HomeMy WebLinkAbout20192443.tiffRESOLUTION
RE: APPROVE AGREEMENT FOR AGING MASTERY PROGRAM AND AUTHORIZE
CHAIR TO SIGN - NATIONAL COUNCIL ON AGING (NCOA)
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement for the Aging Mastery
Program between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Human Services, Area Agency
on Aging, and the National Council on Aging (NCOA), commencing upon full execution of
signatures, with further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement for the Aging Mastery Program between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on
behalf of the Department of Human Services, Area Agency on Aging and the National Council on
Aging (NCOA) be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 26th day of June, A.D., 2019.
BOARD OF COUNTY COMMISSIONERS
ATTEST: dQ%crtait) w •• 1440;gir.
Weld County Clerk to the Board
BY:
put Gtrto t e Board
APPROVED AS TO FORM:
1161
/J -01- County Attorney
Date of signature: 07
W 'D COUNTY, CO RADO
rbara Kirkmeye , Chair
Mike Freeman, Pro -Tern
XCUSED
a 1P. Conway
t K. James
Steve Moreno
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2019-2443
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PRIVILEGED AND CONFIDENTIAL
MEMORANDUM
DATE: May 14, 2019
TO: Board of County Commissioners — Pass -Around
FR: Judy A. Griego, Director, Human Services
RE: Area Agency on Aging's (AAA) Weld Aging Well
Program Addition — Aging Mastery Program
License Agreement
Please review and indicate if you would like a work session prior to placing this item on the
Board's agenda.
Request Board Approval of the Department's Area Agency on Aging's (AAA) Weld Aging Well
Program Addition — Aging Mastery Program. AAA is requesting to add a workshop to the Weld
Aging Well Program which aims to further meet the growing needs of the older adults of Weld County.
The addition of this workshop does align to the goals of the Four -Year Plan outlined, submitted, and
approved by the Weld County Board of Commissioners and the State. The Aging Mastery Program is an
evidence -based program under the Title HI -D of the Older Americans Act (OAA) and is eligible for
Title III -D funding. This Aging Mastery Program requires a license with the National Council on Aging,
developers and owners of this program. The attached Exhibit A outlines all associated costs with the
license agreement.
I do not recommend a Work Session. I recommend approval of this license agreement and authority for
Division Head to sign the agreement.
At ,rove Schedule Other/Comments:
Recommendation Work Session
Sean P. Conway
Mike Freeman, Pro -Tern
Scott K. James
Barbara Kirkmeyer, Chair
Steve Moreno
2019-2443
Pass -Around Memorandum; May 14, 2019 — (ID 2671) Page 1
National Council on Aging
AGING MASTERY PROGRAM®
AGREEMENT
THIS AGING MASTERY PROGRAM® AGREEMENT (the "Agreement"), effective as of June 1, 2019 ("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 The Board of Weld County Commissioners, on behalf of the Weld
County Department of Human Services, having principal offices at 1150 "O" Street, P.O. Box 758 Greeley Colorado
80632; The Department of Human Services' address is c/o Judy A. Griego, P.O. Box A, Greeley CO 80632 ("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.
NCOA AMP Program Agreement (v. May 2016) Confidential
Page 1 of 9
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.
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
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 without the express prior written permission from NCOA,
which may be withheld in NCOA's sole discretion.
2.4 Training and Support. NCOA shall provide initial AMP Program training session 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. Subject to the terms of this Section 4, 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
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 may also disclose
Confidential Information to third party representatives (including independent contractors, guest speakers and
potential funding sources) if, before being granted access to any Confidential Information, each such
representative has executed and delivered to NCOA a Nondisclosure Agreement in favor of NCOA in form and
substance acceptable to NCOA, in its sole discretion. Client agrees to instruct any such employees and
representatives in advance who will have access to the AMP Program that they must comply with the restrictions
set forth in this Agreement and such Nondisclosure Agreement, as applicable.
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.
4.3 Compliance with Public Records Laws. Client will promptly notify NCOA in writing in the event it
receives an information request under any state or federal freedom of information act or public records laws
relating to this Agreement. Such notice will include a description of to the nature of such request. NCOA shall
have a period of three (3) calendar days from the date of receipt of such notice to object in writing to disclosure of
Confidential Information designated by NCOA or to request an additional seven days to respond pursuant to
section 24-72-203(2)(b) C.R.S. If no written objection is provided by NCOA within such period, Client shall be
free to disclose the information identified in its written notice. In the event NCOA provides a written objection to
disclosure, Client shall withhold the subject material from disclosure for the maximum period permitted by
applicable law in order to allow NCOA reasonably sufficient time to obtain an order from a court of competent
jurisdiction preventing disclosure of the subject material.
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 (12) 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 sixty (60) 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 ten (10) calendar 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.
