9-MISD IC Agmt 7012024.pdf

MANOR ISD - INDEPENDENT CONTRACTOR SERVICES AGREEMENT

Rev. 07/01/2024

AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES FOR

MANOR INDEPENDENT SCHOOL DISTRICT

This Agreement for Independent Contractor Services (“Agreement”) is entered into on , 20 , between Manor Independent School District (hereinafter referred to as

“District”) and (hereinafter referred to as “Independent Contractor”).

1. Engagement of Independent Contractor. The District agrees to engage Independent Contractor on a non-exclusive basis to perform services as follows: Independent Contractor shall provide the following: [Insert brief description] in the District, as more fully described in Exhibit A, during the term of this Agreement. There is no requirement imposed upon the District pursuant to this Agreement to purchase any quota of Services hereunder. Independent Contractor agrees to perform, on a non-exclusive basis, the services under the terms and conditions set forth in this Agreement. Independent Contract shall provide services at the following District locations: _____________________________________.

2. Duties of Independent Contractor. Independent Contractor agrees to perform any and all services generally performed by Independent Contractor, including those listed and described in Exhibit A. Independent Contractor further represents and warrants that Independent Contractor has the experience, qualifications, licenses, and certifications required to provide the services set out in Exhibit A.

3. Term. Engagement of Independent Contractor will commence on __________ and the Agreement will remain in full force through ___________ unless otherwise terminated. Either party may terminate this Agreement, with or without cause, by giving thirty (30) calendar days’ written notice to the other party. In the event of such early termination, the District will make payment only for services rendered through the Effective date of the contract termination. In the event of termination for unsatisfactory performance or breach of contract by Independent Contractor, Independent Contractor shall continue their performance under the terms and conditions of this Agreement until such time written notification is received from the District authorizing Independent Contractor to seize performance. In the event of a breach of this Agreement by Independent Contractor resulting in damages to the District, the District shall be entitled to reasonable attorneys’ fees and costs incurred by the District, in addition to all other damages which District is legally entitled to recover.

The initial contract term shall be for a period of 12 months, with an option to extend for 2 additional 12-month terms. The contract is not to exceed 3 years with renewals. The term of the contract will begin on the first day of school as determined by the Board of Trustees for the District, which is currently scheduled for August 14, 2024.

4. Compensation. As compensation for services performed under this Agreement, the District agrees to pay Independent Contractor in the amounts set out in Exhibit A and/or here (if applicable): [insert brief description or refer to schedule of services in Exhibit A if applicable]

. The District shall not separately reimburse Independent Contractor for mileage expenses. All payments to Independent Contractor shall be for services rendered and/or deliverables received, unless otherwise specifically provided in Exhibit A.

Rev. 07/01/2024

Funds are not presently available for performance under this Agreement beyond the District’s fiscal year on the date of commencement of this Agreement prescribed in Section 3 (“Budget Year”). The District’s fiscal year is July through June. The District’s performance of this Agreement beyond the Budget Year is contingent upon the availability of appropriate funds from which payment may arise for performance under this Agreement beyond the Budget Year stated herein until funds are made available to District for performance and until Independent Contract receives notice of availability, to be confirmed in writing by the District.

5. Billing and Payment. Independent Contractor shall provide invoices to the District on a monthly basis, as statements of services rendered, to include the dates and amount of time spent performing each service, as well as detailed descriptions of the services provided on each of the dates listed. Billing statements shall be submitted to the following: [insert name(s), title(s), and address (es) where invoice must be submitted] or as otherwise directed in writing by the District.

ACH Payments: Bank Name:

Routing #: ______________________________________

Account #: ______________________________________

Account Type: __________ Checking __________Savings

ACH Email: ____________________________________

Invoices shall be submitted as follows: Email: Accounts.Payable@manorisd.net Or Mail: Manor Independent School District 10335 US Highway 290 East Manor, TX 78653 Attention: Accounts Payable

As per Section 151.309, Texas Tax Code, the District is exempt from the assessment of the State sales, use, and excise taxes. Further, the District is exempt from Federal Excise Taxes, 26 United States Code Section 5253(i) and (j). Excise tax exemption certificates will be issued by Independent Contractor, as applicable, for items designated as requiring such certificates. Upon request, the District agrees to furnish Independent Contractor with a valid tax exemption for each jurisdiction in which it is claiming an exemption.

Payments due Independent Contractor shall be paid within thirty (30) calendar days of receipt of an invoice by the District. A completed and signed IRS Form W-9 must be on file for the current tax year before payment can be released. Independent Contractor shall be responsible for satisfaction of all applicable Internal Revenue standards concerning reporting of income and payments to Independent Contractors’ subcontractors and/or employees, if any.

