Common use of Affiliate’s Obligations Clause in Contracts

Affiliate’s Obligations. In addition to the specific items below, Affiliate shall conduct the Project in accordance with the standards and specifications of Exhibit B. To the extent that any specific items in Exhibit B are left to future agreement of the parties, Affiliate agrees to negotiate in good faith to reach such agreement in order to further the spirit and purposes of this Agreement. Further: a. All Experience Corps Programs run by Affiliate will be either the one-on-one tutoring model and/or in-classroom assistance model for grades K to 3, as prescribed by Experience Corps and as further detailed in Exhibit B. Any deviation from these literacy intervention models must have prior written consent from Experience Corps. b. Affiliate shall follow the plan outlined in Exhibit C, which is designed to double the size of its Project over the next 5 years. c. When requested by Experience Corps, Affiliate shall send appropriate representative(s) to Experience Corps national conferences or training sessions. d. Affiliate shall name primary points of contact, as well as alternative points of contact for each critical function associated with the Experience Corps Project. e. Affiliate shall provide Experience Corps access to Affiliate’s premises and other locations at reasonable hours to review the quality of the Licensed Services. f. Prior to the beginning of the school year, Affiliate shall complete and return to the Experience Corps National Office the Financial Management Survey set forth in Exhibit D. g. Affiliate is solely responsible for the organization, operation, publicity, fundraising, legal affairs and all other aspects of its local Project, including selection, training and supervision of members and carrying out Project activities in a proper manner. Affiliate shall notify the Experience Corps National Office if and when Affiliate is involved in any legal action or labor dispute which may in any way involve the Experience Corps Program and/or Brand. h. Affiliate shall work in cooperation with other Experience Corps Affiliates to improve the Experience Corps Network, Program, and Brand, particularly by means of sharing Project-related data, best practices, and lessons learned, as well as by other means as appropriate. i. Affiliate shall maintain financial management systems sufficient to provide all financial information reasonably necessary for prudent fiscal management of the organization; compliance with all contracts to which Affiliate is a party; and compliance with all reporting obligations under federal, state, and local tax laws and other applicable law. Affiliate shall, as reasonably necessary, consult with qualified accountants, bookkeepers, or other professionals for assistance in creating and maintaining such financial management systems. j. Affiliate shall, at Affiliate’s expense: (i) if its operating revenues as related to its Experience Corp Project are from $50,000 to $199,999, subject its financial records to review by a local independent accountant; or (ii) if its operating revenues as related to its Experience Corp Project are over $200,000, be audited by a local independent accountant on an annual basis. k. Affiliate shall name Experience In Action DBA Experience Corps, its directors, officers, employees and agents, including but not limited to volunteers, as additional insureds under the Affiliate’s comprehensive general liability insurance policy. All policies of liability insurance so obtained and maintained, including any umbrella liability insurance policies, shall name Experience In Action DBA Experience Corps, its directors, officers, employees and agents, as additional insureds. Experience Corps acknowledges that the City is self-insured up to its self-retained limits. Experience Corps acknowledges and agrees that City’s self-insurance coverage satisfies the insurance requirements outlined in this Section 3.k. herein. Affiliate has also purchased insurance for claims over its self- retained limits. The coverage provided by these methods insure general public liability and property damage. Affiliate agrees to provide Experience Corps a certificate of insurance naming Experience Corps as an additional insured, upon request, as it relates to this Agreement. l. Affiliate shall exercise reasonable care in screening and hiring Experience Corps Members, as outlined by Exhibit B, and will provide the Experience Corps National Office with a copy of the Affiliate’s Member handbook to demonstrate compliance.

Affiliate’s Obligations. In addition to the specific items below, Affiliate shall conduct the Project in accordance with the standards and specifications of Exhibit B. To the extent that any specific items in Exhibit B are left to future agreement of the parties, Affiliate agrees to negotiate in good faith to reach such agreement in order to further the spirit and purposes of this Agreement. Further: a. All AARP Experience Corps Programs run by Affiliate will be either the one-on-one tutoring model and/or in-classroom assistance model for grades K to 3, as prescribed by Experience Corps in Action and as further detailed in Exhibit B. Any deviation from these literacy intervention models must have prior written consent from Experience Corpsin Action. b. Affiliate shall follow the plan agrees to exercise reasonable diligence to meet all targets and action plans outlined in Exhibit C, which is designed to double the size of its Project over the next 5 years. c. When requested by Experience Corpsin Action, Affiliate shall send appropriate representative(s) to Experience Corps national conferences or training sessions. d. Affiliate shall name primary points of contact, as well as alternative points of contact for each critical function associated with the AARP Experience Corps Project. e. Affiliate shall provide Experience Corps in Action access to Affiliate’s premises and other locations at reasonable hours to review the quality of the Licensed Services. f. Prior No later than January 31, 2012, and prior to the beginning of the each subsequent school year, Affiliate shall complete and return to the AARP Experience Corps National Office the Financial Management Survey set forth in Exhibit D. g. Affiliate is solely responsible for the organization, operation, publicity, fundraising, legal affairs and all other aspects of its local Project, including selection, training and supervision of members and carrying out Project activities in a proper manner. Affiliate shall notify the Experience Corps National Office in Action if and when Affiliate is involved in any legal action or labor dispute which may in any way involve the AARP Experience Corps Program and/or Brandbrand. h. Affiliate shall work in cooperation with other AARP Experience Corps Affiliates and Branches to improve the AARP Experience Corps Network, Program, and Brandbrand, particularly by means of sharing Project-related data, best practices, and lessons learned, as well as by other means as appropriate. i. Affiliate shall maintain financial management systems sufficient to provide all financial information reasonably necessary for prudent fiscal management of the organization; compliance with all contracts to which Affiliate is a party; and compliance with all reporting obligations under federal, state, and local tax laws and other applicable law. Affiliate shall, as reasonably necessary, consult with qualified accountants, bookkeepers, or other professionals for assistance in creating and maintaining such financial management systems. j. Affiliate shall, at Affiliate’s expense: (i) if its operating revenues as related to its AARP Experience Corp Project are from over $50,000 to but less than $199,999200,000, subject its financial records to review by a local an independent accountant; or (ii) if its operating revenues as related to its AARP Experience Corp Project are over $200,000200,000 or more, be audited by a local independent certified public accountant on an annual basis. k. Affiliate shall name Experience In Action DBA Experience Corpsand AARP, its their directors, officers, employees and agents, including but not limited to volunteers, as additional insureds under the Affiliate’s comprehensive general liability insurance policy. All policies of liability insurance so obtained and maintained, including any umbrella liability insurance policies, shall name Experience In Action DBA Experience Corpsand AARP, its their directors, officers, employees and agents, as additional insureds. AARP and Experience Corps acknowledges in Action acknowledge that the City is self-insured up to its self-retained limits. AARP and Experience Corps acknowledges in Action acknowledge and agrees agree that City’s self-insurance coverage satisfies the insurance requirements outlined in this Section 3.k5.k. herein. Affiliate has also purchased insurance for claims over its self- self-retained limits. The coverage provided by these methods insure general public liability and property damage. Affiliate agrees to provide AARP and Experience Corps in Action a certificate of insurance naming AARP and Experience Corps in Action as an additional insuredinsureds, upon request, as it relates to this Agreement. l. Affiliate shall comply with the AARP Experience Corps Background Check policy attached as Exhibit F, and shall otherwise exercise reasonable care in screening and hiring AARP Experience Corps Members, as outlined by Exhibit B, and will provide the AARP Experience Corps National Office with a copy of the Affiliate’s Member handbook to demonstrate compliance.