AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC.
AND ROCHESTER CITY SCHOOL DISTRICT, NEW YORK, FOR THE OFFERING
AND TRANSMITTAL OF INTERACTIVE TELEVIDEO COURSES
WITNESSETH
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AGREEMENT made this 22 day of December, 1998, between the Rochester City
School District (hereinafter referred to as "ROCHESTER"), located at 000 Xxxx
Xxxxx Xxxxxx, Xxxxxxxxx, 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, ROCHESTER is a school district located in Rochester, New York
interested in providing access to and opportunities for higher education and
learning programs to employees, students and residents (hereinafter referred to
as "Stakeholders"), and
WHEREAS, EVC is a domestic corporation engaged in the business of
Interactive Televideo, and
WHEREAS, ROCHESTER and EVC wish to enter into a mutually beneficial
agreement whereby EVC will provide a grant to Rochester in the form of access to
EVC transmitted courses from accredited colleges, universities, training and
staff development organizations, and other educational providers or institutions
to the Stakeholders,
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, for the duration of this Agreement and any renewal
hereof transmit and offer to the ROCHESTER Stakeholders accredited undergraduate
and graduate college courses, degree and non-degree programs, along with
professional seminars, certification programs, licensing programs and other
programs (hereinafter collectively referred to as "The Program") offered by
accredited colleges and universities (including but not limited to Adelphi
University, Mercy College, the University of Notre Dame, Manhattan College and
The College of Insurance) through EVC, via Interactive Televideo/Distance
Learning (Hereinafter "ITV/DL"), to ROCHESTER sites, commencing with the Spring
Semester, 1999. In particular,
a.) EVC shall offer teachers in ROCHESTER access to Masters Degrees in
Education and post Masters courses, along with staff development courses and
programs.
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b.) EVC shall offer high school seniors in ROCHESTER access to
accredited college courses which may be transferable to colleges and
universities of their choice, subject to appropriate grades and official
transfer policies of the receiving institutions, as well as S.A.T. preparation
programs (subject to execution of a contract with Kaplan Learning Systems).
c.) EVC shall offer students enrolled in Kindergarten through Twelfth
Grades in ROCHESTER academic enhancement programs and courses (e.g. Kaplan
Learning Systems, Computer City Software courses, etc. subject to execution of
contracts).
2. ROCHESTER shall not be responsible for, nor shall it be permitted
to exercise control over any of the policies and procedures, academic or
administrative, of the various colleges, universities and other academic
providers; the participating institutions shall bear the entire burden and cost
of their own administrative functions, including but not limited to, admissions,
registration, academic advising, etc.
3. Rooms and Equipment
a.) ROCHESTER agrees to provide, at no cost to EVC, a minimum of four
(4) high school rooms to be selected by the Superintendent of Schools which are
capable of accommodating the video conferencing equipment and necessary
accessories (hereinafter referred to as "equipment"), as well as accommodating
the students enrolled in EVC sponsored classes. Any costs associated with
opening and closing such schools for access to The Program shall be the
responsibility of ROCHESTER. These costs include lighting, HVAC, and appropriate
furnishings. Said rooms shall be available to EVC Monday through Friday from
5:00 P.M. to 10:00 P.M. and Saturdays from 9:00 A.M. to 3:00 P.M. Said rooms
need not be dedicated space, and may be used by ROCHESTER for its own use when
EVC courses are not running.
b.) ROCHESTER shall be permitted to utilize EVC equipment when it is
not in use by EVC. ROCHESTER agrees to hold EVC harmless and indemnify EVC for
any loss or damages resulting from the use of this equipment by ROCHESTER.
ROCHESTER will be responsible for reimbursing EVC for any costs associated with
the repair or replacement of any equipment lost, damaged or stolen while in
ROCHESTER'S possession.
c.) EVC shall provide all telecommunications equipment necessary to
provide access for EVC courses to ITV/DL students at the four (4) ROCHESTER
schools. EVC shall also be responsible for installing and maintaining all
appropriate telephone lines for its equipment at the four (4) ROCHESTER schools
subject to the review and prior approval of the Directors of Facilities and
Management Information Systems. The provision, installation and maintenance of
such equipment and lines shall be at the sole expense of EVC. All
telecommunications costs shall be paid by EVC. All such equipment and associated
accessories shall be and remain the sole and exclusive property of EVC,
including but not limited to any and all patents, copyrights and trademarks, if
any, associated therewith, and shall be removable by EVC at its expense upon the
expiration or termination of the Agreement.
