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HomeMy WebLinkAboutC-7186-1 - Master Services Agreement (for Learning Software)9 RFLIAS !L.F-.ARNING 00 MASTER SERVICES t� AGREEMENT V THIS MASTER SERVICES AGREEMENT ("Agreement") is made and entered into as of this 31st day of August, 2017 ("Effective Date), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City or "Client"), and RELIAS LEARNING LLC, a California limited liability company ('Consultant" or "Company'), whose address is 111 Corning Road, Suite 250, Cary, North Carolina, and is made with reference to the following: KEY DEFINITIONS 'Agreement" or'MSA' means this Master Services Agreement, Ordering Documents(s), Statement(s) of Work and such other documents, attachments and exhibits that the parties' authorized representatives mutually agree to in writing. "Ordering Document' means the document(s), regardless of actual name, executed by the parties from time to time, which incorporates by reference the terms of this Agreement and describes order -specific information such as description of Subscription Services and/or Professional Services ordered, Subscription Metrics, fees, and other business terms, attached hereto as Exhibit A. "Statement of Work" or"SOW means the document(s) executed by the parties from time to time, which incorporates by reference the terms of this Agreement and is used in lieu of an Ordering Document to describe a set of work, timeline, and cost estimate for Professional Services "Company" means Relies Learning LLC. "Client"means the business entity named on the Ordering Document and receiving Subscription Services under this Agreement. "LMS" means Company's proprietary learning management system and other software access provided in connection with Subscription Services, including the Documentation, modifications, enhancements and new versions thereof. "Content"means materials provided or posted by Company in connection with the Subscription Services, including training courses, tests, assessments, surveys, text, images, graphics, audio and sound recordings, and videos and modifications, enhancements, or new versions thereof. "Subscription Services" means collectively the LMS Software and any purchased Content accessed through the Site. "Site" means the web interface at a URL designated by Company. "Professional Services" means consulting, implementation, training or other professional services to be performed by the Company described in the attached Implementation Level document, or in one or more additional Ordering Documents mutually agreed to by the parties in writing. "Project Manager" means the implementation consultant assigned by Company to manage the creation and implementation of the Subscription Services for Client. "Users" means those persons who (a) have been authorized by Client to access and use the Subscription Services for training and education purposes; (b) have complied with any registration requirements reasonably required by Company and have been issued a personal and unique User ID and Password to access and use the Subscription Services. Only current employees and independent contractors of Client are eligible to be "Users". "Subscription Metrics" means each of the per-unit metrics specified in the Ordering Documents to describe the scope of Client's right to use each of the Subscription Services, such as the maximum number of Users, restricted Users, Content type, and the like. "Intellectual Property" means any and all intellectual property rights, recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, including without limitation inventions, technology, patent rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, various concepts, ideas, methods, models, templates, software, source code, algorithms, the generalized features of the structure, sequence and organization of software, User interfaces and screen designs, general purpose consulting and software tools, utilities and routines, logic, coherence and methods of operation of systems, training methodology and materials, which Company has created, acquired or otherwise has rights in, and may, in connection with the performance of Subscription Services or Professional Services hereunder, create, employ, provide, modify, create, acquire or otherwise obtain rights in, USE RIGHTS 21 Grant of Use. Subject to the terms of the Agreement. Company grants to Client the right to access and use the LMS and, if purchased, all Content described in the Ordering Document, solely for its internal business purposes and solely in connection with the personal training and education of Users. Each User shall use Content for his/her personal education and training purposes only. 22 Authorized Users. Client shall provide Company with the required demographic data for all Users in the specified electronic format provided by Company to complete the initial registration process. Periodic additions of Users, within the Subscription Metrics, may be done manually or using the specified electronic format to bulk upload Users into the LMS. Client agrees not to activate and deactivate Users repeatedly as a method of keeping the number of Users within range of the Subscription Metrics stated in the Ordering Document. Company will routinely monitor the system for patterns of activation/deactivation that are outside the range of what would be expected with normal use. 23 Acceptable Use. Client and all Users shall use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. Client agrees and shall ensure that Users agree not to post or upload any content or data which (i) is libelous, defamatory, obscene, pornographic, abusive, (Revision 2017.08.241 Page i of 7 MASTER SERVICES AGREEMENT harassing or threatening; (ii) contains computer viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (iii) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (iv) otherMse violates any applicable law. Client further agrees and shall ensure that Users agree not to interfere or disrupt networks connected to the Subscription Services, not to interfere with another entity's use of similar services and to comply with all regulations, policies and procedures of networks connected to the Subscription Services. Company may remove any violating content posted on the Subscription Services or transmitted through the Subscription Services without notice. Company may suspend or terminale any Users access to the Subscription Services in the event that Company reasonably determines that such User has violated the terms and conditions of this Agreement. 