of County
Commissioners.
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18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or
individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee,
service or other item of value to any County employee, as set forth in Chapter 112, Part
III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and
County Administrative Procedure 5311. Violation of this provision may result in one or
more of the following consequences: a. Prohibition by the individual, firm, and/or any
employee of the firm from contact with County staff for a specified period of time; b.
Prohibition by the individual and/or firm from doing business with the County for a
specified period of time, including but not limited to: submitting bids, RFP, and/or
quotes; and, c. immediate termination of any contract held by the individual and/or
firm for cause.
19. COMPLIANCE WITH LAWS. By executing and entering into this agreement, the
Vendor is formally acknowledging without exception or stipulation that it agrees to
comply, at its own expense, with all federal, state and local laws, codes, statutes,
ordinances, rules, regulations and requirements applicable to this Agreement, including
but not limited to those dealing with the Immigration Reform and Control Act of 1986 as
located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be
amended; taxation, workers' compensation, equal employment and safety (including,
but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes), and the Florida
Public Records Law Chapter 119 (including specifically those contractual requirements
at F.S. § 119.0701(2)(a)-(d) and (3))). If Vendor observes that the Contract Documents are
at variance therewith, it shall promptly notify the County in writing. Failure by the
Vendor to comply with the laws referenced herein shall constitute a breach of this
agreement and the County shall have the discretion to unilaterally terminate this
agreement immediately.
20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to
this contract in compliance with the Purchasing Ordinance and Purchasing Procedures.
23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Vendor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached
during negotiations to County for approval. Failing resolution, and prior to the
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commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of Vendor with full decision-making authority and
by County's staff person who would make the presentation of any settlement reached at
mediation to County's board for approval. Should either party fail to submit to
mediation as required hereunder, the other party may obtain a court order requiring
mediation under section 44.102, Fla. Stat.
24. VENUE. Any suit or action brought by either party to this Agreement against the other
party relating to or arising out of this Agreement must be brought in the appropriate
federal or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
25. CONTRACT STAFFING. The Vendor's personnel and management to be utilized for
this contract shall be knowledgeable in their areas of expertise. The County reserves the
right to perform investigations as may be deemed necessary to ensure that competent
persons will be utilized in the performance of the contract. The Vendor shall assign as
many people as necessary to complete the required services on a timely basis, and each
person assigned shall be available for an amount of time adequate to meet the required
service delivery dates.
26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of
any of the Contract Documents, the terms of the ITB, the Vendor's Proposal, and/or the
County's Board approved Executive Summary; the Contract Documents shall take
precedence.
27. ASSIGNMENT. Vendor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer
this Agreement, or any part herein, without the County's consent, shall be void. If
Vendor does, with approval, assign this Agreement or any part thereof, it shall require
that its assignee be bound to it and to assume toward Vendor all of the obligations and
responsibilities that Vendor has assumed toward the County. Notwithstanding the
foregoing, Vendor may assign its rights and responsibilities hereunder to an entity
purchasing all or substantially all of Vendor's assets, subject to Collier County Board of
County Commissioner's approval.
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IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized
person or agent, have executed this Agreement on the date and year first written above.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
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Joanne arkie icz, Direc
Procurement Services
Skillsoft Corporation d/b/a Skillsoft Direct
Vendor
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First Witness Reed Signature Mark P. Murray
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Online Safety Training Program
Agreement # 14-6265
EXHIBIT A
"LICENSING"
1. Definitions
1.1 "Authorized Audience" shall mean the number of Customer employees located in the
Territory that are authorized to access and use the applicable SkillSoft Product(s) (as
licensed under this Agreement). Customer shall limit the use of the SkillSoft Product(s) to
the number of Licensed Users for whom Customer has paid the required license fees.
1.2 "Documentation" shall mean all technical documentation, manuals and specifications
with respect to the SkillSoft Product(s) that are generally made available by SkillSoft with
the SkillSoft Product(s). SkillSoft reserves the right to revise the Documentation from
time to time, in its sole discretion.
