Wind Foundation

[Guest guest]

Services Agreement with [EMS name]

This Services Agreement (hereinafter referred to as the " Agreement " )

is entered into on _______________________ by and between [EMS

name], (hereinafter referred to as the " EMS " ), and WIND Foundation

(hereinafter referred to as the " Foundation " ).

I. RECITALS

Whereas, the EMS desires to obtain the service of the Foundation to

obtain funds for purchasing a new ambulance from [Fraser], and the

Foundation desires to provide to the EMS such service;

[Where, the EMS desires to obtain the services of the Foundation to

prepare an application for [Name of grant];

Now, Therefore, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties agree as

follows:

II. DEFINITIONS

Unless the context otherwise requires, the following terms when used

in this Agreement (including the recitals) shall have the following

meanings:

" Foundation " shall have the meaning set forth in the preamble of

this Agreement.

" EMS " shall have the meaning set forth in the preamble of this

Agreement.

" Services " shall mean all services described in Article III of this

Agreement that are to be provided by the Foundation in accordance

with the terms set forth herein.

III. SERVICES

A. Services. The EMS would like the Foundation to assist the

EMS with the following (the " Services " ):

[list of services that the EMS needs the Foundation's help with,

such as the following. Be specific.]

1. Provide the EMS with a grant in the maximum amount of [____]

dollars [$___] for the sole purpose of purchasing an ambulance from

[Fraser]; and

2. Prepare the EMS' application for the [name of grant]].

B. The EMS acknowledges that the Foundation will not provide

any funding for furnishing the ambulance chassis with supplies of

any kind, nor will the Foundation be responsible for providing any

financial support beyond the grant amount in Section III.A.1 to the

EMS. The EMS agrees that it shall be solely responsible for any

amounts due to the ambulance seller that is in excess of this grant

amount.

C. The Foundation agrees to use good faith and commercially

reasonable efforts to assist the EMS with the Services. The EMS

acknowledges that the Foundation may not be able to assist the EMS

with the Services even when the Foundation has used good faith and

commercially reasonable efforts in the Foundation's efforts to

assist the EMS with the Services.

D. The EMS agrees to fully cooperate with the Foundation's

efforts to assist the EMS with the Services. In the event that the

EMS does not fully cooperate with the Foundation's commercially

reasonable requests made in the course of the Foundation's efforts

to assist the EMS with the Services, the Foundation shall be excused

from any and all resulting consequences of the Foundation's actions

to obtain or attempts to obtain the Services for the EMS.

IV. TERM

The term of this Agreement shall commence on [Date] and shall

continue until the Services have been completed. The Foundation may

terminate this Agreement in its sole discretion upon at least thirty

(30) days prior written notice to the EMS. This Agreement may be

amended from time to time by written instrument authorized by both

parties and signed by the Foundation and the EMS.

V. INDEMNITY

A. The EMS agrees and acknowledges that the Foundation will not

indemnify, defend and hold the EMS harmless from and against any

loss, liability, claim, suit, injury, costs, damage or expense,

including reasonable attorney fees, which may arise out of, result

from, or relate to any act, failure to act, duty or operation of the

Foundation arising under this Agreement, including, but not limited

to, the Foundation's provision of the Services or alleged failure to

provide competent Services under this Agreement.

B. The EMS agrees to indemnify, defend and hold the Foundation

harmless from and against any loss, liability, claim, suit, injury,

costs, damage or expense, including reasonable attorney fees,

relating to the EMS' misrepresentation, whether intentional or not,

of any information provided by the EMS to the Foundation.

VI. WARRANTY

A. THE FOUNDATION HEREBY DISCLAIMS ANY AND ALL WARRANTIES

RELATING TO ANY OF THE SERVICES, INCLUDING WITHOUT LIMITATIONS TO

THE WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE AND THE WARRANTY

OF HABITABILITY.

VII. INSURANCE

The Foundation provides no insurance for the ambulance, the EMS

Service will have to provide copys to Frazer before the Ambulance is

released.

