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HomeMy WebLinkAbout6.l. Aging Mastery Program GrantE X E C U T I V E S U M M A R Y City Council Regular Meeting: April 5, 2016 AGENDA ITEM: Aging Mastery Program Grant AGENDA SECTION: Consent PREPARED BY: Dan Schultz, Parks and Recreation Director AGENDA NO. 6.l. ATTACHMENTS: Proposed Aging Mastery Program Grant Agreements APPROVED BY: ddj RECOMMENDED ACTION: Motion to approve the City of Rosemount entering into grant agreements for the 2016-2017 Aging Mastery Program. ISSUE The Rosemount Parks and Recreation Department in conjunction with the Rambling River Center in Farmington have been awarded a grant from the National Council on Aging to host the Aging Mastery Program (AMP). The City of Rosemount will be receiving $6,000 to operate the program. This is a comprehensive and fun approach to aging well that encourages people to take actions to enhance their health, financial well-being, social connectedness, and overall quality of life. Central to the AMP philosophy is the belief that modest lifestyle changes can produce big results and that people can be empowered and supported to cultivate health and longevity. Equally important, the program encourages mastery – developing sustainable behaviors over time. Participants in AMP go through a 10-week core program followed by optional elective classes and activities. Our two agencies will be jointly offering multiple sessions of this program over the next 18 months. Staff is recommending that the City of Rosemount enter into the necessary agreements to operate an Aging Mastery Grant Program in Rosemount. Included in the packet is a copy of the proposed grant agreements for your review and to be considered for approval. 2 Grantee Agreement This Agreement is entered into as of January 1, 2016 by and between The National Council on the Aging Inc., hereinafter referred to as “NCOA”, and City of Rosemount hereinafter referred to as “GRANTEE”. The GRANTEE agrees to operate the project in accord with and the terms and conditions attached hereto and any exhibits included herein and in accordance with the terms of the AMP Program Agreement executed contemporaneously with this Grantee Agreement (the “AMP Program Agreement”). This Agreement is contingent, in its entirety, on GRANTEE'S strict conformance with the terms of this Agreement and the AMP Program Agreement. GRANTOR GRANTEE National Council on Aging 251 18th Street, South Suite 500 Arlington, VA 22202 City of Rosemount Organization DUNS #: ____________ Organization Congressional District: ___ Is Org. registered in CCR: ____ GRANTEE GRANT PERIOD January 1, 2016 to June 1, 2017 (the “Grant Period”) Funds Awarded $6,000 NCOA will provide grant funding to Grantee in the amount of $6,000, to be distributed upon execution of this Agreement and the AMP Program Agreement. Grant funding will be designated solely for use to implement the AMP Program in accordance with the terms of this Agreement and the AMP Program Agreement. Method of Payment [] Cost Reimbursement [X ] Advance Payment Approved for NCOA by: Approved for GRANTEE by: NAME Donna Whitt NAME TITLE Chief Financial Officer TITLE SIGNATURE SIGNATURE DATE DATE ADDITIONAL TERMS AND CONDITIONS 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. That NCOA and the GRANTEE acting by and through their representatives have collectively agreed and b y execution hereof are bound to the mutual obligations and to the performance and accomplishments of the tasks and provisions hereafter described. 3 I. PURPOSE A. Project Objectives The GRANTEE understands and agrees that the purpose of the Agreement is to: The goal of this initiative is to improve the health, independence, and well-being of rural older adults by introducing the Aging Mastery Program® into 39 small towns and rural areas in Minnesota, Washington and Wisconsin. The primary objectives, to be undertaken during the Grant Period include:  Send two staff members to attend a one-day, centrally located training in their state in January or February of 2016. Travel costs for two staff from each site will come from the $6,000 grant funds given to each organization.  Participate in regular technical assistance and training activities.  Provide at least two, 10-week courses to a total of 50-60 participants over 18 months (one or more courses in the spring of 2016, one or more in the fall of 2016, and one or more in the spring of 2017). For these two courses, NCOA will provide all of the participant materials as an in-kind contribution.  Offer ongoing AMP engagement activities for the period of the grant for completers of the 10- week course, using materials to be provided by NCOA. These activities will include: periodic elective classes, daily practices program materials to reinforce individual behavior change, and AMP club activities. At least one of the elective classes and some of the suggested AMP Club activities will include an intergenerational component.  Work with state leads and NCOA to develop and implement sustainability strategies. Assuming the program is successful, make good faith efforts to sustain the program with sources of funding other than this grant, including offering at least one more 10-week program in the Fall of 2017 with participant materials ($60 per person) not paid for by NCOA. B. Special Assurances 1) GRANTEE agrees to use its best efforts to comply with this Agreement and the AMP Program Agreement. 