1.3 "Intellectual Property Rights" shall mean SkillSoft's ownership rights and other
proprietary rights and interests in and to all patents, patent rights, trademarks, service
marks, copyrights, trade secrets and other intellectual property and all other rights
incorporated or embodied in, used to develop or related to any of the foregoing.
1.4 "License Consumption" occurs when a member of the Authorized Audience has
accessed the applicable SkillSoft Product (a "Licensed User"). Accessing of a SkillSoft
Product includes CD or on-line viewing as well as downloading for future use, and/or
saving to a bookshelf. Once an individual has accessed a SkillSoft Product, such
individual is considered to have consumed a license for that SkillSoft Product for the
remainder of the then current annual License Term, or except as otherwise set forth herein
and in Section 2.8 below. Notwithstanding the foregoing, SkillSoft agrees that licenses for
terminated employees of Customer can be exchanged for a new member of the
Authorized Audience during an annual term and that usage of the SkillSoft Product(s) by
a terminated employee will not count toward Customer's License Consumption. The
foregoing sentence applies only to full time, regular employees and shall not apply to
contractors or temporary employees of Customer.
1.5 "SkillSoft Product(s)" shall mean the SkillSoft products and services, identified on
Order Form/Invoice(s) issued under this Agreement.
1.6 "SkillSoft Property" shall mean the SkillSoft Product(s) and SkillSoft's web site
architecture and content thereof including, but not limited to, the Intellectual Property
Rights inherent therein and/or appurtenant thereto and any copies made as authorized
under this Agreement.
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1.7"Customer" shall mean Collier County, a political subdivision of the State of Florida
and Collier County Board of County Commissioners.
2. License Terms.
2.1 Subject to the restrictions stated in this Agreement, SkillSoft grants to Customer and
Customer accepts, a nonexclusive, non-transferable license (without the right to
sublicense) for the License Term of this Agreement, to use and to allow the applicable
Authorized Audience to access and use the SkillSoft Product(s) set forth therein for
internal training purposes only.
All SkillSoft Products are the property of SkillSoft and/or its third party publishers
and/or licensors and is protected by copyright and other laws relating to proprietary
rights. Except for the limited licenses granted pursuant to this Agreement, the terms of
this Agreement do not convey any ownership or other rights of any kind to Customer in
or to SkillSoft Property. SkillSoft and its publishers and licensors have and shall retain all
right, title and interest in and to the SkillSoft Property. SkillSoft reserves all rights not
expressly granted to Customer herein. Except as expressly provided in this Agreement,
Customer shall have no right to receive any corrections, enhancements or other
modifications. Customer shall keep the SkillSoft Property free and clear of all claims,
security interests,liens and encumbrances.
2.2 Except as may otherwise be permitted in this Agreement, Customer shall not (a)
reproduce publish, display, distribute, sell, sublicense, transfer, rent, lease, broadcast,
timeshare, loan, disclose, or otherwise make available the SkillSoft Property, or any part
thereof, to any third party; (b) reverse engineer, disassemble, decompile or otherwise
attempt to derive source code from the SkillSoft Property, or any part thereof; (c) modify,
translate, adapt, alter or create derivative works (as defined under the United States
copyright laws) based upon the SkillSoft Property or any part thereof; (d) remove any
proprietary notices, labels, or trademarks or service marks on any SkillSoft Property; (e)
merge the SkillSoft Property, or any component thereof with another program (unless
otherwise authorized herein); (f) use the SkillSoft Property, or any component thereof, for
any purposes other than those explicitly stated in this Agreement; (g) have any right to
any source code for the SkillSoft Property (h) permit any party not specifically licensed
herein to use the SkillSoft Property; (i) use download functionality enhancement tools; or
(j) make unauthorized uses of SkillSoft Intellectual Property Rights.
2.3 Customer further agrees that Customer is solely responsible for the content of all
visual, written, or audible communications using the SkillSoft Product(s). Although
SkillSoft is not responsible for any such communications, SkillSoft may terminate or
suspend any such communications at any time of which it is made aware of a
communication that is unlawful, would constitute a criminal offense or give rise to civil
liability. In the event of the foregoing, SkillSoft will provide Customer a prompt notice of
suspension or termination.