VIII. MISCELLANEOUS.

A. Entire Agreement. This Agreement constitutes the entire

Agreement between the EMS and the Foundation concerning the subject

matter hereof, and there are no agreements, understandings,

warranties or representations among the Parties, except as set forth

herein. No amendment or supplement hereto shall be valid unless in

writing and signed by both parties.

B. Agency. The EMS acknowledges that the EMS is not an agent

of the Foundation.

C. Notices. Notices shall be in writing and shall be served by

certified mail, express delivery mail, [or e-mail] effective upon

receipt by the other party. All notices shall be address to the

following addresses:

To the Foundation: To the EMS:

WIND Foundation __________________________

[Address] [Address]

Attn: ___________________ Attn: ______________________

D. Governing Law. This Agreement shall be interpreted,

construed and enforced in accordance with the laws of the State of

Texas, applied without giving effect to any conflicts-of-law

principles.

E. Captions. The captions or headings in this Agreement are

made for convenience and general reference only and shall not be

construed to describe, define or limit the scope or intent of the

provisions of this Agreement.

F. Severability. The provisions of this Agreement shall be

severable and if any provisions shall be invalid or void or

unenforceable in whole or in part for any reason, the remaining

provisions shall remain in full force and effect.

G. Counterparts. This Agreement may be executed in several

counterparts, each of which, when so executed, shall be deemed to be

an original, and such counterparts shall, together, constitute and

be one and the same instrument.

H. Binding Effect Assignment. This Agreement shall be binding

on and shall inure to the benefit of the parties hereto, and their

respective successors and assigns, and no other person shall acquire

or have any right under or by virtue of this Agreement. No party

may assign any right or obligation hereunder without the prior

written consent of the other party; provided, however, that the

Foundation may subcontract the Services to a third party.

I. Costs of Enforcement. In the event that either the EMS or

the Foundation files suit in any court against the other party to

enforce the terms of this Agreement against the other party or to

obtain performance by it hereunder, the prevailing party will be

entitled to recover all reasonable costs, including reasonable

attorneys' fees, from the other party as part of any judgment in

such suit. The term " prevailing party " shall mean the party in

whose favor a final judgment after appeal (if any) is rendered with

respect to the claims asserted in the complaint. " Reasonable

attorneys' fees " are those attorneys' fees actually incurred in

obtaining a judgment in favor of the prevailing party.

J. Construction. Whenever the context requires, the gender of

all words used in this Agreement includes the masculine, feminine,

and neuter. Terms defined in the singular have the corresponding

meanings in the plural, and vice versa. The word " including "

means " including, but not limited to. " The

words " hereof, " " hereby, " " herein, " " hereunder " and similar terms in

this Agreement shall refer to this Agreement as a whole and not any

particular section or article in which such words appear. Whenever

this Agreement refers to a number of days, such number shall refer

to calendar days unless business days are specified.

WHEREBY the parties hereby acknowledge and agree to the above on

this ______ day of ___________________:

[EMS Name]

Name:

Title:

WIND Foundation

Name:

Title:

[Guest guest]

Wow, now this seems to have taken somewhat of a personal turn. That's

interesting.

My only comments on this entire issue have been that if an organization

proposes to write grants for funds, then they should at least use a spell

check, simple as that.

The purpose of your comment was.......? Have you and I met at a time that I

offended or irritated you? Just curious.

Mike

" Tater Salad " Hatfield EMT-P

EMStock 2005!! Coming soon!!!

www.emstock.com

www.temsf.org

RE: Re: Wind Foundation

From: Steve , LP

>>And I dare say a face to face

>>conversation with the Wind Foundataion folks would not have elicited

>>that language.

Knowing the parties involved here, it is safe to say that none of them

would

have any issue whatsoever, in voicing those very same opinions face to

face

either.

