ailachmeill l.3 · 4/27/2016 · may 9, 2016 may 3, 2016 and will continue until student moves or...

8. COMMUNICATIONS -

a. Thank You from PV - Cheryl Caines, Supervisor of Special Education - ATTACHMENT 8.a. b. Student Artwork - Spring 2016 Art Contest - ATTACHMENT 8.b.

11. REPORT OF EXECUTIVE DIRECTOR

ADDENDUM

April 27, 2016

c. Updated Summary of Approval - CIU20 General Operating Budget 2016-2017 - ATTACHMENT 11.c

13. ACTION ITEMS

10. Approval - Settlement Agreement and Release It is recommended the Board approve the Settlement Agreement and Release between the Colonial Intermediate Unit 20 Early Intervention Program and G.V. in the amount of $5,217.92 subject to execution of the agreement by the parents of G.V.

11. Approval - School Operation Services Group, Inc. Agreement It is recommended the Board approve the Agreement with School Operations Services, Inc. for interim administrative services from April 27, 2016 through August 31 , 2016, at a rate of $508 per day ($254 per half day) not to exceed a total of $45,000. The terms and conditions of the Agreement are attached. AilACHMEill__l.3.11

14. PERSONNEL ITEMS

B. RESIGNATIONS It is recommended the Board accept the following Resignations:

£:>lame eositioo Effectille Date 12 Kelly Argirakis Speech Therapist April 8, 2016

13 Linette Martino COTA April 15, 2016

D. APPOINTMENTS It is recommended the Board approve the following Appointments:

Name Assigorneot Salary 13 Kim Chatha Long-term Substitute Mental Health $50,459 (Step 1 - M)

Treatment Specialist (PHP, JM Hill Elementary, ESASD)

14 Kaitlyn Daddy Full-time TPE Teacher (PHP, Broughal $48,330 (Step 1 - BS/ BA) MS, BASD)

15 Patrice Flamish Van Driver / Monitor $13.75/ $12.19 per hour

16 Justine Horvath Full-time Associate Teacher (1:1) (AS, $20,552.75 (Cluster 7, Swiftwater Elementary, PMSD) Step 1 - BS/ BA)

17 Hector Pagan Full-time Custodian / Maintenance $25,708, plus $2,500 (Buildings and Grounds, CIU Office) fiscal year stipend for

maintenance duties) 18 Maria-Kristy Full-time Associate Teacher (1:1) (AS, $18,052.75 (Cluster 7,

Sfetsas Pocono Mountain West Jr. HS, PMSD) Step 1 - HS48/ AS)

E. SUPPLEMENTAL AGREEMENTS TO CURRENT POSITIONS

ADDENDUM April 27, 2016

Reasoo Dissatisfaction with wages or conditions Dissatisfaction with wages or conditions

Effectille Date January 5, 2016

April 11, 2016

May 2, 2016 April 18, 2016 and will continue until student moves or no longer needs service

May 9, 2016

May 3, 2016 and will continue until student moves or no longer needs service

It is recommended the Board approve the following Supplemental Agreements with current employees:

Name Rate Ser'lice Effective Dates

Amanda Contractual To provide Speech April 28, 2016 - September 1, 2016

29 Devaney hourly rate, not Services after school (Speech to exceed 60 hours and on El breaks Therapist) hours Dario Chavez Contractual To manage food June 28, 2016 - August 4, 2016 (Teacher) Hourly rate, not service for Summer PHP

to exceed 60 and TES ESY at 30

hours Colonial Academy

The following staff to receive their contractual hourly rate (unless specified otherwise), not to exceed 67 hours, for working the Extended School Year Program, effective June 23, 2016 through July 21, 2016:

