INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (hereinafter “Agreement”) is between
________________________________________
Vista Higher Learning, LLC (hereinafter “INDEPENDENT CONTRACTOR”), with its principal
place of business at ______________________________________________
Boylston Street, 10th floor, Boston MA 02116 and the DeKalb County School District
(hereinafter “DCSD”), with its principal place of business at 1701 Mountain Industrial Blvd, Stone Mountain, Georgia
30083. 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 herein and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties to this Agreement
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 (as described below), and
INDEPENDENT CONTRACTOR hereby accepts such engagement to provide the Services to DCSD.
B. SERVICES: The INDEPENDENT CONTRACTOR agrees to perform the services (hereinafter referred to as the
'Services') as outlined in the Scope of Work attached hereto as Exhibit A and incorporated herein by
reference.
1. Performance of Services. INDEPENDENT CONTRACTOR (a) will supply all tools and materials necessary
to perform the Services under this Agreement; (b) use its best efforts to furnish the Services to DCSD as and
when requested or as otherwise required hereunder; (c) will perform the Services in a good, workmanlike
and professional manner, in accordance with all applicable industry customs and standards and with the
same degree of skill and care which others would exercise in like circumstances; (d) will provide such
warranties as are consistent with industry customs and standards or as otherwise expressly required
hereunder; (e) act with prudence and diligence in the performance of the Services; (f) act in good faith and
in the best interests of the DCSD in the performances of the Services; and (g) devote such time, energy and
abilities as is necessary to perform the Services in a timely and productive manner. Any tangible materials
or other deliverables (whether tangible or intangible) to be produced for to or delivered to DCSD as part of
the Services will be of merchantable quality and free from defects in materials and workmanship. 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 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 the Services.
2. Supervision of INDEPENDENT CONTRACTOR. INDEPENDENT CONTRACTOR represents and warrants
that it has the knowledge, training, skills and resources necessary to perform the Services. INDEPENDENT
CONTRACTOR acknowledges and agrees that DCSD shall retain the right to require certain results and/or
deliverables in conformity with this Agreement or which meet or exceed the requirements hereof.
INDEPENDENT CONTRACTOR will determine, and is solely responsible for, the means, method and details
in connection with the performance of the Services. INDEPENDENT CONTRACTOR further acknowledges
and agrees that DCSD shall not exercise any control over the time, manner, means or methods of
INDEPENDENT CONTRACTOR’s performance of the Services.
C. TERM: The Term of this Agreement is for the period from the Start Date to the End Date set forth below.
As required by O.C.G.A. § 20-2-506, this Agreement shall terminate absolutely and without further
obligation on the part of DCSD at the close of the calendar year in which it was executed, but shall be
automatically renewed for the subsequent calendar year during the term unless DCSD terminates this
Agreement as set forth herein For the avoidance of doubt, the End Date may not be more than one (1)
year from the Start Date and in no event shall the Term hereof exceed one (1) year.
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Start Date: ______________,
July 1 26
20__ End Date: ________________,
June 30 27
20__
1. Termination for Convenience. DCSD may terminate this Agreement at any time, for any (or no) reason,
upon thirty (30) days prior written notice to INDEPENDENT CONTRACTOR. In such event, DCSD shall pay
INDEPENDENT CONTRACTOR for all Services performed prior to termination.
2. Termination for Breach. In the event INDEPENDENT CONTRACTOR breaches any term or condition of
this Agreement, DCSD shall provide written notice to INDEPENDENT CONTRACTOR thereof. Should
INDEPENDENT CONTRACTOR fail and/or refuse to cure such breach within seven (7) days of its notification
thereof, DCSD may terminate this Agreement for cause. In such event, DCSD shall pay INDEPENDENT
CONTRACTOR for all Services performed prior to termination, less any damages incurred (or reasonably
expected to be incurred) by DCSD in connection therewith.
