Independent_Contractor_Agreement.pdf

INDEPENDENT CONTRACTOR AGREEMENT (ACADEMIC, EXTRACURRICULAR, AND EMOTIONAL SUPPORT SERVICES) PAGE 1

INDEPENDENT CONTRACTOR AGREEMENT

FOR

ACADEMIC, EXTRACURRICULAR, AND EMOTIONAL SUPPORT SERVICES FOR

STUDENTS IN NEED

This Independent Contractor Agreement for Academic, Extracurricular, And Emotional Support Services For Students In Need (“Agreement”) is made as of , 2026 between the Stockton Unified School District (“District”) and (“Contractor”) (together, the “Parties”).

WHEREAS, on July 14, 2026, the District issued a Request for Proposals for Academic, Extracurricular, and Emotional Support Services for Students in Need (“RFP”), and following District’s evaluation of Contractor’s proposal that was timely submitted in response to the RFP, District awarded this Agreement to Contractor pursuant to the RFP and Contractor’s proposal;

WHEREAS, the District is in need of the non-construction services described herein on a limited basis; and

WHEREAS, the Contractor is specially trained and experienced and competent to perform the services required by the District.

NOW, THEREFORE, the Parties agree as follows:

1. Services. The Contractor shall provide to the District academic, extracurricular, and emotional support services for students in need, as described in Exhibit “A,” attached hereto and incorporated herein by this reference (“Services”) at the following school site(s)

(collectively the “School Sites,” and each a “School Site”):

[List School Site Name(s) and Address(es) OR Attach List of Sites]

2. Term. Subject to execution of this Agreement by the Parties and approval or ratification by the District’s Board of Education (“Board”), Contractor shall provide the Services under this Agreement, commencing on , 202_, through , 202_

(“Term”), unless this Agreement is earlier terminated. Should Contractor begin performing

Services in advance of receiving notice that this Agreement is approved by the Board, any

Services so performed may be considered as having been done at the Contractor’s risk, as a volunteer, unless this Agreement is so approved or ratified.

2.1 Renewals. The Parties may mutually agree in writing, and subject to approval of the District’s Board, to renew this Agreement, for four (4) additional one (1) year periods, provided that the Term and all renewals shall not collectively exceed five (5) years.

3. Submittal of Documents. Contractor shall not commence the Services under this

Agreement until Contractor has submitted and District has approved the certificate(s) and affidavit(s), and the endorsement(s) of insurance required as indicated below:

X Signed Agreement

X Fingerprint/Criminal Background Check Certification

X Tuberculosis Clearance X Workers' Compensation Certification

X Insurance Certificates and Endorsements

X W-9 Form

Other:

INDEPENDENT CONTRACTOR AGREEMENT (ACADEMIC, EXTRACURRICULAR, AND EMOTIONAL SUPPORT SERVICES) PAGE 2

4. Compensation. As further set forth in Exhibit “A,” District compensation to the

Contractor shall not exceed Dollars ($ .00), inclusive of any costs or expenses paid or incurred by Contractor in performing the Services, without the express approval of the Board. Payment shall be made for all undisputed amounts within thirty (30) days after the Contractor submits a detailed invoice to the District’s Accounts

Payable Department for Services actually performed.

5. Equipment and Materials. Contractor shall furnish, at its own expense, all tools, labor, materials, equipment, supplies, transportation services and any other items (collectively, “Equipment”) necessary to complete the Services in a manner which is consistent with generally accepted standards of the profession for similar services. Notwithstanding the foregoing, District shall not be responsible for any damages to persons or property as a result of the use, misuse or failure of any Equipment used by Contractor or by the

Contractor’s agents, personnel, employee(s), and/or subcontractor(s) (“Contractor

Parties”), even if such Equipment is furnished, rented or loaned to Contractor or Contractor

Parties by District.

6. Independent Contractor. The Parties agree that the Contractor is an independent contractor or business entity that is: (i) free from the control and direction of the District in connection with the performance of the Services, (ii) performing Services that are outside the usual course of the District’s business, and (iii) customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the Services performed, District being interested only in the results obtained.

