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HomeMy WebLinkAboutBLESSING WHITE - CONTRACT - AGREEMENT MISC - BLESSING WHITE200 Clocktower Drive, Suite 102, Hamilton, NJ 08690 USA t: 609.528.3535 f: 609.528.3534 www.blessingwhite.com BW MSA revised 05/15 MASTER SERVICES AGREEMENT This Agreement is entered into as of January 12, 2017 by and between BlessingWhite, A Division of GP Strategies Corp., having its principal place of business at 200 Clocktower Dr., Suite 102, Hamilton, NJ 08690 (“BlessingWhite”) and City of Fort Collins, Colorado (“Client” or “City”) having its principal place of business at 300 LaPorte Avenue, Fort Collins, Colorado, 80521. THE PARTIES HEREBY AGREE: 1. 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 the information indicated on Appendix A to this Agreement as applicable. 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, A Division of GP Strategies Corp. 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. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 3. 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. DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 BW MSA revised 09.10.16 2 4. Payment & Pricing 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. BlessingWhite will invoice Client for all pre-approved reasonable travel related expenses (“Expenses”) incurred in connection with performance of services for Client. All Expenses will include a 10% administrative fee. Client shall pay such Expense invoices net 30 days from invoice receipt. Client’s pricing for the Programs and Services under this Agreement shall at all times be in accordance with the Statement of Work. The Client is a tax-exempt governmental entity, and therefore has no obligation to pay any taxes, fees, levies, penalties, licenses or charges imposed by any governmental authority. 5. 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. Acceptance or approval by Client shall not in any way relieve Blessing White of responsibility for the quality or accuracy of the work, nor shall Client’s approval or acceptance, or payment be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement 6. Confidential Information Blessing White agrees to handle Client Confidential Information and other sensitive materials in conformance with Appendix B – Confidentiality, consisting of one (1) page attached hereto and incorporated herein by reference. Notwithstanding, 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. BlessingWhite acknowledges the Client is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72- 200.1, et seq. (the “CORA”, and documents in the City’s possession may be considered public records subject to disclosure under the CORA. 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 DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 BW MSA revised 09.10.16 3 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 laws. Client shall undertake no action that will interfere with or diminish Blessing White’s right, title and interest in the Programs and Services. Client shall take reasonable steps to protect the Programs and Services from unauthorized copying or use. Client shall take reasonable steps to 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. 8. Indemnity At BlessingWhite’s expense, BlessingWhite shall at its own expense 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 DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 BW MSA revised 09.10.16 4 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 accordance with this Agreement. This Section states BlessingWhite’s entire obligation with respect to actual or threatened third-party infringement claims. 9. Limitation of Liability EITHER PARTY'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 EITHER PARTY 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 EACH PARTY’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. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have not obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 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 DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 BW MSA revised 09.10.16 5 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 Colorado and any and all claims arising hereunder shall be subject to the exclusive jurisdiction and venue of courts residing in Larimer County, Colorado. 14. Severability 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 neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except by operation of law, as a result of a sale, merger, consolidation, amalgamation or other similar transaction. Any such assignment shall only be effective if such successor shall expressly assume each parties 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. Prohibition Against Employing Illegal Aliens BlessingWhite shall at all times comply with and herein certifies conformance to Section 8-17.5-101, C.R.S., et seq. pertaining to the prohibition against employing illegal aliens. This includes, but is not limited to a prohibition to 1) knowingly employ or contract with an illegal alien to perform work under this Agreement; or 2) knowingly contract with a subcontractor who knowingly employs or contracts with an illegal alien to perform work under this Agreement. In addition, BlessingWhite shall participate in the E-Verify Program in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement. 