24 Restrictions. Client shall not itself, or through any affiliate, employee, contractor, agent or other third party (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Subscription Services, the Site or access thereto; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the LMS, in whole or in pal, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Site or the Content to any User other than those who have authorization to access; (iv) write or develop any derivative works based upon the LMS; or modify, adapt, translate or otherwise make any changes to the LMS or any part thereof; (vi) use the Subscription Services to provide processing services to third parties, or otherwise use the same on a'service bureau' basis; (vii) disclose or publish, without Companys prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Subscription Services; or (viii) remove from any Content or other materials owned by Company identification, patent, copyright, trademark or other notices. Proprietary notices, including vdthout limitation patents, copyrights and trademarks notices, as well as disclaimer notices, must be reproduced on any such authorized copies. 3. SUBSCRIPTION SERVICES 31 Environment. The Subscription Services will be hosted on a server that is maintained by Company or its designated third party. User access tothe Subscription Services is provided through the Site. Client is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the Site, including but not limited to Internet access and telecommunications infrastructure network with adequate bandwidth. 32 Availability. Company shall use commercially reasonable efforts to make the Subscription Services available 247, except for scheduled downtime events where notice is provided to Client, emergency downtime events, or Internet service provider failures or delays. Company will use commercially reasonable efforts to perform scheduled downtime events outside of normal business hours. Client acknowledges that the Subscription Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications; Company is not responsible for any delays, delivery failures, or other damage resulting from such problems. 33 Content. Content purchased, if any, shall be provided by Company in the LMS. Client is responsible for selecting which Content will be available to authorized Users. Company continuously reviews and updates Content based on an ongoing needs analysis. The enclosed "Corrections Essentials" is hereby incorporated into the Agreement as Exhibit B as a list of current course offerings in the "Correction Essentials" Library effective as of August 24, 2017. Company reserves the right, at Company's sole discretion and without notice to Client,to add, revise, or withdraw from its Content any item or part of an item listed in Exhibit B. 34 Administrator. Client shall designate Custody Supervisor Bob Yamada as a primary contact who shall function as the liaison to Company and who shall be trained by Company so that the administrator shall be able to train and support Users on the use of the Subscription Services ("Administrator"). The Administrator shall be the primary interface with Company on all issues related to the Subscription Services. 35 Passwords. Client is responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized User. Client is entirely responsible for any and all activities that occur under its account. Client shall immediately notify Company of any unauthorized use or any other breach of security known to Client. Company shall have no liability for any loss or damage arising from Client's failure to comply with these requirements. 36 Client Data. Client shall be solely responsible for the accuracy, quality, integrity and legality of data, Modified Content, and Proprietary Content uploaded in the LMS by Client. Client shall own, subject to the provisions of section 7, or shall obtain all proprietary rights necessary, including copyrights, patents, and trade secrets, in and to any content or data it develops or uploads for use in the LMS. Client authorizes Company and the data center to serve as the host and repository for the data Client enters into the LMS. 37 Changes. Company reserves the right to add and/or substitute functionally equivalent products in the event of product unavailability, end -of -life, or changes to software requirements. Company regularly updates the Subscription Services, meaning that such Subscription Services are continually evolving. Some of these changes will occur automatically, while others may require Client to schedule and implement the changes. 4. PROFESSIONAL SERVICES 41 Statements of Work; Change Orders. Company will perform Professional Services according to the Ordering Document as the parties may agree to in writing from time to time. Either party may propose a change order to add to, reduce, or change the Professional Services ordered. Each change order shall specify the change(s) to the Professional Services, the time to perform the Professional Services, and the fees owed to Company, due to the change. Once executed by both parties, a change order shall become a part of the Ordering Documents. 42 Cooperation. Client shall provide Company with good -faith cooperation and access to such information, facilities, personnel and equipment as Company may reasonably require in order to provide the Professional Services. Client acknowledges that Company's performance is dependent upon the timely and effective completion of Client's responsibilities hereunder and Client's timely decisions and approvals in connection with the Professional Services. Company shall be entitled to rely on all such decisions and approvals. 5. FINANCIALTERMS. 51 Fees and Payment Terms; Taxes. Fees and payment terms are specified in the applicable Ordering Document, and not to exceed a total of $10,810.05. All payments made hereunder shall be in US Dollars. Company may, after the first twelve (12) months of the initial term, and not more than once in a twelve (12) month period, modify the fees for Subscription Services upon sixty (60) days written notice, provided that such modification shall not exceed a rate of five percent (5%). Unless otherwise specified in the Ordering Document, payment of all fees is due thirty (30) days after the invoice date. Interest accrues on past due balances at the lesser of 1 %2% per month or the highest rate allowed by law. Failure to make timely payments shall be a material breach of the Agreement and Company will be entitled to suspend any or all services hereunder upon thirfy(30) days written notice to Client and/or to modify the payment terms, and to request full payment before any additional performance is rendered by Company. Unless expressly provided otherwise, prices do not include taxes. Client