Green Diamond Waste- $80,000.00 - September 12, 2022 - DCSD Board Meeting Archive

INDEPENDENT CONTRACTOR SERVICE AGREEMENT

THIS AGREEMENT (hereinafter “Agreement”) is between the undersigned Independent Contractor, Green Diamond
Waste. (hereinafter “INDEPENDENT CONTRACTOR”), with a principal place of business at _581 North Central Ave,
Hapeville, GA 30354_and the DeKalb County School District (hereinafter “DCSD”), with its principal place of business
at 1701 Mountain Industrial Blvd, Stone Mountain, GA 30083. The INDEPENDENT CONTRACTOR and DCSD are
referred to herein jointly as the “Parties” and individually as a “Party.” In consideration of the mutual agreements
and covenants set forth and for other good and valuable consideration, the receipt, adequacy and sufficiency of which
are hereby acknowledged, the Parties to this Agreement do hereby covenant and agree as follows:

A. ENGAGEMENT: Subject to the terms and conditions of this Agreement, DCSD hereby retains INDEPENDENT
CONTRACTOR, as an independent contractor, to provide the “Services” described herein, and
INDEPENDENT CONTRACTOR hereby accepts such engagement. INDEPENDENT CONTRACTOR shall furnish
the Services to the DSCD from time to time on request throughout the term of this Agreement and
INDEPENDENT CONTRACTOR shall use his/her/its best efforts to furnish the Services to the satisfaction of
the DCSD and shall provide the Services at times and places as are necessary and appropriate.

B. SERVICES: INDEPENDENT CONTRACTOR agrees to render the following services (hereinafter “Services”) as
requested periodically through the Term:
____Compactor and Dumpster repairs and maintenance __________________________
__________________________________________________________________________________________
__________________________________________________________________________________________

1. Performance of Services. INDEPENDENT CONTRACTOR will supply all tools and instrumentalities
required to perform the Services under this Agreement and shall perform the Services in a workmanlike
and professional manner and shall provide such warranties as are consistent with industry customs and
standards. INDEPENDENT CONTRACTOR agrees to act with prudence and diligence and in a timely
manner in the performance of his duties and responsibilities hereunder and in good faith and in the best
interests of the DCSD. During the term of this Agreement, INDEPENDENT CONTRACTOR shall devote as
much of his/her/its productive time, energy and abilities to the performance of his duties for DCSD as is
necessary to perform the required duties in a timely and productive manner. Subject to any other written
agreement between INDEPENDENT CONTRACTOR and DCSD, INDEPENDENT CONTRACTOR is free to
engage in other independent contracting activities, provided that INDEPENDENT CONTRACTOR does not
engage in any such activities which are inconsistent with or in conflict with INDEPENDENT CONTRACTOR’s
Services for DCSD, or that so occupy INDEPENDENT CONTRACTOR’s attention as to interfere with the
proper and efficient performance of INDEPENDENT CONTRACTOR’s Services for the DCSD.

2. Supervision of INDEPENDENT CONTRACTOR. Independent Contractor warrants and represents that
INDEPENDENT CONTRACTOR has the training, skills and acumen required to perform the Services. With
respect to the duties and obligations of INDEPENDENT CONTRACTOR under this Agreement, INDEPENDENT
CONTRACTOR hereby acknowledges and agrees that DCSD shall retain the right to require certain results in
conformity with the Agreement. INDEPENDENT CONTRACTOR will determine the method, details, and
means of performing the Services. INDEPENDENT CONTRACTOR agrees and acknowledges that DCSD has
no right to and shall exercise no control over the time, manner, methods or means of INDEPENDENT
CONTRACTOR’s performance of the Services.

C. TERM: The term of this Agreement (the "Term") is as follows:

Start Date: September 13, 2022 End Date: December 31, 2022
Renewal Date:* January, 1, 2023 Renewal End Date: June 30, 2023

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*This Agreement shall renew on the Renewal Date, unless DSCD terminates this Agreement by providing
written notice of termination to Contractor prior to December 31st End Date. In no event shall the Term of
this Agreement exceed twelve (12) months.

1. This Agreement may be terminated by DCSD at any time, for any reason, by written notice of such intent
submitted thirty (30) days in advance. In such an event, INDEPENDENT CONTRACTOR will be paid for all
services rendered prior to termination of this Agreement.

