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ECC Board of Trustees
Executive Summary
Date: March 23, 2016
Subcommittee: Consent Agenda
Agenda Item: Agreement Amendment between ECC and Buffalo Promise Neighborhood (BPN) through Annie E. Casey Foundation Grant Funding in Buffalo’s Westminster Community for the ECC One-Stop Center
This item is for: For Board's Approval Backup Documentation: Attached to this document
Background Information: The Buffalo Promise Neighborhood Grant through the Annie E. Casey Foundation (the “Planning Grant”) now offers
a two-generation approach to Buffalo’s Westminster Community for student and family success by extending a full
continuum of ‘prenatal through college-to-career solutions’ for 20 pilot families. The BPN continues to provide
funding to the ECC One-Stop Center for onsite screening to place program participants and to enroll program adults
for career services and job development. Program adults who meet established criteria are enrolled in the
Pathways to Success program and may access Individual Training Account (ITA) tuition grants to enroll in ECC’s
academic programs. The ECC Pathways to Success Program reconnects these adults and youth to education and
employment with special academic case management services provided to at-risk students by the Education 2
Recovery Program.
Reasons for Recommendation: A Job Developer was approved by the ECC BOT in May 2014 to work with the Casey Foundation and all community
partners of the Foundation. This employee’s efforts are dedicated to improving career options for adults
participating in the Two-Generation family-centered project. Based on the Job Developer’s success working with
approximately 47 families, the Westminster Foundation desires to amend the agreement by adding one additional
full-time Grade 9 Job Developer position to double the employment and career services to families in the targeted
footprint of Buffalo’s Westminster Community.
In August 2015, the ECC BOT approved a renewal of the original agreement. Due to salary negotiations, the August
agreement has not been finalized and signed. Since the Casey Foundation would now like to add an additional Job
Developer position, the August agreement has been amended to include the second position.
Fiscal Implications: The grant period of August 27, 2015 through December 31, 2016 reimburses the college with $67,711 annually for
salary, fringe and a laptop for the first position. The second position is the amendment and the college will be
reimbursed at a $65,128 annual rate for the seven-month period of June 1, 2016 through December 31, 2016. The
amount expended for the two positions will not exceed $113,004.
Consequences of Negative Action: Loss of potential student enrollments in ECC Pathways to Success, academic degree and academic certificate
programs.
Steps Following Approval: Review and approval by legal counsel.
Contact Information If Any Questions: Richard C. Washousky, Executive Vice President of Academic Affairs, North Campus
Phone: (716) 851-1500 / E-Mail: [email protected]
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Amended March 23, 2016 SERVICE AGREEMENT
THIS AGREEMENT, dated August 4, 2015, with an effective date as of August 27, 2015, is and by and between WESTMINSTER FOUNDATION, a New York not-for-profit corporation with an address at 465 Main Street, Suite 510, Buffalo, NY 14203 (the "Foundation") and ERIE COMMUNITY COLLEGE, a community college existing under the laws of the State of New York with offices at 121 Ellicott Street, Buffalo, New York 14203 ("ECC").
WHEREAS the Foundation's mission includes supporting the improvement of health, educational and economic outcomes for the children and families located within the City of Buffalo, and specifically in the "Buffalo Promise Neighborhood" (herein "BPN"), an economically distressed area within the 14215 zip code. In furtherance of this mission, the Foundation develops programs and provides support for the children and families within the BPN to provide educational, financial literacy and workforce development services to parents of these enrolled children.
ECC desires to play a key outreach function by providing educational/career-mentoring services to families located within BPN. ECC has developed a remarkably effective "Pathways to Success" program to reconnect adults and youth to education and employment, as well as the ''One-Stop Career Center" program which provides specialized, extensive academic case management services for at-risk adults. Such programs by ECC will help further the Foundation's purpose of helping children and families in the BPN. Therefore the Foundation desires to support such programs by ECC.
NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ECC and the Foundation hereby agree as follows:
1. Services to be Performed.
ECC agrees to perform the following services ("ECC Services") within the designated BPN geography for adults as identified and agreed upon by the Foundation. The ECC services include:
(i) The "ECC One-Stop Center" program in order to provide onsite screening within the BPN to place program participants into jobs, provide case management services, evaluate linkage, and foster the educational/career pathway for families;
(ii) Enrolling BPN program adults with the ECC One-Stop Center for career services and job development, including individualized assessments, referrals to job postings, workshops, resume and interview assistance, and access to Individual Training Account (ITA) grants for eligible participants;
(iii) Enrolling program adults who meet established criteria, in the "Pathways to
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Success" program for GED and Pre-Collegiate Studies, certificate and degree programs, and noncredit One-Stop workshops, and services;
(iv) A full-time Job Developer for the Two-Generation (40 hours per week), with the job duties set forth in Exhibit "A" hereto working with the Foundation and all community partners of the Foundation to further its mission.
