Documents › Board of Education, 2026-08-27

agreement 8 pages

Also attached to this agenda item: Donation Amendment - New York State Office of...

NYS ITS and Agreement # Page 1 This Intergovernmental Agreement ("IA") is entered into by and among the New York State Office of Information Technology Services ("ITS") and the entity identified on the signature page of this IA which is a local government as defined in 6 U.S.C. § 101(13) ("Eligible Entity") or successor statute. By entering into this IA, the Eligible Entity acknowledges that it has the legal authority to enter into this IA and that the individual executing this IA has been duly authorized to execute the IA. Each party to this IA is referred to individually as a "Party" and collectively as the "Parties." WHEREAS, ITS is responsible for protecting New York State Government's ( “t h e S t a t e ’s ”) cyber security infrastructure and does so by employing a multi-faceted approach that includes coordinating policies, standards and programs on cyber security across the State, partnering with State agencies and law enforcement, monitoring the State's technology assets and responding to abnormalities and threats to their systems; and WHEREAS, the New York State Division of Homeland Security and Emergency Services (“DHSES”) is the federally- designated State Administrative Agency (“SAA”) responsible for the allocation and administration of grant funds in accordance with the established program requirements, and furthermore is responsible for working with federal, state, local and private entities to protect New York's critical infrastructure from cyber threats and vulnerabilities and to coordinate and facilitate information and intelligence sharing amongst these entities to assist in the early identification of and response to natural and man-made disasters; and WHEREAS, the Eligible Entity has applied for New York State’s Combined FY2022 and FY2023 State and Local Cybersecurity Grant Program and been selected by DHSES as a recipient of the multi-factor authentication tokens shared service; and WHEREAS, the Eligible Entity provides vital services to residents of New York State and within its jurisdictional boundaries; and WHEREAS, the Parties remain committed to ensuring the safety of their respective critical infrastructure by investing in technology for strengthening cyber security and resiliency in the face of evolving threats; and WHEREAS, the Parties recognize that multi-factor authentication is a foundational cybersecurity best practice to appropriately secure information systems; and WHEREAS, increasingly sophisticated cyber-attacks on governmental entities as well as unauthorized access to their systems may compromise the security and integrity of government data, disrupt operations and services and damage critical infrastructure, thereby risking the health and welfare of the public; and WHEREAS, Congress established the State and Local Cybersecurity Grant Program (“SLCGP”) to provide funding to address cybersecurity risks and cybersecurity threats to information systems owned or operated by, or on behalf of, state, local, tribal, and territorial governments; and WHEREAS, DHSES in collaboration with the statewide Cybersecurity Planning Committee has determined that deploying secure Multi-Factor Authentication (MFA) to essential systems is the primary need for entities to advance their cybersecurity maturity and the best use of SLCGP funds; and INTERGOVERNMENTAL AGREEMENT FOR THE PROVISION OF MULTI-FACTOR AUTHENTICATION HARDWARE TOKENS Croton Harmon Union Free School District X060206 Croton Harmon Union Free School District X060206 NYS ITS and Agreement # Page 2 WHEREAS, a multi-factor authentication hardware token is a small physical device used to verify a user’s identity during login and serves as the second factor in MFA alongside a password and can be integrated into a variety of existing systems and products to enhance security; and WHEREAS, The estimated total value of multi-factor authentication tokens to be received by the Eligible Entity is $ _____________. NOW THEREFORE, in consideration of the foregoing, the Parties hereby agree as follows: 1. PURPOSE AND BENEFITS The purpose of this Intergovernmental Agreement is to distribute multi-factor authentication hardware tokens to the Eligible Entity to protect essential systems and enhance statewide cybersecurity in alignment with the SLCGP. Taking advantage of economies of scale and the State's purchasing power, ITS has procured the hardware tokens for all selected recipients in the quantities requested during the application process Eligible Entity. Additionally, as part of that arrangement, the hardware provider or its affiliates will provide instructional webinars and documentation directly to the Eligible Entity to support the deployment of the hardware tokens. 2. DEFINITIONS “Multi-factor authentication (MFA) hardware token” means a small, physical device used to authenticate a user and provide an additional layer of security during the login process. 