HomeMy WebLinkAbout970800.tiffRESOLUTION
RE: APPROVE TWO AGREEMENTS FOR DEVELOPMENT AND IMPLEMENTATION OF
COMMUNITY SERVICE SUMMER PROGRAM FOR MIDDLE SCHOOL -AGE
CHILDREN AND AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with two Agreements for Development and
Implementation of a Community Service Summer Program for Middle School -Age Children
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Human Services, Employment
Services Division, and Work / Family Directions, Inc., commencing April 15, 1997, and ending
September 30, 1998, with further terms and conditions being as stated in said agreements, and
WHEREAS, after review, the Board deems it advisable to approve said agreements,
copies of which are attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the two Agreements for Development and Implementation of a
Community Service Summer Program for Middle School -Age Children between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
on behalf of the Department of Human Services, Employment Services Division, and Work /
Family Directions, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreements.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by the
following vote on the 28th day of April, A.D., 1997.
BOARD OF COUNTY COMMISSIONERS
Lu
ty Clerk to the Board
eputy Clerk,(. the Board
ac /ts
WELD JLOUNTY, COL9RAD�
Baxter, Chair
EXCUSED
Barbara J. Kirkmeyer
970800
HR0068
Igniting, measuring,
and sustaining commitment
in the work force
AGREEMENT FOR THE DEVELOPMENT AND IMPLEMENTATION OF A
COMMUNITY SERVICE SUMMER PROGRAM FOR MIDDLE SCHOOL -AGE
CHILDREN
April 22, 1997
Ms. Linda Perez
Employment Services of Weld County
1551 North 17th Avenue
Greeley, CO 80631
Dear Ms. Perez:
Work/Family Directions, Inc. ("WFD") of 930 Commonwealth Avenue, Boston MA
02215-1212 agrees to provide funding for community service summer program for middle
school -age children subject to Employment Services of Weld County at 1551 North 17th
Avenue, Greeley, CO 80631 agreeing to the terms set forth herein. Funding is provided by
IBM Corporation(referred to herein as "Company"), and is administered by WFD on the
Company's behalf.
We are sendingthis letter in duplicate. Contractor's signature on the last page will make
this letter, including the Fact Sheet, the Budget, and the Terms and Conditions which
constitute, respectively, Appendices A, A-1, and B hereto, a binding agreement between
Contractor and WFD ("Agreement"). In the event of any inconsistency between the terms
of the Appendices and this Letter Agreement, the terms of this Letter Agreement shall
govern. Please have both copies of this letter signed by an individual authorized to
execute this Agreement on behalf of Contractor, and return both executed copies to
WFD, attn.: Kris O'Reilly, Legal Department.. We will sign and return one copy for
your records.
1. Services to be Performed. Contractor agrees to develop and implement a community
service summer program for middle school -age children (the "Project"). The Project's
components and Contractor's rights, duties, and obligations are more specifically described
Work/Family Directions, Inc.
930 Commonwealth Avenue
Boston, Massachusetts 02215-1212
617278.4000
617.566.2806 fax
infoewfd.com 970820
in Appendix A, which is hereby incorporated into and made a binding part of this
Agreement. As additional amplification and clarification of Appendix A Contractor further
agrees to:
o develop and implement eight to ten weeks of the summer
program for 11-15 year -old middle school -age children ("Program
Participants") depending upon school district start dates;
o transport Program Participants home or to parent worksite each afternoon;
o award stipends to the Program Participants upon successful completion of
a two-week session of the summer program;
o participate in a multi -day centralized Project training in January, 1998;
o host a WFD-appointed trainer for a one -day on -site training in the spring
of 1997;
o host a WFD-appointed trainer for a one -day technical assistance visit
during the summer of 1997; and
o identify a specialist in diversity and anti -bias to conduct training of staff in
the spring of 1997.
2. Payment and Budget.
a. WFD Payments to Contractor. In consideration of Contractor's satisfactory
performance under this Agreement, WFD will collect from the Company and
disburse to Contractor a total of $47,500.00 payable subject to and in accordance
with the payment schedule set forth below. This shall be allocated as described in
the Budget attached as Appendix A-1 hereto and which is hereby incorporated into
and made a binding part of this Agreement. Subject to WFD's right to withhold
payment in certain events of breach pursuant to Appendix B; Contractor's timely
transmission of complete reports to WFD as set forth in Paragraph 3 below; and
970800
Contractor's timely submission of insurance certificates as set forth in Appendix B,
WFD will pay Contractor the following amounts:
Upon execution of this Agreement
and WFD's receipt and acceptance
of Contractor's 1997 Summer Plan:
Upon WFD's receipt and acceptance
of Contractor's Annual Report:
Upon WFD's receipt and acceptance
of Contractor's 1998 Summer Plan:
Upon WFD's receipt and acceptance
of Contractor's Annual Report:
TOTAL:
$27,500.00
$ 1,000.00
$18,000.00
$ 1,000.00
$47.500.00
b. Contractor's Disbursement of Stipends. Of the aforementioned funding, Contractor will
disburse a minimum of $2,400.00 in stipends. Contractor will disburse a stipend to each
child of a Company employee who successfully completes of a summer session of the
summer program.
3. Reports. Contractor agrees to provide WFD with the following reports all of which
shall be in a form provided by WFD:
a. Annual Report. The Annual Reports shall be due on September 30, 1997 and
September 30, 1998.
b. Plan for Summer 1998.
1998.
c. Budget Reconciliation.
Annual Report.
The Plan for Summer 1998 shall be due on January 30,
The Budget Reconciliation shall be due with each
(i) The Contractor shall maintain accurate budget information throughout the
duration of the Agreement and shall include in the Budget Reconciliation the
proposed budget, the actual budget, and an analysis of the variation, if any, between
the two.
970800
(ii) The Contractor shall promptly notify the WFD Project Manager of any
changes in the budget during the Program. Any deviation of 10% or more must be
approved by WFD in as reasonable discretion.
d. The provisions of this Section shall survive the termination of this Agreement
In the event of assignment pursuant to Section 6 of Appendix B, notwithstanding
such assignment, Contractor shall continue to report to WFD as well as WFD's
assignee(s) or successor(s).
4. Marketing. Contractor will send program promotions to the Company in April 1997
and February 1998, and begin accepting registrations from Company employees
immediately thereafter. Contractor will request Company employees to identify their
employer on the registration materials. Contractor will track this information in a database
for reporting purposes described in Paragraph 3 above.
Contractor will begin community marketing efforts in April 1997 and March 1998.
Contractor will send the WFD Program Manager copies of all promotional materials.
5. Priority Enrollment The requirements of Appendix A stated in "Priority Enrollment"
shall apply. Contractor agrees to reserve the spaces for Company up until one month
before program start date.
6. General Terms and Conditions. Contractor has read and agrees to be bound by
WFD's General Terms and Conditions, a copy of which is attached hereto as Appendix B.
Appendix B is hereby incorporated into and made a binding part of this Agreement.
970600
IAA\�1•\ >.
6. General Terms and Conditions. Contractor has read and agrees to be bound by
WFD's General Terms and Conditions, a copy of which is attached hereto as Appendix B.
Appendix B is hereby incorporated into and made a binding part of this Agreement.
7. Goals and Objectives. Contractor shall use its best efforts to operate the Project
described herein in such a way as to achieve the goals set forth in that section of Appendix
A entitled "Projected Results".
8. Survival and Enforcement of Certain Provisions. The provisions of Paragraphs 3
and 4 of Appendix B shall survive any termination of this Agreement or completion of
Contractor's services hereunder. Contractor agrees to indemnify WFD against all loss, cost,
damage, and expense, including reasonable attorneys' fees, that WFD may incur as a result
of any breach of these provisions or in enforcing these provisions.
9. Term. This Agreement shall commence as of March 1, 1997 and, unless terminated
sooner as provided in Appendix B, shall continue in effect until the later of September 30,
1998 or the date upon which Contractor delivers the last of the reports described in
Paragraph 3 of this Agreement.
We look forward to our relationship with you.
Yours sincerely,
WORK/FAMILY DIRECTIONS, INC.