agrees to pay any federal, state or local sales, use, personal property, excise taxes or other taxes arising out of this Agreement. [Revision 2017.08.241 Page 2 of 7 MASTER SERVICES AGREEMENT 52 Subscription Metrics. Client understands and agrees that (i) all fees are based on the Subscription Metrics purchased and that (ii) unless expressly stated otherwise in the Ordering Document, the quantity(ies) of Subscription Metrics provided in the initial Ordering Document represent minimum amounts that Client has committed to for the Subscription Service Term (as defined in section 10.2). Additional Subscription Metrics must be purchased in units with a minimum often (10) in the event actual use exceeds the licensed quantity, at Company's then- current fees. Additional Subscription Metrics, if any, are prorated for the remainder of the then - current Subscription Services Term of the applicable Ordering Document. There shall be no fee adjustments or refunds for any decreases in usage during Subscription Services Term. 53 Professional Services, Additional Professional Services may be provided on a time and materials ('T&M') basis at the Company T&M rates in effect at the time the Professional Services are performed or on a fixed fee basis, as indicated in a duly executed Ordering Document. On a T&M engagement, if an estimated total amount is stated in the Ordering Document, that amount is solely a good -faith estimate for Client's budgeting and Company's resource scheduling purposes and not a guarantee that the work will be completed for that amount. On a fixed fee engagement, Professional Services purchased must be used within, and prices quoted are valid for, the time period specified in the Ordering Document. Hours that are not used or have expired are non-refundable. 54 No Contingencies. Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Company regarding future functionality or features. CONFIDENTIALITY. 6,1 Confidential Information. Each party hereby agrees that it will not use or disclose any Confidential Information received from the other party other than as expressly permitted under the terms of this Agreement or as expressly authorized in writing by the other party. "Conffdentiallnformation' means any and all information disclosed by either party to the other which is marked 'confidential" or "proprietary or which should be reasonably understood by each party to be confidential or proprietary, including, but not limited to, the terms and conditions (but not the existence) of this Agreement, all trade secrets, Intellectual Property as well as results of testing and benchmarking of the Subscription Services. Each party will protect the other party's Confidential Information from unauthorized dissemination and use the same degree of care that each such party uses to protect its own confidential information, but in no event less than a reasonable amount of care. Company may use, for purposes outside of this Agreement, anonymous, de -identified data; however, Company agrees not to use or disclose this information to the extent prohibited by applicable law. Information shall not be considered Confidential Information to the extent, but only to the extent, that the receiving party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving party; (ii) was lawfully in the receiving partys possession before receipt from the disclosing party without a duty of confidentiality; (iii) is lawfully obtained from a third party who has the right to make such disclosure on a non -confidential basis; or (iv) has been independently developed by one party without reference to any Confidential Information of the other. fit Compelled Disclosure. A party ('Disclosing Party') may disclose Confidential Information of the other party if it is compelled by law to do so, provided the Disclosing Party gives the other party prior notice of such compelled disclosure (lo the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. 53 The parties acknowledge that, under the terms of this Agreement, Company does not collect or possess Protected Health Information, as defined in 45C.F.R. § 160.103, and that Company shall not be required to execute a Business Associate agreement or similar agreement. Client warrants and represents that it shall not upload in any of the Subscription Services or otherwise provide Company or its suppliers access to any such Protected Health Information, OWNERSHIP. 7.1 All rights not expressly granted in this Agreement are reserved by Company and its licensors 72 Subscription Services. Company and its licensors shall retain sole and exclusive ownership of, and all rights, title, and interest in, Subscription Services and the Site, including without limitation (a) Intellectual Property embodied or associated therein, and (b) all derivative works (subject to the provisions of section 7.5) and copies thereof. 73 Professional Services. Company shall retain all rights, title and interest in and to any and all Intellectual Property used or in any manner employed by Company in the provision of Professional Services. 7A Enforcement. Client shall (i) ensure that all Users of Subscription Services comply with the terms and conditions of this Agreement, (ii) promptly notify Company of any actual or suspected violation thereof and (iii) cooperate with Company with respect to investigation and enforcement of the Agreement. Client shall be solely responsible for all acts and omissions of its Users in connection with their access and use of the Subscription Services. 75 Modified Content; Proprietary Content. Certain Users designated by Client may have authority to modify portions of the Content to meet certain of Client's needs or requirements ('Modified Contenf) or to create unique content to meet certain of Client's needs or requirements ('Proprietary Contenf). In the case of Modified Content, Client shall own the specific modifications made by authorized Users (but not the underlying Content). In the case of Proprietary Content, Client shall own the Proprietary Content created by authorized Users. S. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY. all Each party represents and warrants that it has the legal power and authority to enter into thisAgreement. S2 LMS. Company warrants that the LMS will operate in all material respects in conformity with the functional specifications described in the Documentation. 