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The Mockingbird Society MFM Service Agreements
MFM Consultation, Training & Technical Assistance Service Agreement (apv)
SERVICE AGREEMENT
MOCKINGBIRD FAMILY™
Implementation Consultation,
Training and Technical Assistance
This Agreement is between The Mockingbird Society (“MOCKINGBIRD”) and the (“LICENSEE”) identified
below, and is governed by the contractual laws of Washington State.
LICENSEE NAME
County of Fresno Department of Social Services
LICENSEE doing business as (DBA)
LICENSEE ADDRESS
205 W. Pontiac Way, Clovis, California 93612, USA
LICENSEE CONTACT
Rita Valenzuela Bohannon
LICENSEE TELEPHONE
559-600-2103
LICENSEE
FAX
559-600-7640
LICENSEE EMAIL
lavelr@fresnocountyca.gov
AGENCY
The Mockingbird Society
(Mockingbird)
AGENCY DEPARTMENT
Practice Innovation
AGENCY AGREEMENT CODE
MOCKINGBIRD FAMILY™
AGENCY CONTACT NAME AND TITLE
Mr. Hickory Gateless, Deputy Director
AGENCY CONTACT ADDRESS
2100 24TH Ave S., suite 240
Seattle, WA 98144
AGENCY CONTACT TELEPHONE
206.323.5437
AGENCY CONTACT FAX AGENCY CONTACT EMAIL
hickory@mockingbirdsociety.org
AGREEMENT START DATE
Upon execution
AGREEMENT END
DATE
December 31, 2022
AGREEMENT MAXIMUM AMOUNT
Set forth in Exhibit B
EXHIBITS.
EXHIBIT A – Statement of Work
EXHIBIT B – Table of Deliverables and Costs
EXHIBIT C – Licensee Commitment to Contribute Project Data
No Exhibits
The terms and conditions of this Agreement are an integration and representation of the final, entire and exclusive
understanding between the parties superseding all previous agreements, writings and communications, oral or otherwise,
regarding the subject matter in this Agreement, as further specified in Section 12.5 of this Agreement. This Agreement
shall be binding on MOCKINGBIRD only upon signature by MOCKINGBIRD.
LICENSEE SIGNATURE
PRINTED NAME AND TITLE
Gary Cornuelle, Purchasing Manager
DATE SIGNED
May 22, 2020
MOCKINGBIRD AGENCY
SIGNATURE
PRINTED NAME AND TITLE
Annie Blackledge, Executive Director
DATE SIGNED
Field Code Changed
Gary E. Cornuelle
Digitally signed by Gary E. Cornuelle
DN: cn=Gary E. Cornuelle, o, ou,
email=gcornuelle@fresnocountyca.gov, c=US
Date: 2020.05.22 13:57:20 -07'00'
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5/26/2020
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SERVICE AGREEMENT
MOCKINGBIRD FAMILY™ Implementation Consultation, Training and Technical
Assistance
THIS SERVICE AGREEMENT, including the Exhibits (“Agreement”), effective upon execution, is
made by:
(1) The Mockingbird Society, a registered 501(c)(3) not for profit company, having a principal
place of business at 2100 24th Ave S, Suite 240, Seattle, Washington, 98144, USA
(“MOCKINGBIRD”); and
(2) LICENSEE, County of Fresno Department of Social Services an organization with a principal
place of business at 205 W. Pontiac Way, Clovis, California 93612, USA, (“LICENSEE” or
“FRESNO DSS”).
WHEREAS, MOCKINGBIRD is a leading, independent voice for foster care reform in Washington
State and beyond, built upon youth-inspired solutions and public support for every child's right to a
safe home and bright future. Founded in 2000, the organization is committed to advocating for
innovation in the way in which services, such as foster care, are delivered; and
WHEREAS, FRESNO DSS is a public or private child welfare agency providing foster care and
kinship care licensing and/or support services in accordance with all federal and State laws
governing foster home care and the protection of children
WHEREAS, MOCKINGBIRD and FRESNO DSS share a belief in the value of improving the quality
of foster care and recognize the advantage of collaboration in maximizing learning and the benefit
of widening participation in the Mockingbird Family™;
WHEREAS, MOCKINGBIRD owns the Intellectual Property Rights to the Materials (as defined
below) and to the Marks (as defined below);
NOW, THEREFORE in consideration of the mutual covenants, terms and conditions set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. DEFINITIONS
1.1. “Agreement” has the meaning set forth in the preamble.