3. Return of Materials; Delivery of Deliverables. Within three (3) business days of the termination of this
Agreement, INDEPENDENT CONTRACTOR will deliver to DCSD all documents, materials, data and
information gathered, developed or created by INDEPENDENT CONTRACTOR prior to the 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.
4. Time Periods. Any reference to “day” used in this Agreement shall mean a calendar day, unless otherwise
specified.
D. SERVICE FEES: Subject to the provisions ofJulySection
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E below, INDEPENDENT CONTRACTOR shall be paid the
following fee for the Services: (check the appropriate compensation plan and complete blanks)
A fixed, lump-sum amount of $ ____$74,922.89 ____ paid upon completion of above services, OR
$ _________________ per hour; maximum hours are to be _____________.
✔ Unless this box is checked and a payment schedule, rate sheet, or fee structure is attached hereto
as Exhibit B and incorporated herein, DCSD shall make payment for all Services upon final
completion thereof.
DI. MAXIMUM CONTRACTED AMOUNT: The total amount of payments by DCSD, including all fees, travel, or
other expenses under this Agreement shall not exceed $ $74,922.89_____________ (hereinafter this
amount is referred to as the “Maximum Contracted Amount”). The Maximum Contracted Amount shall not
be modified unless otherwise agreed in a written amendment hereto. No adjustment to the Maximum
Contracted Amount shall be made unless there is a change in the scope or time for performance of the
Services. The Maximum Contracted Amount shall be supported by a quote, invoice, or rate sheet, provided
by the INDEPENDENT CONTRACTOR, outlining the basis for its calculation and attached hereto as Exhibit B,
which is incorporated herein by reference.
1. Invoices. INDEPENDENT CONTRACTOR shall prepare and submit to DCSD invoices for payment of all
charges. Each invoice shall be in such detail and in such format as DCSD may reasonably require. As
a condition precedent to all required payments under this agreement and/or Payment Schedule, the
Independent Contractor shall submit to DCSD for review and approval, invoices detailing the specific
work performed for which payment is requested, in a form acceptable to DCSD. Required payment
under this Agreement shall only be for actual work performed by the Independent Contractor and
shall only be pursuant to invoices reviewed and approved by DCSD.
2. Maximum Amount. DCSD shall not be obligated to pay any amount in excess of the Maximum
Contracted Amount for all Services under all invoices.
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3. Payment Not Acceptance. Neither payment by DCSD nor DCSD’s receipt of the Services shall
constitutes acceptance of any defective Services.
F. INDEPENDENT CONTRACTOR RELATIONSHIP: 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 the time, place, and manner of performing the Services hereunder.
INDEPENDENT CONTRACTOR is not subject to the control of DCSD except as set forth herein. INDEPENDENT
CONTRACTOR is not authorized to enter into any agreement or incur any debt or obligation on behalf of
DCSD and is not authorized to otherwise act on behalf of DCSD or to hold itself out as an agent of DCSD.
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 of INDEPENDENT
CONTRACTOR.
G. 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 made
available to DCSD’s employees, including, but not limited to, health insurance, workers’ compensation,
disability insurance, vacation or sick pay. Accordingly, with full knowledge and understanding of the
foregoing, 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.
H. TAXES AND REPORTING: INDEPENDENT CONTRACTOR is solely responsible for the payment of all federal,
state and local income taxes, self-employment taxes, Social Security taxes, Medicare taxes, workers’
compensation premiums, unemployment taxes, and any other similar obligations arising from the
performance of the Services or receipt of the fees hereunder. DCSD will not withhold any income or social
security taxes from any fees payable to INDEPENDENT CONTRACTOR hereunder and will not pay any such
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 equivalent
forms. INDEPENDENT CONTRACTOR acknowledges and agrees that it is solely responsible for the reporting
of all fees payable hereunder as income and for payment of all taxes due thereon. INDEPENDENT
CONTRACTOR agrees to indemnify DCSD and hold it harmless from any and all obligations imposed on DCSD
to pay any taxes or insurance premiums, 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, and to 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. If INDEPENDENT CONTRACTOR is an individual, 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, state, and local income tax (including estimates), filings and returns
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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.