3. INTERGOVERNMENTAL AGREEMENT The IA between the Parties consists of the following documents listed below in the following order of precedence: a. Appendix A – Standard Clauses for All New York State Contracts b. This IA document setting forth the final agreement between the Parties, including all attachments, appendices, and exhibits contained herein. c. Exhibit 1 – Federally Funded Grant Requirements 4. SERVICES a. Obligations of ITS: i. Procure and distribute ___________ MFA hardware tokens to the Eligible Entity. The MFA hardware tokens will be provided to the Eligible Entity directly from the vendor. The State will procure training including webinars and instructional documentation from the vendor to assist Eligible Entities with deployment of the MFA hardware tokens on their networks and/or systems. The vendor will provide such training directly to the Eligible Entity. b. Obligations of the Eligible Entity: i. Eligible Entity will be responsible for receiving and deploying the hardware tokens by November 30, 2027, and confirming the status of such activities to ITS. The Eligible Entity will provide periodic updates and other information as requested by ITS for the purpose of fulfilling reporting requirements to the State Administrative Agency, the U.S. Department of Homeland Security, the Federal Emergency Management Agency (“FEMA”) and/or the Cybersecurity and Infrastructure Security Agency (“CISA”) for the SLCGP. c. Eligible Entity agrees to promptly notify all relevant entities, including but not limited to third- party system owners, of ITS’s activities and secure all necessary approvals, authorizations, or waivers in a timely fashion. Eligible Entity will bear the full responsibility for all costs for obtaining such approvals, authorizations, or waivers, and any liability that results from the failure to secure, necessary approvals, authorizations or waivers, and for any damage to third parties arising out of or related to the products and services provided by ITS pursuant to this Section 4, including any intentional or negligent act or omission. 39,975.00 500 Croton Harmon Union Free School District X060206 NYS ITS and Agreement # Page 3 5. CONSIDERATION The State agrees to provide the multi-factor authentication to the Eligible Entity at no cost in exchange for the Eligible Entity’s agreement to comply with the reporting requirements, which will include but not be limited to, the status of deployment, the use of tokens, and data about Eligible Entity’s cybersecurity activities and priorities. 6. TERM The initial term of the IA shall begin on the effective date and will be completed by the period of performance ending on November 30, 2027. The effective date of this IA shall be the date of approval of the IA by the New York State Office of the State Comptroller, if applicable, otherwise, this IA shall be effective as of the date of the later signature of this IA. 7. TERMINATION a. For Convenience ITS retains the right to cancel the IA without cause and without penalty, including if federal funding for the MFA hardware tokens becomes unavailable, provided that at least ninety (90) calendar days' notice of the Party's intent to cancel is given. b. For Cause For any material breach or failure of performance of the IA by a Party, the other Party may provide written notice of such breach or failure. A Party may terminate the IA if the other Party does not cure such breach or failure within thirty (30) calendar days after the giving of written notice to cure. No delay or omission to exercise any right, power, or remedy accruing to a Party upon breach or default by the other Party under the IA shall impair any such right, power or remedy, or shall be construed as a waiver of any such breach or default, or any similar breach or default thereafter occurring nor shall any waiver of a single breach or default be deemed a waiver of any subsequent breach or default. All waivers must be in writing. c. Responsibility of Eligible Entity In the event of any termination of this IA, Eligible Entity’s rights to such MFA tokens shall terminate immediately and ITS’ rights to such MFA tokens shall be revived immediately. All reporting requirements must be kept up to the date of termination and all documents produced and maintained as a result of this IA must be kept on file and available to ITS upon request. d. Termination Notice Notices required by this section shall be delivered to the other Party in writing, pursuant to the Notice provisions of this IA. 8. WARRANTIES To the extent permitted by law, there are no other express or implied warranties or conditions, including warranties or conditions of merchantability and fitness for a particular purpose. 