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HomeMy WebLinkAboutC2011-480 - 12/13/2011 - Approvedr r M +` Iz 113111 Zoo) -� 5 6 Elder Voices for Economic Security Advocacy Initiative Local Advocacy Partner Grantee Agreement This Grantee Agreement {"Agreement ") is entered into as of , CWhb4` 13 , 2011 (the "Effective Date ") by National Council on Aging Inc., hereinafter referred to as NCOA, and Corpus Christi Parks & Recreation Department, Senior Community Services Division, hereinafter referred to as GRANTEE. The GRANTEE agrees to operate the Project (as defined in the Agreement) 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 Corpus Christi Parks & Recreation Department 1901 L Street, NW, 4th Floor Senior Community Services Division Washington DC 20036 PO Box 9277 Corpus Christi, TX 78469 GRANTEE GRANT Effecti ve Date -May 23, 2011 to December 31, - PERIOD 2011 'Grant Period" Funds Awarded $20,000 (the "Grant") Method of Payment [] Cost Reimbursement [X ] Advance Payment $10,000 upon execution of this Agreement. $10,000 following acceptance by NCOA of the following deliverables: (i) at least one (1) hour of raw video footage consisting of thirty (30) minutes of interview footage and thirty (30) minutes of supporting footage, for one (1) economic security story and a "Post- Production Packet" by July 21, 2011 and (ii) an approved Work Plan Proposal to implement local One Away campaign, as provided in this Agreement. R,Y C � e�� � n ms��ii y � - ^u:' ��e Y _E:. " �3 � �,._ ���. ,.'�✓ k � %S- NAME f ` NAME TITLE CC�l c c?�� TITLE r SIGNATURE SIGNATURE DATE r DATE 112_14/ / )N - -- - - - - - -- y d "l ,. 66 AU I NUKU 111 CAS +V 4'e- C 'L�1L�J 2011 -480 12/13/11 M2011 -278 Pa2c 1 of 12 NCOA SECK'TARY ` 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. Each of NCOA and the GRANTEE, acting by and through its respective representative, by signing the preceding page of this Agreement, has agreed to be bound by these terms and conditions. The terms and conditions set forth below are incorporated into and made a part of the Agreement between NCOA and GRANTEE. L PURPOSE A. Project Objectives The GRANTEE understands and agrees that the purpose of the Grant described in this AGREEMENT is for the implementation of the Elder Voices for Economic Security Advocacy Initiative, an initiative sponsored by NCOA to increase awareness on the economic issues faced by older Americans by engaging local advocacy groups to provide representative personal stories through video footage of selected economically disadvantaged older Americans and to develop and implement local advocacy campaigns relating to these economic issues to support the national One Away advocacy campaign (such initiative hereinafter referred to as "Elder Voices ", or the "Project" and campaign referred to as One Away). Grant funds are designated for the Project. GRANTEE will perform services (collectively, "Services ") to implement the following Program objectives during the Grant Period: 1) Actively participate in national One Away campaign activities. 2) Plan and implement a local One Away micro - campaign in the community served by GRANTEE, incorporating messaging and branding of the national campaign. 3) Identify older adults, family members, caregivers, and local aging services professionals willing to share their stories of the issues older adults are facing with economic security and engage in advocacy of policy solutions. 4) Deliver to See3 Communications (NCOA 's film production partner) a "Pre- Production Packet" that includes a "One Sheet," "Pre- Production Story Helper," "Pre - Production Scene and Shot List," and "Interview Questions" for at least two (2) and up to three (3) economic security stories by June 6, 2011. 5) Capture and submit to See3 Communications at least one (1) hour of raw film footage of one (1) older American economic security story, consisting of thirty (30) minutes of interview footage and thirty (30) minutes of supporting footage and a "Post - Production Packet" that includes a "Paper Script Edit," interview transcriptions, and log sheets by July 21, 2011 for approval by See3 Communications and NCOA in the pre - production process. Page 2 of 12 6) Serve as producer and director, and enlist a Local Film Partner to provide technical support and editing, of at least three (3) professional three - to five - minute polished videos to give voice to these stories in the One Away campaign. 7) Submit a Work Plan Proposal to be approved by NCOA by June 15, 2011. 8) Submit a detailed Campaign Timeline by June 29, 2011. B. Services to be Performed by GRANTEE. The primary Services to be performed by GRANTEE during the Grant Period are as follows: 1) Identify no more than three people who will serve as the primary contacts for communication with NCOA. 2) Cause GRANTEE resources to be spent to attend training courses sponsored by NCOA. 3) Engage a professional in GRANTEE'S community (film school, video production agency, or other local professional video resource) to assist with video production ( "Local Fihn Partner') to implement the Elder Voices Project, which will include causing the GRANTEE to execute an agreement for such services as directed by NCOA. 4) Contract with the Local Film Partner to create at least (3) professional local videos. regarding economic security of older adults to use in the One Away campaign. NCOA will facilitate the identification of potential Local Film Partners and supply the form of agreement for execution by the Local Film Partner. The terms of the contract will be based upon the video production model selected by the GRANDEE (as described in this Agreement). 