By: (cc C-! <<“ce /l )
Betty Southwick
Vice -President, Community Development
Date:.;//o/97
ACCEPTED AND AGREED:
EMPLOYMENT SERVICES OF WELD COUNTY
By: �.�r� / „ Date: nai2R/Q7
Title: Chair, Board of County Commissioners
G:LLEGAL\W FDThCOLLAD\W ELDCTY.DOC
FACT SHEET
Community, State:
Region:
Program:
Sub -program:
Denver/Boulder. CO
n/a
School -Age
Summer of Service
Year/Quarter:
Provider ID:
VIP ID:
Project ID:
1996/Q4, 1997/Q1
1665
1134
2914
TYPE OF PROJECT: School -Age: Summer of Service
PROPOSED CONTRACTOR:
ADDRESS:
Employment Services of Weld County
1551 North 17th Avenue
Greeley, CO 80631
LOCATION: Boulder
NAMES OF COLLABORATORS: IBM Corporation
PROVIDER CONTACT PERSON: Linda Perez
PHONE: 970-353-3800 x3363 FAX: 970-356-3975
ENROLLMENT CONTACT PERSON: Ted Long
PHONE: 970-353-3800 x3400 FAX: same
W/FD CONTACT PERSON: Celeste Reid Lee
PHONE: 1-800-426-3144 x3545 FAX: 617-232-5302
COMPANY NEEDS TO BE ADDRESSED: Employees with children in middle school
struggle to find supervised programming for their children during out -of -school time. These
parents have realistic worries about their children's safety and appropriate use of this
discretionary time. At work, parents of adolescents often try to supervise them via the telephone,
which is time consuming and stress -inducing. Participating in exciting opportunities that engage
the youth during out -of -school time can result in parents worrying less at work about their
teenagers, feeling less stress about their teenagers; and having fewer late arrivals, early
departures and absences related to their teenagers. For two consecutive years. this Summer of
Service program has succeeded in addressing a broad range of parent concerns that survey results
have demonstrated lead to less worry and distraction for the employee during work hours.
PROGRAM DESCRIPTION AND KEY ELEMENTS: This grant will fund the expansion of
a successful community service program for youth ages 11-15 in Boulder. The SOS program
provides community service opportunities specifically designed for young people during their
summer vacations. The activities are carried out primarily in the Boulder area. Youth are
divided into three teams, each having its own schedule. A typical week for a participant will
consist of two to three days of service work and one full day of recreational (planned fun)
970890
activity. Although a youth that needs to or wants to participate in service work all week (four
days) may do so.
Each teenager's experience is centered around a series of projects in one or more of the following
areas: Animal Care, Child Care. Elder Care, and Water Conservation. Friday programs always
consist of non -work oriented field trips. Parents pay a reasonable weekly fee which ranges
depending upon the number of days their teen is enrolled. After successfully completing a two-
week session, youth receive a stipend ($15-$20). The grant will support all expansion expenses,
including basic planning funds, to ensure the program is sustained in 1998.
The new SOS initiative will create spaces for 20 youth in Boulder County for families of IBM
Corporation who find it difficult to locate exciting and challenging summer opportunities for
their young teenagers.
This new program will provide a stimulating, youth -centered experience while significantly
reducing the stress working parents feel during the summer when their teenagers are
unsupervised. The program will cover a six- to eight -week period during the summer. Youth
should be dropped off at the agency's designated locations in Boulder between 7:30 and 8:30
a.m. Youth will be returned home or to the parents' worksite by bus each day by a licensed and
insured driver. Return is between 4:00 and 5:30 p.m.
In the Summer of 1995 a Summer of Service for Youth Program was piloted in Denver, CO with
funding from AT&T. The employee response to this program was highly positive. Parents
described their children as looking forward to regularly attending the program as well as hoping
to enroll for the next year. As the program related to parents' work, the overwhelming response
was that parents worried less at work about their teenagers, felt less stress about their teenager;
and had fewer late arrivals, early departures and absences related to their teenager as a result of
this summer program.
KEY ELEMENTS:
New development of Summer of Service program to serve 20 youth in Boulder County;
Funding will be directed towards a youth -serving job training agency, a vendor that will
attract teenagers by virtue of representing a very different approach than a traditional child
care agency.
• Priority in a supervised job -oriented program will be available to sponsoring companies'
families for up to 9 weeks during the summer.
PRIORITY ENROLLMENT: Twenty new spaces in Boulder. All 20 spaces are reserved as
priority for IBM families for the next two summers. Employees' will receive advance
notification of enrollment and have one month to enroll prior to the general public.
PROJECTED RESULTS:
• Expansion of successful, innovative program for hard -to -serve teenage population;
970E:2,0
20 new spaces created for 11-15 year olds. with majority set aside for families of sponsoring
companies:
Employees served by this program will spend less time at work worrying about their
teenager, experience less stress about their teenager, experience fewer times that productivity
or work quality is negatively affected. (Based upon parent surveys following 1995 and 1996
Summer of Service programs),
SERVICE START DATE / PRIORITY END DATE: June 1997/August 1998
EMPLOYEE COMMUNICATION STRATEGY: Each funding company will receive a
packet of communication materials from Work/Family Directions which will include posters, a
newsletter announcement, and an electronic mail bulletin. Announcements to employees will
begin shortly, with repeat announcements anticipated during the subsequent weeks. Provider
agency will also develop marketing and communications strategies that will help to ensure high
utilization among IBM families for each summer.
GADATA\WFDDISATEAIMBOULOS97. FCT
970800
APPENDIX 13
TERMS AND CONDITIONS
FOR WFD DEPENDENT CARE PROJECT
Unless otherwise specified herein, the term, "Companies," shall mean collectively
those WFD client companies which have been identified to Contractor in the attached
Agreement and/or any such additional client companies which may be identified by WFD
to Contractor by written notice from time to time during the term of such Agreement.
1. Relations with WFD and Companies.
Contractor shall designate a person to WFD to act as a contact person for WFD and
Companies; shall, apart from contacts with Companies families incidental to this
Agreement, communicate directly only with WFD unless otherwise requested by
WFD or Companies management; and shall meet as requested by WFD or
Companies management with local staff of Companies to plan and provide such
activities as Companies management and WFD may reasonably request in order to
promote awareness and stimulate use of dependent care resources developed or
expanded under this Agreement.
2. Reports.
(A) In addition to providing any specific reports which may be required under this
Agreement, Contractor shall submit reports in writing to WFD containing
such information as may reasonably be requested by WFD from time to time
in writing, such reports to be submitted on or before fourteen (14) days after
WFD so notifies Contractor. In particular, Contractor shall track, maintain
updated records of and report to WFD the names and addresses of Company
employees benefited by Contractor's services hereunder. Contractor shall also
provide information on a continuing basis in response to such reasonable
inquiries as WFD may make from time to time by telephone. Such inquiries
shall include but not be limited to information regarding program usage and
employee comments on Contractor's program hereunder.
Contractor shall submit a written final report to WFD on or before thirty (30)
days after the completion. of Contractor's services under this Agreement,
which shall contain a full summary of all activities performed by Contractor
under this Agreement; a financial summary of expenditures under this
Agreement; a summary of major problems and/or obstacles encountered
during the implementation of this Agreement, how they were resolved and
with what success; and such other related information as WFD may then
reasonably request.
Contactor shall continue to provide information after the termination of this
Agreement in response to occasional reasonable inquiries from WFD
(B)
(C)
1
970600
concerning the work performed under this Agreement and the ongoing results
of such work. In such event, if Contractor will incur material expense in
formulating a response to any such inquiries Contractor and WFD will
negotiate in good faith to provide for reimbursement to Contractor for its
reasonable expenses.
3. Complaints.
Contractor will receive and respond to any complaints from any source concerning
its activities under this Agreement or the activities of any provider with whom
Contractor becomes involved under this Agreement expeditiously and professionally
and will report such complaints promptly to WFD and consult with WFD during
efforts to resolve such complaints.
4. Audits.
Contractor shall maintain accurate and complete records to document its
performance and activities under this Agreement and its expenditures and other
dispositions of funds received pursuant to this Agreement. Such records shall be
kept in such a way that they may be readily audited, shall be consistent with
generally accepted accounting principles and shall conform to all applicable law.
While this Agreement remains in force and for three (3) years after its expiration or
termination, WFD and/or any independent accounting firm selected by WFD shall
have the right at any time and from time to time, during normal business hours, at
WFD's expense, and upon reasonable notice to Contractor, to examine and audit any
and all of Contractor's records and accounts pertaining to this Agreement. Records
will be kept for three years after termination of this Agreement or until the final
disposal of any claims or litigation arising out of the performance of this Agreement,
whichever is longer.
