AGREEMENT
AGREEMENT made this 20th day of May, 1997, between Educational Video
Conferencing (hereinafter "EVC"), with offices located at 000 Xxxx Xxxxxx Xxxx,
Xxxxxxx, Xxx Xxxx 00000, and Citibank, N.A., with offices located at 000 0xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Whereas, Citibank desires to provide its employees with access to
college courses and programs via Interactive Televideo Distance Learning at
certain Citibank locations more particularly specified below, and
Whereas, EVC has the ability to provide such access to college courses
and programs, subject to the terms and conditions herein provided,
NOW, THEREFORE, it is hereby agreed as follows:
1. EVC agrees that it will provide access to various college courses
and programs via Interactive Televideo Distance Learning over desktop computers,
to Citibank employees, commencing with the Fall 1997 semester.
2. Citibank agrees that it will allow EVC to video enable existing
computers at Citibank locations to be mutually agreed upon in writing, at no
cost to Citibank.
3. EVC will provide computers for Citibank locations to be agreed
upon in the event that such locations do not have computers capable of being
video enabled and if the student course registrations at said locations meet EVC
projections for each said location.
4. In the event that Citibank should install a base of room systems
in its facilities, Citibank agrees to allow EVC to transmit courses over such
room systems on a schedule to be agreed upon in the future. Citibank agrees to
use its reasonable best efforts to allow EVC to video conference courses Monday
through Thursday from 5 PM to 11 PM, Friday 5 PM to 8 PM, and Saturdays from 9
AM to 3 PM.
5. Citibank agrees to allow EVC to offer courses over desktop
computers at a minimum of (10) central locations to be mutually agreed upon and
subject to the minimum student course registration limitations below; the
parties further agree that they will designate these ten locations in writing no
later than sixty (60) days after the execution of this agreement. Citibank
agrees to use its reasonable best efforts to allow EVC to video conference
courses Monday through Thursday from 5 PM to 11 PM, Friday 5 PM to 8 PM, and
Saturdays from 9 AM to 3 PM.
6. Citibank agrees that it will give its employees access to its
standard tuition reimbursement or advancement plan in connection with EVC
courses. EVC recognizes that Citibank tuition reimbursement/advancement plans
are determined on a year to year basis. Nothing in this agreement shall bind
Citibank tuition policies and procedures.
7.1. EVC shall be permitted to offer such undergraduate and graduate
courses as are approved by Citibank for tuition reimbursement/advancement such
courses to be offered by accredited colleges, universities and other
institutions of higher learning.
7.2. Courses which constitute a part of the core curriculum of any
college or university participating in the Citibank/EVC program shall be deemed
approved for tuition reimbursement/advancement, regardless of the individual
course's applicability to approved degrees or major plans of study; courses
which are part of an approved major shall also be deemed approved and shall not
require individual approval.
8.1. EVC agrees that Citibank employees will be charged the standard
tuition charges of the respective college or university, together with all
appropriate college fees and, when applicable, a video conferencing fee; all of
the above tuition and fees shall be payable directly to the respective college
or university.
8.2. Citibank employees will be required to arrange for the purchase
of course book and materials with the individual colleges and universities, and
neither Citibank nor EVC shall have any responsibility in this regard.
9. Citibank acknowledges that its employees will be required to
execute a guarantee of payment from which will bind the individual employee to
pay for tuition, fees, etc., in the event that for any reason they are not
eligible for, or do not receive tuition reimbursement/advancement as
contemplated herein.
10. Citibank agrees that its human resources/personnel department
shall provide EVC with information on employees' applications for tuition
reimbursement/advancement in connection with EVC courses, including, but not
limited to the status of said applications.
11.1. Citibank agrees that it shall pay for the installation and
monthly service charges and call charges associated with telephone lines
necessary for the transmission of EVC courses; the parties acknowledge that for
the purposes of this agreement, the term "telephone lines" shall include regular
telephone lines (POTS), as well as ISDN lines and T1 lines, as the case may be.
11.2. Citibank shall have the exclusive right to determine the video
conferencing transmission mode of delivery of EVC courses (regular telephone
lines, ISDN lines, T1 lines). Citibank agrees that it will initially utilize
regular telephone lines for courses offered over desktop computers. Any EVC
courses offered over existing Citibank video conferencing rooms systems shall
utilize the transmission lines currently installed at no additional cost to
Citibank.
12. In the event that Citibank has, or during the term of this
agreement should install, an internal telephone network capable of transporting
the video conferencing signal, EVC will pay for any costs associated with
connecting the colleges and universities to the internal system bridge, but
Citibank shall still be responsible for all monthly service and call charges.
13. Citibank agrees that it will provide its employees with
unfettered access to suitable and appropriate facilities from which to
participate in EVC courses at no cost to EVC; Citbank shall be responsible for
all HVAC, electricity, maintenance, security (if applicable), and other costs
associated with providing such space to its employees.
14.1. The parties agree that they will fully cooperate with one another
in promoting the EVC program to Citibank employees and that Citibank senior
management will fully promote this program to the best of their ability,
including, but not limited to, participation in marketing programs, promotional
photographs and video tapes for use with Citibank employees only.
14.2. EVC agrees that it shall provide materials from the various
colleges and universities at no cost to Citibank, including but not limited to
brochures, surveys, registration materials and video tapes.
14.3. Citibank agrees to distribute the materials provided by EVC not
less than three (3) times per semester.
14.4. Citibank consents to the use by EVC of standard registration,
guarantee of payment, site location choice and other necessary forms, and shall
not unreasonably withhold approval of other such forms as may be necessary to
carry out the intent of this agreement.
14.5. EVC shall be permitted to conduct open houses and registration
meetings at such Citibank locations as can be mutually agreed upon from time to
time, it being understood that said open houses and registration nights are to
be scheduled at times and places convenient to Citibank employees so as to
maximize potential registrations.
14.6. EVC shall be permitted to utilize Citibank logos, trademarks and
copyrighted materials for promotional pieces targeted at Citibank employees.
15. Citibank 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 and universities; the colleges and
universities shall bear the entire burden of their own administrative functions,
including but not limited to, admissions, registration, academic advising, etc.
16. EVC shall hire a facilitator (preferably a Citibank employee) who
shall be trained in operation of the desktop computer video system, who shall be
available to train Citibank employees on the operation of the system for one (1)
week prior to the start of each semester as well as during the first week of
each semester; in the event that, in its sole discretion, EVC determines that
certain locations or students require further indoctrination, EVC shall provide
such further training by a facilitator as each individual case warrants.
17. Citibank shall grant EVC, its employees and/or agents, such
access to Citibank facilities as shall be reasonably necessary to the
installation and maintenance of any equipment provided by EVC in connection with
this agreement, as well as for the proper administration of the program
contemplated hereunder.
18.1. All equipment installed by EVC in conjunction with this program
shall remain the sole property of EVC and, upon the expiration or termination
shall be immediately returned to EVC.
18.2. EVC shall maintain all of its equipment in proper working order
and shall enter into service contracts with reliable service companies in order
to ensure proper maintenance and repair of said equipment.
19. Citibank shall be permitted to utilize EVC equipment when same is
not in use by EVC and agrees to hold EVC harmless and indemnify EVC for any loss
or damages resulting from the use of said equipment by Citibank; in addition,
Citibank agrees to immediately reimburse EVC for any costs associated with the
repair or replacement of any equipment lost damages or stolen while in
Citibank's possession.
20.1. The term of this agreement shall be four (4) years from the date
first written above and this agreement shall automatically be extended for one
(1) additional year on the anniversary of the original execution (EVC recognizes
that Citibank tuition reimbursement/advancement plans are determined on a year
to year basis. Nothing in this agreement shall bind Citibank tuition policies
and procedures).
20.2. In the event that either party should desire not to automatically
extend this contract, then the party so desiring must notify the other in
writing, by certified mail. Return receipt requested, not less than ninety (90)
days prior to the anniversary date of this agreement, in which case this
agreement shall only have three (3) years remaining in its term.
21. All notices required to be given hereunder shall be done in
writing and mailed certified, return receipt requested, to the other party at
their last known address, and shall be deemed given when mailed.
22. This agreement shall be construed and interpreted under the laws
of the State of New York.
23. If any portion of this agreement is held to be void or
unenforceable, it shall not effect the validity and enforceability of the
remaining portions.
24. Any disputes arising hereunder shall be determined by way of
arbitration before the American Arbitration Association at their offices located
in White Plains, New York.
25. The foregoing constitutes the entire agreement between the
parties with respect to the matters contained herein and no other such
agreements shall be valid unless in writing and subscribed to with the same
formality as this document.
WHEREFORE, the parties have hereunto affixed their hands and seals the
date first indicated above.
CITIBANK, N.A.
By: /s/ Xxx X. Con
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Xxx X. Con
EDUCATIONAL CONFERENCING, INC.
By: /s/ Dr. Xxxx XxXxxxx
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Dr. Xxxx XxXxxxx, President