2) In the event that GRANTEE is unable to perform such services in a manner consistent with this Agreement and the AMP Program Agreement, GRANTEE agrees to immediately notify NCOA of such, in writing. 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 4 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 on its behalf. In such event, GRANTEE shall refund to NCOA all grant funds received as of the date of such suspension or termination. 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 GRANTEE to provide services under this Agreement. C. Prohibition on Lobbying 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 Except for the AMP Program Agreement, this written instrument constitutes the entire agreement by the parties hereto concerning the subject matter hereof, and any prior or contemporaneous, oral or written agreement which varies from the terms hereof shall be void. 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 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 terminate this Agreement in accordance with this Agreement, at NCOA’S discretion, in the event of breach by GRANTEE or, immediately upon written notice to GRANTEE if NCOA has a reasonable basis for believing the GRANTEE is not or will not be carrying out the project as specified herein and in the AMP Program Agreement. 5 E. Reporting Requirements GRANTEE will be responsible for engaging in the participatory evaluation process which will include:  Active participation in identifying the learning and evaluation issues;  Utilizing the online AMP community to enter program data from your participants including demographic data, participant satisfaction data, and attendance.  Provision of information and sources for data collection;  Participate in semi-structured interviews administered at two time points: at the beginning and the end of the AMP program for evaluation purposes.  Assist NCOA in devising action plans to address the programmatic and operational issues to be addressed by their model; and,  Participation in the feedback loop for distribution of the findings from the research at each data collection point. The above activities will require a minimum of hours as stated below to meet the reporting requirements:  Two hours a month during the project activity period. The above time allocations could be spent in site visits, conference calls, focus groups, completing on-line surveys, reviewing reports and providing written feedback, or other activities deemed by NCOA to be needed to complete the evaluation. F. Subcontractors Without NCOA’s express prior written consent, which may be withheld in NCOA’s sole discretion, GRANTEE shall not subcontract or delegate any work under this Agreement, in whole or in part, to any third party. GRANTEE shall provide NCOA written notice of any proposed subcontracting, including information about the services to be subcontracted, the identity of the subcontractor, a copy of the proposed agreement with such subcontractor and other reasonable detail for NCOA to consider such request. NCOA shall provide written 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 within such 10 calendar day period shall be deemed to be NCOA’s approval of the subcontractor and the agreement. GRANTEE shall be responsible and liable for the performance of any subcontractors, subsidiary or affiliated companies and shall be liable for such subsidiary, affiliated company or subcontractor’s misuse or misappropriation of any Confidential Information or other breach of the terms of this Agreement, the AMP Program Agreement and 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 January 1, 2016 to June 1, 2017. B. Total Funds Awarded 6 NCOA shall provide GRANTEE the grant funding shown on Page 1 of this Agreement for the Grant Period in accordance with the payment terms described therein. Payments will be distributed via check to the GRANTEE only after receipt of this Agreement and the AMP Program Agreement, signed by both parties, and a completed W-9 form. It is understood and agreed that in no event shall the total distribution of grant funds made by NCOA to GRANTEE during the term of this Agreement exceed the amount designated on Page 1. This Agreement may be terminated by the parties as follows: 1) Termination for Cause Each party shall have the right, in addition to any other rights and remedies available to the party, to terminate this Agreement by written notice to the other party if the other party breaches any material provision of this Agreement and, in the case of a breach capable of cure, fails to cure such breach within thirty (30) days of the receipt by the breaching party of notice specifying the breach and requiring its remedy. If the breach is incapable of cure, the non- breaching party may terminate this Agreement immediately upon written notice to the breaching party. 