I. 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 or Notices of Termination of 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: Office of Legal Affairs, Contract Administration
With a copy to the Undersigned
DeKalb County School District
1701 Mountain Industrial Blvd.
Stone Mountain, GA 30083
Attention: Undersigned Representative
INDEPENDENT CONTRACTOR’s address and its contact person are:
_______________________
Vista Higher Learning, LLC
_______________________
500 Boylston Street, 10th floor
_______________________
Boston MA 02116
Attention: Jennifer J. Selby
_______________________
J. WORKING RELATIONSHIP: INDEPENDENT CONTRACTOR agrees that DCSD’s designated representative
for the purpose of this Agreement is authorized by DCSD to act on its behalf. 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
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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.
1. Employees. 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. Communication. 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. Protection of IT Assets. 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.
K. DEFECTIVE OR NON-CONFORMING SERVICES: If the Services fail to meet the standards set forth in this
Agreement, DCSD may elect to have INDEPENDENT CONTRACTOR re-perform, at no cost to DCSD, any of
the Services which fail to meet said standards where: (a) such failure appears during the performance of
the Services or within one (1) year from the date of completion of the Services, and (b) 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.
L. DCSD WARRANTY: INDEPENDENT CONTRACTOR acknowledges that it shall be entitled to rely on the
accuracy of information supplied by DCSD or any of DCSD’s contractors or consultants to be provided by
DCSD hereunder. Except for the foregoing warranty, DCSD makes no other warranties, whether express or
implied.
M. WORK FOR HIRE: To the extent that the Services involve the creation or development of custom,
proprietary materials for DCSD which are specially ordered and commissioned by DCSD hereunder and are
subject to copyright, INDEPENDENT CONTRACTOR agrees that the Services are performed as a “work for
hire” as that term is defined under U.S. copyright law, and that as a result, DCSD will own all copyrights in
any and all materials or other deliverables resulting from or provided in conjunction with the Services.
INDEPENDENT CONTRACTOR agrees to perform such Services in a diligent and workmanlike manner. The
content, style, form and format of any such work for hire shall be completely satisfactory to DCSD and shall
be consistent with DCSD’s standards. INDEPENDENT CONTRACTOR hereby grants DCSD the right to use,
and to license others to use, the name, voice, signature, photograph, likeness, and biographical information
of the INDEPENDENT CONTRACTOR and its employees in connection with the Services being provided. This
includes, but is not limited to, any materials, deliverables, or works made for hire that are created as part
of or in relation to the Services..
N. OWNERSHIP OF WORK PRODUCT: Any reports, recommendations, estimates, specifications, drawings,
technical data, sketches, computer software, and all other information developed, created or procured by
INDEPENDENT CONTRACTOR or its subcontractors in connection with the performance of Services
hereunder 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 such work product
except that, with respect to any standard or non-customized software incorporated into the work product,
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INDEPENDENT CONTRACTOR shall grant to DCSD only a license to use such software. 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.
O. 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.
P. 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.
Q. COMPLIANCE WITH LAWS: INDEPENDENT CONTRACTOR shall comply with all federal, state and local laws,
regulations, ordinances, and DeKalb County Board of Education policies in the performance of the Services
including, but not limited to, all laws governing health, safety, the protection or preservation of the
environment, OSHA requirements, and occupational licensing.
R. IMMIGRATION COMPLIANCE: INDEPENDENT CONTRACTOR certifies its compliance with the Georgia Illegal
Immigration Reform and Enforcement Act of 2011, O.C.G.A. § 13-10-90 et seq. INDEPENDENT
CONTRACTOR warrants that it has registered with and uses the federal work authorization program
commonly known as “E-Verify”, and agrees that if it contracts for the physical performance of services by
others hereunder, it shall do so only with firms or persons who present an affidavit as required by O.C.G.A.
§ 13-10-91.
