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HomeMy WebLinkAboutResolution - 2746 - Agreement- Work/Family Elder Directions Inc- Elder Care Consultation & Referral - 02/11/1988BLL: js accni iirrnni Resolution #2746 February 11, 1988 Item #24 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Consultant Agreement by and between the City of Lubbock and Work/Family Elder Direc- tions, Inc. for Elder Care Consultation and Referral, attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 11th ATTEST: , city Secretary day of February , 1988. B. C. McMINN, MAYOR APP770ONTENT: i Sylvia Martinez, Director ol?70 ffn,aug a ie, Director'o Services Co unity Relations APPROVED AS TO FORM: l Benjamin C. Linton, Assistant City Attorney Res. 2746 Work/Family Elder Directions. Inc. Consultant Agreement for Elder Care'Consultation and Referral: C&R This Agreement, made as of October -30, 19870, is between Work/Family Elder Directions, Inc. ("W/FE"), a corporation organized under the laws of.the Commonwealth of Massachusetts, having its principal place of business in Watertown, Massachusetts, and City of Lubbock Inforiaati.on_and:Re%e=aLS.gstern:-(the "C&R") , a government_ home -rule city agenoy existing under the laws of Texas and having its principal place &#4e' of business in Lubbock, Texas. WHEREAS, W/FE is engaged in contracting for a national network of high quality elder care consultation and referral services to serve employers -who -seek such services from.and..through W/FE; and WHEREAS, the C&R wishes to provide such elder care consultation and referral services within the geographical areas designated by W/FE for employees -of compamie-s -contracting with W/ -FE -("Employer (s) ") pursuant to agreements between Employers and W/FE ("Prime Agreements"); and WHEREAS, the parties to this Agreement wish to set forth their mutual rights, obligations and liabilities and the terms and conditions under which they shall perform their respective undertakings,. NOW THEREFORE, it is agreed as follows: 1. Term and Scope. The term of this Agreement shall commence as of the date hereof and it shall continue from month to month until either the C&R or W/FE gives the other written notice of termination at least thirty (30) days prior to the effective date of such termination. Either party.may so terminate this Agreement for any reason or for no reason. --This-Agreement--shall --apply:-to,-services -provided by the _C&R to Clients and within such geographical areas as each are designated by W/FE from time to time. 2. Variation from this Agreement. The C&R may submit in writing a proposal for approval by W/FE for the satisfaction of any requirement in this Agreement in a manner different from that specified herein. W/FE may approve such proposal if it shows substantial promise of meeting the goals of this Agreement. No such proposal shall be implemented until approved in writing by W/FE. 3. Definitions. As used herein the following terms shall have the following meanings: 10/15/87 -1- technical assistance on the issue. Personal complaints would not ordinarily lead to removal of a Provider from the C&R's list unless many Clients made substantially the same complaint, the Provider was unresponsive to offers of assistance and the C&R determined that removal of the Provider from the list was.important to the integrity of the C&R's referrals.. 3. Where a complaint involves a serious licensing violation, the C&R should urge the Client to report it to the proper authorities and inform the Client how to do so. The C&R should also inform the licensing agency that it has received the complaint, without -offering any judgment as to the validity of the complaint unless the C&R has independent first-hand knowledge to corroborate the complaint. The C&R should also inform the Provider that it has received a complaint, without disclosing the identity of the source of the complaint, and that -under its policy it has informed, or will inform the licensing agency that it has received the complaint. If a significant number of Clients make the same or similar or related complaints involving licensing compliance or unsafe or unhealthy conditions, practices or circumstances, or even if the C&R receives one complaint which the C&R determines in its reasonable judgment indicates a circumstance, practice or condition that could jeopardize the safety and/or health of elders or Clients, the C&R should remove the Provider from its list. The removal should remain in effect until in the case of a licensing violation the licensing authority indicates that there is no violation or that the violation has been corrected, or in any case until the C&R is satisfied that the conditions, practices or circumstances jeopardizing the safety and/or health of elders or Clients have been corrected. 4. If a Provider refuses to discuss a complaint with the C&R or to accept technical assistance, this will be cause for removal from the list. 5. The C&R will report any suspected elder abuse and neglect allegations in accordance with state and local law, regardless of whether it or any of its employees, officers or directors are required under such law to report. 6. The C&R should inform itself of any state or local reporting requirements related to accidental death or injury of elders or disabled persons. Wherever possible, it should work with authorities to learn -2- of any unusual patterns of accidents and inform Clients wherever such history seems relevant. 