Name Curreot fositioo ESY eositioo ~ge

31 Brittany Riker AT Teacher $34.28

32 Crisan gel Cabreja

33 Delores Chalmers

34 Amy Cortright

35 William Oatman

36 Sarah Smith 37 Tim Cuevas

38 Janine Page

39 Emily Gething

40 Michelle Storm

41 Kathryn Giovannini

42 Nancy Ryan

43 Patti Bower 44 Stephen Huth

45 Latasha Anthony

46 Logan Carl-Snyder

47 Desire DeBono

48 Tabitha Dillard 49 lro Gaddy

50 Stephanie Hartman

51 Kristina Iovino

52 Kathryn Malachowsky

53 Richard Orr

54 Robyn Overholt

55 Kaitlyn Shuster

56 Jeanne Southard

57 Reema Tajdar 58 Juliann Billock

59 Edward Fermin

60 Katie Fontanille

61 Carolyn Hahn 62 Barbara Levan

63 Glen Pembleton

64 Courtney Rasley

65 Kristie Saveri

66 Regan Whitesell

67 Eleanore Yamrus

Associate AT Specialist Substitute. AT

Associate AT Specialist Substitute AT

Teacher AT Teacher Teacher Teacher Teacher Teacher Teacher

Teacher Teacher Teacher Teacher

Teacher Teacher Teacher Teacher MHW MHW AT AT

Substitute AT

AT AT

AT AT AT AT

AT AT

AT AT AT AT

AT AT AT AT

AT AT AT AT

AT AT AT AT

AT AT AT AT

AT AT

AT AT AT AT

AT AT

AT AT

AT AT

AT AT

$13.94

$15.01

$15.01

$15.01

$14.58 Contractual Hourly Rate Contractual Hourly Rate Contractual Hourly Rate

Contractual Hourly Rate Contractual Hourly Rate

Contractual Hourly Rate

Contractual Hourly Rate Contractual Hourly Rate Contractual Hourly Rate

$15.01



















The following staff to receive their contractual hourly rate (unless specified otherwise), not to exceed 196 hours, to provide support during the Northampton County Juvenile Justice Summer Program, effective June 17, 2016 through August 4, 2016:

68 Thomas Ede Teacher Teacher Contractual Hourly Rate

69 Peter Thomas Teacher Teacher Contractual Hourly Rate

70 Richard Baur Teacher Teacher Contractual Hourly Rate

71 Benjamin Reph Teacher Teacher Contractual Hourly Rate The following staff to receive their contractual hourly rate (unless specified otherwise), not to exceed 91 hours, to provide support during the Therapeutic Emotional Support Summer Program, effective June 27, 2016 through August 4, 2016:

Name (U[reOt eositioo IES Surnrne[ eositioo Salacy O[ Wage 72 Daria Foley Teacher Teacher Contractual Hourly Rate

73 Samantha Teacher Teacher Contractual Hourly Rate

Siegfried

74 Ashley Eckhart Teacher Teacher Contractual Hourly Rate

75 Samantha AT Teacher $35.07 Molle

76 April Connolly AT Teacher $34.46

77 Amy Kossyk AT Teacher $34.28

78 Program Teacher $41.94

Laura Peterka Specialist

79 Ashlee Teacher Teacher Contractual Hourly Rate Grennan

80 PT BHRS MHTS $36.58

Julie Bisci 81 Danielle Garcia MHW MHW Contractual Hourly Rate

82 Erika Kauth MHW MHW Contractual Hourly Rate

83 Nicholas MHW MHW Contractual Hourly Rate Strebig

84 Jessica MHW MHW Contractual Hourly Rate Schmauyder

85 Patricia Shane MHW MHW Contractual Hourly Rate

86 Stephen Huth MHW MHW Contractual Hourly Rate

87 T evin Gibson MHW MHW Contractual Hourly Rate

88 Ryan MHW MHW Contractual Hourly Rate Capobianco

89 Amanda AT AT Contractual Hourly Rate Avvento

90 Jessica AT AT Contractual Hourly Rate Gerberich

91 Connie O'Neill AT AT Contractual Hourly Rate 92 Sara O'Neill AT AT Contractual Hourly Rate 93 Mariah Oyer AT AT Contractual Hourly Rate