'Documentation' means the LMS User instructions, release notes and on-line help files in the form generally made available by Company to its customers, as updated from time to time by Company. If the LMS does not perform as warranted and there is a material failure of the LMS to conform to its functional specifications described in the Documentation that is reported by the Client to, and replicable by, Company ('Errors"), Company shall use commercially reasonable efforts to correct Errors. As Client's exclusive remedy for any claim under this warranty, Client shall promptly notify Company in writing of its claim. Provided that such claim is reasonably determined by Company to be Company's responsibility, Company shall, within thirty (30) days of its receipt of Client's written notice, (1) correct such Error; (ii) provide Client with a plan reasonably acceptable to Client for correcting the Error; or (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from Company, then Company or Client may terminate the affected Subscription Services, and Client will be entitled to a refund of the pre -paid portion of the fees paid for the affected Subscription Services. The preceding warranty cure shall constitute Company's entire liability and Client's exclusive remedy for cure of the warranty set forth herein in this Section 8.2. If Client elects not to terminate the Subscription Services, Client waives all rights for the applicable warranty cure set forth herein. Company is not responsible for any claimed breach of any warranty set forth in this section caused by: (i) modifications made to the LMS by anyone other than Company; (ii) Company's adherence to Client's specifications or instructions; (iii) Errors caused by or related to Internet connections; (iv) Client deviating from the LMS operating procedures described in the Documentation; (v) discrepancies that do not significantly impair or affect the operation of the Subscription Service; or (vi) any systems or [Revision 2017.08.241 Page 3 of 7 MASTER SERVICES AGREEMENT programs not supplied by Company a3 Professional Services. Company warrants that the Professional Services will be performed in a workmanlike manner. As Client's exclusive remedy for any claim under this warranty, Client shall notify Company in writing of its claim within thirty (30) days of Company's completion of the applicable services and, provided that such claim is reasonably determined by Company to be Company's responsibility, Company shall re -perform the applicable service. Company's entire liability and Client's exclusive remedy for any breach of the warranty set forth in this section shall be the re -performance of the applicable service. 84 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8, ALL SUBSCRIPTION SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED ON AN 'AS IS AS AVAILABLE' BASIS. COMPANY, ITS LICENSORS, DATA CENTER AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (1) ANY WARRANTY THAT ANY SOFTWARE, DATABASE, CONTENT, DELIVERABLES OR PROFESSIONAL SERVICES ARE ERROR- FREE, ACCURATE OR RELIABLE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED OR WILL COMPLY WITH ANY LAW, RULE OR REGULATION, (ii) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT AND (iii) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY COMPANY, ITS AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY PROVIDED HEREIN, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE CONTENT IS NOT DESIGNED OR INTENDED TO MEET ALL OF ITS OR ITS USERS' TRAINING AND EDUCATIONAL NEEDS OR REQUIREMENTS, INCLUDING TRAINING AND EDUCATION THAT IS REQUIRED UNDER APPLICABLE LAWS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICES PROVIDED HEREUNDER TO ACHIEVE ITS INTENDED RESULTS. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF ALL MODIFIED CONTENT AND PROPRIETARY CONTENT AND SHALL BE SOLELY LIABLE FOR ALL USE OF MODIFIED CONTENT AND PROPRIETARY CONTENT BY ITSUSERS. CUSTOMER ACKNOWLEDGES THAT USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES AND ITS DATA. ACCORDINGLY, COMPANY CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. CUSTOMER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR ANY USERS' COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. CUSTOMER FURTHER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR RESULTS OBTAINED FROM THE USE OF THE SUBSCRIPTION SERVICES, PROFESSIONAL SERVICES, AND FOR CONCLUSIONS DRAWN FROM SUCH USE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SUBSCRIPTION SERVICES ARE NOT INTENDED TO PROVIDE MEDICAL ADVICE, OPINIONS, DIAGNOSIS, OR A SUGGESTED COURSE OF TREATMENT. CUSTOMER FURTHER AGREES THAT THE SOLE AND EXCLUSIVE RESPONSIBILITY FOR ANY MEDICAL DECISIONS OR ACTIONS WITH RESPECT TO A PATIENT'S MEDICAL CARE AND FOR DETERMINING THE ACCURACY, COMPLETENESS OR APPROPRIATENESS OF ANY DIAGNOSTIC, CLINICAL OR MEDICAL INFORMATION RESIDES SOLELY WITH THE HEALTHCARE PROVIDER. CUSTOMER ACCEPTS ALL LIABILITY FOR SUCH DIAGNOSIS OR TREATMENT. COMPANY SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S OR ANY OF USERS' USE OF THE SUBSCRIPTION SERVICES, PROFESSIONAL SERVICES, IN COMBINATION WITH ANY THIRD- PARTY PRODUCTS, SERVICES, SOFTWARE OR WEB SITES THAT ARE ACCESSED VIA LINKS FROM WITHIN THE SUBSCRIPTION SERVICES. TO THE FULLEST EXTENT PERMITTED BYLAW, COMPANY'S TOTAL LIABILITY TO CUSTOMER AND USERS FOR ANY CLAIM BY CUSTOMER OR ANY THIRD PARTIES UNDER THIS AGREEMENT, WILL BE LIMITED TO THE FEES PAID FOR SUCH ITEMS THAT ARE THE SUBJECT MATTER OF THE CLAIM FOR THE PRIOR TWELVE (12) MONTHS. IN NO EVENT WILL COMPANY, ITS LICENSORS AND SUPPLIERS BE LIABLE TO CUSTOMER OR USERS OR OTHER THIRD PARTIES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF ANY DISPUTE OR LEGAL ACTION ARISING UNDER THIS AGREEMENT, THE PREVAILING PARTY SHALL NOT BE ENTITLED TO ATTORNEYS' FEES. NO CLAIM ARISING OUT OF THE AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT MORE THAN THE SHORTER OF ONE YEAR OR THE PERIOD ALLOWED BY LAW AFTER THE CAUSE OF ACTION HAS OCCURRED. THIS SECTION 8 SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY, INDEMNIFICATION. 9.1 Client Indemnification. Client shall indemnify and hold Company, its affiliates, suppliers, data center, employees and officers (a 'Company Indemnified Party') harmless from and against all liability, claims, damages, fines, losses, expenses suffered or incurred by Company or any Company Indemnified Party arising out of, or in connection with (a) any material breach by Client or any User of any of the terms of this Agreement; or (b) any use or reliance by Client or any User of any Content, Modified Content, or Proprietary Content, including all third- party claims, causes of action, suits, and legal proceedings asserted against Company or a Company Indemnified Party arising out of, or relating to, the use of or reliance by Clientorany User on any Content, Modified Content or Proprietary Content, 9. 