5) Select one of the two models of video production described below, depending on the capacity of the GRANTEE to meet the commensurate deliverable requirements and timetables. a. "Subcontract Model ": In this model, GRANTEE will identify older Americans in GRANTEE'S community to serve as video subjects willing to tell their stories for filming (including obtaining the consent of the individual utilizing consent forms provided by NCOA), but will engage a Local Film Partner to film and edit all videos for the Elder Voices Project. b. "Direct Model ": In this model, the GRANTEE will perform all tasks of the Subcontract Model with the exception of engaging a Local Film Partner solely to edit videos. 6) If choosing the Subcontract Model, GRANTEE shall perform the following Services: a. Identify at least two (2) and up to three (3) economic security stories of older adults for the national video, to be conveyed by the older adults themselves their family members, caregivers, and/or local professionals for review by NCOA and See3 Communications. Page 3 of 12 b. Engage a Local Film Partner by written contract provided by NCOA to capture at least one (1) hour of raw film footage of the one (1) economic security story, consisting of thirty (30) minutes of interview footage and thirty (30) minutes of supporting footage and a "Post- Production Packet" to be submitted to See3 Communications for the national video; and capture footage and edit at least three (3) local professional videos three- to five - minutes in length. If choosing the Direct Model, GRANTEE shall perform the following Services:- - a. Identify at least two (2) and up to three (3) economic security stories of older adults for the national video, to be conveyed by the older adults themselves their family members, caregivers, and/or local professionals for review by NCOA and See3 Communications. b. Reach a mutual understanding with the Local Film Partner on basic filming standards (e.g., preparing an interviewee, setting up lighting, setting up backdrops, capturing B -roll footage) and other technical components of filming to ensure quality footage is captured. c. Capture at least one (1) hour of raw film footage (utilizing GRANTEE employees) of one (1) economic security story of an older adult, consisting of thirty (30) minutes of interview footage and thirty (30) minutes of supporting, footage and a "Post- Production Packet" that includes a "Paper Script Edit," interview transcriptions, and log sheets to be submitted to Seca Communications for the national video. d. Capture footage for at least three (3) local videos, and engage the Local Film Partner to edit footage into videos of three- to five - minutes in Iength. 7) Designate at least one employee (and two alternates) to participate in a three -day advocacy and video training. The participation of additional employees, volunteers and the Local Film Partner are optional. 8) Invite local and/or federal Members of Congress to all relevant One Away events and convene at least one District Office meeting. 9) Cause at least one employee (and two alternates) to participate in at least two (2) mandatory training webinars following the in person training, including one training webinar on lobbying requirements and restrictions. 10) Comply with all timelines and written instructions of NCOA for performance of Services and production of deliverables to implement the Project (which shall be provided during trainng sessions). 11) Schedule filming, coordinate logistics, and provide on -site support for story tellers. 12) Prepare and submit to NCOA a detailed written proposal (Work Plan Proposal) for all Project activities within fifteen (15) business days following completion of training NCOA review and approval. The proposal will incorporate completion dates for the Project consistent with NCOA's overall Project goals. GRANTEE will make revisions to the Work Plan as reasonably requested by NCOA. At a minimum, the Work Plan must identify: Page 4 of 12 • GRANTEE primary contact(s) with NCOA. • GRANTEE employees) who will participate in mandatory training. webinars and monthly check -in calls. • Local One Away micro- campaign activities and projected timeline. • GRANTEE Local Filth Partner(s) contact information. • At least two partner organizations in GRANTEE'S community which will engage in advocacy activities described in the Work PIan, provide stories and help promote advocacy efforts. 13) Prepare and submit to NCOA a detailed written timeline ("Campaign Timeline") for all Project activities within twenty five (25) business days following completion of training provided by NCOA for NCOA review and approval. The Campaign Timeline will incorporate completion dates for the Project consistent with NCOA's overall Project goals. GRANTEE will make revisions to its Campaign Timeline as reasonably requested by NCOA. 14) Perform all activities described in the approved Work PIan to implement the local micro - campaign that build on the national advocacy campaign framework but includes local innovative ideas and tactics within the timeframes set forth in the Campaign Timeline: 15) Participate in an online workspace for managing information and materials for the NCOA campaign. This workspace will allow GRANTEES to share materials and dialogue among other GRANTEES. 1 t7 Participate in a monthly check -in call with the NCOA Campaign Manager and NCOA Grassroots Mobilization Manager to evaluate progress, discuss lessons learned, and share updates on other related campaign activities. 17) Prepare and submit all reports described in this Agreement and the Work Plan in a timely manner. 