This Contract, dated as of the __________ day of July, 2002, is entered into by and between The Metropolitan Government of Nashville and Davidson County, hereinafter “Metropolitan Government” and The Child & Family Policy Center of Vanderbilt University, hereinafter “Contractor”.

WITNESSETH:

WHEREAS, the Metropolitan County Council (the “Council”) has adopted Ordinance No. BL2002-974 creating the Council’s Taskforce on Out-of-School Time and Youth Success; and,

WHEREAS, Ordinance No. BL2002-974 authorizes a contract to be entered into by Metropolitan Government and Contractor for services in developing the Council Afterschool Initiative, which contract must be approved by Resolution adopted by the Council;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

Section 1. Duties and Responsibilities of Contractor. Contractor agrees to provide services necessary to develop the Council Afterschool Initiative, which services shall include, but not be limited to, the following:

Conduct county-wide survey/inventory of existing after-school opportunities
Facilitate all taskforce and subcommittee meetings
Facilitate all communications through mail, e-mail and telephone
Facilitate design and printing of after-school opportunity directories
Coordinate any visits or presentations of consultants or experts from other cities
Work with Oasis Center to facilitate involvement of young people throughout the task force process

Section 2. Compensation. Contractor shall be paid for said services an amount not to exceed One Hundred Twenty-Eight Thousand Dollars ($128,000). Metropolitan Government shall pay said amount to Contractor as follows:

(a) Five days after the effective date of this Contract and upon receipt of an invoice, a payment of $43,000.

(b) Within thirty (30) days after receipt of evidence satisfactory to Metropolitan Government of salaries paid or out-of-pocket expense and costs incurred in compliance with budget attached hereto as “Exhibit A”, an amount equal to such invoice. In no event will Metropolitan Government make payments under this Contract more frequently than once per month.

Section 3. Term. The term of this contract shall begin upon the date of final execution of this contract by the parties, after approval by resolution adopted by the Council, and shall expire not later than December 31, 2002.

Section 4. Taxes. Metropolitan Government shall not be responsible for any taxes that are imposed on Contractor. Furthermore, Contractor understands that it cannot claim exemption from taxes by virtue of any exemption that is provided Metropolitan Government.

Section 5.01. Events of Default. Failure by Metropolitan Government to pay Contractor for services as provided in Section 2 or failure of Contractor to perform any duty, responsibility, or obligation included in the terms of this agreement shall be considered a default and a breach of this contract.

Section 5.02. Termination-Breach. As time is of the essence for completion of this project, should Contractor fail to fulfill in a timely and proper manner its obligations under this contract or if it should violate any of the terms of this contract, Metropolitan Government shall have the right to immediately terminate the contract. Such termination shall not relieve Contractor of any liability to Metropolitan Government for damages as a result of any breach by Contractor.

Section 5.03. Remedies for Breach. The parties agree that, except as otherwise provided in Section 5.02 and Section 6 regarding termination rights, in the event either party breaches this contract, the other party may exercise any legal rights it has under this contract or under any applicable law to recover damages or secure performance.

Section 5.04. Notice and Cure Opportunity Required. In the event Metropolitan Government determines there is an event of default in Contractor's duty to perform, Metropolitan Government shall give written notice to Contractor that in Metropolitan Government’s opinion a specified default exists. Contractor shall have five (5) days after receipt of such notice to cure said default. If not timely cured by Contractor, Metropolitan Government may terminate the contract pursuant to Section 5.02 and Section 6 and may seek all legal remedies available for Contractor's breach of this agreement.

Section 6. Termination-Notice. Metropolitan Government may terminate this contract at any time upon thirty (30) days written notice to Contractor. Metropolitan Government agrees to pay all reasonable and documented costs incurred by the Contractor up to the effective date of Metropolitan Government’s cancellation under this Section, up to the effective date of cancellation.

Section 7. Compliance with Laws. Contractor agrees to comply with any applicable federal, state, and local laws and regulations.

Section 8. Modification of Contract. This contract may be modified only by written amendment executed by all parties and their signatories hereto.

Section 9. Partnership/Joint Venture. Nothing herein shall in any way be construed or intended to create a partnership or joint venture between the parties or to create the relationship of principal and agent between or among any of the parties. None of the parties hereto shall hold itself out in a manner contrary to the terms of this Section. No party shall become liable for any representation, act, or omission of any other party contrary to the terms of this Section.