d.) ROCHESTER shall permit EVC, its employees and/or agents, such
access to the four (4) ROCHESTER schools as shall be reasonably necessary to the
installation and maintenance of any equipment and lines provided by EVC in
connection with this grant, as well as for the proper administration of the
program.
e.) EVC shall maintain all of the equipment and lines it provides in
proper working order and shall enter into service contracts with reliable
service companies (at EVC's expense) in order to ensure reasonably prompt and
proper maintenance and repair of said equipment and lines, including replacement
if necessary. However, EVC shall not be responsible for service or repair delays
or interruption of service caused by strikes, labor actions, power outages
(other than those limited to school locations alone), acts of God or other
matters beyond EVC's control.
f.) EVC reserves the right to remove its equipment and lines from any
school that does not have sixty (60) student course registrations in any
semester, and/or to direct students to another school location.
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4. a.) EVC shall provide materials from the various colleges and
universities and other educational providers at no cost to ROCHESTER, including
but not limited to brochures, surveys, registration materials and videotapes. In
return, ROCHESTER will distribute the materials provided by EVC to its
employees, and also to its students not less than twice per semester for
students to take home to their parents.
b.) EVC shall be responsible for providing all marketing and other
promotional materials, subject to the review and approval of ROCHESTER'S
Superintendent.
c.) ROCHESTER shall permit EVC to conduct open houses and registration
meetings at such ROCHESTER locations as may be mutually agreed upon from time to
time, it being understood that these open houses and registration meetings are
to be scheduled at times and places convenient to ROCHESTER Stakeholders so as
to maximize potential registrations.
d.) ROCHESTER will enthusiastically cooperate with EVC in promoting
this EVC program to ROCHESTER Stakeholders.
5. The ROCHESTER stakeholders shall be charged the standard tuition
charges of the participating colleges, universities and other educational
providers, together with all appropriate standard fees. Tuition will be the
responsibility of the individuals taking classes. Students eligible for TAP and
PEL may receive federal and state funding along with other tuition assistance
that may be available from the colleges and universities thereby enabling many
economically disadvantaged residents of ROCHESTER the ability to attend college
on a full-time basis at no tuition cost. In no case shall ROCHESTER be
responsible for any tuition costs incurred by this program.
6. ROCHESTER acknowledges that by entering into this Agreement it will
be gaining access to certain technology, procedures and markets that are the
property and trade secrets of EVC. ROCHESTER agrees that, for the duration or
the Agreement and any extensions hereof, ROCHESTER will not disclose, directly
or indirectly, to any person, corporation or entity, any of the procedures
technology, software, hardware, etc., employed by EVC in providing Interactive
Computer or Televideo Communication services in connection herewith, and will
not knowingly grant access for any competitor or potential competitor to view,
examine, copy and/or photograph, any of the procedures (including training
manuals, if any), technology, equipment, software, etc., as referred to above,
without the prior written permission of EVC.
7. The tenure of this Grant shall be FIVE (5) YEARS from the date
first written above and shall automatically be extended for one (1) additional
year on the anniversary of the original execution.
In the event that either party should desire not to automatically
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extend this grant, then the party so desiring must notify the other in writing
not less than ninety (90) days prior to the anniversary date of this Grant, in
which case this Grant shall only have FOUR (4) YEARS remaining in its term.
8. It is expressly agreed and understood that neither party shall be
liable for incidental, special or consequential damages for any breach or
violation of this Agreement.
9. The foregoing constitutes the entire agreement between the parties,
and any other agreements or representations, whether verbal or written, if not
contained herein, are voice, of no effect, and are not binding upon the parties.
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10. 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.
11. 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.
12. If any portion of this agreement shall be found to be void,
voidable, or unenforceable, it shall not affect the validity of the remainder of
the agreement.
13. This agreement shall be binding on the respective parties' heirs,
successors, and assigns.
14. 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/ XXXX X. XXXXXXX
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Xx. Xxxx X. XxXxxxx
President
ROCHESTER CITY SCHOOL DISTRICT
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx
Counsel
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