7. The C&R should delegate one person to be the primary contact person to follow through on complaints with Clients, Providers and licensing agencies. The C&R should also appoint a committee of at least three persons (if feasible), which may include the person designated to handle complaints, which committee will determine in all cases whether a Provider should be removed from the C&RIs referral list. S. The C&R will set up a process whereby Providers can present reasons why they should not be removed from the C&R's lists before such action is taken (except in cases of license revocation or when delay could jeopardize the safety or health of elders or Clients). 9. The C&R will inform -Providers and Clients of its complaint procedures in writing. RRC/22(7) =3- APPENDIX A Services to be Included in Data Base SERVICES Case Management Services Homecare Services Homemaker_Agencles Personal Care Services (e.g., bathing, dressing) Chore.Services Home Repair Weatherization-Programs Emergency Response Systems Telephone Reassurance Services Health Services for the Elderly visiting Nurses Home Health Agencies occupational Therapy Physical Therapy Speech Therapy Adult Day Health Care Geriatric Physicians Geriatric Assessment Units Health Services for the Elderl Dental Services (e.g., low-cost dental care.programs) Health Screenings Programs for the Elderly Home Health Equipment Rehabilitation Facilities Health Maintenance organizations (Medicare) Hospitals Services and Programs Hospice Programs - ADDITIONAL INFORMATION RE0_ UIRED Medicare/Medicaid Certified _ADDITIONAL INFORMATION REQUIRED Medicare/Medicaid Certified Discharge Planning, Social Service Staff senior centers, synagogues, multi-service centers, local volunteer groups) Escort Services Miscellaneous Advocacy Organizations Legal Services (Public and Private) Membership Organizations. (e.g., American Association of Retired Persons) Specialized Advocacy and Assistance Groups (e.g., American Association for the Blind) Area Agencies on Aging Councils on Aging Federal/State/County'Agencies that provide services to the aging population Legislation pertaining to the elderly Veteran's Organizations, Medical Centers, and Benefits (e.g., in-home services groups for the elderly) Support Groups for Caregivers Social Day Care Crisis Intervention Elder Abuse Programs Housing alternatives Congregate Housing Subsidized or Low Income Housing Shared Housing . Life Care Communities Retirement Communities Foster Care Emergency Housing Home Equity Conversion Reverse Annuity Mortgage Programs Property Tax Abatements 24.hour availability 24 hour availability Nursing Homes Nursing Homes Available Levels of Care Nursing Home Ombudsman Nursing Home Regulations (state) Nursing Home Advocacy Groups Counseling for Nursing Home Placement Respite Care Respite Services (e.g., in-home, institutional options) Companion Services ADDITIONAL INFORMATION REQUIRED Transportation Handicapped Accessible Transportation Voucher Services (e.g. cab vouchers) Transportation for medical appointments Recreational Transportation Public Transportation (Medicaid, state, local) Transportation for food and other shopping needs Private Transportation (churches, Health Insurance Information Basic Medicare Information Basic Medicaid Information (state specific) HMO's with Medicare Programs Medicare Supplemental Health Insurance available locally (where to sign up, eligibility requirements, program descriptions) Long Term Care Insurance Health Insurance Counseling Services Claims Assistance Services Financial Information as c Program Information). Social Security Supplemental Security Income Food Stamps Emergency Funds Fuel Assistance Financial Planning and Counseling Enhancement Activities for the Elderly Volunteer Programs Employment Placement and Counseling Services Educational Opportunities (e.g., local colleges, senior centers, libraries, ElderHostel) Recreational Activities senior Citizens organizations Religious Groups Nutrition Services Congregate Dining Facilities Home Delivered Meals Food Pantries/Emergency Food Services Meal Programs that can accommodate special diets (e.g., low salt, diabetic diets) Grocery Delivery Services Nutritional Counseling Mental Health Services 1 ' Services Counse ing ADDITIONAL INFORMATION REQUIRED APPENDIX B COMPLAINT PROCEDURE BACKGROUND In the course of listing Providers of elder care services an, referring Clients to them, it is inevitable that the Consultatio: and Referral agency will'receive complaints about Providers. In accepting this contract to provide elder care consultation and referral services to Clients, the C&R agrees to establish and implement a procedure for handling these complaints that is responsive to Client concerns, fair to Providers and supportive of quality elder care services in'the community. Proposed Standards At a minimum, a complaint procedure acceptable to Work/Famil: Elder Directions will have the characteristics outlined below. W/FE will approve existing C&R complaint procedures that incorporate and/or go beyond.these policies in content or proces as meeting the complaint management requirement. C&Rs which hav, developed a complaint policy which they would like to apply to Work/Family E1der.Directions Clients should submit their complaint procedures to Work/Family Elder Directions for review and approval. 