2. Within three business days of any such cancellation or termination of this Agreement by DCSD,
INDEPENDENT CONTRACTOR will produce, submit and deliver to DCSD all documents, material, data and
information gathered or developed by INDEPENDENT CONTRACTOR prior to cancellation or termination of
this Agreement. Under no circumstances shall INDEPENDENT CONTRACTOR assert any lien or other claim
over or relating to any such documents, material, data and information.

D. CONTRACT FEES: INDEPENDENT CONTRACTOR shall be paid the following contract fee for the Services to
be rendered under this Agreement as follows: (check the appropriate compensation plan and complete
blanks)
 $ _________________ for full payment upon completion of above services.
 $ _________________ per hour; maximum hours are to be _____________.
√ If full payment is not due upon submission of this contract, check this box and attach a
payment schedule or fee schedule.

TOTAL CONTRACTED AMOUNT

The total amount of payments by DCSD, including all fees, travel, or other expenses under this Agreement
shall not exceed $ _80,000.00______ (hereinafter this amount is referred to as the “Total Contracted
Amount”). The Total Contracted Amount shall not be modified except where evidence acceptable to DCSD
of changed market conditions and indices is produced. Any such proposed price escalation of the Total
Contracted Amount must be agreed to in writing by DCSD and must be presented in writing with
substantiating proof to DCSD a minimum of ninety (90) days prior to the proposed effective date of any
escalation or increase of the Total Contracted Amount.

1. General. DCSD will not be obligated to pay Independent Contractor any amount in addition to the
charges set forth in an applicable Payment Schedule or Fee Schedule for Independent Contractor’s
provision of the Service.

2. Invoices. Independent Contractor shall prepare and submit to DCSD invoices for payment of all
charges in accordance with the applicable attached Payment Schedule or Fee Schedule. Each
invoice shall be in such detail and in such format as DCSD may reasonably require.

3. Maximum Amount. DCSD shall not be obligated to pay any amount in excess of the Total
Contracted Amount for all Services under all invoices.

4. No Acceptance of Nonconforming Work. No payment of any invoice or any partial or entire use of
the Services by DCSD constitutes acceptance of any Services.

**E-VERIFY AFFIDAVITS: Independent Contractor MUST SIGN AND RETURN THE E-VERIFY
AFFIDAVITS

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E. INTENT: It is mutually understood, acknowledged and agreed that the parties intend to create and are
creating an independent contractor relationship under this Agreement. INDEPENDENT CONTRACTOR is an
independent contractor for all purposes, having the right to exercise independent judgment as to time,
place, and manner of executing the work and services hereunder and of otherwise carrying out the
provisions of this Agreement and INDEPENDENT CONTRACTOR is not subject to the control of DCSD except
as set forth herein. INDEPENDENT CONTRACTOR agrees that under no circumstances shall INDEPENDENT
CONTRACTOR, or any of INDEPENDENT CONTRACTOR’s employees, look to DCSD as his/her/its employer,
or as a partner, agent or principal. DCSD does not authorize or empower INDEPENDENT CONTRACTOR to
use the DCSD’s name in any capacity other than as provided herein and INDEPENDENT CONTRACTOR shall
not make any contract, agreement, warranty, or representation on the DCSD’s behalf, incur any debt or
other obligation in the DCSD’s name, or sign the DCSD’s name to any contracts, documents, receipts, bills,
invoices or any other written instrument.

F. NO BENEFITS: INDEPENDENT CONTRACTOR acknowledges that INDEPENDENT CONTRACTOR is not eligible
for or entitled to participate in any benefits provided by DCSD to its employees, regardless of the length of
INDEPENDENT CONTRACTOR'S relationship with DCSD and regardless of whether INDEPENDENT
CONTRACTOR is held to be a common-law employee of DCSD for any purpose. Neither INDEPENDENT
CONTRACTOR, nor any of INDEPENDENT CONTRACTOR’s employees, shall be entitled to any benefits
accorded to DCSD’s employees, including, but not limited to, health insurance, workers’ compensation,
disability insurance, vacation or sick pay. Therefore, with full knowledge and understanding, INDEPENDENT
CONTRACTOR hereby expressly waives any claim or right that INDEPENDENT CONTRACTOR may have, now
or in the future, to such benefits and agrees not to make any claim for such benefits. INDEPENDENT
CONTRACTOR shall be responsible for providing, at INDEPENDENT CONTRACTOR’s expense, and in
INDEPENDENT CONTRACTOR’s name, unemployment, disability, worker’s compensation and other
insurance, as well as licenses and permits usual or necessary for conducting the Services.

