Exhibit 10.36
AGREEMENT
BETWEEN
EDUCATIONAL VIDEO CONFERENCING, INC.
AND
ATLANTIC DISTRICT LUTHERAN CHURCH MISSOURI SYNOD
FOR THE OFFERING OF
INTERACTIVE TELEVIDEO COURSES
W I T N E S S E T H
AGREEMENT made this day of July 21st, 1999, between the ATLANTIC DISTRICT
LUTHERAN CHURCH MISSOURI SYNOD, (hereinafter referred to as "ATLANTIC DISTRICT
LCMS", located on the Campus of Concordia College, 000 Xxxxx Xxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxx 00000 and Educational Video Conferencing, Inc.,
(hereinafter referred to as "EVC"), with offices located at 00 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000.
WHEREAS, ATLANTIC DISTRICT LCMS is an institution interested in providing
opportunities to higher learning for its community, and,
WHEREAS, EVC is a domestic corporation engaged in the business of
Interactive Televideo, and,
WHEREAS, ATLANTIC DISTRICT LCMS, its congregations listed below and EVC
wish to enter into a mutually beneficial agreement whereby EVC will provide
access to EVC transmitted courses from accredited colleges and universities to
each community,
NOW, THEREFORE in consideration of $10.00 in good funds, as well as the
mutual covenants contained herein, the parties hereby agree as follows:
1. EVC shall have the right, for the duration of this agreement and any
renewal hereof to transmit all accredited college courses, non-degree courses,
and other programs offered by accredited colleges, universities and learning
organizations through EVC via Interactive Televideo/Distance Learning
(hereinafter referred to as "ITV/DL"), transmitted to ATLANTIC DISTRICT LCMS and
its congregations, commencing with the Fall Semester, 1999.
2. EVC will provide all telecommunications equipment necessary to provide
access for EVC courses to ITV/DL students at ATLANTIC DISTRICT LCMS site(s).
3. Rooms and Equipment
a. ATLANTIC DISTRICT LCMS will provide a minimum of one (1) room in no
fewer than ten (10) and no more than (20) of its affiliated churches starting
with the Fall, 1999 academic semester. EVC and ATLANTIC DISTRICT LCMS will
thereafter mutually agree on the number of additional member congregations this
contract will cover for future semesters for the remaining term of this
agreement.
b. Each classroom shall be capable of accommodating the video conferencing
equipment and necessary accessories (hereinafter referred to as "equipment"),
along with accommodating the students enrolled in EVC sponsored classes. Said
room does not have to be dedicated space, and may be used by each ATLANTIC
DISTRICT LCMS congregation for its own use when EVC courses are not running so
long as said use does not infringe on the rights of EVC hereunder, or tend to
impact negatively on the success of the program contemplated by this agreement.
4. Advertising/Publicity
a. ATLANTIC DISTRICT LCMS shall use its best efforts in marketing,
advertising, and promoting EVC's offering of access to video conferenced courses
at ATLANTIC DISTRICT LCMS site(s) in live church service announcements,
advertisements, promotions, marketing plans, etc., which are directed at
community target markets.
5. EVC will be responsible for installing and maintaining appropriate
telecommunication lines for its video conferencing equipment at ATLANTIC
DISTRICT LCMS site(s). Said video conferencing equipment will be installed and
paid for by EVC. All such video conferencing equipment and associated
accessories shall remain the exclusive property of EVC. EVC is under no
obligation to continue to maintain either telecommunication lines or equipment
at any ATLANTIC DISTRICT LCMS site(s) if, during any academic semester, the
total enrollment at EVC sponsored courses falls below the thresholds cited
herein, as set forth in paragraph 11 of this agreement. EVC may, at its sole
discretion, remove part or all of its equipment which is located at ATLANTIC
DISTRICT LCMS site(s) should enrollment fall below the thresholds cited herein.
