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HomeMy WebLinkAboutNeighborhood Reinvestment Corp. r %� SERVICE AGREEMENT Success Measures Custom Consulting Services This Service Agreement is entered into as of August 1,2016 by and between Neighborhood Reinvestment Corporation, dba NeighborWorks*America, a Congressionally-created non-profit organization with its principal office in the District of Columbia ("NR"), and City of Oshkosh with its principal office in Oshkosh,WI (the "Client"). The Client desires to receive consulting services from NR's Success Measures®program. NR desires to provide such services to the Client; and the parties agree to enter into this Agreement according to the terms and subject to the conditions set forth herein. 1. Scope of Work. NR shall perform the services (the "Services")as set forth in Exhibit 1. 2. Term.This Agreement shall commence on the date hereof and shall continue until July 31, 2017. 3. Compensation: a. Success Measures consulting services are provided on a time and expense basis as described in the Scope of Work set forth in Exhibit 1. Payment of consulting fees are due in full upon receipt of an invoice. b. The Client shall pay NR's invoice no later than 30 days following the date of the invoice. Payment should be made in the form of a check payable in US dollars to: Neighborhood Reinvestment Corporation ATTN: Finance Division-c/o Controller 999 North Capitol Street, NE,9th Floor Washington, DC 20002 c. Client shall be responsible for all taxes, levies and fees,which may be due to any governmental authority arising out of performance of the Services, except taxes based on NR's net income. However, NR is exempt from income taxes. d. In the event that the Client desires to have NR provide additional consulting services not included in the Services described in Exhibit 1, NR will develop a custom scope of work and cost estimate for the Client and will not proceed without Client's prior Written approval,which approval shall be evidenced in writing and signed by the parties. 4. Limitation of Liability. No party shall be liable for consequential, indirect,special or incidental damages arising out of or relating to this Agreement. In no event shall NR's liability for any damages under.this Agreement exceed the fees paid by Client to NR. NR makes no warranties of any kind; either express or implied, with respect to the Services, including without limitation,the implied warranty of fitness for a particular purpose or merchantability. 5. Termination. Either party may terminate this Agreement prior to the expiration date set forth in paragraph 2 above by giving the other thirty(30) days' notice in writing, which notice shall specify the date upon which such termination becomes effective. In the event either party gives such notice,this Agreement shall terminate upon the date specified, and the parties hereto shall be released from any and all liability according to the following terms: a. If NR terminates, NR shall be entitled only to payment for Services performed and expenses paid or incurred prior to the effective date of termination. 1 unenforceable, in whole or in part,the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby and shall nevertheless be binding between the parties hereto. 11. Force Majeure. In the event NR is prevented from performing the Services due to any cause beyond its reasonable control, including but not limited to,strike, labor or civil unrest or dispute, embargo, blockade,work stoppage, delay, protest or acts of God, the period of performance shall be extended to such extent as may be reasonable to perform after the cause of delay has been removed. 12. Governing Law and Jurisdiction. This Agreement shall be construed according to the laws of the District of Columbia.Any lawsuit arising out of this Agreement must be brought in a court of competent jurisdiction located within the District of Columbia. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written: NEIGHBORHOOD REINVESTMENT CORP. CITY OF OSHKOSH Na e: 'c Kopf Dat4 Nam : May\ Date Title: Dire or, Success Measures Evaluation Title: Ci}q MAySa r Services, NeighborWorks America v 3 Exhibit 1 Success Measures Scope of Service City of Oshkosh July 25, 2016 Compensation and Payment Schedule Neighborhood Reinvestment Corporation (dba NeighborWorks®America)will provide the following Success Measures services to the City of Oshkosh (the Client)on a time and expense basis not to exceed a total'fee of$4,875 including a Premium Success Measures Data System (SMDS)subscription, Evaluation Learning Center access, consulting services and custom Success Measures Hata System training services. Fee are due upon receipt of invoices. Invoices will be submitted for the services rendered according to the following payment schedule: Invoice 1: Upon signing—July 2016 Success Measures Data System