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1.2. “Confidential Information” means nonpublic information of FRESNO DSS or
MOCKINGBIRD that, based on the nature of the information or circumstances
surrounding its disclosure, the other Party should in good faith treat as
confidential, including: financial and technical information; personally
identifiable information; test results or reports; research reports; information
relating to research; testing procedures; instruction and training manuals, and
any information derived from any of these.
1.3. “Derivative Work” means a work created by FRESNO DSS based upon the
Materials or upon other pre-existing works owned by MOCKINGBIRD.
1.4. “Indemnitee” has the meaning set forth in Section 11.3 of this Agreement.
1.5. “Indemnitor” has the meaning set forth in Section 11.3 of this Agreement.
1.6. “Intellectual Property Rights” means patents and rights in inventions (whether
patentable or not); registered and unregistered design rights; copyrights;
database rights; trademarks and service marks, whether registered or not;
goodwill; and rights in Confidential Information. Intellectual Property Rights
include in all cases applications and rights to apply for any such rights, and any
rights or forms of protection of a similar nature and having equivalent effect to
any of them which subsist anywhere in the world.
1.7. “LICENSEE” has the meaning set forth in the preamble.
1.8. “Licensee Indemnitee” has the meaning set forth in Section 11.1 of this
Agreement.
1.9. “Marks” means the MOCKINGBIRD trademarks specified in means the trade
names, trademarks, service marks, logos or other commercial symbols of
MOCKINGBIRD.”
1.10. “Materials” includes any writings, recordings, pictures, video, or data created
and owned by MOCKINGBIRD, such as training materials, manuals, diagrams,
and handbooks.
1.11. “MOCKINGBIRD FAMILY™” means the foster care support model developed
by MOCKINGBIRD and described in the “Host Agency Implementation
Handbook” and “Constellation Training and Resource Manual.”
1.12. “Party” means either MOCKINGBIRD or FRESNO DSS and “Parties” means
both MOCKINGBIRD and FRESNO DSS.
1.13. “Personally, Identifiable Information” means information that permits the
identification of an individual to whom the information applies, including that
which directly identifies an individual (e.g., name, address, social security
number, or other identifying number or code, telephone number, email
address, etc.) and indirect information (e.g., a combination of gender, race,
birth date, geographic indicators, or other descriptors).
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1.14. “Project” means the implementation of MOCKINGBIRD FAMILY™ by
FRESNO DSS in the Territory, and as described in Exhibit A.
1.15. “Project Data” means any information obtained by FRESNO DSS and its
providers evaluating the Project and its implementation, including test results,
project reports, testing procedures, surveys, evaluations, proposals, project
updates, changed instructions, updated training manuals, and research
reports, but excluding any Personally Identifiable Information.
1.16. “Term” has the meaning given to it in Section 7 of this Agreement.
1.17. “Territory” means Fresno County, California
1.18. “Third-Party Claims” has the meaning set forth in Section 11 of this Agreement.
1.19. “MOCKINGBIRD” has the meaning set forth in the preamble.
1.20. “MOCKINGBIRD Indemnitee” has the meaning set forth in Section 11 of this
Agreement.
2. LICENSE GRANTS AND OWNERSHIP
2.1. Copyright License for Materials: Subject to FRESNO DSS’s compliance with
the terms and conditions of Sections 2, 5, 8, and 9 of this Agreement,
MOCKINGBIRD grants FRESNO DSS during the Term a limited, non-
transferable, non-sublicensable, non-exclusive license to use and reproduce
the Materials owned by MOCKINGBIRD in order to create Derivative Works
and implement MOCKINGBIRD FAMILY™ within the Territory.
2.2. Copyright License for Derivative Works: Subject to FRESNO DSS’s
compliance with the terms and conditions of Sections 2, 5, 8, and 9 of this
Agreement, MOCKINGBIRD grants to FRESNO DSS during the Term a
limited, non-transferable, non-sublicensable non-exclusive license to
reproduce the Materials owned by MOCKINGBIRD in order to create Derivative
Works within the Territory and to reproduce and distribute the Derivative Works
in order to carry out the Project.
2.3. Ownership of Derivative Works: FRESNO DSS will own the Intellectual
Property Rights to all Derivative Works, subject to MOCKINGBIRD ownership
of the Materials. FRESNO DSS grants MOCKINGBIRD the exclusive license
to use, distribute, and reproduce the Derivative Works, and to create derivative
works of the Derivative Works, in and outside of the Territory, both during the
Term and after the Term ends.
