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HomeMy WebLinkAboutContract 44671 (2)CITY SECRETARY �% �,� CONTRACT NO. AGREEMENT BETWEEN THE CITY OF FORT WORTH AND WELLESLEY COLLEGE This Agreement ("Agreement") is entered into on this 6 day of ,) t kj 2013, ("Effective Date") by and between the City of Fort Worth, a home -rule —municipal corporation of t e State of Texas, acting by and through its duly authorized Assistant City Manager, and Wellesley College, a Massachusetts nonprofit corporation, acting by and through its duly authorized agent. WHEREAS, the City of Fort Worth applied for and received grant funds from the Wallace Foundation to improve learning and enrichment opportunities for children through, among other things, building systems to provide children with after -school, summer, and other out -of -school time programs for all of Fort Worth's youths; WHEREAS, during the term of the Wallace Foundation grant, the City of Fort Worth, through its Parks and Community Services Department ("Sponsor"), will use the grant funds to initiate a citywide system to support and strengthen the afterschool and summer programming in the local community and throughout the City of Fort Worth, said program otherwise known as Strengthening Programs through Advocacy Resources and Collaboration ("SPARC"); WHEREAS, the Sponsor requires certain professional development services for the overall purpose of improving and strengthening the SPARC program; WHEREAS, the National Institute on Out -of -School Time ("NIOST"), at the Wellesley Centers for Women, Wellesley College, has a mission to ensure that all children, youth, and families have access to high -quality programs, activities, and opportunities; WHEREAS, NIOST provides evaluations, consultation, and training to create innovative and effective solutions to out -of -school time needs on a local, state, regional, and national basis; and WHEREAS, to carry out the purposes of the Wallace Foundation grant and SPARC, the Sponsor and NIOST mutually desire to enter into this Agreement to have NIOST provide evaluation and consultation services for the Sponsor's SPARC program. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: I. Scope of Services 1. NIOST agrees to provide evaluations and consultations for the Sponsor's SPARC program as detailed in the scope of services set forth in Exhibit A, which is attached hereto and incorporated herein by reference ("Services"), for the twelve sites set forth in Exhibit B, which is attached hereto and incorporated herein ("Site" or "Sites") 2. All Services shall be performed in accordance with the schedule attached hereto as Exhibit C, which is incorporated herein by reference ("Schedule"). Any changes in Schedule may be accomplished by written agreement of the parties. Agreement Between the City of Fort Worth and Wellesley College 1 of 11 £lOZ 0 C Illl. O3AI3J3e1 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX II. Term Services shall be provided by NIOST for a term beginning on the Effective Date and ending on September 30, 2013 as set forth in this Agreement, unless this Agreement is terminated earlier as provided herein. III. Terms of Payment 1. In consideration of the Services to be performed hereunder by NIOST, the Sponsor agrees to pay NIOST a fixed fee of $6,400.00 as full and complete compensation. NIOST shall not perform any additional services for the Sponsor not specified by this Agreement unless the Sponsor requests and approves in writing the additional costs for such services. The Sponsor shall not be liable for any additional costs not specified by this Agreement unless the Sponsor first approves of such expenses in writing. The cost breakdown for the Services are as follows; a. Total cost for the Services shall be $6,400.00. i. $5,400.00 - 12 sites x $500 per Site for data collection, analysis, and reporting; and ii. $1,000.00 - project management and administration 2. The Sponsor agrees to pay NIOST in the following installments set forth below, each installment to represent full and final payment for all Services provided hereunder: a. Half the fee ($3,200.00) is due within thirty (30) days after execution of this Agreement by the Sponsor. b. The balance ($3,200.00) is due September 30th, 2013 or within 30 days of completion of last post-SAYO-S reports, whichever is later. 3. In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid. Sponsor will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. For contested billings, the Sponsor shall make payment in full to NIOST within 60 days of the date the contested matter is resolved. 4. Payment is to be made to NIOST/Wellesley College and sent to: National Institute on Out -of -School Time, Wellesley College, 106 Central Street, Wellesley, MA 02481, attention: Elizabeth Meister. IV. Intellectual Property Any intellectual property relating to inventions conceived and reduced to practice solely by NIOST in performance of this Agreement shall be and remain the sole property of NIOST. Intellectual Property relating to inventions conceived and reduced to practice solely by Sponsor in performance of this Agreement shall be and remain the sole property of Sponsor. Intellectual Property relating to inventions conceived and reduced to practice jointly by NIOST and Sponsor in performance of this Agreement shall be jointly owned. Sponsor shall have the right to use NIOST intellectual property for Sponsor's own internal educational and training purposes. Agreement Between Wellesley College and the City of Fort Worth 2 of I I V. Ownership and Copyright Any