Community Unit School District No. 1
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CONTRACTOR SERVICES AGREEMENT
This Contractor Services Agreement (“Agreement”) is made the ________ day of _________,
20____ by and between [Charleston CUSD #1] (“School District”) and
__________________________ a ________________________ (“Contractor”).
1. Services to be performed: Contractor shall perform the services agreed upon between
the School District and Contractor as specified in the bid specifications pursuant to the
terms set forth herein.
2. CHARTER BUSES: ALL OF THE CHARTER BUS DRIVERS WHO WILL BE
PROVIDING SERVICES UNDER THIS CONTRACT HAVE, OR WILL HAVE
BEFORE ANY SERVICES ARE PROVIDED:
(1)SUBMITTED THEIR FINGERPRINTS TO A STATE POLICE AGENCY AND
THE FEDERAL BUREAU OF INVESTIGATION FOR A CRIMINAL
BACKGROUND CHECK,RESULTING IN A DETERMINATION THAT THEY
HAVE NOT BEEN CONVICTED OF COMMITTING ANY OF THE OFFENSES
SET FORTH IN SUBDIVISION (C-1)(4) OF SECTION 6-508 OF THE ILLINOIS
VEHICLE CODE; AND
(2)DEMONSTRATED PHYSICAL FITNESS TO OPERATE SCHOOL BUSES BY
SUBMITTING THE RESULTS OF A MEDICAL EXAMINATION, INCLUDING
TESTS FOR DRUG USE, TO A STATE REGULATORY AGENCY.
3. Term: The term of this Agreement shall commence on the date above and shall continue
until __________________________, however, any Services requested by the School
District during the Term which have not been completed by the end of the Term shall be
fully and satisfactorily performed and completed pursuant to the terms of this Agreement.
All Services shall be completed no later than the date agreed upon by both parties.
Contractor acknowledges that time is of the essence.
4. Right to Terminate:
a. The School District may terminate this Agreement at any time, including with
respect to any work in process, if (i) Contractor fails to obtain, or maintain as
valid, any license, insurance, permit or approval required to allow lawful
performance of the Services; (ii) the School District determines, in its sole
discretion, that Contractor is not complying with any Law (defined in paragraph 5
below), (iii) Contractor has failed to perform the Services in a workmanlike
manner or in a timely way; (iv) Contractor breaches any material term or
condition of this Agreement; or (v) the School District determines, in its sole
discretion, that Contractor is not financially stable or responsible. Notice of
termination pursuant to this Paragraph 3(a) shall be in writing and shall be
effective upon receipt thereof.
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b. Either party may terminate this Agreement for any reason at any time upon thirty
(30) days prior written notice.
5. Fees: The School District shall pay Contractor the fee set forth on the applicable
Purchase Order for the Services designated thereon. In the event the School District and
Contractor shall agree to additional Services or a reduction in Services, such agreement
shall be included on a Change Order stipulating the change in Services and fees.
Contractor shall invoice the School District for fees due and owing at such time(s)
services are complete. Payment of any invoice is not evidence of the School District’s
acceptance of the Services as complete or workmanlike.
6. Representations, Warranties and Covenants of Contractor: Contractor represents
and warrants to School District that Contractor:
a. Understands the hazards and risks which are presented to human beings, property
and the environment in performing the Services;
b. Is engaged in the independent business of providing the Services and has
developed the requisite expertise and experience for the proper completion of the
Services and has and will continue to provide services to entities and individuals
independent of the School District;
c. Is familiar with and will comply with all applicable orders, ordinances, rules,
regulations, statutes and laws imposed by any local, state or federal government
governing the relationship between the parties or the Services (“Laws”) including,
without limitation, those Laws dealing with hazardous wastes and materials, the
transportation of hazardous materials, occupational safety and health, safety
management standards and Americans with Disabilities Act;
d. Shall perform the Services in a safe and workmanlike manner, pursuant to the
generally accepted standards, practices and procedures for contractors performing
similar services in industry;
e. Has obtained or shall obtain in its own name all permits, licenses, certificates or
approvals required to comply with all Laws in the performance of this Agreement.
Contractor shall provide the School District with reasonable advance written
notice if any such permit, license, certificate or approval becomes a subject of
judicial or administrative action seeking revocation or suspension; and
f. Shall at all times remain in good standing with the Illinois Secretary of State, and
immediately provide written notice to the School District of any changes to that
status.
g. Understands the requirements of the Prevailing Wage Act including:
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1. Paying employees working on a public works project no less than the
general prevailing hourly rate as paid for work of a similar character in
the locality in which the work is performed.