***INDEPENDENT CONTRACTOR MUST SIGN AND RETURN THE E-VERIFY AFFIDAVITS BEFORE
ANY PAYMENT CAN BE MADE HEREUNDER***
S. 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.
T. 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.
U. SUBCONTRACTORS: INDEPENDENT CONTRACTOR shall manage all work and services performed under this
Agreement. INDEPENDENT CONTRACTOR shall not, unless DCSD consents in writing thereto, subcontract
all or part of the Services or otherwise assign, whether by operation of law or otherwise, any of the rights,
duties or obligations of INDEPENDENT CONTRACTOR hereunder. In the event DCSD consents in writing to
any such subcontracting or assignment, the rights and obligations of INDEPENDENT CONTRACTOR shall not
be released or diminished thereby. 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. INDEPENDENT CONTRACTOR shall
require all subcontractors to supply a certificate of insurance as required herein before the subcontractor
commences any work.
V. 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 DCSD.
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.
W. 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 with the address of
1701 Mountain Industrial Blvd. Stone Mountain, Georgia 30083,as an additional insured under the liability
policies and (ii) certificate(s) verifying that these insurance coverages and limits are in force. A copy of the
Certificate of Insurance shall be attached to Exhibit C and affixed hereto. 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
Comprehensive General Liability $2,000,000 annual aggregate
Including Contractual Liability, $1,000,000 per occurrence
Bodily Injury and Property Damage
In accordance with GA Code § 34-9-1, if INDEPENDENT CONTRACTOR has 3 or more employees,
INDEPENDENT CONTRACTOR shall provide Workers' Compensation Insurance in the amounts of the
statutory limits established by The General Assembly of the State of Georgia.
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INDEPENDENT CONTRACTOR waives all rights, including rights of subrogation, against the DeKalb County
Board of Education, DCSD and their respective members, officers, employees, agents, insurers,
subcontractors, consultants and employees for damages covered by any type of insurance during and after
the completion of the Services. 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.
X. INDEMNIFICATION: Consistent with applicable law, INDEPENDENT CONTRACTOR agrees to hold harmless
and indemnify the DeKalb County Board of Education, DCSD, their respective members, officers, employees,
agents and representatives (hereinafter the “Released Parties”) from and against any and all liabilities,
claims, actions, causes of action, losses, damages, demands, suits, judgments, costs and expenses, including
legal fees, costs and expenses incurred in and about investigation, defense or prosecution thereof, arising
out of the performance of the Services by the INDEPENDENT CONTRACTOR. INDEPENDENT CONTRACTOR
further agrees to release, indemnify, defend and hold harmless the Released Parties from any and all claims,
demands, rights, liabilities and causes of action incurred or suffered by INDEPENDENT CONTRACTOR from
events over which the Released Parties exercise no control, including Acts of God, strikes, government
restrictions or other force majeure events.
Y. CONTRACT ADMINISTRATION:
1. Waiver. Failure of DCSD 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. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Georgia. In
the event of any dispute arising out of this Agreement or the performance of Services hereunder, each of
the parties irrevocably submits to the exclusive jurisdiction and venue of the Superior Court of DeKalb
County, Georgia with respect to any litigation in connection therewith.
3. Counterparts. 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.
Z. 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.
AA. 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. INDEPENDENT
CONTRACTOR acknowledges that DCSD does not, and will not be deemed to, waive this condition precedent
under any circumstances and that no employee or agent of DCSD is authorized to waive this requirement.
BB. CONFIDENTIAL INFORMATION: INDEPENDENT CONTRACTOR, and all its consultants and subcontractors,
agree to keep confidential all information, records and documents obtained from DCSD or created on behalf
of DCSD in connection with the performance of the Services. Such 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. 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
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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. INDEPENDENT CONTRACTOR understands and agrees that DCSD must
comply with the Georgia Open Records Act O.C.G.A. § 50-18-70 (the "Act") and release public documents as
defined by the Act upon request, including this Agreement and all records prepared and maintained in
relation to this Agreement.
