2-BOE Uniform Contract Template- 2025.pdf

Middletown Board of Education Uniform Contract for Goods and Services

This agreement (“Agreement”) is made by and between the Middletown Board of Education, 311 Hunting Hill Avenue, Middletown, Connecticut 06457 (“BOE”), and

(the “Vendor”) (collectively the “Parties”), and effective as of the date that this Agreement is signed by the Superintendent (the “Effective Date”). Unless sooner terminated as set forth below, this Agreement shall terminate upon [check one]:

the one year anniversary of the Effective Date;

the mutual written agreement of the Parties, with no date certain for termination;

other:

WHEREAS, the BOE desires to enter into an agreement with Vendor to provide goods/services pursuant to the attached Appendix A (herein “Services”); and

WHEREAS, Vendor has agreed to provide said goods/services;

NOW THEREFORE, in consideration of the mutual covenants and agreements stated herein, the BOE and Vendor agree as follows:

1. GOODS/SERVICES AND COSTS: A description of the goods/services that Vendor agrees to provide and the attendant costs for those goods and services, along with additional terms and conditions, are set forth in detail in Appendix A to this Agreement. Vendor expressly understands and accepts that under no circumstances can the BOE enter into an agreement that exceeds any amount set forth via appropriation or purchase order. Vendor expressly understands and accepts that this Agreement is subject to the passage of all necessary appropriations and that a failure to appropriate renders the Agreement null and void, with no liability to the BOE or cause of action for the Vendor. The costs for Vendor’s goods/services SHALL NOT EXCEED

2. INSURANCE: Vendor shall secure and maintain the types and amounts of insurance set forth in Appendix B to this Agreement during the life of this Agreement.

3. INDEMNIFICATION: Vendor shall defend, indemnify, and save harmless, the BOE, its officers, agents, servants, and employees from and against any and all claims, liabilities, losses, damages, actual attorney fees, and settlement expenses arising from bodily injury or death of any persons and damage or loss of any property resulting or arising out of or in connection with the performance of any work or services relating to this contract based upon any act, omission, or negligence of Vendor or any of Vendor’s employees agents, servants, subcontractors, or any other person or persons, including but not limited to the BOE, its agents, officers, servants, or employees. This indemnification agreement shall not be limited by reason of insurance coverage of any type. This provision is not intended to waive the defense of governmental immunity that may be asserted by the BOE in an action against it.

4. ASSIGNMENT: Vendor shall not assign this Agreement without the City’s prior written consent.

Any attempt to assign this Agreement without the City’s prior written consent shall render such assignment null and void.

5. SUCCESSORS: This Agreement will bind and inure to the benefit of the Parties’ heirs, personal representatives, executors, administrators, successors, and assigns.

6. NON-COLLUSION: Vendor declares that, as of the Effective Date of this Agreement, no BOE official, directly or indirectly, has a financial interest in the Contract and, furthermore, Vendor pledges to notify the Superintendent, in writing, should any BOE official acquire, directly or indirectly, a financial interest in this Agreement. Vendor further declares that, as of the Effective Date of this Agreement, it has not given or donated, or promised to give or donate, directly or indirectly, to any official or employee of the BOE, or to anyone else, for any benefit, any sum of money or other thing of value for aid or assistance in obtaining this Agreement and, furthermore, Vendor pledges that neither Vendor nor any other officer, agent or employee of Vendor will give or donate, or promise to give donate, directly or indirectly, to any official or employee of the BOE, or anyone else for benefit of BOE officials, any sum of money or other thing of value, for aid or assistance in obtaining any contract with the

BOE.

7. TERMINATION: If Vendor fails to fulfill its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, or if the BOE deems that the Vendor’s conduct could have a negative effect on the reputation of the BOE, the BOE shall have the right, in its sole discretion, to terminate this Agreement immediately. The BOE also shall have the right, in its sole discretion, to terminate this contract without cause by giving thirty (30) days written notice to Vendor of such termination specifying the date of such termination.

Upon termination of the Agreement, the BOE shall have no obligation to pay Vendor for services not performed or goods not received.

