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HomeMy WebLinkAboutContract 37700ur rRETARY c©NTRACT No. 3� o This Agreement is entered into as of August 25, 2008, by and between the University of Phoenix, Inc. ("UNIVERSITY"), located at: 4025 S. Riverpoint Parkway, Phoenix, AZ 85040 And The City of Fort Worth, by and through the Fort Worth Police Department ("ORGANIZATION") having a place of business at: 350 W. Belknap St., Fort Worth, TX 76102. RECITALS WHEREAS, UNIVERSITY is an accredited institution of higher education offering quality Associate, Bachelors, Masters and Doctoral degree programs; and WHEREAS, ORGANIZATION provides various training courses which its employees sometimes seek to have assessed for college credit to institutions such as UNIVERSITY; and WHEREAS, the parties wish to enter into an agreement by which they will act jointly to factate and promote the transfer of qualified employees, who otherwise meet UNIVERSITY's admission requirements, to various programs at UNIVERSITY. NOW, THEREFORE, in consideration of the foregoing Recitals and mutual promises contained herein, the parties hereby agree as follows: 1. Development of Credit Reax�gn@lion Gu@de ORGANIZATION has submitted to University its training coursework and, upon execution of this Agreement, UNIVERSITY will complete the pre -evaluation of the ORGANIZATION's coursework for credit and will issue a Credit Recognition Guide. The Credit Recognition Guide is a public statement, intended for use by University's students and advisors as well as ORGANIZATION's employees. ORGANIZATION agrees to allow its name and the Credit Recognition Guide to be published in any listing of ORGANIZATIONS or other entities for which UNIVERSITY has completed a learning assessment. The Credit Recognition Guide, which may be mutually modified by parties as set forth in this agreement, will be attached to this Agreement as Exhibit A and is hereby incorporated by reference. Students submitting courses contained in the Credit Recognition Guide to UNIVERSITY for credit evaluation will be subject to all UNIVERSITY policies, procedures and fees in effect at the time of submission. Students who submit coursework for credit evaluation that does not appear in the Credit Recognition Guide may be subject to additional evaluation fees. There is no guarantee that any credits awarded to students through UNIVERSITY's Prior Learning Assessment process will transfer to other colleges or universities. In addition, certain states may have restrictions on the amount of credit that can be awarded to students. 2. Update of Credit Recognition Guide The UNIVERSITY will make no updates to the Organization's Credit Recognition Guide. 3. Fees for Evaluation of ORGAN@ZAT@ON°s Training All UNIVERSITY fees normally charged to ORGANIZATION for pre -evaluation of ORGANIZATION's coursework contained in the Credit Recognition Guide, including annual updates, shall be waived by UNIVERSITY in exchange for ORGANIZATION's cooperation towards the award of college credit through University of Phoenix for completion of Police Academy training. It is understood that the fees referenced in this Paragraph 3 are only referring to the fees charged by UNIVERSITY to ORGANIZATION for pre -evaluation of ORGANIZATION'S submitted coursework. Fees charged to students for credit articulation still apply as covered in Paragraph 1 above. UOP 8/25/2008 ®FDIC"AL RECORD CITY S�CRETARY FT.WORTH, TX 4. Marketing Responsibinues: a. UNIVERSITY will create, manage and update a co -branded web site. b. The parties shall work together to specify the appropriate venues and to coordinate details for University's and ORGANIZATION's communication to students and employees. Such communication shall include, but not be limited to annual announcements as well as scheduled in -person annual informational meetings between University personnel and ORGANIZATION's employees, as allowed under Federal, State and City statutes, ordinances, rules and regulations. c. Each Party will be responsible for its own costs in accomplishing its responsibilities under this Paragraph. 5. Inte[leciva[ Property The Intellectual Property associated with each party hereto is the sole and exclusive property of that party and the other party shall not acquire any right or interest in the Intellectual Property of the other. In addition, and without limitation of the foregoing, to the extent marketing material or content of either party, regardless of medium, is: a.) used by the other party; b.) jointly developed between the parties, or c.) developed by one party on behalf of the other, that material or content may only be used for advancing the purposes of this Agreement while it is in effect and shall only be used with both parties' consent. Unless otherwise specifically stated in this Agreement, any Intellectual Property shared between the parties for advancing the purposes of this Agreement shall be treated as confidential and proprietary information by the receiving party and the receiving party shall use it as set forth in this Agreement and shall otherwise take such means to protect it as it uses to protect its own Intellectual Property. The term "Intellectual Property" includes, but is not limited to, a party's trademarks, service marks, trade secrets, copyrights, business methods, processes, and patents. For purposes of this paragraph whenever the term "party" or "parties" is used, such reference shall also include any parent, subsidiary or affiliate of the UNIVERSITY or ORGANIZATION. Each party acknowledges that the unauthorized use or disclosure of the other parry's Intellectual Property would cause irreparable harm to the other party. Accordingly, each party agrees that the other party will have the right to obtain an immediate injunction against any breach or threatened breach of the obligations set forth herein, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. This provision shall survive termination of the Agreement. 6. Notice. Any notice given under this Agreement may be given by personal delivery, overnight air express, or certified United States mail, return receipt requested. Notice shall be deemed to be given either: (a) upon actual receipt, if the notice is by personal delivery or by overnight air express; or (b) five (5) business days after mailing, if the notice is by United States mail, return receipt requested. Notice under this Agreement shall be given in writing to the parties at the following addresses or to such other persons or places as either party may from time to time designate by written notice to the other parry: (a) If to UNIVERSITY: With a copy to: University of Phoenix Attn: Academic Legal Services 4615 E. Elwood Street Phoenix, Arizona 85040 Mail Stop: AA-C710 7. Term and Termination (b) If to ORGANIZATION: This Agreement shall be effective on the date first indicated above and shall remain in effect until terminated. Any party may at any time terminate this Agreement, with or without cause, upon thirty days (30) notice to the other. In the UOP 8/25/2008 2 event this Agreement is terminated, the terms specified in the Credit Recognition Guide shall continue in effect with respect to students and ORGANIZATION shall continue to allow ORGANIZATION's name and the Credit Recognition Guide to be published by UNIVERSITY for the as long as the Credit Recognition Guide is applicable to any current or future students' transfer of credit. 8. MisceBlaneoos Provisions a. No Assignment. Neither party may assign its obligations pursuant to this Agreement, in whole or in part, without the other party's prior written consent. b. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements, whether oral or written between the parties relating to the subject matter hereof. c. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without reference to conflict of laws principles. d. Amendment. This Agreement may not be amended or modified except by a written instrument executed by both parties. e. Regulatory Impact. If either party believes, in its sole discretion, that any action required by this Agreement or the Agreement itself would potentially have an adverse impact on its accreditation, or a party's license or exemption issued by a state educational board or commission, or otherwise violates any law or regulation, the party shall not be required to take any such action, or alternatively, may immediately terminate the Agreement. AGREED ASi OF For: Uni FBRST BBVDBCATED ABOVE: Tandy Elisal��IVeist Vice Presid t of University Services l Date UOP 8/25/2008 For: Joe BP�ni�gda f First �ssi��nt City Manager Ptog/ Date Captain Richard I Fort Worth Police Date AO PP partment U �y UFF kIAL RECORD CITY SECRETARY F'!r V 10RTH, TX a