CC. TERMS AND CONDITIONS: The terms and conditions located at http://www.dekalbschoolsga.org/vendor-
information are hereby incorporated into and made a part of this Agreement. In the event of any conflict
between the terms and conditions and the provisions of this Agreement, the terms of this Agreement shall
prevail.
[Signatures appear on following page]
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DEKALB COUNTY SCHOOL DISTRICT USE ONLY
Int. Student Screening Center - Department 7130
_________________________________________
School/Department Name and Location Number
Charge Code
FUND FUNCTION PROJECT OBJECTIVE LOCATION PROGRAM FACILITY DIVISION FUTURE
100 1000 564200 07711 7130 1353 6015 094 0000
THE ABOVE TERMS AND CONDITIONS ARE AGREED TO AND ACCEPTED BY:
INDEPENDENT CONTRACTOR
BY: _________________________________________
Jennifer J. Selby
PRINT NAME: _________________________________
Senior Manager, Contracts and Proposals K-12
TITLE: _________________________________________
04/29/2026
DATE: ________________________________________
DEKALB COUNTY SCHOOL DISTRICT
BY: __________________________________________________
Dr. Norman C. Sauce III
NAME: ______________________________________________
Interim Superintendent of Schools
TITLE: _______________________________________________
DATE: _______________________________________________
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Exhibit A
Scope of Work
(include description, scope of work, deliverables and/or specific performance standards, milestones and dates for
contracted services)
See attached Quote attached as Exhibit B. The following modifications shall apply to the Scope of Work:
Section C.3 is modified by replacing “information gathered, developed or created by INDEPENDENT CONTRACTOR” with
“information provided by DCSD to INDEPENDENT CONTRACTOR.”
Section J.3 is modified by replacing “any and all measures possible to protect” with “any and all reasonable measures to
protect.”
Section M is deleted.
Section N is modified to read as follows: “OWNERSHIP OF WORK PRODUCT: Any reports, recommendations, estimates,
specifications, drawings, technical data, sketches, computer software, and all other information developed, created or
procured by INDEPENDENT CONTRACTOR or its subcontractors in connection with the performance of Services hereunder
shall remain the property of INDEPENDENT CONTRACTOR. In entering into this Agreement, INDEPENDENT CONTRACTOR
hereby retains all right, title, and interest, including the copyright, in and to such work product, and INDEPENDENT
CONTRACTOR shall grant to DCSD only a license to use such software or other work product. All original technical data,
evaluations, reports and other work product of INDEPENDENT CONTRACTOR shall be and remain the property of
INDEPENDENT CONTRACTOR upon the completion, cancellation or termination of services under this Agreement.
Section P is modified by replacing “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 in the normal course of business” with “shall be the
same legally required criminal background check. Such background checks will be performed by INDEPENDENT
CONTRACTOR in the normal course of business”
Section U is modified by adding the following to the end of the second sentence: “; provided that such consent shall not be
required for subcontractors, such as Amazon AWS, that it engages for its business generally for its business systems and
services.”
Section V is modified by replacing by replacing the first sentence with the following: “INDEPENDENT CONTRACTOR shall not
assign its rights hereunder, excepting its right to payment; provided that INDENPENDENT CONTRACTOR may assign this
Agreement without consent to an affiliate or to any successor-in-interest in connection with the merger or the sale of all or
substantially all of its capital stock or assets to which this Agreement relates.”
Section X is modified by adding the following language to the end thereof: “Notwithstanding anything to the contrary in this
Agreement, in no event will either party be liable for indirect, special, punitive, exemplary or consequential loss or
damages, or for an amount in excess of the amount paid by DCSD during the 12-month period immediately preceding the
occurrence of the first event giving rise to the claim; provided that this limitation shall in no way limit DCSD’s ability to
recover as an additional insured under the INDEPENDENT CONTRATOR'’s insurance policies.”
Section BB is modified by replacing the first sentence with the following: “INDEPENDENT CONTRACTOR, and all its
consultants and subcontractors, agree to keep confidential all information, records and documents obtained from DCSD.”
