SAMPLE 3.01_Independent_Contractor_Agreement-Redline_Ver_(Lexend).pdf

3.01_Independent_Contractor_Agreement-Redline_Ver_(Lexend) C&E contract fall 2018 (updated April 2024)

Independent Consulting/Contractor Agreement between

Thompson School District R2-J and

Provider Name (“Provider”): Name of Firm

Provider Address: Firm Address

Provider Number: Vendor Number W-9 on file Yes or No

THIS INDEPENDENT CONSULTING/CONTRACTOR AGREEMENT (“Agreement”) is made and entered into as of the date set forth below by and between Thompson School District R2-J (“District”), located at 800 S. Taft Avenue, Loveland, CO 80537, and Provider, located at the address set forth above, for the provision of services to the District.

WHEREAS, the District has determined that there is a need for the Provider’s services specified below in this Agreement; and

WHEREAS, the goal of the Agreement is to secure services from a person or entity with a high degree of professional skill for the benefit of the District; and

WHEREAS, the District has determined that the Provider is qualified to provide services to the District and will agree to perform and carry out the services in a good and professional manner as outlined in this Agreement.

THEREFORE, in consideration of the foregoing recitals, incorporated by this reference, and their mutual promises, the parties agree as follows:

1. Term: Subject to earlier termination by the District as provided herein, the Term of this Agreement shall commence as of DATE or the date the parties execute this Agreement, whichever is later, and continue through the successful completion of the Services (as defined below), which Provider acknowledges and agrees should occur on or before: DATE AND/OR DESCRIPTION. The Provider understands and agrees that the District shall not be liable for payment of work or services nor for costs or expenses incurred by the Provider prior to the proper execution and the District’s signed approval of this Agreement.

2. Scope of Services: The Provider shall perform the following services, which hereinafter shall collectively be referred to as the “Services:”

Location> - <Description

If the Provider attaches a separate proposal to this Agreement, it shall be incorporated herein as Exhibit A;

provided however, that if any terms set forth therein are ambiguous or conflict with this Agreement, then this Agreement shall have priority of interpretation and the terms set forth within the Agreement shall control.

3. Standards: The Provider shall perform all Services in a diligent, safe, and workmanlike manner, using its best skill and judgment pursuant to the highest standards of the profession for the Services. The Provider represents that the work performed will be in conformance with all applicable laws, statutes, rules, regulations, ordinances, codes and orders of any governmental bodies, agencies, authorities and courts. If

3.01_Independent_Contractor_Agreement-Redline_Ver_(Lexend) C&E contract fall 2018 (updated April 2024) the Provider’s performance does not conform to such standards and the District notifies the Provider of same, the Provider agrees to immediately take all action necessary to remedy the nonconformance. Any costs incurred by the Provider to correct such nonconformance shall be at the Provider’s sole expense.

4. Contract Price and Payment Provisions: The Provider shall perform the Services for the total contract price:

Not to exceed OR lump sum of… spell out dollar value ($000,000.00) (“Contract Price”). Unless otherwise expressly stated in this Agreement, all necessary labor, licenses, materials, supplies, equipment, reimbursables, and other items necessary to complete the Services shall be part of and not in addition to the Contract Price. The District will process the Provider’s payment within forty-five (45) days from the receipt of a valid invoice. The invoice shall include: (i) the date(s) Services were rendered; (ii) a detailed description of the Services performed; (iii) names of the individuals providing Services; (iv) hours worked;

(v) billing or compensation rate for the Services; (vi) all other direct expenditures allowable within the Contract Price; and (vii) if a “fixed price” contract, applicable milestones achieved and related progress payments earned. Unless otherwise agreed by the District, payments shall be made in the full value of the Services performed, less five percent (5%) of such value and less the aggregate of any previous payments, which amount shall be retained until completion and acceptance of all Services. If applicable, final payment to the Provider will be made after publication of notice of final settlement in accordance with the provisions of C.R.S. §38-26-107. Provider warrants and guarantees that upon final payment, title to all work, materials, and equipment shall pass to the District.

Purchase Order Number: TBD with executed contract

Account Code: Fund 41

Provider shall send the invoices to:

Thompson School District R2-J Attention: Operations c/o TBD, Project Manager 800 S. Taft Avenue Loveland, Colorado 80537

5. Independent Contractor: The Provider understands and acknowledges that this Agreement is a contract for services and that an employee-employer relationship does not exist between the Provider and the District.