5. Legal Obligations.
(A) Contractor agrees that, in performing its obligations under this Agreement, it
will comply with all applicable local, state, and federal laws, rules and
regulations. Further, Contractor agrees not to enter into any subcontracts,
employment contracts, or agency relationships for the purpose of
implementing this Agreement which do not specifically require the
subcontractor, employee, or agent thereunder to abide by all applicable legal
requirements. These requirements include, but are not limited to: licensing
and registration laws governing Contractor's activities pursuant to this
Agreement; wage and hour laws; privacy legislation; legislation regarding the
handicapped; equal employment opportunity statutes, executive orders and
regulations; the Foreign Corrupt Practices Act; the Immigration Reform and
Control Act of 1986, as amended; and the Regulations of the United States
Department of Commerce relating to the Export of Technical Data; insofar as
they relate to the services to be performed under this Agreement.
2
970890 '
(B)
Regarding nondiscrimination in employment. Contractor agrees not to
discriminate against any employee because of race, color, religion. sex, age or
national origin: and to comply with, where applicable, the equal opportunity
clause of Section 202 of Executive Order No. 11246; the Affirmative Action
Clause for Disabled Veterans and Veterans of the Vietnam Era in 41 CFR
Sec. 60-250.4: and the Affirmative Action Clause for handicapped workers
found in 41 CFR Sec. 60-741.4. Contractor additionally agrees, if required,
to file annually a Form 100 -EEO -1 and to develop, if required, an Affirmative
Action Program. and hereby certifies that it will not maintain any facilities it
provides for its employees in a segregated manner' nor permit its employees to
perform their services at any locations under its control where segregated
facilities are maintained. In addition, Contractor will not enter into any
subcontracts, employment contracts, or agency relationships for the purpose
of implementing this Agreement which do not specifically require the
subcontractor, employee or agent thereunder to abide by these requirements.
. (C) Contractor agrees that for the purpose of compliance with the requirements of
the Occupational Safety and Health Act of 1970, services performed pursuant
to this Agreement shall be deemed entirely within the Contractor's
responsibility. Contractor shall notify WFD promptly, in writing, if a charge
of non-compliance with the Act has been filed against the Contractor in
connection with services being performed hereunder on premises leased or
owned by any of the Companies.
6. Indemnification and Liability Insurance.
To the extent permitted by applicable law, Contractor agrees to indemnify and save
harmless WFD and Companies from and against any loss, cost, damage or expense,
including reasonable attorneys' fees, to the extent that such loss, cost, damage or
expense arises out of claims or actions based upon allegations of error, omission or
malfeasance by Contractor in performing its obligations under this Agreement.
Contractor agrees that it will notify WFD immediately both orally and in writing of
any events, complaints or occurrences of any kind which could give rise to a claim
or action against Contractor, WFD or any of the Companies and further agrees to
conduct such surveys of complaints and possible claims as WFD may request.
Contractor shall obtain and maintain an insurance policy or policies covering
Contractor's activities in performance of this Agreement to insure against any loss
which WFD, any of the Companies or Contractor might suffer as a consequence of
errors, omissions or malfeasance by Contractor, its agents or employees. Such
policy or policies shall be on an occurrence basis and shall include comprehensive
general liability insurance, including contractual liability, professional liability, sexual
abuse and personal injury insurance in the minimum amount of one million dollars
(S1,000,000.00) per occurrence and shall name WFD and each of the Companies as
additional insureds.
In addition, Contractor shall obtain and maintain: (i) Worker's Compensation and/or
Employer's Liability Insurance in the amount of at least one hundred thousand
dollars ($100,000) covering any of its employees as required by statute in any
jurisdiction in which it performs services; and (ii) comprehensive automobile liability
3
970890
insurance covering Contractor for claims arising out of the use of any owned (if
applicable), hired and non -owned vehicles with not less that one million dollars
($1,000,000) combined single limit for bodily injury and property damage, such
automobile insurance coverage to name WFD and each of the Companies as
additional insureds.
Contractor shall provide to WFD certificates of such insurance which shall indicate,
where required herein, that WFD and each of the Companies are included as
additional insureds in each liability policy and that 30 days' advance written notice
will be furnished to WFD in the event of cancellation, non -renewal or any material
change in insurance.
7. Representations and Warranties of the Contractor.
Contractor hereby represents and warrants as follows [Part (A) does not apply to
Contractors which are govemmentalagencies or parts thereof]:
(A) It is duly incorporated and validly existing as a corporation in good standing,
under the laws of the state in which it does business.
(B) It has the power and authority (corporate or other) to own its assets and carry
on its business as now being conducted, and to enter into, and perform in
accordance with, the terms of this Agreement.
(C) It has, and its officers and agents acting on its behalf have, full legal authority
to engage in the transactions contemplated by this Agreement; and the
execution and delivery of the Agreement, the consummation of the
transactions herein contemplated, and compliance with the terms, conditions
and provisions of this Agreement do not and will not conflict with or result in
a breach of any of the terms, conditions or provisions of its corporate charter
or articles of incorporation or its bylaws or any applicable enabling statute or
any agreement or instrument to which it is a party or by which it is bound, or
constitute a default thereunder, and it is not a party to or bound by any
agreement or instrument or subject to any charter or other corporate
restriction or judgment, order, writ, injunction, decree, law, rule or regulation
which may materially and adversely affect its ability to perform its obligations
under this Agreement; and this Agreement constitutes a valid and binding
obligation enforceable against it in accordance with its terms.
There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, nor any governmental administrative proceeding or investigation which
involves the possibility of any judgment, finding or ruling or unusual liability
which may materially adversely affect Contractor's performance of or ability to
perform this Agreement.
(0)
4-
970890
8. Disclosure of Information.
Contractor shall keep in confidence and shall not use or disclose, other than for the
implementation of this Agreement or in the course of privileged consultation with an
attorney or accountant in a professional relationship with Contractor, without
WFD's prior written permission. any data and information relating to the business
and affairs of any of the Companies or WFD.
Such confidential information in the case of any of the Companies shall include,
without limitation:
- any information which the Company or WFD specifically notifies
Contractor is to be treated as confidential;
- the Company's cost, budget, and financial data;
- information regarding the Company's insurance coverage;
- information regarding the present or projected demographics
(including, but not limited to, geographical and age distribution data) of
the Company's employee/retiree/ dependents population;
- family status, age, address, dependent care arrangements, and other
personal information about individually identifiable employees of the
Company and their family members;
- information regarding planned or potential changes in the missions,
products, services, locations, physical sizes, manpower resources, labor
resource allocations, organizational structure, and hours of operation of
the Company's plants, labs, regional and area and branch offices,
headquarters facilities, and other Company facilities and organizational
entities;
- planned or potential changes in the Company's employee benefits plans
and programs, employee services, working conditions, working days
and hours, work force reduction, retraining, and transfer plans, and
internal guidelines for administration of personnel policies, practices,
plans, and programs.
Such confidential information in the case of WFD shall include, without limitation:
- any information which WFD specifically notifies Contractor is to be
treated as confidential;
- the provisions of this Agreement;
- information concerning WFD's internal operations including, without
limitation, insurance coverage, fiscal policies and practices, products
and services under development, marketing strategies, and contracts
with third parties;
5
970€90
- information about software developed for and/or used in the
implementation of this Agreement.
This paragraph shall not apply to any information which is previously known to
Contractor without obligation of confidence, or which, without breach of this
Agreement, is publicly disclosed either prior or subsequent to Contractor's receipt of
such information, or which is rightfully received by Contractor from a third party
without obligation of confidence.
9. Communications Materials.
(A) Contractor shall submit all written or other communications materials intended
to publicize Contractor's activities under this Agreement to WFD for its
review and approval prior to Contractor's use of such materials. Contractor
shall consult with WFD concerning which of such materials must indicate
credit to the Companies for their funding hereunder. In any case in which
such credit is given the following statement shall be used:
"Funding for this project was provided through the American Business
Collaboration for Quality Dependent Care and administered by
Work/Family Directions, Inc."
All media inquiries. such as inquiries from the press pertaining to any
Company's or WFD's potential or actual involvement with Contractor, shall be
reviewed by WFD prior to the release of any information.
