HomeMy WebLinkAbout506320 BLESSINGWHITE INC - CONTRACT - PURCHASE ORDER - 9124523BLESSINGWHITE
MASTER SERVICES AGREEMENT
This Agreement is entered into as of August 13, 2012 ("Effective Date")_ by and
between^BlessingWhite inc.; having its principal,place.of.business.at23.6r6hird-7
— - -.
Road-SkillmanNl-08558•(,"BlessingWhite") and The City of Fort Collins having its
�prihclpal-place ofbusiness"at City Hall West, 300 Laporte Avenue, Fort Collins, CO
80522 ("Client").
THE PARTIES HEREBY AGREE:
1. Scooe of A
During the term of this Agreement, "Client" may, subject to the terms and conditions
of this Agreement, acquire services from BlessingWhite by means of execution by both
parties of a Statement of Work In the form of Appendix A attached. Each Statement of
Work shall contain all of the information indicated on Appendix A to this Agreement.
This Agreement together with each individual Statement of Work comprises the
contract between BlessingWhite and Client. In the event of a conflict of terms
between the Statement of Work and this Agreement, the terms of the Statement of
Work shall prevail. References throughout this Agreement to BlessingWhite shall
mean BlessingWhite, Inc.
Performance of Services.
BlessingWhite agrees to assign the personnel and perform the "Services" (including
seminars, workshops, training procedures, consulting, coaching and customizations)
for Client described in a Statement of Work at the place and during the period
specified in the Statement of Work. During the performance of the Services, the
Client employee named in the Statement of Work or his or her designated
representative will act as the Client liaison with BlessingWhite. BlessingWhite will be
paid for the Services as described in the Statement of Work. BlessingWhite agrees to
use its best efforts to provide such services as described in a Statement of Work, with
employees who have the appropriate skills to perform such services.
License
BlessingWhite grants to Client a nonexclusive, nontransferable limited license to use
BlessingWhite's "Programs" (including participant and facilitator materials, and other
materials in print, other media or downloaded from BlessingWhite's website or
transmitted through other electronic means) ordered by Client and accepted by
BlessingWhite to train Client's employees.
4. Payment & Pricing
23 Orchard Road Skillman, NJ 08558 USA
T. 908.904.1000 t 908 904.1774
vmv. blessingwhite.com
SW MSA revised 06/09
BLESSINGWH,ITE
MASTER SERVICES AGREEMENT
This Agreement is entered into as of August 21, 2012 ("Effective Date") by and
between BlessingWhite Inc., having its principal place of business at 23 Orchard
Road, Skillman, NJ 08558 ("BlessingWhite") and The City of Fort Collins having its
principal place of business at City Hall West, 300 Laporte Avenue, Fort Collins, CO
80522 ("Client").
THE PARTIES HEREBY AGREE:
Scope of Agreement
During the term of this Agreement, "Client" may, subject to the terms and conditions
of this Agreement, acquire services from BlessingWhite by means of execution by both
parties of a Statement of Work in the form of Appendix A attached. Each Statement of
Work shall contain all of the information indicated on Appendix A to this Agreement.
This Agreement together with each individual Statement of Work comprises the
contract between BlessingWhite and Client. In the event of a conflict of terms
between the Statement of Work and this Agreement, the terms of the Statement of
Work shall prevail. References throughout this Agreement to BlessingWhite shall
mean BlessingWhite, Inc.
2. Performance of Services.
BlessingWhite agrees to assign the personnel and perform the "Services" (including
seminars, workshops, training procedures, consulting, coaching and customizations)
for Client described in a Statement of Work at the place and during the period
specified in the Statement of Work. During the performance of the Services, the
Client employee named in the Statement of Work or his or her designated
representative will act as the Client liaison with BlessingWhite. BlessingWhite will be
paid for the Services as described in the Statement of Work. BlessingWhite agrees to
use its best efforts to provide such services as described in a Statement of Work, with
employees who have the appropriate skills to perform such services.
License
BlessingWhite grants to Client a nonexclusive, nontransferable limited license to use
Blessing White's "Programs" (including participant and facilitator materials, and other
materials in print, other media or downloaded from BlessingWhite's website or
transmitted through other electronic means) ordered by Client and accepted by
BlessingWhite to train Client's employees.