materials developed or created by an individual party under or in connection with this Agreement shall be and remain the sole property of that individual party. To the extent that such material is developed jointly, then the materials shall be jointly owned. The copyright of all NIOST training materials is held by NIOST or by the original creator of the material. Except as stated herein, for the purpose of carrying out this Agreement, none of NIOST's materials may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including, but not limited to electronic, photocopying, recording or otherwise, without prior permission from NIOST. Unless expressed written permission is obtained, the Sponsor may not prepare derivative work(s) from copyrighted NIOST training materials, VI. Termination 1. Termination for Convenience: The parties may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. If either party terminates this Agreement for convenience, then the Sponsor shall pay NIOST for Services actually rendered, and NIOST shall immediately discontinue all Services upon the effective date of termination. Any amounts paid to NIOST by the Sponsor for which Services have not been rendered shall be refunded to the Sponsor within thirty (30) days after the effective date of termination. The Sponsor shall have no further obligations to pay NIOST for any amounts hereunder after the effective date of termination. 2. Termination for Cause. The parties may terminate this Agreement for cause in the event either fails to materially perform in accordance with the requirements contained herein. In such event, the non -defaulting party shall give the defaulting party written notice of the failure to perform, giving the defaulting party thirty (30) days to come into compliance with the Agreement's requirements. If the defaulting party fails to come into compliance with this Agreement, the non -defaulting shall notify the defaulting party, in writing, and this Agreement shall be terminated as of the date of such notification. In such event, the parties' obligations hereunder shall cease. VII. Force Majeure Neither party shall be liable for damages for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, Acts of God, wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected. The party experiencing the difficulty shall give the other prompt written notice of the occurrence. The parties shall agree to a rescheduled training date mutually agreeable to the parties. VIII. Liability It is understood and agreed that neither party to this Agreement shall be responsible for any consequences of negligent or wrongful acts of the other party arising out of the conduct of activities governed by this Agreement unless such liability is imposed by law or otherwise agreed to by both parties. NIOST acknowledges and understands that the SPARC program is a citywide initiative and the Services hereunder may be provided to individuals who are not employees, officers, agents, or representatives of the Sponsor and entities that are neither owned nor operated by the Sponsor ("Third Parties"). In no event Agreement Between Wellesley College and the City of Fort Worth 3 of 11 shall the Sponsor be liable for any breach of this Agreement by any Third Parties, whether or not those Third Parties may be receiving any benefits under this Agreement. IX. Confidentiality NOIST, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the Sponsor as confidential, except any such information that is already in the public domain, and shall not disclose any such information to a third party without the prior written approval of the Sponsor. NIOST shall store and maintain all Sponsor information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt Sponsor information in any way. NIOST shall notify the Sponsor immediately if the security or integrity of any Sponsor information has been compromised or is believed to have been compromised, in which event, NIOST shall, in good faith, use all commercially reasonable efforts to cooperate with the Sponsor in identifying what information has been accessed by unauthorized means and shall fully cooperate with the Sponsor to protect such information from further unauthorized disclosure. X. Independent Contractor NIOST shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of Sponsor. NIOST shall have exclusive control of and the exclusive right to control the details of the Services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, subcontractors and program participants. The doctrine of respondeat superior shall not apply as between the Sponsor and NIOST, its officers, agents, servants, employees, subcontractors, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between Sponsor and NIOST. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of NIOST is in the paid service of Sponsor. XI. Assignment NIOST shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of Sponsor, and any attempted assignment of subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. XII. Right to Audit NIOST agrees that the Sponsor shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the NIOST involving transactions relating to this Agreement. NIOST agrees that the Sponsor shall have access during normal working hours to all necessary NIOST facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The Sponsor shall give NIOST reasonable advance notice of intended audits. This Section shall survive the expiration or termination of this Agreement. Agreement Between Wellesley College and the City of Fort Worth 4 of l XIII. Compliance with Law