94 Cori Turner AT AT Contractual Hourly Rate The following staff to receive their contractual hourly rate (unless specified otherwise), to provide services during the Summer Partial Hospitalization Program (SPHP) , effective June 28, 2016 through August 4, 2016

Name (u(reot eositioo Sel::Je eositioo Salacy O[ Wage

95 Nicole PT OP & BHRS MHTS $35.79 Calabrese Therapist

96 Charlotte MHTS MHTS Contractual Hourly Rate Cary-Boothe

97 Jody Gilvary

98 Carla Henry

99 Joseph Kohm

100 Weston Mousley

101 Laurie Plotsko

102 Jennifer Welsh

103 Andrea Fuller

104 Timothy Glick

105 Megan ludicello

106 Joseph Blazick

107 Virginia Carangelo

108 Yvonne Carter

109 Melanie Carty

110 Caitlin Corrigan

111 Christopher Craig

112 Crystale Getz

113 Roberta Ohl

114 Mark Seremula

115 Steve Shaneberger

116 Michael Stambaugh

117 Meghan Trinchere

118 Greg Witt

119 Alfred Youtz

120 Eric Yuknek

121 Melinda Heller

122 Laura Hoffert

123 Michelle Marino

124 Marlene Ruscigno

125 Deborah Woods

MHTS MHTS MHTS MHTS

MHTS PT OP Therapist Nurse Teacher Teacher

Teacher MHW

MHW Teacher MHW

MHW

Teacher MHW

MHW Truancy Specialist

Teacher

Teacher

MHW MHW Truancy Specialist AT AT AT

Transition Coach

AT

MHTS MHTS MHTS MHTS

MHTS MHTS Nurse Teacher Teacher

MHW MHW

MHW MHW MHW

MHW

MHW MHW

MHW

MHW

MHW

MHW

MHW MHW MHW

AT AT

AT

AT

AT

Contractual Hourly Rate Contractual Hourly Rate Contractual Hourly Rate Contractual Hourly Rate


$35.79 Contractual Hourly Rate Contractual Hourly Rate Contractual Hourly Rate

$21.24 Contractual Hourly Rate

Contractual Hourly Rate $20.76 Contractual Hourly Rate


$20.28 Contractual Hourly Rate


$19.77

$20.76

$20.76

Contractual Hourly Rate Contractual Hourly Rate $18.81



$20.57



The following staff to receive their contractual hourly rate (unless specified otherwise), for working the Extended School Year Program and to provide services for students as specified in their IEPs, effective June 23, 2016 through August 12, 2016

Name Cu[reOt eositioo ES'r' eositioo Sala~ O[ Wage 126 Natalie Phillips COTA COTA not to exceed 80 hours at Contractual Rate 127 Kelly Reiss COTA COTA not to exceed 80 hours at Contractual Rate 128 Lisa Asay COTA COTA not to exceed 60 hours at Contractual Rate 129 Amy Henry OTR OTR not to exceed 80 hours at the Contractual

Rate 130 Adrienne PT PT not to exceed 5 hours at Contractual Rate

Levey

j 131 I Natalie Phillips I COTA

H. SUBSTITUTE LISTS

I COTA

ADDENDUM

April 27, 2016

I not to exceed 80 hours at Contractual Rate

It is recommended the Board approve placement of the following individuals on the Substitute Lists indicated as per the effective dates as noted:

1. Substitute Teachers Ingrid Gonzalez April 21, 2016 Tamara Etienne-Daniel April 21, 2016 Odaliz Malave April 21, 2016 Rodriguez

2. Substitute Associate Teachers Ingrid Gonzalez April 21 , 2016 Tamara Etienne-Daniel April 21, 2016 Odaliz Malave April 21, 2016 Rodriguez