6. All equipment supplied by EVC is the sole and exclusive property of EVC,
including but not limited to any and all patents, copyrights and trademarks, if
any, associated therewith.
7. a. EVC is responsible for the necessary maintenance, repair, and/or
replacement of televideo equipment supplied to ATLANTIC DISTRICT LCMS site(s)
for the transmission of ITV/DL courses by EVC.
b. EVC will provide reasonably prompt service for repair or replacement of
defective interactive televideo equipment and software as necessary.
8. EVC agrees to make every reasonable effort to maintain its equipment in
good working order. However, EVC is not responsible for service or repair delays
or interruption of service caused by strikes, labor actions, power outages
(other than those limited to site locations alone), acts of God or other matters
beyond EVC's control.
9. ATLANTIC DISTRICT LCMS hereby acknowledges that the ITV/DL programs are
targeted toward the non-traditional student market and therefore agrees to offer
access sites to ITV/DL courses at dates and times appropriate to target markets,
generally between the hours of 5:00 p.m. and 10:00 p.m., Mondays through Fridays
and between 8:00 a.m. and 5:00 p.m. on Saturdays.
10. Each ATLANTIC DISTRICT LCMS congregation must provide a minimum of one
(1) classroom at each church suitable for video conferencing. Each ATLANTIC
DISTRICT LCMS congregation is responsible for all of its own room costs,
including lighting, appropriate student desks (or tables) and chairs,
electricity, and security associated with the offering of ITV/DL courses through
EVC at ATLANTIC DISTRICT LCMS site(s). Each ATLANTIC DISTRICT LCMS congregation
will use its best efforts to make additional classrooms available should
enrollment demands require such.
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11. ATLANTIC DISTRICT LCMS agrees to designate one person as the single
point of contact for ATLANTIC DISTRICT LCMS in connection with this contract. It
further agrees that each church involved as a classroom site shall designate one
person as the primary point of contact.
12. Enrollment Requirements and Rental Fees
a. EVC and ATLANTIC DISTRICT LCMS agree that this agreement requires that a
minimum of eighty (80) student course registrations (SCRs) to be enrolled at
ATLANTIC DISTRICT LCMS site(s) each semester at least one (1) month prior to the
start of each semester before EVC will provide video conferencing equipment.
b. Examples of SCRs are:
(1) twenty (20) students enrolled in four (4) courses each; or,
(2) eighty (80) students enrolled in one course each; or,
(3) any combination thereof of students enrolled in EVC offered courses, in
which a minimum total of eighty (80) SCRs is reached in one or more courses.
c. Subject to the minimum enrollments specified in (a) above, EVC shall pay
to appropriate congregations of the ATLANTIC DISTRICT LCMS the sum of $1,000
(one thousand dollars) per semester for each classroom in which the minimum
number of (80) SCRs are registered with all students attending EVC sponsored
courses. Additionally, EVC will compensate one site coordinator at each church
the sum of $500.00 (five hundred dollars) per year to help secure registrations
and administer the Telecommute to College Program.
13. Term of Agreement
a. The basic term of this agreement shall be FIVE (5) YEARS.
b. The parties hereby acknowledge the necessity for allowing ITV/DL
students continuity and ongoing access to ATLANTIC DISTRICT LCMS site(s) for EVC
offered courses and programs.
c. In light of the foregoing, the parties agree that commencing July 1,
2000 and every July 1st thereafter, this agreement shall automatically be
extended for an additional period of ONE (1) YEAR, subject to the conditions
hereinafter contained.
d. In the event that either party should desire not to automatically extend
this agreement, then and in that event, such party shall so notify the other in
writing, by Certified Mail, Return Receipt Requested, no later than April 1 of
any given year, after which the agreement will not be extended for an additional
ONE (1) YEAR, but will have only the Four (4) YEARS of the existing term
remaining.
14. EVC agrees to use its best efforts to negotiate and execute a
reasonable agreement with Concordia College for the offering of undergraduate
and graduate courses through EVC via ITV/DL.