NIOST, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of Sponsor. It is agreed and understood that, if Sponsor calls to the attention of NIOST any such violation on the part of NIOST or any of its officers, agents, employees or subcontractors, then NIOST shall immediately desist from and correct such violation. XIV. Governing Law and Venue If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. XV. Notices Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand -delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below: TO THE SPONSOR: City of Fort Worth Parks and Community Services Department Attn.: Sheri Endsley 4200 South Freeway, Suite 2200 Fort Worth Texas 76115 Facsimile: 817-392-5724 TO NIOST: Name: National Institute on Out -of -School Time, Wellesley Centers for Women Attn: Karen Lachance, Assistant Director Address: Wellesley, 106 Central Street, Wellesley, Massachusetts 02481 Facsimile: 781-283-3657 XVI. Governmental Powers It is understood and agreed that by execution of this Agreement, the Sponsor does not waive or surrender any of its governmental powers. XVII. INDEMNIFICATION NIOST SHALL BE LIABLE FOR AND SHALL INDEMNIFY, DEFEND, AND HOLD THE SPONSOR AND ITS OFFICERS, REPRESENTATIVES, AGENTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, LIABILITY OR EXPENSE FOR DAMAGES, AND DAMAGES TO PROPERTY AND INJURIES, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY PERSON, INCLUDING, BUT NOT LIMITED TO, OFFICERS, Agreement Between Wellesley College and the City of Fort Worth 5 of 11 AGENTS, OR EMPLOYEES OF NIOST OR SUBCONTRACTORS, WHICH MAY ARISE OUT OF ANY ACT, ERROR, OMISSION, OR INTENTIONAL MISCONDUCT IN THE PERFORMANCE OF NIOST'S SERVICES EXCEPT THOSE CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SPONSOR. NIOST SHALL DEFEND, AT ITS OWN EXPENSE, ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE SPONSOR, ITS OFFICERS, AGENTS AND EMPLOYEES, OR ANY OF THEM, RESULTING FROM SUCH ACT, ERROR, OMISSION, OR INTENTIONAL MISCONDUCT; AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING FROM SUCH ACT, ERROR, OR OMISSION. XVIII. Signature Authority The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed accordingly. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. XIX. Non -Waiver The failure of Sponsor or NIOST to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of Sponsors or District's right to assert or rely upon any such term or right on any future occasion. XX. Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. XXI. Headings not Controlling Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. XXII. Public Information NIOST understands and acknowledges that Sponsor is a public entity under the laws of the State of Texas and, as such, all documents held by Sponsor are subject to disclosure under Chapter 552 of the Texas Government Code. NIOST shall clearly indicate to Sponsor what information it deems proprietary. If Sponsor is required to disclose any documents that may reveal any of NIOST's Proprietary Information to third parties under the Texas Government Code, or by any other legal process, law, rule, or judicial order by a court of competent jurisdiction, Sponsor will notify NIOST prior to disclosure of such documents, and give NIOST the opportunity to submit reasons for objections to disclosure. Sponsor agrees to restrict Agreement Between Wellesley College and the City of Fort Worth 6 of 11 access to NIOST's information to those persons within its organization who have a need to know for purposes of management of this Agreement. Sponsor agrees to inform its employees of the obligations under this paragraph and to enforce rules and procedures that will prevent any unauthorized disclosure or transfer of information. Sponsor will use its best efforts to secure and protect NIOST's information in the same manner and to the same degree it protects its own proprietary information; however, Sponsor does not guarantee that any information deemed proprietary by NIOST will be protected from public disclosure if release is required by law. The foregoing obligation regarding confidentiality shall remain in effect for a period of three (3) years after the expiration of this Agreement. XXIII COUNTERPARTS AND ELECTRONIC SIGNATURES This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. XXIV. Entirety This document constitutes the entire agreement between the parties. Agreement revisions or modifications shall be made in writing and mutually agreed upon by the parties. IN WITNESS WHEREOF, the parties hereunder executed this Agreement to be effective of the Effective Date. WELLSELY COLLEGE CITY OF FORT WORTH, TEXAS By: A.,22. ' Melissa Fletcher Interim Assistant Vice President Date ? (Z 3 I I3 Agreement Between Wellesley College and the City of Fort Worth CU, usan Alanis Assistant City Manager Date ATTE T: By: Mary Kayser v City Secretary APPROVED AS TO FORM AND LEGALITY: By: Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 7 of 11 EXHIBIT A SCOPE OF WORK Overview of the Afterschool Program Assessment System (APAS) APAS is a comprehensive evaluation system aimed at improving program quality and youth outcomes in afterschool programs. It is targeted towards programs serving the K-8 population that youth attend regularly, are well -established, and offer a range of enriching experiences. APAS includes two measurement tools —the Survey of Afterschool Youth Outcomes (SAYO), and the Assessing Afterschool Program Practices Tool (APT). These tools can be used together or separately depending on the specific needs of the program. The SAYO measures outcomes in nine areas