Documents › Board of Education, 2026-11-05

agreement 4 pages Scanned/OCR — text may contain errors

Also attached to this agenda item: Special Education Agreement for Services

WESTCHESTER INSTITUTE FOR HUMAN DEVELOPMENT TECHNICAL SERVICES CONTRACT This AGREEMENT made this October 21, 2026, by and between WESTCHESTER INSTITUTE FOR HUMAN DEVELOPMENT a _ not-for-profit corporation duly organized and lawfully existing pursuant to the laws of the State of New York, located at 20 Hospital Oval Cedarwood Hall, Valhalla, New York 10595 (‘“We” or “Us”) Croton- Harmon Union Free School District , having an office at 10 Gerstein Street, Croton, NY 12520 (“You” or “Your”) NOW THEREFORE, in consideration of the terms and conditions herein contained, the parties agree as follows: 1. We shall, during the term of this Agreement, make available and provide to You or on Your behalf, the services described in Schedule “A” which is attached to and forms a part of this Agreement. All services should be performed in a manner consistent with the generally recognized standards of persons regularly engaged in providing such services. We represent that we own or have the authorization to use any and all materials provided under this Agreement. In the event of any conflict between the terms contained in the main body of this Agreement and the terms of any schedule or attachment hereto, the main body of this Agreement shall be controlling as to the interpretation of the meaning and intent of the Agreement. No exclusive rights are granted under this Agreement. Unless otherwise specifically set forth in Schedule “A” the exact dates and times when and locations where the services will be provided will be mutually determined by the representatives of each of the Parties and confirmed in writing. 2. We shall bill You for the fees specified in Schedule “A” for the services which We provide to You or on Your behalf under this Agreement. All invoices shall indicate the date when and location where services were provided as well as the name of the person providing such services. Payment in full is due for all services within thirty (30) days of the billing date. If at any time the amounts which You owe to Us under this Agreement shall be past due for more than forty-five (45) days, We may, without incurring any liability or limiting any other right or remedy to which We may be entitled, decline to provide further services to You until such time as Your account with Us shall be brought current. 3. This Agreement shall be effective for and be applicable to the period July 1, 2026, through June 30, 2027, regardless of when it is actually signed, unless terminated sooner in accordance with the provisions described in this paragraph. The Agreement shall be terminated immediately by either Party in the event the first party fails to cure a material breach within thirty (30) days of receipt of written notice to cure such breach and if a shorter notice period does not apply. The Agreement shall be terminated immediately by either Party upon the first Party’s loss of license or operating certificate. The Agreement shall be terminated immediately by either Party upon the terms contained in paragraph 6. Either We or You may, with or without cause, terminate this Agreement, in whole or in part, by giving thirty (30) days prior written notice to the other Party. In such event, You shall still be required to pay Us for any services which have already been provided prior to the date of termination. 4. Neither We nor You shall be liable for any delay in the performance of our respective obligations under this Agreement when such delay is caused by an act of god, war, riot, civil commotion, hurricane, flood, earthquake, explosion, fire or other casualty beyond each respective Parties reasonable control. Either party shall immediately inform the other Party in writing by mail or e-mail transmission of any delay which will effect its ability to timely perform its obligations hereunder and shall use its best efforts to immediately remedy the cause of any delay. 5. Each Party agrees to comply, at its own cost and expense, with the provisions of all applicable federal, state or local laws, ordinances, regulations or rules and any amendments or additions thereto, including Doc ID: 5¢1262dfdb7 fe4a229698d4ca 1cfb8334eed6aié without limitation, the New York State Labor Law and Worker’s Compensation Law, and applicable laws and regulations concerning confidentiality of patient records and information, including HIPAA, FERPA and the prohibition on disclosure of confidential HIV related information. Each party agrees that it shall not and shall ensure that no licensed provider rendering services on its behalf does not, divulge to any person, or entity, at any time either during the term of this Agreement or thereafter, any information obtained during the term of this Agreement with regard to the confidential personal, financial, business, professional or other affairs of either party. All such information shall be kept confidential and not in any manner be revealed to anyone. except as otherwise required by law or by an agency or court of competent jurisdiction. "Confidential Information” shall not include information which is: (a) generally available to the public; (b) already in either party’s possession as of the commencement of this Agreement without restriction; (c) received by either party from a third party not in violation of an obligation of confidentiality; (d) developed independently by either party without reference to the Confidential Information; (e) the subject of written consent from either party authorizing disclosure; or (f) required to be disclosed by applicable law or legal process, provided that either party immediately notifies the first party so that they may take steps to limit or prevent its disclosure. The provisions contained in this paragraph shall survive the expiration or termination of this Agreement. Each party shall procure and maintain in full force and effect all required permits, licenses and approvals from all applicable governmental authorities necessary for the performance of its obligations under this Agreement. 