ASSOCIATION OF CALIFORNIA SCHOOL ADMINISTRATORS

(ACSA)/FOUNDATION FOR EDUCATIONAL ADMINISTRATION (FEA)

INDEPENDENT CONSULTING AGREEMENT

Name: Template District:

Title: Consultant (Clear ASC Leadership Coach) Home #:

Address: Cell #:
City/State/Zip: Work #:
Email: Tax Id. Number #: _xxx-xx- _____

PROGRAM: Sacramento ACSA/FEA - Leadership Coaching_(Winter Cohort)_ PROGRAM #: ES-440 (#268)

AGREEMENT DETAILS

To provide INDEPENDENT CONSULTING

COACHING servicesAGREEMENT
SERVICES for: ACSA/FEA Leadership Coaching Program_
For the academic years of: 2018-2019 and 2019-2020 Contracted Time Period: November 1, 2018 through October 31, 2020

Coaching services to be provided to Clear Administrator Services Program (CACP) Candidate:

At locations: to be determined by consultant and credential candidate.

Two year contract total: $ 7,000.00 , to be paid in four installments of $ 1,750.00

 2017-2018: Coaching services for 1 candidate at $3,500.00 per year
 2018-2019: Coaching Services for 1 candidate at $3,500.00 per year
 To be paid by: May 15, 2019, October 15, 2019, May 15, 2020 and October 15, 2020

TERMS OF AGREEMENT

COACHING
This Independent Consulting SERVICES
Agreement AGREEMENT
(this “Agreement”) is made and entered into as of _November 1, 2018 (the
“Effective Date”), by and between ASSOCIATION OF CALIFORNIA SCHOOL ADMINISTRATORS, a California
nonprofit public benefit corporation (“ACSA”), and Template, a/an _ Clear ASC Leadership Coach _
(“Consultant”). ACSA and Consultant are sometimes referred to in this Agreement as a “Party” or, collectively, as the
“Parties.”

1. Retention of Services. ACSA shall retain Consultant as an independent contractor to provide Services to and
on behalf of ACSA. Consultant will determine the method, details and means of performing the below described Services.

1.1 Scope of Consulting Services. Consultant shall furnish all labor, equipment, materials, tools and
instrumentalities, method of transportation and the like, necessary to accomplish the following services ("Services"), which
are described in more detail in the attached Exhibit A (Conditions of Agreement) incorporated into to this Agreement:
1.2 Cancellation of Program. ACSA reserves the right in good faith to cancel the program and the presentation
related to the Services set forth in this Agreement should ACSA determine that the number of registrations will not
economically justify the program taking place. In that event, ACSA shall notify the Consultant by telephone or by fax at
the earliest opportunity. In such an event, ACSA shall not be obligated to pay Consultant any sum, for any purpose, for
Services not rendered.

2. Independent Contractor. Consultant enters into this Agreement as an independent contractor and not as an
employee of ACSA. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status.
Consultant does not have authority to act for or bind ACSA. ACSA shall not have a right to control the manner or means
by which Consultant performs the Services. Nothing in this Agreement shall be construed to create an
employer/employee, joint venture, lease or landlord/tenant relationship between Consultant and ACSA.

2.1 Employees of Consultant. All employees, agents, or contractors hired by Consultant are employees, agents, or
contractors of Consultant and not of ACSA. ACSA shall not be obligated in any way to pay any wage claims or other
claims made against Consultant by any such employees, agents, or contractors, or any other person resulting from the
performance of this Agreement. Consultant agrees to provide workers compensation insurance for Consultant, Consultant
's employees and agents and agrees to defend, indemnify and hold ACSA harmless from and against any and all claims and/or
causes of actions, arising out of any injury, disability or death from any of Consultant 's employees or agents.

2.2 No Benefits. Consultant shall not be entitled to participate in any of ACSA’s benefits, including, without
limitation, any health or retirement plans. Consultant shall not be entitled to any remuneration, benefits, or expenses other
than as specifically provided for in this Agreement.

2.3 State and Federal Taxes. Consultant shall pay all taxes incurred while performing Services under this
Agreement, including all applicable income taxes, self-employment and social security taxes. Under no circumstances
will ACSA: (i) Withhold FICA (Social Security and Medicare taxes) or make FICA payments on Consultant's behalf; (ii)
Make state or federal unemployment compensation contributions on Consultant's behalf, or (iii) Withhold state or federal
income tax from Consultant's payments. ACSA shall not be liable for taxes, Worker’s Compensation, unemployment
insurance, employers’ liability, employer’s FICA, social security, withholding tax, or other taxes or withholdings for or
on behalf of Consultant, other than those mentioned in Section 2.3.1. All such costs, other than those mentioned in Section
2.3.1, shall be Consultant’s responsibility.

2.3.1 Out of State and Foreign Person Tax Requirements. The State of California, Franchise Tax Board (Revenue
and Taxation Code section 18662) requires that California non-resident independent contractors have income tax withheld
from their payments. Therefore, a seven percent (7%) tax will be withheld at the time of payment from an amount of
$1,501 or more paid in a calendar year for all non-resident independent contractors. The Department of the Treasury,
Internal Revenue Service (Section 1441 or 1442) states that foreign persons are subject to U.S. tax at a 30% rate on
income they receive from U.S. sources that consists of interest (including certain original issue discount (OID)),
dividends, rents, premiums, annuities, compensation for, or determinable annual or periodical gains, profits, or income.

3. Payment. In consideration for the Services to be performed by Consultant, ACSA agrees to pay Consultant
according to the fees and terms set forth in the Agreement Details for Services rendered. Consultant acknowledges and
agrees that, except as provided herein, he/she shall not be entitled to any monies, reimbursements or other compensation
for the Services provided under this Agreement. Consultant shall, concurrently with the execution of this Agreement,
complete, execute and deliver to ACSA a copy of IRS Form W-9 that identifies Consultant’s taxpayer identification
number.

4. Compliance with Laws. Consultant shall comply with any and all federal, state and local laws, rules, and
regulations applicable to Consultant, the provision of Services, or the obligations of Consultant under this Agreement.

5. Indemnification. Consultant shall indemnify, defend, and hold harmless ACSA, its officers, officials, agents,
and employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses, and
expenses including, without limitation, court costs and reasonable attorneys’ fees, arising in any manner by reason of
negligent acts or negligent failure to act, errors, omissions or willful misconduct incident to the performance of this
Agreement on the part of Consultant, except such loss or damage which was caused by the active negligence or willful
misconduct of ACSA. The provisions of this paragraph shall survive termination or suspension of this Agreement.
6. Confidential Information. Consultant shall keep and maintain all Confidential Information and shall not
disclose the Confidential Information to any person or entity without the prior written consent of ACSA. Consultant shall
protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Consultant
protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. For
purposes of this Agreement, “Confidential Information” means any proprietary or confidential information of ACSA,
including, without limitation, employee and student personal data, business contacts’ information, names and addresses
of prospects; financial data, mailing lists, product plans and strategies, technical data and research, procedures, design
processes, and customer related information. Consultant acknowledges that ACSA is hiring Consultant to provide
Services which will result in new contacts for ACSA. Consultant acknowledges that such contact information is
Confidential and/or Trade Secret Information and agrees not to use such information for any purpose other than for the
benefit of ACSA as set forth in this Agreement. Consultant shall not accept direct payments from ACSA’s
contacts. Sections 6, 6.1, 6.2 and 6.3 shall survive the expiration or termination of this Agreement.

6.1 Return of Data. Upon the earlier of (i) the termination of this Agreement, or (ii) the written request of ACSA,
Consultant shall return all Confidential, Intellectual Property or Trade Secret Information furnished to or obtained by
Consultant under this Agreement, and shall destroy all notes or other information describing, referring to or containing any
Confidential, Intellectual Property or Trade Secret Information.

6.2 Restrictions on Use of Trade Secrets, Intellectual Property and Confidential Information. During the term of
this Agreement, Consultant will have access to and become acquainted with ACSA's Trade Secrets, Intellectual Property, and
Confidential Information. All lists, contracts, procedures, programs and presentations either written or oral; community and
business contacts, files; records, documents, specifications; design processes, Intellectual Property, equipment; and similar
items relating to the business and operations of ACSA are and shall remain the exclusive property of ACSA. Consultant
promises and agrees not to misuse, misappropriate or disclose any of ACSA’s Trade Secrets, Intellectual Property or
Confidential Information described herein, directly or indirectly, or use them in any way, either during the term of this
Agreement or at any time thereafter.

6.3 Soliciting Customers, Community or Business Contacts After Termination of Agreement. Consultant
acknowledges and agrees that ACSA's Confidential Information, as defined above, constitutes Trade Secrets and Confidential
Information of ACSA and that the sale or unauthorized use or disclosure of any of ACSA's Trade Secrets or Confidential
Information by Consultant constitutes unfair competition. Consultant promises and agrees not to engage in any unfair
competition with ACSA.

7. Intellectual Property. Consultant will provide ACSA with copyrighted material only if permission to reproduce
the material has been granted. ACSA reserves the right to reproduce handouts for distribution in any form or media.