Section 10. Waiver. No waiver of any provision of this contract shall affect the right of any party thereafter to enforce such provision or to exercise any right or remedy available to it in the event of any other default.

Section 11. Employment. Contractor shall not subscribe to any personnel policy which permits or allows for the promotion, demotion, employment, dismissal, or laying off of any individual due to race, creed, color, national origin, sex, or which is in violation of applicable laws concerning employment of individuals with disabilities.

Section 12. Indemnification and Hold Harmless. Contractor shall indemnify and hold harmless Metropolitan Government, its officials, agents and employees from:

(a) Any claims, damages, costs and attorney fees for injuries or damages arising, in part or in whole, from the negligent or intentional acts or omissions of Contractor, its officers, employees and/or agents, including its sub or independent contractors, in connection with the performance of the contract, and,

(b) Any claims, damages, penalties, costs, and attorney fees arising from any failure of Contractor, its officers, employees and/or agents, including its sub or independent contractors, to observe applicable laws including but not limited to labor laws and minimum wage laws.

(c) Metropolitan Government will not indemnify, defend, or hold harmless in any fashion the Contractor from any claim arising from any failure, regardless of any language in any attachment or other document that the Contractor may provide.

(d) Contractor shall pay Metropolitan Government any expenses incurred as a result of Contractor's failure to fulfill any obligation in a professional and timely manner under this contract.

Section 13. Assignment-Consent Required. The provisions of this contract shall inure the benefit of and shall be binding upon the respective successors and assignees of the parties hereto. Except for the rights of money due to Contractor under this contract, neither the contract nor any rights and obligations of Contractor hereunder shall be assigned or transferred in whole or in part without the prior written consent of Metropolitan Government.

Section 14. Insurance. During the term of this Contract, Contractor shall maintain insurance policy coverage or self-insurance equivalent to Comprehensive Liability coverage Consultant/Professional Liability coverage, Automotive coverage and Workers Compensation coverage with limits of not less that one million dollars. A certificate of insurance or proof of self-insurance satisfactory to the Metropolitan Government, evidencing said coverage shall be provided to the Metropolitan Government prior to commencement of performance of this contract. Throughout the term of this contract, contractor shall provide an updated certificate of insurance upon expiration of the current certificate.

Section 15. Contingent Fees. Contractor hereby represents that contractor has not been retained or retained any persons to solicit or secure a Metropolitan Government contract upon an agreement or understanding for a contingent commission, percentage, or brokerage fee, except for retention of bona fide employees or bona fide established commercial selling agencies for the purpose of securing business. Breach of the provisions of this paragraph is, in addition to a breach of this contract, a breach of ethical standards that may result in civil or criminal sanction and/or debarment or suspension from being a contractor or subcontractor under Metropolitan government contracts.

Section 16. Gratuities and Kickbacks. It shall be a breach of ethical standards for any person to offer, give or agree to give any employee or former employee, or for any employee or former employee to solicit, demand, accept or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy or other particular matter, pertaining to any program requirement of a contract or subcontract or to any solicitation or proposal therefore. It shall be a breach of ethical standards for any payment, gratuity or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or a person associated therewith, as an inducement for the award of a subcontract or order. Breach of the provisions of this paragraph is, in addition to a breach of this Contract, a breach of ethical standards that may result in civil or criminal sanction and/or debarment or suspension from being a contractor or subcontractor under Metropolitan Government contracts.

Section 17. Entire Contract. This contract sets forth the entire agreement between the parties with respect to the subject matter hereof and shall govern the respective duties and obligations of the parties. This contract supersedes any prior oral or written agreement between the parties regarding the subject matter hereof.

Section 18. Force Majeure. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control.

Section 19. Governing Law. The validity, construction, and effect of this contract and any and all extensions and/or modifications thereof shall be governed by the laws of the State of Tennessee. Tennessee law shall govern regardless of any language in any attachment or other document that the Contractor may provide.

Section 20. Venue. Any action between the parties arising from this agreement shall be maintained in the courts of Davidson County, Tennessee.

Section 21. Severability. Should any provision of this contract be declared to be invalid by any court of competent jurisdiction, such provision shall be severed and shall not affect the validity of the remaining provisions of this contract.

Section 22. Effective Date. This contract shall not be binding upon the parties until it has been signed by the Contractor and approved by resolution adopted by the Council. When it has been so signed, the contract shall become effective as of the date first written above.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this contract as of the date first above written.

The Metropolitan Government of Nashville and Davidson County