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Home My WebLink AboutC09-116 Hands On NetworkTERM SHEET 1) Requested hearing date: For county manager signature only 2) For County Manager signature:' Yes, for $250.00 3) Requesting department: Eagle County Volunteer Center 4) Title: Hands On Network, Action Center Affiliate Membership Agreement 5) Check one: Consent: X On the Record: 6) Staff submitting: Holly Kasper, Volunteer Center Coordinator, 970 - 328 -8843 7) Purpose: Affiliation with the Hands On Network provides support to the Eagle County Volunteer Center with a variety of online resources and training materials, up to date information on best practices in volunteer management, discounts on National Conferences, and the opportunity to apply for different funding opportunities and grants. 8) 9) 9) Schedule: Naa,-G ' lqv Financial considerations: The affiliation costs $250.00/ year. The Volunteer Center has budgeted for this cost. Other: ,1 7C- 4 2005 V� �O�NFY k-I I ,4 \01 AP D AS TO FORM By: Eagle County Attorney'# office By: Eagle Gcanty co m leslanate' Office • 3 .a� On NETWORK Action Center Affiliate Membership Agreement This Action Center Affiliate Membership Agreement (this "Agreement ") is entered into by and between Hands On Network, Inc., a Georgia non - profit corporation ( "HandsOn Network" or "HON "), and the undersigned affiliate (the "Affiliate "), as of this day of 2009 (the "Effective Date "). Recitals: A. HandsOn Network is a leading business unit within the Points of Light Institute ( "POLI ") with a mission to inspire, equip and mobilize people to take action that changes the world. B. HandsOn Network relies on its affiliate network (which includes over 260 civic action center affiliates serving over 83% of the American population and a number of international communities) to achieve its mission. C. Benefits of affiliating with HandsOn Network include: (i) the opportunity to nominate members for the POLI board of directors, and eligibility for Affiliate staff, volunteers and board members to serve on the POLI board of directors; (ii) access to virtual support center, online resources and access to training materials; (iii) member discount for the National Conference on Volunteering & Service; (iv) the opportunity to participate in executive leadership retreat; (v) access to funds supporting Peer Exchange, to visit a fellow affiliate to share effective practices; (vi) access to member -only list serves; (vii) the opportunity to participate in online and in- person learning sessions; (viii) the opportunity to participate in and access resources promoting signature events; (ix) the opportunity to adopt HON branding, brand assets and local programming with national media campaigns; (x) access to local project management for HON corporate partners; (xi) the opportunity to purchase HON supported technology product; (xii) subscription access to publications and services that enhance your work; (xiii) eligibility for Affiliate's staff/board to join the Leadership Faculty; (xiv) multiple funding opportunities /competitive grants correlating to each category of membership; and (xv) eligibility to host National Service members. D. HandsOn Network and the Affiliate desire to enter into this Agreement to set forth guidelines governing the relationship between HandsOn Network and the Affiliate which guidelines are intended to create a mutually supportive and sustainable partnership in which HandsOn Network's mission, values, model and standards will be met. ATLANTA:5068558.4 DRAFT NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HandsOn Network and the Affiliate agree as follows: 1. Obligations During the Term of Agreement. During the term of this Agreement, the parties shall fulfill the following obligations. a. Obligations of HandsOn Network. During the term of this Agreement, HandsOn Network shall: i. Upon request, provide copies of Points Of Light Institute's audited financials to Affiliate. Affiliate shall not be entitled to more than one (1) such request per calendar year. ii. Materially comply with all applicable laws to HandsOn Network and establish processes and procedures based upon generally agreed upon ethical standards of business operation, such as following generally accepted accounting principles, conducting one annual organizational audit or review, maintaining adequate insurance coverage as determined by Points Of Light Institute's board of directors, and complying with applicable IRS regulations regarding HandsOn Network's tax - exempt status. iii. Provide six (6) months' notice to Affiliate about increases of ten percent (10 %) or more in Affiliate's membership dues. iv. Obtain Affiliate's written consent (which consent shall not be unreasonable withheld) prior to granting a new membership to any applicant that (i) submits an application for membership to the HandsOn Network affiliate network after the Effective Date and (ii) maintains a principal address within the Metropolitan Statistical Area ( "MSA ") of Affiliate. V. Perform the following obligations that are unique to the membership categories of engagement, mobilization and transformation. If the membership category selected below by