Payment & Pricing
23 Orchard Road Skillman, NJ 08558 USA
t: 908.904.1000 C 908,904,1774
w .blessingwhile.corn
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'7 a.. 11" � I I
BlessingWhite agrees to submit to Client invoices in accordance with the Milestones or
the payment arrangements set forth in the applicable Statement of Work. If no
milestone payments are agreed in advance or outlined in the Statement of Work then
all payments are due within thirty (30) days of the date of invoice. Client shall
reimburse BlessingWhite for reasonable travel, living or other expenses which have
been authorized in advance in writing by Client or are in compliance with Client's
standard expense reimbursement policy and are incurred in connection with the
performance of Services. Client shall pay such invoices upon invoice receipt. Client's
pricing for the Programs and Services under this Agreement shall at all times be in
accordance with the current BlessingWhite price list or as outlined in the Statement of
Work.
Acceptance
BlessingWhite shall provide Client with at least one copy of the deliverables set forth
in the Statement of Work and if required by such Statement of Work, any related
design documents, specifications, documentation and materials (hereinafter referred
to as the "Statement of Work Deliverables") for Client's evaluation and acceptance.
6. Confidential Information
BlessingWhite agrees to keep confidential and not disclose Client Confidential
Information as defined below and to grant access to the Client Confidential
Information only to those of BlessingWhite's employees, agents and subcontractors
who need to have access to such information to provide services hereunder for Client
and who are under an obligation to keep confidential and not to disclose any such
Client Confidential Information. "Client Confidential Information" shall include all non-
public information and data relating to Client's business, employees, plans,
techniques, trade secrets, systems and know-how. Notwithstanding the foregoing,
BlessingWhite shall have the right to compile and distribute statistical analyses and
reports utilizing aggregated data derived from Client Data, data obtained from other
BlessingWhite clients and other sources. Such reports and analysis shall be redacted
and shall not identify Client or any Client employee. The parties acknowledge that the
following shall also constitute "Confidential Information": a) any information relating
to BlessingWhite's prices, costs, designs, names, business opportunities, personnel,
research and development or know how; (b) any information accompanying the
Programs in print and other media; and (c) any other information that one party holds
in confidence or has received from a third party under an obligation of confidentiality.
7. Intellectual Property
Client acknowledges that BlessingWhite retains all rights, title and interest, including
without limitation all patent, copyright, trademark, trade secret and other proprietary
rights, in and to the Programs and Services. Client acknowledges that all updates,
enhancements, modifications, additions, translations and derivative works to or of the
program and/or Documentation (collectively, "Modifications"), whether developed by
BlessingWhite or any other entity, will, as between BlessingWhite and Client, be the
sole and exclusive property of BlessingWhite and as to which Client transfers any and
all of its right, title and interest to BlessingWhite. BlessingWhite shall grant Client a
perpetual limited license to use the Modifications for its full enjoyment to train its
employees as afforded under the Statement of Work. All of the information and
content within the Programs and Services is protected by copyright and trademark
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laws. Client shall undertake no action that will interfere with or diminish
BlessingWhite's right, title and interest in the Programs and Services. Client shall take
all reasonable steps to protect the Programs and Services from unauthorized copying
or use. Client shall immediately report any instances of suspected copyright
infringement to BlessingWhite.
The license granted under this Agreement entitles an individual to participate in the
training and to receive and retain participant Programs for his or her personal use
only, subject to full payment of the Programs and Services by the Client. The number
of programs ordered equals the number of individuals the Client is authorized to train.
Client may not use BlessingWhite's Programs and Services, in whole or in part , to
train more than the authorized number of individuals.
Client may not sell or sublicense the Programs and Services, in whole or in part, in
any form or medium now known or hereafter invented or created, to any other entity
or individual Client and shall not permit its employees, agents, duly authorized
representatives or third parties to : (a) copy, reproduce, republish, upload, post,
modify, decompile, disassemble or reverse engineer any of the Programs and
Services; (b) create any derivative works of the Programs and Services; or (c) reuse,
resell, translate, rent, lease, loan, transfer, sub -license, distribute or allow
unauthorized access to the Programs and Services.