8. RELEASE OF CLAIMS: The acceptance by Vendor, or Vendor’s successors or assigns, of any payment made on the final requisition under this Agreement, or of any final payment due on termination of this Agreement, shall constitute a full and complete release of the BOE from any and all claims, demands and causes of action whatsoever which Vendor, or Vendor’s successors or assignees, have or may have against the BOE under the provisions of this Agreement.

9. INDEPENDENT CONTRACTOR: Vendor shall be deemed to be an independent contractor and shall be wholly responsible for the manner in which goods/services are provided/performed under the terms of this Agreement. Nothing herein contained shall be construed as creating the relationship of employer and employee or principal and agent, between the BOE, its agencies, employees, agents, and Vendor, or Vendor’s employees, and agents. Vendor assumes exclusively the responsibility for and agrees to indemnify and hold the BOE harmless from the negligent acts of Vendor’s employees and agents as they relate to the goods/services to be provided during the course and scope of their employment. Vendor and Vendor’s agents and employees shall not be entitled to any rights and privileges of BOE employees and shall not be considered in any manner to be BOE employees.

10. BREACH: Upon a breach of this Agreement, the BOE may withhold any payments to Vendor to off-set its damages until such time as the exact amount of damages due to the BOE is determined.

11. EQUAL EMPLOYMENT OPPORTUNITY: Vendor agrees and warrants that in the performance of this Agreement it will not discriminate against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, including pregnancy, transgender status, gender identify or expression, sexual orientation, military service, criminal record, genetics, intellectual disability, mental or physical disability, including, but not limited to, blindness, unless it is shown that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States, the State of Connecticut, or the City of Middletown. Vendor also agrees to provide the BOE with such information that it may request concerning the Vendor’s employment practices and procedures as related to the provisions of this Section.

12. ADA ACCOMMODATIONS: Vendor, in performing this Agreement, will, at all times, comply with the Americans with Disabilities Act (ADA). Specifically, the Vendor is hereby notified that the BOE must comply with the requirements of the ADA and that Vendor, as the provider of the goods/services set out herein, must also comply with the ADA.

13. BACKGROUND CHECKS: Vendor agrees to submit, and to subject any of Vendor’s employees to, any and all necessary background checks, which may include fingerprinting and drug screening. Failure of Vendor or any of Vendor’s employees to pass any of the above may result in immediate termination of this Agreement.

14. ENTIRE AGREEMENT; AMENDMENT: This Agreement constitutes the entire Agreement between the Parties, and supersedes all prior representations, understandings, and agreements of the Parties. The Parties agree that they have not relied on any representations, promises or agreements of any kind from the other Parties in connection with their decision to enter into this Agreement. This Agreement may not be modified, altered, amended or changed except upon express written consent of all Parties where specific reference is made to this Agreement.

15. GOVERNING LAW; INTERPRETATION: This Agreement and all Parties hereto will be governed and interpreted by the laws of the State of Connecticut, without regard to its conflict of law provisions. To the extent that any court action is permitted consistent with or to enforce any part of this Agreement, the Parties hereby consent to the exclusive jurisdiction of the state and federal courts of the State of Connecticut. Accordingly, with respect to any such court action, Vendor and its successors and assigns, (a) submit to the personal jurisdiction of such courts; (b) consent to service of process; and (c) waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, venue or service of process. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and such provision cannot be modified to become legal and enforceable, excluding the general release language, such provision will immediately become null and void, leaving the remainder of this Agreement in full force and effect.

16. NOTICES AND REPRESENTATIONS: The Parties represents and agree: (a) that they have read this Agreement and understand and agree with all of the terms and conditions of this Agreement, (b) that they enter into this Agreement freely, knowingly and voluntarily, and (c) that they have been advised, and have had the opportunity, to consult with an attorney of their choice prior to executing this Agreement.

17. COUNTERPARTS: This Agreement may be executed by the Parties in separate counterparts, which taken together constitute one Agreement. This Agreement may be executed more than once so that each party may hold a duplicate original.

18. STUDENT DATA PRIVACY: If the Services contemplated pursuant to this Agreement involve the disclosure of student information, student records or student-generated content (collectively “student data”) by the Board of Education to the Contractor, as defined by C.G.S. § 10-234aa through C.G.S. § 10-234gg, as amended from time to time, the Parties shall be bound by such provisions and agree that the defined terms in C.G.S. § 10-234aa shall be incorporated into this Agreement by reference as if set forth fully herein.