6. Relationship of the Parties. The parties intend that Independent Contractor, in performing the specified services, will act as an Independent Contractor and will have control of the work and the manner in which it is performed. Additionally, Independent Contractor will be free to contract for similar services to be performed for other entities while Independent Contractor is under contract with the District. Independent Contractor is not to be considered an agent or employee of the District and is not entitled to participate in any pension plans, bonus, stock, or similar benefits that the District provides for its employees. The District and Independent Contractor agree that Independent Contractor, Independent Contractor’s subcontractors, agents and employees are not covered under any District insurance policy, including but not limited to the District’s liability, property and casualty, or workers’ insurance policies.

7. Criminal History Record Information. Independent Contractor shall provide all required national mailto:Accounts.Payable@manorisd.net

Rev. 07/01/2024

Criminal History Record Information (“CHRI”), in accordance with Texas Education Code section 22.0834 and Texas Government Code section 411.082(a), for Independent Contractor and for all of Independent Contractor’s employees, subcontractors (“Subcontractor”), Subcontractor’s employees, independent contractors, applicants, agents, or consultants, if (1) the person will have continuing duties related to the services and (2) the duties are or will be performed on the District’s property and the person(s) will or may have direct contact with students (“Covered Employee”). Independent Contractor shall assume all expenses for obtaining such CHRI. The Independent Contractor shall certify to the District in writing that it has complied with this section and that neither Independent Contractor nor any of its Covered Employees have a Disqualifying Criminal History on a form provided by the District.

Independent Contractor agrees that if it receives information that a Covered Employee is arrested or convicted for any of the Disqualifying Criminal History offenses during the performance of this contract, Independent Contractor will immediately remove the Covered Employee from the District’s property or other location where students are regularly present, and notify the District of said removal within three (3) calendar days of doing so. Independent Contractor understands that any failure to comply with the requirements of this section may be grounds for termination of the contract. Information regarding complying with CHRI requirements under state law are available from the District.

Further, Independent Contractor agrees to and shall comply with all rules, regulations, and requirements of the District and the school campus on which any work is to be performed.

8. Liability. Independent Contractor must take all precautions necessary for the safety of and prevention of damage to the District’s property and for the safety of and prevention of injury to persons, including the District’s employees and students, Independent Contractor employees, and third parties (guests, invitees, etc.), on the District’s property. All work must be performed entirely at Independent Contractor’s risk. Independent Contractor agrees to carry, for the duration of this contract, General Liability insurance in an amount and with an insurer acceptable to the District. The required insurance must be written by a company licensed to do business in Texas at the time the policy is issued and rated no less than A-VII in the most current edition of Best’s Rating Manual at all times during the term of this Contract. The Commercial General Liability and Automobile policies issued in the name of Vendor shall also name the District as additional insured. Evidence of additional insured status will be provided to the District by providing a copy of the endorsement being utilized to effect the addition of the District as an additional insured and shall be subject to the District’s reasonable approval. It is the intent of the parties to this Contract that the General Liability and Automobile coverage provided herein shall be primary to and shall seek no contribution from all insurance available to the District, with the District’s insurance being excess, secondary and non-contributing. The Commercial General Liability and Automobile coverage shall be endorsed to provide such primary and non-contributing liability.

9. INDEMNITY. THE DISTRICT SHALL NOT BE LIABLE OR RESPONSIBLE FOR, AND

SHALL BE SAVED AND HELD HARMLESS BY INDEPENDENT CONTRACTOR FROM AND AGAINST

ANY AND ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY

CHARACTER, TYPE, OR DESCRIPTION, INCLUDING ALL EXPENSES OF LITIGATION, COURT

COSTS, AND ATTORNEY’S FEES FOR INJURY OR DEATH TO ANY PERSON, OR INJURY TO ANY

PROPERTY, RECEIVED OR SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY; ARISING

OUT OF, OR OCCASIONED BY, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OF

INDEPENDENT CONTRACTOR UNDER THIS AGREEMENT, INCLUDING CLAIMS AND DAMAGES

ARISING IN WHOLE OR IN PART FROM THE NEGLIGENCE OF THE DISTRICT.

10. Educational Records. Independent Contractor agrees and warrants that it will strictly comply with the Family Education Rights and Privacy Act (FERPA) in accordance with federal law and that it will not release or disclose any personally identifiable information regarding the District’s students (Student Data) without the prior written consent of the parent, guardian, or eligible student as required by 34 C.F.R. §§ 99.30 - 99.32. The District or its designee shall have access to all education records or other documents in the possession of Independent Contractor concerning students served by the District for purposes of monitoring student progress, conducting evaluations, and making reports.