15. The foregoing constitutes the entire agreement between the parties, and
any other agreements or representations, whether verbal or written, if not
contained herein, are void, of no effect, and are not binding upon the parties.
16. No valid modification, amendment, or deletion may be made to this
agreement except in writing and executed by the parties in substantially the
same manner as this agreement.
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17. Any and all notices required hereunder shall be by Certified Mail,
Return Receipt Requested, to each party's last known address and shall be deemed
given at the time of mailing.
18. If any portion of this agreement shall be found to be void, voidable,
or unenforceable, it shall not effect the validity of the remainder of the
agreement.
19. EVC may, at its sole option, remove its equipment terminate if any
church site registers less than the stated minimum requirement of eighty (80)
SCRs every academic semester.
20. The parties agree that any disputes or disagreements arising hereunder
or in connection herewith shall be settled by binding arbitration before the
American Arbitration Association at their offices located in White Plains, New
York, and that any judgment awarded thereunder may be entered in any court of
appropriate jurisdiction, and will have full force and effect therein.
21. This agreement shall be construed in accordance with, and governed by,
the laws of the State of New York.
IN WITNESS WHEREOF the parties have hereunto set their hands and seal the
date first appearing above.
EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Xx. Xxxx X. XxXxxxx
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Xx. Xxxx X. XxXxxxx
President
ATLANTIC DISTRICT LCMS MISSOURI SYNOD
By: /s/ Xxxxx. X. Xxxxx
----------------------------
The Rev. Xx. Xxxxx X. Xxxxx
President
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Congregation Address Authorized Signature Title
1. THE XXXXXX ASSEMBLY S.I. NY /s/ Xxxxxx X. Xxxxxxxxx MISSIONARY AT LARGE
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Educational Video Conferencing
ok St. Xxxxxx Lutheran Church ok St. Xxxxxxx Lutheran Church
000 Xxxxxxxx Xxxxx 000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000 Xxx Xxxx, XX 00000
Phone 000-000-0000 Phone 000-000-0000
signed Xxx. Xxxxx X. Xxxxx (Xxxx) Vicar Xxxxx Xxxxx
1-Sep Contact: Xxxxx Xxxxxxx signed Contact: Xxx Xxxxxxxx
ok Lutheran Church of The Risen ok St. Xxxx Lutheran Church
Xxxxxx Xxxxxxx Avenue & St. Marks Pl.
000 Xxxxx Xxxxxx Xxxxxxx, XX 00000
Xxxxxxxx, Xxx Xxxx 00000 Phone 000-000-0000
Phone 000-000-0000 signed Contact Rev. Xx. Xxxx Xxxxxxxx
Xxx. Xxxxxx X. Xxxxx Contact: Xxxxxx Xxxxxx
signed Contact: Nick Trentotola
ok African Immigrant Ministry ok Wartburg Facilities
000 Xxxx Xxxx Xxx., Xxx. 0X (home) Wartburg Lutheran Home for
Xxxxxx Xxxxxx, XX 00000 the Aging
000-000-0000 LJM Wartburg Nursing Home
000-000-0000 home 00 Xxxxxxxxx Xxxxxx
signed Contact Xxx. Xxxxxx X. Xxxxxxxxx Xxxxxxxx, XX 00000
Phone 000-000-0000
Fax 000-000-0000
signed Administrator:
Xx. Xxxxx Xxxxxxxxx
1-Sep Contact Xxxxx Xxxxxx,
Asst. Administrator
ok Emanuel Lutheran Church ok Grace Lutheran Church
00-00 000xx Xxxxxx 0000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000 Xxxxx, XX 00000
Phone 000-000-0000 Phone 000-000-0000
Xxx. Xxxxx Xxxxxxxx signed Contact: Xxx. Xxxxx Xxxxxxxx
signed Xxxxxx Xxxxxxx
