FROM: OFFICE OF THE CITY MANAGER
BY: DAN HURLOCK, FIRE CHIEF
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That the City Council authorizes staff to enter into a three (3) year agreement with Advanced Problem Solving, LLC, (APS) for access to an online training portal that will help facilitate mandated training and allow members of the Fire Department to enhance training opportunities.
The contract will commence on July 1, 2022, and go through June 30, 2025. rymInTr ff 79M MMMTMFMMMfffUgff 71—WIPYUM nZas incivaing hands on physical training, in person classroom training and self directed internet based training.
PS delivers online, internet based training to multiple fire departments and has a as array of training 24 hours a day, 7 days a week. Some training sessions include mandatory EMS training, annual wildland refresher training, workplace wellness/safety training and SB 1343 compliant harassment prevention training.
The Fire Department has used APS on a trial basis, for free, for the last year and has found that the training they offer is relevant and provides a convenient, internet based solution that helps deliver training efficiently.
Fiscal Responslity
Efficiency & Adaptability
Quality of Life, Safety and Infrastructure
FISCAL IMPACT
Service _..»©— costs are $6,900, annually, for the next three years. Funding for this agreement shall be budgeepa ted in the Fire Drtment's Fiscal Budget, using Account No-4 2620-. 10-
0700.
TITLE: AGREEMENT WITH ADVANCED PROBLEM SOLVING,
DATE:
ATTACHMENTS
Advanced Problem
Solving I
This Terms of Service Agreement ("Agreement") is effective as of the date ("Effective Date") set forth In the attached Exhibit "A" and is by and between Advanced Problem Solving, LLC ("APS"), a California limited liability company, and oing use of the services described In thiss
Agreement ("Services").
FINL? �A-
use
by law, wi the Services described in Exhibit 'A" (which is incorporated herein by this reference) and, unless prohibited 7 1; provide access to any person designated by Client ("Users") provided that the total number of Users does not exceed the -naximum authorized pursuant to Exhibit "A."
from APS or uploaded by Client for access and use by Client's Users twenty-four 124) hours a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system outage and other outages beyond the control of APS.
1.3. Support. APS will provide Client with 24/7 access to client success resources within the training portal or website * t-inArbifte RalwWrIlln-frem assigmedupsihPIL
Users as requested by Client on issues relating to usage five (5) days per week during scheduled hours but excluding public and bank holidays except as otherwise provided in Exhibit 'A."
2.2. Identify Users. Client shall (i) provide a listing of its authorized Users: (H) either by submitting profiles for each of its users to AIRS or causing each of its Users to complete a profile which is furnished to APS; and (III) shall maintain its user database by adding and removing Users as necessary,
2.3. Future Functionality. Client agrees that its purchases of Services is neither contingent on the delivery of any future functionality or features nor dependent on any public comments regarding future functionality or features.
3. Fees and Payments
3. 1. Fees. Client will pay for the Services in accordance with the fee schedule set forth In Exhibit "A".
3.2. Payments. All fees due shall be paid in United States dollars. Fees will be invoiced in advance as set forth in Exhibit "A." Invoices payable net 60 days from invoice date.
4. Intellectual Property Rights
4.1. Ownership of APS Technology and Content. Client acknowledges that APS alone (and its successors or licensors, where applicable) shall own all right, title and Interest in and to APS's software, website and technology; course content and the Services provided by APS; as well as any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client to APS. Client further acknowledges that this Agreement does not convey to Client any ownership rights therein or thereto. APS' name and logo are trademarks of APS, and no right or license to use them is granted to Client.
4.2. Intellectual Property Rights in Third Party Content Provided by APS. Client acknowledges that APS' provision of third party content to Users does not convey to Client or its Users any right of ownership in or to the same. The names and logos of APS' third party partners are trademarks of those partners and no right or license to use the same is granted to Client.
4.3. Prohibition on Sharing or Copying Technology or Content. Except as otherwise agreed in writing or to the extent necessary for Client to use Services in accordance with this Agreement, Client shall not: (I) copy in whole or in part any course content provided by APS; (ii) display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, transfer or in any way exploit in whole or in part the course content provided by APS ; (III) embed course content provided by APS into other products: Jiv) use any trademark, service mark, domain name, logo, or other identifier of APS or any of its third party suppliers; or (v) reverse engineer, clecompile, disassemble, or access the source code orf any APS software.
4.4. Client Intellectual Pro?gMi Rights.
with respect to content generated by Client and uploaded to the APS website. APS further acknowledges that this Agreement does not convey to APS any ownership rights therein or thereto.