6. Each Party warrants and represents that neither Party, nor any licensed provider providing services on its behalf, is currently under investigation for any violation of the various provisions of laws governing Medicare, Medicaid, any federally or state funded health care program and/or any private health care benefit program which could lead to suspension, exclusion, debarment, ineligibility from such programs; and that neither party, nor licensed provider providing services on its behalf has ever (a) been convicted of: (i) any offense related to the delivery of an item or service under Medicare, Medicaid, any federally or state funded health care benefit program or any private health care benefit program; (ii) a criminal offense relating to neglect and abuse of patients in connection with the delivery of a health care item or service; (iii) fraud, theft, embezzlement, or other financial misconduct in connection with the delivery of a health care item or service; (iv) obstructing an investigation or any crime referred to in(i) or (ii) above, or (v) unlawful manufacture, distribution, prescription, or dispensing of a controlled substance; (b) been required to pay any civil monetary penalty regarding false, fraudulent or impermissible claims under, or payments to induce a reduction or limitation of health care services to beneficiaries of any state, federal, or private health care benefit program; or (3) been suspended, excluded or debarred, declared ineligible or voluntarily excluded from participation in Medicare, Medicaid, any private health care benefit program or any federally or state funded program. If any of the above occurs, either Party shall notify the first Party immediately. Either Party shall have the option to terminate this Agreement immediately upon notice to the first Party. 7. You agree to obtain and maintain adequate comprehensive general liability insurance covering your facilities where services shall be provided. In addition, and not in limitation of the foregoing responsibility, You agree to defend, indemnify and hold harmless WIHD, our directors, officers, employees and agents from and against any and all liability, damage, claims, demands, costs, judgments, fees, attorneys’ fees or loss arising directly or indirectly out of the negligent acts or omissions of You or third parties under the Your direction and control. This obligation to defend, indemnify, and hold harmless, shall not apply to the amount, if any, of damage contributed to or caused by or resulting from WIHD’s own negligence. 8. In performing our respective obligations under this Agreement, both You and We agree not to discriminate against any individual on account of race, creed, color, sex, age, disability, national origin, marital status, sexual orientation, genetic predisposition or carrier status. 9. Each Party represents that it has not paid or agreed to pay any person (other than payments of fixed salary to a bona fide full-time salaried employee working solely for the respective Party) any fee, commission, percentage, gift or other consideration, contingent upon or resulting from the award or making of this Agreement. 10. The relationship between You and Us is that of independent contractors and nothing contained in this Agreement shall be deemed to create a partnership, joint venture or other similar relationship between You and Us. Each Party shall be liable for its own debts, obligations, acts and omissions. 11. Notices given pursuant to this Agreement will be sufficient if in writing and sent to the addresses set forth on the first page of this Agreement, marked to the attention of each of the persons who signed this Doc ID: 5¢1262dfdb7 fe4a229698d4ca 1cfb9334eed6alé Agreement or to such other persons as either You or We may designate by notice in the future. All notices shall be hand delivered or sent by certified mail, return receipt requested. All notices shall be effective on the date of mailing or, if hand delivered, when personally served upon the person designated for the receipt of such notice under this Agreement. 12. Neither You nor We may assign this Agreement or subcontract any obligation under this Agreement without the prior written consent of the other. 13. This Agreement shall not become effective until it has been signed by both Us and You with all the hecessary approvals. Each party represents to the other that the execution, delivery and performance of this Agreement by the representatives of each of the Parties set forth below has been fully authorized by all necessary actions or approvals and this Agreement constitutes the valid and binding obligation of each of the parties, enforceable in accordance with its terms. 14. This Agreement and its attachments constitute the entire Agreement between the Parties hereto with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings. This Agreement may be executed in one or more counterparts, each of which shall be considered an original for all purposes. This Agreement shall be construed in accordance with the laws of the State of New York without regard to conflict of law principles. Any lawsuit brought against us shall be venued in Westchester County, New York. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate as of the date set forth above. WESTCHESTER INSTITUTE FOR HUMAN DEVELOPMENT By. Matanne Vertruce Marianne Ventrice Chief Financial & Administrative Officer CROTON-HARMON UFSD Signature Print Name & Title Doc ID: 5¢1262dfdb7fe4a229698d4ca 1cfb9334eed6aié SCHEDULE A DESCRIPTION OF SERVICES AND FEES 2026 - 2027 DESCRIPTION OF SERVICES TO BE PROVIDED FOR ASSISTIVE TECHNOLOGY EVALUATIONS AND TRAININGS WITH WIHD: A comprehensive assistive technology evaluation by the WIHD Assistive Technology Team. The comprehensive evaluation may require the services of one or more of the following disciplines: Speech-Language Pathologist (Augmentative/Alternative Communication/Instructional Technology); and/or Occupational Therapist (Access/Instructional. Evaluation fee will be determined as follows: One discipline: $1,425.00 Two disciplines: $1,950.00 Travel cost per school visit: $25 under 20 miles or $50 over 20 miles Staff Development Trainings: (Including handouts for presentations) $500.00 per hour plus travel 3D Keyguard Prints (Purchase) $50.00 per unit Trainings can include observation of student in school activities; adult and peer interaction; meetings with team members (parent, paid professionals, teachers, and related service providers); and hands-on training sessions with devices. Training fees are as follows: $230.00 per hour plus travel costs per visit (same as above) Development of materials to support AAC implementation. Doc ID: 5¢1262dfdb7 fe4a229698d4ca 1cfb9334ead6alé