2. Expected Outcomes and Reporting.
(a) ECC shall collect and provide information to track and determine the progress of ECC Services provided toward the following expected outcomes ("Expected Outcomes"):
• 100% of adults working toward educational attainment or participating in job readiness;
• 85% of participating adults will complete educational attainment or job readiness goal;
• 75% of adults will be employed within 6 months of completing ECC Training Services;
(b) ECC shall periodically provide the Foundation with reports evidencing:
• The number of adults participating in ECC services
• The scores of assessments and other progress indicators within the ECC program for participants.
(c) ECC shall provide demographic and other evaluation data to the Foundation on a quarterly basis at minimum.
(d) ECC shall provide an annual assessment report to the Foundation of evaluation data gathered from ECC's evaluation tools.
(e) The Foundation shall measure Expected Outcomes on such periodic basis as it may determine. ECC shall periodically provide the Foundation with reports that aggregate or otherwise analyze the ECC's activities and Expected Outcomes, including but not limited to reports that compare, rank or otherwise analyze the performance of adults served by ECC. Accordingly, a continued or substantial failure of ECC to meet Expected Outcomes shall be a basis for the Foundation, in its discretion, to terminate this Agreement under Section 4 of this Agreement upon 30 days' advance written notice.
3. Payments and Invoicing.
(a) Fees. The Foundation agrees to pay ECC fees for services rendered (the "Fees"), including without limitation to support the expense of the onsite Job Developer as described in Section 1 of this Agreement, as the sole compensation for the ECC
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Services to be provided during the Term of the Agreement which
shall not exceed $113,004 for the following:
August 27, 2015 - December 31, 2016: $41,277 salary plus fringe in the
amount of 10,826.95 plus $1,500 to cover incidental expenses such as cell
phone or other costs).
A one-time purchase of a laptop in the amount of $788 will be added to the
2015-2016 contract amount, for a total of $2,288 for incidentals and supplies
for the 2015-2016 contract.
Additionally, starting September 1, 2016 the Job Developer’s base salary will
increase to $43,674.42, plus fringe in the amount of $11,151.76, resulting in
the total amount for September 1, 2016- December 31 2016 of $15,420.46
salary and $4,218.46 fringe.
Additionally, starting June 1, 2016 an additional Job Developer will be added
with a base salary of $41,227 plus fringe not to exceed $21,613. An additional
laptop and cost for incidentals totaling $2,288 will also be added.
The Foundation agrees to pay ECC fees for services rendered, not to exceed
those costs as determined pursuant to Exhibit A attached here to, and made a
part of the sole compensation for the services to be provided during the term
agreement: August 27, 2015 – December 31, 2016. The fringe benefits will be
based on actual incurred benefits and will be capped at 50%.
(b) Payments. The Foundation shall pay Fees on not less than a monthly basis
upon the submission of invoices with supporting documentation submitted
by ECC to support the reimbursement request. All invoices should be
mailed to Westminster Foundation, 465 Main Street, Suite 510, Buffalo,
NY 14203. All fees paid hereunder are non-refundable.
4. Term.
(a) Term. This Agreement shall commence upon the date of this Agreement and
shall terminate on December 31, 2016 (the "Term").
(b) Termination for cause.
(i) Prior to the end of the Term, either party may terminate this
Agreement at any time upon delivery of written notice if the other
party breaches any material provision of this Agreement (including,
but not limited to disclosure of proprietary information) and fails to
cure such breach within thirty (30) days after written notice to the
breaching party.
(ii) Notwithstanding the preceding sub-paragraph (i), this Agreement
may be terminated immediately by the Foundation in the event
ECC, in the performance of its duties under this Agreement, in the
sole judgment of the Foundation, acts or fails to act in any way that
affects the safety or welfare of the participants.
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(c) Termination without cause.
(i) After the initial Term of this Agreement, or as otherwise provided in this Agreement, either party may terminate this Agreement without cause upon not less than ninety (90) days advance written notice to the other party, or on such other notice as is provided in this Agreement.
(ii) Both parties acknowledge that the Foundation desires to support ECC by means of a planning grant by the Annie E. Casey Foundation (the "Planning Grant") awarded to the Foundation in January 2013. Therefore, the Foundation reserves the right to terminate this Service Agreement immediately upon notification by the Annie E. Casey Foundation of non- renewal of the Planning Grant funding. The Foundation agrees to pay ECC for all services it performs prior to such termination in accordance with this Agreement.
(d) Events upon termination. Upon any termination of this Agreement, all work by ECC shall cease, and ECC will provide within 60 days of termination the reporting as provided in Section 2 of this Agreement.
5. Representations, Warranties and Covenants.
(a) Services. ECC represents and warrants that the ECC Services shall be performed by qualified personnel in a professional and diligent manner.
(b) Authority. Each party represents and warrants that it has full power and authority to enter into this Agreement.
(c) Conflicts and subcontracting. Each party further represents and covenants that, except as otherwise provided in this Agreement, it has not entered into nor will it enter into any agreement that would conflict with its obligations hereunder. ECC represents and covenants that it shall not assign or subcontract the performance of any ECC Services to any other person or entity without the prior written consent of the Foundation. Nothing in this Agreement shall be deemed to constitute written consent of the Foundation to any current or subsequent assignment or subcontracting whether or not discussed by the parties prior to the execution of this Agreement. Each of the parties represents and warrants that it shall abide by all of the terms of this Agreement including but not limited to terms regarding the grants of licenses pursuant to Section 6 of this Agreement and confidentiality. Each of ECC and the Foundation represents and warrants that it will comply with all applicable laws, rules and regulations in the performance of their respective obligations under this Agreement.
