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HomeMy WebLinkAboutContract 44671 CITY SECRUARY 11 CONTRACT NO. AGREEMENT BETWEEN THE CITY OF FORT WORTH AND WELLESI EY COLLEGE This Agreement ("A greement" is entered into on this day of 2013, ("Effective Date") her and between the City of Fort " or , a holm e le 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 Port forth applied far. and received grant funds from the Wallace Foundation tai improve ve learning and enrichment opportunities for children through, among ether things, building systems to provid.e children with after school, sun-imer, 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 h its Parrs and Community Services Department "Spon r,," , will use the grant funds to initiate a. citywide system to support and strengthen the afters h+ of and summer progran ing in the local community and throughout, the City of fort Worth, said program otherwise known. as Strengthening Programs through Advocacy Resources any Collaboration �� �. WHE .AS, the Sponsor requires certain professional development services for the overall Purpose of improving and strengthening the SPARC program;, WHEREAS, the National institute on out -sc1. 1 'rime "NTOS "), 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, NJOS f' 'provides evaluations,ation,s, consultation, and training to create innovative, and effective solutiC ns tC cut 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 MOST mutually desire to enter into this Agreement to have NIOST pro idc evaluation and consultation services for the Sponsor's SPARC program. NOW, THEREFORE, in consideration leration of the mutual covenants herein expressed, the parties agree as follows: Scope of Services 1. MOST agrees to provide evaluations and consultations for the Sponsor's SPARC p:r gran- 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 he perfo ed in accordance wit h the schedule attached hereto as Exhibit C, which is incorporated rated .herein by reference ("Schedule"), Any changes in Schedule may he accomplished by written agreement of the parties, Agreement Between the City of fort Worth and Wellesley College. OFFICIAL RECORD I Of 11 CITY SECRETARY F1,WORTH,I MI 0 '111' 0 3 A 13J3 8 it. Terin Services shall be provided by MOST for a term begin.ning on the Effective Date and ending oil September 30, 2013 as, set, fo�rth in this Agreernent, unless this Agreement is, ten-ninated earlier as provided herein. Terms of'Payment I in consideration, of the Services to be perfon-ned hereunder, by MOST, the Sponsor agrees to pay MOST a, 'fixed fee of $6,400.0�O as ftill and complete compensation. NIOC ST shall not perform any additiona,l 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 liable for any additional costs not specifi ed by this Agreement unless the Sponsor first approves of such expenses in writing. The cost breakdown for the Services arc as follows-, a. Total cost,for the Services shall be $6,400.00, i. $5,40 12 sites x, $500 per bite for data collection, analysis, and reporting; and i. $1,1000.00 -project inanagernent and administration 2. The Sponsor agrees, to pay NIOS'r in the following installmients set forth below,, each installment to represent fuli and final payment 'for,al] Services providied hereunder-. a. Half the fee ($131,2010.00) is due within thirty (301), days after execution of this Agreement by the Sponsor'. b. The balance ($3,200.001), is due September 30th, 2 13 or withm 30 days of coy lair of last foist-SAY O,-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 'undisputeri poilion will be paid. Sponsor w,ill exercise reas,onablenes,s in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mu-tually resolved. For contested billings, the Sponsor shall make payment in, ft ill to MOST within 60 days of the date the contested matter is resolved. 4. Payrnent is to be tnade to Nl()STiWellesley College and sent to-, National Institute on Out-of-School Time, W'ellesley College, 106 Central Street, Wellesley, MA 02481'. attention: Elizabeth Meister. IV, Intellectual Property Any intellectual property relating to inventions conceived, and reduced to, pract ce solely by MOST in performance of this Agreement sh(-Ilrl be and renlain the sole property of MOST. Intellectual- Property relating to inventions conceived and reduced to 'practice solely by Sl'.)onsor in performance of this Agreement shall be and remain the sole property of Sponsor. Intellectual Property relating, to inventions conceived and reduced, to pra wise jointly by NIOST artcl Sponsor in performance of this Agreement shall be jointly owned. Sponsor shall have the right to use MOST intellectual property for Sponsor's own internal educational and ,training purposes. Agreement Between Wellesley College and the City of Fort Worth 2 ofl 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 MOST training materials, is held by NIOS71' 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 transinitted in any form or by any means, including, but not limited to electronic, photoeopying, recording or otherwise, without prior permission from NIOST. Unless expressed written permission is obtained, the Sponsor may not prepare derivative work(s) from copyrighted MOST training materials, Vt. Termination I Termination for Convenience: The parties may terniinate 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 MOST for Services actually rendered, and MOST shall inu-nediately discontinue all Services upon the effective date of termination. Any arnounts, paid to MOST 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 MOST 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 cone 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. vil. 