2.4. Crediting Derivative Works: FRESNO DSS agrees to attribute MOCKINGBIRD
as the source for the Materials incorporated into any Derivative Works created
by FRESNO DSS, in accordance with the trademark license terms outlined in
Sections 2.6, 2.7 and 2.8 below. When attributing the Materials, FRESNO DSS
is not required to use the official MOCKINGBIRD logo.
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2.5. Approval Required for Use of Derivative Works: Before FRESNO DSS may
publicly display, publicly perform, reproduce for the public, or distribute any
Derivative Work, MOCKINGBIRD must expressly consent in writing. FRESNO
DSS’s failure to obtain that prior consent is a material breach of this Agreement.
2.6. Trademark License for Marks: Subject to FRESNO DSS’s compliance with the
terms and conditions of Sections 2, 5, 8, and 9 of this Agreement,
MOCKINGBIRD grants FRESNO DSS during the Term a limited, non-
transferable, non-exclusive, non-sublicensable license to use MOCKINGBIRD’
Marks on or in connection with the creation and distribution of the Derivative
Works and implementation of the Project. For the avoidance of doubt, such
use shall extend to advertising and the promotion of MOCKINGBIRD
FAMILY™ in the Territory.
2.7. Usage Guidelines:
2.7.1. Goodwill: FRESNO DSS is familiar with the high standards, quality,
style and image of MOCKINGBIRD, and FRESNO DSS will, at all
times, conduct its business and use the Materials, Marks, and
Derivative Works in a manner consistent with these high standards,
quality, style, and image. This includes following all laws within the
Territory, as well as making a good faith effort to stay true to the
MOCKINGBIRD FAMILY™.
2.7.2. Compliance with MOCKINGBIRD Specifications: FRESNO DSS will
comply with MOCKINGBIRD usage guidelines regarding the Marks, as
set forth in usage guidelines to be provided by MOCKINGBIRD to
FRESNO DSS, [from time to time], but subject to any changes
required in order to comply with any legal requirements in the
Territory.
2.8. Restrictions on Marks: FRESNO DSS agrees that it will not, during the Term
or thereafter, directly or indirectly:
2.8.1. Do, omit to do, or permit to be done, any act which will or may dilute
the Marks or tarnish or bring into disrepute the reputation of or
goodwill associated with the Marks or MOCKINGBIRD or which will or
may invalidate or jeopardize any registration of the Marks; or
2.8.2. Apply for, or obtain, or assist any person in applying for or obtaining
any registration of the Marks, or any trademark, service mark, trade
name or other indicia confusingly similar to the Marks in any country
without the express consent of MOCKINGBIRD.
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2.9. Restrictions on Materials, Derivative Works and Marks: The grant of the
copyright and trademark licenses are for the sole purpose of creating Derivative
Works that may be copied, performed, and distributed throughout the Territory,
in order to implement the Project. These grants are subject to the conditions
outlined in this Agreement. Any or all of the licenses may be revoked by
MOCKINGBIRD at any time without notice if FRESNO DSS uses the Materials,
Marks, or Derivative Works for any purpose not contemplated by this
Agreement.
2.10. Sub-licensing: FRESNO DSS shall not sublicense the rights granted under this
Agreement without prior written approval from MOCKINGBIRD.
3. GOVERNANCE
3.1. MOCKINGBIRD and FRESNO DSS agree to discuss the implementation of
the Project at least monthly during the course of carrying out the scope of
work contemplated by this Agreement. Both MOCKINGBIRD and FRESNO
DSS agree to make a good faith effort to resolve any disputes during these
conference meetings.
4. MOCKINGBIRD OBLIGATIONS
4.1. Materials: MOCKINGBIRD will provide the following Materials to enable
FRESNO DSS to create the Derivative Works and implement the Project: The
Mockingbird Family™ Constellation Resource Manual, the Host Agency
Implementation Handbook, the Implementation Planning Steps Outline, and
the Implementation Process Handout Templates.
4.2. Information: Prior to the execution of this Agreement, MOCKINGBIRD has
provided to FRESNO DSS information regarding MOCKINGBIRD FAMILY™,
the Organizational Self-Assessment Questionnaire, and consultation with
agency representatives charged with leading MOCKINGBIRD FAMILY™
replication if the Agency should adopt MOCKINGBIRD FAMILY™.
MOCKINGBIRD may provide additional training, as requested by FRESNO
DSS, subject to the fee arrangement set out in Section 5.