The Provider shall perform all Services using its judgment and expertise as an independent contractor and not as an employee of the District. Neither the Provider nor any agent or employee of the Provider shall be an agent or employee of the District nor shall any of them have any authority, express or implied, to bind the District to any agreement or incur any liability or obligation attributable to the District. The Provider acknowledges that it is not entitled to workers’ compensation or other benefits from the District and that the Provider is obligated to pay federal and state income tax on any moneys earned from the District pursuant to this Agreement.

6. Use of Work Product and Infringement Claims: To the extent the Provider creates any work product, including without limitation, the Provider’s notes, memoranda, photographs, spreadsheets, drawings, reports, data, submittals, and designs or plans or similar materials relating to the Services (collectively “Work Product”), said Work Product shall be delivered to the District upon the earlier to occur of the completion of the Services, termination of this Agreement by either party or material breach of this Agreement by the Provider. Work Product shall become the property of the District and may be used by the District for any purpose. The Provider shall defend and indemnify the District from and against all suits, causes of action, or claims for infringement of any alleged patent rights, copyright, or trade secrets arising out of the District’s ownership or use of the Provider’s Work Product and shall indemnify the District from loss or liability on account thereof and shall pay any judgments or fees resulting therefrom, including, but not limited to, royalties, license fees, and attorneys’ fees.

7. Special Provisions: Paragraphs checked in this Section are hereby incorporated into this Agreement as terms thereof:

3.01_Independent_Contractor_Agreement-Redline_Ver_(Lexend) C&E contract fall 2018 (updated April 2024)

☒ Workers’ Compensation Insurance shall be maintained to comply with Colorado statutory provisions, including any required flow down, occupational disease provisions for all employees to comply with Colorado statutory requirements, and employer’s liability, which must have limits of at least: $100,000 per accident, $100,000 disease, each employee and $500,000 accident/disease policy limit. Such policy shall contain a waiver of subrogation in favor of the District. The Provider shall also require each subcontractor to furnish workers’ compensation insurance, including occupational disease provisions for all of the latter’s employees, and to the extent not furnished, the Provider accepts full liability and responsibility for subcontractors’ employees.

☒ Professional Liability Insurance shall be maintained with coverage limits for each occurrence or claim of $2,000,000, if professional services are provided under this Agreement.

☒ Comprehensive General Liability Insurance shall be maintained to protect the Provider from all claims for bodily injury, including death and all claims for destruction of or damage to property, including loss of use therefrom, arising out of or in connection with any operations under this Agreement, whether such operations be by the Provider or by any subcontractor under it or anyone directly or indirectly employed by the Provider or by a subcontractor. All such insurance shall be written with limits and coverages as specified below and shall be written on an occurrence form:

General Aggregate $2,000,000 Products - Completed Operations Aggregate $2,000,000 Each Occurrence $1,000,000 Personal Injury $1,000,000

This policy shall be primary insurance, and any insurance carried by the District, its officers, or its employees, or carried by or provided through any insurance pool of the District, shall be excess and not contributory insurance to that provided by the Provider.

☒ Comprehensive Automobile Liability Insurance shall be maintained including coverage for liability arising out of any auto (including owner, hired, and non-owned autos), and including coverage for all power mobile equipment used by the Provider on District property, with a combined single limit of $1,000,000/person, $1,000,000/accident, and $1,000,000/property damage. Such insurance shall include a waiver of subrogation in favor of the District. This policy shall be primary insurance, and any insurance carried by the District, its officers, or its employees, or carried by or provided through any insurance pool of the District, shall be excess and not contributory insurance to that provided by the Provider.

☒ Certificates of Insurance must be submitted to the District before starting work. Insurance certificates must show coverage of all checked insurance requirements, must contain an endorsement naming the District, the District’s officers, board members and employees as additional insureds. All coverages required herein shall be continuously maintained through the Term of this Agreement, including any warranty periods, to cover all liability, claims, demands, and other obligations assumed by the Provider pursuant to Section 8(b) of this Agreement. If the expiration date of the insurance certificate is prior to final completion, the Provider shall provide a new certificate of insurance prior to thirty (30) days from the expiration of the current policy. In case of any claims made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Such coverages shall be procured and maintained with forms and insurers acceptable to the District. Receipt, review or acceptance by the District of any insurance policies or certificates of insurance required by this Agreement shall not be construed as a waiver or relieve the Provider from its obligation to meet the insurance requirements. The Provider shall require that all of its agents and subcontractor also comply with these insurance requirements. Any and all deductibles or self-insured retentions contained in any insurance policy shall be assumed by and at the sole risk of the Provider.