Affiliate is engagement membership ("Engagement Affiliation "), HandsOn Network shall perform the additional obligations identified in the Engagement Affiliation column of the below table. If the membership category selected below by the Affiliate is mobilization membership ( "Mobilization Affiliation "), HandsOn Network shall perform the additional obligations identified in the Mobilization Affiliation column of the below table. If the membership category selected below by the Affiliate is transformation membership ( "Transformation Affiliation "), HandsOn Network shall perform the additional obligations identified in the Transformation Affiliation column of the below table. EAitAGEIIENT AFIItIIgIATt£)N Me�BI1IZATIf1! AFFII.IA1Ct1+l' °° ; "A)*+i'UATIbI Provide Affiliate with access to Provide Affiliate with access to Provide Affiliate with access to Engagement funding opportunities Mobilization funding opportunities Transformation funding opportunities ATLANTA:5068558.4 DRAFr ENGAGEMENT AFFILIATION MOBILIZATION AFFILIATION TRANSFORMATION AFFILIATION Provide Affiliate with the Provide Affiliate with the Provide Affiliate with the opportunity to host up to three (3) opportunity to host up to eight (8) opportunity to host up to twenty (20) National Service members National Service members National Service members (contingent on successful application (contingent on successful application (contingent on successful application and resource availability). and resource availability). and resource availability). Provide Affiliate with designated Provide Affiliate with designated Affiliate Advancement staff point of Affiliate Advancement staff point of contact. contact. Provide Affiliate with funded opportunities to represent HandsOn MENIMEM Network at national or global gatherings, conferences or events. b. Obligations of Affiliate. During the term of this Agreement, Affiliate shall: i. Adopt a mission, values and goals which align with the mission, values and goals of HandsOn Network. ii. Designate a director and/or a leadership team responsible for the continued development of the entity. iii. Unless otherwise agreed to in writing by HandsOn Network and Affiliate, pay the then current annual membership dues to HandsOn Network within 30 days of invoice. iv. Publicize membership in HandsOn Network by including the HandsOn Network "Logos" and "Tagline" on its marketing materials, advertising and websites. The "Logos" shall mean the logo of HON as set forth in Exhibit A. The "Tagline" shall mean the "Be the Change." Electronic versions of the Logos are available at: http: / /www.handsonnetwork.org/plug -in /action- centersibrand- assets. V. Complete HandsOn Network's annual affiliate report.2 vi. Maintain an online presence that facilitates engaging volunteers in meaningful volunteer opportunities. vii. Cooperate, in good faith, with HandsOn Network to identify a geographic territory that is agreeable to Affiliate, HandsOn Network and HandsOn Network's current affiliates (including Legacy Organizations (as defined below)). s viii. Refrain from misconduct having a material negative impact on HandsOn Network including, but not limited to, fraud, theft, falsification of federal documents, use of HandsOn Network's licensed materials without its written consent, making derogatory or disparaging remarks toward HandsOn Network, 1 Despite the provisions of Section I (b)(iii), HandsOn Network does not wish for membership dues to be a barrier to joining the HandsOn Network affiliate membership. Accordingly, if payment of membership dues presents the primary challenge in joining in affiliation with HandsOn Network, contact HandsOn Network at membership @handsonnetork.org to explore payment plan options. 2 Opportunities to compete for HandsOn Network's grants will not be considered if the annual affiliate report is not current. s In the Fall of 2008, all legacy Points of Light and all legacy HandsOn Network affiliates (collectively "Legacy Organizations ") were permitted to reapply for affiliate membership. Legacy Organizations that were in good standing at the time of renewal were granted membership affiliation without regard to overlapping geographic territory. 3 ATLANTA:5068558.4 DRAFT its management or its services and conduct similar to the foregoing (collectively, "Prohibited Conduct "). Any engagement in Prohibited Conduct by Affiliate, will lead to a review of Affiliate by the Network Advancement Department of HandsOn Network and, pursuant to the provisions of Section 3(b) below, may lead to immediate termination of Affiliate's membership. ix. Maintain a current directors and officers (D &O), or similar, insurance policy (recommended coverage minimum $1M) and a current volunteer liability policy (recommended coverage minimum $1M).4 4 HandsOn Network recommends Affiliate maintain provertv and other liabilitv insurance policies as appropriate in Affilinte'c ��'.GACs" � %1?��IIAiIUT MU��2"A"iCl "ttll`1LIiA`I"�Q►l ':��, `�''+�1!