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HomeMy WebLinkAboutP-24-606 New Horizons Learning.pdf CO,U County of Fresno �+ INTERNAL SERVICES DEPARTMENT 10 Facilities• Fleet• Graphics• Purchasing •Security•Technology O� 185�O �R-V,S PROCUREMENT AGREEMENT Agreement Number P-24-606 November 27, 2024 New Horizons Learning LLC 707 Landa Street New Braunfels, TX 78130 The County of Fresno (County) hereby contracts with New Horizons Learning LLC (Contractor)to provide IT Training in accordance with the text of this agreement, Attachment"A", and State of Arizona Contract Number CTR068727 by this reference made a part hereof. TERM: This Agreement shall become effective November 27, 2024 and shall remain in effect through November 26, 2025. EXTENSION: This Agreement may be extended for four(4)additional one (1)year periods by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by Internal Services Department— Information Technology under this contract. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of One Hundred Fifty Thousand Dollars ($150,000.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 *The County of Fresno is an Equal Employment Opportunity Employer* PROCUREMENT AGREEMENT NUMBER: P-24-606 Page 2 New Horizons Learning LLC November 27, 2024 INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45)days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30)days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Contractor shall indemnify and hold harmless the Company from and against any suits, costs, liability, claims, damages,judgments, or expenses, including attorneys' fees, resulting from a claim that(i)the Deliverables or other services provided under this Contract infringes a copyright, patent, trademark, or other proprietary right, or constitutes misuse of a trade secret or confidential information belonging to a third party; or(ii) any breach of the terms or covenants contained in this Agreement. Further, Contractor will defend at its own expense any suit or proceeding brought against the Company alleging such infringement, misuse or arising out of a breach of this Agreement. If, in any suit, action, proceeding or claim relating to the foregoing, a temporary restraining order or preliminary injunction is granted, New Horizons Learning LLC shall make every reasonable effort to secure the suspension of the injunction or restraining order. If, in any such suit, action proceeding or claim, the IT Learning Services or any part, combination or process thereof, is held to constitute an infringement and its use is enjoined, New Horizons Learning LLC shall immediately (a) pay the reasonable direct out-of-pocket costs and expenses to secure a license to use such infringing work or modify the same so that it becomes non-infringing, and (b) make every reasonable effort to secure for the County a license, at no cost to County, authorizing County's continued use of infringing work. If New Horizons Learning LLC is unable to secure such license within a reasonable time, New Horizons Learning LLC, at its own expense and without impairing performance requirements of the IT Learning Services, shall either replace the affected work, or part, combination or process thereof, with non-infringing components or parts or modify the same so that they become non-infringing. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial general liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as P-24-606 New Horizons Learning.docx PROCUREMENT AGREEMENT NUMBER: P-24-606 Page 3 New Horizons Learning LLC November 27, 2024 primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. C. Professional Liability: Professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must be prior to the date on which services began under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. D. Worker's Compensation: Workers compensation insurance as required by the laws of the State of California with statutory limits. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30)days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty(30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Internal Services Department—IT, 333 W. Pontiac Way, Clovis, CA 93612, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. P-24-606 New Horizons Learning.docx PROCUREMENT AGREEMENT NUMBER: P-24-606 Page 4 New Horizons Learning LLC November 27, 2024 COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement(excluding Attachment"A"), and (2)Attachment"A". GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1)a digital signature; (2)a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. P-24-606 New Horizons Learning.docx PROCUREMENT AGREEMENT NUMBER: P-24-606 Page 5 New Horizons Learning LLC November 27, 2024 This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Susan Walker, Purchasing Technician, at 559-600-7111 or suwalker@fresnocountyca.gov. FOR THE COUNTY OF FRESNO ligitckburn Riley Blackburn Dateal 024.1202ly signedy15:50:1Riley 3a08'00' Riley Blackburn Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 P-24-606 New Horizons Learning.docx PROCUREMENT AGREEMENT NUMBER: P-24-606 Page 6 New Horizons Learning LLC November 27, 2024 CONTRACTOR TO COMPLETE: Company: New Horizons Learning, LLC Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑■ Limited Liability Partnership ❑ Corporation ❑ General Partnership 707 Landa ST New Braunfels TX 78130-6113 Address City State Zip 830-632-3340 N/A ar@newhorizons.