Contractor understands and agrees that Contractor and Contractor’s employees shall not be considered officers, employees, agents, partner, or joint venture of the District, and are not entitled to benefits of any kind or nature normally provided employees of the District or to which District's employees are normally entitled, including, but not limited to, State

Unemployment Compensation or Worker’s Compensation. Contractor shall assume full responsibility for payment of all federal, state and local taxes or contributions, including unemployment insurance, social security and income taxes with respect to Contractor’s employees. If Contractor is not a resident of California and is not exempt from withholding, the District shall withhold California income taxes as required by the Revenue & Taxation

Code. The Contractor shall still be responsible for payment of all state and federal taxes.

6. Employment with Public Agency. Contractor, if an employee of another public agency, agrees that Contractor will not receive salary or remuneration, other than vacation pay, as an employee of another public agency for the actual time in which Services are actually being performed pursuant to this Agreement.

7. Certifications, Permits, and Licenses. Contractor represents and warrants to District that Contractor and Contractor Parties have in effect and shall maintain in full force throughout the Term of this Agreement all licenses, credentials, permits and any other legal qualifications required by law to perform the Services and to fully and faithfully satisfy all of the terms set forth in this Agreement.

8. Standard of Care. Contractor represents that Contractor has the qualifications and ability to perform the Services in a professional manner, without the advice, control or supervision of the District. If any of the Services are performed by any of the Contractor

Parties, such work shall only be performed by competent personnel under the supervision of and in the employment of Contractor. Contractor’s Services will be performed, findings obtained, reports and recommendations prepared in accordance with generally and

INDEPENDENT CONTRACTOR AGREEMENT (ACADEMIC, EXTRACURRICULAR, AND EMOTIONAL SUPPORT SERVICES) PAGE 3 currently accepted principles and practices of Contractor’s profession for services to

California school districts.

9. Safety and Security.

9.1 Contractor is responsible for maintaining safety in its performance of the

Services under this Agreement. Contractor shall be responsible to ascertain from the District the rules and regulations pertaining to safety, security, and driving on school grounds, particularly when children are present.

9.2 District has implemented a workplace violence prevention plan pursuant to Labor

Code section 6401.9, a copy of which District will provide to Contractor upon request. In accordance with Labor Code section 6401.9(c)(2)(C), while present at a District site, Contractor and Contractor’s employees shall comply with the safety emergency response protocols as set forth in District’s workplace violence prevention plan and shall defer to District’s and law enforcement’s directives during an emergency. Contractor or Contractor’s employees shall immediately report to District any workplace violence hazard or emergency that may be discovered while Contractor’s employees are delivering Services at a District site. Contractor’s employees shall participate in any emergency drills that may occur while Contractor’s employees are providing Services at a District site.

9.3 Pursuant to Labor Code sections 6401.9(c)(2)(C) and (e)(2), if Contractor’s employees will be providing Services at a District site on a routine and regular basis, District may require that Contractor’s employees attend a basic safety orientation, initially upon commencement of the Services and annually thereafter if applicable, based on District’s workplace violence prevention plan for the District site where Contractor’s employees will be routinely and regularly working. The orientation may include informing Contractor’s employees of

District’s workplace violence prevention plan and where a written copy is readily accessible, the specific workplace violence hazards and corrective measures for that specific work location, how to seek assistance to prevent or respond to violence and strategies to avoid physical harm at that work location, and how to report workplace violence hazards specific to the work location, in addition to providing opportunity for interactive questions and answers.

9.4 Employees shall report workplace violence to their respective employers. In the event Contractor receives a report of workplace violence, as that term is defined in Labor Code section 6401.9, from any employee of Contractor indicating that, while Contractor’s employee was performing the Services, a District employee was involved in workplace violence or a District work site was the location of workplace violence, Contractor shall report such incident to District. The Parties agree to reasonably cooperate in the exchange of information to enable each party to investigate and resolve the incident to the extent each party’s employee or work site is involved. Pursuant to Labor Code section 6401.9(d)(1)(A)-(C), each party shall be responsible for recording in their respective violent incident log any incident involving their respective employees. In the event an incident occurs, the Parties will make a copy of the incident’s entry from their respective violent incident logs available to each other upon request, omitting any element of personal identifying information of any person involved in the incident.