4.5 Content U*,dates. NotwithstandinT the Trovisions of Section party content provided by APS, is subject to ongoing review and revision which may result in gaps in availability of some content or coursp—�-�AW4MA,&.v.w
2 r"ai Limumc-lem7m
gaps in course and content availability may also ariseTh the course approval process.
5. Term
The term of this Agreement shall*ccimmence on the Eff ective Date, and continue for the term indicated in Exhibit "A"
6. Mutual Warranties and Disclaimer
6.1. Mutual Representations & Warranties. Each party represents and warrants that it has full authority to enter into this Agreement and to perform its obligations hereunder.
6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, EXCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE,
7. Miscellaneous
7.1. Limitation on Liability. Except for claims under Section 4 or Section 7.2 of this Agreement, no event shall either party be liable tothe other, whether in contract, warranty, tort (including negligence) or otherwise;�for speciaf, lncide�itAf, 6 ages (including lost profits) arising outof orin connection with th isAgreemenu�and (H) the indirect or consequential dam
total liability of either party for any and all damages, including, without limitation, direct damages, shall not exceed the amount of the value of the insurance required by Client. -Ur - - from and aF�Pinst any and all claims, damages, losses and expenses, including but not limited to reasonable attorney fees, a rising out of or resulting from any third -party claim that the Services or any component thereof infringes upon or violates any intellectual property right of any person.
FIA -a 4 eations ursuant to this Agreement without the prior I jam. ffilill -
substantially all of its assets.
7.4. Force Majeure. APS shall have no liability for any failure or delay in performing any of its obligations pursuant to this Agreement due to, or arising out of, any act not within its control, including, without limitation, acts of God, strikes, lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, computer virus, governmental laws or regulations.
7.5. Ila Wa�jer. Vo waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by
7.6. U of �Com
provision shall be of no force or effect; but the remainder of this Agreement shall continue in full force and effect.
7.7. Entire Agreement. This Agreement and its Exhibits represent the entire understanding and agreement between APS tncl Client, and supersedes all other negotiations, proposals, understandings and representations (written or oral) made by and between APS and Client.
Dan Hurlock.Fire Chief 'd AndreNvs. S kr-Director Business Development Name and title of individual authorized to represent client Name and title of individual representing APS 7�
Signature at
Date
Advanced Problem
Solving
EXCLUSIVE QUOTE FOR THE DOWNEY FIRE DEPARTMENT
Date of submission: February 11, 2022 (valid for 60 days) Contact info: David M Andrews, Senior Director of Business Development (909) 241-6403 Advanced Problem Solving LLC, 411 University Circle, Claremont CA 91711 APS Online Platform:
Unit price Quantity Cost: 02/11/2022 - Cost: 07/01/2022 - Cost: 07/01/2023 -
Cost: 07/01/2024 -
peruser (# of users) 06/30/2022 06130/2023
06/30/2024
06/30/2025
$60 each 70 sworn WAIVED $ 4,200.00
$
4,200.00
$
4,200.00
APS Fire Training40 non -sworn with access
Package 1 $60 each WAIVED $ 2,400.00
$
2,400.00
$
2,400.00
to EMS CE content
$30 each 10 other non -sworn WAIVED $ 300.00
$
300.00
$
300.00
TOTAL ANNUAL LICENSE FEES: $ - $ 6,900.00
$
6,900.00
$
6,900Z0
APS Fire Training Package initial set-up fee (one Time �Drily) WAIVED — TOTAL ANNUAL COST: $ 6,900.00E$
6,900-00
$
6,900.00
See "Notes" on page 2 for additional information.
07-TIM
NOTES:
APS Fire Training package includes User Console, Training Portal (LIVIS), Expiration Reminders, Log Drills tool, Red Cards, online emergency contact information, and the following course content:
• Los Angeles County EMS Update (annual mandated training) • LAAFCA Regional Training Group Online Course Library (35+ all -hazard courses) • RT-130 (required annual wildland refresher training)
• EMS CE Training Library (100+ CAPCE-accredited CE courses) • Firefighter Training Library (70+ NFPA-compliant courses) • Workplace Wellness & Safety library (150+ wellness and safety courses) • SB-1343 compliant sexual harassment prevention training User Console is included in this package, including hyperlinks to commonly visited websites at no additional charge. Client may direct APS to implement SSO (Single Sign on) from User Console to third party applications capable of supporting SSO. There is a one-time implementation fee for each such SSO built.
Daily Operational Calendar is included at no additional recurrent charge but requires a one-time customization fee of $1,000 in order to initiate service (WAIVED).
Annual fees due at commencement of each fiscal year.