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Gregory S.Pierce,VP of Legal&General Counsel Michael McCay, Chief Financial Officer Title: Print Name &Title: Gregory S °{'' y1.9nebby—g°"s`aa°„°°,° MgCallysignedbyMichael GregoryC °"aw" Michael McCay y .A b8 General Ceunsel, Pierce zoza°z iso�s°sio°s`o Date:2024.12.0211:44:44 Signature: Signature: -05'00' ACCOUNTING USE ONLY ORG No.: 8905 Account No.: 7309 Requisition No.: 8905250293 (7/2024) P-24-606 New Horizons Learning.docx f Contract Number P-24-606 Attachment "A" New Horizons Learning LLC Page 1 of 5 11/26/2024 �,, New Horizons R 6 00 10 low rl r Learning Credits Proposal & Order Acknowledgement Created For: The County of Fresno Created By: Maddie O'Callaghan Major Account Manager Maddie.ocallaghan@newhorizons.com Contract Number P-24-606 Attachment "A" New Horizons Learning LLC Page 2 of 5 11/26/2024 -00 New Horizons° Learning Credit Proposal and Order Acknowledgement Customer • • Customer Name: The County of Fresno Address: 333 W. Pontiac Way City,State&Zip: Clovis,CA 93612 Contact Name: Nicholas Llanos Phone: 559.600.5832 Email: nllanos@fresnocountyca.gov Initial Term: The initial term of this Agreement shall commence on 11/27/2024 and continue for one(1)year(the"Initial Term"). 2024 Learning Creditand New Horizons • • Number of Learning Credits Purchased $30,000.00 New Horizons Subsidy% 50% [2024 Promotion Only] Number of New Horizons Subsidy Credits Provided $15,000.00 Total Number of Learning Credits on Account $45,000.00 Total Invoice Amount $30,000.00 Annual Renewal 1. Are#e•+"c Renewal: Upon expiration of the Initial Term, this Agreement shall renew for up to four(4) additional one (1)-year terms (each a "Renewal Term"), unless either Party provides written notice of non-renewal at least 30 days prior to the expiration of the then-current term. Agreement will renew with an investment of$30,000 from The County of Fresno and a New Horizon subsidy of 25%. 2. Renewal Conditions: Each Renewal Term shall be subject to the terms and conditions of this Agreement unless otherwise agreed in writing by both Parties. 3. Termination Rights: Either Party may terminate this Agreement at the end of the Initial Term or any subsequent Renewal Term by providing written notice. 4. Adjustments During Renewal:The Parties agree that any adjustments to pricing, terms, or scope for a Renewal Term shall be negotiated and mutually agreed in writing no later than 30 days prior to the commencement of the Renewal Term. Scope of Individual enrollments or dedicated events for Instructor Led Training from our Learning Credit Eligible Course catalogue: https://www.newhorizons.com/eligible Page 2 of 5 Contract Number P-24-606 Attachment "A" New Horizons Learning LLC Page 3 of 5 11/26/2024 1.0 New Horizons" Learning Credit Proposal and Order Acknowledgement CreditLearning • • Details Customer Investment Subsidy $10,000-$24,999 10% $25,000-$49,999 25% $50,000-$74,999 33% $75,000-$99,000 40% $100,000+ 50% f Program Details • Your organization will purchase New Horizons Learning Credits and in turn,we will add additional Learning Credits to your account. The more Learning Credits you buy,the more we add. This investment will provide an easy way to request classes all year round and avoid the administrative costs of individual purchases. • Learning Credits can be used to meet the needs of each learner on your team. Whether that is enrollment into one of the hundreds of classes on our public schedule,to purchase an e-learning library or to fund a private team training event,you are in control of how your credits are used. • The remainder of this document outlines the specifics of Learning Credits. We appreciate your consideration of our proposal and look forward to partnering with you to achieve your learning and professional development objectives. • Conditions • For every one dollar invested by the customer,the customer purchases one Learning Credit. • Each subsidy Learning Credit provided by New Horizons is also worth one Learning Credit. • All Learning Credits expire one year from the date of invoice. • Invoices are sent at the time of