HomeMy WebLinkAboutBrightline Compliance; 2006-10-02;AGREEMENT FOR On-Line Training SERVICES
S AGREEMENT is made and entered into as of the <=****- day of
by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Brightline Compliance, an On-line Training Service,
("Contractor").
RECITALS
A. City requires the professional services of an experienced on-line training
service thai: provides employee training in preventing sexual and workplace
harassment.
B. Contractor has the necessary experience in providing professional
services and advice related to the on-line employee training programs, including
preventing sexual and workplace harassment.
C. Selection of Contractor is expected to achieve the desired results in an
expedited and competent fashion.
D. Contractor has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in Exhibit "A", which is attached hereto and incorporated by
this reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
and will use reasonable diligence and judgment in providing the services under this
Agreement.
3. DISCLAIMER OF THE PROVISION OF LEGAL SERVICES
Contractor is not engaged in providing legal or other professional advice or services.
The information contained in Contractor's training is not offered for the purpose of
rendering legal advice in any form or matter. Although Contractor strives to ensure the
accuracy and completeness of its training and other services, Contractor is not
responsible for any errors or omissions, or for the failure to report a change in any laws,
decisions, regulations, interpretations, or other pronouncements described in the
training. Laws, regulations, and legal interpretations are continually changing, and the
application of any law, regulation, decision, or policy to any particular fact, situation or
problem should always be reviewed with legal or other professional counsel.
City Attorney Approved Version #04.01 .02
4. NON INFRINGEMENT AND INDEMNIFICATION
Contractor represents and warrants that it has the right to provide the license hereunder
without the consent of any other party and without conflicting with any other agreement
to which it i« a party or which it may be bound, and that Contractor's training software,
the content of its training, and materials relating to the training, when used as
contemplated in this Agreement, do not and will not infringe upon or otherwise violate
any copyright, trade secret, U.S. patent, or any other intellectual or other proprietary
right of any third party. Contractor further agrees to indemnify and defend the City, its
officers ,and employees from and against any and all claims, actions, costs, judgments
or damages of any type alleging that Contractor's training software, the content of its
training, and materials relating to training, that are provided to City under this
Agreement, infringe a copyright, trademark, patent or other intellectual property or
proprietary rights of any third party. Contractor will defend and indemnify City provided
that: (a) City notifies Contractor in writing within 30 days of the claim; (b) Contractor has
sole control of the defense and all related settlement negotiations; and (c) City provides
Contractor with the assistance, information and authority necessary to perform
Contractor's obligations under this Section. Contractor will reimburse City's reasonable
out-of-pocket expenses incurred in providing such assistance. Contractor shall have
no liability for any claim of infringement based on use of a superseded or altered
release of the training software, the content of its training and materials relating to the
training, if the infringement would have been avoided by the use of a current unaltered
release of the training software, the content of its training and materials relating to the
training, which Contractor provides to the City.
In the event Df a breach of this warranty or in the event that City's use of Contractor's
training software, the content of its training, and materials relating to the training is
enjoined by any court or arbitrator of competent jurisdiction, the City's remedy shall be,
at Contractor s option: (a) procurement by Contractor of the right for the City to continue
using the training software, the content of the training, and materials relating to the
training, which do not meet the warranties contained in this Section; (b) replacement of
such training software, the content of the training, and materials relating to the training
with non-infringing materials reasonably satisfactory to the City; (c) modification of such
training software, the content of the training, and materials relating to the training so
that they become non-infringing. If it is not commercially reasonable to perform any of
the above options, then Contractor may terminate the license for the infringing training
software and refund in full the license fees paid for the training software. This Section
states Contractor's entire liability and the City's exclusive remedy for infringement.
5. DISCLAIMER OF WARRANTY
Contractor disclaims all other warranties and conditions, either express or implied,
including, but not limited to, implied warranties of merchantability and fitness for a
particular purpose. Other than with respect to the indemnification obligations of
Section 4 above or in the event of a License Violation under Sections 16 or 19 in no
event shall either party be liable for any indirect, incidental, special, or consequential
City Attorney Approved Version #04.01.02
damages which may arise from the use of Brightline's training. Other than for a
License Violation, both parties' liability with respect to this Agreement shall be limited to
the total compensation for the services provided under this Agreement and shall not
include any contingent liability.
6. TERM
The term of Fhis Agreement will be effective for a period of three years from the date first
above written.
7. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be $10,575.00 plus an annual hosting fee of $295. No other compensation for the
Services will be allowed except for items covered by subsequent amendments to this
Agreement. Incremental payments, if applicable, should be made as outlined in
attached Exhibit "A".