.--------------·--------·-·--·-·--------···-------..-..-----,------·-·----

Fwd: Thank you from PV 1 message

ATTACHMENT 8 a

Hales, Dawn <[email protected]>

·-·-,.,·-····------·-·····-·---··········-··-·--···········--·-···,-·:····--···-:-·-r··:-···--·········-·-·-··-··;··:··:·,-···,.,,., .•.... ,, .. ,.,,. .. ,.~,,,..,.....-----:..,..,•·:-····-~--:··--= :,,..,,., •. ,.,. . ..,..,.,_ ..... - ... ,,.....,...,.., .. ,,,.,... . .,...,, .. ..,,..--,,.,.,..,.,,,.. .. _,.,, ..... , • ., .. ., . ., ...•...... ,.,.,..., .. ........ ,..,,,.., ....... , .. ,, .• ,, . ., •. ~ - - .........•... ,.,, .... .,., ..... , .. , .•.•.............•.•.. ,...,., ... ..,. ., ... " ... -:":">,...,.,.---,.....,,.._,,.

Hales, Dawn <[email protected]> To: "Dawn M. Hales" <[email protected]>

------ Forwarded message -----From: Caines, Cheryl <Caines.Cheryl@pvbears .org> Date: Thu, Apr 7, 2016 at 2: 15 PM Subject: Thank you from PV

Tue, Apr 26, 2016 at 10:15 AM

To: "Mikovich, Gregory ([email protected])" <[email protected]>, "[email protected]" <[email protected]>, "[email protected]" <[email protected]>, "[email protected]" <[email protected]> Cc: "Bernstein, Marc ([email protected])" <[email protected]>, "Steve Rupp ([email protected])" <[email protected]>, "Hopstetter, Donna ([email protected])" <[email protected]>, "Jacobi, Tracey" <T [email protected]>, "Lee Van Fleet ([email protected])" <[email protected]>, "Siani, Diane" <[email protected]>, "Palmieri, Doug" <Palmieri.Doug@pvbears .org>, Christopher Welfel <[email protected]>

Greg and Sara and Krista ;

Just wanted to thank you for your time and effo1t in helping PV sail through the compliance monitoring. You took the time to complete the teacher input form and to meet with the compliance monitors and I wanted you to know that I appreciate it© Sara, if you can pass this along to Krista, just in case she does not get this email, I would appreciate it. She did a speech lesson with DC, on the spur of the moment and impressed the compliance monitor.

Supervisors .... please thank your teachers for all of their help in getting the caseload infom1ation to us in a timely manner ... we have no corrective action plan necessary and we are going to celebrate!

Thank you so much .... this was a team effort and at PV, we are glad that we are a part of this team!

c~

Cheryl L. Caines, M. Ed.

Pleasant Valley School District

Supervisor of Special Education

2233 Route 115 Suite 100

Brodheadsville, PA 18322

(570) 402-1000 ext. 1312

ATTACHMENT 8.b To: [email protected]

Deborah Gladd, You Have One or More Students

How to View Your Accepted Student(s):

• Click the button below to log in online to view your

accepted student(s).

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Is Everyone Accep~ed for Publication?

Absolute ly not! We take prid.e in the fact that we are selective with

our entries. This is not a contest that accepts everyone to be

published. We only pick out t he best art to be included which means

that most students are not invited to be included in the anthology.

Only the top 25% of the entries are invited to be published . Our

objective is to make it an honor to be selected for the anthology.

Read more >

How Do I Order? Record this proud moment forever with a beautiful hardbound book that contains your students' artwork . A limited number of books will be printed. To be guaranteed a copy of the anthology, you may reserve your copy by placing your order by the deadline date. Reserve my anthology now >

Spring 2016

What Is the Deadline for Giving Permission?

To be included in the anthology, your student(s) will need to give

permission by May 12, 2016. They can give permission online or

by returning the postcard they will soon receive in the mail.