Client hereby acknowledges that a breach by Client of the obligation under this
paragraph, shall be deemed a material breach of this Agreement and shall give
BlessingWhite the right to immediately terminate this Agreement, and to pursue all
remedies available by applicable law. Further, in the event of any breach of this
Agreement, BlessingWhite may in addition to any of its other available remedies,
demand Client return all Programs (and copies or version thereof) in Client's
possession, at Client's expense, and without any refund.
Indemnity
At BlessingWhite's expense, BlessingWhite shall indemnify, hold harmless, and defend
Client against any claim that the program infringes a United States patent, copyright,
or trade secret right by paying all amounts that a court finally awards or that
BlessingWhite agrees to in settlement of such claim. To qualify for such defense and
payment (i) Client must promptly notify BlessingWhite in writing of the claim; (ii)
BlessingWhite shall have sole control of the settlement or defense of any action to
which this indemnity relates; and (iii) Client must cooperate with BlessingWhite in
every reasonable way to facilitate such defense or settlement. If the program
becomes or, in the opinion of BlessingWhite, is likely to become the subject of a claim
of infringement, BlessingWhite shall procure for Client the right to continue using the
program or replace or modify it to make it non -infringing. If none of the foregoing
alternatives is reasonably available to BlessingWhite, then BlessingWhite may
terminate the Agreement for the program upon thirty (30) days notice to Client and
refund the unamortized portion of the Total Cost based on an eighteen (18) month
straight-line amortization schedule. BlessingWhite will have no obligation with respect
to any actual or threatened infringement claim based upon (i) modification of the
program by any party other than BlessingWhite or based upon information or
specifications provided by any third party, (ii) Client's failure to use the program in
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accordance with this Agreement. This Section states Blessing White's entire obligation
with respect to actual or threatened third -party infringement claims.
9. Limitation of Liabilitv
BLESSINGWHITE'S MAXIMUM LIABILITY IN CONTRACT, TORT OR OTHERWISE WITH
RESPECT TO THE PROGRAM, DOCUMENTATION AND/OR THE AGREEMENT SHALL NOT
EXCEED THE AMOUNT OF THE TOTAL FEES ACTUALLY PAID TO BLESSINGWHITE BY
THE CLIENT UNDER THIS AGREEMENT FOR THE PROGRAM AS TO WHICH THE
LIABILITY RELATES. IN NO EVENT SHALL BLESSINGWHITE BE LIABLE, WHATEVER
THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE
DAMAGES OR FOR LOST PROFITS, LOSS OF USE, OR ANY CLAIM OR DEMAND
AGAINST CLIENT BY ANY OTHER PARTY. THIS SECTION STATES CLIENT'S SOLE
REMEDY FOR DAMAGES UNDER THIS AGREEMENT.
10. Termination
Either party may terminate the Agreement if the other party commits a material
breach of its obligations under this Agreement and fails to remedy or take reasonable
steps to remedy such breach within thirty (30) days after receiving written notice of
the breach from the other party. Notwithstanding the foregoing, however, in the event
a breach by Client involves the unauthorized use, sale or distribution of the program,
or any part thereof, or any other conduct in violation of Section 7 of this Agreement,
the parties agree that immediate injunctive relief to prevent such breaching activity is
appropriate and that BlessingWhite may terminate the Agreement immediately.
11. Certification of Trainers
To ensure Client obtains optimum training results, BlessingWhite requires that Client
only use BlessingWhite facilitators, or instructors and facilitators who have received
prior certification through BlessingWhite.
12. General
Entire Agreement: Amendment. This Agreement, including the Exhibits, sets forth the
entire agreement and understanding of the parties relating to the subject matter
hereof and supersedes any and all prior oral and written agreements, understandings
and quotations relating thereto. No waiver, alteration, modification, or cancellation of
any of the provisions of this Agreement shall be binding unless made in writing and
signed by the parties.