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor arid in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement.
9. SUBCONTRACTING
Other than outsourcing customizations, Contractor will not subcontract any portion of
the Services without prior written approval of City, whose consent shall not be
unreasonably withheld. If Contractor subcontracts any of the Services, Contractor will
be responsible to City for the acts and omissions of Contractor's subcontractor and of
the persons employed by the subcontractor, as Contractor is for the acts and omissions
of persons directly employed by Contractor. Nothing contained in this Agreement will
create any contractual relationship between any subcontractor of Contractor and City.
Contractor will be responsible for payment of subcontractors. Contractor will bind every
subcontractor and every subcontractor of a subcontractor by the terms of this
City Attorney Approved Version #04.01.02
Agreement applicable to Contractor's work unless specifically noted to the contrary in
the subcontract and approved in writing by City.
10. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
11. INDEMNIFICATION
Contractor agrees to indemnify and defend the City and its officers, officials, employees
and volunteers from and against all claims, damages, and expenses including
reasonable attorney's fees arising out of the performance of the work caused in whole
or in part by any willful misconduct or negligent act or omission of the Contractor.
Contractor will defend and indemnify City against a claim provided that: (a) City notifies
Contractor in writing within 30 days of the claim; (b) Contractor has sole control of the
defense and all related settlement negotiations; and (c) City provides Contractor with
the assistance, information and authority necessary to perform Contractor's obligations
under this Section. Contractor will reimburse City's reasonable out-of-pocket expenses
incurred in p'oviding such assistance.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
12. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than "A-:V".
12.1 Coverages and Limits.
Contractor w II maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
12.1.1 Commercial General Liability Insurance. $1.000.000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
City Attorney Approved Version #04.01.02
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
12.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
12.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
12.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
12.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
12.2.1 The City will be named as an additional insured on General
Liability.
12.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
12.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
12.3Providinci Certificates of Insurance and Endorsements. Prior to City's execution of
this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchasa replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments meide by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
City Attorney Approved Version #04.01.02
12.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
13. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
14. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City, at Contractor's premises, during normal business hours to
examine, audit, and make transcripts or copies of records and any other documents
created pursuant to this Agreement. In no event shall the City audit Contractor more
than once per year. Contractor will allow inspection of all work, data, documents,
proceedings, and activities related to the Agreement for a period of three (3) years from
the date of final payment under this Agreement.
15. OWNERSHIP OF PROPERTY
Contractor grants City a non-exclusive and non-transferable license to use its training
software, the content of its training, and materials relating to the training for the time
period and the purposes specified in Exhibit A. Contractor's training software, the
content of its; training, and materials relating to the training shall remain the property of
Contractor. Contractor shall retain all common law, statutory, intellectual property,
copyright, and other reserved rights in its training software, the content of its training,
and materials relating to the training, including any software that is installed on the
City's computers or servers. No work product will be created pursuant to this
Agreement.
16. LIMITATION ON DISTRIBUTION
Contractor's training software, the content of its training, and materials relating to the
training may not, in whole or in part, be distributed, copied, given, shared, rented, or in
any way provided to third parties. Contractor's training software, the content of its
training, and materials relating to the training shall not be decompiled, disassembled, or
reverse engineered by the City or any other party, for any purposes whatsoever. A
violation of the terms of this section shall be deemed a "License Violation."
17. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For City: Name: Harriet Gerza
Title: Human Resources Manager
Department: Human Resources
City Attorney Approved Version #04.01.02
City of Carls bad For Contractor:
1 635 Faraday Ave Name; Andrew FoQse
Carlsbad, CA 92008 Tjtle: Co_CEQ
Phone No. /'60-602-2437
Suite 204
Washington, DC 20036
Phone No. 202-639-9500
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
18. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required
of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep informed of mandatory and applicable federal, state and local laws
and regulations which in any manner affect those employed by Contractor, or in any
way affect the performance of the Services by Contractor. Contractor will at all times
observe and comply with these mandatory and applicable laws, and regulations and will
be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
20. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
City Attorney Approved Version #04.01 .02
21. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce suci questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager and a Senior official of Contractor. The City Manager and the Senior official of
Contractor will consider the facts and solutions recommended by each party and may
then opt to direct a solution to the problem. Senior officials representing both parties will
meet and attempt to resolve the Dispute. Nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
The City acknowledges that any transfer or use of the Licensed Content in violation of
this Agreement (each a "License Violation") may cause irreparable harm to Contractor
that cannot adequately be addressed by money damages. Accordingly, in addition to
any other rights or remedies Contractor then may have, in the event of a License
Violation, Contractor, at its option and in its sole and absolute discretion, may seek to
specifically enforce the provisions of this Agreement in any court of competent
jurisdiction and shall be entitled to injunctive relief in order to prevent such License
Violation or any continued License Violation.