G. TAXES AND REPORTING: INDEPENDENT CONTRACTOR, is solely responsible for payment of all federal,
state and local income taxes, self-employed Social Security taxes and any other similar obligations arising
from the performance of the Services or receipt of fees therefore, including but not limited to workers’
compensation or unemployment compensation. DCSD will not withhold any income or social security taxes
from any fees payable hereunder to INDEPENDENT CONTRACTOR and will not pay any social security or
employment security taxes for or on behalf of INDEPENDENT CONTRACTOR. DCSD shall report all fees paid
to INDEPENDENT CONTRACTOR to the Internal Revenue Service (and other taxing agencies) on Form 1099
or other appropriate forms. INDEPENDENT CONTRACTOR acknowledges and agrees that it shall be the
obligation of INDEPENDENT CONTRACTOR to report as income, and pay all taxes upon, all compensation
received by INDEPENDENT CONTRACTOR pursuant to this Agreement. INDEPENDENT CONTRACTOR agrees
to indemnify DCSD and hold it harmless to the extent of any obligation imposed on DCSD to pay any taxes
or insurance, including without limitations, withholding taxes, social security, unemployment, or disability
insurance, including the interest and penalties thereon, in connection with any payments made to
INDEPENDENT CONTRACTOR by DCSD pursuant to this Agreement. INDEPENDENT CONTRACTOR agrees to
pay, indemnify and hold DCSD harmless from any tax imposed by any governmental authority with respect
to either or both of any payment to be made by DCSD under this Agreement or any item to be delivered by
INDEPENDENT CONTRACTOR to DCSD under this Agreement, including, but not limited to, sales, use, excise,
value added, withholding, or similar tax or any fees and penalties or interest associated with any of the
foregoing.

1. ACA Compliance. INDEPENDENT CONTRACTOR agrees that he/she is not an employee of DCSD for
purposes of the Patient Protection and Affordable Care Act, 42 U.S.C. § 18001, et seq. (“ACA”), or for any
other purpose. INDEPENDENT CONTRACTOR agrees that he/she will be responsible for all compliance and
reporting requirements under the ACA and certifies that he/she has their own individual health plan
coverage. INDEPENDENT CONTRACTOR agrees that he/she shall make the necessary federal, state, and
local filings and returns as required by law at the appropriate times, including, but not limited to, federal,

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state, and local income tax (including estimates), filings and returns required by the Self-Employment
Contribution Act, and any other filing or return, required by federal, state, or local government.
INDEPENDENT CONTRACTOR retains sole and exclusive liability for all contributions, taxes or payments
required to be made on account of INDEPENDENT CONTRACTOR’s employees under federal or state income
tax laws, unemployment and workers’ compensation acts, social security acts, and all other legislation
requiring employer contributions or withholdings.

2. ACA Reporting. With respect to ACA compliance obligations, INDEPENDENT CONTRACTOR acknowledges
and agrees that: a. INDEPENDENT CONTRACTOR is responsible for filing Form 1094-C and Form 1095-C with
respect to all assigned workers assigned to DCSD; b. INDEPENDENT CONTRACTOR is responsible for
compliance with Internal Revenue Code Section 4980H with respect to assigned workers; c. If requested by
DCSD in connection with any governmental audit or inquiry, INDEPENDENT CONTRACTOR will cooperate in
furnishing DCSD with detailed information on assigned workers as reasonably needed for DCSD to respond
to such audit or inquiry, and at no additional charge; d. In addition to any existing indemnification
obligations set forth in this Agreement, INDEPENDENT CONTRACTOR agrees to reimburse DCSD for any
penalty or tax imposed against DCSD with respect to any assigned worker, and to indemnify and hold
harmless DCSD against all liabilities, penalties and fees that may be imposed upon DCSD, under Internal
Revenue Code Section 4980H(a) or (b); provided that DCSD will provide prompt notice to INDEPENDENT
CONTRACTOR of its receipt of any notice of assessment of penalty or taxes under Code Section 4980H and
INDEPENDENT CONTRACTOR will cooperate fully with DCSD in contesting such assessment and accepting
responsibility for its assigned workers.