Any materials developed by Contractor in the course of implementation of this
Agreement may be reproduced, altered and otherwise used, royalty free, by
WFD and/or by any WFD contractor in the course of implementation of the
Prime Agreement. Such rights shall be world-wide and irrevocable.
Nothing contained in this Agreement shall be construed as conferring on
Contractor any right or license to use in writing or for public broadcast any
name, trade name, trademark, service mark, logo or other designation of WFD
or of any of the Companies, or any contraction, abbreviation or simulation of
any of the foregoing.
(B)
(C)
03)
10. Independent Contractor Status.
Contractor shall at all times be deemed to be performing as an independent
contractor and not as an agent or employee of WFD or any of the Companies either
individually or collectively. The acts and omissions of each party's respective
employees, agents, and contractors shall be deemed to be those of such party only
and not of the other party. Each party shall be solely responsible for the payment of
compensation of its own employees, agents, and contractors performing in
connection with this Agreement. Neither party shall be responsible for payment of
workers' compensation, disability benefits, unemployment insurance, or for
withholding income taxes and social security for any employee, agent, or contractor
of the other party.
6
97080
11. Term and Termination.
(A) This Agreement may be terminated prior to the expiration of its agreed term in
accordance with the following conditions:
(i)
If the Contractor shall under such laws as shall be applicable to it
commence any case or proceeding, or file any petition in bankruptcy, or
for reorganization, liquidation or dissolution, or be adjudicated insolvent
or bankrupt, or shall apply to any tribunal for a receiver, intervenor,
conservator or trustee for itself or for any substantial part of its
property; or if there shall be commenced against it any such action and
the same shall remain undismissed; or if by any act it shall indicate its
consent to, approval of, or acquiescence in any such proceeding, or the
appointment of any receiver, intervenor, conservator or trustee for it or
any substantial part of its property or shall suffer any of the same to
continue undischarged; or if it shall become subject to any intervention
whatsoever that shall deprive it of the management of the aggregate of
its property or any substantial part thereof; or if it shall wind up or
liquidate its affairs or there shall be issued a warrant of attachment,
execution or similar process against any substantial part of its property,
and such warrant, execution or process shall remain undismissed,
unbonded or undischarged for a period of 31 days, this Contractor
Agreement shall be deemed immediately terminated upon the
occurrence of such event.
(ii) If the Contractor is found by WFD to have made fraudulent use of
funds, or if an administrative or judicial body has revoked any license
which may be required for the Contractor to carry on its business and
perform its obligations and functions under this Agreement, or if the
Contractor is discovered by WFD to have made any misrepresentation
or omitted to disclose any material facts which bear on its ability to
perform this Agreement, the Agreement shall be deemed immediately
terminated upon the occurrence of such event.
If any Company shall terminate its Agreement to provide funds for
dependent care projects through WFD ("Prime Agreements"), WFD
may, in its discretion, terminate this Contractor Agreement as of the
effective date of termination of such Prime Agreement. Where WFD
itself has received sufficient advance notice to permit it to do so, WFD
shall notify the Contractor in writing at least thirty (30) days prior to the
termination date of the Prime Agreement or as soon as is practicable
under the circumstances of such termination.
If WED fails (other than on account of a breach of this Agreement by
Contractor, subject to subparagraph (v) below) to make any material
payment hereunder when due, and Contractor notifies WFD in writing
of the fact, nature and amount of the overdue payment, and at least
(m7
(iv)
7-
9'70800
(B)
fourteen (14) days pass from the date of such notification, and WFD
shall still not have remitted such payment. Contractor may terminate this
Agreement for cause by giving WED written notice of termination, and
the effective date of such termination shall be fourteen (14) days after
the date that such notice of termination is given unless payment is made
prior to such date.
(v) In the event of a material breach of this Agreement by Contractor,
which breach cannot be cured, or (in the case of a curable breach) which
breach has not been cured within fourteen (14) days after WE'D notifies
Contractor in writing of the fact and nature of the breach, WFD, acting
in its sole discretion, may either:
(a) withhold any payment due and/or require the return to WFD of
any and/or all sums paid under this Agreement until and unless
WFD is satisfied that the breach is cured; or
(b) require the return to WFD of any and/or all sums paid under this
Agreement and/or terminate this Agreement for cause by giving
Contractor written notice of termination, and the effective date of
such termination shall be immediate.
In the event of termination pursuant to subsection (A) above, all
documentation and other materials relating to this Agreement and Contractor's
performance thereof shall be transferred by the Contractor to WFD or to an
entity or person designated by WFD.
12. Contractor Relationship with Successor to WFD.
In the event of expiration or termination of a Prime Agreement, WFD shall have the
right, as against Contractor, to assign to any one or more Companies' designees all
of WFD's rights hereunder and to delegate to any one or more Companies or such
Companies' designees all of WFD's duties hereunder. In the event that this
Agreement is assigned by WED to any person or entity, Contractor shall continue to
provide services in accordance with this Agreement in cooperation with WFD's
successor or assign.
13. Non -assignment of Contractor's Rights and Obligations.
Contractor may not assign its interests or rights or delegate its obligations under this
Agreement to anyone without WFD's prior written consent.
14. Contractor Responsible for Tax Consequences.
Contractor shall have the sole responsibility for ascertaining any federal, state or
local tax consequences affecting its business and operations as a result of its
participation under this Agreement and shall have sole responsibility for the payment
8
970800
of any and all taxes and duties imposed by all governmental entities resulting from
Contractor's duties, obligations, performance and receipts under this Agreement.
15. Miscellaneous Provisions.
(A) This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
(B)
All covenants and agreements herein contained shall extend to and be
obligatory upon all successors, assigns and subcontractors of the respective
parries hereto.
(C) One or more copies of this Agreement may be signed by the parties hereto,
each of which copies shall be deemed an original and all of which shall be
deemed to constitute but one and the same instrument.
(I)) If any provisions of this Agreement shall be held, or deemed to be, or shall, in
fact, be inoperative or unenforceable as applied in any particular situation,
such circumstances shall not have the effect of rendering any other provisions
herein contained invalid, inoperative or unenforceable to any extent
whatsoever. The invalidity of any one or more phrases, sentences, clauses or
paragraphs herein contained shall not affect the remaining portions of this
Agreement or any pan hereof.
(E) This Agreement may not be terminated by either party hereto except in the
manner and with the effect herein specifically provided.
(F) This Agreement shall not be changed, modified or amended nor shall a waiver
of its terms or conditions be deemed effective except by a writing signed by
the parties hereto.
(G) No remedy by the terms of this Agreement conferred upon or reserved by any
party hereto is intended to be exclusive of any other remedy, but each and
every such remedy shall be cumulative and in addition to every other remedy
given under this Agreement or existing at law or in equity or by statute on or
after the date of this Agreement including, without limitation, the right to such
equitable relief by way of injunction, mandatory or prohibitory, to prevent the
breach or threatened breach of any of the provisions of this Agreement or to
enforce the performance hereof.
(H) The section captions contained in this Agreement are for convenience only
and shall not be deemed part of this Agreement.
(I) All notices, requests, demands or other instruments which may be or are
required to be given by either party to the other party, shall be in writing, and
each shall be deemed to have been properly given when served personally on
an officer of the party to which such notice is to be given, or upon expiration
of a period of 72 hours (excluding weekends and holidays) from and after the
9
970°a
postmark thereof when mailed postage prepaid by registered or certified mail,
requesting return receipt, addressed as follows:
rn
If intended for WFD:
or, if intended for Contractor:
Work/Family Directions. Inc.
930 Commonwealth Ave., West
Boston, MA 02215-1212
Any party may change the address to which subsequent notices are to be sent
to it by notice to others given as aforesaid.
In the event of expiration or termination of this Agreement, the rights and
obligations of the parties under Paragraphs 2, 3, 4, 6, 8, 9(C) and 13 of this
Agreement and any additional reporting requirements set forth in this
Agreement shall survive and continue in effect and shall inure to the benefit of
and be binding upon the parties and their legal representatives, successors, and
assigns.