Remember, if five or more of your students give permission you will

be sent a free book!

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Be sure each student gives permission to be published as this

program helps your classroom receive much needed classroom

supplies for free! Points are awarded for each student who returns

permission , as well as for teachers you refer to our contests .

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ATTACHMENT 11.c

APPROVAL- 2016-17 CIU20 GENERAL OPERATING BUDGET

"YES' "NO" VOTE DISTRICT VOTING DATE PRO PORT. NOTATIONS

EXT EN. VOTES VOTES VOTE

Bangor MAR 29 2016 3 27 7 0 2 Absent

Bethlehem MAR 212016 15 135 9 0 N/A

Delaware FEB 18 2016 5 45 8 0 1 Absent

Valley

East

Stroudsburg MAR 212016 7 63 9 0 N/A

Easton FEB 23 2016 9 81 8 0 1 Absent

Nazareth FEB 22 2016 5 45 7 0 2 Absent

Northampton APR 25 2016 6 54 5 4 N/A

Pen Argyl APR 19 2016 2 18 6 0 3 Absent

Pleasant Valley FEB 112016 5 45 8 0 1 Absent

Pocono

Mountain FEB 03 2016 10 90 7 0 2 Absent

Saucon Valley MAR 08 2016 2 18 7 0 2 Absent

Stroudsburg FEB 17 2016 5 45 6 0 3 Absent

Wilson FEB 02 2016 2 18 9 0 N/A

TOTALS 76 684 96 4

A majority of the proportionate votes and districts must approve the budget prior to May 1, 2016

(7 approving districts and 343 proportionate votes are necessary)

TOTAL TOTAL "YES" "NO"

VOTES VOTES

21 0

135 0

40 0

63 0

72 0

35 0

30 24

12 0

40 0

70 0

14 0

30 0

18 0

580 24

AGREEMENT

This agreement made this 27th day of April 2016, by and between the Colonial Intermediate Unit, with its principal place of business located at 6 Danfourth Dr., Easton, PA 18045 (hereinafter referred to as “Client”) and School Operation Services Group Inc., whose principal place of business is maintained at 31 Glenloch Way, Malvern, PA 19355 (hereinafter referred to as “Contractor”).

1. DESCRIPTION OF SERVICESContractor will assign its employee(s) to provide administrative services at Client’slocation(s). Contractor will provide a trained qualified employee as necessary to fulfill theneeds requested by Client. Client may increase or reduce the number of specific datesand hours when services will be provided by the Contractor’s employees.

2. CONDITIONSContractor and Client agree that the following conditions will apply to Contractor while performingduties under this Agreement.a. The Contractor’s employee will not have the authority to act as an Agent of the Client.b. The Contractor’s employee will not be an authorized signer on behalf of the Client.c. The Contractor’s employee will not be authorized to act as a Construction/Project Manager for

construction projects.d. The Contractor’s employee will not receive a performance evaluation by the Client at any time

during the term of this Agreement.

3. TERMThe term of this Agreement shall be from April 27, 2016 through to August 31, 2016. Either partymay terminate this Agreement, or an extension thereof, at any time, for any reason with sixty(60) days written notice. Contractor reserves the right, however, to terminate this Agreementimmediately in the event of non-payment for services rendered. In the event of any termination,this Agreement will continue to govern the parties’ rights and obligations with respect to servicesperformed prior to termination.

4. RATEThe rate billed to Client for services will be $ 508.00 for each day of assignment, $254 for a halfday of assignment. Expenses that are a result of requests by Client will be billed as additionalexpenses, such as mileage, travel, training, etc.