18. Insurance During the term of the Agreement, BlessingWhite shall maintain insurance in accordance with the requirements stated in Appendix C. DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 BW MSA revised 09.10.16 6 19. Independent Contractor The services to be performed by BlessingWhite are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of BlessingWhite’s compensation hereunder for the payment of FICA, Workmen’s Compensation or other taxes or benefits or for any other purpose. 20. Default. Each and every term and condition hereof shall be deemed a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default. In the event a party has been declared in default, such defaulting party shall be allowed a period of thirty (30) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages pursuant to Section 10 herein; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 21. 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 may be given in writing by either party to the other) to the attention of each party’s signatory. DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 BW MSA revised 09.10.16 7 IN WITNESS WHEREOF, the parties have caused their authorized representatives to execute this Agreement as of the Effective Date above. City of Fort Collins, Colorado BlessingWhite, A Division of GP Strategies 300 Laporte Avenue 200 Clocktower Drive, Ste. 102 Fort Collins, CO 80521 Hamilton, NJ 08690 By: Gerry Paul By: Title: Purchasing Director Title: Signature:__________________________ Signature:________________________ Date:______________________________ Approved as to Form Date:____________________________ Attest DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 VP Matthew Varara 1/17/2017 New insurance Assistant City Attorney 1/19/2017 City Clerk BW MSA revised 09.10.16 8 Appendix A Statement of Work Template Statement of Work [NUMBER] This Statement of Work (SOW) is entered into effective as of [DATE] (the “Effective Date”), between (CLIENT) (“Client”), located at (CLIENT ADDRESS), and BlessingWhite, A Division of GP Strategies Corporation, having its principal place of business at 200 Clocktower Drive, Suite 102, Hamilton, NJ 08690 (“Provider” or “BlessingWhite”). This SOW incorporates by reference the terms and conditions of the Master Services Agreement (the “Master Agreement”) dated (DATE) by and between Client and Provider. CLIENT CONTACT INFORMATION: Name Title Phone Email BILLING INFORMATION: Name Phone Email BLESSINGWHITE CONTACT INFORMATION: Name Phone Email PERIOD OF PERFORMANCE: Start Date: End Date: DESCRIPTION OF SERVICES: TBD PAYMENT TERMS, TRAVEL EXPENSES AND CANCELLATION POLICY: BlessingWhite will perform this work on a (FIXED PRICE/FIXED PRICE PER UNIT/TIME AND MATERIALS) basis as follows: Service/Milestone Rate(USD) Estimated Hours or Units Total TBD TBD Total Estimated Fees Estimated Travel Expense (at cost) – Not to Exceed Total Authorized Limit DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 BW MSA revised 09.10.16 9 Invoicing for Fixed Price services will be issued at milestone completion or in accordance with Invoicing Schedule. Invoicing for program delivery will occur at the time of the scheduled workshop date. Invoicing for time and materials consulting will be done monthly and based upon the work completed in the prior month. Shipping will be billed at a rate of $TBD per participant for domestic shipments and $5 per participant for international shipments. Program materials will be invoiced upon shipment. If Client decides to change the scope of the engagement BW shall notify them immediately about the cost implications. No additional fees are applicable unless a change order to this Statement of Work is mutually executed. 