10. Confidentiality. The Contractor and all Contractor Parties shall maintain the confidentiality of all information received in the course of performing the Services. This

INDEPENDENT CONTRACTOR AGREEMENT (ACADEMIC, EXTRACURRICULAR, AND EMOTIONAL SUPPORT SERVICES) PAGE 4 requirement to maintain confidentiality shall extend beyond the termination of this

Agreement.

11. Audit. Contractor shall establish and maintain books, records, and systems of account, in accordance with generally accepted accounting principles, reflecting all business operations of Contractor transacted under this Agreement. Contractor shall retain these books, records, and systems of account during the Term of this Agreement and for three

(3) years thereafter. Contractor shall permit the District, its agent, other representatives, or an independent auditor to audit, examine, and make excerpts, copies, and transcripts from all books and records, and to make audit(s) of all billing statements, invoices, records, and other data related to the Services covered by this Agreement. Audit(s) may be performed at any time, provided that the District shall give reasonable prior notice to

Contractor and shall conduct audit(s) during Contractor’s normal business hours, unless

Contractor otherwise consents.

12. Termination.

12.1. With Cause by District. District may terminate this Agreement upon giving a written notice of intention to terminate for cause. Cause shall include:

12.1.1. material violation of this Agreement by the Contractor; or

12.1.2. any act by Contractor exposing the District to liability to others for personal injury or property damage; or

12.1.3. Contractor is adjudged a bankrupt, Contractor makes a general assignment for the benefit of creditors or a receiver is appointed on account of Contractor's insolvency.

Written notice by the District shall contain the reasons for such intention to terminate and unless within three (3) calendar days after that notice the condition or violation shall cease, or satisfactory arrangements for the correction thereof be made, this

Agreement shall upon the expiration of the three (3) calendar days cease and terminate. In the event of this termination, the District may secure the required

Services from another contractor. If the expense, fees, and costs to the District exceed the cost of providing the service pursuant to this Agreement, the Contractor shall immediately pay the excess expense, fees, or costs to the District upon the receipt of the District’s notice of these expenses, fees, or costs. The foregoing provisions are in addition to and not a limitation of any other rights or remedies available to the District.

12.2 Without Cause by the Parties. The District may, at any time, with or without reason, terminate this Agreement with fifteen (15) days written notice and compensate Contractor only for Services satisfactorily rendered to the date of termination. Written notice by District shall be sufficient to stop further performance of Services by Contractor. Notice shall be deemed given when received by the

Contractor or no later than three (3) days after the day of mailing, whichever is sooner. In the event that District terminates this Agreement pursuant to this section, District shall compensate Contractor for Services satisfactorily completed to date.

12.3 Upon termination, Contractor shall provide the District with all documents produced, maintained or collected by Contractor pursuant to this Agreement, whether or not such documents are final or in draft form.

INDEPENDENT CONTRACTOR AGREEMENT (ACADEMIC, EXTRACURRICULAR, AND EMOTIONAL SUPPORT SERVICES) PAGE 5

13. Indemnification. To the fullest extent permitted by California law, Contractor shall, at its sole expense, indemnify and hold harmless District, its Board of Education and members, its agents, representatives, officers, consultants, employees, trustees, and volunteers (the “District Parties”) from any and all demands, losses, liabilities, claims, suits, damages, and actions (the “Claims”) of any kind, nature, and description, including, but not limited to, personal injury, death, property damage, and consultants’ and attorneys’ fees and costs, directly or indirectly arising out of, connected with, or resulting from the performance of this Agreement or from any activity, work, or thing done, permitted, or suffered by Contractor and Contractor’s agents, representatives, officers, consultants, contractors, subcontractors, employees, trustees, partners, or volunteers under or in conjunction with this Agreement, unless caused wholly by the sole negligence or willful misconduct of the District Parties. In the event any action or proceeding be brought against District or the District Parties, Contractor shall, to the furthest extent permitted by California law, defend the District Parties at Contractor’s sole expense, from any and all Claims and allegations relating thereto with counsel approved by the District

Parties, where such approval is not to be unreasonably withheld.