2) Termination for Convenience NCOA may terminate this Agreement for convenience upon at least thirty (30) days’ advance written stating the effective date of such a termination. The GRANTEE shall be entitled to receive or retain just and equitable compensation for any allowable services satisfactorily performed hereunder through the date of termination. Any grant funding received by GRANTEE is excess of this amount shall promptly be refunded to NCOA. 3) Effect of Termination Upon termination of this Agreement for any reason, 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 termination for any reason, the grant funding which is payable under this Agreement shall be equitably adjusted by NCOA. IV. MISCELLANEOUS A. No Advertising/Publicity Except for the limited license rights in the AMP Program Agreement, 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, which may be withheld in the sole 7 discretion 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 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. Both parties agree 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 to exercise its rights and perform its obligations under this Agreement. Each party agrees that it will employ reasonable measures 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 NCOA Confidential Information. E. Governing Law This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware 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 State of Virginia, Arlington County. The parties consent to the jurisdiction of such courts over them, 8 stipulate to the convenience, efficiency and fairness of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts based on the alleged inconvenience, inefficiency or unfairness of such courts. NATIONAL COUNCIL ON AGING, INC. CITY OF ROSEMOUNT By: By: Name: Name: Title: Title: 9 AGING MASTERY PROGRAM® AGREEMENT THIS AGING MASTERY PROGRAM® AGREEMENT (the "Agreement"), effective as of January 1, 2016 ("Effective Date") is made by and between the National Council on Aging, Inc., with offices located at 251 18th Street South, Suite 500, Arlington, VA 22202 (“NCOA”) and City of Rosemount a muncipality, having principal offices at 2875 145th Street West, Rosemount, MN 55068 ("Client"). BACKGROUND NCOA is the nation’s leading nonprofit service and advocacy organization representing older adults and the community organizations that serve them. NCOA works with local and national partners to give older adults tools and information to stay healthy and secure, and advocates for programs and policies to improve the lives of older adults. Consistent with NCOA’s mission of improving the lives of millions of older adults, NCOA has developed an incentive-based educational program currently known as the Aging Mastery Program® (the “Program”), designed to provide seniors the education, information and resources they need to improve their health and wellness. Client is an organization serving older adults and wishes to utilize the Program for the benefit of older adults and NCOA wishes to make the Program available to Client, on the terms and conditions described in this Agreement. AGREEMENT In consideration of the mutual promises contained herein, and for other good and valuable consideration, the parties agree as follows: 1. DEFINITIONS. In addition the any terms defined in the text of this Agreement, the following capitalized terms shall are defined as follows: 1.1 “Administrator” means an employee of Client who is authorized by Client to administer the Program on its behalf, including managing Program Sessions and related documents for Participants and reporting of Program metrics to Client. 1.2 “Affiliate” means any corporation or other business entity controlled by, controlling, or under common control with a party. For this purpose, “control” means (i) direct or indirect beneficial ownership of fifty (50%) percent or more of the voting control, or (ii) the power to direct or cause the direction of the management and policies of such corporation or other business entity. 1.3 “AMP Program” means, collectively, the Program and Content. 1.4 “Content” means the copyrighted Aging Mastery Program® educational and resource materials and content and information provided or referenced therein, including all text, methodologies, approaches, and organization and any additional materials, including training, demonstration and promotional materials developed and licensed by NCOA in connection therewith. 1.5 “Educational and Research Purposes” means, and is limited to, participating in and conducting in-person, community-based training sessions, and participating in NCOA-sponsored research activities regarding participation in, and effectiveness of, the AMP Program. 10 1.6 “Participant” means an individual assigned to participate in a Program Session. 1.7 “Participant Data” means, collectively, (a) all demographic, healthcare and related program information relating to any Participant, including, without limitation, demographic data and data developed or obtained by NCOA or Client with respect to any Participant in connection with the provision of the AMP Program, whether from NCOA, Participants, Client or others, individually or collectively; and (b) all reports, compilations, analyses, or any other works derived from such information. 1.8 “Program” means the community-based copyrighted incentive-based educational program developed by NCOA currently known as the Aging Mastery Program®, including curriculum, program materials for distribution to Participants, methods, methodologies, approaches, training materials, organization and know-how, together with any improvements, modifications and subsequent versions made generally available to third parties by NCOA during the Term. 1.9 “Program Session” means, collectively an in-person, community-based educational session or sessions, conducted in-person for the purpose of implementing and-or participating in the AMP Program. 