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. Client BlessingWhite, Inc., a Division of GP Strategies Corporation Address 200 Clocktower Dr., Ste 102 City, State, Zip Hamilton, NJ 08690 By: By: Matthew Varava Title: Title: Vice President of GP Strategies Corporation Signature:__________________________ Signature:________________________ Date:______________________________ Date:____________________________ DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 BW MSA revised 09.10.16 10 Appendix B Confidentiality IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the BlessingWhite hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the BlessingWhite has agreed to perform, the BlessingWhite hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The BlessingWhite agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The BlessingWhite shall not disclose any such information to any person not having a legitimate need- to-know for purposes authorized by the City. Further, the BlessingWhite shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the BlessingWhite understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the BlessingWhite shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the BlessingWhite ceases to perform services for the City, or the City so requests for any reason, the BlessingWhite shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The BlessingWhite understands and agrees that the City’s remedies at law for a breach of the BlessingWhite’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 BW MSA revised 09.10.16 11 Appendix C Insurance Requirements 1. The BlessingWhite will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this Agreement, BlessingWhite shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the BlessingWhite, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the BlessingWhite under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the BlessingWhite's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The BlessingWhite shall maintain during the life of this Agreement for all of the BlessingWhite's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The BlessingWhite shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the BlessingWhite shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 Great Northern Insurance Company 20303-100 Liberty Insurance Underwriters Inc 19917-200 Vigilant Insurance Company 20397-100 Lloyd’s, Underwriters at, London, 15792-200 877-945-7378 888-467-2378 certificates@willis.com Willis of Maryland, Inc. c/o 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230-5191 70 Corporate Center 11000 Broken Land Parkway Suite 200 Columbia, MD 21044 X X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 Included A 35914035 4/4/2016 4/4/2017 X X X X A 73556608 4/4/2016 4/4/2017 1,000,000 X X X 10,000 5,000,000 5,000,000 B 100004153308 4/4/2016 4/4/2017 X 1,000,000 1,000,000 1,000,000 N C 71741258 4/4/2016 4/4/2017 Primary Professional see "more" section for limits Liability D 23593P16 4/4/2016 4/4/2017 See Below: GP Strategies Corporation Page 1 of 2 04/01/2016 24310827 . . Evidence of Coverage Only Coll:4877546 Tpl:2046544 Cert:24310827 DATE (MM/DD/YYYY) PRODUCER INSURED INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION ADDITIONAL REMARKS SCHEDULE AGENCY CUSTOMER ID: LOC#: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: 076155 Page 2 of 2 Willis of Maryland, Inc. See First Page See First Page See First Page GP Strategies Corporation 70 Corporate Center 11000 Broken Land Parkway Suite 200 Columbia, MD 21044 25 CERTIFICATE OF LIABILITY INSURANCE Excess Insurance Company: Navigators Insurance Company Term: 4/4/2016 - 4/4/2017 Policy No. PH16EXR751266IV Limits: $10,000,000 Each Occurrence or Event $10,000,000 General Aggregate $10,000,000 Products-Completed Operations Aggregate ***Please note: this policy is excess of the Umbrella Liability Policy with Liberty Insurance Underwriters Policy No. 100004153308 Excess Professional Liability Policy No. 23593P16 Lloyd’s, Underwriters at, London Term: 4/4/2016 - 4/4/2017 Limits: $5,000,000 Each Claim, $5,000,000 Aggregate for the policy period Excess of $5,000,000 Each Claim, $5,000,000 Aggregate for the policy period Coll:4877546 Tpl:2046544 Cert:24310827 DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 Great Northern Insurance Company 20303-100 Liberty Insurance Underwriters Inc 19917-200 Vigilant Insurance Company 20397-100 Lloyd’s, Underwriters at, London, 15792-200 877-945-7378 888-467-2378 certificates@willis.com Willis of Maryland, Inc. c/o 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230-5191 70 Corporate Center 11000 Broken Land Parkway Suite 200 Columbia, MD 21044 X X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 Included A 35914035 4/4/2016 4/4/2017 X X X X A 73556608 4/4/2016 4/4/2017 1,000,000 X X X 10,000 5,000,000 5,000,000 B 100004153308 4/4/2016 4/4/2017 X 1,000,000 1,000,000 1,000,000 N C 71741258 4/4/2016 4/4/2017 Primary Professional see "more" section for limits Liability D 23593P16 4/4/2016 4/4/2017 See Below: GP Strategies Corporation Page 1 of 2 04/01/2016 24310827 . . Evidence of Coverage Only Coll:4877546 Tpl:2046544 Cert:24310827 DATE (MM/DD/YYYY) PRODUCER INSURED INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION ADDITIONAL REMARKS SCHEDULE AGENCY CUSTOMER ID: LOC#: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: 076155 Page 2 of 2 Willis of Maryland, Inc. See First Page See First Page See First Page GP Strategies Corporation 70 Corporate Center 11000 Broken Land Parkway Suite 200 Columbia, MD 21044 25 CERTIFICATE OF LIABILITY INSURANCE Excess Insurance