5. CONTRACTOR'S RESPONSIBILITIESa. GenerallyContractor will recruit, interview, select, hire and assign its employee(s) to Client toprovide requested services. Contractor shall ensure that all individuals who are selected,hired, and assigned to provide services under this Agreement are adequately trained,experienced, competent and otherwise qualified to provide said services.As the employer, Contractor will: (i) maintain all necessary personnel and payroll records for itsemployees; (ii) calculate their wages and withhold taxes and other government mandatedcharges, if any; (iii) remit such taxes and charges to the appropriate government entity; (iv) paynet wages and fringe benefits, if any, (i.e., vacation and holiday pay) directly to its employees;(v) provide for liability and fidelity insurance as specified herein, and (vi) provideworkers' compensation insurance coverage in amounts as required by law.Any issues regarding the performance of Contractor’s employees will be addressed by Client andContractor. At Client’s request, Contractor will remove any of its employees assigned to Clientimmediately and replace the employee within two weeks. The client will not be charged for any

ATTACHMENT 13.11

days in the interim where services are interrupted. This agreement will in no way affect the right of Contractor, in its sole discretion as employer, to hire, assign, reassign, discipline and/or terminate any of its own employees.

b. Compliance In connection with the performance of this Agreement, Contractor will comply with all applicable laws, regulations and orders, including, but not limited to, equal opportunity employment laws and regulations, the Fair Labor Standards Act, the Immigration Reform and Control Act, and criminal history record check laws. Specifically, Contractor warrants that all individuals who provide services under this Agreement shall be properly screened and vetted pursuant to Pennsylvania law as follows:

(1) Contractor shall ensure that any and all employees furnished by Contractor, or contractors enlisted by Contractor, including employees of said contractors, and any other individuals providing any services under this Agreement, who may in any manner come in contact with the students of Client, shall have appropriate criminal background clearances as provided for in Section 1-111 of the Pennsylvania School Code and Sections 6354-6358 of the Pennsylvania Public Welfare Code (Acts 134, 151, and 114). Contractor agrees to bear any and all costs associated with acquiring the required background clearances.

(2) Contractor shall make copies of the clearances available to Client prior to the commencement of any services provided by Contractor and/or said individuals’ presence on Client’s premises.

(3) Contractor shall notify Client immediately upon becoming aware that any of its employees, contractors or contractor’s employees, who previously were certified as completing the background clearances, and as meeting the statutory standards, are subsequently arrested or convicted of any disqualifying offense under State or federal law. Failure by Contractor to notify Client of such an arrest or conviction within seventy-two (72) hours of Contractor's knowledge of such arrest or conviction shall constitute grounds for immediate termination of this Agreement by Client.

(4) Contractor shall assure that each of its employees or contractors who provide any services pursuant this Agreement shall comply with all applicable Client policies and all applicable local, state and federal laws and regulations.

(5) Contractor agrees that neither it nor any of its employees, agents or officers will at any time, either during or subsequent to the term of this Agreement, disclose to any third party any information that Client has designated and clearly marked as confidential information, including any student information, personal health information or other information accessed or obtained by virtue of entering into this Agreement and providing services herein, except where expressly required by law or where such disclosure is expressly approved by Client in writing.

(6) Contractor agrees that the failure by Contractor to perform or enforce any of the duties described in this paragraph (b) inclusive shall constitute a material breach of the contract entitling Client to terminate this Agreement immediately with no further responsibility to make payment or perform any other duties under this Agreement.

c. Contractor’s Employees All of Contractor’s employees assigned to Client by Contractor under this Agreement shall at all times and for all purposes be deemed independent contractor’s as it pertains to Client, and employees of Contractor. Contractor’s employees assigned to Client by Contractor under this Agreement shall not be eligible to receive, nor shall they receive, any compensation or benefits from Client nor shall they derive any employment related rights or entitlements as related to Client.

Contractor shall be solely responsible for the hiring, compensation, management and evaluation of its employees, agents or contractors who shall provide services pursuant to this Agreement. Contractor shall be solely responsible to pay for any compensation and/or benefits provided to its employees, as applicable, and to provide for workers' compensation insurance coverage in amounts as required by law as to such employees.