G:YlGAUWPDOCOLLAB\ EZJ CON1TSC
10
9 OE o
Igniting, measuring,
and sustaining commitment
in the work force
AGREEMENT FOR THE DEVELOPMENT AND IMPLEMENTATION OF A
COMMUNITY SERVICE SUMMER PROGRAM FOR MIDDLE SCHOOL -AGE
CHILDREN
April 7, 1997
Ms. Linda Perez
Employment Services of Weld County
1551 North 17th Avenue
Greeley, CO 80631
Dear Ms.Perez:
Work/Family Directions, Inc. ("WFD") of 930 Commonwealth Avenue, Boston MA
02215-1212 agrees to provide funding for community service summer program for middle
school -age children subject to Employment Services of Weld County ("Contractor") of
1551 North 17th Avenue, Greeley, CO 80631 agreeing to the terms set forth herein.
Funding is provided by Hewlett-Packard Company, Eastman Kodak (referred to herein as
"Company" or "Companies"), and is administered by WFD on the Companies' behalf.
We are sending this letter in duplicate. Contractor's signature on the last page will make
this letter, including the Fact Sheet, the Budget, and the Terms and Conditions which
constitute, respectively, Appendices A, A-1, and B hereto, a binding agreement between
Contractor and WFD ("Agreement"). In the event of any inconsistency between the terms
of the Appendices and this Letter Agreement, the terms of this Letter Agreement shall
govern. Please have both copies of this letter signed by an individual authorized to
execute this Agreement on behalf of Contractor, and return both executed conies to
WFD, attn.: Kris O'Reilly, Legal Department.. We will sign and return one copy for
your records.
Work/Family Directions, Inc.
930 Commonwealth Avenue
Boston, Massachusetts 02215-1212
617.278.4000
617.566.2806 fax
info@wfd.com 97 0o
�7/ Cl ,.�.J
1. Services to be Performed. Contractor agrees to develop and implement a community
service summer program for middle school -age children (the "Project"). The Project's
components and Contractor's rights, duties, and obligations are more specifically described
in Appendix A, which is hereby incorporated into and made a binding part of this
Agreement. As additional amplification and clarification of Appendix A Contractor further
agrees to:
o develop and implement eight to ten weeks of the summer
program for forty 12-15 year -old middle school -age children ("Program
Participants") depending upon school district start dates;
o transport Program Participants home or to parent worksite each afternoon;
o award stipends to the Program Participants upon successful completion of
a two-week session of the summer program;
o participate in a multi -day centralized Project training in February, 1997;
o host a WFD-appointed trainer for a one -day on -site training in the spring
of 1997;
o host a WFD-appointed trainer for a one -day technical assistance visit
during the summer of 1997; and
o identify a specialist in diversity and anti -bias to conduct training of staff in
the spring of 1997.
970890
2. Payment and Budget.
a. WFD Payments to Contractor. In consideration of Contractor's satisfactory
performance under this Agreement, WFD will collect from the Companies and
disburse to Contractor a total of $80,680.59 payable subject to and in accordance
with the payment schedule set forth below. This shall be allocated as described in
the Budget attached as Appendix A-1 hereto and which is hereby incorporated into
and made a binding part of this Agreement. Subject to WFD's right to withhold
payment in certain events of breach pursuant to Appendix B; Contractor's timely
transmission of complete reports to WFD as set forth in Paragraph 3 below; and
Contractor's timely submission of insurance certificates as set forth in Appendix B,
WFD will pay Contractor the following amounts:
Upon execution of this Agreement
and WFD's receipt and acceptance
of Contractor's 1997 Summer Plan:
Mid -way through the 1997 summer
sessions of the summer camp:
Upon WFD's receipt and acceptance
of Contractor's Annual Report:
Upon WFD's receipt and acceptance
of Contractor's 1998 Summer Plan:
Upon WFD's receipt and acceptance
of Contractor's Annual Report:
TOTAL:
$32,620.00
$13,660.59
$ 2,000.00
$30,400.00
$ 2,000.00
$80 680 59
b. Contractor's Disbursement of Stipends. Of the aforementioned funding, Contractor will
disburse a minimum of $2,400.00 in stipends. Contractor will disburse a stipend to each
child of a Company employee who successfully completes of a summer session of the
summer program.
970890
3. Reports. Contractor agrees to provide WFD with the following reports all of which
shall be in a form provided by WFD:
a. Annual Report. The Annual Reports shall be due on September 30, 1997 and
September 30, 1998.
b. Plan for Summer 1998. The Plan for Summer 1998 shall be due on January 30,
1998.
c. Budget Reconciliation. The Budget Reconciliation shall be due with each
Annual Report.
(i) The Contractor shall maintain accurate budget information throughout the
duration of the Agreement and shall include in the Budget Reconciliation the
proposed budget, the actual budget, and an analysis of the variation, if any, between
the two.
(ii) The Contractor shall promptly notify the WFD Project Manager of any
changes in the budget during the Program. Any deviation of 10% or more must be
approved by WFD in its reasonable discretion.
d. The provisions of this Section shall survive the termination of this Agreement.
In the event of assignment pursuant to Section 6 of Appendix B, notwithstanding
such assignment, Contractor shall continue to report to WFD as well as WFD's
assignee(s) or successor(s).
4. Marketing. Contractor will send program promotions to the Companies in February
1997 and February 1998, and begin accepting registrations from Company employees
immediately thereafter. Contractor will request Company employees to identify their
employer on the registration materials. Contractor will track this information in a database
for reporting purposes described in Paragraph 3 above.
Contractor will begin community marketing efforts in March 1997 and March 1998.
Contractor will send the WFD Program Manager copies of all promotional materials.
5. Priority Enrollment. The requirements of Appendix A stated in "Priority Enrollment"
shall apply. Contractor agrees to reserve the spaces for Company up until one month
before program start date.
970890
6. General Terms and Conditions. Contractor has read and agrees to be bound by
WFD's General Terms and Conditions, a copy of which is attached hereto as Appendix B.
Appendix B is hereby incorporated into and made a binding part of this Agreement.
7. Goals and Objectives. Contractor shall use its best efforts to operate the Project
described herein in such a way as to achieve the goals set forth in that section of Appendix
A entitled "Projected Results".
8. Survival and Enforcement of Certain Provisions. The provisions of Paragraphs 3
and 4 of Appendix B shall survive any termination of this Agreement or completion of
Contractor's services hereunder. Contractor agrees to indemnify WFD against all loss, cost,
damage, and expense, including reasonable attorneys' fees, that WFD may incur as a result
of any breach of these provisions or in enforcing these provisions.
9. Term. This Agreement shall commence as of March 1, 1997 and, unless terminated
sooner as provided in Appendix B, shall continue in effect until the later of September 30,
1998 or the date upon which Contractor delivers the last of the reports described in
Paragraph 3 of this Agreement.
We look forward to our relationship with you.
Yours sincerely,
WORK/FAMILY DIRECTIONS, INC.
By: Date:
Michael Wyman
Chief Financial Officer
ACCEPTED AND AGREED:
EMPLOYMENT SERVICES /OF WELD COUNTY
By: 7." ( Date: 04/2R/97
Title: Chair, Board of County Commissioners
a'LEGAL\WFDD\C0LLAD\WELDCrY.D0C
970623
FACT SHEET
Community, State:
Region:
Program:
Sub -program:
Colorado
n/a
School -Age
Summer of Service
Year/Quarter: 1997 Q1
Provider ID: 1665
VIP ID: 1180
Project ID: 2912
TYPE OF PROJECT: School -Age: Summer of Service
PROPOSED CONTRACTOR:
ADDRESS:
Employment Services of Weld County
1551 North 17th Avenue
Greeley, CO 80631
LOCATION: Larimer and Weld Counties
NAMES OF COLLABORATORS: Hewlett-Packard Company, Eastman Kodak
PROVIDER CONTACT PERSON: Linda Perez
PHONE: 970-353-3800 x3363 FAX: 970-356-3975
ENROLLMENT CONTACT PERSON: Ted Long
PHONE: 970-353-3800 x3400 FAX: same
W/FD CONTACT PERSON: Celeste Reid Lee
PHONE: 1-800-426-3144 x3545 FAX: 617-232-5302
COMPANY NEEDS TO BE ADDRESSED: Employees with children in middle school
struggle to find supervised programming for their children during out -of -school time. These
parents have realistic worries about their children's safety and appropriate use of this
discretionary time. At work, parents of adolescents often try to supervise them via the telephone,
which is time consuming and stress -inducing. Participating in exciting opportunities that engage
the youth during out -of -school time can result in parents worrying less at work about their
teenagers, feeling less stress about their teenagers; and having fewer late arrivals, early
departures and absences related to their teenagers.