H. NOTICES: All notices shall be in writing, be deemed served on the date on which they are actually received,
and shall be served by personal delivery, or United States First Class Mail, properly addressed with postage
prepaid, or a nationally recognized overnight courier/delivery service, electronic mail transmission, or
telephonic facsimile transmission. Invoices, Notices of Termination of this Agreement or of an election not
to renew this Agreement shall be served directly upon DCSD or INDEPENDENT CONTRACTOR, as the case
may be, addressed as set forth below.

DCSD’s address and its contact person are:

DeKalb County School District
1701 Mountain Industrial Blvd.
Stone Mountain, GA 30083
Attention: __Richard H. Boyd, Interim Chief Operating Officer________________

INDEPENDENT CONTRACTOR’s address and its contact person are:
_Green Diamond Waste ____________
_581 North Central Ave _________________________
_Hapeville, GA 30354 ________________________________

Attention: _Michael Hudson CEO______________________

I. WORKING RELATIONSHIP: INDEPENDENT CONTRACTOR agrees that it will function in cooperation with
DCSD’s designated representative, Richard H. Boyd_____. INDEPENDENT CONTRACTOR will consult
with DCSD’s representative before finalizing recommendations or taking action at key decision points.
INDEPENDENT CONTRACTOR shall fully cooperate with DCSD, and DCSD’s representative or designee.
Such cooperation shall include, without limitation, providing any requested information to DCSD’s
representative and advising, meeting with, consulting with, and coordinating with DCSD’s
representative.
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1. DCSD shall have the right, at its sole discretion, to demand and require INDEPENDENT CONTRACTOR
to remove any employee or subcontractor working on any provision of this Agreement and to replace
the employee or subcontractor without cost or liability to the DCSD.

2. For purposes of safety and otherwise, INDEPENDENT CONTRACTOR, at all times, shall ensure its ability
to thoroughly and clearly communicate, in any and all necessary languages, with DCSD’s representative
and with INDEPENDENT CONTRACTOR’s employees, agents, representatives, and subcontractors.

3. INDEPENDENT CONTRACTOR shall ensure that any and all electronic devices, computers, software,
hardware, equipment and other similar and related items that are utilized by INDEPENDENT
CONTRACTOR, or any entity or person under INDEPENDENT CONTRACTOR’s supervision or control, do
not harm, or allow harm, to DCSD’s computers, systems, networks, and technology. INDEPENDENT
CONTRACTOR shall take any and all measures possible to protect DCSD’s computers, systems, networks,
and technology from viruses and other malicious codes.

J. RESPONSIBILITY FOR SERVICES: In the performance of this Agreement, INDEPENDENT CONTRACTOR
warrants that it, and its consultants, shall consistently render its best efforts and shall exercise that degree
of skill and care which others would exercise in like circumstances and that its services will be performed
without errors or omissions.

1. If the services performed by INDEPENDENT CONTRACTOR, or by any consultant hired by INDEPENDENT
CONTRACTOR, fail to meet the standards set forth in this Agreement, DCSD may elect to have
INDEPENDENT CONTRACTOR re-perform, or cause to be re-performed, at no cost to DCSD any of the
services which fail to meet said standards where: (i) such failure appears during the performance of
INDEPENDENT CONTRACTOR’s services or within one year from the date of completion of the services,
and (ii) DCSD notifies INDEPENDENT CONTRACTOR of any such failure within sixty (60) days of the time
that the failure becomes apparent. This paragraph shall not be interpreted to limit the right of DCSD to
pursue and obtain any and all other remedies against INDEPENDENT CONTRACTOR at law or in equity.

2. INDEPENDENT CONTRACTOR warranties that any goods to be produced to or delivered to DCSD during
the course and scope of work for this Agreement will be of merchantable quality, free from defects in
materials and workmanship.

3. INDEPENDENT CONTRACTOR acknowledges that he/she shall be entitled to rely on the accuracy and
currency of information supplied by DCSD any of DCSD’s contractors or consultants, or available from
generally accepted reputable sources.

4. DCSD makes no other warranties, express or implied.

K. WORK FOR HIRE: The Parties agree that the services have been specially ordered and commissioned by
DCSD. To the extent that Services include materials subject to copyright, INDEPENDENT CONTRACTOR
agrees that the Services are done as “work for hire” as that term is defined under U.S. copyright law, and
that as a result, DCSD will own all copyrights in the Services. INDEPENDENT CONTRACTOR agrees to perform
such Services in a diligent and workmanlike manner. The content, style, form and format of any work
product of the Services shall be completely satisfactory to DCSD and shall be consistent with DCSD’s
standards. INDEPENDENT CONTRACTOR hereby grants DCSD the right, but not the obligation, to use and
to license others the right to use INDEPENDENT CONTRACTOR and INDEPENDENT CONTRACTOR’s
employees’ name, voice, signature, photograph, likeness and biographical information in connection with
and related to the Services.