Company: Navigators Insurance Company Term: 4/4/2016 - 4/4/2017 Policy No. PH16EXR751266IV Limits: $10,000,000 Each Occurrence or Event $10,000,000 General Aggregate $10,000,000 Products-Completed Operations Aggregate ***Please note: this policy is excess of the Umbrella Liability Policy with Liberty Insurance Underwriters Policy No. 100004153308 Excess Professional Liability Policy No. 23593P16 Lloyd’s, Underwriters at, London Term: 4/4/2016 - 4/4/2017 Limits: $5,000,000 Each Claim, $5,000,000 Aggregate for the policy period Excess of $5,000,000 Each Claim, $5,000,000 Aggregate for the policy period Coll:4877546 Tpl:2046544 Cert:24310827 DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 Great Northern Insurance Company 20303-100 Liberty Insurance Underwriters Inc 19917-200 Vigilant Insurance Company 20397-100 877-945-7378 888-467-2378 certificates@willis.com Willis of Maryland, Inc. c/o 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230-5191 70 Corporate Center 11000 Broken Land Parkway Suite 200 Columbia, MD 21044 X X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 Included A 35914035 4/4/2016 4/4/2017 X X X X A 73556608 4/4/2016 4/4/2017 1,000,000 X X X 10,000 5,000,000 5,000,000 B 100004153308 4/4/2016 4/4/2017 X 1,000,000 1,000,000 1,000,000 N C 71741258 4/4/2016 4/4/2017 City of Fort Collins, Colorado, its officers, agents and employees are included as Additional Insureds as respects to General Liability and Auto Liability. General Liability policy shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by Additional Insured. Waiver of Subrogation applies in favor of Additional Insureds with respects to General Liability, Auto Liability, and Workers Compensation as permitted by law. GP Strategies Corporation Page 1 of 1 01/18/2017 Y Y Y Y Y 25159901 Fort Collins, CO 80521 300 LaPorte Avenue City of Fort Collins, Colorado Coll:5018886 Tpl:2046573 Cert:25159901 DATE (MM/DD/YYYY) PRODUCER INSURED INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY Y / N N / A (Mandatory in NH) DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE CONTACT NAME: PHONE FAX (A/C, NO, EXT): (A/C, NO): E−MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC # INSURER A: INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: EACH OCCURRENCE DAMAGE TO RENTED $ CLAIMS−MADE OCCUR PREMISES (Ea occurence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN’L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ PRO- POLICY JECT LOC OTHER: $ COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO OWNED AUTOS ONLY BODILY INJURY(Per person) $ SCHEDULED AUTOS HIRED AUTOS ONLY BODILY INJURY(Per accident) $ NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ $ OCCUR EACH OCCURRENCE CLAIMS−MADE AGGREGATE $ $ DED RETENTION $ $ PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) © 1988−2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 AND EMPLOYERS’ LIABILITY Y / N N / A (Mandatory in NH) DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additonal Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE CONTACT NAME: PHONE FAX (A/C, NO, EXT): (A/C, NO): E−MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC # INSURER A: INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: EACH OCCURRENCE DAMAGE TO RENTED $ CLAIMS−MADE OCCUR PREMISES (Ea occurence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN’L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ PRO- POLICY JECT LOC OTHER: $ COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO ALL OWNED AUTOS BODILY INJURY(Per person) $ SCHEDULED AUTOS HIRED AUTOS BODILY INJURY(Per accident) $ NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) $ $ OCCUR EACH OCCURRENCE CLAIMS−MADE AGGREGATE $ $ DED RETENTION $ $ PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION ACORD 25 (2014/01) © 1988−2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691 AND EMPLOYERS’ LIABILITY Y / N N / A (Mandatory in NH) DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additonal Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE CONTACT NAME: PHONE FAX (A/C, NO, EXT): (A/C, NO): E−MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC # INSURER A: INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: EACH OCCURRENCE DAMAGE TO RENTED $ CLAIMS−MADE OCCUR PREMISES (Ea occurence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN’L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ PRO- POLICY JECT LOC OTHER: $ COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO ALL OWNED AUTOS BODILY INJURY(Per person) $ SCHEDULED AUTOS HIRED AUTOS BODILY INJURY(Per accident) $ NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) $ $ OCCUR EACH OCCURRENCE CLAIMS−MADE AGGREGATE $ $ DED RETENTION $ $ PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION ACORD 25 (2014/01) © 1988−2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DocuSign Envelope ID: 6A232251-3E44-4206-B013-68158CE3D691