4.3. Feedback: MOCKINGBIRD will provide feedback about the Project’s
implementation and relevant data, and decisions regarding the approval and
use of Derivative Works to FRESNO DSS in a timely manner.
5. FRESNO DSS OBLIGATIONS
5.1. Fees and Payment: FRESNO DSS agrees to pay MOCKINGBIRD in
accordance with Exhibit B, attached hereto and by this reference incorporated.
5.2. Feedback and Project Data:
5.2.1 Provision of Project Data Feedback. FRESNO DSS will promptly
provide feedback regarding the Project and Project Data to
MOCKINGBIRD according to Exhibit C including data regarding any
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adaptations, implementations, and trainings; including any raw data
and analysis FRESNO DSS will have access to and from any
evaluations performed internally by the Agency and/or by a third-party
evaluator to MOCKINGBIRD. FRESNO DSS will provide Project Data
in accordance with the descriptions and standards provided in Exhibit
C. FRESNO DSS will provide all Project Data to MOCKINGBIRD in
de-identified form that eliminates any Personally Identifiable
Information from the Project Data before it is transmitted to
MOCKINGBIRD.
5.2.2 Collection and Delivery of Provider Project Data. FRESNO DSS
agrees to require its providers to regularly record and report Project
Data to FRESNO DSS using a MOCKINGBIRD-approved
methodology. If not provided directly to MOCKINGBIRD by the
provider, FRESNO DSS will promptly provide Project Data collected
from its providers to MOCKINGBIRD.
5.2.3 Right to Publish Data. MOCKINGBIRD may publish the Project Data
and otherwise has non-exclusive rights to reproduce, distribute,
publicly perform, publicly display and create derivative works of the
Project Data, and will use commercially reasonable efforts to provide
appropriate attribution to FRESNO DSS.
5.3 Technical Assistance: Upon request and reasonable notice by MOCKINGBIRD, and
mutual agreement with Fresno DSS, FRESNO DSS WILL provide technical
assistance to other California agencies in implementing MOCKINGBIRD FAMILY™.
6. DISPUTE RESOLUTION
6.1. The Parties must attempt to resolve any dispute arising in relation to this
Agreement in accordance with this Section 6 provided that nothing in this
Section limits the ability of a Party to bring an action for urgent interlocutory
relief in relation to a dispute.
6.2. A Party claiming a dispute has arisen must promptly notify the other Party in
writing of the existence and nature of the dispute.
6.3. Within 7 days after a notice is given under Section 6.2, each Party must
nominate in writing to the other Party the person(s) authorized to settle the
dispute on its behalf.
6.4. During the 30-day period after a notice is given under Section 6.2 (or if the
parties agree a different period, that period) each Party’s nominee must use
his or her best efforts to resolve the dispute.
6.5. If the dispute is not resolved within the time referred to in Section 6.4, then a
Party that has complied with its obligations under this Section may commence
legal proceedings in relation to that dispute.
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6.6. Pending the resolution of a dispute, the Parties must continue to perform their
respective obligations under this Agreement.
7. TERM AND TERMINATION
7.1. Term: This Agreement will be deemed to have commenced as of the date of
signing by Parties], and, unless terminated earlier in accordance with the
Agreement, will remain in force until December 31, 2022, unless extended for
an additional period by the written agreement of the Parties amending this
Section 7.1.
7.2. Termination for Cause: Either Party will have the right to terminate this
Agreement if the other Party is in material breach of its obligations under the
Agreement and has failed to cure that breach within 30 days of receiving written
notice of the breach; provided that termination for breach of Section 2.5 or
Section 8 may be implemented immediately.
7.3. Effect of Termination: On expiration or termination of this Agreement for any
reason and subject to any express provisions set out elsewhere in this
Agreement:
7.3.1. All rights and licenses granted by MOCKINGBIRD to FRESNO DSS
pursuant to this Agreement will cease;
7.3.2. FRESNO DSS will cease all use of the Marks, Materials; and
7.3.3. FRESNO DSS will promptly return to MOCKINGBIRD, or, at
MOCKINGBIRD’ option, destroy, at FRESNO DSS’s expense, all
records and copies of Materials and Marks in its possession and of any
Confidential Information of MOCKINGBIRD and all copies thereof.
8. CONFIDENTIALITY
8.1. Confidential Information: Each Party will obtain the other Party’s consent prior
to any publication, presentation, announcement or press release concerning
information related to Confidential Information.