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L. OWNERSHIP OF WORK PRODUCT: Any reports, recommendations, estimates, specifications, drawings,
technical data, sketches, computer software, and all other information developed, created, procured or
requested by INDEPENDENT CONTRACTOR, or its consultants, in connection with its performance under
this Agreement (the “Information”) shall be the property of DCSD. In entering into this Agreement,
INDEPENDENT CONTRACTOR hereby transfers to DCSD all right, title, and interest, including the copyright,
in and to the Information.

1. Any reports, recommendations, estimates, specification, drawings, technical data, sketches, computer
software, and all other information developed by equipment vendors or other third parties that relate
to this Agreement shall be the property of DCSD. This provision shall not act to transfer rights of owners
of standard software or specification packages for which copyright is retained by the developer.

M. All original technical data, evaluations, reports and other work product of INDEPENDENT CONTRACTOR shall
be delivered to DCSD upon the completion, cancellation or termination of services under this Agreement
within three (3) business days of such completion, cancellation or termination. INDEPENDENT
CONTRACTOR may retain one (1) copy of all documents produced by it for its permanent file. ACCOUNTING
AND RECORD KEEPING: INDEPENDENT CONTRACTOR shall maintain a system of accounting and record
keeping for all Services. Further, INDEPENDENT CONTRACTOR will allow DCSD’s inspection of necessary
supporting receipts and documentation for audit purposes for a period of six (6) years after completion of
Services provided under this Agreement. COMPLIANCE WITH LAWS: INDEPENDENT CONTRACTOR
shall comply with all federal, state and local laws, regulations,
ordinances, and DeKalb County Board of Education policies that are in any
way applicable to the performance of its services under this Agreement
including but not limited to laws governing health, safety, the protection
or preservation of the environment, and occupational licensing.

N. Background Checks. If INDEPENDENT CONTRACTOR or any personnel/subcontractors of INDEPENDENT
CONTRACTOR will have contact with students or will perform services in buildings or in close proximity to
students, then a Background Check is required for each person providing said Services. Such background
check shall be the same criminal background check, within the last 365 days, as required by DCSD
employees. Such background checks will be performed by DCSD at the expense of the INDEPENDENT
CONTRACTOR. Additionally, any charges against the INDEPENDENT CONTRACTOR, or personnel, may be
deemed unacceptable in DCSD’s sole discretion regardless of whether dismissed, expunged, sealed,
removed from the record, treated as a “first offender” or dead docketed. Upon receipt and evaluation of
DCSD’s background check results, DCSD may demand that the personnel named in the check result, not
provide services to DCSD premises. Any failure of the INDEPENDENT CONTRACTOR, or personnel, to obtain
a criminal records background check through DCSD, as stated herein, may result in termination of any
resulting contract between INDEPENDENT CONTRACTOR and DCSD.

O. EQUAL EMPLOYMENT OPPORTUNITY: INDEPENDENT CONTRACTOR will not discriminate against any
worker, employee or applicant for employment because of race, color, religion, sex, national origin, age,
citizenship status, veteran status, sexual orientation or handicap. INDEPENDENT CONTRACTOR will take
affirmative action to ensure that applicants are employed, and that workers are treated during
employment, without regard to their race, color, religion, sex, national origin, age, citizenship status,
veteran status, sexual orientation or handicap. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship.

P. CONTINGENCY FEES: INDEPENDENT CONTRACTOR represents that it has not employed and shall not
employ any person other than its own principals and employees to solicit this Agreement or any contract
with DCSD, and that it has not and shall not pay any person other than its own principals and employees

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any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award
or making of this Agreement or any other contract with DCSD.

Q. SUBCONTRACTORS: INDEPENDENT CONTRACTOR shall manage all work and services performed under this
Agreement. Upon DCSD’s prior written consent, INDEPENDENT CONTRACTOR may subcontract all or part
of the services to be provided. In such event, the rights and obligations of INDEPENDENT CONTRACTOR
and DCSD will not be diminished.