Furthermore, the Act requires that the Parties be bound by the following provisions, to which the Parties agree that:

1) For purposes of this Agreement, “directory information,” “de-identified student information,” “personally-identifiable information,” “operator,” “school purposes,” “student information,” “student records,” “student-generated content,” and “targeted advertising,” shall be as defined by C.G.S. § 10-234aa. “Education records” shall be defined by the Family Educational Rights and Privacy Act of 1974 (“FERPA”), codified at 20 U.S.C. § 1232g (as amended); and its implementing regulations, 34 CFR 99.1 - 99.67 (as amended).

2) The Parties agree that the purpose of this Agreement is to detail the obligations of both Parties relative to the safety and confidentiality of student data, which student data may be provided to the Contractor/Vendor in connection with Contractor’s provision of one or more of the following professional and non-instructional services (Check those applicable):

Medical Consultation;

Special education consultation or audit;

Academic program consultation or audit (non-special education)

Behavior intervention/Positive behavior intervention supports consultation or audit;

Information technology, consultation or audit;

Student data storage, maintenance, collection and/or analysis;

Other (explain): ____________________________________

Not Applicable.

3) All student information, student records and student-generated content are not the property of or under the control of the Contractor/Vendor. All student data provided under this Agreement are and remain under the control of the Board of Education, and all student-generated content are and remain the property of the student or the parent or legal guardian of the student.

4) The Board of Education may request the deletion and/or return of student information, student records, or student-generated content in the possession of the Contractor at any time and for any reason, by providing notice to the Contractor via written or electronic mail. Upon receipt of such notice from the Board of Education, the Contractor shall, within two business

(2) days of receiving such notice, either return to the Board of Education or delete all such student information, student records, or student-generated content in its possession, and shall in a writing signed by the Contractor, attest that all such information has been deleted and/or returned to the Board of Education.

5) The Contractor/Vendor shall not use student information, student records and student-generated content for any purposes other than those authorized pursuant to this Agreement, and may not use any student data for any targeted advertising.

6) Upon request, a student, parent or legal guardian of a student may review all personally identifiable information contained in the student data in the possession of the Board of Education or the Contractor/Vendor, and may correct erroneous information, if any, in such student record. Within two business (2) days after the receipt of such request, the Contractor and the Board of Education shall work cooperatively to allow such student, parent or legal guardian access to all personally identifiable information in student data that has been shared with the Contractor/Vendor, and correct any erroneous information therein, by following the amendment procedures outlined in the Board’s Student Records, Confidentiality - Directory Information Policy 5125.

7) Security and Confidentiality of Student Data. The Contractor/Vendor and the Board shall ensure that they each comply with the Family Educational Rights and Privacy Act of 1974, 20 USC 1232g, as amended from time to time. Further, the Contractor/Vendor shall take actions designed to ensure the security and confidentiality of the student data, including but not limited to:

A. Using technologies and methodologies consistent with the guidance issued in the American Recovery and Reinvestment Act of 2009, Public Law 111-5 § 13402(h)(2), 42 U.S.C. § 17932.

B. Maintaining technical safeguards relating to the possession of education records in a manner consistent with 45 C.F.R. 164.312.

C. Otherwise meeting or exceeding industry standards relating to the safeguarding of confidential information.

8) Prohibited Uses of Student Data.

A. The Contractor/Vendor shall not use student data for any purposes other than those authorized pursuant to this Agreement.

B. The Contractor/Vendor shall not retain, and the Board of Education shall not otherwise make available, any student data upon completion of the contracted services unless a student, or parent or legal guardian of a student chooses to establish or maintain an electronic account with the Contractor/Vendor for the purposes of storing student-generated content.

C. During the entire effective period of this Agreement, the Board of Education shall have control of any and all student data provided to or accessed by the Contractor/Vendor. If a student, parent or guardian requests deletion of student data, the Contractor/Vendor agrees to notify the Board of Education immediately, but no later than two (2) business days after receiving such a request, and agrees to not delete such student data because it is controlled by the Board of Education.

The Contractor/Vendor shall destroy any and all student data within a reasonable period of time if the Board of Education requests the deletion of such student data.

