HomeMy WebLinkAbout499815 CAREER SOLUTIONS GROUP LLC - CONTRACT - PURCHASE ORDER - 9121808PSI /21 ` c)'�
DRAFT 3
SERVICE AGREEMENT
This Service Agreement ("Agreement") is made between the following parties:
CAREER SOLUTIONS GROUP, LLC ("CSG")
c/o Katy Piotrowski, M.Ed.
430 Stover Street
Fort Collins, CO 80524
katy@careersolutionsgroup.net
Name: City of Fort Collins ("Client")
C/O Representative Doreen Kemp
Client Address: city Hall west, 300 LaPorte Ave., P.O.aox 580
City, State, Zip Code: Fort Collins, Co 8o522
Email of Client Representative dkemp@£cgov. com
RECITAL
CSG is a nationally recognized developer and provider of career development literature,
programs, tools and counseling. CLIENT is an employer and desires to make available to its
employees a series of career development videos. CLIENT desires to engage CSG to produce the
video series and make the video series available for use by the CLIENT under the terms and
conditions of this Agreement. In consideration for the compensation set forth in this Agreement,
the parties agree as follows:
AGREEMENT
1. SERVICE: CSG shall produce and provide to CLIENT a video -based career development
series to be called CAREER WOW, in accordance with the Statement of Work, Attachment A,
which is hereby incorporated into and forms an integral part of this Agreement.
2. MODIFICATIONS TO STATEMENT OF WORK: During the production of CAREER WOW,
CLIENT may request reasonable changes to the Statement of Work. In the event that such changes
to the Statement of Work result in an increase in CSG'S costs of production, or other additional
costs, CSG shall be entitled to additional compensation. In the event that such changes to the
Statement of Work result in a decrease in CSG'S costs of production, or other reduction in costs,
CSG shall be entitled to reduced compensation. Modifications to the Statement of Work and
compensation shall be in writing and signed by both parties. After delivery of CAREER WOW, CGS
shall have no obligation to update or maintain CAREER WOW for CLIENT'S benefit.
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3. TERM: The term of this Agreement shall commence on 2012 and
continue until the earlier of a) deliver by CSG to CLIENT of CAREER WOW, or b) December31,
2012 ("Completion Date"). During the term, CLIENT shall take all reasonable efforts to make
CLIENT'S facilities and personnel available to CSG. In the event CSG is unable to meet the
Completion Date, because of CLIENT'S failure to cooperate or provide necessary access to
CLIENT'S facilities and personnel, CSG may, after 30 days notice to Client and upon Client's failure
to cure such failure within the 30 day notice period, elect to extend the Completion Date or may
terminate this Agreement. In the event of termination by CSG under this paragraph 3, Client shall
not be entitled to a reimbursement of any compensation paid.
4. CLIENT REPRESENTATIVE: CLIENT shall designate an individual who shall be the Project
Manager for the production of CAREER WOW. The duties of the Project Manager are outlined in
the Scope of Work, Attachment A.
5. COMPENSATION: CLIENT shall pay CSG the sum of THREE THOUSAND FIVE HUNDRED and
00/100 DOLLARS ($3,500.00). Of that amount, ONE THOUSAND SEVEN HUNDRED FIFTY and
00/100 ($1,750) is due when filming CAREER WOW begins and ONE THOUSAND SEVEN HUNDRED
FIFTY and 00/100 DOLLARS ($1,750) is due upon delivery of CAREER WOW. CSG will invoice
CLIENT and invoices are due epeR within thirty (30) days of receipt. CLIENT shall be liable to CSG
for all costs of collection and reasonable attorney's fees. CLIENT shall not be entitled to
reimbursement of the initial payment should CLIENT elect to terminate this Agreement and
discontinue production unless the termination is a breach of this Agreement.
6. OWNERSHIP: CLIENT acknowledges that CSG has invested significant capital in the
development of its methodology, know-how, tools, audiovisuals, and literature, and that the
unauthorized use of such CSG property, including CAREER WOW, would cause irreparable damage
to CSG. CAREER WOW and any other work product of CSG ("Work Product") is owned by CSG and
this Agreement is not intended to be a sale or transfer of such ownership. CLIENT shall have a
limited license to broadcast CAREER WOW on CLIENT'S internal password protected website, to
CLIENT'S employees. Other than CLIENT'S right to play CAREER WOW for CLIENT'S employees,
and except as may be required by law, CLIENT shall not share, transfer, convey, distribute by any
means, broadcast or play CAREER WOW or any other Work Product, in whole or in part, to any
person or entity, without CSG'S prior written consent. CSG shall retain all right to modify, use,
play, broadcast, distribute, transfer or convey CAREER WOW and other Work Product. CLIENT
agrees that the CAREER WOW and other Work Product will be distributed by CSG to third -parties
and that CLIENT is not entitled to any compensation for such distribution or use. This paragraph
shall survive the expiration or termination of this Agreement. In the event CLIENT breaches the
terms of this paragraph, CSG shall be entitled to an immediate injunction and CLIENT shall be
prohibited from any further use of CAREER WOW or Work Product. In addition, CLIENT shall be
liable to CSG for all damages, costs, and reasonable attorney's fees to enforce CSG'S rights under
this Agreement.