2 Company Indemnification. Company shall indemnify and hold harmless Client and its principals, officers, directors, agents, and employees (the "Client Indemnified Parties"), and at Company's option, either defend Client Indemnified Parties or pay their attorney's fees and court costs, from any loss, cost, damage, or expense incurred by Client that is finally awarded by a court of law to any third party as a result of a claim alleging that the Subscription Services infringe or misappropriate a U.S. patent, U.S. copyright, U.S. trademark or U.S. trade secret of a third party, solely provided such alleged infringement or misappropriation does not arise from: (i) a modification of the Subscription Services as delivered to Client, (ii) the combination of the Subscription Services with any other process, hardware, software, data, or functionality, (iii) any data or content communicated using such Subscription Services; or, (iv) any use of the Subscription Services by Client in a manner inconsistent with the documentation or instructions provided by Company or otherwise in breach of this Agreement. 9 . 3 Indemnification Procedure. The indemnifications made hereunder are solely provided upon the following conditions: (1) the indemnifying party controls any settlement or any suit or claim indemnified hereunder (ii) the indemnified party's prior written consent, which shall not be unreasonably withheld or delayed, is obtained prior to any settlement by the indemnifying party that affects the indemnified party's rights and obligations; (iii) the indemnifying party is promptly informed of any third party claim indemnified hereunder; and, (iv) in the case of Client, Client ceases any alleged infringing activity upon actual or constructive notice of any claim or allegation of infringement. [Revision 2017.08.241 Page 4 of 7 MASTERSERVICESAGREEMENT 10. TERM AND TERMINATION, 101 Agreement Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until August 31, 2020, unless otherwise terminated earlier as provided hereunder. 102 Subscription Services Term. The initial term of Subscription Services commences on the date specified in, and continues for the term set forth in, the Ordering Documents. Following the end of the initial term, Subscription Services shall automatically renew for the same length as the initial term unless either party gives written notice at least sixty (60) days prior to the end of the initial term, or any renewal term, of its intention to terminate any of the Subscription Services. The pricing for the first twelve (12) months of any renewal term shall be provided by Company in writing no less than sixty (60) days prior to the end of the initial term or any renewal term. The initial term and renewal term(s) are collectively referred to as the 'Subscription Services Term". 103 Termination. Either party may terminate the Agreement including all Ordering Documents executed thereunder immediately upon written notice (i) in the event that the other party commits a non -remediable material breach of the Agreement, or if the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non -breaching party within thirty (30) days of being notified in writing of such breach; or (ii) in the event of institution of bankruptcy, receivership, insolvency, reorganization, or other similar proceedings by or against the other party under any section or chapter of the United Slates Bankruptcy Code, as amended, or under any similar laws or statutes of the United Stales or any state thereof, if such proceedings have not been dismissed or discharged within thirty (30) calendar days after they are instituted; or the insolvency or making of an assignment for the benefit of creditors or the admittance by either party of any involuntary debts as they mature or the institution of any reorganization arrangement or other readjustment of debt plan of either party not involving the United Stales Bankruptcy Code. 1114 Partial Termination. Where a party has rights to terminate, the non- breaching party may at its discretion either terminate the entire Agreement or the applicable Ordering Documents. Ordering Documents that are not terminated shall continue in full force and effect under the terms of this Agreement. 105 Effect of Termination. Following termination of this Agreement (for whatever reason provided for under the Agreement), Client shall certify that Client has returned or destroyed all copies of the Content, Confidential Information and Intellectual Property of Company and all materials or documents relating to the Subscription Services in any format and residing on any media. Client acknowledges that its rights to use the same are relinquished. Company has no obligation to retain Client data after the three months following the expiration or termination of Subscription Services; however, Company shall provide the Client data collected on the LMS to Client, upon reasonable request and during Company's normal business hours, for no additional fee during these three months, after which additional fees may be incurred. Termination for any reason shall not excuse Client's obligation to pay in full any and all amounts due or that become due through such termination or that arise under Section 10.6, nor shall termination result in a refund of fees paid, except as expressly provided otherwise in this Agreement. Upon termination for any reason of a Professional Services engagement, all work product, including all drafts and works in progress of deliverables shall be delivered to Client. Upon its receipt of a notice of termination, Company shall cease and shall cause any agent or subcontractor to cease all work under the applicable Ordering Documents and minimize any additional costs or reimbursable expenses unless otherwise directed in writing by Client. Except as may be expressly set forth in the applicable Ordering Documents, Client shall pay Company's fees for services performed to the date of termination on a T&M basis together with any expenses reasonably incurred in connection therewith. 105 Survival. The following provisions will survive any termination or expiration of the Agreement or Ordering Documents: Sections 1 , 5, 6, 8, 9, 10 and 11. 11. GENERAL PROVISIONS. 11.1 Suspension. Company will be entitled to suspend any or all Subscription Services and Professional Services upon thirty (30)days written notice to Client in the event Client is in breach of this Agreement. Company may impose an additional charge to reinstate service following such suspension. 