2. Submitting monthly certified payrolls to the school district consisting
of each worker’s name, address, telephone number, social security
number, classification or classifications, the hourly wages paid in each
pay period, and the number of hours worked each day.
3. Notification to any subcontractors that the work falls under the
Prevailing Wage Act.
7. Indemnification:
a. Contractor shall indemnify, defend and hold the School District harmless from
and against any damages, judgments, final decisions, settlements, fines, penalties,
reasonable attorneys’ fees, claims, demands, costs and expenses (“Losses”)
incurred by Charleston CUSD #1 arising out of the Services, including, without
limitation Losses from:
i. Alleged personal injuries to any person, including, but not limited to, a
person employed by Contractor, the School District or a third party;
ii. For physical damage to property arising out of the Contractor’s, its
employees’, agents’ and subcontractors’, acts or omissions in performing
the Services;
iii. Damage to the environment;
iv. Violation of any Federal, State or Local rule, ordinance or statute; or
v. Based upon breach by Contractor of any representation, warranty or
covenant contained in this Agreement
8. Insurance:
a. Contractor has, for itself and any subcontractor it engages, procured and will
maintain with an established insurance carrier (with at least an “A” rating) at
Contractor’s expense, during the Term of this Agreement, insurance limits equal
to or greater than those currently carried by the school district. The school district
currently carries the following limits:
COVERAGE
Worker’s Compensation
LIMITS
$ 2,000,000
Commercial General Liability
$ 4,000,000
$ 2,000,000
Umbrella Liability
(Bodily injury & property damage)
$14,000,000
Automobile Liability
(Bodily injury & property damage)
$ 2,000,000
aggregate
per occurrence
combined
Any limits less than those currently carried by the school district must be approved in advance.
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b. General Liability Insurance required in paragraph (a) above shall include
coverage for personal and advertising injury, completed operations, contractual
liability under this agreement with respect to sudden and accidental occurrences
and for violations or alleged violations of any structural work laws imposing
liability.
c. Contractor shall cause the School District to be named as an additional insured for
any claim, action or proceeding against the School District and arising out of the
performance of this contract. Such additional insured coverage shall not be less
than the amounts set forth herein for any type of coverage, shall be primary and
applicable prior to any other insurance or self-insurance available to the School
District, and shall be without limitation or differentiation of coverage between the
named insured and the School District.
d. The contractor shall furnish the School District with a certificate of insurance
naming the School District as an additional insured (defined in paragraph 7c.)
Contractor agrees to furnish insurance certificates, showing Contractor’s
compliance with the above requirements to the School District at least annually,
within 30 days after the School District makes a request therefor and Contractor
commences any Services.
e. Each contract of insurance, and certificate of insurance, shall provide that said
insurance shall not be cancelled or materially altered until at least thirty (30) days
after the School District receives written notice.
9. Safety: Contractor shall
a. Maintain compliance with Laws pertaining to occupational safety and health
including, but not limited to, the regulations set forth in 29 C.F.R. Sections 1910
and 1926, as applicable, and process safety management standard;
b. Prepare all health and safety plans required by Law, if any are required;
c. Obtain necessary “hot work,” “safety lockout” and “confined space entry”
permits, fully executed by the authorized representatives of Contractor and the
School District, as required by the School District;
d. Not smoke or permit any person to smoke at any time or at any location on the
School District’s premises and be responsible for enforcing this rule;
e. Not park or permit any person to park a vehicle in a place other than that
designated by the School District;
f. Comply with all fire and safety Laws;
10. Inspections: The School District shall have the right, but not the duty, to inspect and
obtain copies of all written licenses, permits or approvals, issued by any governmental
entity or agency to Contractor or its subcontractors, which are applicable to the
performance of this Agreement and to inspect the performance of the Services. Such
inspections shall not operate to relieve Contractor of its obligations or liability under this
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Agreement. Contractor shall provide to the School District access to subcontractors,
agents and employees upon request.
11. Independent Contractors: Contractor is and shall perform this Agreement as an
independent contractor, and as such, shall have and maintain complete control over all of
its employees, agents and operations. Neither Contractor nor anyone employed by it
shall be, represent, act, and purport to act or be deemed to be the agent, representative
employee or servant of the School District. As between the parties, Contractor shall be
solely responsible for determining the specific techniques for completing the Services,
including providing the necessary tools and equipment for completion. The School
District shall have no right to, and shall not exercise any control over, the manner, mode,
means or methods which Contractor or Contractor's agents or employees use to perform
the Services. The School District is interested only in the results to be obtained by
Contractor, and the manner and means of obtaining those results are matters entirely
within the authority and discretion of Contractor.