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☐ Warranties. The Provider warrants that the Services shall be performed in a good and workmanlike manner and shall be suitable and fit for the purposes for which they are intended. All materials and workmanship are guaranteed to be free of defects for two (2) years from the date of beneficial use or eighteen (18) months after materials are delivered and/or workmanship has been completed, whichever comes first, unless otherwise specified herein. Neither the final estimate or payment, nor any provision in this Agreement shall relieve the Provider of responsibility for faulty materials or workmanship and, unless otherwise specified, the Provider shall remedy any defects due thereto and pay for any damage to other property resulting therefrom, which appear within the periods specified herein. Complete maintenance/warranty data are to be submitted to the District for review at the completion of the Services and prior to final settlement. These warranties shall be in addition to and not in lieu of all other remedies available to the District.

☐ Internet Use. It has been determined that the Provider will have access to the District’s Internet resources in the performance of Services. Provider and every employee, contractor or agent working for the Provider who will have access to the District network agrees to and will comply with the District’s acceptable use policy. Misuse or inappropriate use of the District network will constitute a material breach and will be grounds for immediate termination of the Agreement.

☐ Background Investigations and Finger Printing. The Provider and any employee, contractor, agent or other representative of the Provider whether or not in paid status must agree to be finger printed and submit for a background investigation if that the Provider and/or employee, contractor, agent or other representative of the Provider will provide direct services to the District students or will have unsupervised access to any District student while performing the Services under this Agreement. The background check shall be required only for those persons who have regular, but not incidental, contact with students at least once a month.

8. Colorado PERA Retiree. In accordance with C.R.S. § 24-51-1101, the District will notify the Colorado Public

Employees’ Retirement Association (“PERA”) of any PERA retiree working as a consultant to the District in an individual capacity or of any entity owned or operated by a PERA retiree or affiliated party. Please check the appropriate box below and provide any corresponding documentation:

☐ YES, I am a PERA retiree working as a consultant to the District in an individual capacity or with an entity owned or operated by a PERA retiree or affiliated party. PERA Rules define “affiliated party” to include: (i) any person who is a named beneficiary or co-beneficiary on the PERA account of the retiree, (ii) any person who is a relative of the retiree by blood or adoption to and including parents, siblings, half-siblings, children and grandchildren, (iii) any person who is a relative of the retiree by marriage to and including spouse, spouse’s parents, stepparents, stepchildren, step siblings, and spouse’s siblings, and (iv) any person or entity with whom the retiree has an agreement to share or otherwise profit from the performance of services for PERA employer by the retiree other than the retiree’s regular salary or compensation. If, as a result of a PERA evaluation, it is determined by PERA that PERA withholding is required, the employer contribution rate will be paid by the District directly to PERA. The Provider shall also be responsible for submitting information directly to PERA. The required disclosure, “Disclosure of Compensation for Service provided through an Affiliated Party,” and additional information for PERA retirees working after retirement can be found at www.copera.org. The employee (retiree) contribution will be deducted by PERA from the employee’s (retiree)’s monthly benefit.

☒ NO, I am not a PERA retiree working as a consultant to the District in an individual capacity or with an entity owned or operated by a PERA retiree or affiliated party. By marking “no” and signing this form, the Provider represents and warrants: (i) that Provider is not a retiree from the District or any other employer covered by PERA as defined in C.R.S. § 24-51-1101(2); and (ii) that if the Provider is an entity of any kind, it is not owned nor operated by any PERA retiree or affiliated party of the PERA employee (retiree) as provided in C.R.S. § 24-51-1101(2). The Provider will indemnify and hold harmless the District and its employees from and against any claim concerning a breach of the foregoing representations and warranties or any

3.01_Independent_Contractor_Agreement-Redline_Ver_(Lexend) C&E contract fall 2018 (updated April 2024) forfeiture of compensation or benefits, including any PERA retirement benefits anticipated by the Provider, related in any way to this Agreement or the Provider’s performance of Services hereunder.

9. General Provisions:

a. Insurance Requirements. Notwithstanding any other provision of this Agreement, failure on the part of the Provider to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of this Agreement for which the District may immediately terminate this Agreement or, at its discretion, the District may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all money so paid by the District shall be repaid by the Provider to the District upon demand, or the District may offset the cost of the premiums against any money due to the Provider from the District. Any and all deductibles or self-insured retentions contained in any insurance policy shall be assumed by and at the sole risk of the Provider.

b. Indemnity and Hold Harmless. The Provider shall indemnify, hold harmless, and defend the District, including but not limited to its employees, agents, board members, officers, and representatives, from and against any and all claims, damages, losses, demands, actions, debts, liabilities, and expenses, including attorney’s fees incurred, arising out of, claimed on account of, or in any manner predicated on the performance of the Services provided that any such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, including the work performed and including the loss of use resulting therefrom, and only to the extent that it is proximately caused in whole or in part by any negligent or intentional act or omission or breach of contract of the Provider, any sub-consultant, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable.

c. Licenses, Taxes, Permits, and Fees. The Provider shall obtain, at its own expense, all licenses and permits and pay all applicable taxes and fees, in the execution of the terms of this Agreement, including but not limited to excise tax, federal and state and local income taxes, payroll and withholding taxes, unemployment taxes, and worker’s compensation payments for its employees, and shall indemnify and hold the District harmless for all claims arising under such taxes and fees.

d. Nondisclosure of Confidential Information. The Provider will not disclose to any third person or entity any records or writings of the District, its employees or students, regardless of the form, that are protected by state or federal law and that may come into the Provider’s possession. The parties agree that all student education records or student personally identifiable information, as defined herein, provided by the District is considered confidential under this Agreement as well as under the Family Educational Rights and Privacy Act (“FERPA”), the Colorado Student Data Transparency and Security Act, C.R.S. § 22-16-101 et seq. (“Act”), and any other applicable federal or state policies, rules or regulations. “Student Personally Identifiable Information” (hereinafter referred to as “PII”) means information that, alone or in combination, personally identifies an individual student or the student’s parent or family, and that is collected, maintained, generated, or inferred by the District or Provider including, but not limited to, a student’s name, the name of the student’s parent or other family member, the address of the student or a student’s family, a personal identifier such as a student’s social security number, student number or biometric record, and other indirect student identifiers such as a student’s date of birth, place of birth, or mother’s maiden name.

To the extent that the Provider has access to any PII from students’ education records or otherwise, the Provider agrees that it shall not use such information except for the legitimate educational purpose of providing Services pursuant to this Agreement and that it shall not re-disclose this information to any other party for any other reason. The Provider’s employees, subcontractors or agents also agree to comply with all applicable federal and state regulations governing the student records, including FERPA and the Act. For purposes of this Agreement, it is acknowledged that District shall at all times have direct control over the Provider with respect to the Provider’s use and maintenance of PII and the Provider will, at the District’s written request or upon termination or expiration of this Agreement, promptly return to the District all PII or securely destroy all PII.

3.01_Independent_Contractor_Agreement-Redline_Ver_(Lexend) C&E contract fall 2018 (updated April 2024)

e. Changes/Amendments. At any time, by written order, the District may make changes in or additions to the Services to be performed under this Agreement, issue additional instructions, require modified or additional work or services within the general scope of the Agreement, or vary the amount of District-furnished property. If the Provider believes that any changes cause any increase or decrease in the cost of, or in the time required for, performance of Services under this Agreement, an equitable adjustment may be made in the Agreement price or term of performance, or both, and the Agreement will be modified in writing accordingly. Any claim by the Provider for adjustment under this clause must be asserted within ten (10) calendar days from the date of receipt by the Provider of the notification of changes; provided, however, that the District, if it decides that the facts justify such action, may receive and act on any such claim asserted at any time prior to final payment under this Agreement. Failure to agree to any adjustment will be a dispute concerning a question of fact within the meaning of the clause of this Agreement titled “Disputes.” However, nothing in this clause excuses the Provider from proceeding with the Agreement as changed, and it is limited to proceeding with its appeal pursuant to the Section titled “Disputes,” below.

Other than written change directives or orders issued pursuant to this Section, no amendment, change or modification to this Agreement shall be effective or enforceable unless it is in writing and executed by each party.

f. Disputes. In the event that any dispute between the parties arises out of this Agreement, the parties shall meet and confer in good faith to resolve such dispute. In the event such efforts do not resolve the dispute within fifteen (15) days from the date the dispute arises, the District may elect to submit the dispute to the mediation before the Judicial Arbiter Group or other independent mediation service. This provision shall survive termination of this Agreement. This provision shall not be considered an election of remedies. The District may elect to pursue litigation for any dispute arising under this Agreement at any time.

g. Immunities. The District retains all rights, immunities, and protections provided under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq.

h. Termination for Convenience. Upon written notice, the District may terminate this Agreement in whole or in part of it determines, in its sole discretion that a termination is in the District’s best interests.