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2.4 Provided that Customer reproduces all copyright and other proprietary notices,
Customer may make copies of the SkillSoft Product(s) available and licensed by Customer
in CD-ROM format for deployment and backup purposes as reasonably necessary to
carry out the rights expressly granted by this Agreement. Customer shall take all
reasonable security precautions to ensure that only the Authorized Audience accesses the
SkillSoft Property.
2.5 Customer agrees to maintain during the License Term and for one (1) year after
termination of this Agreement, records of all use and copying of the SkillSoft Product(s)
(if applicable) and assignment of all login identifications used to access the SkillSoft
Product(s) if distributed by Customer. SkillSoft shall have the right during such time, but
not more than once per year and at SkillSoft's expense, to examine, upon prior
notification, such records and to audit Customer's access to and usage of the SkillSoft
Product(s) to verify compliance with this Agreement. Notwithstanding the foregoing,
SkillSoft shall have the right to examine such records and audit Customer's access more
than once per year if the results of any audit reveal a failure of Customer to comply with
the terms of this Agreement.
2.6 Upon expiration or termination of this Agreement or any exchange or update of the
SkillSoft Product(s), Customer will delete any copies of the SkillSoft Property from its
computer(s) or server(s) and destroy or return to SkillSoft all hard copies of the same.
Customer agrees to provide SkillSoft with a written statement, signed by an authorized
Customer representative, which certifies its compliance with the foregoing obligations.
Notwithstanding the foregoing, the parties agree that specific SkillSoft Products are
available on a perpetual basis for a onetime fee, agreeable by the parties, to be provided to
Customer upon prior request to SkillSoft, which SkillSoft Products may be licensed under
this Agreement.
2.7 Customer acknowledges that all of the restrictions on access to and use of the SkillSoft
Property contained in this Section 2 and elsewhere in this Agreement apply to the
Authorized Audience. Customer will take all necessary steps to ensure compliance of the
Authorized Audience therewith, and Customer will be liable and indemnify SkillSoft for
any violations of this Agreement by its employees or the Authorized Audience.
Indemnification by the Customer is subject to the limitation set forth in Section 768.28, Fla.
Stat.
2.8 In the event that Customer enters into a multi-year license term, Customer will track
the Licensed Consumption for each SkillSoft Product licensed within each year of the
License Term, to ensure that the Authorized Audience level has not been exceeded.
Consumed Licenses cannot be exchanged or swapped during each year of the License
Term unless otherwise set forth herein. De-activated and deleted users will still be
counted as Licensed Users until the annual renewal date. Except as otherwise noted
above, Customer shall not swap or share the user ID's and/or passwords associated with
the Authorized Audience and/or Licensed Users under any circumstance.
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2.9 If the SkillSoft Products licensed herein are deployed outside of SkillSoft's learner
management systems, Customer agrees to submit a report to SkillSoft at the end of each
calendar month ("Monthly Usage Report"). The Monthly Usage Report shall include
details of all users of the SkillSoft Products. The purpose of the Monthly Usage Report
shall be to show the number of Licensed Users that accessed the SkillSoft Products in the
preceding month.
3. Termination.
Disabling a Licensed User. In order to protect SkillSoft's licensors and/or publishers
intellectual property rights, SkillSoft may disable any individual's access to the
SkillSoft Product(s) immediately and by written notification to the individual user and
Customer, if, in SkillSoft's sole discretion, such individual's use of the license violates
the terms and conditions of this Agreement.
4. Warranty.
4.1 SkillSoft warrants that for a period of ninety (90) days from the date Customer
receives a SkillSoft Product(s) hereunder in tangible form, the SkillSoft Product(s) will be
free from defects in materials and workmanship under normal use and will substantially
conform to the Documentation. Customer shall be deemed to have received the SkillSoft
Product(s) on the date Customer is first provided access to the applicable SkillSoft
Product(s) or upon delivery of the CD/R media on which the applicable SkillSoft
Product(s) are recorded, whichever comes first.