1.10 “Administrative Tools” means, collectively, all administrative tools and other resources concerning the Program made available by NCOA to Client administrators to assist with administration of the AMP Program and evaluation of Participants’ participation in the AMP Program, including electronic versions of AMP Program documents and online access to usage metrics and AMP Program materials. Administrative Tools are not accessible by Participants. 2. LICENSE GRANT 2.1 Grant of License to the AMP Program. Subject to the terms and conditions of this Agreement, including payment of applicable fees, NCOA hereby grants to Client a limited, personal, nonexclusive, nontransferable and revocable license during the Term, without the right to sublicense or assign, to use the AMP Program and to make the AMP Program available to Participants solely for Educational and Research Purposes. In addition, NCOA hereby grants to Client a limited, personal, nonexclusive, nontransferable and revocable license during the Term, without the right to sublicense, assign, or transfer, to use the Administrative Tools solely for access by Administrators to manage the AMP Program on Client’s behalf for the benefit of Participants. 2.2 License Limitations. 2.2.1 Client may not sublicense, distribute, display or make available the Administrative Tools to Participants or any third party in any form, or copy, modify or make any derivative works utilizing the Administrative Tools, in whole or in part. 2.2.2 Client may not sublicense, distribute, display or make available the AMP Program, or any portion of it, to any third party except as specifically allowed in Section 2.1 and may not copy, or create any derivate works based on the AMP Program or any portion of it. Except as provided in Section 2.1, Client may not distribute, display, copy or make available the AMP Program to any party in any form (including physical media, online display or in video form). 2.2.3 No license is granted for any other purpose other than described in this Section 2 and there are no implied license rights. 2.2.4 All rights not expressly granted to Client are reserved by NCOA. 2.3 Restrictions on Use. Use of the AMP Program in any manner other than described in this Agreement is strictly prohibited. Client may access and use the AMP Program solely for its own internal 11 business use for Educational and Research Purposes. Client shall not use the AMP Program or any related documentation or materials for any unlawful purpose and shall cause its Participants to comply with this restriction. Without the express prior written consent of NCOA, Client shall not; a) copy or modify the AMP Program; b) distribute, disclose, market, rent, lease, transfer or otherwise distribute or provide the AMP Program to any third party; c) create any derivative work of the AMP Program; d) modify or remove any copyright, trademark or other proprietary notices contained on or in the License Program and related materials; or e) disclose to any third party or publish the results of any research concerning the AMP Program or any results or performance benchmarks concerning the AMP Program. 2.4 Training and Support. NCOA shall provide a one-time initial AMP Program training session in such manner and at such date and time as reasonably determined by NCOA for purposes of introducing Client and its employees to the AMP Program and training Administrators in conducting the AMP Program, including use of AMP Program materials and Administrative Tools. In addition, NCOA shall provide general email and telephone support during customary NCOA business hours at such email address and number as designated by NCOA. Such support shall be provided to no more than two (2) designated representatives of Client to answer implementation questions concerning the AMP Program. NCOA may also provide additional training programs during the Term as determined by NCOA in its sole discretion, provided however that NCOA will review and consider input from Client concerning possible improvements and additions to training protocols and training materials for implementation of the AMP Program. 2.5 Quality. Client shall comply with all quality standards and guidelines concerning the AMP Program provided in writing by NCOA from time to time. Failure by Client to maintain such quality standards in utilizing the AMP Program shall constitute a breach of this Agreement, enabling NCOA to terminate this in accordance with the provisions of Section 7.3. 3. OWNERSHIP RIGHTS/ USE OF MARKS 3.1 AMP Program. Client acknowledges and agrees that as between Client and NCOA, NCOA owns all right, title and interest in and to the AMP Program, including the Administrative Tools and all modifications, improvements and derivate works derived therefrom, including without limitation any and all copyrights, patents, trade secrets, trademarks and other intellectual property rights therein. 