7. RELATIONSHIP OF PARTIES: For all purposes under this Agreement, CSG is an independent
contractor. This Agreement is not intended to be, and shall not be, one of partnership, joint
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venture, or employer -employee. Neither CSG nor CLIENT is an agent of the other, and neither may
bind, obligate, or commit the other by promise or representation unless specifically authorized by
the other in writing. CSG acknowledges and agrees that no employee benefits of any kind from
CLIENT will be received under this Agreement.
8. CONFIDENTIALITY: The parties acknowledges that, in the course of performing services
under this Agreement, they may come into possession of confidential, private, proprietary,
business -sensitive, trade secret or other information of one another which is of value and is not
publicly available through legitimate means (hereinafter "Confidential Information"). To the
extent allowed by law, the parties mutually agree to maintain at all times, both during and after
the term of this Agreement, the confidentiality of such Confidential Information and not to
disclose it to any third party without the others written consent. On the termination of this
Agreement, and any time before at the request of one of the parties, the other party shall return
any of the requesting party's Confidential Information. This paragraph shall survive termination of
this Agreement. This paragraph shall not be construed to prohibit CSG from permitting the use of
CAREER WOW by third parties.
9. GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado, without regard to conflict of law rules.
CLIENT and CSG agree to submit to the jurisdiction of the State of Colorado, Eight Judicial District,
Fort Collins, Colorado.
10. SEVERABILITY: In the event that any provision of this Agreement shall be held invalid or
illegal, the remaining provisions shall remain in force and effect and shall in all respects be binding
on the parties.
11. EXCUSABLE DELAYS: Neither CSG nor the CLIENT shall not be in breach of this Agreement
because of any failure in performance if such failure arises out of causes beyond the control and
without the fault or negligence of CSG or the CLIENT. Such causes may include acts of God or of
the public enemy, ads of the Government, fires, floods, epidemics, quarantine restrictions,
strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform
must be beyond the control and without the fault or negligence of CSG or the CLIENT. Whenever
CSG'S or the CLIENT'S failure to perform is the result of such a cause, the delivery schedule shall
be revised accordingly.
12. WAIVER: Waiver of any breach of this Agreement or of any term or provision hereof must
be in writing, and no such waiver shall either imply or constitute the waiver of any subsequent
breach or the waiver of any other term or condition herein.
13. NOTICES: All notices which are required or may be given pursuant to this Agreement shall
be delivered, or shall be mailed, postage prepaid, to the address set forth at the beginning of this
Agreement.
14. ENTIRE AGREEMENT: This Agreement shall not be amended except by a written
instrument agreed to by both parties.
Privileged & Confidential 3 3/8/2012
CAREER SERVICES
Signature: _
Printed Name:
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Privileged & Confidential 4 3/8/2012
ATTACHMENT A
STATEMENT OF WORK
FOR: Career Solutions Group, LLC
DATE: MM/DD/2012
Obligations of CSG
CSG will provide CLIENT a twelve part, video -based, career series ("CAREER WOW).
Specific tasks and responsibilities are noted below:
1. Delivery of a twelve part, video -based, career toolkit.
2. CLIENT will be highlighted in three (3) videos, each approximately 5 — 7 minutes in length:
one CAREER WOW Tools segment, and two (2) Client specific segments (i.e., Client Career
Development Mission & Existing Resources). Client Career Development Mission video will
feature a key leader within your organization communicating your company's career
development philosophy, and conveying your commitment to team members' successes.
In the second part of this video, career counselor Katy Piotrowski will provide an overview
of the CareerWow! series.
The Existing Resources video will briefly overview other resources, training options, and
other career development tools also available within your organization, and enourage
team members to take advantage of these also.
The specific career tools segment featuring your company will include Segment 3, Career
Passions & Interests
3. CLIENT CAREER WOW Tools segment will be filmed on -site at CLIENT'S facilities with
locations and logistics coordinated with and approved in advance by designated CLIENT
Project Manager.
4. CSG will provide a detailed script for CLIENTS' review and input, with the understanding
that artistic elements will be included for video effectiveness and continuity.
5. CLIENT will be provided with CAREER WOW Video tools and resources for upload to CLIENT
intranet for access by CLIENT'S employees. CSG shall not have any obligation to maintain
or update CAREER WOW after delivery of the completed video.
Upon request by CLIENT, CSG shall:
1. Provide a written status/progress report that documents all activities to date and details
the planned activities.
2. Reporting periods and report formats will be developed mutually between CSG and the
Project Manager.
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Obligations of CLIENT:
Specific tasks and responsibilities are noted below:
1. CLIENT shall designate and make available to CSG an employee of CLIENT to serve as
Project Manager with authority to carry out terms of the Agreement and to be the liaison
between CLIENT and CSG. All work products, invoices, and questions related to the conduct and
progress of this work shall be directed to PROJECT MANAGER at:
Client:
C/o (Name) _
CLIENT ADDRESS
CITY, STATE ZIP CODE
EMAIL OF PROJECT MANAGER
2. CLIENT shall make available during ordinary business hours the CLIENT'S facility deemed
necessary by CSG to produce CAREER WOW! CLIENT will make available one or more locations,
determined as mutually agreeable in advance, for scene setup and filming.
3. CLIENT will provide access to one or more individuals for filming purposes.
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