1. All of INDEPENDENT CONTRACTOR’s subcontractors shall be directly responsible to INDEPENDENT
CONTRACTOR and shall be under INDEPENDENT CONTRACTOR’s direct supervision. INDEPENDENT
CONTRACTOR shall be as fully responsible and accountable to DCSD for the acts and omissions of
INDEPENDENT CONTRACTOR’s subcontractors and of persons either directly or indirectly employed by
any subcontractors in the performance of services under this Agreement as INDEPENDENT
CONTRACTOR is for the acts and omissions of persons it directly employs. Other than DCSD being a
third-party beneficiary to any agreement between INDEPENDENT CONTRACTOR and its subcontractors,
no other contractual relationship between DCSD and any subcontractor is created by any provision
contained in this Agreement. If INDEPENDENT CONTRACTOR utilizes subcontractor(s) with respect to
this Agreement, then INDEPENDENT CONTRACTOR will require subcontractor(s) to comply with all
terms and conditions of this Agreement including, but not limited to the insurance requirements. Any
contractor shall require all subcontractors to supply a certificate of insurance as required herein before
the subcontractor commences any work.

R. SUCCESSORS AND ASSIGNS: INDEPENDENT CONTRACTOR shall not assign its rights hereunder, excepting
its right to payment, nor shall it delegate any of its duties hereunder without the written consent of DSCS.
Subject to the provisions of the immediately preceding sentence, each Party hereto binds itself, its
successors, assigns and legal representatives to the other and to the successors, assigns and legal
representatives of such other Party.

S. INSURANCE: INDEPENDENT CONTRACTOR and all subcontractors and consultants, shall maintain insurance
in the types and coverage amounts shown below, which insurance shall provide coverage for INDEPENDENT
CONTRACTOR during the term of this Agreement. On the date INDEPENDENT CONTRACTOR signs this
Agreement, INDEPENDENT CONTRACTOR shall provide DCSD with (i) an endorsement from the insurer
naming the DeKalb County School District and The DeKalb County Board of Education as an additional
insured under the liability policies and (ii) certificate(s) verifying that these insurance coverages and limits
are in force. Additional certificates of insurance shall be provided whenever individual policies are renewed
(or replaced) on their anniversary date and at such other times as DCSD requests.

The insurance requirements of this Agreement are:

Type of Insurance Coverage Limits

Commercial General Liability $1,000,000 per occurrence
Including Contractual Liability, $2,000,000 general aggregate
Bodily Injury and Property Damage Products/Completed Operations Aggregate

Comprehensive Auto Liability $1,000,000 Combined Single Limit (“CSL”)
Bodily Injury and Property Damage each accident
Covering Owned, Hired and Non-Owned Autos

Umbrella Liability/Excess Liability $2,000,000 per occurrence
$2,000,000 aggregate

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Workers Compensation and Statutory Coverage A
Employer’s Liability Statutory Coverage B
$1,000,000 per accident

1. INDEPENDENT CONTRACTOR waives all rights, including rights of subrogation, against DCSD and its
respective directors, officers, partners, Board Members, officials, agents, insurers, subcontractors,
consultants and employees for damages covered by any type of insurance during and after the
completion of the Work.

2. NO LIMITATION ON LIABILITY: The limits of the coverage as agreed upon by the Parties shall not be
construed as a limit on INDEPENDENT CONTRACTOR’S potential liability to DCSD.

T. INDEMNIFICATION: INDEPENDENT CONTRACTOR agrees to hold harmless and indemnify the DeKalb
County Board of Education, its members and officers, and DCSD, its employees and representatives
(hereinafter the “Released Parties”) from and against any and all liability, claims, actions, causes of action,
losses, damages, demands, suits, judgments, costs and expenses arising out of bodily injury (including
death) to persons, damage to property, including, but not limited to, any and all costs, expenses, legal fees
and liabilities, incurred in and about investigation, defense or prosecution thereof, to the extent caused in
whole or in part by a negligent act, error or omission of INDEPENDENT CONTRACTOR or any
subcontractor(s), or as a result of defective services under this Agreement. INDEPENDENT CONTRACTOR
agrees further to release, indemnify, defend and hold harmless the Released Parties from any and all claims,
demands, rights, liabilities and causes of action inuring to INDEPENDENT CONTRACTOR from events over
which the Released Parties exercise no control, such as Acts of God, strikes or government restrictions. The
INDEPENDENT CONTRACTOR further agrees to indemnify, defend and hold harmless the Released Parties
from any and all claims, demands, rights, liabilities and causes of action arising out of DCSD’s performance
under this Agreement.