(d) Background checks. To the extent required by the staff or administration of any school in connection with the ECC Services to adults, ECC shall
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provide sufficient information and otherwise cooperate to enable such schools to perform criminal background checks and fingerprinting of those employees as authorized under any applicable collective bargaining agreement or Taylor Law, representatives or other agents of ECC who will provide services under this Agreement.
(e) Student Records. ECC and the Foundation agree that in order to carry out the Agreement, the Foundation, its service providers, and agents with a legitimate educational interest may need timely, and when necessary, immediate access to student records. ECC shall revise its FERPA notices and other regulatory notifications to affected adults to clarify that the Foundation, its service providers and agents shall be granted access to this information. The Foundation agrees to follow the procedures under FERPA in order to maintain the confidentiality of the subject records.
6. Intellectual Property.
(a) Foundation Intellectual Property. The Foundation holds trademark rights to the name "Buffalo Promise Neighborhood" (the "Trademark") which refers to the neighborhood served by the Foundation. The Foundation grants ECC a limited,
non-transferable and non-exclusive license to use the Trademark in the performance of this Agreement. ECC shall not contest the validity of the license or Licensor's rights in the Trademark.
(b) Rights and Usage. All use of the Trademark by ECC shall inure to the benefit of the Foundation. ECC shall not, by the operation of this Agreement, acquire any rights in the Trademark. Any right with respect to the Trademark not expressly granted to ECC by the Foundation is reserved by the Foundation.
7. Indemnification. The Foundation shall indemnify and hold harmless ECC, its officers, employees and agents from and against all claims, loss, damage, liability and lawsuits (including reasonable attorney's fees) arising from any act or omission of the Foundation in the performance of its duties imposed by and performed under the terms of this Agreement, , including the Foundation's breach of this Agreement or noncompliance with applicable federal, state and local laws or ordinances except such claims, suits or demands occasioned by acts of recklessness or willful misconduct by the Foundation. ECC shall indemnify and hold harmless the parties to this Agreement, M&T Bank Corporation and its subsidiaries (collectively "M&T"), and their respective employees, agents and representatives from any and all claims, suits, or demands, including attorney fees, which may be made against them resulting from any act or omission of ECC in the performance of its duties imposed by and performed under the terms of this Agreement, except such claims, suits or demands occasioned by acts of recklessness or willful misconduct by the person to be indemnified.
8. Limitation of Liability. ECC shall not be liable to the Foundation for any consequential, indirect or special damages arising under this agreement, even if ECC
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has been advised of the possibility of such damages. Furthermore, ECC shall not be liable for any amount under this agreement relating to ECC services or under any contract, negligence, strict liability or other legal or equitable theory. Notwithstanding the foregoing, ECC shall be liable to the Foundation to the extent of sums paid to ECC under this Agreement for breach by ECC of this Agreement.
9. Insurance. ECC shall comply with the insurance requirements in Exhibit A (Insurance) attached hereto and made a part hereof. The Foundation agrees to provide evidence of insurance in the amounts set forth in Category G on the Schedule attached hereto and made a part hereof in Exhibit B.
10. Miscellaneous.
(a) No assignment. Except by reason of merger or acquisition or as otherwise provided in this Agreement, neither party shall have the right to assign, transfer, subcontract, or sublicense any of its obligations or benefit under this Agreement without the prior written consent of the other party. Except as otherwise provided herein, this Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties.
(b) Notices. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when mailed by prepaid certified or registered United States mail, when sent by commercial overnight courier service with tracking capabilities or by facsimile (if confirmed by writing mailed by prepaid certified or registered United States mail within 48 hours after such facsimile transmission), to the respective addressee of each party at the address or facsimile number set forth below, or such other address or facsimile number as such party last provided to the other party by written notice.
(i) For notices to ECC: Erie Community College Attn: Richard C. Washousky Executive VP of Academic Affairs 6205 Main Street Williamsville, NY 14221 [Fax: 716-851-1418]
With a copy.to: Sr. VP of Operations 121 Ellicott Street Buffalo, NY 14203
(ii) For notices to the Foundation:
Westminster Foundation 465 Main Street, Suite 510 Buffalo, NY 14203 [Fax: 716-842-5200]
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(c) No waiver. The failure of either party to enforce its rights under this Agreement at
any time for any period shall not be construed as a waiver of such rights.
(d) Relation of the parties. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer or agent of the other party and shall not bind nor attempt to bind the other party to any contract.
(e) Amendment. No changes or modifications to or waivers of any provision of this Agreement shall be effective unless evidenced in a written amendment that is signed by both parties.
(f) Effect of illegality. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
(g) Choice of law. This Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. The sole jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state and federal courts located in Erie County, New York.
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(h) Headings. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.