The important thing to remember is that although Rob, Mike and may

all

be a little rough around the edges sometimes, they ask very pointed and

important questions. There are serious concerns I would raise from the

beginning, namely, how someone who professes to lead an organization

that

will raise grant funds, has such difficulty mastering grammer.

That fact alone leaves me asking more questions than I really care to

know

the answers to. Do we all misspell occasionally? Sure we do, but I

haven't

seen one post yet from Wind Foundation that utilized a spell check. How

do

you expect me to take them seriously?

I'll leave this alone for now.

Mike

" Tater Salad " Hatfield EMT-P

EMStock 2005!! Coming soon!!!

www.emstock.com

www.temsf.org

[Guest guest]

" Hatfield, " <hatfield@n...> wrote:

>

> Have you and I met at a time that I

> offended or irritated you? Just curious.

Mike, I bet if Lonnie knew how much money you made off of selling that

Tater Salad routine he would treat you with a little more respect!

Rob

[Guest guest]

Test

_____

From: wegandy1938@...

Sent: Friday, January 21, 2005 4:15 PM

To:

Subject: Wind Foundation

Perhaps some clarifications will help.

Wind Foundation is a nonprofit corporation showing to be at 805 Dumont

Street, #203, South Houston, TX 77587-3303. It's taxpayer number is

12011819575.

Dun and Bradstreet lists it as a " Fund Raising Organization. "

Perhaps some of the confusion about Wind Foundation involves a

misunderstanding of what sort of organization it is.

When one thinks of a foundation, one usually thinks of a charitable trust or

other charitable foundation. Charitable foundations are funded through

bequests, generally, and dispense grants of money to organizations that meet

their

criteria.

An example of that sort of organization is The Pew Charitable Trust.

Other foundations manage charitable assets and also dispense grants. An

example is The Wood Foundation.

After exploring the matter a little bit, it seems that Wind Foundation is

hoping to become a fund raising organization similar to Community Safety,

the

organization that raises funds for EMSAT. The American Red Cross is a fund

raising organization.

There are many ways of raising funds. Wind hasn't made it clear yet, at

least to me, how they propose to raise funds, but some of the possibilities

would

be through telephone solicitations, Internet email solicitations, direct

mailings, fund raising events (which can range from bake sales to Willie

concerts), and writing and seeking grants from charitable trusts and

governmentally available grants.

There is nothing sinister about this so long as proper disclosures are made,

no misrepresentations are made, proper accounting is done, and so forth.

Fund raising organizations usually come under criticism for the portion of

the money they raise that they retain for administrative expenses.

Obviously,

any organization must support its infrastructure and is entitled to keep a

certain amount of money for salaries and operating expenses.

Since nobody has yet stepped forth and admitted to having entered into an

agreement with Wind Foundation, it's unknown how its agreement with an

organization would read, what percent of funds raised would be going to the

hiring

organization, and so forth.

This appears to me to be the situation with Wind Foundation. If I have

misstated the situation, please correct me.

People hire grant writers, fund raisers, promoters, and advertisers all the

time. All of those receive a fee for services.

The difference between the fund raising organization and a charitable trust

is that the fund raising organization basically has no funds of its own.

In

other words, it's not an endowed charitable trust. The only money it will

get

is what it raises, a portion of which it will keep for overhead and the

balance it will dispense to the client.

This is opposed to The Pew Charitable Trust, for example, which is a heavily

endowed trust that manages its endowmenet funds in order to make income, and

that income is then dispensed in the form of grants.

I think some thought Wind Foundation had a lot of money it was trying to

give

away. Perhaps it failed to make clear what sort of an organization it was.

" We can help you " can either mean we can give you some money, or we can help

you raise some money for a fee. " There's nothing wrong with the latter at

all, so long as the organization is honest, above board, is effective,

minimizes its internal overhead, and maximizes the portion of money raised

that is

sent to the client organization.

Best,

Gene Gandy, JD, LP

E.(Gene) Gandy

POB 1651

Albany, TX 76430

wegandy1938@...