Documents › Board of Education, 2026-06-04

agreement 6 pages

Also attached to this agenda item: e2e Exchange E-Rate Services Agreement 2027-2028

1 E2E EXCHANGE RENEWAL SERVICE AGREEMENT FOR Croton-Harmon Schools 2 E-RATE SERVICES AGREEMENT THIS AGREEMENT has been entered into as of the 7/1/2026, by and between e2e Exchange, LLC, 2600 E Southlake Blvd. Ste 120- 219 Southlake, TX 76092 (the “Company”); and Croton-Harmon Schools with an address of 10 Gerstein Street Croton-on-Hudson NY, 10520 (the “Client”). RECITALS The Client desires to engage the Company to perform certain services relating to the Universal Service Administrative Company (“USAC”) E-Rate Funding Program (the “Program”) application process designed for eligible education entities to receive discounts and/or reimbursements for eligible telecommunication services and Internet access (the “E-Rate Services”). NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, the parties agree as follows: 1. Services to be Rendered: The Company shall perform the E-Rate Services as described more specifically in statement of work set forth in Schedule A attached hereto and made a part hereof (the “Statement of Work”). 2. Client Furnished Information: Client shall supply all “Client Furnished Information” as set forth in Schedule A. The Client Furnished Information shall be provided in accordance with the Timeline set forth in Schedule A so as to not delay the performance of services provided by the Company. The Client shall bear all costs incurred in providing Client Furnished Information. By submitting the Client Furnished Information, Client is certifying to Company that the Client Furnished Information is correct and complete to the best of Client’s knowledge and that the Company may rely on the Client Furnished Information in providing the services to Client. Failure to supply Client Furnished Information may result in termination by Company. 3. Client Responsibilities: Client shall be responsible to provide accurate and timely information as needed by Company. Client must inform President of e2e Exchange of any service issues, including appeal requirements. In addition, Client shall be responsible for the obligations described in the Client Responsibilities set forth in Schedule A. The Client shall bear all costs incurred with respect to the Client Responsibilities. Client is responsible for paying the Company Fee as required by the terms of this Agreement. 4. Terms of Payment: Client shall pay the Company Fee as set forth in Schedule A. The Client agrees that all service fees are due and payable upon signing this Agreement, regardless of any subsequent decision to cancel or terminate the Agreement. All payments are due and payable within 30 days from date of invoice. Client acknowledges that failure to make prompt and full payment when due shall entitle the Company, at its sole and absolute discretion, to cease all work hereunder and the Company assumes no responsibility for additional services thereafter to the Client. The Company may withhold final report(s) until payment of the Company Fee is received. Invoices not paid within thirty (30) days are subject to a late fee of one and one-half percent (1½%) per month of the past due amount. Once this Agreement is signed, the Client understands and agrees that no refunds will be issued if the Client decides to cancel or terminate this Agreement for any reason. If Client wishes to terminate the Agreement early, no fees will be waived and therefore all fees included in signed Agreement will be due for ALL funding years 2027 and 2028 of this agreement. No refunds or discounts shall be issued if the Client fails to provide the agreed-upon Client-Furnished Information. Furthermore, if the Company terminates the agreement due to such failure, no refund or discount will be given. Any payments made by the Client up to the cancellation or termination date shall remain non-refundable. 5. Additional Services: If the Client wishes to have the Company to provide any additional services not set forth in the Statement of Work, related to the E-Rate Services, the Client must authorize such service in writing for a mutually agreed upon additional fee which shall become a part of and subject to the terms of this Agreement upon authorization of such service by the Client. 6. Disclaimer: The Company is not liable for reduction in or denial of funding that results from inaccurate or incomplete Client Furnished Information, the failure of Client to timely provide to Company the Client Furnished Information or to fulfill any Client responsibilities, clerical errors or omissions made by USAC, or if USAC claims inaccurate or insufficient application and the Company can demonstrate to the Client that the application was complete and accurate based on the Client Furnished Information. Notwithstanding the foregoing, Client is responsible for paying the Company Fee as required by the terms of this Agreement regardless of any reductions in or denials of funding including but not limited to any reductions due to 3 changes within the Program which result in decreased funding available to applicants, including Client, or increased demand for the Program. 7. Notices: Any notice given in connection with this Agreement shall be given in writing and shall be delivered either by hand or by certified mail, return receipt requested, to the other party and the other party’s address stated in Schedule A. Either party may change its address stated herein by giving notice of the change in accordance with this paragraph. 