(i) Force majeure. A party shall not be liable for nonperformance or delay in performance (other than of obligations regarding confidentiality) caused by any event reasonably beyond the control of such party including, but not limited to wars, hostilities, revolutions, riots, civil commotion, national emergency, strikes, lockouts, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo, or any other act of God, internet, electric power or communications outage, or any law, proclamation, regulation, ordinance of any court, government or governmental agency.
(j) Executory. This Agreement shall be deemed executory only to the extent of the monies appropriated and available for the purpose of the Agreement and no liability on account thereof shall be incurred by Erie Community College or the County of Erie beyond the amount of such monies.
(k) Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid or void or unenforceable, the remainder of the terms and provisions of this Agreement shall in no way be affected, impaired, or invalidated, and to the extent permitted by applicable law, any such term, or provision shall be restricted in applicability or reformed to the minimum extent required for such to be enforceable. This provision shall be interpreted and enforced to give effect to the original written intent of the parties prior to the determination of such invalidity or unenforceability.
(l) Entire agreement. This Agreement, including Exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all proposals, oral or written, all negotiations, conversations, discussions or agreements between or among the parties relating to the subject matter. In the event of any conflict or inconsistency between any Exhibit and any term or condition of this Agreement, the term or condition of this Agreement shall control.
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Each of the parties has caused this Agreement to be executed by an authorized officer of such party as of the date set forth at the beginning of this Agreement.
WESTMINSTER FOUNDATION
By: _________________________
David K. Chamberlain, Vice Chairman Date: _________________________________
ERIE COMMUNITY COLLEGE By: _________________________ Jack Quinn, President Date: _____________________
STATE OF NEW YORK COUNTY OF ERIE On the day of , before me personally came Jack Quinn, to me known to be the individual described in, and who, executed, the foregoing instrument and acknowledge that he executed the same.
Notary Public
APPROVED AS TO CONTENT: APPROVED AS TO FORM:
By: Richard C. Washousky Executive Vice President for Academic Affairs
By: Legal Counsel
March 14, 2016
Date Date Board of Trustee Approval Date: August__, 2016 Doc.#__ 2016 __________________
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Union Affiliation
EXHIBIT A JOB DESCRIPTION
Job Developer ECC
Job Group:
DISTINGUISHING FEATURES OF THE CLASS: The work involves working with a project coordinator in developing training programs for disadvantaged
adults in a Two-Generation Program. The programs developed under grant funding may evolve into
regularly funded college programs. The incumbent has direct contact with program clientele and
analyzes data from individuals and the community to develop effective programs to benefit both. Does
related work as required.
TYPICAL WORK ACTIVITIES:
Direct contact with Program clientele to determine work-force needs and develops training related
programs as needed;
Assists college administrators in performance of work;
Collects, analyzes and prepares occupational information to facilitate placement;
Observes jobs and interviews workers to determine job requirements;
Analyzes occupational data - physical/mental, training requirements;
Collects, organizes and analyzes information about individuals through record, tests, interviews,
and other sources to appraise their interests, aptitudes, abilities and personality characteristics;
Engages in research and follow-up activities to evaluate placement and training effectiveness;
May teach seminars;
KNOWLEDGE, SKILLS AND ABILITIES: Good knowledge of vocational training and curriculum development; good knowledge of local
community in terms of social and economic needs; good knowledge of training program development
for disadvantaged youth; ability to counsel disadvantaged youth in vocational and educational training
programs; ability to develop programs in vocational areas; sound professional judgment; initiative;
physically capable of performing the essential functions of the position with or without reasonable
accommodation.
MINIMUM QUALIFICATIONS: Graduation from a regionally accredited two (2) year college with an Associate's degree and four (4)
years of vocational education experience.
SPECIAL REQUIREMENTS: Education to Recovery Program- North Campus
AAECC -Job Group IX -Salary $41,277.13
Please include cover letter, current resume and unofficial transcripts with application.
Official transcripts required no later than 30 days from date of employment
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INSURANCE
ECC shall provide to the Foundation a certificate of insurance evidencing the following insurance coverage and a copy of the additional insured endorsement is to be included with the certificate. This endorsement may be provided as a "blanket waiver" endorsement. Such certificate and endorsement shall be updated or reissued as necessary to demonstrate coverage for all periods in which this Agreement is in effect. It is acknowledged and agreed that ECC through Erie County, may be self-insured for any or all of the insurance requirements set forth below.
Workers Compensation: Limits Statutory Limits
$100,000 Employer's Liability
Note: Owners are not to be excluded from Worker's Compensation Coverage.
Commercial General Liability: Limits $1,000,000 Each Occurrence Bodily Injury and Property Damage
$2,000,000 General Aggregate $1,000,000 Products-Completed Operations Aggregate (to be maintained for a minimum period of two years after final payment) $1,000,000 Personal Injury & Advertising Injury $ 50,000 Fire Damage $ 5,000 Medical Expense
Note: Property Damage Liability Insurance shall include endorsements for the following hazards: X (explosion), C (Collapse), U (Underground)
The Foundation and M&T Bank Corporation and all its subsidiaries must be named as an "Additional lnsured" under the Commercial General Liability Policy. A waiver of subrogation shall apply.