18) GRANTEES will be expected to produce a short written piece once a month for the campaign website blog beginning thirty (30) days after contract is fully executed. C. Grant Expenses The following items are anticipated GRANTEE expenses under the Agreement: Local Film Partner fees and expenses One - quarter of the time of the employee assigned to the Elder Voices Project Paid advertising and media outreach r Video equipment Video production Video dissemination Travel and lodging for training Local advocacy event costs (venue, transportation, catering, transportation, materials, advertising) Page 5 of 12 D. Special Assurances/ Designation of Grant Funding 1) GRANTEE agrees to use its best efforts to comply with the terms of this Agreement, and the Work Plan. 2) GRANTEE shall use the Grant funds solely for the activities (including payment of Grant expenses described above) described in this Agreement to support the Elder Voices Project. 3) In the event that GRANTEE is unable to perform the Services in a manner consistent with this Agreement, GRANTEE agrees to immediately notify NCOA in writing. H. 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 Grant 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, represent and warrant 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 GRANTEE to provide Services under this Agreement C. Lobbying Page 6 of 12 By accepting this Agreement, the signer hereby certifies, to the best of his or her knowledge and belief, that without prior approval in writing by NCOA: 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. As stipulated in the Reporting Requirements, GRANTEE will report monthly on any approved lobbying activities and amounts of Grant funds used for these activities. D. Scope of Agreement This Agreement constitutes the entire agreement by the parties concerning the Grant fielding and work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement which varies from the terms of this Agreement 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 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 shall submit a Work Plan and Campaign Timeline as provided in this Agreement. 2) GRANTEE will use a progress report template provided by NCOA to provide a monthly report containing information requested by NCOA, which may include: Page 7 of 12 a. Communications with community partners and other networks; b. Updates on the work with film and editing resources; c. The number of stories identified and captured to date; d. An overview on the types of interviewees (e.g., older adult, professional, caregiver, ESL speaker); e. Updates on planned or executed local micro- campaign activities, including: Community organizing (with participant count); Identification and engagement of community advocacy partners; Congressional interaction and responses; and Media activities and responses f. Information concerning any approved lobbying activities conducted by GRANTEE and Grant funds used to support these activities. 3) GRANTEE will be required to participate in a monthly status call with the NCOA Campaign Manager and NCOA Grassroots Mobilization Manager to evaluate progress, discuss lessons learned, and share updates on other related campaign activities. F. Subcontractors GRANTEE will utilize its employees to perform the Services. In the event GRANTEE wishes to utilize independent contractors to perform any ,Services, it will notify NCOA and, upon the prior written approval of NCOA, will cause such contractors to sign a famzal agreement which includes obligations of confidentiality and assignment of rights in work product reasonably satisfactory to NCOA. Except for the retention of a Local Film Partner as contemplated by this Agreement (including causing the Local Film Partner to execute a written agreement satisfactory to NCOA), GRANTEE shall not subcontract or delegate any work under this Agreement to any third party except with NCOA's prior written consent and approval of the agreement with 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. GRANTEE shall require any NCOA - approved subcontractor to obtain insurances required by NCOA. III. INTELLECTUAL PROPERTY OWENERSHIP Page 8 of 12 Definitions. The term "Works" means any work product and materials invented; conceived, created or reduced to practice by a party or its personnel, alone or in conjunction with third parties, in whatever form, whether in process or completed, including any tangible embodiments of such work, and any improvements, trademarks, concepts, or ideas made or conceived by such party or its personnel, including any of the following in any form or media: computer software (in both object and source code form); databases; visual, audio, and audiovisual works (including video, art, illustrations, graphics, images, music, sound effects,. recordings, lyrics, narration, text animation, characters, designs and all other audio, visual, audiovisual and textual content); trademarks, trade names, and any other tangible form of the deliverable(s) under this Agreement. The term "Intellectual Property Rights" means any patent, copyright, trade secret, trademark or other intellectual property or proprietary rights. 21 Ownership of Developed Works. NCOA will own all Works developed, in whole or in part, by or on behalf of GRANTEE or its employees, subcontractors or other agents together with all related Intellectual Property Rights ( "Developed Works "). GRANTEE hereby assigns to NCOA, without further consideration, any and all right, title or interest that GRANTEE or its employees, subcontractors or other agents may now or hereafter possess in or to the Developed Works and all Intellectual Property Rights embodied in or related to the Developed Works. To the fullest extent permissible by applicable law, the Developed Works will be considered "works made for hire" (as that term is used in Section 101 of the U.S. Copyright Act, as amended). All Developed Works shall be delivered promptly upon completion to NCOA. If any Developed Works are deemed for any reason not to be a works made for hire, GRANTEE agrees to and does hereby assign to NCOA all of its right, title and interest in such Developed Works, including but not limited to, all Intellectual Property Rights therein, and all extensions and renewals thereof. 