14. Insurance. The Parties shall procure and maintain at all times it performs any portion of the Services the following insurance:

14.1. General Liability. One Million Dollars ($1,000,000) per occurrence and Two Million

Dollars ($2,000,000) general aggregate for bodily injury, personal injury and property damage in the form of Comprehensive General Liability and Contractual

Liability.

14.2. Automobile Liability Insurance. One Million Dollars ($1,000,000) per occurrence and One Million Dollars ($1,000,000) general aggregate for automobile liability insurance that shall protect the Contractor and the District from all claims of bodily injury, property damage, personal injury, death, and medical payments arising from performing any portion of the Services by Contractor.

14.3. Workers’ Compensation and Employers’ Liability Insurance. For all of the

Contractor’s employees who are subject to this Agreement and to the extent required by the applicable state or federal law, Contractor shall keep in full force and effect, a Workers' Compensation policy. That policy shall provide employers’ liability coverage with minimum liability coverage of One Million Dollars ($1,000,000) per accident for bodily injury or disease. Contractor shall provide an endorsement that the insurer waives the right of subrogation against the District and its respective elected officials, officers, employees, agents, representatives, contractors, trustees, and volunteers.

14.4 Sexual Molestation and Abuse Insurance. Contractor shall maintain sexual molestation and abuse coverage with a $1 million per occurrence, $2 million aggregate limit of liability.

14.5. Other Insurance Provisions:

14.5.1. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

14.5.1.1. The District, its Board of Education and members, its representatives, contractors, trustees, officers, officials, employees, INDEPENDENT CONTRACTOR AGREEMENT (ACADEMIC, EXTRACURRICULAR, AND EMOTIONAL SUPPORT SERVICES) PAGE 6 agents, and volunteers (“Additional Insureds”) are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Contractor; instruments of Service and completed operations of the Contractor; premises owned, occupied or used by the

Contractor; or automobiles owned, leased, hired or borrowed by the

Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Additional Insureds.

14.5.1.2. For any claims related to the Services, the Contractor’s insurance coverage shall be primary insurance as respects the Additional

Insureds. Any insurance or self-insurance maintained by the Additional

Insureds shall be in excess of the Contractor’s insurance and shall not contribute with it.

14.5.1.3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the Additional Insureds.

14.5.2. The Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

14.5.3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the District.

14.5.4. Contractor shall furnish the District with certificates of insurance showing maintenance of the required insurance coverage and original endorsements affecting general liability and automobile liability coverage.

The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the District before Services commence.

14.6. Acceptability of Insurers. Insurance is to be placed with insurers with a current

A.M. Best rating of no less than A:VII, unless otherwise acceptable to the District.

15. Limitation of Liability. Other than as provided in this Agreement, District’s financial obligations under this Agreement shall be limited to the payment of the compensation provided in this Agreement. Notwithstanding any other provision of this Agreement, in no event, shall District be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement for the Services performed in connection with this Agreement.

16. Compliance with Laws; Effect of Noncompliance. Contractor shall observe and comply with all rules and regulations of the Board of the District and all federal, state, and local laws, ordinances and regulations. Contractor shall give all notices required by any law, ordinance, rule and regulation bearing on conduct of the Services as indicated or specified. If Contractor observes that any of the Services required by this Agreement are at variance with any such laws, ordinance, rules or regulations, Contractor shall notify the District, in writing, and, at the sole option of the District, any necessary changes to the scope of the Services shall be made and this Agreement shall be appropriately amended in

INDEPENDENT CONTRACTOR AGREEMENT (ACADEMIC, EXTRACURRICULAR, AND EMOTIONAL SUPPORT SERVICES) PAGE 7 writing, or this Agreement shall be terminated effective upon Contractor’s receipt of a written termination notice from the District. If Contractor performs any Services that are in violation of any laws, ordinances, rules or regulations, without first notifying the District of the violation, Contractor shall bear all costs arising therefrom.

17. Non-Discrimination. In connection with the Services performed under this Agreement there shall be no discrimination against any employee engaged in the Services because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, reproductive health decision making, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status. Contractor agrees to comply with applicable federal and California laws including, but not limited to the California Fair Employment and Housing Act beginning with Government Code section 12900 and Labor Code section 1735 and any applicable District policy. In addition, Contractor agrees to require like compliance by all of its subcontractor(s), if applicable.

18. Fingerprinting. Contractor shall complete the Fingerprint and Criminal Background Check

Certification, attached to this Agreement as Exhibit “B,” prior to commencing the Services, certifying Contractor’s compliance with the provisions of Education Code section 45125.1 regarding the submission of employee fingerprints to the California Department of Justice, and the completion of criminal background investigations of its employees, as applicable.

The Contractor shall not permit any employee to have any contact with District pupils until such time as the Contractor has verified in writing to the Board of the District that the employee has not been convicted of a felony, as defined in Education Code section 45122.1.

The Contractor’s responsibility shall extend to all employees, subcontractors, agents, and employees or agents of Contractor Parties regardless of whether those individuals are paid or unpaid, concurrently employed by the District, or acting as independent contractors of the Contractor. Written verification of compliance with this section by the Criminal Background Investigation Certification shall be provided to the District prior to each individual’s commencement of employment or performing any portion of the Services and prior to permitting contact with any student. If Contractor is a sole proprietor and it is determined that Contractor will have unsupervised contact with any pupils, Contractor and all of the Contractor Parties must agree to allow the District to process and submit background checks and fingerprinting, as required by Education Code section 42125.1(h), under procedures established by the California Department of Justice and the Federal Bureau of Investigation, and the results of those background checks and fingerprints must reveal that Contractor and none of the Contractor Parties, if any, have been arrested or convicted of a serious or violent felony, as defined by the California Penal Code. No Services shall commence until such determinations by DOJ and FBI have been made.

19. Notice. Any notice required or permitted to be given under this Agreement shall be deemed to have been given, served, and received if given in writing and either personally delivered or deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, or sent by overnight delivery service, or electronic mail transmission, addressed as follows:

District

Stockton Unified School District

2141 Robindale Ave

Stockton, CA 95205 ATTN: Sheikia Wilson sheikiawilson@stocktonusd.net

Contractor

[NAME OF CONTRACTOR]

[ADDRESS]

[CITY, STATE ZIP]

ATTN: [NAME, TITLE]

[EMAIL]

INDEPENDENT CONTRACTOR AGREEMENT (ACADEMIC, EXTRACURRICULAR, AND EMOTIONAL SUPPORT SERVICES) PAGE 8

Any notice personally given or sent by electronic mail transmission shall be effective upon receipt. Any notice sent by overnight delivery service shall be effective the business day next following delivery thereof to the overnight delivery service. Any notice given by mail shall be effective three (3) days after deposit in the United States mail.

20. Assignment. The obligations of the Contractor pursuant to this Agreement shall not be assigned by the Contractor.

21. No Rights in Third Parties. This Agreement does not create any rights in, or inure to the benefit of, any third party except as expressly provided herein.

22. Integration; Entire Agreement of Parties; Amendments. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written. This Agreement may be amended or modified only by a written instrument executed by both Parties. This Agreement is not valid until approved or ratified by the District’s Board.

23. Governing Law; Venue. This Agreement shall be governed by and the rights, duties and obligations of the Parties shall be determined and enforced in accordance with the laws of the State of California. The Parties further agree that any action or proceeding brought to enforce the terms and conditions of this Agreement shall be maintained in San Joaquin

County, California.