112 Force Majeure. Neither party shall incur any liability to the other party on account of any loss, claim, damage or liability to the extent resulting from any delay or failure to perform all or any part of this Agreement (except for payment obligations), if and to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without any negligence on the part of the party seeking protection under this subsection, such as without limitation, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire or explosions. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. 113 Subcontractors. Company may subcontract or delegate Subscription and/or Professional Services to any third party without Client's prior written consent, provided that Company shall remain responsible to Client for any services forwhich it subcontracts or delegates. 114 Assignment. Client may not assign or transfer this Agreement Without Company's prior written consent. Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of Client. Company may assign or transfer this Agreement, and all of its rights and obligations, to a successor in interest or affiliate of Company in the event of its merger, consolidation, change in control or similar transaction as a result of Company's corporate restructuring, without Client's prior written consent. 115 Non -solicitation. During the term of this Agreement and for a period of one (1) year following its termination, neither party will solicit for employment directly or through other parties, without the other party's written permission, any individual employed by the other party, provided however that the solicitation or hiring of individuals responding to general public marketing and recruiting advertisements and events shall not be a violation of this provision; only active, targeted solicitation is prohibited. 11b Compliance. Company reserves the right to utilize data stored by Client in the LMS to verify compliance with the terms of this Agreement. Company may monitor the usage, performance and operation of the Subscription Services using electronic, remote and other means and without notice to Client. 11.7 Notices. All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. [Revision 2017.08.24] Page 5 of 7 MASTER SERVICES AGREEMENT • All notices, demands, requests or approvals from Company to Client shall be addressed to Client at: Attn: Chief of Police Newport Beach Police Department 870 Santa Barbara Drive Newport Beach, CA 92658 • All notices, demands, requests or approvals from Client to Company shall be addressed to Company at: Attn: Mark Belles, Chief Operating Officer Relies Learning LLC 111 Corning Road, Suite 250 Cary, NC 27518 1111 Relationship. This Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor. 119 Invalidity. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 11.10 No Waiver. No waiver or failure by either party to exercise any option, right or privilege under the terms of this Agreement on any occasion or occasions will be construed to be a waiver of the same on any other occasion or of any other option, right or privilege. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of the Agreement or its rights or remedies at any time, shall not be construed and shall not be deemed to be a waiver of such party's rights under the Agreement and shall not in any way affect the validity of the whole or any part of the Agreement or prejudice such party's right to take subsequent action. 11.11 Entire Agreement. This Agreement, including Ordering Documents and other attachments incorporated by reference, constitutes the parties' entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, agreements, proposals, conditions, representations, warranties, or other communication between the parties relating to its subject matter as well as any prior contractual agreements between the parties. No modification to the Agreement will be binding unless in writing and includes a signature by an authorized representative of each party. All pre-printed or standard terms of any of Client's purchase order or other business processing document shall have noeffect. 11.12 No Third Party Beneficiaries. This Agreement is for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or benefits on any third party, including any employee of a party, any client of a party, or any employee of a client of a party. 11.13 Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles of conflict of laws. 11.14 Headings and Drafting. The headings in the Agreement shall not be used to construe or interpret the Agreement. The Agreement shall not be construed in favor of or against a party based on the author of the document. 11.15 Counterparts. The Agreement may be executed in one or more counterparts, each of which shall constitute an enforceable original of the Agreement, and the parties agree that facsimile and/or pdf scanned copies of signatures shall be as effective and binding as original signatures. 11.16 Notice of U.S. Government Restricted Rights. If the Client hereunder is the U.S. Government, or if the LMS is acquired hereunder on behalf of the U.S. Government with U.S. Government federal funding, notice is hereby given that the LMS is commercial computer software and documentation developed exclusively at private expense and are furnished as follows: 'U.S. GOVERNMENT RESTRICTED RIGHTS. Software delivered subject to the FAR 52.227-19. All use, duplication and disclosure of the Software by or on behalf of the U.S. Government shall be subject to this Agreement and the restrictions contained in subsection (c) of FAR 52.227-19, Commercial Computer Software - Restricted Rights (June 1987)." [SIGNATURES ON FOLLOWING PAGE] [Revision 2017.08.241 Page 6 of 7 MASTER SERVICESAGREEMENT IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATT F,y' E Dale: SS Aaron C. Harp AA. J City Attor ATTEST: Date: ✓ 1 �' ✓� 1l By— Leilani I WBron City Clerk [END OF SIGNATURES] Attachments: Exhibit A— Ordering Document Exhibit B — Course List Effective 8/24/2017 CITY OF NEWPORT BEACH, a Califorp_la rpunjpjpal corporation Date: By: J Lewis C ief of Police CONSULTANT: REf�LIAS LEARNING LLC, a California limited liability company { /G 1 / / r� Dale: (r T ! d" By: _ Bjoern Bauer Managing Member [Revision 2017.08.241 Page 7 of 7 MASTERSERVICES AGREEMENT Exhibit A - Ordering Document RELLASS LEARNING Ordering Document Newport Beach Police Dept 870 Santa Barbara Drive Newport Beach, California 92260 The term of this agreement is: 36 Months Method of Payment (Check One): QACH iJ Check Billing Frequency Annually The Subscription Start Date is: 9/1/2017 Year 1 Annual Subscription Total Public Safely Site Setup Fee Basic -,Up to 499 Users i Flat Rate Professional Services Total Due Upon Receipt of Invoice for Year 1: Year 2 Annual Subscription Total (910112018-813112019): Year 3 Annual Subscription