9. NO PERSONAL LIABILITY No commissioner, officer, agent, or employee of either Party shall be held personally liable under any provision of this IA or because of its execution or attempted execution or because of any breach or alleged breach hereof. Croton Harmon Union Free School District X060206 NYS ITS and Agreement # Page 4 10. CONFIDENTIAL INFORMATION AND OBLIGATIONS a. Confidential Information. “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. b. Confidentiality Obligations. The Receiving Party agrees to keep all Confidential Information disclosed by the Disclosing Party confidential and to use it solely for the purposes of this Agreement. As a condition of participation in the Program, the State is obligated to provide specific information, as mutually agreed upon by the Parties, to DHSES and FEMA. Each Party agrees to maintain this information in strict confidence. This obligation does not apply to information that is publicly available, rightfully received from a third party, or independently developed. 11. NO THIRD-PARTY RIGHTS Nothing in the IA shall create or give to third parties any claim or right of action against the Eligible Entity or ITS beyond such as may legally exist irrespective of the IA. 12. NOTICES a. All notices permitted or required hereunder shall be in writing and shall be transmitted either: i. Via certified or registered United States mail, return receipt requested; ii. By facsimile transmission; iii. By personal delivery; iv. By expedited delivery service; or v. By email. Such notices shall be addressed as follows or to such different addresses as the parties may from time-to-time designate: ITS: NYS Office of Information Technology Services Division of Legal Affairs Empire State Plaza, PO Box 2062, Albany, NY 12220-0062 Attn: Chief General Counsel Email: its.sm.dla@its.ny.gov DHSES: DHSES Grant Programs Administration 1220 Washington Avenue Building 7A Albany, NY 12226 Attn: Director Email: eric.abramson@dhses.ny.gov With a copy to: NYS Division of Homeland Security and Emergency Services Office of Counsel 1220 Washington Ave, Bldg 7A Albany, NY 12226 Attn: Deputy Counsel Email: thomas.mccarren@dhses.ny.gov Croton Harmon Union Free School District X060206 NYS ITS and Agreement # Page 5 Eligible Entity: Name: _______________________________________________ Title: ________________________________________________ Address: _____________________________________________ Telephone Number: ____________________________________ Facsimile Number: _____________________________________ E-Mail Address: _______________________________________ b. Any such notice shall be deemed to have been given either at the time of personal delivery or, in the case of expedited delivery service or certified or register United States mail, as of the date of first attempted delivery at the address and in the manner provided, or in the case of facsimile transmission or email, upon receipt. 13. AMENDMENTS This IA may be amended, modified or superseded, and the terms or conditions hereof may be waived only by a written instrument signed by the State and Eligible Entity, or in the case of a waiver, the Party waiving compliance, and must be approved by the New York State Office of the State Comptroller if applicable. 14. DISPUTE RESOLUTION The Parties agree that prior to the commencement of any legal proceeding, the Parties shall, in good faith, attempt to resolve any disputes that arise from this IA. The Party commencing a dispute shall do so by submitting a description of the dispute in writing to the other Party's designated single point of contact. The following escalation procedures shall be followed: a. The Parties designated single points of contact shall attempt to amicably resolve the dispute within ten (10) business days, or as otherwise agreed to by the Parties. b. If the Parties designated single points of contact are unable to resolve the dispute, such dispute will be submitted to the ITS Chief Information Officer, the Commissioner of DHSES, and the Eligible Entity's chief executive officer for resolution. 15. INDEMNIFICATION a. Subject to the availability of lawful appropriations, the Eligible Entity shall hold the State, its officers, agents, and employees harmless from and indemnify it for any final judgment of a court of competent jurisdiction or amounts paid in settlement of a third-party claim to the extent attributable to the negligence of the Eligible Entity or of its officers or employees when acting within the course and scope of their employment. b. Subject to the availability of lawful appropriations consistent with Section 8 of the State Court of Claims Act, the State shall hold the Eligible Entity harmless from and indemnify it for any final judgment of a court of competent jurisdiction or amounts paid in settlement of a third-party claim to the extent attributable to the negligence of the State or of its officers or employees when acting within the course and scope of their employment. 