Section CC is hereby deleted in its entirety.
11
COST PROPOSAL
Quote Prepared On January 27, 2026
Quote Valid Through October 15, 2026
Quote No. 2512214004
Version No. 2
Prepared For Prepared By
Mishawn Meszar
DeKalb County School District mmeszar@vistahigherlearning.com
1780 Montreal Road Vista Higher Learning
Tucker, GA 30084 500 Boylston St, 10th Floor
Boston, MA 02116-3736
Get Ready 1-6
Qty Item Number Description Unit Price Total Value Total Cost
100 978-1-54334-096-9 Get Ready Soar Practice Book(10-pack) $189.95 $18,995.00 $18,995.00
Get Ready Soar Supersite Plus + Online
300 978-1-54337-198-7 $83.95 $25,185.00 $25,185.00
Workbook(3 year license)
500 978-1-54333-555-2 Get Ready Soar Student Edition $39.95 $19,975.00 $19,975.00
20 978-1-54335-570-3 Get Ready Soar Teacher Kit $449.95 $8,999.00 $8,999.00
Total Cost $73,154.00
Est. Shipping $1,768.89
Est. Grand Total Cost $74,922.89
Ordering Instructions
• Purchase Orders will be processed upon receipt and will be invoiced for the full “Total Cost” amount as
shown above as well as the actual final Shipping charges required for your shipment, where applicable.
Please note that the “Est. Shipping” amount shown above is an estimate only and may be different than
the final charges applied.
• When submitting your Purchase Order, please be sure to attach:
o A copy of this Quote
o If applicable, a copy of your signed and dated tax exemption certificate
• To place your order, please contact Customer Support:
Vista Higher Learning
500 Boylston Street, 10th Floor
Boston, MA 02116-3736
Email: orders@vistahigherlearning.com
Phone: (800) 269-6311, option 3
Fax: (617) 426-5215
Terms of Purchase
Reference No. 2601215282 p. 1
COST PROPOSAL
Quote Prepared On January 27, 2026
Quote Valid Through October 15, 2026
Quote No. 2512214004
Version No. 2
By accepting a Quote, initiating a Purchase Order to us, entering into a separate agreement with us, and/or
ordering online content, you are agreeing to these Terms of Purchase. The Vista Higher Learning Terms of
Purchase shall govern all sales of materials and online content and shall supersede any and all terms and
conditions attached to your Purchase Orders and/or any other document that you present to Vista Higher Learning,
which shall be considered as a confirmation only and the terms and conditions shall in no way amend, prevail over,
supplement or supersede any term or condition hereof.
• Terms of Use: All sales of Vista Higher Learning materials and online content are expressly made subject
to the Vista Higher Learning Terms of Use: https://www.vhlcentral.com/terms_of_use.
• Return Policy: Returns of Vista Higher Learning materials and online content are subject to the Vista
Higher Learning Return Policy: https://vistahigherlearning.com/return-policy.
• Tax: Prices included within this Quote are exclusive of all applicable taxes, which are the responsibility of
the Customer. Customer must provide documentation of tax-exempt status, if applicable.
• Subscription Term: For digital product license purchases, the duration of access being purchased based on
the product license selection outlined in the Quote above will be considered the Subscription Term.
• Term Dates: Subscription Terms are aligned to an academic year calendar and will start as of the next
upcoming academic year following the receipt of a Purchase Order, unless otherwise requested by Customer.
All product licenses will have the same start and end dates aligned with the Subscription Term.
• Unused Licenses: All product licenses must be used within the purchased Subscription Term. Unused
licenses during the purchased Subscription Term are not refundable or eligible for credit.
• Licensing Add-ons: If purchasing additional license quantities and/or licensing level upgrades to be added
onto an existing base of product licenses, the additional quantities and/or upgrades will be applied beginning
with the currently active Subscription Term, unless otherwise requested by Customer. All product licenses
must maintain the same start and end dates aligned with the Subscription Term, with any additional quantities
and/or upgrades matching the current expiration date of the existing Subscription Term in place.