Contractor shall be solely responsible for paying any federal, state, and/or local withholding taxes and any and all other payments and payroll related taxes resulting from services rendered under this Agreement by said employees. Contractor expressly shall hold Client harmless against the payment of any compensation or benefits and all taxes, contributions, or premiums which may be payable under federal, state, or local laws related to said employees arising out of the performance hereunder.

6. PAYMENT FOR SERVICES Contractor will invoice Client every fourth week at the address set forth herein. Payment will be due upon Client's receipt of the Contractor invoice. In the event of termination of this Agreement, Client will pay Contractor promptly for services performed up to the time of termination. Contractor time card reports will be provided upon request.

7. HIRING OF CONTRACTOR’S EMPLOYEES Client may not hire Contractor’s employees unless the employee has worked under this agreement for a minimum of 560 hours.

8. INSURANCE

Contractor will provide a certificate of liability insurance which names the Client as an additional insured. The amount of insurance will be $1,000,000 for injuries, including accidental death, to any one person, and subject to the same limit for each person in an amount not less than $1,000,000 on account of one accident, and property damage insurance in an amount of $100,000. Contractor neither owns or operates any vehicles and therefore, has no automobile insurance. Should Contractor’s employees be asked to drive a Client vehicle, he/she shall be covered under Client’s automobile insurance. Contractor and its employees, directors, officers and agents will be named as Additional Insured on Client's Automobile Insurance Policy as required below. Contractor will, at its own expense, provide and keep in full force and effect during the term of this Agreement Workers' compensation statutory coverage as required by the laws of the jurisdiction in which the services are performed.

9. INDEMNIFICATION BY CONTRACTOR

Contractor will indemnify, defend and hold harmless Client and its directors, officers, employees and agents, from and against all demands, claims, actions, losses, judgments, costs and expenses (including reasonable attorney fees) (collectively “Damages”) imposed upon or incurred by Client to the extent arising out of any of the following: a. Contractor’s failure to comply with its obligations under any applicable laws, regulations or

orders; b. Contractor’s breach of any obligation contained in this Agreement; c. any negligent act or omission or intentional misconduct of Contractor, its officers,

employees or agents; or d. Any direct claim for workers' compensation benefits for job-related bodily injury or death

asserted against Client by any Contractor employees or, in the event of death, by their personal representatives.

10. INDEMNIFICATION BY CLIENT

To the extent permitted by law, Client will indemnify, defend and hold harmless Contractor and its directors, officers, employees and agents from and against all demands, claims, actions, losses, judgments, costs and expenses (including reasonable attorney fees) (collectively “Damages”) imposed upon or incurred by Contractor (excluding job-related bodily injury or death of Contractor’s employees on assignment to Client) arising out of any of the following: a. Client’s failure to comply with its obligations under applicable laws, regulations or orders; b. Client’s breach of any obligation contained in this Agreement; or c. Any negligent act or omission or intentional misconduct of Client, its officers, employees or

agents. d. In no event will client’s obligation to indemnify, defend or hold harmless be any greater than if

client were alone liable under the Pennsylvania Political Subdivision Tort Claims Act.

Client shall not be responsible or liable for any Damages to the extent they are based on the negligence or intentional acts of Contractor or the failure of Contractor or Contractor’s employees to fulfill their obligations under this Agreement.

11. NOTIFICATION OF CLAIMS

In conjunction with the indemnity clauses set forth above, Client and Contractor agree (a) to notify each other in writing of any asserted claim within ten (10) days of learning of the claim, and (b) to permit Contractor or Client, as the case may be, to defend the claim at the option of the party against whom the claim is asserted, with counsel acceptable to such party, which consent will not be unreasonably refused. Neither party will pay or agree to pay any asserted claim under this Agreement without prior written approval from the party against whom the claim is asserted, which approval will not be unreasonably withheld.

12. PERMITS AND LICENSES

Each party will maintain in effect during the term of this Agreement any and all Federal, State and/or local licenses and permits which may be required with respect to the respective business in which each party is engaged.