4.2 During the term of this Agreement, SkillSoft, at its sole option and expense, (i) may
make reasonable efforts to correct defects in the SkillSoft Product(s) that are identified
and documented by Customer, and confirmed by SkillSoft, or (ii) may replace the
defective SkillSoft Product(s). SkillSoft's obligation of liability hereunder shall be to
replace or make reasonable efforts to take corrective action with regards to such defect in
a single copy of the defective SkillSoft Product(s). Notwithstanding the foregoing,
SkillSoft shall have no obligation to correct or replace copies of any SkillSoft Product(s)
that Customer has made in accordance with the provisions of this Agreement. The
remedy stated in this Section 5.2 shall be SkillSoft's entire obligation and Customer's sole
and exclusive remedy for breach of warranty hereunder and shall be in lieu of any other
remedy available to Customer at law or in equity. This warranty shall not apply if the
SkillSoft product(s) have been (a) altered, modified, or enhanced; (b) subjected to misuse,
negligence, computer or electrical malfunction; or (c) used, adjusted, installed or operated
other than in accordance with the Documentation, or as authorized in writing by SkillSoft.
Furthermore, no warranties shall apply in the event of an uncured breach of this
Agreement by Customer for which notice of breach has been given hereunder.
4.3 Notwithstanding the provisions in Sections 4.1-4.2 above, in no event shall SkillSoft
provide any warranties or technical support to Customer for any Customer provided
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courses or any Customer specific materials that have been derived from or created by or
with any SkillSoft Product, or hosted on a SkillSoft hosted services.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES
WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. SKILLSOFT SPECIFICALLY
DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-
INFRINGEMENT, TITLE, ABSENCE OF SECURITY INTEREST, LIEN OR
ENCUMBRANCE, AND QUIET ENJOYMENT. SPECIFICALLY, AND NOT IN
LIMITATION OF THE FOREGOING, SKILLSOFT DOES NOT WARRANT THAT ANY
SKILLSOFT PRODUCT(S) WILL MEET CUSTOMER NEEDS OR REQUIREMENTS,
THAT THE OPERATION OF ANY SKILLSOFT PRODUCT(S) WILL BE
UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS IN THE SKILLSOFT
PRODUCT(S) WILL BE CORRECTED. TO THE EXTENT THAT ANY IMPLIED
WARRANTIES ARE DEEMED TO EXIST UNDER APPLICABLE LAW, THEY ARE
HEREBY EXPRESSLY LIMITED IN DURATION TO THE DURATION OF ANY EXPRESS
WRITTEN WARRANTY MADE HEREIN.
5. Compliance with Laws.
5.1 Customer will comply with all applicable international, federal, state, and local laws
and regulations in connection with its downloading and use of the SkillSoft Property and
in performing its obligations hereunder, including, but not limited to, export controls and
embargo restrictions under the laws and regulations of the United States ("U.S.") and the
European Union ("EU"), including without limitation, export controls administered by
the U.S. Department of Commerce, the United States Department of Treasury Office of
Foreign Assets Control, and other U.S. agencies (collectively, "Export Control Laws").
5.2 Customer acknowledges and further agrees that the SkillSoft Property shall not be
used in, and none of the underlying information, software, or technology may be
downloaded, transferred or otherwise exported or re-exported to, any countries to which
the U.S. and/or the EU maintains an embargo applicable to the SkillSoft Property or by a
national or resident thereof, or any person or entity on the U.S. Department of Treasury's
List of Specially Designated Nationals or the U.S. Department of Commerce's Denied
Persons List, Unverified List or Entity List, or who is listed in General Order No. 3 as set
forth in Title 15 of the U.S. Code of Federal Regulations, Part 736, Supplement No.
1"Designated National". The lists of Embargoed Countries and Designated Nationals are
subject to change without notice.
5.3 Notwithstanding any other provision of this Agreement, Customer agrees that
SkillSoft, in its sole discretion and with written notification to the Customer, can take
steps as it deems necessary to remedy a breach of any provision in this Section 5.
