AGREEMENT FOR PERSONAL SERVICES
This Agreement For Personal Services(“Agreement”) is made and entered into by and between ______, a ______(“Contractor”) and Cheney School District No. 360, a Washington municipal corporation (“District”). In consideration of the following terms and conditions, the parties agree as follows:
1.Term.
This Agreement is effective on ____ day of ______, 201_, and it continues until 12:00 midnight (PST) on ____ day of ______, 201_, unless terminated earlier as provided by this Agreement.
2.Services.
2.1Contractor agrees to provide ______services to Districtstudents. Contractor agrees to provide the following described services: ______.
2.2Contractor agrees to provide the services to District students with the day and time as follows: ______at the following location(s): ______.
2.3Contractorshall be solely responsible for supervising the students receiving services. Contractor agrees that the District shall have no responsibility for the supervision of students receiving services.
2.4Contractor services shall be for a maximum __ hours per week, and a maximum of __ hours for this Agreement.
3.Payment.
3.1Contractor shall be compensated at the rate of_____ per hour. All other expenses shall be the sole responsibility of the Contractor.
3.2District time sheets, detailing services rendered as well as student name(s), shall be submitted by Contractor by the last day of each month for payment the following month. Budget code: _____. The District must have a completed W-9 Form on filed before any payment is made to Contractor.
4.Benefits.
4.1Contractor, as an independent contractor, acknowledges and agrees that he/she/itshall not be entitled to anybenefits(including, but not limited to, industrial insurance benefits, medical benefits, or any other health benefits) other thanthe payment provided under Section 3 of this Agreement.
4.2Contractor, as an independent contractor, acknowledges and agrees that he/she/itis not covered by the District’s industrial insurance in the case of an accident.
5.Income/Taxes/Industrial Insurance.
Contractorrepresents, acknowledges and agrees that he/she/it is an independent contractor and not an employee of the District and that it is Contractor’s sole obligation to report as income all compensation received from the District pursuant to this Agreement. Contractor further agrees the District shall not be obligated to pay withholding taxes, social security, unemployment taxes, disability insurance premiums, or similar items, in connection with any payments made to Contractor pursuant to the terms of this Agreement. Contractor is obligated to pay all taxes required by federal and/or state laws. All payroll taxes, unemployment contributions, and any other taxes, industrial insurance and expenses for Contractor and its employees shall be the sole responsibility of Contractor. Contractor shall comply with all provisions of Title 51 RCW, Industrial Insurance. Contractor shall indemnify and hold harmless the District from and against any and all costs (including attorneys’ fees incurred in defense) arising out of any breach of Contractor’s representations and obligations in this Section 5 or any assertion that the Contractor is not an independent contractor.
6.Independent Contractor Status.
The Contractor shall be and operate as an independent contractor and shall have control over and responsibility for the conduct of all personnel it hires to perform the services. Contractor agrees to serve as an independent contractor in connection with the services. The District has the right to direct only the result of the Contractor’s services, and not the means and methods of accomplishing the results. Contractor is not required to comply with instructions given by the District regarding means and methods required to perform Contractor services. District has provided no training to Contractor. District does not require, nor expect that Contractor will be working for the District on a full time basis. District does not require, nor expect that Contractor will be working exclusively for the District.
This Agreement creates no relationship of joint venture, partnership, limited partnership, agency, or employer-employee between the parties, and the parties acknowledge that no other facts or relations exist that would create any such relationship between them. Neither party has any right or authority to assume or create any obligation or responsibility on behalf of the other party except as provided by written instrument signed by both parties.
7.Indemnification/Insurance.
7.1Indemnification/Hold Harmless/Duty to Defend. Contractorshall defend, indemnify, hold and save harmless the District, its agents, representatives, directors, and employees (“Indemnitees”) from all loss, damage, liability, claims, allegations, demands, suits, causes of action, settlements, judgments, or expenses (including attorney fees and all expenses of litigation), (each and all, hereinafter, “Claim”), resulting from any actual or alleged injury or death of any person, or from any actual or alleged loss of or damage to any real or personal property, caused by or resulting from any act or omission by Contractor or its employees, agents, or contractors relating to, arising from, or connected with Contractor’s performance of this Agreement. This agreement to defend, indemnify and hold harmless shall be triggered upon the assertion of any Claim against any Indemnitee within the scope of Contractor’s said defense, indemnification and hold harmless obligations. Attorney fees and litigation expenses incurred by any Indemnitee in successfully enforcing the obligations of this section shall be paid by Contractor.
Contractor further agrees that its, defense, indemnity and hold harmless obligations shall apply to Claims made by its own employees against an Indemnitee, but in that instance only to the extent of Contractor’s own negligence or fault in whole or partly causing the claimant’s damages. To that extent, Contractor therefore knowingly and expressly waives any immunity that it otherwise might have been entitled to invoke under Title 51 RCW in opposition to a claim for defense, indemnity, or hold harmless hereunder. Contractor agrees by initialing this provision that this waiver of immunity under Title 51 RCW has been expressly and specifically negotiated by them:__ (Contractor’s Initial).
7.2Insurance. For the duration of this Agreement, Contractor shall maintain in force at its own expense, the following insurance:
7.2.1Worker’s Compensation Insurance in compliance with Title 51 RCW;
7.2.2Commercial General Liability Insurance, affording coverage on an “occurrence” as opposed to “claims made” basis, with a limit of not less than $_,000,000 each occurrence and $_,000,000 aggregate for bodily injury and property damage. Such insurance shall include premises and operations, independent contractors, products and completed operations, personal injury liability, and contractual liability coverage for the defense, indemnity, and hold harmless obligations provided under this Agreement;
7.2.3With respect to the insurance policies required of Contractor by the immediately preceding subsection 7.2.2Contractor shall (i) cause the insurers from whom Contractor procures such insurance to issue endorsements to such policies, naming and protecting the District and its employees, agents, directors, and representatives, as additional insureds under such policies, for all purposes and claims made against the District or any of them related to or arising from the subject matter or performance of this Agreement; and (ii) Contractor shall assure that such policies of insurance shall serve as primary-level insurance coverage with respect to any liability insurance separately procured and maintained by the District, which shall be excess-level insurance;
7.2.4There shall be no cancellation, material change, or reduction of limits or non-renewal of the insurance coverage required by this Agreement without thirty days’ written notice to the District;
7.2.5 Before performance of this Agreement, Contractor shall furnish to the District copies of such certifications, endorsements, or other appropriate documents of proof, from Contactor’s insurer(s), establishing to the District’s satisfaction that compliance with Contractor’s obligations under this Section of this Agreement has occurred; and
7.2.6Contractor shall ensure that any individual or approved subcontractor it provides shall comply with the requirement in this Section of this Agreement.
8.Termination.
8.1The Districtmay terminate this Agreement at anytime without cause upon thirtydays’written notification to Contractor. Upon termination of this Agreement, Contractor expressly understands and agrees that the District’s sole obligation shall be to make payments for services completed as of the date of termination.
8.2Upon the termination or expiration of this Agreement, Contractor shall promptly return to the District all papers, materials, and other property of the District then in its possession.
9.Record Checks/Prohibited Employment.
9.1Record Checks. Pursuant to RCW 28A.400.303, any applicant or employee or subcontractor of Contractor who will have regularly scheduled unsupervised access to children pursuant to this Agreement, shall be required to complete a record check through the Washington State Patrol Criminal Identification System, under RCW 43.43.830-.834, RCW 10.97.30 and .50, and through the Federal Bureau of Investigation before hiring and prior to unsupervised access to children. The record check shall include a fingerprint check using a complete Washington state criminal identification fingerprint card. Record checks required above shall be at the sole cost and expense of Contractor.
9.2Prohibited Employment. Pursuant to RCW 28A.400.330, Contractor shall prohibit any employee or any subcontractor of the Contractor from working at a public school who has contact with children at a public school during the course of his or her employment, if such individual has pled guilty to or been convicted of any felony crime specified under RCW 28A.400.322. Contractor shall engage in due diligence to learn whether any of its employees have pled guilty or been convicted of any such crime and shall require their employees to self report to the Contractor any such plea or conviction. Any failure to comply with this section shall be grounds for immediate termination of this Agreement by the District, notwithstanding any other provision in this Agreement.
10.Dispute Resolution.
In the event that a dispute shall arise regarding the terms, conditions, or breach of this Agreement, the parties shall, as a condition precedent to taking any action, mediate the dispute using the services of a mutually agreed upon independent mediator. The site of the mediation shall be in Cheney, Washington. Each party shall split the expenses of the mediator and the facility for the mediation. Each party shall otherwise pay its own expenses.
11.Attorneys’ Fees/Costs.
In the event legal action becomes necessary to enforce any term or condition of this Agreement the prevailing party in any legal action shall be entitled to recover reasonable attorneys’ fees and costs incurred in such action, as determined by the court. In the event of any appeals from such actions, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in such appeals, and determined by the court(s). The term “costs” shall include, in addition to statutory costs and disbursements, all costs associated with discovery depositions, expert witness fees, and out-of-pocket costs incurred by the prevailing party in the prosecution or defense of the action. For the purpose of this paragraph, the term “action” shall be deemed to include any proceeding commenced in the bankruptcy courts of the United States.
12.Governing Law/Venue.
The terms of this Agreement shall be governed by the laws of the State of Washington. In the event that legal action is commenced to resolve a dispute arising out of this Agreement, the venue of such action shall be in Spokane County, Washington or in the U.S. courts for the Eastern District of Washington.
13.Notices.
All notices and billings to the parties shall be in writing and sent via U.S. mail to their respective addresses as set forth in this Agreement or to such other addresses as any party may notify the other party hereto by notice duly given in writing.
14.Waiver.
The failure of any party to exercise its rights under this Agreement shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
15.Integration/Modification.
This Agreement constitutes the entire and exclusive agreement between the parties regarding this matter and no deviations from its terms shall be allowed. This Agreement may not be amended or modified, nor may any of the provisions hereof be waived by any party, except in a writing executed by all parties hereto.
16.Representation.
Contractor represents that he/she/it is in all respects qualified to perform the services, is capable of performing the services, and is not contractually or otherwise financially associated with the District in any manner other than what is provided for in this Agreement. All of the services will be performed by or through the Contractor in a satisfactory and proper manner, as determined by the District. None of the services shall be subcontracted without prior written approval of the District. The Contractor shall perform the services with a high standard of care, skill and diligence. At all times of performance, Contractor shall be properly licensed, equipped, organized and financed to perform the services.
17.Tobacco/Drugs/Weapons.
Tobacco, drugs and weapons are prohibited on District property.
18.Licenses.
Contractoraccepts full responsibility for filing tax information with the IRS and the Washington State Department of Revenue, and obtaining all applicable business licenses as appropriate and as it relates to services rendered and payments resulting from this Agreement.
19.Severability.
If any provision of this Agreement is determined to be unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each party remain enforceable.
20.Assignment.
Contractor shall not assign or otherwise dispose of this Agreement or any duty(ies), right(s), or responsibility(ies) contemplated in this Agreement to any other person without the previous written consent of the District.
21.Privacy.
The Contractor shall comply with all applicable federal, state and local laws, regulations, codes and orders, including the privacy and non-disclosure provisions of the Family Educational Rights and Privacy Act, 20 U.S.C. Sec. 1232g. Without the prior written consent of the District, the Contractor is prohibited from disclosing to anyone other than an official representative of the District the identity of any student for whom services are provided.
21.Nondiscrimination.
Contractor services shall be provided in a manner consistent with all applicable civil rights laws and, in conformity with applicable District policy. Contractor agrees not to discriminate in the provision of services on the basis of race, color, national origin, sex, age, creed, sexual orientation, marital or veteran status, or disability.
22.Binding Effect.
This Agreement and the duties provided for herein shall be binding on the parties their heirs, successors and assigns.
23.Construction.
The rule of construction that a contract is construed against the drafter shall not apply to any dispute over the interpretation of application of this Agreement.
24.Authority.
The undersigned represent and warrant that they are authorized to enter into this Agreement on behalf of the parties.
25.Effective Date.
This Agreement shall not become effective unless and until it is executed by the parties.
DISTRICT:CONTRACTOR:
By:By:
Its:Its:
Date:Date:
Cheney Public Schools
520 Fourth Street
Cheney, WA 99004
WA Uniform Business
Identifier Number (UBI)
IRS Form W-9 on file
Agreement For Personal Services
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