signature of this agreement and payment terms are Net-45. • Customer Learning Credits will be utilized prior to utilizing any Subsidy Credits. • All solutions are deducted from Learning Credits at retail rates for all eligible classes and products. • No additional discounts will be offered. • All sales are final. If you need to cancel any part of this training engagement,we will collaborate to apply the value of the investment as a credit on your account for future use. • Sales tax will be added to the invoice,where required by law. • Learning Credits can be used for enrollments into our public schedule, private delivery of our courses,e- learning libraries,available practice exams,assessments, and exam vouchers. • A complete list of eligible products can be found on our website at www.newhorizons.com/eligible. Note that some courses listed are only available for private delivery. • Products found on our website, but not listed as eligible,can also be funded with Learning Credits. These products will be deducted at retail, plus an amount equal to the percentage of subsidy provided on page two. Page 3 of 5 Contract Number P-24-606 Attachment "A" New Horizons Learning LLC Page 4 of 5 11/26/2024 -1.0 New Horizon s Learning Credit Proposal and Order Acknowledgement • Private Events are deducted at the per-student retail price found on our website with a minimum deduction of 8 students. • All delivery must be completed by expiration date. • All exam vouchers must be requested by expiration date. • Travel for in-person private events will be deducted from the Learning Credit Account at our cost, plus an amount equal to the percentage of subsidy provided above. • Learning Credits cannot be used for pre-discounted products(e.g. Corporate Tech Pass or Corporate Membership)or managed learning services projects such as Curriculum Design,Consulting, or Staff Augmentation. • Additional Learning Credits can be purchased within 6 months of this agreement and will be subsidized at the same percentage. Excludes promotional pricing. • Cancellation and No-Show Policy o Public Enrollments: Should you need to cancel or reschedule, please notify New Horizons more than (10) business days in advance of your scheduled class. If a customer cancels less than (10) business days prior to the scheduled training date,or does not show,the Learning Credits will be deducted for the total amount due. o Private Events: The cancellation policy for private events varies by event type. Most require notice of(35)or more days to cancel. Private Events cancelled in fewer days as described here or not attended without notice will result in a full deduction of Learning Credits. • Late Arrivals to Public Enrollment Classes: Students arriving more than 15-minutes late to class may forfeit their seat to a standby student. To allow for the highest quality experience for all students,any students arriving more than 30-minutes late to class may not be admitted. Late arrivals of 30-minutes or more,that are not admitted to class, are subject to our no-show policy. • Class Retakes for Public Enrollment Classes: Many, but not all our classes,offer a complimentary retake for up to 6-months after the original date of class. If the retake requires updated courseware or labs, an additional charge may apply. • Class Recordings: Many, but not all our classes, are recorded. If a class is recorded,the recording is available to access in our LMS for up to 3-months from the date of class completion. • This agreement confirms that the signer has read and agrees to comply with the policies and terms information located on all pages of this document, is authorized to sign on behalf of the Customer and that no other terms written,or verbal are valid. Page 4 of 5 Contract Number P-24-606 Attachment "A" New Horizons Learning LLC / Page 5 of 5 11/26/2024 -;4 New Horizons° Learning Credit Proposal and Order Acknowledgement Customer to Complete this Section: Accounts . • le Contact Contact Name Phone Number Email Address ISD-IT Business Office isdbusinessoffice@fresnocount),ca.gov Billing Address Billing Suite Billing City,State Zip Code 333 W. Pontiac Way Clovis, CA 93612 Method of Payment ❑ Credit Card Payment link will be sent with the invoice. ❑ Purchase Order Please include a copy of Purchase Order. ❑ ACH or Wire Banking Information can be requested from your Account Manager. ❑ Invoice Invoice sent via email. Net-45 Payment Terms from the date of invoice. Payment Remit to Address: PO Box 679244, Dallas Texas 75267-9244 g Customer Acceptance and Approval to Invoice Rile 7r ysigne y 0 ackburn Authorized Signature: y Date,2024.11.26 09:00:05 Title: Blackburn -08'00' Purchasing Manager Printed Name: Riley Blackburn Date: 11/26/2024 Only Manager Approval: �,1�g (�{J� Date: 11/19/2024 Page 5 of 5