subscription and Evaluation Learning Center Access $2,250 Invoices 2—5: Consulting and training services rendered will be invoiced on a quarterly basis on the schedule shown below. Consulting services for evaluation $2,625 planning, data collection and analysis will not exceed a total of 14 hours at a rate of $137.50/hour. Custom Success Measures Data System training services will not exceed a total of 8 hours at a rate of$87.50/hour. September 15, 2016 P December 15, 2016 • March 15, 2017 Total 74,8775 Timeframe Services will be provided from August 1, 2016 through July 31, 2017. Scope of Service 1. Evaluation Consulting: Success Measures will provide a pool of up to 14 hours of evaluation consulting services. Based on its needs,the Client may draw on the following menu of services to select the consulting services it is interested in accessing. Please note that with an allocation of 14 hours of service, it will not be possible to access all of the items on the menu of evaluation consulting services. a. Planning the evaluation process: The menu of evaluation planning services include: i. Through conference calls and remote materials review, become familiar with the range of the City of Oshkosh programs to assess its evaluation needs. ii. Conduct an interactive webinar to identify key outcomes the City of Oshkosh Programs. 1 Success Measures Data System Subscription Agreement This Agreement,dated July 25, 2016, is by and between Neighborhood Reinvestment Corporation, dba NeighborWorksO America,a Congressionally-created non-profit organization with its principal office in the District of Columbia ("NW"), and City of Oshkosh with its principal office in Oshkosh,WI (the"Subscriber"). The Subscriber desires to access The Success Measures Data System, "http://www.successmeasures.org"(hereinafter"SMDS") or to use the services provided on SMDS(the"Services"). The Subscriber understands that this Agreement serves to include all individuals authorized by the Subscriber(hereinafter, "Authorized Users"). NW desires to provide such services to the Subscriber and Authorized Users access to SMDS and the Services on the terms and subject to the conditions set forth herein. 1.Terms of Use.The Subscriber and its Authorized Users shall abide by the Terms of Use and Conditions included as Exhibit A below, which are incorporated by reference into,and made part of this Agreement. 2. Features and l=ees. By entering into this agreement the Subscriber receives a SMDS Premium Subscription with the following features and fees: (a) SMDS and the Services provide guidance and tools for conducting participatory outcome-based evaluation in a secure web- based environment that enables Subscribers and Authorized Users to create, manage and store evaluations and to tabulate data entered into SMDS as a part of those evaluations. (b) A SMDS Premium Subscription includes: (i) An initial unique user name and password for the Subscriber. (ii) The ability to create an unlimited number of Authorized Users with unique user names and passwords within the organization. (iii) The ability to access the Success Measures data collection tools. (iv) The ability to modify, customize and create data collection tools. (v) The ability to create an unlimited number of evaluations. (v) The ability to tabulate data and create reports from any evaluations the Subscriber or its Authorized Users have created in SMDS. (vi) Printable "Help" information and phone and email Subscriber and Authorized User support via a Help Desk(10am- 6pm EST). (vii) Access to Success Measures Evaluation Learning Center(ELC)online. (c) The fee for the SMDS Premium, 1-year subscription is$2,000. 3.Terms ofSubscription.Subscriptions to SMDS shall be for a term of one year. NW will notify Subscribers eight(8)weeks prior to their renewal dates to provide information on the terms and fee structure for renewal.Subscriptions may be prepaid for terms up to three(3)years. However, in the event that the Subscriber enters into an agreement to receive training on the use of SMDS,the term of this Subscription shall commence on the date training commences. 4.Termination.Termination of this Agreement may be caused by either party, if the other party is in material breach of any of its obligations hereunder and fails to remedy such breach within thirty(30)days of receipt of a written notice by the other party which specifies the material breach;and by NW if Subscriber fails to pay any amount due NW hereunder and does not cure such default within ten(10)days of the date payment is due. NW may suspend performance of the subscribed Services during the cure period without prejudice to its right to terminate hereunder. In order to avoid liability to third parties relating to privacy rights,defamation,copyright infringement or otherwise, NW, in its reasonable sole discretion, may restrict access to SMDS or the Services, immediately without notice, and shall not thereby incur any liability to users. 