�lrl ; . Build the capacity for effective Build the capacity for effective Build the capacity for effective volunteering through ONE of the volunteering through BOTH of the volunteering through BOTH of the following at least ONCE annually: following at least TWICE annually: following at least TWICE annually: Learning opportunities for Learning opportunities for Learning opportunities for nonprofits, volunteer managers and nonprofits, volunteer managers and nonprofits, volunteer managers and corporate partners on effective corporate partners on effective corporate partners on effective practices in volunteer engagement practices in volunteer engagement practices in volunteer engagement and corporate and social and corporate and social and corporate and social responsibility; responsibility; responsibility; -------------------- OR-------------- - - - - -- ------------- - - - - -- AND------------- - - - - -- ------------------- AND------------- - - - - -- Training of volunteer leaders Training of volunteer leaders Training of volunteer leaders equipped to lead others in service. equipped to lead others in service. equipped to lead others in service. Create an annual initiative that Create an annual initiative that Create an annual initiative that heightens awareness of volunteering heightens awareness of volunteering heightens awareness of volunteering through EITHER: through BOTH: through BOTH: Recognizing community volunteers Recognizing community volunteers Recognizing community volunteers (individuals or groups); (individuals or groups); (individuals or groups); -------------------- OR-------------- - - - - -- ------------- - - - - -- AND------------- - - - - -- ------------------- AND------------- - - - - -- Engaging the community in a day of Engaging the community in a day of Engaging the community in a day of service open to the community. service open to the community. service open to the community. Create or collaborate on ONE out of Create or collaborate on THREE+ Create or collaborate on FOUR+ out FIVE signature events (or another out of FIVE signature events (or of FIVE signature events (or another day of service open to the another day of service open to the day of service open to the community) such as: community) such as: community): MLK Initiative • National Volunteer MLK Initiative • National Volunteer MLK Initiative • National Volunteer Week • Corporate Month of Service Week • Corporate Month of Service Week • Corporate Month of Service • Make a Difference Day • Family • Make a Difference Day • Family • Make a Difference Day • Family Volunteer Day Volunteer Day Volunteer Day Provide an ongoing menu of service Provide an ongoing menu of service opportunities in partnership with a opportunities in partnership with a broad diversity of community -based broad diversity of community -based nonprofit agencies and /or schools nonprofit agencies and /or schools with specific time and date available with specific time and date available to the community at large. to the community at large. M ATLANTA:5068558.4 DRAFT X. Maintain continued qualification for exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code "); provided, however, Affiliate is not required to maintain a separate 501(c)(3) tax - exempt status, if Affiliate is (a) a tax - exempt governmental entity, (b) a department or program operated under a tax - exempt governmental entity or (c) a program operated under a 501(c)(3) tax - exempt entity. xi. Perform the following obligations that are unique to the membership categories of engagement, mobilization and transformation. If the membership category selected below by Affiliate is engagement membership ("Engagement Affiliation "), Affiliate shall perform the additional obligations identified in the Engagement Affiliation column of the below table. If the membership category selected below by the Affiliate is mobilization membership ( "Mobilization Affiliation "), Affiliate shall perform the additional obligations identified in the Mobilization Affiliation column of the below table. If the membership category selected below by the Affiliate is transformation membership ( "Transformation Affiliation'), Affiliate shall perform the additional obligations identified in the Transformation Affiliation column of the below table. state. ATLANTA:5068558.4 DRAFT 2. Use of Tagline and Logo. a. HandsOn Network hereby grants to Affiliate a personal worldwide, royalty -free, non- exclusive nontransferable, non - assignable, non -sub licensable right and license to use the Tagline and Logos during the term of this Agreement and for the sole purpose of performing Affiliates' obligations under this Agreement. HandsOn Network shall at all times have the right to evaluate, reasonably approve, or reasonably disapprove, Affiliate's use of the Tagline and Logos, and Affiliate shall cooperate in HandsOn Network's review of Affiliate's use of the Tagline and Logos. Upon notification by HandsOn Network to Affiliate of a departure from its standards or requirements, Affiliate shall have thirty (30) days from the date of receipt of such notice to cure such nonperformance, or if such nonperformance cannot reasonably be cured within thirty (30) days, to commence curing and to diligently prosecute such curing until completion. If Affiliate cures its nonperformance within such thirty (30) day period, or in the case of nonperformance that cannot reasonably be cured