Contractor is self-employed and not an employee of the School District, and no sums will
be withheld from Contractor’s compensation to cover the payment of income taxes, FICA
(social security), FUTA (unemployment compensation) or other taxes.
Contractor agrees to file all required federal, state and local income tax and other tax
returns (including, without limitation, all required declarations of estimated tax) covering
Contractor’s compensation hereunder, to pay all such taxes and contributions when due,
and to provide the School District with documentation of compliance upon request. This
Agreement is non-exclusive and each party is free to establish contract and employment
relationships with other parties.
Contractor may, at Contractor's own discretion and expense, use any employees or
independent contractors as Contractor deems necessary to perform the Services. The
School District shall have no right or authority with respect to the selection, control,
direction, training, discharge, or compensation of Contractor’s employees or independent
contractors. Contractor shall be solely responsible for the payment of all expenses
incident to hiring employees and independent contractors including without limitation
wages, workers compensation insurance, other insurance required by law, and all federal,
state and employment taxes.
12. Access to Facilities: Contractor and its employees shall have access to School District
facilities only to the extent necessary for proper performance of the Services. Restroom
facilities will be made available to Contractor, provided, Contractor uses only designated
facilities without entering unauthorized office or operating areas and the facilities are
kept clean.
13. Notice: Any notice, communication or statement required or permitted to be given
hereunder shall be in writing and deemed to have been sufficiently given when delivered
in person, by registered or certified mail, postage prepaid, return receipt requested, or by
reputable overnight carrier to the address indicated below. Either party may, by notice to
the other, change the addresses and names given.
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14. Entire Agreement: This Agreement with all Exhibits attached hereto, any School
District purchase order (except to the extent of any preprinted terms which conflict
herewith) and any bid documents such as an invitation to bid represents the entire
understanding and agreement between the parties hereto relating to the Services and
supersedes any and all prior agreements, whether written or oral, that may exist between
the parties regarding same. No terms, conditions, prior course of dealings, course of
performance, usage of trade, understandings or agreement purporting to modify, vary,
supplement or explain any provision of the Agreement shall be effective unless in
writing, signed by representatives of both parties authorized to amend this Agreement. In
no event shall the preprinted terms or conditions found on any Contractor sale,
acknowledgement form or work order be considered an amendment or modification of
this Agreement, even if such documents are signed by representatives of both parties;
such preprinted terms or conditions shall be considered null and of no effect.
15. Waiver: Any waiver by either party of any provision or condition of this Agreement
shall not be construed or deemed to be a waiver of any other provision or condition of
this Agreement, nor a waiver of a subsequent breach of the same provision or condition,
unless such is expressed in writing and signed by the party to be bound.
16. Miscellaneous: The validity, interpretation and performance of this Agreement shall be
governed and construed in accordance with the Laws of the State of Illinois. All
paragraph headings herein are for convenience only and are in no way to be construed as
part of this Agreement or as a limitation of Agreement or as a limitation of the scope of
the particular section to which they refer. In the event of a conflict between the terms or
conditions of this Agreement and those of any other document, the terms and conditions
of this Agreement shall control.
17. Severability: If any paragraph, subparagraph, section, subsection, sentence or clause of
this Agreement shall be adjudged illegal, invalid or unenforceable, such illegality,
invalidity or unenforceability shall not affect the legality, validity or enforceability of the
Agreement as a whole or of any paragraph, subparagraph, section, subsection, sentence or
clause hereof not so adjudged. The parties will endeavor to replace the invalid or null
and void provisions by those, which correspond best to the intentions of the parties
hereto.
18. Subcontracts and Assignment: The covenants and agreements contained in this
Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto
and upon their respective heirs, executors, administrators, assigns and successors in
interest.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the day of the year first written above.
[Charleston CUSD #1]
[Contractor]
By: ______________________________
Print/Type Name
By: ____________________________
Print/Type Name
________________________________
Signature
_______________________________
Signature
Title: ___________________________
Title: ___________________________
Address: _________________________
Address: ________________________
City, State, Zip ___________________
City, State, Zip ___________________
Date: ___________________________
Date: ____________________________
ADOPTED:
February 18, 2015
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