24. Disputes. In the event of a dispute between the Parties as to performance of the Services, the interpretation of this Agreement, or payment or nonpayment for work performed or not performed, the Parties shall attempt to resolve the dispute in good faith. Pending resolution of the dispute, Contractor agrees it will neither rescind the Agreement nor stop the performance of the Services but will allow determination by the court of the State of

California, in San Joaquin County, having competent jurisdiction of the dispute. Disputes may be determined by mediation if mutually agreeable, otherwise by litigation. Notice of the demand for mediation of a dispute shall be filed in writing with the other party to the

Agreement. The demand for mediation shall be made within a reasonable time after written notice of the dispute has been provided to the other party, but in no case longer than ninety

(90) days after initial written notice. If a claim, or any portion thereof, remains in dispute upon satisfaction of all applicable dispute resolution requirements, the Contractor shall comply with all claims presentation requirements as provided in Chapter 1 (commencing with section 900) and Chapter 2 (commencing with section 910) of Part 3 of Division 3.6 of

Title 1 of Government Code as a condition precedent to the Contractor’s right to bring a civil action against the District. For purposes of those provisions, the running of the time within which a claim must be presented to the District shall be tolled from the time the Contractor submits its written claim until the time the claim is denied, including any time utilized by any applicable meet and confer process.

25. Attorney Fees; Costs. Should litigation be necessary to enforce any terms or provisions of this Agreement, then each party shall bear its own litigation and collection expenses, witness fees, court costs and attorney’s fees.

26. Waiver. The waiver by either party of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained.

INDEPENDENT CONTRACTOR AGREEMENT (ACADEMIC, EXTRACURRICULAR, AND EMOTIONAL SUPPORT SERVICES) PAGE 9

27. Severability. If any term, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force and effect, and shall not be affected, impaired or invalidated in any way.

28. Signature Authority. Each Party has the full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each Party has been properly authorized and empowered to enter into this Agreement.

29. Counterparts. This Agreement and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one document.

30. Incorporation of Recitals and Exhibits. The Recitals and each exhibit attached hereto are hereby incorporated herein by reference.

31. Order of Precedence. The Parties agree that any conflict between or inconsistency among the terms contained in the body of this Agreement and any document attached hereto, or referenced herein, shall be resolved in the following order of precedence: (1) the body of this Agreement, (2) any purchase order issued by the District to Contractor,

(3) any exhibit or addendum to this Agreement, (4) any quote, bid, proposal, order or service form or any other document issued by Contractor to District and incorporated into this Agreement, and (5) Contractor’s standard terms and conditions, if incorporated by reference in any of the aforementioned documents of this Agreement.

[SIGNATURE PAGE FOLLOWS]

INDEPENDENT CONTRACTOR AGREEMENT (ACADEMIC, EXTRACURRICULAR, AND EMOTIONAL SUPPORT SERVICES) PAGE 10

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date indicated below.

STOCKTON UNIFIED SCHOOL DISTRICT: [CONTRACTOR]:

Date:

Date:

Signature: Signature:

Print Name: Print Name:

Its: Its:

Department Administrator:

Information regarding Contractor:

License No:

Address:

Employer Identification and/or Social Security Number

Telephone:

Facsimile:

E-Mail:

Contractor’s state of residence:

States in which Contractor is licensed to do business:

Type of Business Entity:

NOTE: Section 6041 of the Internal

Revenue Code (26 U.S.C. 6041) and

Section 1.6041-1 of Title 26 of the

Code of Federal Regulations (26

C.F.R. 1.6041-1) requires the recipients of $600.00 or more to furnish their taxpayer information to the payer. In order to comply with these requirements, the District requires the Contractor to furnish the information requested in this section.

Individual

Sole Proprietorship Partnership Limited Partnership Corporation, State:

Limited Liability Company

Other:

ATTACHMENT “A”

Contracting Party’s Personnel

Name/Company:

If further space is required for the list of personnel, attach additional copies of this page