8.2. Agreement: Each Party will obtain the other Party’s consent prior to any
publication, presentation, public announcement or press release concerning
information related to this Agreement. Notwithstanding the foregoing, FRESNO
DSS will not disclose the payment terms of this Agreement, as set out in
Section 5, to any third party unless required to do so by law.
9. WARRANTIES AND DISCLAIMERS
9.1. Mutual Representations and Warranties: Each Party represents and warrants
to the other Party that:
9.1.1. It is duly organized, validly existing, and in good standing as a
corporation or other entity as represented herein under the laws and
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regulations of its jurisdiction of incorporation, organization, or
chartering;
9.1.2. It has the full right, power and authority to enter into this Agreement
and to perform its obligations hereunder;
9.1.3. The execution of this Agreement by its representative whose signature
is set forth at the end hereof has been duly authorized by all
necessary corporate action of the Party; and
9.1.4. When executed and delivered by such Party, this Agreement will
constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms and
conditions.
9.2. Disclaimer of Representations and Warranties: EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN THE AGREEMENT, THE MOCKINGBIRD
MATERIALS, MARKS AND SERVICES ARE PROVIDED "AS IS" WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND. MOCKINGBIRD
HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS,
STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING
FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE
USAGE.
10. LIABILITY LIMITATIONS: TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, REGARDLESS OF ANY THEORY, CONTRACT, TORT OR
OTHERWISE, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR LOST
PROFIT DAMAGES IN CONNECTION WITH THE SUBJECT MATTER OF THIS
AGREEMENT. THIS LIMITATION INCLUDES INSTANCES WHERE THE PARTY IS
AWARE OF OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE.
10.1 Cap on Monetary Liability. Except as expressly provided is section 10.2, in no
event will the aggregate liability of either party arising out of or related to this
agreement, whether arising under or related to breach of contract, tort
(including negligence), strict liability or any other legal or equitable theory
exceed the total amounts paid or payable to MOCKINGBIRD under this
Agreement in the one-year period preceding the event giving rise to the claim.
The foregoing limitations apply even if any remedy fails of its essential purpose.
10.2 Exceptions to Limitations of Liability. The exclusions and limitations in Section
10 shall not apply to:
10.2.1 Damages or other liabilities arising out of or relating to a party’s failure to comply
with its obligations under Sections 2 (License Grants and Ownership), 4 (MOCKINGBIRD
Obligations), 5 (FRESNO DSS Obligations), 8 (Confidentiality), 9 (Warranties and
Disclaimers), or 11 (Indemnification);
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10.2.2 Damages or other liabilities arising out of or relating to a party’s gross
negligence, willful misconduct, or intentional acts; and
10.2.3 Death or bodily injury or damage to real or tangible property resulting from a
party’s negligent acts or omissions
11. INDEMNITIES AND PROCEDURES
11.1 Indemnification by MOCKINGBIRD. MOCKINGBIRD shall indemnify, defend,
and hold harmless FRESNO DSS and its affiliates, officers, directors,
employees, agents, sublicensees, successors, and assigns (each, a
"Licensee Indemnitee") from and against all losses arising out of or in
connection with any third-party claim, suit, action, or proceeding ("Third-Party
Claim") relating to any actual or alleged: (a) breach by MOCKINGBIRD of any
representation, warranty, covenant, or obligation under this Agreement, or (b)
copyright or trademark infringement, resulting from the use of the licensed
Marks or Materials by FRESNO DSS or any of its sublicensees in accordance
with this Agreement.
11.2 Indemnification by FRESNO DSS. FRESNO DSS shall indemnify, defend,
and hold harmless MOCKINGBIRD and its affiliates, officers, directors,
employees, agents, successors, and assigns (each, a "MOCKINGBIRD
Indemnified Party") from and against all losses arising out of or in connection
with any Third-Party Claim relating to any actual or alleged: (a) breach by
FRESNO DSS of any representation, warranty, covenant, or obligation under
this Agreement, or (b) copyright or trademark infringement; except to the
extent any such Third-Party Claim is covered by MOCKINGBIRD's indemnity
obligations in Section 11.1.