For two consecutive years, this Summer of Service program has succeeded in addressing a broad
range of parent concerns that survey results have demonstrated lead to less worry and distraction
for the employee during work hours.
In the Summer of 1995 a Summer of Service for Youth Program was piloted in Denver, CO with
funding from AT&T. The employee response to this program was highly positive. Parents
described their children as looking forward to regularly attending the program as well as hoping
to enroll for the next year. As the program related to parents' work, the overwhelming response
was that parents worried less at work about their teenagers, felt less stress about their teenager;
970E90 0F°0
and had fewer late arrivals, early departures and absences related to their teenager as a result of
this summer program.
PROGRAM DESCRIPTION AND KEY ELEMENTS: This grant will fund the development
of a successful community service program for youth ages 11-15 in Larimer and Weld Counties.
The Employment Services of Weld County (ESWC) will expand on their past success with the
Summer of Service (SOS) program which they have operated for the past two summers in the
Denver metro area. WFD negotiated with ESWC and their counterpart agencies in Larimer and
Weld counties to enable ESWC to be the contracting provider, even though the program will take
place outside of their standard geographic area.
The SOS program provides community service opportunities specifically designed for young
people ages 11-15 during their summer vacations. Youth are divided into teams, each having its
own schedule. A typical week for a participant will consist of two days of service work and one
full day of recreational (planned fun) activity. Although a youth who needs to or wants to
participate in service work all week (four days) may do so.
Each teenager's experience is centered around a series of projects in one or more of the following
areas: Animal Care, Child Care, Elder Care, and Water Conservation. Friday programs always
consist of non -work oriented field trips. Parents pay a modest weekly fee which ranges
depending upon the number of days their teen is enrolled. After successfully completing a two-
week session, youth receive a stipend. The grant will support all operational expenses, including
basic planning funds, to ensure the program is sustained in 1998.
The new SOS initiative will create spaces for 40 youth in these two county areas. Twenty spaces
will be reserved for families of sponsoring companies.
This new program will provide a stimulating, youth -centered experience while significantly
reducing the stress working parents feel during the summer when their teenagers are
unsupervised. The program will cover an 8 -week period during the summer. There will be
designated drop-off locations in each county area (near worksites) where youth can be dropped
off at these designated locations between 7:30 and 8:30 a.m. They will be returned home by van
each day by a licensed and insured driver. Return home is between 3:30 and 5:00 p.m.
Create new program to serve 40 youth ages 11-15 per session;
Expand successful Summer of Service into new community;
Serve both Larimer and Weld counties, targeting areas where Hewlett-Packard and Kodak
employees live;
Funding will be directed towards a youth -serving job training agency, a vendor that will
attract teenagers by virtue of representing a very different approach than a traditional child
care agency.
970890
• Priority in a supervised job -oriented program will be available to sponsoring companies'
families for 10 weeks during the summer.
PRIORITY ENROLLMENT: 40 new spaces created (per two-week session). All 40 spaces
are reserved as priority for sponsoring companies' families for the next two summers. Priority
spaces held until one month prior to program start. Employees' will receive advance notification
of enrollment. Priority for the spaces are dependent on funding levels, as follows:
Eastman Kodak Company 18 (per two-week session)
Hewlett-Packard Company 22 (per two-week session)
PROJECTED RESULTS:
Development of successful, innovative program for hard -to -serve teenage population;
40 new spaces created for 11-15 year olds, with majority set aside for families of sponsoring
companies;
Employees served by this program will spend less time at work worrying about their
teenager, experience less stress about their teenager, experience fewer times that productivity
or work quality is negatively affected. (Based upon parent surveys following 1995 and 1996
Summer of Service programs).
SERVICE START DATE / PRIORITY END DATE: June 1997/August 1998
EMPLOYEE COMMUNICATION STRATEGY: Each funding company will receive a
packet of communication materials from Work/Family Directions which will include posters, a
newsletter announcement, and an electronic mail bulletin. Announcements to employees will
begin in April, with repeat announcements anticipated during subsequent weeks. Provider will
also develop local marketing and communications strategies directed to funding company
employees and the general public.
G:\DATA\W FDD\SATEAM\S0SN0C0L.FCT
970820
APPENDIX 13
TERMS AND CONDITIONS
FOR WFD DEPENDENT CARE PROJECT
Unless otherwise specified herein, the term, "Companies," shall mean collectively
those WFD client companies which have been identified to Contractor in the attached
Agreement and/or any such additional client companies which may be identified by WFD
to Contractor by written notice from time to time during the term of such Agreement.
1. Relations with WFD and Companies.
Contractor shall designate a person to WFD to act as a contact person for WFD and
Companies; shall, apart from contacts with Companies families incidental to this
Agreement, communicate directly only with WFD unless otherwise requested by
WFD or Companies management; and shall meet as requested by WFD or
Companies management with local staff of Companies to plan and provide such
activities as Companies management and WFD may reasonably request in order to
promote awareness and stimulate use of dependent care resources developed or
expanded under this Agreement.
2. Reports.
(A) In addition to providing any specific reports which may be required under this
Agreement, Contractor shall submit reports in writing to WFD containing
such information as may reasonably be requested by WFD from time to time
in writing, such reports to be submitted on or before fourteen (14) days after
WFD so notifies Contractor. In particular, Contractor shall track, maintain
updated records of and report to WFD the names and addresses of Company
employees benefited by Contractor's services hereunder. Contractor shall also
provide information on a continuing basis in response to such reasonable
inquiries as WFD may make from time to time by telephone. Such inquiries
shall include but not be limited to information regarding program usage and
employee comments on Contractor's program hereunder.
Contractor shall submit a written final report to WFD on or before thirty (30)
days after the completion. of Contractor's services under this Agreement,
which shall contain a full summary of all activities performed by Contractor
under this Agreement; a financial summary of expenditures under this
Agreement; a summary of major problems and/or obstacles encountered
during the implementation of this Agreement, how they were resolved and
with what success; and such other related information as WFD may then
reasonably request.
Contractor shall continue to provide information after the termination of this
Agreement in response to occasional reasonable inquiries from WFD
(B)
(C)
1
970E20 0E°O
concerning the work performed under this Agreement and the ongoing results
of such work. In such event, if Contractor will incur material expense in
formulating a response to any such inquiries Contractor and WFD will
negotiate in good faith to provide for reimbursement to Contractor for its
reasonable expenses.
3. Complaints.
Contractor will receive and respond to any complaints from any source concerning
its activities under this Agreement or the activities of any provider with whom
Contractor becomes involved under this Agreement expeditiously and professionally
and will report such complaints promptly to WFD and consult with WFD during
efforts to resolve such complaints.
4. Audits.
Contractor shall maintain accurate and complete records to document its
performance and activities under this Agreement and its expenditures and other
dispositions of funds received pursuant to this Agreement. Such records shall be
kept in such a way that they may be readily audited, shall be consistent with
generally accepted accounting principles and shall conform to all applicable law.
While this Agreement remains in force and for three (3) years after its expiration or
termination, WFD and/or any independent accounting firm selected by WFD shall
have the right at any time and from time to time, during normal business hours, at
WFD's expense, and upon reasonable notice to Contractor, to examine and audit any
and all of Contractor's records and accounts pertaining to this Agreement. Records
will be kept for three years after termination of this Agreement or until the final
disposal of any claims or litigation arising out of the performance of this Agreement,
whichever is longer.
5. Legal Obligations.
(A) Contractor agrees that, in performing its obligations under this Agreement, it
will comply with all applicable local, state, and federal laws, rules and
regulations. Further, Contractor agrees not to enter into any subcontracts,
employment contracts, or agency relationships for the purpose of
implementing this Agreement which do not specifically require the
subcontractor, employee, or agent thereunder to abide by all applicable legal
requirements. These requirements include, but are not limited to: licensing
and registration laws governing Contractor's activities pursuant to this
Agreement; wage and hour laws; privacy legislation; legislation regarding the
handicapped; equal employment opportunity statutes, executive orders and
regulations; the Foreign Corrupt Practices Act; the Immigration Reform and
Control Act of 1986, as amended; and the Regulations of the United States
Department of Commerce relating to the Export of Technical Data; insofar as
they relate to the services to be performed under this Agreement.