1. The C&R will log and record all complaints made by Clients or others about Providers. This system. should at.a minimum record personal complaints (defined below), complaints concerning violations of licensing standards, and complaints indicating circumstances which could jeopardize the safety and/or health of elders and/or Clients. The recordkeeping system should log all complaints by Provider so that multiple complaints against a — single Provider can be immediately noted. 2. Personal complaints include problems in the Client -Provider relationship and may involve differences in style, elder care philosophy or business disagreements about the terms under which services are offered. In the case of personal complaints, the C&R will help the Client clarify the nature of the complaint and encourage the Client to work out the problem with the Provider or change Providers if an impasse has been reached. With the Client's permission, the C&R might contact the Provider to express the Client's concern and to offer, if the Provider shares the concern, -1- (a) "Client" is a person eligible for Consultation and Re erral Services according to the criteria for eligibility established by an Employer and designated by W/FE from time to time. Clients may seek Elder Care Services designed for persons sixty (60) years of age or older for relatives or the Clients themselves. Typically, Clients will include an Employer's employees, retirees and spouses and surviving spouses of such employees or retirees. (b) "Consultation and Referral Services" (also referred to as C&R Services") are services t at assist Clients in clarifying problems and issues related to elderly and aging services, educate Clients about selecting and financing reliable Elder Care Services, and identify and refer Clients to available Elder Care Services and Providers to.meet their needs. (c) "Elder Care Services" are public and private services to support the elderly and/or those .who are caregivers for elders including, without limitation, home care services, health services, health insurance, financial services, legal services, enhancement activities, nutrition services,.mental health services, housing alternatives, nursing homes, respite care, transporta- tion, and others as listed in Appendix A hereto. (d) "Em to er" includes any W/FE corporate client which W/FE may rdent ify to the C&R as having entered a Prime Agreement with W/FE. (e) "Prime Agreement" is the agreement between Employer and W/FE for the provision of Consultation and Referral Services to Clients. (f) :Providers" include public or private agencies, business ntities (whether or not incorporated) and individuals who hold themselves out as ready, able and willing to provide Elder.Care Services. For any such services which are subject to licensing and/or other federal, state or local regulation, Providers include only those who are licensed and who are in compliance with applicable laws and regulations. 4. (a) A reement for C&R Services. Commencing on the date first appearing above, the C&R hereby agrees to be prepared to provide and to provide Consultation and Referral Services to Clients as they seek such services in accordance with this Agreement. (b) Agreement For Payment. Each time the C&R completes such C&R Services as, in W/FE'gment, are appropriate for a Client, W/FE agrees to pay to the C&R $100 within fourteen days -2- r after W/FE receives a -copy of a confirmation letter or, when appropriate,.written documentation of C&R Services provided, and completed billing and intake forms, as provided in Section 9 of this, Agreement. The C&R may request in advance and W/FE may in its discretion approve and reimburse reasonable costs in excess of such amounts incurred by the C&R in making a referral under this Agreement. In making such a request, the C&R should describe any unusual circumstances which make the request necessary. (c) Develo ment Plan. Any payments allocated to a development phase under this Agreement will be contingent upon receipt and approval by W/FE of a written schedule and plan of development activities to be undertaken by the C&R and shall be forfeited in whole or part upon material failure by the C&R to implement such schedule and plan. S. Resource Data. The C&R shall maintain or have access to periodica yup ate files of currently operating sources of Elder Care Services for persons sixty (60) years of age or older within the geographical area designated by W/FE. Such files shall: (a) Locate all currently operating Providers. These shall include, for any types of Providers required by law to be licensed, registered or certified, only those Providers who meet such requirements. (b) Contain current information on all Providers to whom the C&R refers Clients, including: (i) name, address and phone number of.Provider; names of director and contact person; h (iii) structure of Provider (private, public, not-for-profit, for profit); (iv) types of services available; (v) languages spoken; (vi) eligibility requirements; (vii) service .limitations (e.g., geographic, specific populations served); (viii) business hours, days open and other schedule information; (ix) licensing status where applicable, including the identification number and expiration date of any license; (x) requirements for staff training and qualifications; (xi) affiliation