11.3 Indemnification Procedure. Each Party shall promptly notify the other Party in
writing of any Third-Party Claim for which such Party believes it is entitled to
be indemnified pursuant to Section 11.1 or Section 11.2. The Party seeking
indemnification (the "Indemnitee") shall cooperate with the other Party (the
"Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall
promptly assume control of the defense and investigation of such Third-Party
Claim and shall employ counsel of its choice to handle and defend the same,
at the Indemnitor's sole cost and expense. The Indemnitee may participate in
and observe the proceedings at its own cost and expense with counsel of its
own choosing. The Indemnitor shall not settle any Third-Party Claim without
the Indemnitee's prior written consent, which shall not be unreasonably
withheld or delayed. If the Indemnitor fails or refuses to assume control of the
defense of such Third-Party Claim, the Indemnitee shall have the right, but no
obligation, to defend against such Third-Party Claim, including settling such
Third-Party Claim after giving notice to the Indemnitor, in each case in such
manner and on such terms as the Indemnitee may deem appropriate. The
Indemnitee's failure to perform any obligations under this Section 11.3 will not
relieve the Indemnitor of its obligations under this Section 11, except to the
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extent that the Indemnitor can demonstrate that it has been materially
prejudiced as a result of such failure.
12. GENERAL TERMS
12.1. Choice of Law and Venue: This Agreement and all related documents,
including all Exhibits, and all matters arising out of or relating to this Agreement,
are governed by, and construed in accordance with, the laws of the State of
Washington, United States of America. Any legal suit, action, or proceeding
arising out of or related to this Agreement or the matters contemplated
hereunder will be instituted exclusively in federal court of the United States in
the Western District of Washington, or the courts of the State of Washington in
each case located in the city of Seattle in King County. Each Party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action, or
proceeding and waives any objection based on improper venue or forum non
conveniens. Service of process, summons, notice, or other document by mail
to such Party’s address set forth herein will be effective service of process for
any suit, action, or other proceeding brought in any such court.
12.2. Construction: Headings used in this Agreement are for ease of reference only
and will not be used to interpret any aspect of this Agreement. Any list of
examples following “including,” “such as” or “e.g.,” is illustrative and not
exhaustive, unless qualified by terms like “only” or “solely.” Unless the context
of this Agreement clearly requires otherwise, references to the plural include
the singular. All references to sections, terms, and exhibits are to the sections,
terms and exhibits of this Agreement unless expressly indicated otherwise.
12.3. Assignment: Neither Party may assign its rights or delegate its obligations
under this Agreement, either in whole or in part, whether by operation of law or
otherwise, without the prior written consent of the other Party. Any attempted
assignment or delegation by any Party without the other Party’s prior written
consent will be void.
12.4. Waiver and Modification: Failure by a 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.
12.5. Entire Agreement: This Agreement, including all Exhibits which are
incorporated in this Agreement 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 that subject matter. Any amendment to this
Agreement must be in writing executed by an authorized officer of the Party.
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12.6. No Partnership: Each Party’s relationship to the other Party in the performance
of this Agreement is that of an independent LICENSEE, and no Party shall
represent itself as having authority to represent the other Party in any manner
whatsoever. In no event shall either Party or its agents, representatives, or
employees be deemed to be agents, representatives, or employees of the other
Party in connection with this Agreement, and nothing contained in this
Agreement, will be deemed to: (i) make any Party (or any of such Party's
employees, agents or representatives) an employee, agent or representative
of any other Party for any purpose whatsoever, (ii) create any partnership or
joint venture between or among the Parties, (iii) confer on any Party any
expressed or implied right, power or authority to enter into any contract,
express or implied, or to incur or assume any obligation or liability, on behalf of
any other Party, or (iv) require any Party to take any action which is contrary to
any contract to which it is already bound, or to any regulatory or other
applicable legal requirement or standard.
12.7. No Third-Party Beneficiaries: No term or condition of this Agreement is
enforceable by a person who is not a Party to this Agreement.
12.8. Compliance with Laws and Regulations: Each Party will observe and abide by
all laws, regulations and by laws as may apply in relation to the matters
contemplated by this Agreement. Neither Party will do anything or omit to do
anything that will cause the other Party to be in breach of any applicable laws
or regulations that have been notified by the other Party.
EXHIBITS FOLLOW
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TABLE OF EXHIBITS
EXHIBIT A – Statement of Work
EXHIBIT B – Table of Deliverables and Costs
EXHIBIT C – Fresno DSS Commitment to Contribute Project Data
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EXHIBIT A
The Mockingbird Family™
STATEMENT OF WORK
HOST AGENCY MOCKINGBIRD FAMILY™ IMPLEMENTATION
CONSULTATION, TRAINING AND TECHNICAL ASSISTANCE
ORGANIZATION OF STATEMENT OF WORK
Intent of Services
Overview of Statement of Work
MOCKINGBIRD FAMILY™ Consultation, Training, and Technical
Assistance
Hub Home Overview
Services to Develop MOCKINGBIRD FAMILY™ Hub Home Providers
& Constellations
Project Data and Evaluation
Fidelity Management & Assessment
The Mockingbird Society™ shall ensure that services provided under the Agreement with FRESNO
DSS meet the specifications described in this Statement of Work Exhibit A.