within thirty (30) days, commences curing within such thirty (30) day period and prosecutes such curing diligently until completion, Affiliate shall not be deemed to be in breach of this Agreement. b. All rights not granted in Section 2(a) are reserved by HandsOn Network. Term and Termination. a. Unless otherwise agreed to in writing by HandsOn Network and Affiliate, the term of this Agreement will begin on the Effective Date and continue for a period two (2) years thereafter. b. This Agreement may be terminated: (i) at any time by mutual written consent of both parties; (ii) upon written notice by either party in the event the other party materially breaches any of its obligations (other than engaging in Prohibited Conduct) under this Agreement and the breaching party, within thirty (30) days of receipt of such written notice, fails to cure such breach or provide the other party with a reasonable written plan for curing such breach; (iii) by Affiliate, with or without cause, upon thirty (30) days written notice to HandsOn Network; or (iv) by HandsOn Network, upon written notice to Affiliate, in the event Affiliate is determined by HandsOn Network, in HandsOn Network's sole discretion, to have engaged in any Prohibited Conduct. C. In the event either party for any reason terminates this Agreement, Affiliate must immediately cease and desist using the HandsOn Network logo and tagline. 4. Reorganization or Affiliate Closure. In the event Affiliate faces organizational instability, cessation of programming, or a fundraising crisis and cannot meet the requirements of membership as set forth in this Agreement, Affiliate will be given the option of entering into a reorganization category that will last no longer than six (6) months ( "Reorganization Period "). During the Reorganization Period, Affiliate shall submit a work plan detailing the Affiliate's redevelopment and HandsOn Network may, in its sole discretion, remove references to Affiliate from HandsOn Network's website, affiliate roster and any other collateral. If after six (6) months Affiliate has not fulfilled its work plan, HandsOn Network may, in its sole discretion, determine that Affiliate is not viable and terminate Affiliate's membership. D ATLANTA:5068558.4 DRAFT Miscellaneous. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia. No provision of this Agreement shall be construed more strictly against a party because that party or its agent prepared or is deemed to have prepared such provision. The failure of any party to exercise any right hereunder at any particular time shall not be deemed a waiver of such party's rights. Titles or captions of sections contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provisions hereof. References to the singular shall mean, where applicable, the plural. This Agreement may be executed in one or more counterparts, each of which may be deemed an original, and all of which, when taken together, shall constitute one and the same Agreement, and a facsimile signature shall have the same force and effect as an original. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] 7 ATLANTA:5068558.4 DRAFr n IN WITNESS WHEREOF, HandsOn Network and Affiliate have executed and delivered this Agreement as of the Effective Date. HANDSON NETWORK: Hands On Network, Inc. By: Name: Title: Address: HandsOn Network Attn: Affiliate Membership 600 Means Street, Suite 210 Atlanta, GA 30318 AFFILIATE: /! Name- LL- s Address: Category of Membership (check one): XEngagement —Mobilization —Transformation Please mail the original signed copy of this Agreement along with invoice and payment within 30 days to: HandsOn Network Attn: Affiliate Membership 600 Means Street, Suite 210 Atlanta, GA 30318 Any questions should be e- mailed to: membership@ handsonnetwork.org ATLANTA:5068558.4 DRAFT EXHIBIT A LOGOS OF HANDSON NETWORK (See Attached.) ATLANTA:5068558.4 DRAFT •p - Points of Light Foundation Checkout Points of Light Institute Headquarters: 600 Means Street, Suite 210 Atlanta, GA 30318 FED ID# 65- 0206641 Bill to Eagle County Volunteer Center P.O. Box 660 Eagle, CO 81631 -0660 United States (970) 328 -8843 Order Confirmation Order #: 23845 Order Date: 10/01/2008 Ship to Eagle County Volunteer Center 550 Broadway Eagle, CO 81631 -0660 United States (970) 328 -8843 Page 1 of 1 Item Description Unit Price Quantity Total Price Membership: Affiliate - Engagement ($66,000 - $211,000) $250.00 1 $250.00 Total purchases: $250.00 Total payment: $0.00 Total due: $250.00 Remit to: HandsOn Network Attn: Affiliate Membership 600 Means Street NW, Suite 210 Atlanta, GA 30318 Please indicate form of payment: Check Visa MasterCard American Express Credit Card #: exp. _/_ Card Security Code Thank you very much for supporting our belief that every person will discover their power to make a difference, creating healthy communities in vibrant democracies around the world. Please print this page for your records and refer to your order number when contacting the Points of Light Institute for assistance regarding this payment. Contact Melissa Jackson at miackson ointsofliah t.org it you have any questions. https:// www. pointsoflight .org/checkout/confinnation.cfm ?oppid =23845 3/3/2009