Excess liability coverage Limits $1,000,000 per Occurrence Follow form coverage requested.
All of the above policies must be endorsed to contain a provision that the policies will not be canceled without 30 days advance written notice by certified mail to the Foundation from ECC. The insurance requirements of this Exhibit may be satisfied by means of underlying policies and an Umbrella Liability policy.
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ERIECOM-01 APREZIOTTE
ACORD. CERTIFICATE OF LIABILITY INSURANCE 1 DATE (MM/DDIYYYY)
~ 9/1 /2015
T HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEN D OR A LTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer r ights to the
certificate holder in lieu of such endorsement(s).
PRODUCER License# BR-1009544 CONTACT NAME:
Lawley AgencX, LLC rlJgNJo Extl: 1 (716) 8 4 9-861 8 I rffc No): 1 (716) 8 4 9-8291 361 Delaware venue Buffalo, NY 14202 E-MAIL
ADDRESS:
INSURERIS) AFFORDING COVERAGE NAIC#
INSURER A : Philadelphia Indemn ity In s Co 18058
INSURED INSURERS :
Erie Community College INSURERC : Paul Danieu, B usiness Mgr
INSURER D: 4041 Southwestern Blvd Orchard Par k, NY 14127 INSURER E :
INSURER F :
COVERAGES CERTIFICATE N UMBER· REVIS IO N NUMBER·
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO W HICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
IN SR. TYPE OF INSURANCE 17~~~ l ~o LTR POLICY NUMBER l l~~hl~~~ I I~~M~~ LIMITS
A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00( f--tJ CLAIMS-MADE 0 OCCUR ~~~~~J?E~~~~~nce) 100,00( PHPK1 384015 08/25/2015 08/25/2016 $ r-x Agg Limits per Campu MED EXP (Any one person) $ 5,00( 1-
1,000,00( 1-
PERSONAL & ADV INJURY $
R 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,00C
D PRO- D PRODUCTS - COMP/OP AGG $ 2,000,00( POLICY JECT LOC
OTHER: EBL AGGREGATE $ 2,000,00(
AUTOMOBILE LIABILITY ~OMBINED SINGLE LIMIT $ 1,000,00( 1-:-:-
Ea accident)~ A X ANYAUTO P HPK1 384016 08/26/2016 08/26/2016 BODILY INJURY (Per person) $
f-- ALL OWNED - SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $
1- - NON-OWNED iP~~~z:d~gAMAGE HIRED AUTOS AUTOS $ 1- -
$
UMBRELLA LIAB P1 OCCUR EACH OCCURRENCE $ 5,000,00(
A r-x EXCESS LIAB CLAIMS-MADE PHUB512445 08/25/2015 08/25/2016 AGGREGATE $ 5,000,00(
DED I X I RETENTION $ 10,000 $
WORKERS COMPENSATION I ~~~TUTE I I OTH-AND EMPLOYERS' LIABILITY ER
YIN ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) E.L. DISEASE· EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE · POLICY LIMIT $
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
CERTIFICAT E HO LDER CANCEL LATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Westminster Foundation THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
465 Main Street, Suite 51 0 Buffalo, NY 14203
AUTHORIZED REPRESENTATIVE
1 u~ © 1988-2014 ACORD CORPORATION. All nghts reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
SERVICE AGREEMENT
THIS AGREEMENT, dated August 4, 2015, with an effective date as of August 27, 2015, is and by and between WESTMINSTER FOUNDATION, a New York not-for-profit corporation with an address at 465 Main Street, Suite 510, Buffalo, NY 14203 (the "Foundation") and ERIE COMMUNITY COLLEGE, a community college existing under the laws of the State of New York with offices at 121 Ellicott Street, Buffalo, New York 14203 ("ECC").
WHEREAS the Foundation's mission includes supporting the improvement of health, educational and economic outcomes for the children and families located within the City of Buffalo, and specifically in the "Buffalo Promise Neighborhood" (herein "BPN"), an economically distressed area within the 14215 zip code. In furtherance of this mission, the Foundation develops programs and provides support for the children and families within the BPN to provide educational, financial literacy and workforce development services to parents of these enrolled children.
ECC desires to play a key outreach function by providing educational/career-mentoring services to families located within BPN. ECC has developed a remarkably effective "Pathways to Success" program to reconnect adults and youth to education and employment, as well as the ''One-Stop Career Center" program which provides specialized, extensive academic case management services for at-risk adults. Such programs by ECC will help further the Foundation's purpose of helping children and families in the BPN. Therefore the Foundation desires to support such programs by ECC.
NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ECC and the Foundation hereby agree as follows:
1. Services to be Performed.
ECC agrees to perform the following services ("ECC Services") within the designated BPN geography for adults as identified and agreed upon by the Foundation. The ECC services include:
(i) The "ECC One-Stop Center" program in order to provide onsite screening within the BPN to place program participants into jobs, provide case management services, evaluate linkage, and foster the educational/career pathway for families;
(ii) Enrolling BPN program adults with the ECC One-Stop Center for career services and job development, including individualized assessments, referrals to job postings, workshops, resume and interview assistance, and access to Individual Training Account (ITA) grants for eligible participants;
(iii) Enrolling program adults who meet established criteria, in the "Pathways to Success" program for GED and Pre-Collegiate Studies, certificate and degree programs, and noncredit One-Stop workshops, and services;
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(iv) A full-time Job Developer for the Two-Generation (40 hours per week), with the job duties set forth in Exhibit "A" hereto working with the Foundation and all community partners of the Foundation to further its mission.
2. Expected Outcomes and Reporting.
(a) ECC shall collect and provide information to track and determine the progress of ECC Services provided toward the following expected outcomes ("Expected Outcomes"):
• 100% of adults working toward educational attainment or participating in job readiness;
• 85% of participating adults will complete educational attainment or
job readiness goal;
• 75% of adults will be employed within 6 months of completing ECC training Services;
(b) ECC shall periodically provide the Foundation with reports evidencing:
• The number of adults participating in ECC services
• The scores of assessments and other progress indicators within the ECC program for participants.
(c) ECC shall provide demographic and other evaluation data to the Foundation on a quarterly basis at minimum.
(d) ECC shall provide an annual assessment report to the Foundation of evaluation data gathered from ECC's evaluation tools.
(e) The Foundation shall measure Expected Outcomes on such periodic basis as it may determine. ECC shall periodically provide the Foundation with reports that aggregate or otherwise analyze the ECC's activities and Expected Outcomes, including but not limited to reports that compare, rank or otherwise analyze the performance of adults served by ECC. Accordingly, a continued or substantial failure ofECC to meet Expected Outcomes shall be a basis for the Foundation, in its discretion, to terminate this Agreement under Section 4 of this Agreement upon 30 days' advance written notice.
3. Payments and Invoicing.
(a) Fees. The Foundation agrees to pay ECC fees for services rendered (the "Fees"), including without limitation to support the expense of the onsite Job Developer as described in Section 1 of this Agreement, as the sole compensation for the ECC
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Services to be provided during the Term of the Agreement which shall not exceed:
August 27, 2015 - December 31, 2016: at $62,500 annually ($61,000 salary with fringe, plus $1,500 to cover incidental expenses such as cell phone or other costs).
(b) Payments. The Foundation shall pay Fees on not less than a monthly basis upon the submission of invoices with supporting documentation submitted by ECC to support the reimbursement request. All invoices should be mailed to Westminster Foundation, 465 Main Street, Suite 510, Buffalo, NY 14203. All fees paid hereunder are non-refundable.
4. Term.
(a) Term. This Agreement shall commence upon the date of this Agreement and shall terminate on December 31, 2016 (the "Term").
(b) Termination for cause.
(i) Prior to the end of the Term, either party may terminate this Agreement at any time upon delivery of written notice if the other party breaches any material provision of this Agreement (including, but not limited to disclosure of proprietary information) and fails to cure such breach within thirty (30) days after written notice to the breaching party.
(ii) Notwithstanding the preceding sub-paragraph (i), this Agreement may be terminated immediately by the Foundation in the event ECC, in the performance of its duties under this Agreement, in the sole judgment of the Foundation, acts or fails to act in any way that affects the safety or welfare of the participants.
(c) Termination without cause.
(i) After the initial Term of this Agreement, or as otherwise provided in this Agreement, either party may terminate this Agreement without cause upon not less than ninety (90) days advance written notice to the other party, or on such other notice as is provided in this Agreement.
(ii) Both parties acknowledge that the Foundation desires to support ECC by means of a planning grant by the Annie E. Casey Foundation (the "Planning Grant") awarded to the Foundation in January 2013. Therefore, the Foundation reserves the right to terminate this Service Agreement immediately upon notification by the Annie E. Casey Foundation of non- renewal of the Planning Grant funding. The Foundation agrees to pay ECC for all services it performs prior to such termination in accordance with this Agreement.
(d) Events upon termination. Upon any termination of this Agreement, all work by ECC shall cease, and ECC will provide within 60 days of termination the reporting as provided in Section 2 of this Agreement.
5. Representations, Warranties and Covenants.
(a) Services. ECC represents and warrants that the ECC Services shall be performed by qualified personnel in a professional and diligent manner.
(b) Authority. Each party represents and warrants that it has full power and authority to enter into this Agreement.
(c) Conflicts and subcontracting. Each party further represents and covenants that, except as otherwise provided in this Agreement, it has not entered into nor will it enter into any agreement that would conflict with its obligations hereunder. ECC represents and covenants that it shall not assign or subcontract the performance of any ECC Services to any other person or entity without the prior written consent of the Foundation. Nothing in this Agreement shall be deemed to constitute written consent of the Foundation to any current or subsequent assignment or subcontracting whether or not discussed by the parties prior to the execution of this Agreement. Each of the parties represents and warrants that it shall abide by all of the terms of this Agreement including but not limited to terms regarding the grants of licenses pursuant to Section 6 of this Agreement and confidentiality. Each of ECC and the Foundation represents and warrants that it will comply with all applicable laws, rules and regulations in the performance of their respective obligations under this Agreement.
(d) Background checks. To the extent required by the staff or administration of any school in connection with the ECC Services to adults, ECC shall provide sufficient information and otherwise cooperate to enable such schools to perform criminal background checks and fingerprinting of those employees as authorized under any applicable collective bargaining agreement or Taylor Law, representatives or other agents of ECC who will provide services under this Agreement.
(e) Student Records. ECC and the Foundation agree that in order to carry out the Agreement, the Foundation, its service providers, and agents with a legitimate educational interest may need timely, and when necessary, immediate access to student records. ECC shall revise its FERPA notices and other regulatory notifications to affected adults to clarify that the Foundation, its service providers and agents shall be granted access to this information. The Foundation agrees to follow the procedures under FERPA in order to maintain the confidentiality of the subject records.
6. Intellectual Property.
(a) Foundation Intellectual Property. The Foundation holds trademark rights to the name "Buffalo Promise Neighborhood" (the "Trademark") which refers to the neighborhood served by the Foundation. The Foundation grants ECC a limited,
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non-transferable and non-exclusive license to use the Trademark in the performance of this Agreement. ECC shall not contest the validity of the license or Licensor's rights in the Trademark.
(b) Rights and Usage. All use of the Trademark by ECC shall inure to the benefit of the Foundation. ECC shall not, by the operation of this Agreement, acquire any rights in the Trademark. Any right with respect to the Trademark not expressly granted to ECC by the Foundation is reserved by the Foundation.
7. Indemnification. The Foundation shall indemnify and hold harmless ECC, its officers, employees and agents from and against all claims, loss, damage, liability and lawsuits (including reasonable attorney's fees) arising from any act or omission of the Foundation in the performance of its duties imposed by and performed under the terms of this Agreement, , including the Foundation's breach of this Agreement or noncompliance with applicable federal, state and local laws or ordinances except such claims, suits or demands occasioned by acts of recklessness or willful misconduct by the Foundation. ECC shall indemnify and hold harmless the parties to this Agreement, M&T Bank Corporation and its subsidiaries (collectively "M&T"), and their respective employees, agents and representatives from any and all claims, suits, or demands, including attorney fees, which may be made against them resulting from any act or omission of ECC in the performance of its duties imposed by and performed under the terms of this Agreement, except such claims, suits or demands occasioned by acts of recklessness or willful misconduct by the person to be indemnified.
8. Limitation of Liability. ECC shall not be liable to the Foundation for any consequential, indirect or special damages arising under this agreement, even if ECC has been advised of the possibility of such damages. Furthermore, ECC shall not be liable for any amount under this agreement relating to ECC services or under any contract, negligence, strict liability or other legal or equitable theory. Notwithstanding the foregoing, ECC shall be liable to the Foundation to the extent of sums paid to ECC under this Agreement for breach by ECC of this Agreement.
9. Insurance. ECC shall comply with the insurance requirements in Exhibit A (Insurance) attached hereto and made a part hereof. The Foundation agrees to provide evidence of insurance in the amounts set forth in Category G on the Schedule attached hereto and made a part hereof in Exhibit B.
10. Miscellaneous.
(a) No assignment. Except by reason of merger or acquisition or as otherwise provided in this Agreement, neither party shall have the right to assign, transfer, subcontract, or sublicense any of its obligations or benefit under this Agreement without the prior written consent of the other party. Except as otherwise provided herein, this Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties.
(b) Notices. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when mailed by prepaid certified or registered United States mail, when sent by commercial overnight courier service with
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tracking capabilities or by facsimile (if confirmed by writing mailed by prepaid certified or registered United States mail within 48 hours after such facsimile transmission), to the respective addressee of each party at the address or facsimile number set forth below, or such other address or facsimile number as such party last provided to the other party by written notice.
(i} For notices to ECC: Erie Community College Attn: Richard C. Washousky Executive VP of Academic Affairs 6205 Main Street Williamsville, NY 14221 [Fax: 716-851-1418]
With a copy.to: ECC Kristin Klein Wheaton Executive VP of Legal Affairs 4041 Southwestern Blvd, Room 1208 Orchard Park, NY 14127
(ii) For notices to the Foundation:
Westminster Foundation 465 Main Street, Suite 510 Buffalo, NY 14203 [Fax: 716-842-5200]
(c) No waiver. The failure of either party to enforce its rights under this Agreement at
any time for any period shall not be construed as a waiver of such rights.
(d) Relation of the parties. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer or agent of the other party and shall not bind nor attempt to bind the other party to any contract.
(e) Amendment. No changes or modifications to or waivers of any provision of this Agreement shall be effective unless evidenced in a written amendment that is signed by both parties.
(f) Effect of illegality. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
(g) Choice of law. This Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. The sole jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state and federal courts located in Erie County, New York.
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(h) Headings. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.
(i) Force majeure. A party shall not be liable for nonperformance or delay in performance (other than of obligations regarding confidentiality) caused by any event reasonably beyond the control of such party including, but not limited to wars, hostilities, revolutions, riots, civil commotion, national emergency, strikes, lockouts, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo, or any other act of God, internet, electric power or communications outage, or any law, proclamation, regulation, ordinance of any court, government or governmental agency.
G) Executory. This Agreement shall be deemed executory only to the extent of the monies appropriated and available for the purpose of the Agreement and no liability on account thereof shall be incurred by Erie Community College or the County of Erie beyond the amount of such monies.
(k) Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid or void or unenforceable, the remainder of the terms and provisions of this Agreement shall in no way be affected, impaired, or invalidated, and to the extent permitted by applicable law, any such term, or provision shall be restricted in applicability or reformed to the minimum extent required for such to be enforceable. This provision shall be interpreted and enforced to give effect to the original written intent of the parties prior to the determination of such invalidity or unenforceability.
(1) Entire agreement. This Agreement, including Exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all proposals, oral or written, all negotiations, conversations, discussions or agreements between or among the parties relating to the subject matter. In the event of any conflict or inconsistency between any Exhibit and any term or condition of this Agreement, the term or condition of this Agreement shall control.
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Each of the parties has caused this Agreement to be executed by an authorized officer of such party as of the date set forth at the beginning of this Agreement.
WESTMINSTER FOUNDATION
By: _________________________
David K. Chamberlain, Vice Chairman Date: _________________________________
ERIE COMMUNITY COLLEGE By: _________________________ Jack Quinn, President Date: _____________________
STATE OF NEW YORK COUNTY OF ERIE On the day of , before me personally came Jack Quinn, to me known to be the individual described in, and who, executed, the foregoing instrument and acknowledge that he executed the same.
Notary Public
APPROVED AS TO CONTENT: APPROVED AS TO FORM:
By: Richard C. Washousky Executive Vice President for Academic Affairs
By: Kristin Klein Wheaton, Esq. Executive Vice Pres. for Legal Affairs
Date Date Board of Trustee Approval Date: August__, 2016 Doc.#__ 2016 __________________
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I Union Affiliation
EXHIBIT A JOB DESCRIPTION
Job Developer ECC
Job Group:
I
DISTINGUISHING FEATURES OF THE CLASS: The work involves working with a project coordinator in developing training programs for disadvantaged
adults in a Two-Generation Program. The programs developed under grant funding may evolve into
regularly funded college programs. The incumbent has direct contact with program clientele and
analyzes data from individuals and the community to develop effective programs to benefit both. Does
related work as required.
TYPICAL WORK ACTIVITIES:
Direct contact with Program clientele to determine work-force needs and develops training related
programs as needed;
Assists college administrators in performance of work;
Collects, analyzes and prepares occupational information to facilitate placement;
Observes jobs and interviews workers to determine job requirements;
Analyzes occupational data - physical/mental, training requirements;
Collects, organizes and analyzes information about individuals through record, tests, interviews,
and other sources to appraise their interests, aptitudes, abilities and personality characteristics;
Engages in research and follow-up activities to evaluate placement and training effectiveness;
May teach seminars;
KNOWLEDGE,SKILLS AND ABILITIES: Good knowledge of vocational training and curriculum development; good knowledge of local
community in terms of social and economic needs; good knowledge of training program development
for disadvantaged youth; ability to counsel disadvantaged youth in vocational and educational training
programs; ability to develop programs in vocational areas; sound professional judgment; initiative;
physically capable of performing the essential functions of the position with or without reasonable
accommodation.
MINIMUM QUALIFICATIONS: Graduation from a regionally accredited two (2) year college with an Associate's degree and four (4)
years of vocational education experience.
Special Requirements: Education to Recovery Program- North Campus
AAECC -Job Group IX -Salary $41,277.13
Please include cover letter, current resume and unofficial transcripts with application.
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INSURANCE
ECC shall provide to the Foundation a certificate of insurance evidencing the following insurance coverage and a copy of the additional insured endorsement is to be included with the certificate. This endorsement may be provided as a "blanket waiver" endorsement. Such certificate and endorsement shall be updated or reissued as necessary to demonstrate coverage for all periods in which this Agreement is in effect. It is acknowledged and agreed that ECC through Erie County, may be self-insured for any or all of the insurance requirements set forth below.
Workers Compensation: Limits Statutory Limits
$100,000 Employer's Liability
Note: Owners are not to be excluded from Worker's Compensation Coverage.
Commercial General Liability: Limits $1,000,000 Each Occurrence Bodily Injury and Property Damage
$2,000,000 General Aggregate $1,000,000 Products-Completed Operations Aggregate (to be maintained for a minimum period of two years after final payment) $1,000,000 Personal Injury & Advertising Injury $ 50,000 Fire Damage $ 5,000 Medical Expense
Note: Property Damage Liability Insurance shall include endorsements for the following hazards: X (explosion), C (Collapse), U (Underground)
The Foundation and M&T Bank Corporation and all its subsidiaries must be named as an "Additional lnsured" under the Commercial General Liability Policy. A waiver of subrogation shall apply.
Excess liability coverage Limits $1,000,000 per Occurrence Follow form coverage requested.
All of the above policies must be endorsed to contain a provision that the policies will not be canceled without 30 days advance written notice by certified mail to the Foundation from ECC. The insurance requirements of this Exhibit may be satisfied by means of underlying policies and an Umbrella Liability policy.