13. FORCE MAJEURE Contractor will not be responsible for failure or delay in assigning its employees to Client if the failure or delay is due to labor disputes and strikes, fire, riot, war, acts of God or any other causes beyond the control of Contractor.

14. NOTICES Any notices, consents or other communications required or permitted under this Agreement must be in writing (including telecommunications) and delivered personally or sent by telex, telecopy or other wire transmission (with request for assurance in a manner typical with respect to communication of that type), overnight air courier (postage prepaid), registered or certified mail (postage prepaid with return receipt requested), addressed as shown on the first page of this Agreement. Unless otherwise stated in this Agreement, notices, consents or other communications will be deemed received (a) on the date delivered, if delivered personally or by wire transmission; (b) on the next business day after mailing or deposit with an overnight air courier; or (c) three business days after being sent, if sent by registered or certified mail.

15. SECTION HEADINGS The Section headings of this Agreement are for the convenience of the parties only and in no way alter, modify, amend, limit, or restrict the contractual obligations of the parties.

16. SEVERABILITY; WAIVER The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Any delay or waiver by a party to declare a breach or seek any remedy available to it under this Agreement or by law will not constitute a waiver as to any past or future breaches or remedies.

17. ASSIGNMENT Neither Contractor nor Client may assign this Agreement without the prior written consent of the other party. This Agreement will be binding upon the parties hereto, and their successors, heirs and assigns, as permitted.

18. INDEPENDENT CONTRACTOR In its performance of this Agreement, Contractor will at all times act in its own capacity and right as an independent contractor, and nothing contained herein may be construed to make Contractor an agent, partner or joint venturer of Client. Client may, during the term of this Agreement, engage other persons, entities or independent contractors to perform the same services that Contractor shall perform hereunder as needed. Likewise, this Agreement does not preclude Contractor from marketing or selling its services to other entities.

19. AUTHORITY TO CONTRACT Client represents and warrants that it has the right, power, and any requisite authorization to enter into this Agreement. The client represents that it has satisfied any applicable procedural requirements necessary for it to be authorized to enter into this Agreement. The Client representative who is signing this Agreement represents that he/she has been delegated authority by the subject school board/district to execute this Agreement for the school board/district. Contractor represents that it has satisfied any applicable procedural requirements necessary for it to enter into this Agreement and that the contractor representative who is signing this Agreement represents that he/she has been delegated authority by Contractor to execute this Agreement on its behalf.

20. ENTIRETY

This Agreement and its Exhibit(s) are the entire understanding and agreement between the parties with respect to the subject matter covered, and all prior agreements, understandings, covenants, promises, warranties and representations, oral or written, express or implied, not incorporated in this Agreement are superseded. This Agreement may not be amended or supplemented in any way except in writing, dated and signed by authorized representatives of both parties. Both parties further represent that the Agreement's terms are clear and unambiguous. To the extent that in the future any term of the Agreement is deemed ambiguous, the parties expressly agree that neither party shall be deemed the drafter of the Agreement such that the ambiguity would be interpreted in favor of the other party.

21. GOVERNANCE

This Agreement shall be governed by and construed in accordance with the laws of Pennsylvania. Any suit or action filed to enforce or contest any provision of this Agreement, or the obligations imposed herein shall be brought and prosecuted in a court of competent jurisdiction sitting in the County of Northampton.

IN WHITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective duly authorized representatives as of the day and year shown above.

School Operation Services Group Inc.

By: ___________________________ Title: ___________________________ Date: ___________________________

Colonial Intermediate Unit: By:

Title: Executive Director

Date: April 27, 2016

ATTEST:

By:

Title: Secretary to the Board of Directors

Date: April 27, 2016

ailachmeill l.3 · 4/27/2016 · may 9, 2016 may 3, 2016 and will continue until student moves or...

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