that research suggests are linked to long-term positive development, as well as academic and life success. The SAYO uses brief pre- and post -participation surveys to collect data from day school teachers and afterschool staff regarding youth participation and experiences in afterschool programs. Through a "menu" approach, programs collect data only on outcomes that are aligned with their goals and practices. NIOST previously agreed, through a separate agreement, to provide training of SAYO-S through online training for designated individuals at the Sites that are associated with SPARC. Each of those Sites has their own login to NIOST's SAYO online training program. SCOPE OF WORK 1. Generally. This scope of work is for the Sponsor's 2013 summer camp SPARC programs. NIOST is responsible for providing SPARC representatives with the SAYO-S online training, tools and surveys, which the SPARC representatives will then use to participate in pre- and post -participation outcome surveys. The information collected from those surveys will be used for data collection and evaluation of the SPARC program. 2. SAYO-S a. The SAYO-S uses brief pre -participation and post -participation outcome surveys to collect data about youth from regular education teachers and afterschool staff. The SAYO-S is based on a menu approach in which programs collect data on outcomes that are most aligned with their goals for the young people being served. The SAYO-S outcome areas include the following eight components: (1) behavior in the program/classroom, (2) initiative, (3) engagement in learning, (4) relations with adults, (5) relations with peers, (6) problem solving, (7) communication skills, and (8) homework. For purposes of this Agreement, only two of the SAYO-S outcome areas will be surveyed. b. NIOST will provide reports on two of the above -stated outcome areas for the Sites — (1) behavior in the program/classroom and (2) another outcome area to be determined by each individual Site. NIOST will collect data on these outcome areas by asking the Sponsor and the designated Site representatives to respond to four or five questions related to observable youth behaviors. To accomplish this, NIOST will provide the SAYO-S Survey Monkey link to the designated staff at each Site to complete surveys on their youth and remind the designated staff from each Site to complete and submit data (both for the pre -participation and the post -participation outcome surveys). Agreement Between Wellesley College and the City of Fort Worth 8 of 1 1 c. Sponsor will make efforts to keep the data collection process on target because the 2013 summer programming time is short and fast turnaround of information is needed. 3. Evaluation and Consultation a. NIOST will clean and analyze all of the data compiled as part of the SAYO-S surveys (both pre- and post -participation) and prepare a summary report for each Site and a program -wide report for pre- and post- participation data in accordance with the Schedule. b. Any and all evaluations and reports produced by NIOST under this Agreement (collectively, the "Work") shall be owned, at all times, by the City. NIOST shall deliver the Work Product to the Sponsor in accordance with the terms of this Agreement. The Sponsor shall have access to and be entitled to review and copy any portion of the Work Product at any time. NIOST may retain a copy of the Work Product except as to any portion thereof that is proprietary or otherwise confidential. c. All Work Product delivered by NIOST will be site reports generated in a template form. NIOST will share a copy of the template to the City prior to creating the reports to ensure the City is sufficiently understanding of the Work Product regarding style, format, content, and other delivery requirements to ensure that the Work Product, when delivered, will meet Sponsor's specifications. The Sponsor may make revisions itself to the reports after written or have another person make such revisions at no cost to NIOST. Agreement Between Wellesley College and the City of Fort Worth 9 of 11 Location Diamond Hill Station Tanglewood Elementary School Martin Club United Community Centers Eastside YMCA day camp Worth Heights Community Center Andrew Doc Session Community Center Diamond Hill Community Center Riverside Community Center Fire Station Community Center Southwest Community Center R.D. Evans Community Center Exhibit B Sites Address 2700 Meacham Blvd., 76137 1215 Country Club Ln., 76112 3123 Avenue G., 76105 3101 Avenue I., 76105 1500 Sandy Ln., 76112 3551 New York Ave., 76110 201 S. Sylvania Ave., 76111 1701 NE 36th, 76106 3700 E. Belknap St., 76111 1601 Lipscomb St., 76104 6300 Welch Ave., 76133 3242 Lackland Rd., 76116 Agreement Between Wellesley College and the City of Fort Worth 10 of 1 1 Exhibit C Schedule 1. Within 5 days after the Effective Date — NIOST shall send the pre -participation outcome SAYO- S data reports to the Sponsor (assuming data is received by July 1st).** 2. On or before August 23, 2013 — The Sponsor will submit the SAYO-S post -participation surveys 3. September 30, 2013 — NIOST shall submit all Work Product required under this Agreement, including the summary report for each Site and a program -wide report for pre- and post - participation data (may be revised by the parties depending on camp end dates and when data is received)** ** For both reports there is about a two week turn around (10 business days) between when the data is received and when the reports will be sent out. Agreement Between Wellesley College and the City of Fort Worth 11 of 11