16. GENERAL PROVISION AS TO REMEDIES The Parties may exercise their respective rights and remedies at any time, in any order, to any extent, and as often as deemed advisable, without regard to whether the exercise of one right or remedy precedes, concurs with or succeeds the exercise of another. A single or partial exercise of a remedy shall not preclude a further exercise of the right or remedy or the exercise of another right or remedy from time to time. No delay or omission in exercising a right or remedy, or delay, inaction, or waiver of any event of default, shall exhaust or impair the right or remedy or constitute a waiver of, or acquiescence to, an event otherwise constituting a breach or default under the IA. Ellen S. Moskowitz Director of Technology and Innovation 10 Gerstein Street, Croton on the Hudson, NY 10520 914-271-4713 ellen.moskowitz@chufsd.org Croton Harmon Union Free School District X060206 NYS ITS and Agreement # Page 6 17. ADDITIONAL REMEDIES In addition to any other remedies available to the Parties under this IA and state and federal law for the other Party's default, a Party may choose to exercise some or all of the following: o Pursue equitable remedies to compel a Party to perform; o Require a Party to cure deficient performance or failure to meet any requirements of the IA. 18. INDEPENDENT CONTRACTORS Nothing in this IA shall be construed to create any partnership, joint venture or agency relationship of any kind. Neither Party has any authority under this IA to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party. 19. ASSIGNMENT The State may assign this IA, including all right and responsibilities to any successor NYS entity. The Eligible Entity will be provided notice of any assignment. The Eligible Entity may assign this IA as required by operation of law or with the consent of the State, such consent shall not be unreasonably withheld. Such assignment may be subject to approval by the New York State Office of the State Comptroller, if applicable. 20. NON-WAIVER The failure by any Party to insist on performance of any term or condition or to exercise any right or privilege included in this IA shall not constitute a waiver of same unless explicitly denominated in writing as a waiver and shall not thereafter waive any such term or condition and/or any right or privilege. No waiver by any Party of any breach of any term of this IA shall constitute a waiver of any subsequent breach or breaches of such term. 21. ENFORCEABILITY/SECTION HEADINGS In the event any clause, or any part or portion of any clause of this IA shall be held to be invalid, void, or otherwise unenforceable, such holding shall not affect the remaining part or portions of that clause, or any other clause hereof. The section headings in this IA are inserted only as a matter of convenience and for reference and in no way define, limit or fully describe the scope or intent of any provision of this IA. 22. JURISDICTION This IA shall be construed according to the laws of the State of New York, except where the federal supremacy clause requires otherwise, and all claims concerning this IA shall be determined in a court of competent jurisdiction in the county of the state of New York in which the claim is alleged to have arisen. 23. EXECUTION By execution, delivery and performance of this IA, each party represents to the other that it has been duly authorized by all requisite action on the part of the Eligible Entity and the State respectively. This IA constitutes the legal, valid, and binding obligation of the Parties hereto. Croton Harmon Union Free School District X060206 NYS ITS and Agreement # Page 7 24. ENTIRE AGREEMENT This IA represents the entire understanding and agreement between the Eligible Entity, ITS, and DHSES with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between such Parties. IN WITNESS WHEREOF, this Contract has been duly executed on the date and year set out below. By: Name: Title: Date: , 20 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES By: Name: Title: Date _____________________ , 20 26 26 Croton Harmon Union Free School District X060206 NYS ITS and Agreement # Page 8 ACKNOWLEDGEMENT - MUST BE SIGNED AND ACKNOWLEDGED WITHIN THE UNITED STATES STATE OF _____________________) ) scilicet COUNTY OF ___________________ ) On this ________day of_______________, 20___, before me personally came ____________________________, to me known, who, being duly sworn by me, did depose and say that (s)he resides in __________________________________________________; that (s)he is the __________________________ of the entity described in and which executed the above instrument; and that (s)he signed her/his name thereto by authority of the entity. _________________________________ Notary Public Additional approvals for over $25,000: APPROVED AS TO FORM: APPROVED: NEW YORK STATE ATTORNEY GENERAL NEW YORK STATE COMPTROLLER BY: ___________________ BY: _______________________ DATE: ___________________ DATE: _____________________ field date field date Croton Harmon Union Free School District X060206