and accreditation, if any; (xii) availability of services (waiting lists); and (xiii) financial arrangements, including fees, subsidies, third party payments, sliding fees. 6. Consultation Referral and Follow-uProcess. The C&R shall ger orm the following dUtre—s—,-Migations and functions in connection with its provision of services to each Client. (a) Be available and competent to inform Clients about all types and forms of Elder Care Services, to assist such Clients in clarifying their needs and preferences and in selecting appropriate elder care options, and to inform Clients about available funding sources. (b) Provide Clients with written and oral information on choosing quality Elder -Care -Services. The C&R shall use written materials provided by W/FE for such purpose and may add such of its own or other materials as W/FE may approve. (c) Where a sufficient number of Providers exists to permit the C&R to do so, provide to each Client who seeks referral services referrals to several Providers of each type requested with available services in locations as convenient as possible for the person who is expected to use the services. The C&R shall endeaver in each case to locate Elder -Care Services that meet all criteria specified by a Client, which may include preferences and criteria not routinely recorded in the C&R's data system. Where more than three Providers are similarly appropriate, accessible and available to serve a Client, referrals should be made in a random, objective manner. Referrals shall be made either at the time of a Client's request or, if further information is needed, within two (2) working days after.the C&R receives such request. Such referrals may be made orally in the first instance, but in every case shall be confirmed in writing within two working days of making the referrals. Such written confirmation shall be made in a form provided by W/FE which will include a disclaimer statement substantially in the following form: . THE NAMES ARE INTENDED AS REFERRALS ONLY. WE CANNOT WARRANT INFORMATION CONCERNING ANY PROVIDER. WE DO NOT LICENSE, ENDORSE OR RECOMMEND ANY PROVIDER NOR CAN WE ASSURE YOU. THAT ANY PROVIDER GIVES QUALITY ELDER CARE SERVICES. YOU SHOULD INVESTIGATE SEVERAL PROVIDERS TO DETERMINE WHAT IS BEST FOR YOUR FAMILY AND DECIDE FOR YOURSELF IF ANY FULFILL YOUR NEEDS. (d) Where a type of elder care Provider is subject to licensing, certification or registration under applicable law, the C&R, in making referrals to that type of Provider, shall refer Clients only to Providers who are licensed, certified or registered. (e) In making a referral to any Provider which is not subject,to licensing, certification or registration under applicable law, in addition to a written disclaimer substantially in the form specified in paragraph (c) of this section, the C&R shall advise the Client, orally and in writing on a form provided or approved by W/FE, that the Provider is not subject to . licensing, certification or registration by a governmental agency and that the C&R has not itself screened the Provider. (f) Maintain access to the C&R's services for Clients. Under normal conditions telephone calls will be returned within one business day. Efforts to accomodate non-English speaking clients will be made. (g) Follow the guidelines for a complaint procedure set forth in Appendix B hereto to receive and, where appropriate, follow up on complaints concerning any Provider (including, where appropriate, suspension or removal of a Provider from referral lists). (h) if and when requested by W/FE, contact Clients approximately -one month after a referral is made to -determine if Elder Care Services are satisfactory and to gather such other information as W/FE may reasonably request. (i) Maintain a log, separately for each Employer, recording the name, employee serial number or a comparable form of identification if available, and such other information as W/FE may request for every Client when contact is made to the C&R for service. (j) Where the C&R provides services of a related nature to the general public which are additional to those specified in, or are not.addressed in, this Agreement it shall provide such additional services to Clients. In such event, and in addition to a written disclaimer• substantially in the form specified in paragraph(c) of this section, the C&R shall explicitly state in writing to the Client that such services are not provided to the Client as apart of the services provided specifically -5- for Employer -but are made available because they are available generally to the public. The C&R shall not use W/FE forms for referrals.to such services, but shall use forms identified with the C&R. T. Recruiting and Facilitating Development of Elder Care Services. If e C&R cannot locate Providers to meet th needs of a C117ent, the C&R shall to the extent feasible take steps to increase the supply and improve the quality of Elder Care Services available to Clients including: (a) Providing information -and assistance to prospective Providers. (b) Promoting creation and expansion of services in geographic areas where Clients have difficulty locating appropriate Elder Care Services, including making contacts with governmental agencies and offices, employers, schools, United Way and existing elder care Providers. 