6. General Provisions.
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•
6.1 USA Contracts Only. Skillsoft Services licensed under this Agreement are Commercial
Computer Software under United States Federal Government Acquisition Regulations
and agency supplements thereto. Skillsoft Services are provided to the federal
government and its agency only under the Restricted Rights Provision of the Federal
Acquisition Regulations applicable to commercial software developed at private expense
and not in the public domain. The use, duplication or disclosure by the government is
subject to restrictions as set forth in subdivision (c) (1) (ii) of the Rights in Technical Data
and Computer Software at DFAR 252 227-7013. The provisions of the Equal Opportunity
Clauses at 41 CFR § 60-1.4(a), 41 CFR § 60-250.4 and § 60-741.5(a) are hereby incorporated
as terms and conditions of this Agreement.
6.2 No Third Party Beneficiary. This Agreement is made and entered into for the sole
protection and benefit of the parties hereto and is not intended to convey any rights or
benefits to any third parties, nor will this Agreement be interpreted to convey any
benefits or rights to any person except the parties hereto. A person who is not a party to
this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this Agreement.
7. Intellectual Property Indemnify.
7.1 Skillsoft, at its own expense, shall indemnify, defend, and hold Customer harmless
from and against all claims, damages or other liabilities asserted by or payable to
third parties, ("Claims") based on a third party claim that a Skillsoft's Product(s)
infringe(s) a valid United States patent, copyright, trademark, or trade secret of a
third party. Skillsoft shall be notified promptly in writing by Customer of any
Claim of which it is aware for which indemnification may be available; (ii) Skillsoft
shall have the sole control of the defense of any such Claim and of all negotiations
for its settlement or compromise, provided that such settlement or compromise
does not require the admission of liability, fault, or wrongful act or conduct on the
part of Customer and (iii) Customer shall cooperate reasonably with Skillsoft in the
defense, settlement or compromise of such Claim at Skillsoft's expense. Skillsoft
will not be responsible for any settlement or compromise made by Customer
without Skillsoft's written consent. Skillsoft will not consent to the entry of any
judgment or enter into any settlement or compromise affecting Customer, to the
extent that the judgment, settlement or compromise requires the admission of
liability, fault, or wrongful act or conduct on the part of Skillsoft's and/or
otherwise involves more than the payment of money by Skillsoft, without the prior
written consent of Customer.
7.2 If Customer's use of any Skillsoft Product(s) is enjoined, or if in Skillsoft's sole
judgment is likely to be enjoined, Skillsoft may, at its sole option, and expense, and
as a complete remedy to Customer, either (a) substitute equivalent non-infringing
software for the infringing item, (b) modify the infringing item so that it no longer
infringes but remains functionally equivalent, (c) obtain for Customer the right to
Page 14 of 18 CAO
continue using such item, or (d) if Skillsoft deems none of the foregoing are
commercially practicable, terminate the license granted herein with respect to the
applicable Skillsoft Product(s), accept return of the infringing product(s) and grant
Customer a pro-rated credit of the unused portion of the license fees paid with
respect the applicable Skillsoft Product(s).
7.3 Notwithstanding the provisions of Section 7, Skillsoft will not have any liability to
Customer under Section 7 to the extent that any infringement or claim thereof is
based upon (i) use of the Skillsoft Product(s) in combination with equipment or
software not supplied hereunder where the Skillsoft Product(s) would not itself be
infringing, (ii) compliance with designs, plans or specifications provided by
County, (iii) use of Skillsoft Product(s) in an application or environment for which
it was not designed, not provided for in the Documentation or not contemplated
under this Agreement, (iv) use of other than the most recent release of the Skillsoft
Product(s) provided to County by Skillsoft, (v) use of the Skillsoft Product(s) in
breach of this Agreement (vi) any claims of infringement in which County or any
affiliate of County has an interest or license.
7.4 The Skillsoft is not responsible for claims, damages or other liabilities asserted by
or payable to third parties claims arise out of or in connection with any property,
information, software, documentation, or materials, provided to Skillsoft by
County or that Skillsoft hosts on any Skillsoft Product(s) as requested by County.