D. The Contractor/Vendor shall not collect, store, or use student data or persistent unique identifiers for purposes other than the furtherance of school purposes, as determined by the Board of Education.

E. The Contractor/Vendor shall not sell, rent or trade student data. In the event the Contractor/Vendor merges or is purchased by another entity, the Contractor must notify the Board of Education in writing and receive written approval from the Board of Education prior to providing for any purpose any student data covered under this Agreement to its successor.

9) Data Breaches.

A. Upon the discovery of an unauthorized release, disclosure or acquisition of student data, including any directory information contained in such student information, the Contractor/Vendor shall notify, without unreasonable delay, but not more than five days

(5) after such discovery, the Board of Education of such breach of security (the “Initial Notice”). The Initial Notice shall be delivered to the Board of Education by electronic mail to Michael Skott at Skottm@mpsct.org and Alan Addley at Addleya@mpsct.org, and shall include the following information, to the extent known at the time of the notification:

(i) Date and time of the breach;

(ii) Names of student(s) whose student data was released, disclosed, or acquired;

(iii) The nature and extent of the breach;

(iv) The Contractor’s proposed plan to investigate and remediate the breach

B. Upon receipt of notice of a breach of security, the Board of Education shall electronically notify, not later than forty-eight (48) hours after receipt of such notice, the student and the parents or guardians of the student whose student information, student records or student-generated content is involved in such breach of security. The Board of Education shall post such notice on the board’s Internet web site.

C. Upon discovery by the Contractor/Vendor of a breach, the Contractor/Vendor shall within thirty (30) days of the discovery of the breach, conduct an investigation and restore the integrity of its data systems, and also without unreasonable delay, but not later than thirty (30) days after discovery of the breach, shall provide the Board of Education with a more detailed notice of the breach, including but not limited to the date and time of the breach; name(s) of the student(s) whose student data was released, disclosed or acquired; nature and extent of the breach; and measures taken to ensure that such a breach does not occur in the future.

D. The Contractor/Vendor agrees to cooperate with the Board of Education with respect to the investigation of the breach and to reimburse the Board of Education for costs associated with responding to the breach, including but not limited to the costs relating to notifications as required by state law.

E. If the Contractor is also an Operator, as defined in C.G.S. § 10-234aa:

i. Notwithstanding the breach notifications required in this Article, the Operator shall provide the Board of Education with a copy of the notification that it provides to a student or the parents or guardians of such student pursuant to C.G.S. § 10-234dd.

The copy of such notice shall be provided to the Board of Education by electronic mail on the same date that it is provided to the student or parents or guardians of such student. The Parties agree that the following information shall be included in the Contractor’s notice of the breach to a student or parent or guardian of a student:

a. Name of the student being notified whose student data was released, disclosed or acquired, which shall not include the names of other students; and the

b. Date and time of the breach.

10) All student-generated content shall be the property of the student or the parent or legal guardian of the student.

19. AUTHORITY TO EXECUTE: The Parties agree that the signatories appearing below have the authority and are duly authorized to execute this Agreement on behalf of the part to the Agreement.

20. CONFLICTING PROVISIONS: If any terms of any document attached to this Agreement conflict with the terms contained in this Agreement, the terms of this Agreement shall supersede and control.

BY SIGNING BELOW, THE PARTIES CONFIRM THAT THEY HAVE CAREFULLY READ AND

UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT, ENTER INTO THE AGREEMENT

KNOWINGLY, VOLUNTARILY, AND OF THEIR OWN FREE WILL, UNDERSTAND ITS TERMS

AND THEIR SIGNIFICANCE, AND INTEND TO ABIDE BY ITS PROVISIONS WITHOUT

EXCEPTION.

WITNESS:

Printed Name: ____________________________

WITNESS:

Printed Name: ____________________________

MIDDLETOWN BOARD OF EDUCATION

Alan Addley Its Interim Superintendent, Duly Authorized

Date: __________________________________

VENDOR:

By: ____________________

Its ____________________, Duly Authorized

Date: __________________________________

APPENDIX A:

DESCRIPTION OF PROGRAMS/SERVICES AND COSTS

AND ADDITIONAL TERMS AND CONDITIONS

APPENDIX B:

INSURANCE REQUIREMENTS