8. Relations with W/FE and -Employer. The C&R shall designate a management -level person to W/FE to act as a contact person for W/FE and Employer and shall, apart from its contacts with Clients under this Agreement, communicate directly only with W/FE unless otherwise requested by W/FE or Employer management. g. Information to W/FE. On or before such date as W/FE shall requ��re—written 6notice at least thirty (30) days in advance of such date, the C&R shall provide a completed activity report in a form to be provided by W/FE. In addition, each time the C&R completes such C&R Services as are, in W/FE'S Judgment, appropriate for a Client, the C&R shall sen W/FE a copy o die confirmation letter sent to the Client or, when appropriate, written documentation of the.0&R Services provided, and completed billing and intake forms provided by W/FE. No payment will be made under Section 4(b) of this Agreement in connection with any service for which W/FE has not received such documents. 10. Ri ht of Inspection. In order to enable W/FE to review and monitor t e imp ementation of this Agreement, W/FE shall have the right at any time and from time to time, during normal business hours, at its expense, and upon reasonable notice to the C&R, to examine and audit any and all of the C&R's records or accounts pertaining to Clients and this Agreement. Records will be kept for three years after termination of this Agreement or until the final disposal, of any claims or litigation arising out of the performance of this -Agreement, whichever is longer. 11. indemnification. To the extent permitted by applicable law, the C&R agrees to indemnify and save harmless W/FE and Employer from and against any loss, cost, damage or expense, including reasonable attorneys' fees, to the extent that such loss, cost, damage or expense arises out of claims or actions based upon allegations of error, omission or malfeasance by the C&R in performing its obligations under this Agreement. The C&R agrees that it will notify W/FE immediately both orally and in writing of any events, complaints or action against the C&R, W/FE or any Employer and further agrees to conduct such surveys of complaints, occurrences.and possible claims as W/FE may request. The parties understand that W/FE will obtain and maintain an insurance policy or policies covering the C&R's activities in performance of this Agreement in an amount which W/FE deems sufficient to insure against losses which W/FE, Employer or the C&R might suffer as a consequence of errors, omissions or malfeasance by the C&R, its agents or employees, so long as such. coverage is reasonably available. If W/FE does not obtain such insurance, W/FE will, when feasible, provide notice in writing at least ninety (90) days prior to the termination date of such policy or policies and will in any event provide such notice as soon as is practicable under. the circumstances. For any period for which W/FE does not obtain and maintain such insurance coverage, W/FE may require the C&R to obtain and maintain such insurance and to provide certificates of such insurance to W/FE as a condition for the extension of this Agreement, provided that if the C&R maintains a self insurance program during such period, such self-insurance shall be* AAMI- 12. Representations and Warranties of the C&R. The C&R hereby represents and warrants as tolows: (a) (Applicable to corporations only) It is duly incorporated and validly existing as a corporation in good standing under the laws of the state in which it does business. (b) It has the power and authority (corporate or other) to own its assets and carry on its business as now being conducted, and to enter into, and perform in accordance with, the terms of this Agreement. (c) It has, and its officers and agents acting on its behalf have, full legal authority to engage in the transactions contemplated by this Agreement; and the execution and delivery of the Agreement, the consummation of the transactions herein contemplated, and compliance with the terms, conditions and provisions of this Agreement do not and will not conflict with or result in a breach of any of the terms,.conditions or provisions of its corporate charter or articles of incorporation or its bylaws or any applicable enabling statute or any agreement or instrument to which it is a party or by which it is bound, or constitute a default thereunder; and it is not a party to or bound by any agreement or instrument or subject to any charter or other corporate restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect its ability to perform its obligations under this Agreement; and this Agreement constitutes a -7- * reviewed by W/FE at such time todetermine if additional insurance is required to extend this Agreement. valid and binding obligation enforceable against it in accordance with its terms. (d) The C&R has not and will not discriminate by pattern or practice against clients, employees, providers or any other person or class of persons (i) on the basis of race, sex, color, creed, age or national origin, or (ii) on the basis of disability where such person or persons are "otherwise qualified" to benefit from or to participate in the services of the C&R with "reasonable accomodations" within the meaning of Section 504 of the Rehabilitation Act of'1973 as amended (29 U.S.C. 5794), regardless whether such statute applies to the C&R. (e) The C&R will comply with, where applicable, the Equal