3.2 Limited License to Trademarks. Subject to the terms and conditions of this Agreement, including payment of applicable fees, NCOA hereby grants to Client a limited, personal, nonexclusive, nontransferable and revocable license during the Term, without the right to sublicense or assign, to use NCOA’s name and approved logo and trademarks solely for purposes of promoting the AMP Program in the United States. Any such use or display shall be in accordance with NCOA instructions and in compliance with any guidelines provided by NCOA. 3.3 Trademark License Limitations. Client agrees not to take any actions which are harmful to, or inconsistent with, NCOA's rights in its name, logos, trademarks, service marks, trade names and other business names. Except as expressly provided in Section 3.2, Client does not acquire any rights and is not granted any rights or licenses under any trademarks or other intellectual property rights of NCOA or any of its Affiliates and may not use the foregoing for any purpose without the express prior written consent of NCOA. Client acknowledges and agrees that NCOA owns all right, title and interest in and to the NCOA name, other business names, logos, trademarks, tradenames and other business names. 4. NONDISCLOSURE 4.1 Confidentiality Obligations. Client agrees to hold the AMP Program and any information relating to this Agreement (including, without limitation, the AMP Program, Program materials, Administrative Tools and Participant data)and any information obtained by Client or its representatives regarding the AMP Program or its use) (collectively referred to as the "Confidential Information") in strict confidence and not to use or disclose the Confidential Information, in whole or in part, except as expressly 12 permitted in this Agreement or otherwise with the prior written consent of NCOA. Client may disclose the Confidential Information to employees of Client, but only to the extent they have a need to know to conduct the AMP Program and Client has advised them that such information is Confidential. Client agrees to instruct any such employees in advance who will have access to the AMP Program that they must comply with the restrictions set forth in this Agreement. 4.2 Exceptions. Client shall have no obligation to maintain the confidentiality of any information which (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received by Client from a third party without an obligation of confidentiality and without breach of this Agreement; (c) is developed independently by Client without access to or use of the Confidential Information; or (d) has been approved for release by prior written authorization of NCOA. 5. DISCLAIMERS 5.1 Changes to AMP Program. Client understands, acknowledges and agrees that: a) the AMP Program may be revised and/or supplemented by NCOA from time to time without notice to Client; and b) the AMP Program may contain errors, design flaws or other problems which may not be corrected by NCOA. 5.2 Disclaimer of Warranties. CLIENT AGREES THAT THE AMP PROGRAM IS BEING PROVIDED TO CLIENT ON AN "AS IS" BASIS. CLIENT ASSUMES ALL RISKS WITH RESPECT TO USE OF THE AMP PROGRAM AND AGREES TO MONITOR ITS’ USE OF THE AMP PROGRAM AND RESULTS OBTAINED USING THE AMP PROGRAM. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE DISCLAIMED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. 6. LIMITATION OF LIABILITY IN NO EVENT WILL NCOA OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE AMP PROGRAM, EVEN IF NCOA OR ITS SUPPLIERS OR LICENSEORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. TERM/ TERMINATION 7.1 Term. This Agreement and the license rights granted herein shall commence on the Effective Date and expire twelve months after the Effective Date (the “Initial Term”). Thereafter, this Agreement will automatically renew for successive periods of one (1) year, unless a party provides the other written notice of its intent not to renew within thirty (30) days prior to the expiration date of the then-current term (the Initial Term and any renewal terms, collectively, the “Term”) . This Agreement may also be immediately terminated by NCOA upon Client's or its representatives’ or Participants’ breach of Section 2 (license rights) and/or Section 4 (nondisclosure) of this Agreement. 7.2 Return of Materials. Any rights to use or access the AMP Program shall cease upon expiration of the Term. Client shall, within two (2) days after the expiration or termination of this Agreement, discontinue all use of the AMP Program and return to NCOA or destroy (including purging from any system or storage media) any and all copies of the AMP Program and any other Confidential Information, including any notes, feedback and other materials relating to the AMP Program. If requested by NCOA, an officer of Client shall certify in writing to NCOA that all copies of the AMP Program and Confidential Information have been returned to NCOA or destroyed. 13 7.3 Termination. 7.3.1 Each party shall have the right, in addition to any other rights and remedies available to the party, to terminate this Agreement by written notice to the other party if the other party breaches any material provision of this Agreement and, in the case of a breach capable of cure, fails to cure such breach within thirty (30) days of the receipt by the breaching party of notice specifying the breach and requiring its remedy. 