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HomeMy WebLinkAbout474764 ORANGEBOY INC - CONTRACT - PURCHASE ORDER - 9131470C, RESEARCH AND ASSESSMENT SERVICES AGREEMENT THIS RESEARCH AND ASSESSMENT SERVICES AGREEMENT ("Agreement") is made and entered on this 2dh day of December, 2012 by and between OrangeBoy, Inc., an Ohio corporation, whose address is 1042 Ridge Street, Columbus, Ohio 43215'("OrangeBoy;'),and Poudre River Public Library District, a Colorado corporation, whose address 301 E. Olive Fort Collins, Colorado 80524 ("Client"). WHEREAS, OrangeBoy researches, assesses and analyzes statistical data in an effort to provide clients with information regarding an existing or potential customer and prospect dataset; WHEREAS, Client desires to hire OrangeBoy to perform certain services as set forth on the attached Exhibit A (the "Services"); WHEREAS, OrangeBoy and Client desire to memorialize the terms of their agreement pursuant to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants by and between the parties hereto and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be bound hereby, agree, in writing, as follows: 1. Recitals. The above recitals are true and correct and are incorporated by reference as cf , terms and conditions of this Agreement. 2. OrangeBoy Obligations. OrangeBoy shall provide the Services to Client pursuant to the terms and conditions set forth herein and in Exhibit A. Client acknowledge the large amount of time, capital and other resources expended by OrangeBoy in fulfilling its obligations hereunder. 3. Client Obligations. Client shall provide the information set forth on the attached Exhibit B. Further, Client shall pay OrangeBoy when due in accordance with the payment schedule attached as Exhibit C. 4. Intellectual Property. Client hereby acknowledges that OrangeBoy has developed certain formulas, processes, and procedures for providing research and assessment services (hereinafter "Intellectual Property") and that such Intellectual Property is wholly owned by OrangeBoy. Notwithstanding the fact that the Intellectual Property will be utilized by OrangeBoy to provide the Services to Client, as detailed in Exhibit A of this Agreement, Client further acknowledges that nothing in this Agreement shall be construed or interpreted as a license or an assignment of the Intellectual Property to Client and that all right and title to the Intellectual Property shall remain with OrangeBoy. 5. Confidential Information. OrangeBoy shall keep all of the information provided by Client pursuant to Exhibit B of this Agreement in strict confidence. OrangeBoy shall not reveal to any third party or make use of for its own benefit any customer lists, methods or manner of doing business, information regarding costs, sources of materials and supplies, information regarding pending or future contracts, formulae, ingredients, methods, or any other trade secrets "_ or confidential information which may come to OrangeBoy's knowledge through its agreement with the Client. Notwithstanding the foregoing, the Client's confidential information and trade secrets shall not include: (a) information which is, or later becomes, generally available to the public or to the Client's industry through no fault of OrangeBoy; (b) information which is provided to OrangeBoy by an independent third party having no obligation to keep the information secret; (c) information which was previously known to OrangeBoy or was independently developed by OrangeBoy without reference to the Client's confidential information; (d) information that is required to be disclosed to comply with applicable law or court order. 6. Data Responsibility and Viewability. Client bears all responsibility to provide accurate data for all services requested and OrangeBoy accepts no responsibility for inaccurate data provided by Client. As it may become necessary or desirable for the parties to view the progress of data analysis, each shall adhere to a joint security protection protocol in accordance with the schedule attached as Exhibit D. 7. Governing Law. This Agreement and all of its rights and obligations under the Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Further, the parties shall follow the following dispute resolution process: a. Mutual Consultation and Neizotiation. The parties hereto shall attempt to settle any claim or controversy arising out of or relating to this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. Co) b. Mediation. Following any unsuccessful negotiations, either party may by written notice to the other demand that the dispute be submitted to mediation. When such a demand is made, the parties shall within 10 days jointly make arrangements for mediation of the dispute via telephonic or video conference with the assistance of an independent, impartial mediator who will attempt to facilitate the negotiations. If the parties are unable to agree upon a mediator within 15 days after the demand is made to the other requesting mediation, a mediator will be designated by the American Arbitration Association, whose Commercial Arbitration Rules and Mediation Procedures in effect on the date of the written demand for mediation shall govern the mediation in all respects, except as modified by agreement of the parties. The mediation shall be treated as a settlement discussion, and all discussions, proposals and settlement offers shall be confidential information, to which the mediator or either party may not testify in any later proceeding related to the subject matter thereof. While each party will bear its own costs in the mediation, the fees and expenses of the mediator shall be shared equally by the parties. C. Binding Arbitration. If the dispute has not been resolved within 30 days of any written demand for mediation as provided under subsection (b), or within such longer time period as the parties may agree, the dispute shall be submitted to binding arbitration. Such binding arbitration will be conducted at a neutral arbitration site to be chosen by the American Arbitration Association, in ' accordance with Commercial Arbitration Rules and procedures in effect on the date of the written demand for mediation, except as modified by the agreement of the parties. Such binding arbitration shall be conducted by an arbitrator selected by mutual agreement of the parties within 20 days after the date of submission of the dispute to binding arbitration, or in the absence of such agreement, such selection to be made by the mediator performing services under subsection (b) hereof. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §1-16 (as may be amended), and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitrator is not empowered to award damages in excess of compensatory damages, and each party hereby waives any right to recover such special damages with respect to any dispute arising out of or relating to this Agreement. While each party will bear its own costs in the arbitration, the fees and expenses of the arbitrator shall be shared equally by the parties. 8. Miscellaneous. a. The parties agree that this Agreement is the complete and exclusive statements of the agreement between the parties and supersedes all proposals or prior agreements oral or written and all other communications between the parties related to the subject matter of this Agreement. b. In the event any provision is determined to be unenforceable or void ab initio, then the remainder of this Agreement shall remain in full force and effect without said provision. C. The parties acknowledge that they have read this Agreement, understand it and agree to be bound by its terms and conditions. d. All Exhibits described in this Agreement are incorporated herein and made a part hereof. [End of Agreement — Signatures Appear on Following Page] peq. y7a CIN WITNESS WHEREOF, this Agreement is executed on the date set forth above. ORANGEBOY Authorized Signature SAl/�2 A- S-1"1<Z1E411 Printed Name and Title D ;' /, 1/7c . Address Date: / G8` L CLIENT Auth 'zed Signature / // C Ct-;�-o it Printed Name and Title 30 / d-e Address Date: //Q / //---> C` EXHIBIT A OrangeBoy, Inc. will develop an Outcome Dashboard to monitor Cluster behavior using the following process: 1. Define metrics a. Identify metrics outlined in the Library's strategic plan 2. Build Outcome Dashboard a. Initial review meeting (off -site) b. Two (2) rounds of edits c. Work with IT to automate data transfer weekly and update site gauges 3. Training a. One (1) on -site meeting with key management staff to train staff to use the Outcome Dashboard 4. Monitor (ongoing for 12 months through February 2014) a. Quarterly (off -site) review sessions with OrangeBoy Deliverables Development of an online Outcome Dashboard with graphical charts and gauges to measure progress toward cluster -specific outcomes defined at an off -site meeting with the Library Director. The Outcome Dashboard specs include: ' • A home page with up to four graphs or charts tracking cluster activity; • Subsequent web pages/tabs featuring cluster measurement by branch and new cardholder activity; • Web pages that serve as a data repository for client presentations, market analysis summaries, and other work products for ongoing use by Library staff, • An automated weekly data refresh (using weekly data made available by the library). • Data automation and tabulation from the Library's ILS system to the Outcome Dashboard processed weekly; • Site testing, refinement and launch; • Two rounds (maximum) of minor site revisions as requested by the Library; • Ongoing maintenance and management, including secure data storage over a 12-month period; • Technical support for one year; • Quarterly strategy meetings (held virtually over the course of the year) with Library Director; and • Library staff access for up to 15 staff IDs for one year. EXHIBIT B Poudre River Public Library District pledges to support OrangeBoy's work under this contract by providing the firm access to information about its cardholders and users and access to staff with knowledge of the same. This includes access to data from the Library's ILS system and other data collected about patrons to monitor patron usage behavior on the Outcome Dashboard. c CI C' EXHIBIT C OrangeBoy will bill the Poudre River Public Library District $16,000 to complete the scope of work outlined in Exhibit A. The fee includes delivery of all consulting services, data costs, and travel for one (1) on -site meeting and all administrative fees. The fee will be divided into four installments. The first installment of $5,500 includes the set-up costs for the Outcome Dashboard, and the remaining three equal payments $3,500 include costs to access the Outcome Dashboard for 12 months through March 1, 2014. OrangeBoy will send the library an invoice via e-mail to initiate the monthly billing process. The payment schedule will be as follows: Amount Bill Date Payment 1 $5,500 January 15, 2013 Payment 2 $3,500 April 15,2013 Payment 3 $3,500 July 15, 2013 Payment 4 $3,500 October 15, 2013 C , EXHIBIT D 1. Purpose. The purpose of this policy is to outline the acceptable use of computer systems at OrangeBoy, Inc. These rules are in place to protect Client and OrangeBoy. Inappropriate use exposes OrangeBoy to risks including virus attacks, compromise of network systems and services, and legal issues. 2. Scope. This policy applies to employees, contractors, consultants, temporaries, and other workers at Client, including all personnel affiliated with third parties. This policy applies to all equipment that is owned or leased by OrangeBoy. General Use and Ownership. a. While OrangeBoy's network administration desires to provide a reasonable level of privacy, users should be aware that the data they create on the corporate systems remains the property of OrangeBoy. Because of the need to protect OrangeBoy's network, Orangeboy cannot guarantee the confidentiality of information stored by such users on any network device belonging OrangeBoy. b. For security and network maintenance purposes, authorized individuals within OrangeBoy may monitor equipment, systems and network traffic at any time. C. OrangeBoy reserves the right to audit networks and systems on a periodic basis to ensure compliance with this policy. 4. Unacceptable Use. The lists below are by no means exhaustive, but attempt to provide a framework for activities which fall into the category of unacceptable use. a. Under no circumstances is an employee of Client authorized to engage in any activity that is illegal under local, state, federal or international law while utilizing OrangeBoy resources. b. Violations of the rights of any person or entity protected by copyright, trade secret, patent or other intellectual property, or similar laws or regulations, including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use by Client. C. Unauthorized copying of copyrighted material including, but not limited to, digitization and distribution of photographs from magazines, books or other copyrighted sources, copyrighted music, and the installation of any copyrighted software for which Client or the user does not have an active license is strictly prohibited.