Sample_Agreement.docx

005266.00006/1319292v1

005266.00006/1319292v1

005266.00006/1319292v

RFP No. 26-15 Comprehensive Charter Transportation Services

This PROVIDER SERVICES AGREEMENT (“Agreement”) made and entered into this date of [DATE] by and between Stockton Unified School District (“District”) and [CONTRACTOR] (“Contract”).

WITNESSED, the parties do hereby agree to perform services as follows:

1. SCOPE OF SERVICES:

The Contractor shall provide [DESCRIPTION OF SERVICES] as described in [RFP] Documents detailed in Attachment “A”. The work will be performed under the direction of [SUSD Administrator Name/Title] for the District.

The terms of this Agreement shall be controlling in the event any of the terms hereof shall be in conflict with any of the terms in Attachment “A”.

2. CONTRACT:

This complete Agreement includes the following:

· The District’s Terms and Conditions as stipulated in this document

· The Entirety of the [RFP] Documents (included as Attachment “A”)

· Pricing Proposal (included as Attachment “B”)

· Contract Purchase Order (will be sent after signature and needed documents are received)

· W-9 form (Company Name must be the Consultant)

· Certificate(s) of Insurance with SUSD as additional insured.

The contract documents are complementary, and what is called for by any one shall be as binding as if called for by all.

3. CONTRACT TERM:

The performance period of this Agreement shall be effective as follows

· Start Date: [START DATE]

· End Date: [END DATE] This Agreement may be renewed upon mutual written agreement of the parties prior to the expiration of the current term. Any renewal shall be documented as an amendment to this Agreement and must specify the new term and any modified terms or conditions. The original term of this Agreement, together with any renewal periods, shall not exceed a total of five (5) years.

The District reserves the right to cancel in accordance with the cancellation/termination clauses stipulated in the Solicitation documents

4. COMPENSATION:

District shall pay to the Contractor, as full consideration for the faithful performance of the contract, subject to any additions or deductions as provided in the [RFP/Bid] document, an estimated total sum of [AMOUNT] DOLLARS and 00/100 ($XX.00) per the Proposal Form/Fee Schedule in Attachment “B” hereby attached. said sum being the estimated total amount agreed upon resulting from Contractor proposal unsealed [DATE OF BID/RFP CLOSING]. Payments will be processed on a monthly basis upon satisfactory completion of the delivery and receipt of an approved invoice within thirty (30) days of receipt of invoice.

Contractors who do not declare a State of California address may be subject to California tax withholding (up to 7%) for all services provided within the State of California. A CA590 or CA587 is required for all Non-resident Contractors.

5. CORPORATE STATUS:

If Contractor is a corporation, the undersigned hereby represents and warrants that the corporation is duly incorporated and in good standing in the State of [STATE WHERE CONTRACTOR IS INCORPORATED], and that [THE CONTRACTOR’S REP SIGNING THE CONTRACT] whose title is [THE CONTRACTOR REP’S TITLE] is authorized to act for and bind the corporation.

6. NOTICE:

All notices, demands, and documents required pursuant to the terms hereof shall be in writing and shall be delivered via email, in person, or by certified or registered mail, return receipt requested, with postage prepaid, at the addresses set forth below for each party. Notices shall be effective as of the date of receipt by the addressee. The address to which notices, demands and documents may be given by either party may be changed by written notice given in accordance with the notice provisions of this section:

TO THE DISTRICT: STOCKTON UNIFIED SCHOOL DISTRICT

2141 Robindale Ave Stockton, CA 95205

7. INDEPENDENT CONTRACTOR:

Contractor will provide Services under this Agreement as an independent contractor and not as an employee of the District. District will not withhold federal or state income tax deductions from payments made to Contractor under this Agreement and will not provide Contractor fringe benefits, including health insurance benefits, sick leave, paid vacation, or any other employee benefit. Contractor must provide District with his/her Social Security Number or Taxpayer ID number. District will provide Contractor and the Internal Revenue Service with a statement of earnings at the conclusion of each calendar year as required by the IRS.

8. INDEMNIFICATION [COPY AND PASTE THE CLAUSE IN THE BID/RFP]:

9. INSURANCE:

The Contractor, at Contractor’s sole cost and expense, shall provide and maintain in full force and effect, from the commencement or services until expiration of this Agreement, insurance as called out in District’s [RFP No. XX-XX; BID/RFP TITLE].

All insurance shall be with a California Admitted Insurer who has a rating of A or better, unless otherwise agreed to by the District, as rated by the current edition of Best's Key Rating Guide, published by A.M. Best Company, Oldwick, New Jersey 08858 and authorized to conduct business in the State of California. Minimum coverages shall be as called out in [RFP/Bid] documents.

10. COMPLIANCE WITH LAW/CONFIDENTIALITY:

Contractor shall comply with all federal, state and local laws and ordinances applicable to the Services. Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Contractor, or divulge, disclose, or communicate in any manner any information that is proprietary to the District or protected from disclosure by law (such as student records). Contractor will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Contractor will return to the District all student records, other records, notes, documentation and other items that were used, created, or controlled by Contractor during the term of this Agreement.

11. GOVERNING LAW CALIFORNIA:

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the courts of the state and federal courts of Riverside County, California.

12. FINGERPRINTING REQUIREMENTS:

Education Code § 45125.1 states that if employees of any Contractor providing services at a school site might have any contact with any under age pupils (younger than 18 years of age); those employees shall be fingerprinted by the Department of Justice (DOJ) before entering to determine that they have not been convicted of a serious or violent felony. If the District determines that more than limited contact with students will occur during the performance of these services by Contractor, the Contractor will not perform Services until all employees providing services have been fingerprinted by the DOJ and DOJ fingerprinting clearance certification has been provided to District.

13. ANTIDISCRIMINATION:

It is the policy of the District that in connection with all work performed under Agreements, there be no discrimination against any prospective or active employee engaged in the work because of race, color, ancestry, national origin, religious creed, sex, age, or marital status. The 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. In addition, the Contractor agrees to require like compliance by any subcontractors employed on the work by such Contractor. In accordance with Government Code section 12990, the Contractor shall give written notice of its anti-discrimination obligations to any labor organization with which Contractor has a collective bargaining or other agreement. Contractor shall also require any subcontractor it hires to provide written notice of its anti-discrimination obligations to any labor organizations with which the subcontractor has a collective bargaining or other agreement.

14. REQUIRED PROVISIONS:

Each and every provision of law and clause required by law to be inserted in this Contract shall be deemed to be inserted herein and the contract shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of either party the Contract shall forthwith be physically amended to make such insertion or correction.

15. ENTIRE AGREEMENT:

The complete Agreement as set forth in Paragraph 2 above constitutes the entire Agreement of the parties. No other agreements, oral or written, pertaining to the scope of work exists between the parties. This Agreement can be modified only by written amendment, signed by Contractor and District’s authorized purchasing representative, who for the purpose of this agreement is Michele Huntoon, Associate Superintendent, Business and Operations.

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed.

STOCKTON UNIFIED SCHOOL DISTRICT

[CONTRACTOR NAME]

Michele Huntoon, Ed.D.

Associate Superintendent, Business and Operations

[Print Name, Title]

Signature Date

Signature Date

Board Approval Date

RFP No. 26-15 Comprehensive Charter Transportation Svcs