7.3.2 Upon any expiration or termination of this Agreement, the licenses granted hereunder shall immediately terminate, NCOA’s obligations hereunder shall immediately cease, and, at a NCOA’s request, the Client shall either promptly return and provide to the requesting party all documents and other material and all electronic or other copies thereof containing any Confidential Information of NCOA or destroy all such documents and other material and all electronic or other copies thereof. At NCOA’s request, an officer of the Client shall certify to the requesting party that Client has complied with the terms of the preceding sentence respecting Confidential Information. The expiration or termination of this Agreement for any reason shall not affect any rights or liabilities of the parties which may have accrued prior to the date of expiration or termination. 7.3.3 NCOA my terminate this Agreement at any time upon thirty (30) days’ advance written notice to Client in the event NCOA determines, in its sole discretion, to terminate the Pilot or other use of the AMP Program. 7.4 Survival. The rights and obligations of the parties under Sections 3 (Ownership); 4 (Nondisclosure); 5 (Disclaimers); and 6 (Limitation of Liability) shall survive the expiration or termination of this Agreement for any reason. 8. ADDITIONAL OBLIGATIONS OF CLIENT 8.1 Notice of AMP Program Issues. Client shall promptly notify NCOA of any errors or problems relating to the AMP Program. Client shall cooperate with NCOA in identifying the source of and rectifying any such errors or problems. 8.2 Reporting. 8.2.1 Client shall utilize the Administrative Tools to provide NCOA information concerning Client’s use of the AMP Program. Such information shall include the number of times the AMP Program was given; the dates of each Program Session; the number of Participants for each Program Session; the identities and titles of Client’s representatives conducting the Program Sessions; and the nature and results of any research activities and benchmarking performed by Client during the applicable period. 8.2.2 From time to time during the Term, NCOA may request information or metrics concerning utilization of the AMP Program. Client shall promptly provide such information as may be reasonably requested by NCOA. 8.3 Marking/ Use of Trademarks. Client shall not remove or modify any and all proprietary notices (including any copyright and trademark notices ) contained on the AMP Program, or any part of it (including the Administrative Tools, Participant Materials and any content). Except as provided in Section 3.2, Client shall not use or display the name or trademarks, tradenames or service marks of NCOA or its Affiliates without the express prior written consent of NCOA in all instances. Any such use or display shall be in accordance with NCOA instructions and in compliance with any guidelines provided by NCOA. 8.4 Fees. Client shall pay the fees described in Exhibit A (Fees) for access to and use of the AMP Program and Administrative Tools during the Initial Term. NCOA may amend the pricing described on Exhibit A at any time, effective as of the commencement of the next subsequent renewal term, upon thirty 14 (30) days’ advance written notice to Client. All such fees shall be due and payable within thirty (30) days of invoice. Client shall be solely responsible for determining pricing for participation in the AMP Program by its Participants, as well as billing and collection of such fees from Participants. 9. GENERAL 9.1 Analysis of Participant Data. NCOA shall have the right to access, use, reproduce, compile, and/or aggregate any Participant Data for analytical, academic and other research purposes (including publication of research reports, articles, presentations and other academic materials), benchmarking and for purposes of extracting, obtaining and providing information related to the use and conduct of the AMP Program, provided that the Participant Data is compiled and presented in de-identified form only, without identifying the identity of the Participant (Participant Data in such de-identified form being referred to as the “De-Identified Data”). NCOA and its subcontractors shall also have the right to make derivative works of any De-Identified Data, including scholarly works and other publications derived from the De-Identified Data and such De-Identified Data may be used freely by NCOA and its subcontractors for any lawful purpose without a duty of accounting to Client. Client further agrees that NCOA may identify Client in works resulting from analysis of the AMP Program and use of the De-Identified Data as a participant in the AMP Program and source of such data. De-Identified Data shall not be considered Confidential Information under this Agreement. 9.2 Audit Rights. Client shall keep and maintain at all times during the Term and for a period of twelve (12) months thereafter (the “Audit Period”), complete and accurate books and records to permit substantiation and verification of compliance with this Agreement. NCOA and/or its representatives shall have the right during the Audit Period, upon no less than fifteen (15) business days prior written notice, to inspect, review and copy the books and records of Client and its subcontractors for the purpose of verifying compliance with the terms hereof and/ or assuring high quality implementation of the AMP Program by Client. All audits shall take place at a location or locations designated by NCOA and at mutually agreed times during normal business hours and shall not unreasonably disrupt or interrupt the normal business operations of Client. NCOA shall pay the costs of such audits. 9.3 Compliance with Laws/ Indemnity. CLIENT AGREES TO COMPLY WITH ALL APPLICABLE LAWS IN CONNECTION WITH CLIENT'S AND ITS PARTICIPANTS’ USE OF THE AMP PROGRAM, INCLUDING BUT NOT LIMITED TO LAWS CONCERNING PRIVACY AND INFRINGEMENT OF THIRS PARTY RIGHTS. CLIENT AGREES TO INDEMNIFY NCOA, ITS AFFILIATES AND THIER RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES AGAINST LIABILITY TO THIRD PARTIES (INCLUDING GOVERNMENTAL AUTHORITIES) RESULTING FROM CLIENT'S USE OF THE AMP PROGRAM AND ANY FAILURE OF CLIENT AND/OR ITS PARTICIPANTS TO COMPLY WITH SUCH LAWS. 9.4 Injunctive Relief. Client acknowledges that any breach of its obligations under this Agreement with respect to the proprietary rights and/or Confidential Information of NCOA will cause NCOA irreparable injury for which there are inadequate remedies at law, and, therefore, NCOA will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity. 9.5 Notices. Any notice required or permitted to be given by either party under this Agreement shall be given in writing and shall be delivered either by hand (provided a written receipt is obtained indicating that such delivery was made), sent by a reputable overnight mail service (e.g., Federal Express), or by registered or certified mail (return receipt requested), or by facsimile or e-mail (with confirmation copies sent by registered mail) addressed to the receiving party at its address set forth above. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph. 15 9.6 Assignment. Client may not assign its rights or delegate its obligations hereunder, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of NCOA. Any attempted assignment or delegation (by operation of law or otherwise) without NCOA's written consent will be void. The rights and liabilities of the parties under this Agreement will bind and inure to the benefit of the parties' respective successors and permitted assigns. 9.7 Waiver and Modification. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement will be effective only if in writing and signed by the parties. 9.8 Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 9.9 Controlling Law. This agreement shall be construed and interpreted in accordance with the Federal laws of the United States and the laws of the District of Columbia, without regard to principles of conflicts of law thereof. The parties stipulate and agree that any litigation arising from or relating to this Agreement will be filed and prosecuted before a court of competent subject matter jurisdiction in the District of Columbia. The parties consent to the jurisdiction of such courts over them, stipulate to the convenience, efficiency and fairness of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts based on the alleged inconvenience, inefficiency or unfairness of such courts. 9.10 Headings. Headings used in this Agreement are for ease of references only and shall not be used to interpret any aspect of this Agreement. 9.11 Entire Agreement. This Agreement, including all exhibits which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. 9.12 Counterparts. This Agreement may be executed in two counterparts, each of which shall be an original and together which shall constitute one and the same instrument. A copy of a digital or original signature (including an electronic copy) may be used for any and all purposes for which the original signature may have been used. The parties further waive any right to challenge the admissibility or authenticity of this document in a court of law based solely on the absence of an original signature. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by persons duly authorized as of the date and year first above written. NATIONAL COUNCIL ON AGING, INC. CITY OF ROSEMOUNT By: By: Name: Name: Title: Title: 16 EXHIBIT A FEES AMP® Pricing as of 08/18/15 Single Organization Description Cost What is included One time startup cost $3,500 for the first location $500 each for additional locations of the same organization  Planning, training from NCOA staff, technical assistance, and access to the online community and tools, marketing and recruitment materials to get the program started in your community, and sustainability tools to ensure future programmatic success.  Ongoing license to provide AMP, subject to rules of participation in program. Ongoing technical assistance, access to the online community and tools, and programmatic updates. Core Curriculum Variable costs per participant per year $60 per participant for 10 week course (Local partners may choose to price the program higher to cover their costs of program delivery.)  Aging Mastery core program (10 classes)  and related materials  Marketing templates  AMP Daily Practices Log  AMP note book and pen  AMP tote bag  AMP graduation pins and diploma templates Coming Soon! Post-core participation opportunities Pricing TBD Elective class materials and other ongoing engagement activities. Evaluation Variable TBD based on desired interests and outcome measures.