13. Governing Law
This Agreement will be governed by and construed and enforced in accordance with
the substantive law of New Jersey and any and all claims arising hereunder shall be
subject to the exclusive jurisdiction and venue of courts residing in New Jersey.
14. Severability
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If any provision of this Agreement is held by a court of competent jurisdiction
to be invalid or unenforceable, such provision will be enforced only to the
extent that it is not in violation of such law or is not otherwise unenforceable
and all other provisions of this Agreement will remain in full force and effect.
15. Force Majeure
Neither party shall be liable for any delay or failure of its performance under this
Agreement, which results from actions or omissions beyond its reasonable control.
16. Binding Effect: Assignment
This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns, but Client may not assign this
Agreement or any rights or obligations hereunder without the prior written consent of
BlessingWhite. Any such assignment shall only be effective if such successor shall
expressly assume Client's obligations under this Agreement and shall agree to be
subject to all of the terms and conditions of this Agreement. Any assignment in
contravention of this Section will be void.
17. Notices
All notices, requests, demands and other communications required or permitted to be
given or made under this Agreement will be in writing and will be deemed to have
been duly given if personally delivered, sent by overnight courier with packages
tracing capability, or, if mailed, when mailed by United States first-class, certified or
registered mail, postage prepaid, to the other party at its address set forth above (or
at such other address as maybe given in writing by either party to the other) to the
attention of each party's signatory.
IN WITNESS WHEREOF, the parties have caused their authorized representatives to
execute this Agreement as of the Effective Date above.
City of Fort Collins BlessingWhite, Inc.
City Hall West, 300 Laporte Avenue, 23 Orchard Rd.
Fort Collins, CO 80522 Skillman, NJ 08558
l By: Matthew A. Varava
Title: � Title: COO /CFO
Signature Signature: a4v4AP4
Date: Date:_��
Upon Client signature, please scan the document and email to BlessingWhite for
signature. One original Agreement will be returned to Client and one original retained
by BlessingWhite. Please email all executed agreements to:
BlessingWhite, Inc.
Attn: Matthew Varava, COO / CFO
Matt.varava@blessingwhite.com
Copy: Ann.mamallo@blessingwhite.com
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Appendix A
Statement of Work No. 1
This Statement of Work incorporates by reference the terms and conditions of
the Master Services Agreement dated August 13, 2012 ("Effective Date")
between The City of Fort Collins and Blessing White, Inc.
COMPANY NAME'S REPRESENTATIVE
CONSULTANT'S NAME AND ADDRESS
Doreen Kemp
PO Box 580
Fort Collins, CO 80522
Blessing White, Inc.
Ann Mamallo
23 Orchard Rd.
Skillman, NJ 08558
CONSULTANT'S TELEPHONE NO/EMAIL: 206-282-0180
206-930-7965 cell
Ann.mamallo@blessingwhite.com
DESCRIPTION OF SERVICES:
Provide a two hour interactive session for the City's 300+ managers on
Employee Engagement on October 10, 2012. Services to be included are:
Facilitator; Content and IP; handout in soft copy to be reproduced by the
client
INVESTMENT:
$5,000 for event
Travel and Expenses up to $800
PAYMENT TERMS, TRAVEL EXPENSES AND CANCELLATION POLICY:
• Invoicing for the work completed will be done immediately after the
event.
• All shipping will be paid by client.
• Travel and expenses incurred by Alysa Polkes will be billed at cost and
payable upon invoice receipt.
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CANCELLATION POLICY:
• If an assignment is cancelled more than 15 business days before
the scheduled start, there will be no cancellation fee paid.
• If an assignment is cancelled 15 business days or fewer prior to the
scheduled start date a cancellation fee of 100 percent of the confirmed
rate will be paid.
Now, therefore, both parties agree to be legally bound by the terms and
conditions of the agreement and the additional conditions indicated above.
City of Fort Collins
City Hall West, 300 Laporte Avenue
Fort Collins, CO 80522
By:
Blessing White, Inc.
23 Orchard Rd.
Skillman, N) 08558
By: Matthew A. Varava
Title: { , Title: VP Finance and Technology
Signature: Signature:
Date: 2 I �i Date:
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