11. Records Requests. Notwithstanding any provision of this Agreement to the contrary, nothing herein may be construed as a limitation on District’s obligations under the Texas Open Meetings Act and Texas Government Code Chapter 551, and no disclosure pursuant to these provisions shall constitute a breach of this Agreement. Further, notwithstanding any provision of this Agreement to the contrary, nothing herein may be construed as a limitation on

Rev. 07/01/2024 the District’s obligations under the Texas Public Information Act, Texas Government Code Chapter 552, and no disclosure of materials required by the Act shall constitute a breach of this Agreement.

Independent Contractor shall notify District, immediately but no later than three (3) business days, after the Independent Contractor receives any requests for information from a third-party outside of the scope of this agreement (such as a subpoena), which pertains to the documentation and records maintained by Independent Contractor on behalf of the District. Independent Contractor shall provide a copy of such request for records unless otherwise prohibited by law.

12. Access. Independent Contractor agrees to the attached Confidentiality Agreement regarding the privacy and confidentiality of District staff and student information. Each employee, agent, representative, and/or subcontractor of the Independent Contractor providing services subject to this Agreement shall be provided a copy of the Confidentiality Agreement, which is/are fully incorporated herein for all purposes and attached hereto as Exhibit B, by Independent Contractor and is bound to the terms therein.

13. Confidentiality and Transmission of Student Data. Independent Contractor represents and warrants that it will ensure that the District’s Student Data, including but not limited to documents and information (“Data”) will be safeguarded and maintained accurately. Independent Contractor shall provide the District timely notice of any security and/or data breaches and comply with any and all notification requirements to users as required by federal and the laws of the state of Texas.

14. Student Data at Termination. Upon termination of this Agreement for any reason, within ten (10) calendar days of the Effective date of termination, Independent Contractor shall return to the District all Student Data delivered to or collected by the Independent Contractor during the course of the Agreement, together with the Independent Contractor’s written certification that all copies of the Student Data stored by the Independent Contractor or in the Independent Contractor’s possession (including but not limited to on servers, backup servers, backup media, or other media including paper copies) have been returned to the District, and/or permanently erased or destroyed using industry best practices to assure complete destruction.

15. General. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute a single agreement. If any provision of the Agreement (or part of any provision) is found by any Court or other government authority with jurisdiction over the District to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of that Agreement, and the validity and enforceability of the other provisions of that Agreement shall not be affected. By signing this Agreement, the undersigned representative for Independent Contractor represents and warrants that s/he has authority to enter into this Agreement. Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by it.

a. No Waiver of Immunity. No party hereto waives or relinquishes any immunity or defense on behalf of itself, its trustees, officers, employees and agents as a result of the execution of this Agreement and the performance of the covenants contained herein.

b. Terms to be Exclusive. The entire agreement between the parties with respect to the subject matter under this Agreement is contained in this Agreement. Except as expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties solely and not for the benefit of any other person, persons or legal entities.

c. Waiver or Modification Ineffective Unless in Writing. A waiver, alteration or modifications of any of the provisions of this Agreement will not be binding unless in writing and signed by authorized representatives of the parties to this Agreement.

d. Notice. Any notice required by or permitted under this Agreement must be made in writing to the address provided in the signature block below. Any notice required by this Agreement will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this Agreement. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein.

Rev. 07/01/2024

e. Non-appropriation of Funds. Renewal of this contract (if appropriate) will be in accordance with the Texas Local Government Code Section 271.903 concerning the non-appropriation of funds for multi-year contracts.

The District reserve the right to rescind the contract at the end of each fiscal year (as of August 31st) if it is determined that there are insufficient funds to extend the contract.

f. Governing Law and Venue. This Agreement is made according to the laws of the state of Texas. The parties expressly agree that this Agreement is governed by and will be construed and enforced in accordance with Texas law. Venue for any dispute shall be in courts with jurisdiction over Travis County, Texas.

g. Compliance with Texas Government Code Chapter 2270. Pursuant to Texas Government Code Chapter 2270, if this contract is valued at $100,000 or more and if Independent Contractor has at least ten (10) full-time employees, then Independent Contractor represents and warrants to the District that the Independent Contractor does not boycott Israel and will not boycott Israel during the term of this Agreement. This section does not apply to a sole proprietorship. On April 25, 2019, the U.S. District Court for the Western District of Texas entered a preliminary injunction enjoining the enforcement of Chapter 2270 as it existed before the amendment in any state contract. In compliance with the Court’s order, the District will not seek enforcement of the current Chapter 2270 until further order of this or higher court having jurisdiction over the issue

h. Force majeure. If by reason of force majeure, the District is rendered wholly or in part unable to carry out its obligations under this Agreement, then such party shall give notice and full particulars of the force majeure in writing to Independent Contractor within a reasonable time after the party becomes aware of a force majeure event. So far as the District is affected by force majeure event, it shall be suspended during the continuance of the inability then claimed. The term force majeure as employed herein is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent; provided that such event or circumstance is limited to the following: (a) complete inaccessibility to the venue at which Services were to be performed; (b) riot, war, invasion, act of foreign enemies, hostilities, acts of terrorism, curtailment of major national transportation systems, and governmental act (including but not limited to state, federal, and /or local authority related to the COVID-19 pandemic); (c) earthquakes, flood, fire, tornado, fire or other physical natural disaster;