U. CONTRACT ADMINISTRATION: To be binding against DCSD, and as a condition precedent thereto, any
addition, deletion or modification to the terms of this Agreement must be in writing and signed by DCSD.
INDEPENDENT CONTRACTOR acknowledges that DCSD does not, and will not be deemed to, waive this
condition precedent under any circumstances.

1. Failure of DCSD or INDEPENDENT CONTRACTOR to insist in any one or more instances on performance of
any of the terms and conditions of this Agreement, or to exercise any right or privilege contained in this
Agreement, or the waiver of any breach of the terms and conditions of this Agreement, shall not be
considered as creating or constituting a waiver of any such terms, conditions, rights or privileges, and the
same shall continue and remain in force and effect.

2. INDEPENDENT CONTRACTOR will adhere to all applicable health and safety laws, rules and regulations
including Occupational Safety and Health Administration’s (“OSHA”) Rules and Regulations effective at the
time the work was performed.

3. This Agreement shall be governed by the laws of the State of Georgia. This Agreement may be executed
in separate counterparts, each of which is deemed to be an original and all of which taken together constitute
one and the same agreement. A scanned or photocopy of an original signature shall be deemed an original
for purposes of this Agreement.

V. CAPTIONS: The headings in this Agreement are for the convenience of the Parties hereto and shall in no way
affect the construction or interpretation of this Agreement or any part hereof.
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W. ENTIRE AGREEMENT: This Agreement (including any exhibits and schedules hereto) constitutes the entire
and exclusive agreement between the Parties with reference to this contract and supersedes any and all
prior communications, discussions, negotiations, understandings, or agreements. This Agreement may be
amended only by a writing signed by both DCSD and INDEPENDENT CONTRACTOR.

X. CONFIDENTIAL INFORMATION: INDEPENDENT CONTRACTOR, and all consultants and subcontractors, agree
to keep confidential, to the extent allowed by law, all information, records and documents, obtained from
DCSD, or created on behalf of DCSD, in conjunction with the performance of its duties under this
Agreement. This confidential information includes but is not limited to data collected by INDEPENDENT
CONTRACTOR and any student information, including but not limited to, student test scores, student test
results, student attendance records, student assessments or student grades.

1. INDEPENDENT CONTRACTOR agrees not to use any confidential information received for any purpose
other than in connection with the services provided herein. INDEPENDENT CONTRACTOR agrees to limit
disclosure of the confidential information to its employees, officers, directors, affiliates and consultants with
a bona fide need to know, but only to the extent necessary in connection with the services. All individuals
receiving access to the confidential information must previously have entered into a confidentiality
agreement with INDEPENDENT CONTRACTOR or otherwise be bound under terms at least as restrictive as
those contained herein.

Y. MISCELLANEOUS;

1. Unless otherwise expressly provided to the contrary in this Agreement, the term “day” shall mean
calendar day.
2. The exclusive venue for any civil action arising out of or related to this Agreement shall be in the
federal, superior, or state courts of DeKalb County, Georgia. The parties may agree to participate in
mediation prior to institution of any civil action.

FOR COMPLETION BY THE INDEPENDENT CONTRACTOR

The name and number stated below must appear exactly as approved by the Internal Revenue Service, and as shown on the IRS
W-9 form submitted to DeKalb County School District.

SOCIAL SECURITY NUMBER EMPLOYER’S INDENTIFICATION NUMBER
-- -- 3 0 - 0 6 4 4 9 6 2

__581 North Central Ave _
Street Address

__Hapeville, GA 30354 _
City, State and Zip Code

__404-919-3306 _
Telephone

mike@greendiamondwaste.com___________________________________________
E-Mail Address

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DEKALB COUNTY SCHOOL DISTRICT USE ONLY

_________________________________________
School/Department Name and Location Number

Charge Code:

100.2600.543013.00011.7520.9990.8013.040.0000

THE ABOVE TERMS AND CONDITIONS ARE AGREED TO AND ACCEPTED BY:

INDEPENDENT CONTRACTOR

BY: _________________________________________

PRINT NAME: _________________________________

TITLE: _________________________________________

DATE: ________________________________________

DEKALB COUNTY SCHOOL DISTRICT

BY: __________________________________________________

NAME: Dr. Vasanne S. Tinsley

TITLE: Interim Superintendent

DATE: _______________________________________________

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