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 perfon-nance 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. Vill. 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. MOST 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 WelleMey College and the City of Fort Worth 3 cif't 1 shall the Sponsor be liable for any breach, of this Agreement by any Third Parties, whether or not those Third Partics, may be receiving any benefits, under this Agreement, X. Con fident i'afity N01S,T, 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, MOST 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 infon-nation in any way., MOST shall notify the Sponsor immediately if the security or integrity of any Sponsor information has been compromised or is believed to lave been compromised, in which event, MOST shall, in good faith, use all commercially reasonable effoils, 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 MOST shall operate hereunder as an independent contractor and riot as an officer, agent, servant, or employee of Sponsor. MOST shall have exclusive control of and the exclusive right to control the details, of the Services, performed hereunder, and all persons perfori-ning, same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees,, subcontractors and program participants,. The doctrine of respondent Stiperior shall not apply as between the Sponsor and MOST", 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 MOST. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of MOST is in the paid service of Sponsor. X1,! Assignment, MOST 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. X11. Right to Audit MOST 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 NIOSI I involving transactions relating to this Agreement. MOST agrees that the Sponsor shall, have access during normal working hours to all necessary MOST Eracilities 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 MOST reasonable advance notice of intended audits. This section shall survive the expiration or termination of this Agreement. Agreement Betweeti well le college and the City offort Worth 4 of I I Compliance with Law MOST,, 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 MOST any such violation on the part of MOST or any of its officers, agents, employees or subcontractors, then Nf T shall immediately desist from and correct such violation. XIS'". 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. Not ces 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.. TOTHE SPONSOR: City of Fort Worth Parks and Community Services Department Attn.: Sheri Endsley 4200 South Freeway, Site 2200 Fort Worth, Texas 76115 Facsimile.- 817-392-5724 TO N1()ST- Name: National Institute on Out-of-School Time, Wellesley Centers for Women Attn: Karen Lachance, Assistant Director Address: Wellesley, 106 Central Street,Wellesley',M,assachusetts 02481 Facsimile.- 781-283-3657 XV11 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' MOST 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, DEATH5 TO ANY PERSON, INCLUDtNG, BUT NOT LIMITED TO, OFFICERS., Agreement Between Wellesley College and the City of Fort Worth 5,oft I ..... . ...... ....................... AGENTS, OR EMPLOYEES OF NIO!ST OR SUBCONTRACTORS, WHICH MAY ARISE OUT OF ANY ACT, ERROR, OMISSION, OR INTENTIONAL MISCONDUCT IN THE PERFORMANCE OF NIOST9S SERVICES EXCEPT THOSE CAUSED BY THE NEGLIGENCE, OR WILLFUL MISCONDUCT OF THE SPONSOR. NIO T SHALL DEFEND, AT IT'S 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 W'RICH MAY BE tNCURRED BY OR RENDERED AGAINST' THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING FROM SUCH ACT, ERROR, Off.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, XtX. Non-Waiver The failure of Sponsor or NIOST to insist upon the perfoniiance 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 Sponsor's or District's right to assert or rely upon any such term or right on any future occasion., X . Severablility If any p rovisio�n 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. NTOS shall clearly indicate to Sponsor what information it deems propr,ietary. If Sponsor is, required to disclose any documents that may reveal any of N-10 ST),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 NJOST prior to disclosure of such documents, and give NJOST' the opportunity to su I t)m.it reasons for objections to disclosure. Sponsor agrees, to restrict Agreement Between Wellesley College and the it of Fort Worth 6 of]I ... .................... .......... access to N . ST's information to those persons within its, organization who have a need to 'know for pui-poses, of management of this Agreement., Sponsor agrees to inform its employees