1. Intent of Services
The intent of the services to be provided by The Mockingbird Society to FRESNO DSS is to provide
consultation, training and technical assistance for the replication and implementation of the Mockingbird
Family™ in order to improve on the delivery of foster care and to promote foster care provider retention
and improved outcomes for children and youth in foster care.
2. Overview of Statement of Work
This Statement of Work includes services to specifically address the following requirements, and to
comply with the agreements as set forth by MOCKINGBIRD, a community-based organization that has
innovated, developed, and replicated a foster care delivery model that has demonstrated success in
foster parent retention and satisfaction and improved outcomes for children and youth in foster care
and FRESNO DSS.
a. Specifically, to develop a plan for replicating and carrying out the implementation of the Mockingbird
Family™ in TERRITORY through the FRESNO DSS.
b. To work collaboratively with FRESNO DSS and its agents to orient and train team members to
deliver foster care support to foster care givers, children and youth through the Mockingbird
Family™ framework.
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c. To provide consultation, training and technical assistance to FRESNO DSS and its agents, as
needed to develop, at minimum, (1) MOCKINGBIRD FAMILY™ Hub Home Family to create, at
minimum, (1) MOCKINGBIRD FAMILY™ Constellation in TERRITORY during the term of this
Agreement and consistent with the payment schedule outlined in Exhibit B.
3. MOCKINGBIRD FAMILY™ Training, Technical Assistance and Support
The Mockingbird Society shall provide consultation, and technical assistance to support the
implementation of the Mockingbird Family™ with participating foster care providers and FRESNO DSS
team members and stakeholders.
MOCKINGBIRD shall provide the following: Consultation, Training and Technical Assistance
1. Consultation to FRESNO DSS from MOCKINGBIRD is required to manage fidelity and to
support the successful implementation of MOCKINGBIRD FAMILY™. Consultation is also
required to review Constellation progress and to identify and problem solve emerging issues.
Meetings should include FRESNO DSS’s MOCKINGBIRD FAMILY™ Consultation team, Hub
home providers and any other members deemed necessary by FRESNO DSS.
4. MOCKINGBIRD FAMILY™ Hub Home Provider
MOCKINGBIRD FAMILY™ is designed as a micro-community created through FRESNO DSS’S
MOCKINGBIRD FAMILY™ Constellation of foster/kinship homes with a licensed, experienced/veteran
foster care provider at the center of the community who carries out the primary role and responsibilities
of FRESNO DSS’S MOCKINGBIRD FAMILY™ Hub Home Provider. The Hub Home provider is
licensed for all age groups of children and youth and has a range of experiences and required
certifications/trainings to provide care for children and youth identified for participation in the
Constellation. The Hub Home provides two open licensed beds that will accommodate children and
youth of various ages, genders and levels of care.
a. FRESNO DSS’S Hub Homes are operated by a licensed foster or kinship care provider who provides
the following to support foster care families participating in FRESNO DSS’S MOCKINGBIRD FAMILY™
Constellation (Satellite Families):
1. Provide ongoing support and access to resources;
2. Coordinate social events, activities, and family meetings;
3. Schedule or provide planned and crisis respite.
b. Where FRESNO DSS’S Mockingbird Family™ Hub Home Provider is responsible for providing the
following services to support a cohort of 6 to 10 foster/kinship care families (Satellite Families) with 6 to
18 children and youth making up the Constellation, unless otherwise approved by MOCKINGBIRD for
FRESNO DSS’S implementation of MOCKINGBIRD FAMILY™ Constellations for children, youth and
families:
1. Monthly Constellation meetings;
2. Hosting social events for families, children, and youth;
3. Sponsoring training, mentoring and coaching activities;
4. Crisis management, conflict resolution and mediation as needed;
5. Respite care as requested by foster care providers;
6. Availability to provide transportation as needed.
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c. FRESNO DSS’S MOCKINGBIRD FAMILY™ Hub Home Provider also works with FRESNO DSS
Team to support foster parent development, retention and recruitment. FRESNO DSS’S Hub Home
Provider also supports placement stability and permanency planning efforts for children and youth
placed with Satellite Families engaged in the Constellation.