Total (9101/2019 - 8131/2020): Total Contract (9/01/2017 - 8/31/2020) Not to Exceed: $3,100.89 $3,255.93 $10,810.05 PRICING EXPIRES IF NOT EXECUTED BY 08/31/17 $2,953.23 1 $1,500.00 $1,500.00 $4,453.23 This Ordering Document is subject to the terms and conditions of the MSA (hereinafter defned) CONFIDENTIAL Quote Number: 2017-104045 Exhibit B - Course List Effective as of 8/24/2017 RELI.AS LEARNING Corrections Essentials Product Library Relias Learning offers the largest library of online courses for professionals who work in adult corrections, community corrections, and juvenile services. Our courses are designed to engage learners through an interactive learning environment and written by corrections professionals with expertise in their course subject areas. Each course is self -paced and includes a final exam; certificates may be printed upon successful completion of the course. Courses are available for staff within all disciplines and levels in the following subject areas: -Safety and Security -Offender Management -Communication -Medical and Mental Health -Special Needs Offenders -Juvenile Services -Supervision, Management and Leadership The Relias Learning libraries are designed to offer a robust online training resource that will blend effectively with an organization's live and classroom based training events for a comprehensive organizational training program. Course offerings include continuing education for licensed professional staff including nurses, psychologist, social workers, therapists and related clinical professionals; as well as training for support and administrative staff, Board of Directors and executive leaders. Specific national and state accreditations are listed at the end of the library document. Basic Supervision Skills Basic Supervisory Skills Improving Employee Engagement in the Workplace Interviewing Techniques Sexual Harassment for Supervisors Team Building: Introduction The Transition to Supervisor Basic Workforce Skills Anger Management Boundaries Conflict Management Customer Service Effective Communication Effective Workplace Writing Working in a Team Working with Difficult People Behavioral Health Paraprofessionals Behavioral Health Issues in Older Adults for Paraprofessionals Boundaries and Dual Relationships for Paraprofessionals Co -Occurring Disorders: An Overview for Paraprofessionals Crisis Management Basics Cultural Issues in Treatment for Paraprofessionals Dental and Oral Health Evidence -Based Practices in Supported Employment Part 1 Evidence -Based Practices in Supported Employment Part 2 Introduction to Bipolar and Depressive Disorders in Adults Introduction to Case Management Basics Medication Administration for Unlicensed Paraprofessionals solutions@reliaslearning.com toll-free: (877) 200-0020 Page 1 of 6 Nutrition and Exercise for Clients in Behavioral Health Overview of Psychiatric Medications for Paraprofessionals Overview of Serious Mental Illness for Paraprofessionals Overview of Substance Use Disorders: Part 1 Overview of Substance Use Disorders: Part 2 Overview of Supported Employment Overview of Trauma Disorders in Adults for Paraprofessionals Substance Use and the Family for Paraprofessionals Suicide Screening for Direct Care What Does Becoming Trauma -Informed Mean for Non -Clinical Staff Compliance/OSHA Drugs in the Workplace Compliance/Safety Advance Directives Bullying On The Job Corporate Compliance and Ethics Corporate Compliance: The Basics Cultural Diversity Defensive Driving: The Basics Ethical Decision Making: The Basics First Aid Refresher Got Bugs? Dealing with Infestation HIPAA Do's and Don'ts: Electronic Communication and Social Media HIPAA Overview HIPAA Privacy HIPAA Security HIPAA: The Basics HIV: Advanced HIV: Basic Identifying And Preventing Child Abuse And Neglect Impaired Co -Workers: Identification and Management Latex Allergy Multi -drug Resistant Organisms (MDROs) solutions@reliaslearning,com toll-free: (877) 200-0020 Oxygen Safety Privacy and Confidentiality for Non-HIPAA Covered Entities Quality Improvement: The Basics Root Cause Analysis Sexual Harassment for Employees Workplace Harassment Correctional Supervision, Management And Leadership fiF =* @F0i4.7i3• ._ 009= Conflict Management for Correctional Supervisors Developing Collaborative and Effective Interpersonal Relationships Developing Subordinates in Corrections Effective Communication for Correctional Supervisors: How to Hear and be Heard Foundational Skills: Motivating Others Managing Organizational Change in Corrections Managing Time, Energy, and Staff Overview of Staff Misconduct in the Correctional Setting Performance Goals and Standards for Correctional Supervisors: Managing Problems and Appraisals Role of Supervisors in Helping Front Line Staff Implement EBPs Senior Management Strategies Following Suicide in Corrections Supervising a 21st Century Correctional Workforce Team Building The Transition to Correctional Supervisor Corrections Healthcare Confidentiality of Health Information in Correctional Facilities Grief and Loss in the Corrections Setting Intoxication and Withdrawal for Corrections Officers Medication Administration in Corrections Part 1 Medication Administration in Corrections Part 2 Page 2 of 6 Mental and Physical Health Issues for Older Inmates Nursing Health Assessment in Corrections Overview of PTSD for Corrections Officers Promoting Recovery for Adults with Behavioral Health Needs under Criminal Justice Supervision Corrections Workforce Development Cultural Awareness in Corrections Discrimination and Sexual Harassment in Correctional Facilities Ethical Behavior in Corrections: Best Practices Professional Ethics in Corrections Report Writing in Corrections Sexual Harassment in the Correctional Setting Employee Wellness Employee Wellness - Alcohol Use: How Much Is Too Much? Employee Wellness - Dental and Oral Health Employee Wellness - Diabetes Prevention Employee Wellness - Emotional Intelligence: Awareness Employee Wellness - Emotional Intelligence: Feeling & Thinking Employee Wellness - Healthy Eating on a Budget Employee Wellness - Healthy Sleep Employee Wellness - Heart Disease Prevention Employee Wellness - Importance of Physical Fitness Employee Wellness - Making the Most of Your Memory Employee Wellness - Safe Use of Prescription Medications: Part I Employee Wellness - Safe Use of Prescription Medications: Part 2 Employee Wellness - Side Effects of Care Giving Employee Wellness - Smoking Cessation: Ready, Set, Quit! Employee Wellness - Stress Management Employee Wellness - Time Management solutions@reliaslearning.com toll-free: (877) 200-0020 Employee Wellness - Weight Management Employee Wellness - Work -Life Balance Juvenile Services Crisis Management and Positive Discipline with Juvenile Offenders Fundamentals of Safety and Security in Juvenile Correctional Facilities Identifying and Managing Suicidal Juvenile Offenders Identifying and Treating Juvenile Offenders with Mental Disorders PREA Compliance and Responsibilities - Juvenile Preventing Suicides in Juvenile Facilities Role of the Behavioral Health Services Providers in Juvenile Facilities Roles of Youth Workers Safety and Security in Juvenile Correctional Facilities: Emergencies and Transportation Strategies for Preventing Juvenile Involvement in Gangs Supervising Juveniles in Correctional Facilities Supervising Juveniles with Mental Disorders Understanding Juvenile Offenders with Mental Disorders Medical and Dental Abdominal Pathophysiology, Complications and Interventions Cardiovascular Pathophysiology, Complications, and Interventions Care Coordination: Principles and Best Practices Chest Pain Symptoms, Tests, and Treatments Diabetes: Nutritional Management Hypertension Incorporating Alcohol Pharmacotherapies into Medical Practice Infection Control for Dental Staff Interviewing the Patient Medical Emergencies Management and Risk Management: Medical Error Prevention for Dental Staff Page 3 of 6 Nursing Care for Children with Intellectual and Developmental Disabilities Nursing Pediatric Assessment OSHA: Bloodborne Pathogens- Standard Annual Review for Dental Staff OSHA: Hazard Communication Standard for Dental Staff Pain Management for the Adult Client Pressure Injury/Wound Care Preventative Care: Screenings and Immunizations Respiratory Pathophysiology, Complications and Interventions Safe Patient Care: Preventing Medication Errors Skin Assessment: Signs and Symptoms of Clients at Risk Tobacco Cessation Type 2 Diabetes Mellitus (T2DM) Update for Primary Care Vital Signs: Normal and Abnormal Ranges for the Adult Client Offender Programs Co -Occurring Disorders: An Overview for Corrections Professionals Motivational Interviewing for Corrections Professionals Reducing Barriers for Offenders Entering the Workforce Understanding Addiction: An Overview for Corrections Professionals Understanding Mental Health Treatment in the Corrections Setting Working with Incarcerated Persons: Best Practices in Treatment OSHA Requirements Back Injury Prevention Beating Workplace Violence: Assess, Defend, and Survive Bioterrorism Bloodborne Pathogens Electrical Safety Ergonomics: Office Fire Safety Fire Safety Evacuation Procedures Skills Checklist Fire Safety: The Basics Hand Hygiene: The Basics Hazardous Chemicals- MSDS Hazardous Chemicals: SDS Hazardous Chemicals: The Basics Infection Control Infection Control: The Basics Influenza Lockout/Tagout OSHA: Confined Space Personal Protective Equipment Preparing for Pandemic Influenza Preventing Slips, Trips and Falls Safe Transfers Sharps: Needlestick Injury Prevention and Response The Two Most Common Forms of Workplace Violence: Hostile Encounters and Domestic Violence Tuberculosis Overview Tuberculosis: The Basics WEBINAR: The Ebola Virus: What You Need To Know Workplace Emergencies and Natural Disasters: An Overview Workplace Emergencies and Natural Disasters: Earthquakes and Tsunamis Workplace Emergencies and Natural Disasters: Extreme Heat and Cold Workplace Emergencies and Natural Disasters: Flooding and Landslides Workplace Emergencies and Natural Disasters: Hurricanes Workplace Emergencies and Natural Disasters: Tornadoes Workplace Safety: The Basics Workplace Violence Workplace Violence Prevention Security/Operations An Overview of Mental Illness for Correctional Staff solutions@reliaslearning.com toll-free: (877) 200-0020 Page 4 of 6 Civil Liability and the Disciplinary Process in Corrections Conducting Effective Cell Searches Conducting Effective Security Rounds Contraband Detection Controlling Contraband: Searching Inmates, Cells, Entrance Points, Common Areas, and Vehicles Disciplining Inmates Effective Interpersonal Communication for Correctional Supervisors Emergency Preparedness in the Corrections Setting Escorting and Transporting Inmates Inmate Accountability: Conducting Counts Interpreting Gang Tattoos Key and Tool Control Legal Issues Part 1: The U.S. Legal System Legal Issues Part 2: Offender Lawsuits Legal Issues Part 3: How the U.S. Criminal Justice System Works Legal Issues Part 4: The Civil Justice Process Managing Adult and Juvenile Offenders with Chronic Illness Managing Inmates and Juveniles who Require Accommodations for Disabilities Managing Inmates with Mental Health Managing Offender Resistance Offender Rights Part 1: Medical and Mental Health Care Offender Rights Part 2: Conditions of Confinement Offender Rights Part 3: Use of Force and Due Process Offender Rights Part 4: Religion, Communication, and Searches Offender Rights Part 5: Access to the Legal System Overview of Suicide Prevention for Corrections Professionals PREA: Investigation Protocols PREA: Managing Inmates at Risk of Sexual Abuse PREA: Sexual Abuse: Dynamics, Detection, and Reporting Solutions@reliaslearning.com toll-free: (877) 200-0020 PREA: Staff Roles and Responsibilities Under the Prison Rape Elimination Act PREA: What It Means for You and Your Agency Preventing Escapes Receiving Screening for Corrections Officers Roles of the Correctional Officer Security and Offender Management: Preventing and Responding to Emergencies Security and Offender Management: Using Force in the Correctional Environment Security Threat Group Management in Detention and Prisons Suicide in Jails and Prisons Part 1: Common Myths and Reactions Suicide in Jails and Prisons Part 2: Prevention Suicide in Jails and Prisons Part 3: Identifying Suicidal Offenders Suicide in Jails and Prisons Part 4: Managing Suicidal Offenders Suicide in Jails and Prisons Part 5: Responding to Suicides Supervising Inmates: Nonverbal Communication Skills Supervising Inmates: Programs and Work Supervising Inmates: Verbal Communication Skills Supervising Offenders in Crisis Supervising Offenders with Mental Illness WEBINAR: PREA- Follow the Yellow Brick Road Working with Incarcerated Persons: An Overview for Corrections Professionals Special Populations in Corrections Female Offenders: Violence, Trauma, and Supervision Strategies Safe Management of Gay, Lesbian, Bisexual, Transgender, and Intersex Individuals in Corrections The Foundations and Fundamentals of Gangs and Gang Membership Women Offenders and the Correctional Environment Page 5 of 6 Workforce Skills and Development Problem Solving: Solutions in the Workplace Stress Management in the Workplace solutions@reliaslearning.com toll-free: (877) 200-0020 Page 6 of 6