Page 15of18
Online Safety Training Program
Agreement# 14-6265
EXHIBIT B
"PRICE SCHEDULE"
Collier County Required Courses Vendor's Corresponding Course Price
1 Accident Investigation 1 Accident Investigation and Reporting
esh sah a62 sh enus $547.62
2 Lockout/Tagout 2 Lockout/Tagout esh sah b17 sh enus $547.62
3 Bloodborne Pathogens 3 Bloodborne Pathogen Awareness esh sah b19 sh enus $547.62
4 Basic Electrical Safety 4 Electrical Safety esh sah b15 sh enus $547.62
5 Electrical Safety for the Qualified 5 Not Available $0.00
Worker
6 Electrical Power Generation 6 Not Available $0.00
7 Hazard Communication (GHS) 7 Hazard Communication: An Employee's Right to Know $547.62
esh sah b23 sh enus
8 Chain Saw Safety 8 Not Available $0.00
9 Working Safely with Power Tools 9 Hand and Power Tool Safety esh sah b33 sh enus $547.62
10 Hydrogen Sulfide/Sulfur Dioxide 10 Hydrogen Sulfide esh sah a86 sh enus $547.62
11 Laboratory Safety 11 Laboratory Safety esh sah a85 sh enus $547.62
12 Defensive Driving 12 Defensive Driving Fundamentals esh sah b21 sh enus $547.62
13 Office Safety 13 Office Safety esh sah b83 sh enus $547.62
14 Fall Protection 14 Fall Protection esh sah b22 sh enus $547.62
15 PPE Basic 15 PPE: Personal Protective Equipment esh sah a17 sh enus $547.62
16 Respiratory Protection 16 Respiratory Protection esh sah b26 sh enus $547.62
17 Safety Orientation(Non Construction) 17 Workplace Safety Orientation esh sah a65 sh enus $547.62 _
18 Trenching and Shoring 18 Trenching and Excavation Safety esh sah a54 sh enus $547.62
19 NFPA 70E Electrical Safety 19 NFPA 70E Electrical Safety in the Workplace 2012 Edition
esh sah a78 sh enus $547.62
20 Custom Course Creator 20 Dialog Design $4,000.00
21 Process Safety Management 21 Chemical Process Safety esh sah a82 sh enus $547.62
22 Emergency Evacuation 22 Emergency and Disaster Preparedness
esh sah b18 sh enus $547.62
23 Fire Extinguishers 23 Portable Fire Extinguishers esh sah a42 sh enus $547.62
24 Public Building Security 24 Workplace Security Awareness esh sah a93 sh enus $547.62
25 Environmental Awareness 25 Environmental Regulations Overview
esh sah a99 sh enus $547.62
26 Stormwater Prevention 26 Storm Water Pollution Prevention esh sah b03 sh enus $547.62
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27 DOT Drug&Alcohol Testing 27 DOT Drug and Alcohol Awareness esh trns a01 sh_enus $547.62
28 Universal Precautions 28 Bloodborne Pathogen Awareness esh sah b19 sh enus $547.62
29 Machine Guarding 29 Machine Guarding esh sah b16 sh enus $547.62
30 Welding Safety 30 Welding,Cutting,and Brazing esh sah a61 sh enus $547.62
31 Confined Space Entry 31 Confined Spaces esh sah a28 sh enus $547.62
32 Heat Stress 32 Heat Stress Recognition and Prevention
esh_sah a39 sh enus $547.62
33 Asbestos 33 Asbestos esh sah a37 sh enus $547.62
34 Chemical Handling 34 Hazardous Material Handling and Storage
esh sah a20 sh enus $547.62
35 Hazardous Spill Cleanup 35 Hazardous Materials in the Workplace
esh sah a36 sh enus $547.62
36 CWA/CAA/RCRA Type Training 36 Hazardous Waste Generator(RCRA)
esh sah a34 sh enus $547.62
37 Groundskeeping Safety(mowing, 37 Not Available $0.00
weed eating, etc.)