Thank you for your business!
Reference No. 2601215282 p. 2
DATE (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE 4/23/2026
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME:
Arthur J. Gallagher Risk Management Services, LLC PHONE FAX
115 Federal Street (A/C, No, Ext): 617-261-6700 (A/C, No): 617-646-0400
E-MAIL
Boston MA 02110 ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC #
License#: BR-724491 INSURER A : National Fire Insurance Co of Hartford 20478
VISTHIG-01
INSURED INSURER B : Continental Insurance Company 35289
Vista Higher Learning, LLC
INSURER C : AXIS Insurance Company 37273
500 Boylston Street,
10th floor INSURER D :
Boston MA 02116 INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: 268467716 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
A X COMMERCIAL GENERAL LIABILITY Y Y 7018236613 1/31/2026 1/31/2027 EACH OCCURRENCE $ 1,000,000
DAMAGE TO RENTED
CLAIMS-MADE X OCCUR PREMISES (Ea occurrence) $ 1,000,000
MED EXP (Any one person) $ 5,000
PERSONAL & ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000
X POLICY PRO-
JECT LOC PRODUCTS - COMP/OP AGG $ 2,000,000
OTHER: $
A Y Y COMBINED SINGLE LIMIT $ 1,000,000
AUTOMOBILE LIABILITY 7018236627 1/31/2026 1/31/2027 (Ea accident)
X ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED BODILY INJURY (Per accident) $
AUTOS ONLY AUTOS
NON-OWNED
X HIRED
AUTOS ONLY
X AUTOS ONLY
PROPERTY DAMAGE
(Per accident) $
$
B X UMBRELLA LIAB X OCCUR Y Y 7018236658 1/31/2026 1/31/2027 EACH OCCURRENCE $ 5,000,000
EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000
X RETENTION $ $
DED 10,000
PER OTH-
B WORKERS COMPENSATION Y 7018236630 1/31/2026 1/31/2027 X STATUTE ER
B AND EMPLOYERS' LIABILITY Y/N 7018236644 1/31/2026 1/31/2027
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000
OFFICER/MEMBER EXCLUDED? N/A
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000
C Cyber / Professional Liability P-001-000231376-07 1/31/2026 1/31/2027 Each Claim $5,000,000
Aggregate Limit $5,000,000
Retention $50,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
DeKalb County School District and the DeKalb County Board of Education and their officials, officers, employees, agents, volunteers, and assigns are included
as Additional Insured as respects the General liability and Auto liability policy(ies), pursuant to and subject to the policy's terms, definitions, conditions and
exclusions. Umbrella is follow form.
The insurance provided in the General liability and Auto liability policy(ies) is primary and any other insurance shall be excess only, and not contributing.
Waiver of Subrogation applies to DeKalb County School District, DCSD, and their officials, officers, employees, agents, volunteers, and assigns, as respects the
General liability, Auto liability and Workers Compensation policy(ies), pursuant to and subject to the policy's terms, definitions, conditions and exclusions.
See Attached...
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
DeKalb County School District
1701 MOUNTAIN INDUSTRIAL BLVD AUTHORIZED REPRESENTATIVE
STONE MOUNTAIN GA 30083
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE
AGENCY CUSTOMER ID: VISTHIG-01
LOC #:
ADDITIONAL REMARKS SCHEDULE Page 1 of 1
AGENCY NAMED INSURED
Arthur J. Gallagher Risk Management Services, LLC Vista Higher Learning, LLC
500 Boylston Street,
POLICY NUMBER 10th floor
Boston MA 02116
CARRIER NAIC CODE
EFFECTIVE DATE:
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE
The Producer will endeavor to mail 30 days written notice to the Certificate Holder named on the certificate if any policy listed on the certificate is cancelled prior
to the expiration date. Failure to do so shall impose no obligation or liability of any kind upon the Producer or otherwise alter the policy terms.
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD