AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING,
INC. AND YAI NATIONAL INSTITUTE FOR PEOPLE WITH
DISABILITIES FOR THE LICENSING AND USE OF THE EVCI
INTERACTIVE VIDEO/AUDIO/DATA NETWORK
W I T N E S S E T H
AGREEMENT made this 31st day of August 2000, between EDUCATIONAL VIDEO
CONFERENCING, INC. (hereinafter "EVCI"), with offices located at 35 East Grassy
Sprain Road, Yonkers, New York 10710, and YAI NATIONAL INSTITUTE FOR PEOPLE WITH
DISABILITIES (hereinafter "YAI"), with offices located at 460 West 34th Street,
New York, NY 10001.
WHEREAS, YAI is an organization which provides services for individuals
with developmental disabilities; and
WHEREAS, YAI desires to lease two-way, interactive, video conferencing
capabilities using broadband, high-speed, IP connectivity; and
WHEREAS, EVCI has the ability to provide an infrastructure and
communications Network that will allow two-way, interactive, video conferencing
capabilities using broadband, high-speed, IP connectivity over commercially
available telecommunications lines; and
WHEREAS, YAI desires to provide five (5) of its facilities with access to
internal courses and programs, professional development and higher education
courses and programs for professional staff, and other programs and courses as
deemed suitable for YAI community members over such Network; and
WHEREAS, EVCI has the ability to provide such courses and programs.
NOW, THEREFORE, it is hereby agreed as follows:
1. EVCI agrees that it will provide an interactive video conferencing
Network (The Network) that will give YAI the ability to communicate
both (i) between its various sites, and (ii) between its sites and
other providers of educational and training materials utilizing EVCI
and (iii) between its sites and other mutually agreed upon EVCI
subscribers, using video\audio\data. EVCI shall provide the ATM Line
Terminator. YAI shall obtain all necessary telecommunication lines
from a third party ("Telecom Provider"). EVCI shall assume
responsibility for the interface between the Network and the Telecom
Provider and shall notify YAI and the Telecom Provider of problems
related to the communication lines and cooperate with the Telecom
Provider to correct such problems, but shall not otherwise be
responsible or liable for failures in the Network to the extent that
such failures are attributable to failures or faults in the Telecom
Provider lines.
2. EVCI will deploy a two-way, interactive, near 30 frames-per-second
quality, interactive, video conference Network to five (5) YAI sites
as set forth in Exhibit A, which is attached hereto and made a part
hereof. EVCI agrees to extend the Network to additional YAI sites at
YAI's written request on terms the same as those applying to the
initial five (5) sites excluding promotional and sign on incentives.
3. YAI will indicate location and placement for Network termination
equipment, including a basic floor plan for each YAI site, which shall
also include location for termination equipment and position of all
site-based equipment. YAI shall provide complete contact information
for each building, including name and phone number of technical
contacts, room numbers, phone services, and site project contact.
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4. Network Management - EVCI will provide all related services to
maintain a seamless video communications Network, which will include
line monitoring and failure detection from the EVCI Network to the ATM
line terminator. EVCI shall replace or repair any EVCI defective
equipment in accordance with Paragraph 7, below.
5. During the term of this agreement, EVCI shall make all updates and
enhancements to the existing software and Network available to YAI at
no additional charge.
6. If the EVCI equipment is lost, stolen or damaged while under the care,
custody or control of YAI, YAI shall repair or replace the equipment
as soon as reasonably practicable, or reimburse EVCI the cost of
repairing or replacing the equipment within 30 days of such loss or
damage.
7. EVCI will deploy the required technical and non-technical personnel
resources to design and maintain the capability of the Network as
described herein, at EVCI's expense. At the request of YAI, EVCI will
check the Network in advance of scheduled courses or presentations. In
the event that YAI becomes aware of technical problems affecting the
operation of the Network, YAI shall promptly notify EVCI, providing an
accurate description of the problem. Within 30 minutes of receiving
such a report and description from YAI, EVCI shall provide YAI with a
good faith estimate of the time required to correct the problem in
order to facilitate any rescheduling of courses which may be required
by YAI. EVCI will dispatch personnel before the close of business on
the day after the request for service has been made. If there is a
need to replace equipment, EVCI shall have the needed equipment
ordered and shipped overnight, and installed by the close of business
within two (2) days following receipt of new equipment.
8. EVCI will maintain a help desk service to provide customer support and
problem solving that will specifically deal with issues surrounding
the EVCI video conferencing Network as required for all scheduled
classes or programs offered over the Network, 24 hours a day, seven
days a week.
9. EVCI will provide, as needed, an EVCI employee to YAI to train YAI
staff and coordinate the EVCI/YAI programs.
10. YAI shall cooperate with and assist EVCI in marketing courses and
programs to YAI employees and staff. EVCI may utilize the equipment
and network at mutually convenient times at EVCI's expense to
demonstrate the Network for other potential users.
11. YAI shall have the right during the term of this agreement to market
select EVCI products, as mutually determined by the parties. YAI shall
identify any prospective client to whom it intends to market EVCI
programs and secure written authority from EVCI to proceed prior to
any contact with said client. EVCI shall grant or deny such
authorization within three (3) days of receipt of identification. Any
denial of authorization shall be for cause and shall be accompanied by
an explanation.
12. YAI shall be solely responsible for all costs for its own marketing,
advertising, and promotion regarding EVCI's offerings to YAI approved
clients. EVCI shall provide master copies of promotional information,
and course schedules to enable YAI to reproduce the information for
marketing and enrollment purposes including a co-marketing brochure
and publication on the YAI web site if applicable. Except as described
herein, neither party shall utilize the other's name or any associated
names, trademarks, copyrights, etc., without prior written consent of
the other party, which shall not be unreasonable withheld.
13. If a YAI client desires to purchase network, corporate training or
educational content through YAI and YAI has written authority from
EVCI to pursue such client, then EVCI use its best efforts to enter
into a contract with such client.
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14. If EVCI enters into a contract with an authorized YAI client, EVCI
shall pay to YAI five percent (5%) of the annual EVCI revenue that is
generated and collected through such customers for network, courses,
programs and services offered by EVCI as a result of YAI's efforts.
EVCI shall make such payments, if required, quarterly on the 15th day
of the month following the end of each quarter. YAI shall have the
right to audit EVCI's books and records once every year to ascertain
EVCI's compliance with this paragraph. In the even that such audit
shows an underpayment greater than 3%, EVCI shall reimburse YAI for
the expense of the audit. The obligations of this paragraph shall
survive the expiration or termination of this agreement.
15. Term of Agreement: The basic term of this agreement shall be three (3)
years, commencing on the Effective Dates. The Effective Dates of this
Agreement shall be the dates that the Network is available for use on
each of the five (5) sites. EVCI shall advise YAI in writing of such
dates (and accepted by YAI as operational). This agreement shall
automatically be renewed for further terms of one (1) year each at
EVCI's then existing pricing for not for profits unless YAI gives EVCI
written notice of non-renewal at least thirty (30) days before the end
of the basic term or any renewal term or unless EVCI ceases providing
services of the type covered by this agreement to customers generally
and gives YAI written notice of such cessation at least six (6) months
before the end of any renewal term. YAI shall have the right to
terminate this agreement at any time in the event of a material
problem with the Network or a material breach of this agreement by
EVCI as follows: YAI shall provide EVCI with written notice (the
"Default Notice") specifying the manner in which EVCI is in default
under the agreement. Upon receipt of such notice, EVCI shall have
ninety (90) days to cure the default. YAI shall give EVCI every
opportunity to cure the default and, to the extent that the default
does not interfere with continued use of the Network, shall continue
to use the Network during the cure period in the same manner as it
used the Network prior to the Default Notice. If at the end of the
cure period EVCI has not cured the default, then this agreement shall
terminate immediately or, if there are any scheduled programs or
classes, at the end of such programs or classes, provided the default
does not interfere with the provision of such programs or classes.
16. Payment: YAI shall pay to EVCI, the monthly fee set forth in Exhibit
A, commencing the Effective Dates of this Agreement and on the first
day of each month thereafter, during the term of this Agreement. If
the Effective Dates are not the first day of a month, the first and
last month fee shall be pro-rated accordingly.
17. Service Guarantee - In the event that EVCI is unable to deliver
scheduled courses due to Network failure not attributable to the
Telecom Provider, then YAI shall have no obligation to pay EVCI the
student station charges for the stations scheduled to receive such
course(s) for the month(s) in which the failure to deliver courses
occurs.
18. It is expressly agreed and understood that neither party shall be
liable for incidental, special or consequential damages for any breach
or violation of this agreement.
19. No valid modification, amendment, or deletion may be made to this
Agreement, except in writing, and executed by the parties in
substantially the same manner as this Agreement.
20. Any and all notices required hereunder shall be by Certified Mail,
Return Receipt Requested, to each party's address as follows:
For EVCI For YAI
Dr John McGrath Barbara Sealey
President Assistant Director
EVCI YAI National Institute for People with
35 East Grassy Sprain Disabilities
Road 460 West 34th Street
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Yonkers, NY 10710 New York, NY 10001
21. If any portion of this agreement shall be found to be void, voidable
or unenforceable, it shall not affect the validity of the remainder of
the Agreement.
22. This agreement shall be binding on the respective parties' heirs,
successors, and assigns. EVCI may assign its rights and obligations
under this Agreement only upon prior written notice of at least six
(6) months. Upon receipt of such notice, YAI may terminate this
Agreement at any time prior to the effective date of such assignment
by written notice to EVCI.
23. The parties agree that any disputes or disagreements arising
hereunder, or in connection herewith, shall be settled by binding
arbitration before the American Arbitration Association at their
offices located in New York City, New York, and that any judgment
awarded thereunder may be entered in any court of appropriate
jurisdiction, and will have full force and effect therein.
24. This agreement shall be construed in accordance with, and governed by,
the laws of the State of New York.
25. The foregoing constitutes the entire agreement between the parties,
and any other agreements or representations, whether verbal or
written, if not contained herein, are void, of no effect, and are not
binding upon the parties.
In witness whereof the parties have hereunto set their hands and seal the
date that first appears above.
YAI National Institute for People with Disabilities
By: /S/ BARBARA SEALEY Date: 8/31/00
-------------------------------- --------------------------
Title: ASSISTANT DIRECTOR
-----------------------------
EDUCATIONAL VIDEO CONFERENCING, INC.
By: /S/ JOHN J. MCGRATH, PHD. Date: 8/31/00
-------------------------------- --------------------------
Title: PRESIDENT
-----------------------------
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EXHIBIT A
EVCI INTERACTIVE NETWORK
IMPLEMENTATION PROJECT FOR
YAI NATIONAL INSTITUTE FOR PEOPLE WITH DISABILITIES
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PROJECT PLAN
EVCI shall place one (1) TEACHER STATION (TS) in the Administrative site and one
(1) SMALL ROOM STATION (SRS) in each of the five (5) sites that have been
identified for inclusion in the Project. The cost, benefits and features for
implementation of the Project are identified below:
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EVCI INTERACTIVITY NETWORK MONTHLY CHARGE
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1) SMALL ROOM STATION (SRS) $ 316
Features: One Dell Pentium III 700 MHz (128 mb ram)
Two 21" Dell Monitors
One Monitor Splitter
One Intel Proshare Video Camera and Package One
Keyboard One Microphone One Mouse Unit EVCI
Proprietary Software License Package Teacher/Student
Facilitation Software Near 30 Frames-per-Second
Delivery Connection Cables Speakers Microsoft Word,
Excel, PowerPoint, Paint
Benefits: o Station converts from a Teacher Station to a
Student Station for maximum utilization.
o Two large monitors permit expanded student
access to programs.
o Complete live, interactivity is available either
through point-to-point or multi-point connectivity.
2) TEACHER STATION (TS) $ 295
Features: One Dell Pentium III 700 MHz (128 mb ram)
One 21" Trinitron Monitor One Intel Proshare Video
Camera and Package One Keyboard One Microphone One
Mouse Unit One Document Scanner EVCI Proprietary
Software License Package Teacher/Student Facilitation
Software Near 30 Frames-per-Second Delivery
Connection Cables Speakers Microsoft Word, Excel,
PowerPoint, Paint
Benefits: o Station converts from a Teacher Station to a
Student Station for maximum utilization.
o Allows instructor to use video, Internet, and white
board as teaching tools.
o Complete live, interactivity is available either
through point-to-point or multi-point connectivity.
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3) SITE LOCATION SUPPORT $ 234
Features: Scheduling Maintenance
Installation Assistance
24/7 Help Desk Assistance Services
Software Updating
Line and Equipment Maintenance and Monitoring
Professional Training and Support(1)
Problem Solving
Online Downloads
Benefits: o Continuous, round-the-clock access to assistance
for equipment and programs
o Teacher development in educational technology
o Administrative support for programs
(1) EVCI is concerned that the best quality of presentation and
instruction be offered through their systems. Instructors who will be
teaching over EVCI/SRS systems are provided up to two (2), 8-hour
training sessions, for up to 15 people, at NO ADDITIONAL COST.
Instructors teaching over EVCI/TS systems are provided with one (1),
four-hour training session on class design at NO ADDITIONAL COST. This
will provide the YAI instructors the opportunity to create
video-friendly content while adapting classroom content to video
delivery. Instruction is delivered to each site from top-quality
professionals from top-ranking instructional institutions. Content will
include such topics as: Distance Learning Techniques, Technology for
the Teacher and Creative Curriculum Development. Any further training
will be made available at a small cost.
4) EVCI HOURLY UTILIZATION (Estimated) $ 1,200(2)
Features: Bridging for point-to-point/multipoint
connections
Reserved time assignments
24/7 Network Connectivity
Failure detection, replacement and/or repair
Network Management
Benefits: o Guaranteed access to the Network
o Support Safety Net
(2) This figure is based upon utilization of the equipment
approximately 10 hours per week on each unit for 40 hours per month (@
$5 per hour). YAI will receive a monthly EVCI Promotional Rebate for
usage on Bell Atlantic ATM DS1 installations made before 10/31/00 (to
be applied below).
5) EVCI CONTENT UTILIZATION INCENTIVES
Features: Applies to any EVCI-provider courses or content from the
2,500+ courses and/or 250+ degree programs that are
currently available from EVCI and which are delivered over
the EVCI Network to employees of or relatives of employees
of YAI. Applies to any EVCI-provider professional
development content delivered to any YAI site included in
the project.
Benefits: o A 10% credit based on the cost of tuition for curriculum,
and/or courses and/or training and/or degrees, will be
rebated back to YAI program costs and/or any other
determined utilization. o Incentive for employees and their
family members to utilize equipment to take courses for
their own professional and personal development.
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6) DIGITALIZED VIDEO ARCHIVING AND RETRIEVAL $ (3)
Features: Allows for in-house training, EVCI-provider courses, and
EVCI-provider professional development content to be
recorded and stored for future reference.
Benefits: o Immediate access to courses and content not attended by
employees at multiple locations.
o Use as an aid in training new instructors.
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(3) Dollar amount for digitalized video archiving and retrieval is
dependent upon the amount of hours utilized by YAI. Cost for archiving
and retrieval will be established by EVCI.
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BELL ATLANTIC TELECONNECTIVITY NETWORK
A) ATM DS1 CONNECTIONS
As a co-partner with EVCI, Bell Atlantic will design and price an ATM
DS1-area Network for YAI, which would be dedicated to serving the five
(5) sites involved in the Project. ATM operates on higher data rates
to support voice, video and data transmissions over fiber optic
facilities. ATM provides guaranteed business quality service to ensure
successful end-to-end transmission for the duration of a
teaching/learning/conferencing session. The details of the Project
Implementation Plan from Bell Atlantic, which includes monthly
services, fees and charges, is available from Bell Atlantic.
B) EVCI PROMOTIONAL REBATES
As indicated above, each site within the Project will receive a
monthly Rebate of $250.
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SUMMARY PROPOSAL FOR YAI - NATIONAL INSTITUTE FOR PEOPLE WITH DISABILITIES
YAI Administrative Office, New York, NY
YAI Long Island Services Office, Mineola, NY
Marine Park Multi-Service Center, Brooklyn, NY
Bayside Multi-Service
Center, Bayside, NY
Tarrytown Multi-Service Center, Tarrytown, NY
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I. MONTHLY PROGRAM COST FOR SRS PER SITE
1. SRS Unit 316
2. Site Location Support 234
3. Hourly Utilization (assumes 40 hours per month) 200
4. EVCI Tele-connectivity Rebate Offer (assumes a Bell Atlantic ATM DS1
connection) - 250
TOTAL MONTHLY COST PER SITE $ 500
II. MONTHLY PROGRAM COST FOR TS AT ADMINISTRATIVE OFFICE
1. TS Unit $ 295
2. Hourly Utilization (assumes 40 hours per month) $ 200
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TOTAL MONTHLY COST FOR TS $ 495
III. MONTHLY PROGRAM COST FOR 5 YAI SITES $ 2,995
IV. YEARLY PROGRAM COST FOR 5 YAI SITES $ 35,940
V. Special SIGN-ON Incentive $ 8,985
As a special incentive for early
action clients, EVCI is offering
the FIRST THREE MONTHS OF SERVICE
AT NO CHARGE. The incentive, which
expires 8/31/00, is designed to
allow EVCI to work closely with
clients to establish the highest
quality Network design, service and
support in the start-up phase of
the Project, while permitting
clients the full benefit and
enjoyment of all services and
programs.
3 months x $500 per month = $1,500
3 months x $495 per month = $1,485
($1,500 x 5 sites) + $1495=8985
VI. ADJUSTED YEARLY PROGRAM COST FOR YAI AFTER
SIGN-ON INCENTIVE IS APPLIED (YEAR ONE) $ 26,955
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VII. DIGITALIZED VIDEO ARCHIVING AND RETRIEVAL
YAI will be able to record training and educational courses and content to
use for future reference at a fee of $30 per hour for archiving and $8 per
hour per station for retrieval.
VIII.BREAK-EVEN MODEL (YEAR ONE)
YAI may be able to offset the cost of the network through the EVCI Content
Utilization Incentive. With this incentive, ten percent (10%) of the cost
of EVCI-provider courses taken by employees is used toward the cost of the
Network. Thereby allowing employees to develop professionally and
personally while benefiting YAI.
(Assuming students take courses provided by Adelphi University)
If 67 YAI employees were to each register for four (4) courses with Adelphi
University at $1300 per course (estimating that Adelphi charges $433 per
credit for YAI employees), they would be spending $348,400. Ten percent
(10%) of the cost of the courses, or $34,840 would be credited to YAI's
adjusted yearly program cost. Thus, resulting in zero (0) EVCI cost to YAI
for the first year.
IX. Economic Benefits Model
YAI may avoid costs associated with hiring and increase its employee
retention rate by improved accessibility to training courses. If current
and new employees are trained more efficiently the probability of them
continuing to work for a longer period of time at YAI could increase.
Therefore, with an increase in retention comes a decrease in advertising,
hiring, and production loss costs for YAI.
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