8. Assignment: This Agreement may not be assigned by the Client without the prior written consent of the Company which consent may be withheld or denied in the Company’s sole discretion. 9. Waiver: The waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach. 10. Modification & Revisions: No change, modification or waiver of any term of this Agreement shall be valid unless it is in writing and signed by both the Client and the Company. The pricing and fee structure is valid for 90 days from the date of issuance. After this period, all terms are subject to review and may be adjusted based on changes in project scope, the release of an updated list of eligible services, or other relevant factors. 11. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the Client and the Company. 12. Applicable Law: This Agreement shall be subject to and governed by the laws of the State of Texas, excluding its conflicts of laws provisions. 13. Dispute Resolution: Any dispute arising out of or relating to this Agreement shall first be addressed through good-faith negotiation. Either party may initiate this process by delivering written notice describing the dispute in reasonable detail. If the dispute remains unresolved thirty (30) days after delivery of such notice, either party may pursue any available legal remedies. If the Company is required to bring a legal action against the Client to enforce any provision of this Agreement, the Company shall be entitled to recover reasonable attorneys' fees in addition to any other damages awarded. 14. Term: The term of this Agreement shall be as set forth in Schedule A. IN WITNESS WHEREOF, the parties have executed this Agreement 7/1/2026 Client: Croton-Harmon Schools Company: e2e Exchange, LLC (Signature) (Signature) (Date) (Date) Shari D. Phillips (Printed Name) (Printed Name) President (Title) (Title) 4 E-RATE SERVICES AGREEMENT - Schedule A Statement of Work: The Company will provide the services described below. Services Provided Throughout the Funding Year ▪ Coordinate with Client of required information necessary to file applications to receive E-Rate discounts. ▪ Calculate E-Rate Discount. ▪ Prepare and file all necessary documents required by USAC for the E-Rate application process. The forms included are: Form 470, 471, 486, and 472(Billed Entity Applicant Reimbursement Forms (BEAR)) ▪ Respond to requests made by the Schools and Libraries Division during Program Integrity Assurance (PIA) ▪ Review and verify Receipt Acknowledge Letters (RAL’s). ▪ Review of Funding Commitment Decision Letters (FCDL’s). ▪ Tracking Document Review and Document retention (10 Years) Bid Management Services Provided During 28 Day Bidding Window (If selected as an optional service) ▪ Coordinate with Client of required information necessary to participate in a managed bidding process. ▪ Collect and manage bids received during the 28 Day Bidding Window opened by the posting of a Form 470. ▪ Serve as the primary technical contact on the Form 470 for vendors placing bids. ▪ When necessary, act as an intermediary between the Client and the potential vendors making inquiries or participating in the bidding process. ▪ Save and track every bid received. ▪ Respond to all bidder inquiries while ensuring that all vendors who have submitted a bid receive the same information, per USAC’s requirements. ▪ Ensure that the entire bidding process remains open and fair, per program rules. ▪ Submit all bids to the Client for assessment at the end of the bidding window. ▪ Obtain Client’s confirmation of the vendors selected, and ensure that the selected vendors are included on the Form 471. Client Furnished Information: The Client shall provide the following information and steps in accordance with the timeline set forth below (at least 72 hours before the 471 window closes): ▪ A list of buildings included in the district, along with any notes regarding new school or library openings or closures. ▪ Student enrollment & eligible students for free and reduced lunch on a signed claim form or another type of third party document. ▪ A copy of one month telecommunication, internet, and basic maintenance bills, active contracts, quotes any documents describing the relationship in which you procure service or products. ▪ Client shall be solely responsible for completing the bid evaluation spreadsheet, which includes the review and assessment of all bids received during the mandatory twenty-eight (28) day bidding window. This process shall include evaluating each bid based on the criteria outlined in the bid evaluation template provided by the Company, with price being the most heavily weighted criterion. Qualifications, responsiveness, and compliance with applicable requirements can also be considered criterion. The Client must send this completed bid evaluation to the Company. ▪ It is the responsibility of the Client to award its own contracts and inform e2e of chosen vendors with price being the most heavily weighted factor. ▪ Client will provide Company copies of all bids received for each Form 470 certified ▪ Other details may be requested if USAC changes the information requested. The Client agrees to comply with any changes to the Client Furnished Information if USAC requirements change after this agreement is executed. USAC EPC Portal: The Client agrees not to tamper with or otherwise interfere or attempt to interfere in any manner with the functionality or proper working of the EPC Portal. The Company cannot be removed from the EPC portal and the client cannot add additional users or Companies that coordinate E-Rate services as Consultants without written signed consent from e2e. If the removal of the Company does occur for any reason and e2e cannot perform responsibilities described herein, the Client agrees to be responsible for the payment in full including all fees associated with the percent of funding as set forth in the payment schedule in the term of the agreement. If the Client adds a new consultant without prior termination of this agreement, the agreement will terminate immediately, and the remaining fees will not be waived. 