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 may terminate this Agreement at any time upon sixty (60) days' advance written
notice to Client in the event NCOA determines, in its sole discretion, to terminate the Program or other
continued 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 sixty (60) 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. CLIENT AGREES TO COMPLY WITH ALL APPLICABLE LAWS IN
CONNECTION WITH CLIENTS AND ITS PARTICIPANTS' USE OF THE AMP PROGRAM, INCLUDING
BUT NOT LIMITED TO LAWS CONCERNING PRIVACY AND INFRINGEMENT OF THIRD PARTY
RIGHTS.
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. If NCOA breaches its obligations
under this Agreement with respect to the proprietary rights and/or Confidential Information belonging to Client or
its participants, Client shall 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.
9.6 Assignment. Neither party 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 the other party,
provided however that a party may assign this Agreement to an affiliate without such consent if such party
assumes all obligations of the assigning party hereunder. Any attempted assignment or delegation (by operation of
law or otherwise) in violation of this Section 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 State of Colorado, 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 State of Colorado. 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.
��lAKAA
-
By:Donna Whitt (May 31, 2019)
Name: Donna Whitt
Title: CFO
8
THE BOARD OF WELD COUNTY COMMISSIONERS
Name: Barbara Kirlc4neyer ''�' 2c19
Title: Chair
�4.i9- .24443
EXHIBIT A
FEES
Description
Cost
What is included
One-time
$3,500 for the first
• Planning, training from NCOA, technical assistance, and
startup cost
location
access to the online community and tools, marketing and
recruitment materials to get the program started in your
$500 each for
community, and sustainability tools to ensure future
additional locations of
programmatic success.
the same organization
• Ongoing license to provide AMP, subject to rules of
(under 10 additional
sites)
participation in program. Ongoing technical assistance,
access to the online community and tools, and
programmatic updates.
$250 each for
additional locations of
the same organization
(more than 10
additional sites)
Core
$60 per participant for
• Aging Mastery® Core Curriculum Book (10 -class program)
Curriculum
10 -class course
• AMP Weekly Check -In Notepad
Variable costs
• AMP Pen
per participant
• AMP Pin
per year
• Go4Life DVD
• AMP Graduation Pins
• Diploma Templates (in AMP Community Site)
• Demographic Survey and Attendance Log
Specialty Curriculum
$75 per participant for
• All Aging Mastery® Core Curriculum Materials (see above)
(Caregiver or Jewish-
12 -class course
• Specialty Program Curriculum (2 additional classes)
focused AMP)
• Hineini Spiritual Mission Statement Whiteboard and Pen —
Variable costs per
participant per year
Jewish -focused AMP
Post -core
$5 per participant per class
Elective classes include:
participation
• Aspirations (Bucket Lists)
opportunities
• Communicating with Your Doctor
• Making the Most of Medicare
• Your Home as a Strategic Asset
• Nutritional Vital Signs: Preventing and Treating
Malnutrition
• Rightsizing Your Life
• Memory Matters
• Intergenerational Connections
• Safe Home/Healthy Home
Evaluation
Variable
TBD based on desired interests and outcome measures.
9
Entity Name* Entity ID*
NATIONAL COUNCIL ON THE AGING, 000008801
INC
Contract Name*
❑ New Entity?
Contract ID Parent Contract ID
AGING MASTERY PROGRAM LICENSE AGREEMENT 2671
Contract Status
CTB REVIEW
Contract Lead*
CULLINTA
Requires Board Approval
YES
Contract Lead Email Department Project #
cullinta@co_weld.co.us
tract Description*
AAA AGING MASTERY PROD LICENSE AGREEMENT. THE LICENSE AGREEMENT OUTLINES THE RIGHTS TO THE
MATERIALS ASSOCIATED TO THE AGING MASTERY PROGRAM AND THE PRICING RELATED TO THE MATERIALS. A NEW
WORKSHOP OF THE WELD AGING WELL PROGRAM OF MA
Contract Description 2
Contract Type
AGREEMENT
Amount
nt
HUMAN SERVICES
Department Email
CM-
HurnanServices@weldgov.com
NO Defaart ent H _. s' Email
CM-HumanServices-
Automatic Renewal DeptHead@weidgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM -
C O U NTYATT O RNEY@ W E L D
GOV COM
Requested BOCC Agenda
Date*
05/22/2019
Due Date
05/18/2019
Will a work session with BOCC be required?
NO
Does Contract require Purchasing Dept. to be included?
If this is a renewal enter previous Contract ID
if this is tt of a enter Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
On Base
Date
Termination Notice Period
Review Date*
05/01/2020
Committed Delivery Date
Renewal Date
Expiration Date*
05/31/2020
Contact Info
Contact Name
Contact Type Contact Email
Contact Phone 1 Contact Phone 2
Purchasing
Appr
Department Head
JUDY GRIEGO
DH Approved Date
06/14/2019
Final Approva
C
BOCC Signed Date
Finance Approver
BARB CONNOLLY
2
Originator
APETZOLD
Purchasing • ;* • r Date
Finance Approved Date
06/17/2019
Tyler Ref #
AG 062419
Legal Counsel
ROBIN COCHRAN
Legal Counsel
06/18,2019
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