Consultant Agreement

Agreement with Consultant to Implement Functional Behavior Assessment and Behavior Intervention Plan

This Agreement is made this the , hereinafter called the , between , a not for profit corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as School District, and , a corporation organized under the laws of , having its principal office at , hereinafter called the Consultant.

Whereas, a Functional Behavior Assessment (FBA) is a process that seeks to determine the underlying cause or function of student behaviors that impede the learning of the student or the learning of the student’s peers; and

Whereas, a Behavior Intervention Plan (BIP) is a plan that utilizes behavioral interventions and supports in order to reduce behaviors which interfere with a student’s academic progress and/or increase behaviors that lead to successful learning for that student; and

Whereas, Consultant is experienced in setting up and overseeing an FBA and a BIP; and

Whereas, School District desires to retain Consultant to set up and initially oversee an FBA and a BIP in its District pursuant to the terms of this Agreement;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows:

1. Scope of Services. Consultant agrees to set up and initially oversee an FBA and a BIP in the School District and perform the following services at such locations as School District shall select as part of the FBA and BIP:

A. Provide behavior intervention strategies;

B. Consult with school staff on writing FBA’s and BIP's;

C. Collaborate with the designated staff of School District regarding the implementation and sustainment of an effective support for inclusion programs; and

D. Provide training in classroom management techniques to the designated staff of School District.

2. Term and Termination.

A. This Agreement shall commence on the Effective Date and run for each Academic Year thereafter until terminated by either party on days’ written notice to the other party.

B. Either party may terminate this Agreement for breach effective upon calendar days' written notice to the other. If the School District terminates this Agreement in whole or in part for cause, then it may withhold further payments to Consultant.

3. Compensation. The School District’s total obligation to Consultant under this Agreement shall not exceed dollars per hour that Consultant works on the premises designated by School District and School District shall also pay for mileage of Consultant at the rate of per hour. School District shall also provide Consultant at the expense of School District a cell phone for use in establishing and initially overseeing these programs. Payments shall be made on the day of each month following the month that services were rendered.

4. Warranties and Representations. Consultant represents and warrants that:

A. Neither Consultant, nor any of its principals, nor any employee or subcontractor of Consultant performing the services described herein, is a faculty member, employee, postdoctoral scholar, student, or agent of the School District. Neither Consultant, nor any of its principals, nor any of its employees or subcontractors performing the Services, has a familial or other relationship with a School District employee participating in the contracting for or receipt of the Services under this Agreement.

B. Neither Consultant, nor any of its principals, nor any employee or subcontractor of Consultant performing the Services, is as of the Effective Date debarred, declared ineligible, or voluntarily excluded by any Federal department or agency from participation in federally funded contracts. Neither Consultant nor any of its employees is, as of the Effective Date, debarred, declared ineligible or voluntarily excluded by any State of department or agency from participation in state-funded contracts. Consultant shall notify the School District promptly and in writing if it becomes debarred or suspended during the term of this Agreement or if it becomes subject to any investigation that could lead to debarment.

C. No services provided to the School District under this Agreement shall infringe any patents, copyrights, trade secrets, or any other right of a third party. Consultant has obtained all necessary permissions required to for the School District to use the services as contemplated by this Agreement. Consultant shall indemnify the School District for any loss, damage, and cost of defense associated with any breach or alleged breach of this representation, as set forth further in Section 5 below.

D. All material work product supplied under this Agreement (i) shall strictly conform to all specifications, drawings, samples, or other descriptions furnished to and approved by the School District; (ii) shall be fit and serviceable for the purpose intended, as agreed to by the School District and Consultant; and (iii) shall be of good quality.

E. All of Consultant's employees and subcontractors working under this Agreement are working legally in the United States under a valid immigration status.

F. Consultant has obtained all licenses and permits required under applicable law to perform services under this Agreement.

G. While at any School District location, Consultant's personnel, agents, and permitted subcontractors shall comply with all reasonable requests, standard rules, and regulations of the School District communicated to Consultant regarding personal and professional conduct, including but not limited to any security or privacy requirements, and shall otherwise conduct themselves in a business-like manner.

5. Insurance and Indemnification.

A. At all times during its performance under this Agreement, Consultant shall obtain and keep in force (i) comprehensive general liability insurance against all claims of bodily injury, death, or property damage with a combined single limit of each occurrence and aggregate; (ii) workers' compensation within statutory limits; and (iii) comprehensive automobile liability insurance, if applicable, with limits of each person, each occurrence; and (iv) errors and omissions insurance with limits of per claim, aggregate, if applicable. All such certificates evidencing such insurance shall name the School District as an additional insured. Upon request by the School District, Consultant shall provide all such certificates to the Superintendent of the School District prior to commencement of services.

B. Indemnification. Consultant agrees to indemnify and hold the School District harmless from and against all liability, injuries, claims, damages or loss, including costs, expenses, and attorneys' fees, which arise in connection with, in relation to, or as a result of Consultant's negligent acts or omissions under this Agreement or in connection with Consultant's breach of warranties or representations under this Agreement. The foregoing agreement to indemnify and hold harmless shall not apply to the extent such liability, injuries, claims, damages, or loss was caused directly by the intentional, willful, or reckless acts of the School District.

6. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

7. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

8. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

9. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

10. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

11. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

12. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

13. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

14. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

15. Confidentiality. Contractor and School District both acknowledge that all information and materials furnished from the School District concerning this Agreement and the performance of it is confidential and may not be used for any purpose other than in connection with this Agreement.

16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

17. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.