970f90
(B) Regarding nondiscrimination in employment, Contractor agrees not to
discriminate against any employee because of race, color, religion, sex, age or
national origin; and to comply with, where applicable, the equal opportunity
clause of Section 202 of Executive Order No. 11246; the Affirmative Action
Clause for Disabled Veterans and Veterans of the Vietnam Era in 41 CFR
Sec. 60-250.4; and the Affirmative Action Clause for handicapped workers
found in 41 CFR Sec. 60-741.4. Contractor additionally agrees, if required,
to file annually a Form 100 -EEO -1 and to develop, if required, an Affirmative
Action Program, and hereby certifies that it will not maintain any facilities it
provides for its employees in a segregated manner nor permit its employees to
perform their services at any locations under its control where segregated
facilities are maintained. In addition, Contractor will not enter into any
subcontracts, employment contracts, or agency relationships for the purpose
of implementing this Agreement which do not specifically require the
subcontractor, employee or agent thereunder to abide by these requirements.
(C) Contractor agrees that for the purpose of compliance with the requirements of
the Occupational Safety and Health Act of 1970, services performed pursuant
to this Agreement shall be deemed entirely within the Contractor's
responsibility. Contractor shall notify WFD promptly, in writing, if a charge
of non-compliance with the Act has been filed against the Contractor in
connection with services being performed hereunder on premises leased or
owned by any of the Companies.
6. Indemnification and Liability Insurance.
To the extent permitted by applicable law, Contractor agrees to indemnify and save
harmless WFD and Companies from and against any loss, cost, damage or expense,
including reasonable attorneys' fees, to the extent that such loss, cost, damage or
expense arises out of claims or actions based upon allegations of error, omission or
malfeasance by Contractor in performing its obligations under this Agreement.
Contractor agrees that it will notify WFD immediately both orally and in writing of
any events, complaints or occurrences of any kind which could give rise to a claim
or action against Contractor, WFD or any of the Companies and further agrees to
conduct such surveys of complaints and possible claims as WFD may request.
Contractor shall obtain and maintain an insurance policy or policies covering
Contractor's activities in performance of this Agreement to insure against any loss
which WFD, any of the Companies or Contractor might suffer as a consequence of
errors, omissions or malfeasance by Contractor, its agents or employees. Such
policy or policies shall be on an occurrence basis and shall include comprehensive
general liability insurance, including contractual liability, professional liability, sexual
abuse and personal injury insurance in the minimum amount of one million dollars
($1,000,000.00) per occurrence and shall name WFD and each of the Companies as
additional insureds.
In addition, Contractor shall obtain and maintain: (i) Worker's Compensation and/or
Employer's Liability Insurance in the amount of at least one hundred thousand
dollars ($100,000) covering any of its employees as required by statute in any
jurisdiction in which it performs services; and (ii) comprehensive automobile liability
3
970S7a
insurance covering Contractor for claims arising out of the use of any owned (if
applicable), hired and non -owned vehicles with not less that one million dollars
($1,000,000) combined single limit for bodily injury and property damage, such
automobile insurance coverage to name WED and each of the Companies as
additional insureds.
Contractor shall provide to WFD certificates of such insurance which shall indicate,
where required herein, that WFD and each of the Companies are included as
additional insureds in each liability policy and that 30 days' advance written notice
will be furnished to WFD in the event of cancellation, non -renewal or any material
change in insurance.
7. Representations and Warranties of the Contractor.
Contractor hereby represents and warrants as follows [Part (A) does not apply to
Contractors which are governmental agencies or parts thereof]:
(A) It is duly incorporated and validly existing as a corporation in good standing,
under the laws of the state in which it does business.
(B) It has the power and authority (corporate or other) to own its assets and carry
on its business as now being conducted, and to enter into, and perform in
accordance with, the terms of this Agreement.
(C) It has, and its officers and agents acting on its behalf have, full legal authority
to engage in the transactions contemplated by this Agreement; and the
execution and delivery of the Agreement, the consummation of the
transactions herein contemplated, and compliance with the terms, conditions
and provisions of this Agreement do not and will not conflict with or result in
a breach of any of the terms, conditions or provisions of its corporate charter
or articles of incorporation or its bylaws or any applicable enabling statute or
any agreement or instrument to which it is a party or by which it is bound, or
constitute a default thereunder, and it is not a party to or bound by any
agreement or instrument or subject to any charter or other corporate
restriction or judgment, order, writ, injunction, decree, law, rule or regulation
which may materially and adversely affect its ability to perform its obligations
under this Agreement; and this Agreement constitutes a valid and binding
obligation enforceable against it in accordance with its terms.
There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, nor any governmental administrative proceeding or investigation which
involves the possibility of any judgment, finding or ruling or unusual liability
which may materially adversely affect Contractor's performance of or ability to
perform this Agreement.
(D)
4-
970€10
8. Disclosure of Information.
Contractor shall keep in confidence and shall not use or disclose, other than for the
implementation of this Agreement or in the course of privileged consultation with an
attorney or accountant in a professional relationship with Contractor, without
WFD's prior written permission, any data and information relating to the business
and affairs of any of the Companies or WFD.
Such confidential information in the case of any of the Companies shall include,
without limitation:
- any information which the Company or WFD specifically notifies
Contractor is to be treated as confidential;
- the Company's cost, budget, and financial data;
- information regarding the Company's insurance coverage;
- information regarding the present or projected demographics
(including, but not limited to, geographical and age distribution data) of
the Company's employee/retiree/ dependents population;
- family status, age, address, dependent care arrangements, and other
personal information about individually identifiable employees of the
Company and their family members;
- information regarding planned or potential changes in the missions,
products, services, locations, physical sizes, manpower resources, labor
resource allocations, organizational structure, and hours of operation of
the Company's plants, labs, regional and area and branch offices,
headquarters facilities, and other Company facilities and organizational
entities;
- planned or potential changes in the Company's employee benefits plans
and programs, employee services, working conditions, working days
and hours, work force reduction, retraining, and transfer plans, and
internal guidelines for administration of personnel policies, practices,
plans, and programs.
Such confidential information in the case of WFD shall include, without limitation:
- any information which WFD specifically notifies Contractor is to be
treated as confidential;
- the provisions of this Agreement;
- information concerning WFD's internal operations including, without
limitation, insurance coverage, fiscal policies and practices, products
and services under development, marketing strategies, and contracts
with third parties;
5
970€°a
- information about software developed for and/or used in the
implementation of this Agreement.
This paragraph shall not apply to any information which is previously known to
Contractor without obligation of confidence, or which, without breach of this
Agreement, is publicly disclosed either prior or subsequent to Contractor's receipt of
such information, or which is rightfully received by Contractor from a third party
without obligation of confidence.
9. Communications Materials.
(A) Contractor shall submit all written or other communications materials intended
to publicize Contractor's activities under this Agreement to WFD for its
review and approval prior to Contractor's use of such materials. Contractor
shall consult with WFD concerning which of such materials must indicate
credit to the Companies for their funding hereunder. In any case in which
such credit is given the following statement shall be used:
Funding for this project was provided through the American Business
Collaboration for Quality Dependent Care and administered by
Work/Family Directions, Inc."
(B) All media inquiries, such as inquiries from the press pertaining to any
Company's or WFD's potential or actual involvement with Contractor, shall be
reviewed by WFD prior to the release of any information.
(C) Any materials developed by Contractor in the course of implementation of this
Agreement may be reproduced, altered and otherwise used, royalty free, by
WFD and/or by any WFD contractor in the course of implementation of the
Prime Agreement. Such rights shall be world-wide and irrevocable.
Nothing contained in this Agreement shall be construed as conferring on
Contractor any right or license to use in writing or for public broadcast any
name, trade name, trademark, service mark, logo or other designation of WFD
or of any of the Companies, or any contraction, abbreviation or simulation of
any of the foregoing.
D)
10. Independent Contractor Status.
Contractor shall at all times be deemed to be performing as an independent
contractor and not as an agent or employee of WFD or any of the Companies either
individually or collectively. The acts and omissions of each party's respective
employees, agents, and contractors shall be deemed to be those of such party only
and not of the other party. Each party shall be solely responsible for the payment of
compensation of its own employees, agents, and contractors performing m
connection with this Agreement. Neither party shall be responsible for payment of
workers' compensation, disability benefits, unemployment insurance, or for
withholding income taxes and social security for any employee, agent, or contractor
of the other party.