of the obligations tinder this paragraph and to enforce rules, and procedures that will prevent any unauthorized disclosure or trans,fer of information. Sponsor will use its best efforts to secure and protect NJOST'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 prop.ri.etary by NIOSI 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, I,I I COUNTERPAR TS AND ELECTRONIC SIGNA"I"URES 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 eniall shall be as legally binding for all purposes as an original signature, XXIVQ Entil4ety 'This, document constitutes the entire agreement between the parties. Agreement revisions or modifications shall be made in writing and mutually .greed 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 Melissa Fletcher usan Alanis Interim Assistant Vice President Assistant City Manager Date -71'Z 3 13 Date ATTE 1T: A By: Mary Kayser ' a oft. City Secretary APPROVED AS TO FORM 0* JOL 0 AND LEGALITY.- %0 0 4to 00O..L, Ay 'By: ........ ............... r fyte�� Wallach Assistant City Attorney OFFICIAL RECORD D CITY SECRETARY Agreement Between Wellesley College and the City of"Fort Worth r 7 of I I FTv WORTH,TX ............... 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 after school 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 Afterscbool Program Practices Tool (AP'T). These tools can be used together or separately depending on the specific needs, of the program. The SAY O 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 afterschoiol programs. 'Through, a "menu" approach, programs collect data only on outcomes that are aligned with their goats and practices. N"tOST 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 I u Generally, This scope of work is for the Sponsor's 2013 summer camp SPARC programs. MOST is responsible for providing SPARC representatives with the SAYO-S online training,, tools and surveys, which the SPARC representatives wit] 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 SAY 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 peopile being served. The SAYO-S Outcome areas, in 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. MOST will provide reports, on two of the above-stated outcome areas for the Sites — (1) behavior in the pirogratTL/classro,om and (2), another outcome area to be determined by each individual Site. MOST will collect data on these outcome areas, by asking the Sipo�nsior and the designated Site representatives to respond to four or five questions related to observable youth behaviors. To accomplish this,MOST 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 posit-participation outcome surveys). Agreement Between Wellesley College and the City of Fort Worth 8 0f 11 'I I will i ion process on target because c Sponsor i -nake efforts to keep the data collect' the 2013 summer' program-iiiing, time is short and fast turnaround of information, is, needed. 3. Evaluation and Consultation a,. MOST will clean and analyze all of the data compiled as part of the SAY surveys (both pre-and post-participation) and prepare a summary report-for each Site and a prograrn-wide report for pre- and post- participation data in accordance with the Schedule. b. Any and atl evaluations, and reports produced by MOST under this Agreement (collectively, the ",Work"') shall be owned, at all times, by the City. MOST 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. MOST 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 MOST will be site reports generated in a template form, MOST 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 specifi cations. The Sponsor may make revisions itself to the reports after written or have another person make such revisions at no cost to MOST. Agreement Between We lie sle,y Colt eg,e and the City of Fort Worth 9 Of I I Exhibit SIes Location Address Diamond mon Hill Station 2700 Meacham Blvd.,76137 Tanglewoed Elementary School 1215 Country Club Ln.,76112 Martin Club 3123 Avenue G., 76105 United Community Centers 3101 Avenue L, 761015 Eastside YMCA day camp 1500 Sandy Ln., 7 112 Worth Helighits Community Center 3551 New York Ave., 7 110 PAndrew Doc Session Community ;enter 201 S.Sylvania Ave.,,76111 Diamond Hill Community Center 1701 NE 36th, 76106 Riverside Community Center 3700 E. Blelkna t., " 111 Fire Station Community Center 1601 Lipscomb St., 76104 Southwest est Community Center 6300 Welch Ave., 76133 R.D. Evans Community Center 3242 Lack land ,76116 Agreement Between Wellesley College n the °it `Fart Worth 10 of l I T-11 Exhibit C Schedule 1, Within 5 days after the Effective Date— MOST shall send the pre-participation outcome SAS`O- S data reports to the Sponsor(assuming,data is received by July I std.** 2. On or before August 23, 2013 —The Sponsor will submit the SAYO-S post-p,artici pit io�n surveys 3. September, 30, 2013 — MOST shall submit all Work Product required tinder this Agreement, including the summary report for each Site and a program-wide report for pre- and post_ p�articipation 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 Coll e and the it off` ort Worth 11 of]I ....... .......1-11.1.11-."-.11,,--.'ll,,,.............1....................—..,..-..—................