5. Services to Support Hub Home Family Development.
The Mockingbird Society™ shall provide the following services to FRESNO DSS to develop Hub Home
providers for existing Constellations that experience a change in their current Hub Home provider.
a. Hub Home Provider Training.
1. The Mockingbird Society shall provide training to ensure FRESNO DSS has the capacity to train
and support new and existing Hub Home providers understand the role and responsibilities of
the Hub Home position.
2. The Mockingbird Society will invite FRESNO DSS’S Hub Home providers to participate in online
Hub Home provider meetings, such as quarterly Shared Learning Events, online trainings, peer
support and supports offered through the Host Agency’s MOCKINGBIRD FAMILY™
Consultations.
6. MOCKINGBIRD FAMILY™ Data Collection and Evaluation
The Mockingbird Society requires FRESNO DSS to collect data pertinent to MOCKINGBIRD FAMILY™
outputs and outcomes. The Mockingbird Society utilizes both electronic spreadsheets and a web-based
data portal for the collection of de-identified youth and foster family data based on services provided by
FRESNO DSS’S Hub Home Provider and the overall goals of MOCKINGBIRD FAMILY™. See
EXHIBIT C.
a. Data Review
1. The Mockingbird Society shall work with FRESNO DSS to prepare for MOCKINGBIRD
FAMILY™ data reviews to occur during the Host Agency’s scheduled MOCKINGBIRD
FAMILY™ consultation meetings.
2. Consultation and problem solving will occur to support FRESNO DSS when MOCKINGBIRD
FAMILY™ data reports show information contrary to the expected outcomes of MOCKINGBIRD
FAMILY™.
7. MOCKINGBIRD FAMILY™ Fidelity Assessments
The Mockingbird Society requires FRESNO DSS to participate in periodic reviews of FRESNO DSS’s
implementation of the Mockingbird Family™ and its alignment with the Model’s Fidelity Criteria.
a. Fidelity Management and Assessments
1. The Mockingbird Society shall work with FRESNO DSS to prepare for scheduled
MOCKINGBIRD FAMILY™ Implementation Fidelity Assessments, which can occur onsite or
remotely via technology at FRESNO DSS’s location.
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2. Consultation and problem solving will occur during meetings between MOCKINGBIRD and
FRESNO DSS.
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EXHIBIT B
TABLE OF DELIVERABLES AND COST (Worksheet)
MOCKINGBIRD FAMILY™ Consultation & Technical Assistance
MOCKINGBIRD shall provide consultation, and technical assistance to support the implementation of
the MOCKINGBIRD FAMILY™ in Fresno, CA. FRESNO DSS agrees to pay MOCKINGBIRD the
total amount for the deliverables as specified below, without regard as to which modules are used.
Payment will be made at or before the time of service.
MODULE DELIVERABLES COST
On-Going
Licensure
Consultation & Technical Assistance This module focuses on
providing the on-going support and technical assistance to Host
Agencies for managing Mockingbird Family Constellations to
fidelity. Consultation support may be provided to support the
following.
• Hub Home coaching/mentoring
• Continuous quality improvement support
• Access to online tools, as available
• Data Collection & Evaluation Management
• Fidelity Assessment
$3,000 per
year
TOTAL COST [6,000]
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EXHIBIT C
FRESNO DSS COMMITMENT TO CONTRIBUTE PROJECT DATA
Project Data Contribution and Evaluation Process Engagement
The Mockingbird Society requires licensed MOCKINGBIRD FAMILY™ Host Agencies to collect data and
evaluate service design and outcomes associated with implementing the Mockingbird Family™. FRESNO
DSS will commit to working with MOCKINGBIRD evaluators to establish a methodology to capture data on
the key areas outlined in MOCKINGBIRD FAMILY™ data portal and its protocols as provided by
MOCKINGBIRD. MOCKINGBIRD will provide current data information collected in general relation to
MOCKINGBIRD FAMILY™ and its implementation and request similar data sets be collected from
MOCKINGBIRD FAMILY™ Host Agencies and shared in Hub Home reports with MOCKINGBIRD on a
monthly basis at minimum. MOCKINGBIRD anticipates there will be a reduction in placement breakdowns,
improved caregiver retention and improved success in moves to permanency.
A key strategy will be to build capacity within FRESNO DSS, including the representing child protection
authority to evaluate the scheme beyond the project period. FRESNO DSS will continue to submit program
data to MOCKINGBIRD during the course of this Agreement.
Signatures:
Authorized Person Title Date
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