22. TERMINATION
Should either party commit a material breach of its obligations under this Agreement,
the other parly, at is option, may terminate this Agreement for cause by thirty (30) days
written notice of termination, which notice shall identify the basis for such termination,
unless the breach is cured during that period... Upon notification of termination,
Contractor has a reasonable time to deliver any documents owned by City...
Contractor will be paid for work performed to the termination date; however, the total will
not exceed the lump sum fee payable under this Agreement.
23. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
City Attorney Approved Version #04.01.02
8
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
24. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be; asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq.. the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any pubic work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
25. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
26. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement nor any part of it nor
any monies cue or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
27. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
28. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
City Attorney Approved Version #04.01.02
(Remainder of Page Intentionally Left Blank)
CONTRACTOR CITY OF CARLSBAD, a municipal
corporatiqp of the State of California
/Lds-tZ^ &>>olp
"By:
(sign here)City Manager or Mayor
(print name/title)
faj t> ""i f\ k-j- d
(e-mail address)
*By:
(sign here)
7 <<^,&4s+.
(print name/title)
(e-mail address)
If required by City, proper notarial acknowledgment of execution by
must be attached. If a Corporation. Agreement must be signed by one corporate
officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the officer(s) signing to bind the
corporation.
APPROVED AS TO FORM:
Deputy City Attorney
my presence, this
a Notfitf PUUiC
10
City Attorney Approved Version #04.01.02
EXHIBIT "A"
SCOPE OF SERVICES
Exhibit A to the Agreement between Brightline Compliance, LLC ("Brightline")
and City of Carlsbad, CA (hereinafter "Client" solely for purposes of this Exhibit
and referenced Attachments).
Licensed Content
The license provided by Brightline entitles Client to use the following courses
(collectively, "Licensed Content") up to the number of "course uses" described
below:
1. Preventing Workplace Harassment - Initial Course/Non-Supervisors
("PWH-IC/NS")
2. Preventing Workplace Harassment - 2005-2006 California Supervisor's
Ecition ("PWH-CA 2005-2006");
3. Preventing Workplace Harassment - 2006 Refresher Course/Supervisors
("PWH-Refresher 2006/S");
4. Preventing Workplace Harassment - 2006 Refresher Course/Non-
Supervisors ("PWH-Refresher 2007/NS");
5. Preventing Workplace Harassment - 2007 Refresher Course/Supervisors
("PWH-Refresher 2007/S");
6. Preventing Workplace Harassment - 2007 Refresher Course/Non-
Supervisors ("PWH-Refresher 2007/NS");
7. Preventing Workplace Harassment - 2007-2008 California Supervisor's
Edition ("PWH-CA 2007-2008");
8. Preventing Workplace Harassment - 2008 Refresher Course/Supervisors
("PWH-Refresher 2008/S");
9. Preventing Workplace Harassment - 2008 Refresher Course/Non-
Supervisors ("PWH-Refresher 2008/NS");
• PWH-lnitial Course (non-supervisor version) will address sexual
harassment and harassment based on other legally protected
characteristics (e.g., race, religion, disability, age, and national origin).
• PWH-CA 2005-2006 will provide training that is designed to meet the
specific content and time requirements of AB 1825. In addition, it will
provide instruction on characteristics other than sex protected by federal
law.
• PWH-Refresher 2007 (supervisor and non-supervisor versions) will
address harassment based on a variety of federally protected
characteristics.
City Attorney Approved Version #04.01.02
11
• PWH-CA 2007-2008 will provide two hours of new instruction on sexual
harassment prevention and related subjects required by AB 1825.
• PWH-Refresher 2008 (supervisor and non-supervisor versions) will
address harassment based on a variety of federally protected
characteristics.
Delivery Schedule and Launch Date
Client will provide all necessary customization inputs by November 1, 2006.
Brightline will deliver the Initial Course for review by December 1, 2006, or within
30 days of receiving all necessary customization inputs from Client, whichever is
later. For the purposes of interpreting this Agreement, the Launch Date is
December 1, 2006. Brightline will deliver each refresher course on the
anniversary of the Launch Date.