5 Timeline: Please be advised that the Program has a very aggressive schedule that will need to be maintained to maximize E-Rate Funding under the terms of the Program. Below details the timeline that the Company will use to manage the process. *This timeline is strictly a guide, as specific deadlines are determined by USAC and may vary from year to year. Collect Client Furnished Information for Funding Year 2027 ............................................... July 2026 - January 2027 Post Form 470 ....................................................................................................................... July 2026 - January 2027 28 Day Competitive Bidding Window ................................................................................... July 2026 - January 2027 Meet with Client to review E-Rate Funding for Funding Year 2027 .................................... July 2026 - January 2027 Prepare & File Form 471 ........................................................................................................... January – March 2027 Client Approves Form 471 ........................................................................................................ January – March 2027 Form 471 is submitted to SLD .............................................................................. No later than the 2027 FY deadline Company Service Fee: The service Fee for the Statement of Work shall be a fixed fee and shall be payable by Client according to the milestones set forth below: ▪ Funding Year 2027 Category One Fee.................................................................................... $1,450.00 per year ▪ Funding Year 2027 Category Two Admin Fee.........................................................................$1,550.00 per year ▪ Funding Year 2027 Category Two Contingency Fee………………………………………………3.5% of Committed Funding with a minimum fee of $1,550.00 per year ▪ Funding Year 2028 Category One Fee.................................................................................... $1,450.00 per year ▪ Funding Year 2028 Category Two Admin Fee........................................................................ $1,550.00 per year ▪ Funding Year 2028 Category Two Contingency Fee……………………………………………...3.5% of Committed Funding with a minimum fee of $1,550.00 per year ▪ Bid Management Per Form 470 Fee ………………………………………………………………………………….….$850.00 per year Payment Schedule for all Funding Years: Client shall pay for services according to the payment schedule listed below. Funding Year 2027 ▪ Funding Year 2027 Category One First Payment (July 1, 2026)…………………………………………………..… $725.00 ▪ Funding Year 2027 Category Two Admin Fee (January 1, 2027)……………………………………………………$1,550.00 ▪ Funding Year 2027 Category One Second Payment (March 1, 2027)………………………………………….… $725.00 ▪ Bid Management Per Form 470 (January 1, 2027) ……………………………………………………………………….$850.00 ▪ Funding Year 2027 Category Two Contingency Fee (Upon FCDL)……………………………3.5% of Committed Funding with a minimum fee of $1,550.00 The fees above are based on the 2026 eligible services list and are subject to change based on the 2027 eligible services list or any changes that may occur in the E-Rate program. The Payment Schedule outlined above applies to Funding Year 2027. The Payment Schedule for Funding Year 2028 and subsequent years shall remain identical, with the exception of one-time fees removed. The Category One fee does not include Fiber Projects. Fiber Projects are provided at an additional cost, based on work involved, for the first initial year and procurement of the project. The Client shall pay for Category Two and Bid Management Services unless they specifically decline all these services in writing. Applicant will only be billed the Contingency Fee upon receipt of the approved Funding Commitment Decision Letter (FCDL). Term of the Agreement: The term of this Agreement shall be for two (2) years, from July 1, 2026 through June 30, 2028, unless earlier terminated by the Company for nonpayment of the Fees. Following the initial term, this Agreement shall automatically renew for successive one (1) year terms on July 1st of each subsequent E-Rate funding year, subject to the same terms and conditions contained herein, including the then-current fee schedule as agreed upon in writing by both parties, unless either party provides written notice of non-renewal to the other party no later than sixty (60) days prior to the start of the upcoming renewal term. Such notice shall be delivered in accordance with Section 7 of this Agreement. 6 If neither party provides timely notice of non-renewal, the Agreement shall be deemed renewed for the subsequent funding year and all fees for that year shall be due and payable as set forth in the then-current payment schedule. Failure to provide timely written notice of non- renewal shall not entitle the Client to a refund of any fees paid or a waiver of any fees owed for the renewed term. Address for Giving Notices: Client: Croton-Harmon Schools Company: e2e Exchange, LLC 10 Gerstein Street Croton-on-Hudson, NY 10520 2600 E Southlake Blvd. Ste 120-219 Southlake, TX 76092