After notice of termination has been given, the Provider shall stop work on the cancellation date specified in the notice. The District will conduct an audit to determine the Provider’s reasonable costs expended to the date of cancellation, or the District may determine the Provider’s cost based on a schedule of values or exact cost of any work performed. The Provider will not be reimbursed for any anticipated profit.

i. Termination for Cause. This Agreement may be terminated by the District upon not less than five

(5) days’ written notice should the Provider fail to perform in accordance with the terms of this Agreement through no material fault of the District. The Provider shall not terminate this Agreement, without the written consent of the District, other than for nonpayment as provided below in this subsection. In the event of termination for convenience or cause, the Provider shall deliver to the District all Work Product. If the District fails to make payment when due, the Provider may, upon ten (10) days’ written notice to the District, suspend performance of Services. Unless payment is received by the Provider within (10) days of the date of the notice, the suspension shall take effect without further notice.

j. Force Majeure. The District may delay delivery, performance or acceptance occasioned by causes beyond its control. The Provider shall hold goods or delay performance at the direction of the District and shall deliver goods or perform Services when the cause affecting the delay has been removed. The District shall be responsible only for the Provider’s direct additional costs in holding the goods or delaying performance of this agreement at the District’s request. Causes beyond the District’s control shall include government action or failure of the government to act where such action is required, strike or labor disputes, fire or unusually severe weather.

3.01_Independent_Contractor_Agreement-Redline_Ver_(Lexend) C&E contract fall 2018 (updated April 2024)

k. Nondiscrimination. The Provider shall comply with all applicable state and federal laws, rules and regulations involving non-discrimination on the basis of race, color, religion, national origin, age, sex, sexual orientation, disability, or other protected status.

l. Undocumented Workers. The Provider certifies that it shall comply with the provisions of C.R.S. § 8-17.5-101 et seq. The Provider shall not knowingly (i) employ or contract with an undocumented worker to perform work under this Agreement, (ii) enter into a contract with a subcontractor that knowingly employs or contracts with an undocumented worker to perform work under this Agreement, or (iii) enter into a contract with a subcontractor that fails to contain a certification to the Provider that the subcontractor shall not knowingly employ or contract with a subcontractor that fails to contain a certification to the Provider that the subcontractor shall not knowingly employ or contract with an undocumented worker to perform work under this Agreement.

m. Claims. The Provider shall pay, satisfy, and discharge all claims, charges, or other impositions of any nature or kind imposed on the Provider arising out of or in connection with the Services performed or provided hereunder and shall hold harmless and indemnify the District from any such claims.

n. Compliance with Law and District Policy. The Provider shall abide by all applicable laws, ordinances, rules, regulations, and orders of all governmental agencies or authorities having jurisdiction over the Services, including without limitation those applicable provisions of the Occupational Safety and Health Administration (“OSHA”). The Provider shall abide by all District policies and procedures, including without limitation, those related to the prohibited use and/or possession of alcohol, tobacco or firearms on District grounds. The Provider shall at all times strictly enforce this prohibition among its own employees, agents or subcontractors and their employees, agents or subcontractors.

o. Safety, Health and Accident Reports. The safety and health of the Provider, the Provider’s employees and agents brought on District property, will be the sole responsibility of the Provider. The Provider shall also take all necessary precautions to protect all property at the location where Services will be provided as well as the property adjacent thereto not designated for removal, relocation or replacement, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities. The Provider will comply with all applicable local, state, and federal environmental, health and safety requirements, including those relating to the transportation, use and handling of hazardous material. The Provider shall take all necessary precautions to ensure the safety of all employees and other persons who may be affected by the Provider’s Services. The Provider will report all accidents, injury-inducing occurrences or property damage arising from the performance of Services as soon as reasonably practical. The District will have the right to receive, at its request, copies of any reports filed with the Provider’s insurer or others. The Provider’s employees and agents on District property will comply with all plant rules and regulations.

p. Sales and Use Taxes. The District is exempt from the payment of any state, and most municipal, sales and use taxes for materials, supplies, and equipment used in the performance of Services. The Provider shall not include any of these taxes in any charges or invoices to the District.

q. Records and Audits. The Provider will maintain complete and accurate records of all charges incurred by the District under this Agreement, in accordance with generally accepted accounting principles, for a period of twenty-four (24) months from the date of termination of the Agreement. The District will have the right to inspect the Provider’s records upon reasonable notice and to retain copies thereof.

r. Governing Law/Venue. The laws of the State of Colorado shall govern the performance and interpretation of the Agreement. Venue for any dispute concerning the Agreement shall be exclusively in the federal court located in Colorado or the state court located in Larimer County, Colorado.

s. No Assignment. This Agreement may not be assigned by the Provider without the District’s prior written consent.

3.01_Independent_Contractor_Agreement-Redline_Ver_(Lexend) C&E contract fall 2018 (updated April 2024)

t. Notices. All notices, requests, consents and other communications required or permitted under this Agreement shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, or pre-paid first-class certified mail, return receipt requested, or emailed, read receipt and delivery receipt requested, addressed to the respective party at the address set forth in the first paragraph of this Agreement or to such other addresses as any party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered (i) on the date delivered if by personal delivery, or (ii) three (3) days after postmark if mailed as provided in this section.

u. Waiver. A failure to assert any rights or remedies available to a party under the terms of this Agreement, or a waiver of the right to remedies available to a party by a course of dealing or otherwise shall not be deemed to be a waiver of any other right or remedy under this Agreement, unless such waiver of such right or remedy is contained in a writing signed by the party alleged to have waived his other rights or remedies.

v. Execution of Agreement. This Agreement contains the entire understanding of the parties and supersedes all prior understandings, agreements, or representations by or between the parties, whether oral or written, that in any way relate to the subject matter of this Agreement. Execution of this Agreement constitutes a representation by the Provider that to the best of the Provider’s knowledge no conflict of interest exists between the District representative and the Provider or its employees and agents. The Provider represents that it has full authority under applicable law to execute and deliver this Agreement.

w. Amendments to Agreement. No changes, alterations or modifications to any of the provisions hereof shall be effective unless contained in a written agreement signed by both parties.

x. Interpretation. This Agreement shall control with respect to the Services described herein. This Agreement shall not affect the interpretation or validity of the parties’ prior agreement or any other agreements referred to therein.

y. No Third-Party Beneficiaries. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the District.

z. Counterparts. This Agreement and any amendments may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

aa. Binding Agreement. This Agreement shall be binding upon and for the benefit of the parties hereto, their successors and assigns. The Provider represents that it has full authority under applicable law to execute and deliver this Agreement and to perform obligations under this Agreement.

bb. Severability. If any provision of this Agreement is ruled to be invalid or illegal, such ruling shall have no effect upon the remaining provisions, which shall be considered legally binding and given full effect.

cc. Addenda. If this Agreement is a contract for the provision of construction services or if Provider will have access to student and/or personnel data, then the appropriate addendum designated below shall be attached to and incorporated into this Agreement and, by signing below, the Provider acknowledges receipt of the applicable addenda:

☐ This Agreement is a contract for the provision of construction services; therefore, Addendum 1 is hereby attached.

☐ The Provider will have access to student and/or personnel data; therefore, Addendum 2 is hereby attached.

dd. Other Contract Documents. The following documents are also incorporated into and will be a part of the Agreement; provided, however, that if any terms set forth therein are ambiguous or conflict with this

3.01_Independent_Contractor_Agreement-Redline_Ver_(Lexend) C&E contract fall 2018 (updated April 2024)

Agreement, then this Agreement shall have priority of interpretation and the terms set forth within the Agreement shall control:

Not Applicable OR reference Exhibit that details documents (Exhibit A)

(Remainder of page intentionally left blank, signature page to follow)

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IN WITNESS WHEREOF, the undersigned agree to be bound by the terms and conditions of this Agreement:

BOE Approval (if applicable): DATE of BOE Meeting or NA

OWNER:

THOMPSON SCHOOL DISTRICT R2-J

Assistant Superintendent of Operations – Signature

Todd Piccone, (Printed name, date)

CONTRACTOR/CONSULTANT:

(Signature)

(Printed name, title, date)

4849-5255-4368, v. 1

EXHIBIT A

3.01_Independent_Contractor_Agreement-Redline_Ver_(Lexend) C&E contract fall 2018 (updated April 2024)

Scope of Services

See attachments:

Pages Description/Date 4-pages Firm Letter dated: April 26, 2019 1-page Firm “2019 Billing Rates” 1-page Proposal/Breakdown of costs

Any Design Documents, etc…