5.Copyright, (a)If the Subscriber believes that it has been defamed in some manner by SMDS or the Subscriber's own work has been copied in a way that constitutes copyright infringement, please provide to NW the following information in writing: (i)an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or the person defamed, along with the address,phone number, and email address of the Subscriber;(ii)a description of the defamatory material,or the copyrighted work that the Subscriber believes has been infringed,and a description of where the material that the Subscriber claims is defamatory or infringing the Subscriber's rights is located on SMDS; (iii)a statement by the Subscriber that it has a bona fide,good faith belief that the defamatory activity has occurred or that the use by a third party of the Subscriber's Exhibit A Success Measure Data System Terms of Use and Conditions 1. Eligibility. Use of the Success Measures Data System("SMDS") and the services provided on SMDS (the"Services") is limited to(i)subscribers(the"Subscribers")who have entered into a Subscription Agreement with NeighborWorks America("NW")to use SMDS and the Services, and(ii)those parties authorized by the Subscriber to access SMDS and the Services(the"Authorized Users"). Reference to Authorized Users and how SMDS and the Services are to be used shall include Subscribers. Thus, Subscriber shall be bound by Authorized User obligations, responsibilities and limitations on use expressed herein. 2. Applicable Policies and Guidelines.Authorized Users agree to abide by the policies,procedures and guidelines for using SMDS.Except as authorized herein and unless otherwise authorized or consented to,the Authorized Users will not use any information pertaining to other SMDS users that may be accessible through SMDS or disclosed by NW except as expressly authorized by NW.Authorized Users shall not to use any such information for purposes of solicitation, advertising,unsolicited email or spamming, harassment, invasion of privacy, or otherwise objectionable conduct or otherwise inconsistent with these guidelines. NW agrees not to share any personally identifying information("PII")of the Authorized Users without express consent of Subscriber or as permitted in Section 19 hereof. 3. NW's Role and Responsibilities.NW provides the SMDS as an outcome-based evaluation tool for conducting full- scale participatory evaluations of programs and strategies to improve neighborhoods and communities. NW does not view, verify, assure, certify, or otherwise make any representation as to any specific evaluation, its use, or the analysis of its associated data.NW takes no responsibility whatsoever for specific evaluations developed on SMDS, including the criteria employed in evaluation, conclusions drawn therefiom, or by third parties.Nor does NW take responsibility for claims or representations made regarding evaluation criteria,the use thereof, or the conclusions from the analysis of data derived thereby. 4.NW's Reservation of Rights. Should NW become aware of improper use of SMDS or the Services,NW retains the right to immediately halt any use of, or prevent or restrict access to SMDS or the Services, NW also retains the right to immediately halt any evaluation or other Services if users publicly misrepresent SMDS's function or sends objectionable material to third parties as part of sharing evaluation data, indicators or data collection tools with other users on SMDS. S. Subscriber and Authorized User Obligations. By accessing SMDS and using the Services Authorized Users represent and warrant that they have the right and ability to use SMDS and any information derived therefrom or through its use,and that such information will not be presented to third parties in any manner that is misleading or otherwise deceptive or in violation of law.Authorized Users also agree that NW is not obligated to assess, evaluate, determine or verify the use of SMDS or the conclusions drawn from the evaluation data. 6.Password Security.Authorized Users are responsible for any use of, or action taken under their password on SMDS, Authorized Users agree to use unique usernames and passwords, as provided by the Subscriber, when accessing SMDS and the Services. Authorized Users are responsible for maintaining the security of their individual passwords. Authorized Users may not disclose passwords to a third party(other than third parties authorized by the Subscriber to use the Subscriber's account.)except as a part of technical assistance from the SMDS Help Desk after which,the Authorized User must change the password. If the Authorized User's password has been compromised,that individual must change his or her password.Authorized Users understand that they must familiarize themselves with the password protocol as described in the.Privacy Policy, 7.Illegal Activity; Compliance with Laws; Fraud. SMDS and the Services may only be used for lawful purposes and in a lawful manner.Authorized Users agree to comply with all applicable laws, statutes and regulations regarding use of SMDS and the Services.Authorized Users may not register under a false name or use an invalid or unauthorized credit card and may not conduct evaluations or use SMDS under a false name, impersonate any participant, or use another participant's password(s). Such fraudulent conduct may be a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement,and NW will cooperate to ensure that violators are prosecuted to the fiullest extent of the law. at the time of executing the release,which if known by him must have materially affected his settlement with the debtor." The Authorized User, being aware of said code section,hereby exclusively waives any rights thereunder, as well as any other statutes or common law principles of similar effect. The Authorized User acknowledges and agrees that this waiver is an essential and material term,and that without such waiver;this NW would not permit access to the SMDS or Services. 16. Limitation of Liability.NW SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT,INCIDENTAL, SPECIAL,PUNITIVE AND CONSEQUENTIAL DAMAGES,ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SMDS OR THE SERVICES, OR THOSE RESULTING FROM ANY SERVICES PERFORMED, OR SERVICES (OR GOODS) PURCHASE, OR OBTAINED OR THE INFORMATION RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES, WHETHER SUCH DAMAGES ARISE UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF SUBSCRIBER OR AUTHORIZED USERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 17. Applicable Law.The laws of the District of Columbia govern the Subscription Agreement and these incorporated Terms and Conditions of Use,without giving effect to any principles of conflicts of laws.Any action brought under the terms of the Subscription Agreement and the incorporated Terms and Conditions of Use shall be brought in the state or federal Court of the District of Columbia. The Subscriber and its Authorized Users consent to the jurisdiction and venue of said courts. 18, Service User Disputes.Because NW is not involved in the actual transaction between Subscribers and its Authorized Users and third parties, and is not the agent of the Subscribers or Authorized Users for any purpose, NW has no dirty to resolve and will not be involved in resolving any disputes between the aforementioned parties related to or arising out of any transaction.NW urges Subscribers,Authorized Users and third parties to cooperate with each other to resolve such disputes. 19. Grant of License to Use PII.As manager of SMDS,NW shall have access to the data entered into SMDS by Subscribers and Authorized Users.NW shall respect their privacy. NeighborWorks will not disclose(i)any personally identifiable information of any Subscriber or its Authorized Users; (ii) information in connection a Subscriber's use of the Services; (iii) contents of data submitted to SMDS by a Subscriber and its Authorized Users; or(iv) a Subscriber's confidential or proprietary information marked or identified as such, without the Subscriber's prior written consent. By accessing and using SMDS to share data with NW, a funder or any other party with authorized access to SMDS, Subscribers grant NW a license to view and use such shared data,compiled in shared evaluations and SMDS transactions, for analyzing and reporting purposes in any existing or future media. This license is limited to NW's use of the shared materials in comcn with SMDS and the Services.The Subscriber hereby represents and warrants that the rights to the materials dispi%�ed in its evaluations or transactions on SMDS are owned by the Subscriber and that the use of such materials by NW,will not intinge upon or violate the rights of any third party. i V.. 20. Telrmiaatron,Inprd6i to avoid liability to third parties relating to privacy rights, defamation, copyright infringement or othekvi� "IW°m its reasonable sole discretion, may restrict access to SMDS or the Services, immediately without notice, ali�daIl not thereby incur any liability to Authorized Users. 21. Entire Agreement.The Subscription Agreement and the SMDS Terms of Use and Conditions constitute the entire understanding of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter hereof. 22.No Agency: Third-Party Beneficiary.NW is not the agent of the Subscriber or its Authorized Users,fiduciary, trustee or other representative. 23.No Waiver.NW's failure to enforce the strict performance of any provision of this Terms of Use and Conditions will not constitute a waiver of NW's right to subsequently enforce such provision or any other provisions of this Terms of Use and Conditions.