Scope of License
During the License Term, Client may provide access to the Licensed Content for
up to a cumulative total of 150 "course uses" per year (as defined hereunder). If
Client's usage exceeds 150 course uses per year over the three-year period,
Client shall pay Brightline an additional license fee. The additional license fee
shall be calculated by multiplying the number of course uses in excess of 150 per
year times $25.25.
A "course use" is defined to occur when any authorized user accesses any of the
Licensed Content by logging into a course at least once. If an authorized user
accesses two different courses during the license term, two course uses shall be
counted toward the total of course uses granted under this license, with the
exception that, (i) if an authorized user enters both PWH-lnitial Course and PWH-
CA 2005-2006 or (ii) PWH-Refresher 2007 and PWH-CA 2007-2008, it will count
as only one course use.
Course Content
Customizations
Client may make Standard Customizations by providing the required
customization inputs to Brightline. Standard Customization inputs, including the
electronic format required, are described in Attachment 1 that will be provided by
Brightline. There is no additional fee for Standard Customizations.
Notification to Employees and Tracking of Course Completion
Client sha I be responsible for notifying its employees that the training is available
for their use. Client will be able to run reports from the course database to
determine which employees have completed the training.
City Attorney Approved Version #04.01.02
12
Technical Assumptions
Brightline assumes that Client will ensure that its employees have access to the
computer equipment and Internet connection necessary to take the web-based
training. Client's server(s) and/or computers used to deliver the training will meet
the minimum specifications contained in Attachment 2.
Installation and Hosting
Client would like Brightline to host the course,
annual fese of $295.00 will be charged for hosting.
Consequently, an additional
License Fee
Brightline; offers the license described above at a price of $10,575.00. Any
charges for supplemental services, including hosting, requested by Client as
provided in this Exhibit A or in the Agreement are in addition to this basic fee.
Payment Schedule
Payment One
Due October 20, 2006
Payment Two
Due October 20, 2007
Payment Three
Due October 20, 2008
$ 7402.50 (License Fee)
$ 295.00 (Hosting Fee)
Total: $7,697.50
$2,115.00 (License Fee)
$ 295.00 (Hosting Fee)
Total: $2,410.00
$ 1057.50 (License Fee)
$ 295.00 (Hosting Fee)
Total: $1,352.50
Late Fees
All payments not made when due shall be subject to late charges of the lesser of
(i) one ard one-half percent (1.5%) per month of the overdue amount or (ii) the
maximum amount permitted under applicable law.
13
City Attorney Approved Version #04.01.02
Attachment 2
Brightline Compliance - Online Courses
Computer System Requirements
Client-side (learner) requirements:
Computer
PC: Pentium II 400 MHz or higher
64 MB of RAM or higher
Sound card with speakers or headphones (recommended)
Operating System: Windows 95, 98, 2000, NT (SP4 or 6), XP
Apple: G3, 300MHz or higher
64 MB of RAM or higher
Sound card with speakers or headphones (recommended)
Operating System: Mac OS 9.1, 9.2, 10.1 +
Display Settings
800X600 minimum screen resolution
Web Browser
Windows (PC):
Internet Explorer version 5.0 or higher
Netscape Navigator version 6.0 or higher
Firefox version 1.5 or higher
Mac OS (Apple):
Netscape Navigator 6.0 or higher
Safari version 1.3 or 2.0
Web Browser Settings
Macromedia Flash Player version 7 or higher installed
JavaScript enabled
Pop-up blockers disabled
Cookies enabled
Internet Connection
Any "high speed" Internet connection (e.g. DSL, Cable, T1)
56k dial-up modem with at least 36K actual connection speed
Notes:
Browsers should have latest security and other patches applied for any given version.
Future technologies and version releases (OS, browser, etc.) after the date of this agreement
cannot be filly anticipated and are not guaranteed to be compatible.
Brightline reserves the right to modify these minimum requirements or provide alternatives at any
time.
City Attorney Approved Version #04.01.02
14
Attachment 1
I. Standard Customizations to Preventing Workplace Harassment
A. An audio message from a high-ranking official of Client's choice
welcoming employees to the course,
B. photos of Client's worksites and employees,
C. Cl ent's policy on harassment of employees,
D. Client's points of contact for receiving complaints of harassment,
E. Client's policy on employees dating other employees,
F. Ar active Q&A feature that allow employees to ask anonymous questions
(provided Brightline hosts the course on its servers; if Client's hosts the
course, this functionality will depend on the capability of the LMS used),
and
G. Client's name and logo on each page of the course.
II. Non-Standard Customizations
A. Client has opted for standard Customizations only.
City Attorney Approved Version #04.01.02
15