Opportunity clause of Section 202 of Executive Order No. 11246; The Affirmative Action Clause for Disabled Veterans and Veterans of the Vietnam Era in 41 CFR Section 60-250.4, the Affirmative Action Clause for Handicapped Workers found in 41 CFR Section 1-1310.2 (a) and (b). The C&R will, if required, file annually a Form 100 -EEO -1 and develop,.if required, an Affirmative Action Program and hereby certifies that it will not maintain any facilities it provides for its employees in a segregated manner nor permit its employees to perform their services at any locations under its control where segregated facilities are maintained. (f) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, nor any governmental administrative proceeding or investigation which involves the possibility of any judgment, finding or ruling or unusual liability which may materially adversely affect the C&R's performance of or ability to perform this Agreement. (g) The C&R is in compliance with and will at all times comply with all applicable legal requirements including, but not limited.to, wage and hour laws, laws relating to the confidentiality of records, the Privacy Act, legislation respecting handicapped persons, and Equal Employment -Opportunity -statutes, Executive Orders and regulations. (h) The C&R has obtained and maintains in force such Worker's Compensation and Employer's Compensation Liability Insurance covering its employees as is required by statute. The C&R will provide certificates of such insurance to W/FE upon request. 13. Continuation of Service. In the event of termination of this Agreement if any C ents then being served by the C&R still require services, then such Clients shall be referred, and all documentation and other materials relating thereto shall be -8- transferred by the C&R to W/FE or to an entity or person designated by W/FE. 14. C&R Relationship with Successor to W/FE.. In the event that W/FEassigns this Agreement to any person or entity the C&R shall continue to provide services to Clients in accordance with this Agreement in cooperation with Employer and W/FE's successor or assign. 15. Non -assignment of C&R's Rights and Obligations. The C&R may not assign its interests, rights or obligations under this Agreement to anyone without W/FE's prior written consent. lb. Disclosure of Information. (a) Any information concerning Employer, its services, personnel, policies, or any other aspect of its business, given or -disclosed to, or otherwise learned by the C&R in the performance of its services hereunder, including the terms and conditions of this Agreement or a Prime Agreement, shall be held in confidence and not be disclosed in identifiable form by any person or organization employed by the C&R without the prior written consent of the Employer. The C&R will not use an Employer's name or identifiable program data derived from services rendered under this Agreement unless prior approval is given by the Employer. (b) All communications with the media which involve or pertain to W/FE, Employer, Clients or this Agreement, including, without limitation, any communication concerning an Employer's potential or actual involvement with the C&R or its subcontractors, shall be reviewed and approved by W/FE before the C&R makes or responds to such communication. 17. Miscellaneous Provisions. (a) -phis-gfeeiseat--shall-e-gesn�d-b fine-la�zs-o-tk --C-omm nwea3-t-h-o-f-Mas.&aobus4s4ts.-- (deleted) (b) All covenants and agreements herein contained shall extend to and be obligatory upon all successors, assigns and subcontractors of the respective parties hereto. (c) One or more copies of this Agreement may be signed by the parties hereto, each of which copies shall be deemed an original and all of which shall be deemed to constitute but one and the same instrument. (d) If any provisions of this Agreement shall be held, or deemed to be,.or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of -9- (e) (f) rendering any other provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions _of this _Agreement or any part hereof. This Agreement shall not be changed, modified or amended nor shall a waiver of its terms or conditions be deemed effective except by a•writing signed by the parties hereto. All notices, requests, demands or other instruments which may be or are required to be given by either party to the other party, shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to which such notice is to be given, or ,upon.expiration of a period of 72 hours.(excluding weekends and holidays) from and after the postmark thereof when mailed postage prepaid.by registered or certified mail, requesting return receipt, addressed as follows: If intended.for W/FE: With copy to: Work/Family Elder Kotin, Crabtree & Strong Directions, Inc. 61 Chatham Street 9 Galen Street Boston, MA 02109 Watertown, MA 02172 Attn: Robert K. Crabtree, Esq. or, if intended for C&R: City of Lubbock Information and Referral System 1625 13th Street P.O. Box 2000 Lubbock, TX 79401 Lubbock, Texas 79457 Any party may change the address to which subsequent notices ate to be sent by notice to others given as aforesaid. IN WITNESS WHEREOF, the parties have hereunto set their hands by the officers thereunto duly authorized as of the day and year first above written. WORK/FAMILY ELDER DIRECTIONS, INC. By: Francene Rodgers, President C&R: By: RKC/22(3) Title: -10-