6
970C''o
11. Term and Termination.
(A) This Agreement may be terminated prior to the expiration of its agreed term in
accordance with the following conditions:
(i) If the Contractor shall under such laws as shall be applicable to it
commence any ease or proceeding, or file any petition in bankruptcy, or
for reorganization, liquidation or dissolution, or be adjudicated insolvent
or bankrupt, or shall apply to any tribunal for a receiver, intervenor,
conservator or trustee for itself or for any substantial part of its
property; or if there shall be commenced against it any such action and
the same shall remain undismissed; or if by any act it shall indicate its
consent to, approval oi, or acquiescence in any such proceeding, or the
appointment of any receiver, intervenor, conservator or trustee for it or
any substantial part of its property or shall suffer any of the same to
continue undischarged; or if it shall become subject to any intervention
whatsoever that shall deprive it of the management of the aggregate of
its property or any substantial part thereof; or if it shall wind up or
liquidate its affairs or there shall be issued a warrant of attachment,
execution or similar process against any substantial part of its property,
and such warrant, execution or process shall remain undismissed,
unbonded or undischarged for a period of 31 days, this Contractor
Agreement shall be deemed immediately terminated upon the
occurrence of such event.
(ii) If the Contractor is found by WFD to have made fraudulent use of
funds, or if an administrative or judicial body has revoked any license
which may be required for the Contractor to carry on its business and
perform its obligations and functions under this Agreement, or if the
Contractor is discovered by WFD to have made any misrepresentation
or omitted to disclose any material facts which bear on its ability to
perform this Agreement, the Agreement shall be deemed immediately
terminated upon the occurrence of such event.
If any Company shall terminate its Agreement to provide funds for
dependent care projects through WFD ("Prime Agreements"), WFD
may, in its discretion, terminate this Contractor Agreement as of the
effective date of termination of such Prime Agreement. Where WFD
itself has received sufficient advance notice to permit it to do so, WFD
shall notify the Contractor in writing at least thirty (30) days prior to the
termination date of the Prime Agreement or as soon as is practicable
under the circumstances of such termination.
(iv) If WFD fails (other than on account of a breach of this Agreement by
Contractor, subject to subparagraph (v) below) to make any material
payment hereunder when due, and Contractor notifies WFD in writing
of the fact, nature and amount of the overdue payment, and at least
(a)
7
970e93
(B)
fourteen (14) days pass from the date of such notification, and WFD
shall still not have remitted such payment, Contractor may terminate this
Agreement for cause by giving WFD written notice of termination, and
the effective date of such termination shall be fourteen (14) days after
the date that such notice of termination is given unless payment is made
prior to such date.
(v) In the event of a material breach of this Agreement by Contractor,
which breach cannot be cured, or (in the case of a curable breach) which
breach has not been cured within fourteen (14) days after WFD notifies
Contractor in writing of the fact and nature of the breach, WFD, acting
in its sole discretion, may either:
(a) withhold any payment due and/or require the return to WFD of
any and/or all sums paid under this Agreement until and unless
WFD is satisfied that the breach is cured; or
require the return to WFD of any and/or all sums paid under this
Agreement and/or terminate this Agreement for cause by giving
Contractor written notice of termination, and the effective date of
such termination shall be immediate.
In the event of termination pursuant to subsection (A) above, all
documentation and other materials relating to this Agreement and Contractor's
performance thereof shall be transferred by the Contractor to WED or to an
entity or person designated by WFD.
(b)
12. Contractor Relationship with Successor to WFD.
In the event of expiration or termination of a Prime Agreement, WFD shall have the
right, as against Contractor, to assign to any one or more Companies' designees all
of WFD's rights hereunder and to delegate to any one or more Companies or such
Companies' designees all of WFD's duties hereunder. In the event that this
Agreement is assigned by WFD to any person or entity, Contractor shall continue to
provide services in accordance with this Agreement in cooperation with WFD's
successor or assign.
13. Non -assignment of Contractor's Rights and Obligations.
Contractor may not assign its interests or rights or delegate its obligations under this
Agreement to anyone without WFD's prior written consent.
14. Contractor Responsible for Tax Consequences.
Contractor shall have the sole responsibility for ascertaining any federal, state or
local tax consequences affecting its business and operations as a result of its
participation under this Agreement and shall have sole responsibility for the payment
8
9708°0
of any and all taxes and duties imposed by all governmental entities resulting from
Contractor's duties, obligations, performance and receipts under this Agreement.
15. Miscellaneous Provisions.
(A) This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
(B) All covenants and agreements herein contained shall extend to and be
obligatory upon all successors, assigns and subcontractors of the respective
parties hereto.
(C) One or more copies of this Agreement may be signed by the parties hereto,
each of which copies shall be deemed an original and all of which shall be
deemed to constitute but one and the same instrument.
(D) If any provisions of this Agreement shall be held, or deemed to be, or shall, in
fact, be inoperative or unenforceable as applied in any particular situation,
such circumstances shall not have the effect of rendering any other provisions
herein contained invalid, inoperative or unenforceable to any extent
whatsoever. The invalidity of any one or more phrases, sentences, clauses or
paragraphs herein contained shall not affect the remaining portions of this
Agreement or any part hereof.
(E) This Agreement may not be terminated by either party hereto except in the
manner and with the effect herein specifically provided.
(F) This Agreement shall not be changed, modified or amended nor shall a waiver
of its terms or conditions be deemed effective except by a writing signed by
the parties hereto.
(G) No remedy by the terms of this Agreement conferred upon or reserved by any
party hereto is intended to be exclusive of any other remedy, but each and
every such remedy shall be cumulative and in addition to every other remedy
given under this Agreement or existing at law or in equity or by statute on or
after the date of this Agreement including, without limitation, the right to such
equitable relief by way of injunction, mandatory or prohibitory, to prevent the
breach or threatened breach of any of the provisions of this Agreement or to
enforce the performance hereof.
(H) The section captions contained in this Agreement are for convenience only
and shall not be deemed part of this Agreement.
(I) All notices, requests, demands or other instruments which may be or are
required to be given by either party to the other party, shall be in writing, and
each shall be deemed to have been properly given when served personally on
an officer of the party to which such notice is to be given, or upon expiration
of a period of 72 hours (excluding weekends and holidays) from and after the
9
9 i 0t?!0
postmark thereof when mailed postage prepaid by registered or certified mail,
requesting return receipt, addressed as follows:
If intended for WFD:
or, if intended for Contractor:
Work/Family Directions, Inc.
930 Commonwealth Ave., West
Boston, MA 02215-1212
Any party may change the address to which subsequent notices are to be sent
to it by notice to others given as aforesaid.
(0 In the event of expiration or termination of this Agreement, the rights and
obligations of the parties under Paragraphs 2, 3, 4, 6, 8, 9(C) and 13 of this
Agreement and any additional reporting requirements set forth in this
Agreement shall survive and continue in effect and shall inure to the benefit of
and be binding upon the parties and their legal representatives, successors, and
assigns.
GALEGALWAMOCOLLABVIERMCONIT&C
10
O i Ofsno
cst,
COLORADO
lik
To
mEmoRAIMum
Weld County Board of Commissioners
George E. Baxter, Chairperson
Date
From Walter J. Speckman, Executive Director
Subject Summer of Service Contract 1997-1998
pril 24, 1997
Enclosed for Board approval are two contracts between Work Families Direction, Inc. and
Employment Services of Weld County to operate a Summer of Service Program for 1997 and
1998. The program will provide service learning activities to youth, ages 11-15. Employees
of Eastman Kodak, Hewlett Packard, and IBM in the Weld, Larimer, and Boulder County areas
will have priority for enrollment
Through these contracts, corporate funds in the amount of $47,500.00 for the IBM program,
and $80,680.59 for the Eastman Kodak and Hewlett Packard program, will help offset the
operational costs in providing 10 weeks of service learning activities for both the 1997 and
1998 summer months. Additionally, parents will pay a weekly fee which varies depending on
the number of days their child is enrolled. Costs to the parent will be $10 for each day of
participation of their child.
Experiences will be centered around targeted need areas such as conservation and
environmental projects, child care and elder care, and neighborhood beautification projects.
Youth who successfully complete a session (two weeks) will be awarded a $20 stipend
If you have any questions, please telephone me at 353-3800 extension 3317.
97080O
Rp o fv f(
Hello