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GRANTEE AGREEMENTNational Council on Aging Grantee Agreement This Agreement is entered into by The National Council on the Aging Inc., hereinafter referred to as NCOA, and City of Clearwater hereinafter referred to as GRANTEE. The GRANTEE agrees to operate the project in accord with all clauses and exhibits included herein. This Agreement is contingent, in its entirety, on GRANTEE'S strict conformance with the terms of this Agreement. GRANTOR GRANTEE National Council on Aging 251 18th Street South, #500 Arlington, VA 22202 City of Clearwater Parks and Recreation Department 100 S. Myrtle Ave. Clearwater, FL 33756 GRANTEE GRANT PERIOD February 1, 2015 — May 31, 2015 Funds Awarded $10,000 Method of Payment [ ] Cost Reimbursement Per Payment Schedule III.B [ ] Advance Payment Approved for by Approved for GRANTEE by NAME Donna Whitt (See attached signature page) TITLE Chief F. ncial Officer SIGNATURE DATE / 5-A f /3 WITNESSETH WHEREAS, the GRANTEE, an independent contractor, has agreed to provide services as detailed below; NCOA and the GRANTEE desire to enter into an agreement whereby NCOA will distribute funds received under its grant to the GRANTEE in exchange for said services. [GM12- 1801 - 064/163108/1] Page 1 of 9 That NCOA and the GRANTEE acting by and through their representatives have collectively agreed and by execution hereof are bound to the mutual obligations and to the performance and accomplishments of the tasks and provisions hereafter described. 1. PURPOSE A. Project Objectives The GRANTEE understands and agrees that the purpose of the Agreement is to: partner with National Council on Aging to demonstrate and evaluate a feasible and scalable model for delivering nutrition education programs to older adults through senior centers. The primary objectives, to be undertaken over a four month (4) period, include: Objectives • The GRANTEE will test the educational program and materials in 4 senior centers and or community centers in Clearwater, Florida. The GRANTEE will deliver six nutrition education modules on key aspects of nutrition for older adults (in order) to at least 50 older adults per community center (eg. Senior Center, Library, Recreation Center) in Clearwater, Florida. • The GRANTEE will select staff member(s) or contract instructors to receive training as facilitators to deliver the education modules. Training will be provided by NCOA through webinar(s). • The facilitator will assist participants in pre and post survey completion, collect all surveys and return to NCOA within 7 days of a presentation. • THE GRANTEE will participate in monthly progress calls on the status of the initiative at each center. • The GRANTEE and facilitators will provide facilitator reports; lessons learned and best practices to NCOA and other pilot cities during monthly progress calls. • The nutrition education program will motivate and support participants to take small steps that have been proven to improve health. This project will evaluate and document the reach, impact, cost - effectiveness, and scalability of the proposed programming and distribution network. 13. Special Assurances 1) GRANTEE agrees to use its best efforts to comply with this Agreement. 2) In the event that GRANTEE is unable to perform such services in a manner consistent with this Agreement, GRANTEE agrees to immediately notify NCOA of such, in writing. [GM12- 1801 - 064/163108/1] Page 2 of 9 II. GRANTEE RELATIONSHIP A. Legal Authority The GRANTEE warrants that it is in compliance with all applicable state and federal requirements and standards and that it possesses the legal authority pursuant to any proper, appropriate and official motion, resolution or action passed or taken, giving the GRANTEE authority to enter into this Agreement, receive the funds authorized by this Agreement, and to perform the services the GRANTEE has obligated itself to perform under this Agreement. The person or persons signing and executing this Agreement on behalf of the GRANTEE, or representing themselves as persons authorized to sign and execute this Agreement on behalf of the GRANTEE, do hereby warrant and guarantee that they have been fully authorized by the GRANTEE to execute this Agreement on behalf of the GRANTEE and to validly and legally bind the GRANTEE to all terms, conditions, performances and provisions herein set forth. NCOA shall have the right to suspend or terminate this Agreement if there is a dispute as to the legal authority of either the GRANTEE or the person executing this Agreement. The GRANTEE shall be totally liable for return or reimbursement to the NCOA for all monies received if the Agreement is suspended or terminated. B. Independent Contractor Each of the parties is an independent contractor and neither party is, nor shall be considered to be, an agent, distributor or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. Neither party has authorization to enter into any contracts, assume any obligations or make any warranties or representations on behalf of the other party. Nothing in this Agreement shall be construed to establish a relationship of co- partner or joint venture between the parties. NCOA shall not be responsible and shall have no obligation to GRANTEE, the employees of GRANTEE or any governing body to withhold Federal, State, or local income tax, or NCOA's employee portion of FICA or other payroll taxes, and other taxes relating from any individual assigned by BDT to provide services under this Agreement; To the limits of Florida Statute § 768.28, GRANTEE shall indemnify, defend and hold NCOA harmless from all liabilities, costs and expenses, including attorneys' fees resulting from all third party claims brought against NCOA for any FICA, FUTA, or SUI contributions and any other payroll taxes or any claims of any nature, by GRANTEE or other resources providing the Services under this Agreement. C. Lobbying By accepting this Agreement, the signer hereby certifies, to the best of his or her knowledge and belief, that: [GM12- 1801 - 064/163108/1] Page 3 of 9 1) GRANTEE will not attempt to influence any member of Congress, State or local legislator to favor or oppose any legislation or appropriation with respect to this agreement. 2) Grant funds shall not be used for publicity or propaganda purposes, for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio, television, or film presentation designed to support or defeat legislation pending before the Congress or state and local legislatures. 3) Grant funds shall not be used to pay the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence legislation or appropriation pending before the Congress or state and local legislatures. D. Scope of Agreement That this written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement which varies from the terms hereof shall be void. That the provisions of this agreement are severable and if for any reason a clause, sentence, paragraph or other part of this agreement shall be determined to be invalid by a court, federal agency, board or commission having jurisdiction over the grantee subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. Provided, however, that NCOA retains the right to revoke this Agreement in its entirety, at NCOA'S discretion, in the event of non - compliance by GRANTEE or if NCOA has a reasonable basis for believing the GRANTEE is not or will not be carrying out the project as specified herein. E. Reporting Requirements 1. GRANTEE will be required to distribute pre -and post - evaluation forms to audience members and collect all forms at the conclusion of each presentation. GRANTEE will be required to provide NCOA will all evaluation forms upon completion of each module. The evaluations are due back to NCOA within 7 days after each module is presented. 2. GRANTEE will be required to participate in monthly conference calls, respond to periodic emails and web -based surveys aimed at gathering information, such as case studies and best practices, which will be helpful to NCOA and the other pilot cities. GRANTEE will be required to share samples of any new educational materials and tools that are developed under this project. F. Indemnification To the limits of Florida Statute § 768.28, each party shall indemnify, defend and hold harmless the other for all liabilities, costs, claims and expenses, including attorney's fees, [GM12- 1801 - 064/163108/1] Page 4 of 9 arising from third party claims brought against the other party for personal injury or death or damage to real property or intangible or tangible personal property to the extent caused by the negligent acts or omissions of the indemnifying party, provided, however, if there also is fault on the part of the other party or any entity or individual indemnified under this Agreement or any entity or individual acting on an indemnified party's behalf, the foregoing indemnification shall be administered on a comparative fault basis. Notwithstanding anything contained herein to the contrary, this indemnification provision shall not be construed as a waiver of any immunity to which City is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense City may have under § 768.28, Florida Statutes or as consent to be sued by third parties. G. Subcontractors GRANTEE shall not subcontract or delegate any work under this Agreement to any third party except with NCOA's approval of the subcontractor. NCOA shall provide its consent or withhold its consent by notice to GRANTEE within 10 calendar days after notice from GRANTEE of the subcontractor and the proposed agreement. Failure of NCOA to respond to a request for consent from GRANTEE shall be deemed to be NCOA's approval of the subcontractor and the agreement. GRANTEE shall be responsible for the performance of any subcontractors, subsidiary or affiliated companies and shall be liable for and indemnify, defend and hold NCOA harmless for such subsidiary, affiliated company or subcontractor's misuse or misappropriation of any Confidential Information or breach of the terms of this Agreement or the subcontractor's agreement with GRANTEE. III. GENERAL ADMINISTRATIVE PROVISIONS A. Period of Performance The term of this Agreement shall be for the period of February 1, 2015 through May 31, 2015. B. Total Funds Awarded NCOA will provide $2500.00 for each community center (eg. Senior Center, Library or Recreation Center) to participate in this initiative (4 @ $2,500= $10,000. There will be (2) installments of funds over the grant period. a. NCOA will make an initial payment of $5,000.00 upon execution of this document by GRANTEE and NCOA officials. b. The final payment of $5,000.00 will be processed provided once the GRANTEE has presented all six modules, submitted evaluation forms on time and a moderator /project manager has documented lesson learned, and best practices. Payments will be distributed via check to GRANTEE only after receipt of this agreement, signed by both parties, and a completed W -9 form. It is understood and agreed that in no [G M12- 1801 - 064/163108/1) Page 5 of 9 event shall the total distribution of grant funds made by NCOA to GRANTEE during the term of the Agreement exceed the amount designated on Page 1. C. Agreement Termination That the performance of work under this Agreement may be terminated by NCOA in accordance with this Clause in whole or in part: 1) Termination for Cause NCOA or the GRANTEE may terminate this Agreement when it has been determined that the other party has failed to provide any of the services specified within this Agreement. If the GRANTEE fails to perform in whole or in part the terms of this Agreement or fails to make sufficient progress so as to endanger performance, NCOA will notify the GRANTEE of such unsatisfactory performance in writing. The GRANTEE has ten (10) working days in which to respond with a written plan acceptable to NCOA for correction of deficiencies. If the GRANTEE does not respond within the appointed time with appropriate plans, NCOA shall serve a Notice of Termination on the GRANTEE which will become effective within thirty (30) days after receipt. 2) Termination for Convenience Either NCOA or GRANTEE may request a termination for convenience. Either party shall give a thirty (30) day advance notice, in writing, of the effective date of such a termination. The GRANTEE shall be entitled to receive just and equitable compensation for any allowable services satisfactorily performed hereunder through the date of termination. 3) Notice of Termination Whenever for any reason NCOA shall determine that such termination is necessary, any such termination shall be effective by delivery to the GRANTEE of a Notice of Termination specifying whether termination is for cause or for the convenience of NCOA, the extent to which performance of work under the Agreement is terminated, and the date upon which such termination becomes effective. Upon such termination of this Agreement, NCOA will determine the amount due the GRANTEE, or otherwise, such sum will in no event exceed the face value of this Agreement. In the event of a partial termination, the portion of the fee which is payable with respect to the work under the continued portion of the Agreement shall be equitably adjusted by agreement between the GRANTEE and NCOA, and such adjustment shall be evidenced by a modification to this Agreement. [GM12- 1801 - 064/163108/1] Page 6 of 9 IV. MISCELLANEOUS A. No Advertising/Publicity Neither party shall, without the prior written consent of the other, use in advertising, publicity, on the internet or otherwise the names, trade names, service marks, trade dress or logo of the other party or any of its affiliates or refer to the existence of this Agreement in any press releases, advertising, web sites or materials distributed or made available to prospective customers or other third parties. B. Successors and Assigns GRANTEE shall not assign, transfer or delegate any of the rights or obligations under this Agreement without the prior written consent of NCOA. This Agreement and all of its provisions shall inure to the benefit of and become binding upon the parties and the successors and permitted assigns of the respective parties. C. Survival Any provision of this Agreement which by its nature must survive termination or expiration in order to achieve the fundamental purposes of this Agreement shall survive any termination or expiration of this Agreement. D. Confidential Information Subject to applicable law, including but not limited to Chapter 119, Florida Statutes, this Agreement shall apply to all confidential and proprietary information disclosed by each party to the other including, but not limited to, data relating to a party's products, equipment, inventions, discoveries, trade secrets, secret processes, knowledge databases and proposals which access knowledge databases, financial data, personnel records, patient records, medical records, health information, test results, proprietary computer programs, marketing information, and any other similar information which is (a) clearly marked to indicate its confidential or proprietary status, if disclosed by one party to the other in written, graphic, recorded, photographic or any machine readable form, or (b) by its nature proprietary or non- public, even if not marked and regardless how it is disclosed. A party's Confidential Information shall include Confidential Information of a party's contractors, agents, and vendors. "Confidential Information" shall not include information which (a) was already known to either party prior to the time that it is disclosed to such party hereunder; (b) is in or has entered the public domain though no breach of the Agreement or other wrongful act of either party; (c) has been rightfully received from a third party without breach of this Agreement; (d) has been approved for release by written authorization of either party; or (e) is required to be disclosed pursuant to the final binding order of a governmental agency or court of competent jurisdiction, provided that NCOA has been given reasonable notice of the pendency of such an order the opportunity to contest it. [GM12- 1801 - 064/163108/1] Page 7 of 9 Both parties agree that they will be deemed to be in a fiduciary relationship of confidence with respect to the Confidential Information disclosed to it by the other party. Both parties agrees to hold the other's Confidential Information in strict confidence and not to disclose such information to any third party, or to use it for any purpose other than that contemplated by the parties at the execution of this Agreement. Both parties agrees that it will employ all reasonable steps to protect the Confidential Information from unauthorized or inadvertent disclosure, including without limitation all steps that it takes to protect its own information that it considers proprietary. Either party may disclose the other's Confidential Information only to those employees having a need to know and only to the extent necessary to enable the parties to adequately perform their respective responsibilities. No copies of the Confidential Information shall be made by either party except as may be necessary to perform services relating to the Confidential Information. If requested by NCOA, GRANTEE agrees to destroy any Confidential Information. As NCOA understands that Florida has a very broad public records law, notwithstanding anything contained herein to the contrary GRANTEE agrees to release any and all records as required by law, and NCOA agrees that GRANTEE will not be liable for any release of records which is required by law. E. Governing Law This Agreement shall be governed by, and construed in accordance with, the laws of the District of Columbia without giving effect to choice of law principles. Any action brought under or in relation to this Agreement shall be brought in a State or Federal court with venue in the District of Columbia. [GM12- 1801 - 064/163108/1] Page 8 of 9 City Signature Page for Grant Agreement between National Council on Aging and City of Clearwater Countersigned: — cteOfte(\c(.cVk) George N. Cretekos Mayor Approved as to form: Attest: CITY OF CLEARWATER, FLORIDA By: William B. Horne, 11 City Manager V I.1i/i1 is Mathew M. S h -fix: Rosemarie CaII 4L■ Assistant City Attorney City Clerk [GM12- 1801 - 064/163108/1] Page 9 of 9