8. Termination. Either Party may terminate this Agreement for cause, including, without limitation, for breach of
this Agreement, effective immediately after written notice of termination is given to the other Party. Either Party may
terminate this Agreement without cause, expense or penalty, effective thirty (30) days after written notice of termination
is given to the other Party.

9. Dispute Resolution. In the event of any dispute, controversy, claim or disagreement arising out of or related to
this Agreement (“Dispute”), the Parties shall resolve such Dispute as follows: first, the Parties shall meet and confer in
writing; if after 30 days, the meet and confer attempts are not successful, then the Parties may initiate arbitration in
accordance with the then effective Commercial Arbitration Rules and Mediation Procedures published by the American
Arbitration Association. The Parties hereby waive any rights to file an action in any court of competent jurisdiction. If
any Dispute arises, ACSA’s sole obligation shall be to pay Consultant the amount due for Services already acceptably
performed. In no event shall ACSA be liable for any lost profits or consequential, incidental or special damages.

10. Amendment. No amendment to this Agreement shall be valid unless made in writing and signed by both Parties.

11. Assignment. Neither Party shall assign or delegate any part of this Agreement without the written consent of
the other Party.
12. Severability. If any court of competent jurisdiction or arbitrator finds any provision of this Agreement to be
unenforceable or invalid, then that provision shall be ineffective, without affecting the enforceability or validity of this
Agreement's remaining provisions.

13. Entire Agreement. This Agreement and the incorporated Exhibit A contain the entire agreement of the Parties.
Any oral representations or modifications concerning this Agreement shall be of no force or effect, unless contained in a
subsequent written modification signed by all Parties. It is expressly agreed and understood by the Parties that the
language of this Agreement shall not be presumptively construed against any of the Parties.

14. Conflicting Terms. Should any conflict exit between the terms or conditions of this Agreement and any attachments
thereto, including, but not limited to, Exhibit A, the terms of this Agreement shall override any conflicting terms in any
attachment(s).

15. Governing Law and Venue. The laws of the State of California shall govern the interpretation and effect of this
Agreement. Any dispute arising out of this Agreement shall be brought in Sacramento County, California, regardless of
where else venue may lie.

In the event the Consultant requires reasonable accommodations under the Americans with Disabilities Act, the
Consultant acknowledges that those requirements have been conveyed to ACSA prior to the execution of this
Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement to be effective as of the day
and year first written above.

_____________________________________ ____________________________________
Signature of Consultant: Date Margaret Arthofer Date
Association of California School Administrators
Senior Director Educational Services
 Services Exhibit A
Conditions of Agreement

Sacramento ACSA coaches will:

1. Support Clear Administrative Credential Program (CACP) program candidate(s) in progress

toward application of skills, knowledge, and dispositions required for program outcomes and
completion;
2. Maintain continual focus of coaching sessions on;
a. Student learning and achievement
b. California Professional Standards for Education Leaders (CPSEL)
3. Collaboratively develop CACP candidate goals and action plans;
4. Regularly access and maintain required CACP assessments and required documentation;
a. Coaching Agreement
b. Collaborative Summary
c. Individual Induction Plan (IIP)
d. Summative Assessments
5. Monitor candidate progress and ensure that CACP candidates meet program goals for CACP
recommendation
6. Communicate progress towards CACP program completion to candidate and Local Program
Coordinator on a regular basis
7. Notify CACP candidates in a timely manner of any concerns in their progress to successful
completion of their credential
8. Inform Local Program Coordinator of lack of adequate progress or any extenuating
circumstances related to candidate success
9. Provide a minimum of 3-6 hours monthly (minimum of 40 hours/year) of on-site, job-embedded,
individualized, one-on-one coaching with each CACP candidate
10. Respond to CACP candidate in a timely manner
11. Make self-available to candidates via email and phone
12. Maintain confidentially in all coaching relationships
13. Utilize designated Learning Management System (LMS) for program documentation
14. Attend required coach trainings including yearly CNET trainings and Local Program meetings
15. Ensure that coaching, over time, includes observations of faculty meetings, classroom walk-
through, leadership team meetings in alignment with Individual Induction Plan (IIP)
16. Solicit regular feedback on effectiveness of coaching through program surveys and on-going
communication with candidates, video and or audio tape coaching sessions for self-analysis once
per year
17. Reflect on coaching efficacy and seek feedback to support their development as a leadership
coach;
18. Add to the body of knowledge in leadership coaching by being active participants in meetings
and in the development of tools, protocols and resources to benefit the California Network of
School Leadership Coaches (CNET)
19. Maintain contact with the candidate’s supervisor
20. Participate in candidate exit presentation
21. Participate in program surveys
Consultant please initial here that you received and have read the Exhibit A ‘Conditions of Agreement’ _______ .