31 License to use Developed Works. NCOA jzrants GRANTEE non - exclusive license to use and rep lay Developed Works for GRANTEE's municipal) p oses_ License to GRANTEE Materials. To the extent that any Works developed or acquired by GRANTEE prior to the effective date of this Agreement (together with all related Intellectual Property Rights, the "GRANTEE Materials ") are incorporated into or embodied in any deliverables under this Agreement, or are necessary for the use of such deliverables, GRANTEE hereby grants to NCOA a non - exclusive, unrestricted, irrevocable, perpetual., worldwide, fully -paid, royalty -free, transferable, assignable, sub - licensable (with the right to sublicense multiple tiers) license to such GRANTEE Materials to enable NCOA to freely use and access the Services and Developed Works and make the Services and Developed Works available to third parties without accounting to GRANTEE. 5� Subcontractor Assignments. If GRANTEE engages any subcontractor to perform any Services under this Agreement, including any Local Fihn Partner, GRANTEE will cause such party to execute a formal agreement assigning all right, title and ownership of all Works created by such party and Intellectual Property Rights in such Works to the same extent as provided by GRANTEE under this Agreement. Upon delivery, GRANTEE shall have secured for NCOA all rights and licenses necessary. for NCOA's unrestricted ownership and use of such Works. Page 9 of 12 IV. GENERAL ADNVIINISTRATIVE PROVISIONS A. Period of Performance The term of this Agreement shall commence on the Effective Date and terminate on December 31, 2011, unless temaimted earlier by a party in accordance with the terms of this Agreement, or extended by written agreement of the parties. B. Total Funds Awarded GRANTEE will be compensated on an advance payment schedule„ up to a maximum amount of $20,000. $10,000 will be .distributed via check to the grantee within thirty (30) days after NCOA's receipt of this agreement, signed by both parties, and a completed W -9 form. The remaining $10,000 will be distributed within thirty (3 0) days upon satisfactory fulfillment of the grant requirements to capture and submit to NCOA at least one (1) hour of raw film footage of one (1) older American economic security story, consisting of thirty (30) minutes of interview footage and thirty (30) minutes of supporting footage and a "Post- Production Packet" toSee3 Communications by July 21, 2011, and provide a detailed Work Plan for planned One Away campaign activities to be conducted by GRANTEE. It is understood and agreed that in no event shall total distribution of grant fiends made by NCOA to GRANTEE during the term of this Agreement exceed $20,000. 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: j) Termination for Cause. NCOA or the GRANTEE may terminate this Agreement when it has been determined that the other parry has failed to fulfill any of the requirements 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 may 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 GRAN'T'EE 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 Page 10 of 12 the date of termination in full satisfaction of NCOA's obligations under this Agreement. 3) Notice of Termination. a. 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 Grant amount set forth in this Agreement. b. In the event of a partial termination, the portion of the fee which is payable with respect to the Services 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. C. In the event any Grant funds have been pre -paid by NCOA, GRANTEE will promptly refund to NCOA, within 14 days following termination of this Agreement for any reason, the prepaid portion of the Grant funds (net of NCOA's equitable adjustment for Services performed through the termination date). V. MISCELLANEOUS A. 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. B. Survival Any provision of this Agreement which by its nature must survive termination or expiration in order to achieve the fimdamental purposes of this Agreement shall survive any termination or expiration of this Agreement. D. Confidential Information During the term of this Agreement, each party may receive or have access to information that is confidential or proprietary to the other party or its employees, contractors or. other constituents (the "Confidential Information"). Confidential information may include nonpublic personally identifiable information relating to any individual obtained in the course of performance under this Agreement, 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 Page 11 of 12 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 employees, directors, contractors, agents, vendors and other constituents. "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 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. Each party 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 to discharge its obligations or exercise its rights under this Agreement. Each of the 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 or agents having a need to know and only to the extent necessary to enable the parties to adequately perform their respective responsibilities or exercise their rights under this Agreement. 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 return or destroy any Confidential Information. C. Governing Law This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas 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 Texas. Page 12 of 12