38 HAZWOPER 38 HAZWOPER 8-hour Annual Refresher $0.00
Decontamination(HAZWOPER) esh sah b06 sh enus $547.62
Emergency Response and Spill Control (HAZWOPER)
esh sah b07 sh enus $547.62
Fire and Explosion Hazards(HAZWOPER)
esh sah b08 sh_enus $547.62
Hazard Communication(HAZWOPER)
esh sah a80 sh enus $547.62
Heat and Cold Exposure Management(HAZWOPER)
esh sah b09 sh enus $547.62
Personal Protective Equipment(HAZWOPER)
esh sah b14 sh enus $547.62
Regulatory Overview(HAZWOPER) esh sah b10 sh_enus $547.62
Site Control (HAZWOPER) esh sah bl l sh enus $547.62
Site Safety and Health Plan Procedures (HAZWOPER)
esh_sah b12 sh enus $547.62
Toxicology(HAZWOPER) esh sah b13 sh enus $547.62
39 Aerial Lifts 39 Aerial Work Platforms esh sah b66 sh enus $547.62
40 Crane Inspections (depending on 40 Mobile Crane Operator Safety esh sah b68 sh enus $547.62
available content
41 Cranes, Hoist, and Slings 41 Crane Signaling and Communications
esh sah b67 sh enus $547.62
42 Forklift Certification 42 Forklift Safety Awareness esh sah b28 sh_enus $547.62
43 Ladders 43 Ladder Safety esh sah b31 sh enus $547.62
44 Rigging 44 Rigging Equipment and Inspection esh sah b82 sh enus $547.62
45 Slips,Trips, &Falls 45 Slips,Trips, and Falls esh sah b32 sh enus $547.62
46 Chlorine Gas 46 Chlorine Safety esh sah a03 sh enus $547.62
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1
47 Eye Protection 47 PPE:Eye and Face Protection esh sah a68 sh enus $547.62
48 Job Safety Analysis 48 Job Hazard Analysis esh sah b29 sh enus $547.62
49 Any Water/Wastewater Operations 49 Not Available $0.00
50 Pesticides 50 Not Available $0.00
51 Manual Material Handling 51 Back Safety and Injury Prevention esh sah a23 sh enus $547.62
52 Utility Cart operations 52 Not Available $0.00
53 Scaffolding 53 Scaffolding and Ladder Safety esh sah a32 sh enus $547.62 _
54 Bugs, Bees, fire ants,snakes 54 Hazards to Outdoor Workers esh sah b47 sh enus $547.62
55 Verbal Judo 55 Business Skills Library $0.00
56 Backhoe, Trackhoe, Skid Steer 56 Not Available $0.00
57 Pre-Trip Walk Around for CDL 57 DOT: Inspections esh sah b73 sh enus $547.62
58 Securing Your Load for Transport 58 Flatbed Cargo Securement esh sah b71 sh enus $547.62
59 Self Contained Breathing Apparatus 59 Respiratory Protection esh sah_b26 sh enus $547.62
(SCBA)
60 Identifying Broken or Worn Tools 60 esh sah b33 sh enus $547.62
61 Working With Power Tools 61 Hand and Power Tool Safety esh sah b33 sh enus $547.62
62 Call Before You Dig—811 (if not 62 Not Available $0.00
covered under Trenching and Shoring)
63 HOSTING 63 Hosting $1,048
Total Line Items 1-63 including$5,000 for Onsite Training $37,905.20
Remove Onsite Training -$5,000.00
GRAND TOTAL $32,905.20
The Vendor will be providing the Corresponding Courses outlined above in the Price Schedule
as follows:
SKILLSOFT PRODUCT LOCALIZATIONS AUTHORIZED AUDIENCE
DIALOGUE DESIGN - 4 DEVELOPER LICENSES
ENVIRONMENTAL,HEALTH& U.S.ENGLISH;SPANISH 1,500
SAFETY COURSEWARE COLLECTION
GIGABYTES WITH CUSTOM CONTENT 1 GIGABYTE -
PUBLISHING SOLUTION
DEPLOYMENT METHOD:SkillPort via Extranet Hosting Services
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