(d) any strike or labor disturbance; (e) act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works or requisition; (e) plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, including but not limited to the COVID-19 pandemic; (f) the event is made impracticable if act(s)/circumstance(s) cause performance to become substantially more difficult, complex or challenging, such as an excessive or unreasonable increase in performance costs or if increased costs make performance commercially senseless. It is understood and agreed that settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirements that any Force Majeure shall be remedied with all reasonable dispatch and shall not require the settlement of strikes and/or lockouts by acceding to the demands of the opposing party or parties when such settlement is objectively unfavorable in the judgment of the party having the difficulty.

i. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party.

j. Federal Terms. If payment is made by the District to Independent Contractor using federal funds, Independent Contractor agrees and certifies compliance with all applicable federal terms and conditions, including but not limited to the following:

1. That all services will be completed during the effective dates of the contract.

2. That all services will be paid only upon receipt of a proper invoice that coincides with the contract upon verification that the services were satisfactorily performed in accordance with the description in the contract. For ongoing services, payment may be made at the end of every month upon receipt of the invoice. Independent Contractors will not be paid in advance.

3. Invoices provided by the contractor will include the list of services provided, dates of services, and location(s) where services were provided during the billing period.

4. The District agrees that it complies with the regulations pertaining to procurement in 2 C.F.R. §200.318

- .323.

5. The District agrees that complies with the provisions in 2 C.F.R. §200.459 pertaining to allowable professional service costs.

6. The agreement is for only reasonable, necessary, and allocable services to be provided in accordance with the funding sources that will be charged.

7. The District agrees that the administrative costs charged to the grant in the contract will be reasonable

Rev. 07/01/2024 and must comply with any statutory limitations for administrative costs specified in the federal program funding source.

Pursuant to 2 C.F.R. §200.326, all contracts, including small purchases, awarded by Manor ISD shall contain the provisions of Appendix II to Part 200, as applicable. To the extent payment is made to Independent Contractor using federal funds, those provisions are incorporated by reference herein and Independent Contractor agrees to be bound by them.

k. Security and Acceptable Use. Independent Contractor agrees that they and their personnel, while on District premises, shall fully comply with the security regulations in effect at such facility, and shall fully comply with all restrictions and regulations relating to any data system utilized at such facility. Failure of Independent Contractor to comply with District’s security regulations and/or acceptable use policy shall be cause for immediate termination of this Agreement and shall be in addition to District’s termination options under Section 3 of this Agreement.

The parties have made and executed this Agreement as of the date of the last signature below (“Effective date”).

Agreed to by Independent Contractor:

Date: _______________ By:

Printed Name:

Title:

Address:

Agreed to by the District: MANOR INDEPENDENT SCHOOL DISTRICT

Date:________________ By:

Printed Name:

Title:

Manor Independent School District 10335 US Hwy 290E Manor, TX 78653

Rev. 07/01/2024

EXHIBIT A

AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES FOR MANOR INDEPENDENT

SCHOOL DISTRICT

SCHEDULE OF SERVICES TO BE RENDERED

Services to be rendered:

*Note: Schedule of Services may also be attached hereto on a separate page.

Rev. 07/01/2024

EXHIBIT B

AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES FOR MANOR INDEPENDENT

SCHOOL DISTRICT

CONFIDENTIALITY AGREEMENT

By signing the agreement for Independent Contractor Services for Manor Independent School District, Independent Contractor agrees that Independent Contractor and its employees, agents, and/or representatives may receive access to student and/or employee information pursuant to the Agreement between Independent Contractor and the District (“Agreement”).

Independent Contractor agrees and understands that any information concerning any individual or staff member student is to be held in strictest confidence and assures that procedures are in place for monitoring and protecting confidentiality of student information. All media that contain individual student records will be kept in a secure area.

In addition, Independent Contractor agrees that any data sets or output reports that its employees, agents, and/or representatives may generate with individual student and/or employee data are confidential. Independent Contractor will not disclose to any unauthorized person any data sets or reports with individual student data which is obtained or devised. Independent Contractor agrees to be responsible for any access by tracking access to student identifiable information through the use of password(s).

Independent Contractor understands that any unauthorized disclosure of confidential student information is illegal as provided in FERPA and its implementing regulations. FERPA is specifically incorporated into the Texas Public Information Act as an exception to records which are subject to disclosures to the public (Texas Government Code, Chapter 552).

Agreed to by Independent Contractor:

Date: _______________ By:

Printed Name:

Title: