~~,~~~ 94
CRspire. EdUcrne.Empower.

INDEPENDEI~iT CONTRACTOR AGREEMENT FOR SERVICES OF $lO,OQ(7 Qf~ MORE
WHEREAS, Adams County School District 14 in the County of Adams and State of Colorado {the "Distric~'~ has the
statutory authority to contract with persons, firms, consultants, and/or entities fnr the provision Qf services to the
District; and
WHEREAS, the District has determined that a need exists to retain a Contractor to provide the service f~ereinafter
specified; and
WHEREAS, GSD Education Services(the "Contractor')is qualified to provide the services required by the District; and
WHEREAS, the District maintains certain confidential information including trade secrets, student records, and all
other information not clearly known to the public and/or confidential pursuant to law. The District's trade secrets
and other proprietary and confidential information includes the~whale or any portion or phase of any of the following:
student records, employee records, scientific or technical information, designs, processes, procedures,
improvements, confidential business or financial information, other information relating to any of the District's
business bids, techniques, operations, services, contracts, forms, and all other trade secret information not clearly
known to the public {"Confcdentlal Information"j. Dui to the value of the District's Confidential Information and the
consequences if it is disclosed, taken or misused for any reason, the District seeks by this Agreement to protect the
District`s Confidential information and any other confidential information the Contractor acquires as a result of the
Contractor's provision of services to the District. The Contractor recognizes and respects the value of the District's
Confidential Information.
NOW,THEREFORE, the parties desire to enter into this Agreement subject to the following terms and conditions:
1.
Scope of Services. The Contractor shall perform the Services as follows: Project management and consulting
services. See exhibit A. The Contractor will provide the services consistent with generally accepted industry standards
for the Contractor's customary services. On the effective date of this Agreement, and during the term of this
Agreement, the Contractor will be fully qualified and will have all Licenses, permits, certificates, registrations, and
approvals needed to perform its obli~ation5 under this A~reemene. Incfu~e the individual names of all service
providers that will perform any of the services under this agreement(add additional pales as needed):
2.
Schedule. The District and the Contractor agree that the services shall be provided at the following mutually
agreed locations and times, or as agreed to in writing 6y the parties after the approval of this Agreement:0n site and
remotely.
3.
Term. The provision of services under this /~~reement shill commence on /#t,~ust 17. 2QI8. and will
terminate on November 27.2018. ;however, under no circumstances will the Term exceed one fiscal year from the
commencement date. The Contractor understands and agrees that the District has no obligation to extend this
Agreement's term, or contract for the provision of any future services, and makes no warranties or representations
otherwise.
Remuneration. The Contractor's fee the District is obligated to pay for the services rendered under this
4.
Agreement is as follows: ~9d.00 nor hour and under no circumstances whatsoever shall the fee exceed ~14,QQQ .
The District shall process the Contractor's payment within thirty (30) days from the receipt of a valid invoice to the
District's Accounts Payable office. Such invoice shall be submitted to the site administrator to be forwarded to
Accounts Payable with the Voucher Request, the P.E.R.A. Retiree `orm and the Contractor's W-9 form.
5.
Invoicing Requirements. The Contractor shall furnish the follo~~rin~ information tivithin invoices that are
submitted for request for payment to the District:
a. Oates of which services were rendered
b. Detailed description of the services or activities performed
Updated March 22, 2017

Page

 c.
d.
e.
f.
g.

if services were on a "fixed price" basis, a summary of provided milestones as per the scope of work
shall be furnished
Names of the individuals providing services
Hours worked
~lll rate or compensation for the services render~~
All 'Other Direct Expenditures' shall include-vendor name, expense type, expense description, and
date of expense.

6.
Independent Contractor. Contractor shall perform its duties hereunder as an independent contractor and
not as an employee. Neither Contactor nor any a~Pnt or employee of Contractor shall be deemed to bean went or
employee of the District. Contractor and its empla~e~s and agents are not entitled to unemployment insurance or
workers compensation benefits through the District and the District shill not pay far or otherwise provide such
coverage for Contractor or any of its agents or emaloYees. Unempfavment insurance benefits shall b~ available to
Contractor and its employees and agents only if such cavera~e is made availa6ie by Contractor ar a third party.
Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred
pursuant to this agreement.The parties agree that the District will not:
a. Require the Contractor to work exclusively for the District; and
~. Establish a quality standard for the Contractor,or oversee the actual work or instruct the Contractor
as to hoar the work is to ~e performed, except the Parties agree as stated in Paragraph 1 that the
Contractor's services will be consistent with generally accepted industry standards for the
Contractor's customary services and products; and
c. Pay the Contractor a salary or hourly wage, but rather wil! pay only the compensation stated in
Paragraph 4; and
d. Terminate the Contractor's current services for particular work the Contractor accepts from the
District unless the Contractor violates tf~e terms of this Agreement or fails to produce a result that
meets the specifications of this Agreement; and
e. Provide mare than minimal training for the Contractor; and
f. Provide tools or benefits to the Cnntractar; and
g. Dictate the time of performance, except that a completion schedule and a range of mutually
agreeable work hours may be established tf~rough a tivritten agreement mutually acceptable to both
Parties for particular work the Contractor accepts from the District; and
h. Pay the Contractor individually if the Contractor is an individual; instead, the District will make all
compensation checks payable to the trade or business name under vrhich the Contractor does
business; or
i. Combine its business operations in any ~vay with the Contractor`s business, but instead both Parties
will maintain their awn aperation5 as separate and distinct.
7.
No Agency Created. The Contractor agrees and understands that no authority exists through this Agreement
permitting the Contractor to enter into any third party contract, assume any obligation, or makes any representation
to third parties on behalf of, ar which may bind the District.
8.
Conflict of interest. The signatories aver that to their knowledge, no ~mplayee of the District has any personal
or beneficial interest whatsoever in the service or property described in this agreement. Contractor has no interest
and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance
of Contractor's services and Contractor shall not employ any person having such known interests.
9.
No Unauthorized Use of Names. Neither party will use the other's name in any advertisement, promotion,
business card, or similar circumstance. without the other party`s prier written consent.
10.
Assignment Prohibited. The Contractor shall not assign any ~f the services that require performance under
the Agreement. fn this regard, the Contractor undsrstand~ that the performance of the scope of wor1~ is considered
personal services under this Agreement.

Updated March 22, 2017

Page 2
_

.._

_

 11.
Debarment. The Contractor represents and warrants that it is not (i) currently excluded, debarred, or
otherwise ineligible to participate in the Federal Programs;(ii}convicted of a criminal offense related to the provision
of items or services to the Federal Government but have not yet been excluded, debarred or otherwise declared
ineligible to participate in Federal Programs, ar (iii) under investigation or are otherwise aware of any circumstances
which may result in exclusion from participation in Federal Programs. This shall be an ongoing representation and
warranty during the term of this Agreement and the parties shall immediately notify each other of any change in
status of the representation and warranty set forth in this section. Any breach of this paragraph shall give the nonoffending party the right to immediately terminate this Agreement for cause.
12.
Compliance with Law and District Policies. Contractor shall strictly comply with all applicable federal and state
laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to
discrimination and unfair employment practices. Contractor shall alga comply with a{I applicable District policies.
Contractor shall complete a criminal background check on ail employees who work under this Agreement and
maintain records of such during the term of the A~reernent. Those employees who have been convicted of, pled no
contest to, or received a deferred sentence or deferred prosecution for any crime involving a child will not be allowed
to work on District property, with District staff or students, or have access to district information. Contractor Shall
provide proof of back~raund checks upon request by the District. Contractor will be responsible for following all
federal, state, and local privacy and confidentiality requirements in performing background checks.
13.
Mod(fication/Entire Agreement/No Pr€or Agreement. This Agreement constitutes the entire understanding
between the parties hereto and may not ~e modified and/or amended unless any such modification or amendment
is reduced to writing and signed by bath parties. The Contractor further understands and agrees that this Agreement
supersedes any prior written or verbal agreement, promise, representation, understanding, or course of conduct
between the parties.
14.
Termination/Revocation. Either party may revoke or otherwise terminate this Agreement, with or without
cause, by notifying the other parry in writing of Its intention to take such action. Any such writing Shall be sent to the
other party by certified mail, return receipt requested, and shall be effective thirty (30) days after the date of mailing.
In the event of termination, the District shall 6e obligated to pay the Contractor only for services rendered up to the
effective date of termination. The District's obligations under this Agreement shall automatically terminate in the
event of the insolvency, receivership, bankruptcy fi(in~, or dissolution of Contractor. In addition, the District may
terminate this Agreement immediately without prior notice if the Contractor commits an act of fraud, dishonesty, or
any other act of ne~li~ent, reckless or willful misconduct in providing services to the DEstrict, or if any contract by the
District with any third party, or grant awarded to the District, on which this Agreement substantially depend, is
terminated or the District is unable far any other reason to prav~de services for to the party/parties to that contract.
15.
Fund Availability. Financial obligations of the District payable after the current fiscal year are contingent upon
funds for that purpose 6ein~ appropriated, budgeted, and athenvise made available, including via grant awards.
16.
Indemnification. The Contractor agrees to indemnify, defend and hold the District harmless from and against
any claim, cause of action, judgment, loss, demand, suit, or legal proceeding brought against the District or its
employees, representatives, or agents, which arises directly or indirectly from any act or omission of the Contractor,
including but not limited to any misconduct or neglect by the Contractor and/or its employees, subcontractors, or
agents. Furthermore, to the maximum extent permitted by law, the Contractor w~fl defend the District from any claim
and will indemnify the District against any liability for any Employee Benefits for the Contractor and/or any of its
employees, subcontractors, or agents, imposed on chi District; and the Contractor will reimburse the District for any
award, judgment or fine against the District based on the position the Contractor and~or any of its employees,
subcontractors or agents, who provides any services to the District related to this Agreement was ever the District's
employee, and all attorneys'fees and costs the District reasonably incurs dEfending itself against any such liability.
17.
Governing Law. Colorado law, and rules and regulations issued pursuant thereto, shall ~e applied in the
interpretation, execution, and enforcement of this agreement. Any pr~v'ssion inclined or incorporated herein by
reference which conflicts with said laws, rules, and regulations or which purports to negate this or any other provision
of this Agreement in whole or in part shall be null and void.
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Page 3

 18.
Severability. If it is found by a court of competent jurisdiction or by operation of law that a term or provision
of this Agreement is invalid or unenforceable, the remainder of the Agreement shall be unimpaired and continue in
force and effect, and the invalid or unenforcea6fe term or provision shalt be replaced 6y such valid term or provision
as comes closest to the intention underlying the invalid ar unenforceable term or provision.
Z9.
Governmental Immunity. No term or condition of this agreement shaii be construed or interpreted as a
v~raiver, express or implied, of any of the immunities, rishts, benefits, protections, or other pravision5, of the Colorado
Governmental Immunity Act, CR5 §?4-10-~01 et seq., or the Federal Tort Claims Act, 28 U.S,C. §§1346(b)and 2671 et
seq., as applicable now or hereafter amended.
Binding Arbitration Prohibited.The District does not agree to binding arbitration by any extra-judicial body or
Z0.
person. Any provision to the contrary in this contact or incorporated herein by reference shat! be null and void.
Insurance. The District will not include the Contractor as an insured under any policy the District has for itself,
21.
including, without limitation, any liability, life, collision, comprehensive, health, medical, workers' compensation or
unemployment compensation insurance policy. The Contractor shall provide the insurance as the service requires and
no later than seven days after execution of this Agreement, the Contractor shall provide the District with certificates
of insurance evidencing each of the types and amounts specified below:
a. Standard,Workers' Compensation coverage as required by Colorado law.
b. Comprehensive General Liability Insurance for operations and contractual liability adequate to
cover the liability assumed hereunder and with limits of not less than $1,000,000 for each
occurrence and $SOO,000 for bodily injury or property damage, and $S,000 for medical expenses
for any one person.
c. Automobile Liability Insurance in those instances where the Contractor uses an automobile,
regardless of ownership, for the performance of Services.
insurance coverage shall not be reduced below the limits described above or canceled without the District's written
approval of such reduction or cancellation. The Contractor shall require that any of its agents and subcontractors who
enter upon the District's premises shall maintain like insurance. Certificates of such insurance shall be provided to
the District upon request. With regard to all insurance, such insurance sha11 (i) be primary insurance to the full limits
of liability herein before stated; and (ii) should the District have other valid insurance covering the loss, the District
insurance Shall be excess insurance only; and (iii} not be canceled without thirty {30) days prior written notice to the
District; and (iv) the District shall be named as an additional insured.
22.
No Waiver. No assent, expressed or implied, by the District to any breach of any obligation or covenant by
the Contractor shall be construed as a waiver of any subsequent or other areach by the Contractor. Notwithstanding
any other provision of this Agreement to the contrary, nv term or condition of this Agreement shall be construed or
interpreted as a waiver, expressed or implied, unless it is in a written document executed 5y the party against whom
the waiver is sought to be enforced.
Public Contracts for Services. Contractor certifies, warrants, and agrees that it does not knowingly employ or
23.
contract with an illegal alien who shall perform work under this agreement and shall confirm the employment
eligibility of all employees who are newly hired far employment in the United States to perform work under this
agreement, through participation in the E-Verify Program or the State program established pursuant to CRS §B-17.5102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this
agreement or inter into a contract with a subcontractor that faits to certify to Contractor that the subcontractor shall
not knowingly employ or contract with an illegal alien to perform ~~aork under this agreement. Contractor (a~ shall not
use E-Verify Program or State program procedures to undertake pre-employment screening of job applicants while
this agreement is being performed,(b) shall notify the subcontractor and the District within three days if Contractor
has actual knowvled~e that a subcontractor is employing pr contracting with an illegal alien for work under this
agreement,(c) shall terminate the subcontract if a subcontractor does oat stop employing ar contracting with the
illegal alien within three days of receiving the notice, and (d)shall comply with reasonable requests made in the course
Updated March 22, 2017

Page 4

 of an investigation, undertaken pursuant to CRS §8-17.5-~02(5~, ~y the Colorado department of Labor and
Employment. If Contractor participates in the State program, ~antractor shall deliver #o the District a written,
notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shaEl
comply with all of tE~e other requirements of the State program. if Contractor fails to comply with any requirement of
this provision or CRS §8-17.5-101 et seq., the Distract may terminate this agreementfor breach and, if so terminated,
[ontractor shall be liable for damages.
Z4.
Public Contracts with Natural Persons. Contractor, if a natural person eighteen (18y years of age or older,
hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the
United States pursuant to federal law,(bj shall comply with the prav(sions of CRS §Z4-76.5-101 et seq., and (c} has
produced one form of identification required by CRS §24-76.5.103 pr(or to the effective date of this agreement
7S.
Paragraph Headings. The captions and headings set forth herein are for convenience of reference only, and
shall not be construed to limit or define the terms and provisions hereof.
26.
Conflict. In the event of a conflict between the terms of the Agreement and any exhibits attached to this
Agreement, the terms of this Agreement shall prevail.
27.
Relief the District May Seek The Contractor further agrees that, if the Contractor violates Paragraph 27 of
this Agreement, it would be difficult to determine the damages the District would suffer including, but not limited to,
lasses attributable to lost confidential Information. Accordingly, the Contractor agrees that if the Contractor violates
Paragraphs 27 of this Agreement, the District will be entitled to an Order for inJunction relief and/or for specific
performance, or their equivalent,from a court,including requirements that the contractor take action or refrain from
action to preserve the secrecy of the District's Confidential Information and to protect the District from additional
damages, and the Contractor agrees the District does not need to post a bend to obtain an in)unction and waives the
Contractor's right to require such a bond.
28.
Confidential Information Belongs Solely to the OIstrict The District's ConfidentEal Information and all other
confidential information and data relating to the District's business are tie District's exclusive property, and the
Contractor therefore agreQs that:
a, Ali notes, data, reference materials, sketches, drawings, memoranda, disks, documentation and
records ~n any way incorporating or reflecting and of the Canfidentfal Information and all
proprietary rights in the Confidential Information, including copyrights, trade secrets and patents
sha11 belong exclusively to the District;
b. At a1) times while this Agreement is In effect, the Contractor will keep secret and will not discSose
to any third party, take or misuse any of the Distr(c~s Confidential Information, or any other
canfidentia) information the Contractor acquires or has access to because of its provision of
services;
c. At all times wh11e this Agreement Es in effect, the Contractor will not use ot- seek to use any of the
Distric~5 Confdential Information for the Contractors awn benefit or for the benefit of any other
person or business in any way adverse to the District's interests;
d. The Contractor will cause each of Its Employees who may gain access to any of tine Oistric~s
Confldentia) Information, to execute a confidentiality agreement reasonably acceptable to the
District before disclosing any Confidertial Information to that Employee or permitting that
Employee to have access to any Confidential information.
e. On the District's request or on termination of this Agreement,the Contractor will promptly return
to the District all its property, specifically including all documents, disks or other carnpute~ media
or other materials in the Contractor's possession or control that contain any of the Districts
Confidential information.
f. After termination of this Agreement, the Contractor will preserve the secrecy of and Hrill not
disclose directly or indirectly to any other person or business any of the Distrfict's Confidential
Information; and

Updated March 22, 2017

--

-- --Page 5

 g. The Contractor will promptly advise the District of any unauthorized disclosure or use of the
District's Confidential Information by any person ar entity.
The Parties agree this provision Is intended to express the District's rights and the Contractor's duties to the District
under the Colorado Uniform Trade Secrets Act, C.R.S. 7-74-101, et seq,, and other applicable law. Additionally, the
Contractor's obli~atlon regarding the preservation and return of the District's Confidential Information will continue
indefinitely, both during and after the time during which the Contractor may provide services and products to the
District.
Non-solicitation. The Contractor shall not solicit directly ar indirectly any of the District's employees for a
Z9.
period of two (~) years following the termination of this Agreement without prior written consent of the District.
Attorneys' Fees, Experts' Fees, Costs. In any litigation of any dispute between the parties, in addition to any
30.
relief, order or award that enters, if the District is the prevailing party, it will be awarded and the Contractor shall be
liable for reasonable attorneys' fees, expert witness fees and costs.
31.
Notices, Process. Any notice this Agreement requires must be in writing and will be effective only if handdelivered or sent by certified U.S. mail, return receipt requested, to the party entitled to receive the notice at the
Contractor's address provided in this Agreement, while the District's Notice address is as follows: Adams County
School District 14, Chief Operating Officer,5291 East 60`" Avenue, Commerce City, CO 80022;or at such other address
that either party may provide later to the other party. Each party agrees to waive service of process in any action
brought to enforce or to interpret this Agreement and the parties further agree that service of the complaint and any
other pleading, discovery, order or document in any such action that would otherwise have to be served by personal
service will be deemed served three (3) days after being sent to the other party and that party's attorney as provided
above.
32.
Work for Hire. To the extent that this Agreement expressly or impliedly requires the Contractor to produce
deliverable items which may be subject to patent, copyright, trade secret, or proprietary rights of any kind:
a. The Contractor warrants and represents that the deliverable items are original and have not
heretofore been published; that the items do not infringe upon any statutory copyright, common
law right, proprietary right, or any other right whatsoever; and that Contractor agrees to indemnify
and hold harmless the District against any claim of infringement of tine deliverable items or any
portion ther~af or for any patent, copyright, trade secret or other proprietary rights of third parties.
b. Contractor agrees to secure permission in writing from any third parties whose works are utilized in
whole or in part by Contractor in the preparation of the items, to notify the District of the extent of
copying from third party works as well as to notify the District of any fimitatlons placed on the use
of those materials copied from third parties.
c. All of the items prepared for or submitted to the district by the Contractor under this Agreement
shall belong exclusively to the District and with respect to the copyri~htable materiais shall be
deemed to be works made fQr hire; and with respect to other ideas or inventions agrees to assign
all right, title and interest to the District. To the extent that any of the deliverable items may not,
by operation of law, be works made for hire, the Contractor hereby assigns to the District the
ownership of copyright in the deliverable items and the Distri,:t shall have the right to obtain and
hold in its own name copyrights, registrations and similar protection which may 6e available in the
deliverable items. The Contractor agrees to give the District or its designees all assistance
reasonably required to perfect such rights.
d. To the extent that any pre-existing materials are contained in the deliverable items, the Contractor
grants to the District an irrevocable, non-exclusive, worldwide, royalty-free license to (i) use,
execute, reproduce, display, perform, distribute (internally or externally) copies of and prepare
derivative works based upon, such pre-existing materials and derivative works thereof, and (ii)
authorize other to do any, some or all of the fore~oin~.
e. No license or right is granted to the Contractor either expressly or by implication, estoppel or
otherwise to publish, reproduce, prepare derivative works based upon, distribute copies of, publicly
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Page 6

 display, or perform, any of such items, except pre-existing materials of the Contractor, either during
or after the term of this Agreement.

Updated March 22, 2017

Page 7

 1N WITNESS OFTNE PARTIES AGREEMENTS, the District and tt~e Contractor have executed fihis Agreement on the dates)indicated
below:
Acknowledged Before Me

COfVTRACTO R:

~"`i I

By,
Signature
This

day of

~a~. ~ g~ c~~s ~ ~~~~

, 20

Name and

t#e

~a Low < < ~ V~

Witness My H~n~ ~n~ •ffici~l Seel

Address
My Commission Expires:

~~•~c ~ ~ ~~

~ ~Z ~ ~1

City, State, Zip

Z ~~°d~

By:
Notary Public

Tax ID
~~ ~~
Oate

The undersigned Administrator hereby certifies that the individuals to be rendering services pursuant to this Agreement are not Adams County
School District 14 employees, and are not family members of mine. Any finding to the contrary may require repayment and/or further disciplinary
action up to and including termination.

ADAMS COUf~TY SCHOOL DISTRICT 14
I N THE CITY OF COMMERCE CITY, COUNTY OF ADAMS
STATE OF COLORADO
RECOMMENDED BY:

Site Administrators Signature

~~e

~~~ ~

~

fame and Title
~h~~~~.~~ ~.~ ~ C~h- S
School or department

~~ 1~~~~
Date
APPRQVED ~Y:

Authorized D~si~nee of the Roard of Educatio
~~C~~`r"TY
i

v V `~~~

Name and Title

-1~
~/ ~ ~ LXi~

~

~/2~ il-~
Date
This form must be completed in full, submitted to the Olstrict's Purchasing Department, and approved and executed by the duly authorized designee
of the Board of Education prior to the commencement of the Contractor's provision of services. THE p15TRICi'SHALL NOT BE LIABLE FOR PAYMENT
FOR ANY SERVICES PERFORMED BY THE CONTRACTOR PRIOR TO SAID APPROVAL.

Updated March 22.2017

Page 8

 Exhibit A
CSD Education Services
Deliverables/scope of project

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
1 1.
12.

Inform and improve the current timeline and process for the Kipp application based on best practices
from other school districts
Create, manage and track a comprehensive project plan outlining all steps, activities, deadlines and
tasks by owner for the Kipp application process
Provide weekly in-person and written status reports on the project plan, highlighting any
concerns/barriers to the timeline
Serve as a liaison between the applicant and the administration, creating meaningful opportunities for
districdapplicant discussions and collaboration throughout the process
Provide guidance, create content and co-facilitate content for the internal district review process to
inform the district's recommendation
Provide guidance, create content and co-facilitate content for the DAAC committee review process,
including identifying sample rubrics from other districts, to inform the group's recommendation
Provide guidance, create content, help with logistics and co-facilitate content for the community
engagement process, including developing an input tool to collect feedback from the community
Compile proof points from the internal and external process to present to the school board before key
board action
Create formal presentations and materials for the school board that outlines the administration's final
recommendation, informed by the district's internal review and community input
Identify opportunities to strengthen possible contract and partnership with new charter school
Identify policy considerations that could strengthen/streamline future Adams 14 new school
development process
Develop project plan and timeline to include key activities and policy considerations for postapproval of application and year zero of implementation

Undated March 22 2017

Paee 9