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ASSOCIATION OF CALIFORNIA SCHOOL ADMINISTRATORS

(ACSA)/FOUNDATION FOR EDUCATIONAL ADMINISTRATION (FEA)


INDEPENDENT CONSULTING AGREEMENT

Name: District: Retired


Title: Consultant
Home #:

Address: Cell #:

City/State/Zip: Work #:
Email: l Tax Id. Number #:

PROGRAM: Clear Administrative Credential Program Local Program Coordinator PROGRAM #: ES-510 (319)

AGREEMENT DETAILS

To provide INDEPENDENT CONSULTING


COACHING servicesAGREEMENT
SERVICES for: ACSA/FEA Clear Administrative Services Credential
Program_

For the academic years of: 2018-2019 Contracted Time Period: July 1, 2018 through June 30, 2019

The Clear Administrator Services Program (CACP) Local Program Coordinator services to be provided to the
CACP Director: Sacramento ACSA Northern California.

At locations: to be determined by Local Program Coordinator and the Clear ASC office.

One year contract total: $ 27,500.00 , to be paid in four installments of $6,875.00 , upon receipt of invoice.
• Consultant to submit invoice to ACSA for payment on or around; _July 1, 2018, November 1, 2018,
February 1, 2019 and June 1, 2019

TERMS OF AGREEMENT

This Independent Consulting


COACHING Agreement (this “Agreement”)
SERVICES is made and entered into as of _July 1, 2018 (the “Effective
AGREEMENT
Date”), by and between ASSOCIATION OF CALIFORNIA SCHOOL ADMINISTRATORS, a California
nonprofit public benefit corporation (“ACSA”), and _, a/an _ CACP Local Program Coordinator_
(“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
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.

3.1 Reimbursement for Reasonable Travel Expenses. Consultant shall fill out and submit to ACSA a Travel Expense
Claim form and corresponding receipts for pre-approved travel expenses.
The authorized travel reimbursements under this Agreement are as follows:
• Surface Travel: Most cost-effective option between actual mileage (reimburse at $.545 mile or the going rate)
or economical rental car plus gasoline.
• Mileage: Mileage will be reimbursed at the rate determined by ACSA and should not exceed the
comparable air travel rate and/or cost of a rental car. Mileage will also be reimbursed to and from the airport
if one does fly.
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• Meals: $65.00 a day (Breakfast - $15, Lunch - $20, Dinner - $30)
• Lodging: Approximately $150/night or less; High cost counties: Approximately $200/night plus overnight
parking.
• Air Travel: Economical internet airfare purchased a minimum of 21 days in advance of presentation date.
ACSA will not reimburse for any Southwest Airlines Business Select/Anytime fares nor Early Bird Check-in
fees (nor comparable services on other carriers).
• Other: For incidentals such as, postage; bridge tolls and gratuities other than for meals, receipts for $25 or
more are required. An explanation must be provided on the expense report as to the nature of the expense.

3.2 Revenue Sharing. For any future services that originate from the Workshops and Institutes that are the subject
of this Agreement, Consultant agrees to pay ACSA a 20% commission of gross revenue for new services that occur as
a result of ACSA’s advertisements or other ACSA events. Consultant shall, upon all client in-take, ask all clients how
they learned about Consultant’s services and shall reflect the source of the inquiry as either ACSA advertisements,
ACSA event, Workshop and Institutes, or other.

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
3
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.

_____________________________________ ________________________ 7/18/2018_


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

Clear Administrative Service Credential Local Program Coordinators will:

Section I:

1. Represent the Local Program at the Local Program Coordinator meeting 4 times/year;
2. Recruit, interview and hire Leadership Coaches in a manner consistent with ACSA’s Clear
Administrative Credential Program (CACP)
3. Work with ACSA to provide ongoing support for coaches by building and maintaining a local
program professional learning community for Leadership Coaches;
4. Communicate with participating districts and coaches regarding ACSA Leadership Coach
requirement, procedures, policies, timelines, and program forms/tools;
5. Advice interested CACP candidates on application, program orientation, and credential
recommendation requirements;
6. Match Clear Administrative Credential Candidates to qualified Leadership Coaches;
7. Provide ACSA with all requested local program data, event schedules, and contact information
for districts, coaches, and candidates;
8. Maintain communication and hold regular Leadership Coach meetings (4 minimum);
a. CACP requirements and timelines;
b. Participant progression, graduation, and future projected participants
c. Support, promote, and field questions to/from Leadership Coaches and credential
candidates
d. Ensure Leadership Coaches fully participate in required training
e. Ensure Leadership Coaches participate in ASC program and training evaluations
f. Ensure Leadership Coaches are familiar with CPSEL / elements and enforce the use of
CACP outcomes, tools, resources, and online training
g. Maintain continual focus of coaching sessions on
i. Student learning and achievement
ii. California Professional Standards for Educational Leaders (CPSEL)
9. Maintain Leadership Coach Certification;
10. Activity support and promote participation in coaching-based induction by all new
administrator’s
11. Ensure that all supervisors of coaches participate in surveys, meetings, and maintain contact with
coaches;
12. Provide funding support resources for CACP to districts and candidates;
13. Ensure candidates are oriented and informed of progression toward application of skills,
knowledge, and dispositions required for program outcomes and completion;
14. Regularly access and maintain required CACP tools and assessments using CACP protocol;
a. Coaching Agreement
b. Coaching Logs
c. Individual Leadership and Learning Plan
d. Program Assessments
e. WestEd's Description of Practice
f. Professional Development Log
15. Monitor candidate progress and ensure that CACP candidates meet program goals for Clear ASC
recommendation;
16. Communicate progress towards CACP completion to candidate and Leadership Coach on a
regular basis;
17. Notify ACSA office in a timely manner of any concerns in their progress of successful completion
of candidate credential;
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18. Inform ACSA Program Office of lack of adequate progress or any extenuating circumstances
related to candidate success and/or coach effectiveness;
19. Make self-available to Leadership Coaches via email and phone;
20. Maintain confidentially in all District, Leadership Coach and Candidate relationships;
21. Ensure that coaching, over time, includes observations of faculty meetings, classroom walk-
through, leadership team meetings in alignment with Individual Induction Plan (IIP); and,
22. 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).
23. Attend Local Program Coordinator Meetings per published schedule
24. 4 Face to Face (will be reimbursed for pre-approved travel only as authorized per section 3.1)
25. Video Conference
26. Local Program Coordinator Retreat (will be reimbursed for pre-approved travel only as authorized per
section 3.1)

Initial contracted pay is based on active coach /candidate numbers of approximately 50 candidates.
Each increase of 10 candidates served by ACSA Local Program Coordinator will be matched by a
commensurate increase in Local Program Coordinator compensation of $250/candidate.

Please note: any work (honorariums) related to research, design and support is covered in your CACP
Advisory Panel contract.

Consultant please initial here that you received and have read the Exhibit A ‘Conditions of
Agreement’ _____________ .

6
ASSOCIATION OF CALIFORNIA SCHOOL ADMINISTRATORS
(ACSA)/FOUNDATION FOR EDUCATIONAL ADMINISTRATION (FEA)
INDEPENDENT CONSULTING AGREEMENT

Consultant
Home #:

Address: Cell #:

City/State/Zip: Work #:
Email: f Tax Id. Number #:

PROGRAM: Clear Administrative Credential Program Local Program Coordinator PROGRAM #: ES-510 (319)

AGREEMENT DETAILS

To provide INDEPENDENT CONSULTING


COACHING servicesAGREEMENT
SERVICES for: ACSA/FEA Clear Administrative Services Credential
Program_

For the academic years of: 2018-2019 Contracted Time Period: July 1, 2018 through June 30, 2019

The Clear Administrator Services Program (CACP) Local Program Coordinator services to be provided to the
CACP Director: Sacramento ACSA Northern California.

At locations: to be determined by Local Program Coordinator and the Clear ASC office.

One year contract total: $ 27,500.00 , to be paid in two installments of $13,750.00 , upon receipt of invoice.
• Consultant to submit invoice to ACSA for payment on or around; _January 1, 2019 and June 1, 2019

TERMS OF AGREEMENT

This Independent Consulting


COACHING Agreement (this “Agreement”)
SERVICES is made and entered into as of _July 1, 2018 (the “Effective
AGREEMENT
Date”), by and between ASSOCIATION OF CALIFORNIA SCHOOL ADMINISTRATORS, a California
nonprofit public benefit corporation (“ACSA”), and _, a/an _ CACP Local Program Coordinator_
(“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
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.

3.1 Reimbursement for Reasonable Travel Expenses. Consultant shall fill out and submit to ACSA a Travel Expense
Claim form and corresponding receipts for pre-approved travel expenses.
The authorized travel reimbursements under this Agreement are as follows:
• Surface Travel: Most cost-effective option between actual mileage (reimburse at $.545 mile or the going rate)
or economical rental car plus gasoline.
• Mileage: Mileage will be reimbursed at the rate determined by ACSA and should not exceed the
comparable air travel rate and/or cost of a rental car. Mileage will also be reimbursed to and from the airport
2
if one does fly.
• Meals: $65.00 a day (Breakfast - $15, Lunch - $20, Dinner - $30)
• Lodging: Approximately $150/night or less; High cost counties: Approximately $200/night plus overnight
parking.
• Air Travel: Economical internet airfare purchased a minimum of 21 days in advance of presentation date.
ACSA will not reimburse for any Southwest Airlines Business Select/Anytime fares nor Early Bird Check-in
fees (nor comparable services on other carriers).
• Other: For incidentals such as, postage; bridge tolls and gratuities other than for meals, receipts for $25 or
more are required. An explanation must be provided on the expense report as to the nature of the expense.

3.2 Revenue Sharing. For any future services that originate from the Workshops and Institutes that are the subject
of this Agreement, Consultant agrees to pay ACSA a 20% commission of gross revenue for new services that occur as
a result of ACSA’s advertisements or other ACSA events. Consultant shall, upon all client in-take, ask all clients how
they learned about Consultant’s services and shall reflect the source of the inquiry as either ACSA advertisements,
ACSA event, Workshop and Institutes, or other.

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
3
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.

_____________________________________ ________________________ 7/18/2018_


Signature of Consultant: Date Margaret Arthofer Date
Association of California School Administrators
Senior Director Ed Services
4
Services Exhibit A
Conditions of Agreement

Clear Administrative Service Credential Local Program Coordinators will:

Section I:

1. Represent the Local Program at the Local Program Coordinator meeting 4 times/year;
2. Recruit, interview and hire Leadership Coaches in a manner consistent with ACSA’s Clear
Administrative Credential Program (CACP)
3. Work with ACSA to provide ongoing support for coaches by building and maintaining a local
program professional learning community for Leadership Coaches;
4. Communicate with participating districts and coaches regarding ACSA Leadership Coach
requirement, procedures, policies, timelines, and program forms/tools;
5. Advice interested CACP candidates on application, program orientation, and credential
recommendation requirements;
6. Match Clear Administrative Credential Candidates to qualified Leadership Coaches;
7. Provide ACSA with all requested local program data, event schedules, and contact information
for districts, coaches, and candidates;
8. Maintain communication and hold regular Leadership Coach meetings (4 minimum);
a. CACP requirements and timelines;
b. Participant progression, graduation, and future projected participants
c. Support, promote, and field questions to/from Leadership Coaches and credential
candidates
d. Ensure Leadership Coaches fully participate in required training
e. Ensure Leadership Coaches participate in ASC program and training evaluations
f. Ensure Leadership Coaches are familiar with CPSEL / elements and enforce the use of
CACP outcomes, tools, resources, and online training
g. Maintain continual focus of coaching sessions on
i. Student learning and achievement
ii. California Professional Standards for Educational Leaders (CPSEL)
9. Maintain Leadership Coach Certification;
10. Activity support and promote participation in coaching-based induction by all new
administrator’s
11. Ensure that all supervisors of coaches participate in surveys, meetings, and maintain contact with
coaches;
12. Provide funding support resources for CACP to districts and candidates;
13. Ensure candidates are oriented and informed of progression toward application of skills,
knowledge, and dispositions required for program outcomes and completion;
14. Regularly access and maintain required CACP tools and assessments using CACP protocol;
a. Coaching Agreement
b. Coaching Logs
c. Individual Leadership and Learning Plan
d. Program Assessments
e. WestEd's Description of Practice
f. Professional Development Log
15. Monitor candidate progress and ensure that CACP candidates meet program goals for Clear ASC
recommendation;

5
16. Communicate progress towards CACP completion to candidate and Leadership Coach on a
regular basis;
17. Notify ACSA office in a timely manner of any concerns in their progress of successful completion
of candidate credential;

18. Inform ACSA Program Office of lack of adequate progress or any extenuating circumstances
related to candidate success and/or coach effectiveness;
19. Make self-available to Leadership Coaches via email and phone;
20. Maintain confidentially in all District, Leadership Coach and Candidate relationships;
21. Ensure that coaching, over time, includes observations of faculty meetings, classroom walk-
through, leadership team meetings in alignment with Individual Induction Plan (IIP); and,
22. 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).
23. Attend Local Program Coordinator Meetings per published schedule
24. 4 Face to Face (will be reimbursed for pre-approved travel only as authorized per section 3.1)
25. Video Conference
26. Local Program Coordinator Retreat (will be reimbursed for pre-approved travel only as authorized per
section 3.1)

Initial contracted pay is based on active coach /candidate numbers of approximately 50 candidates.
Each increase of 10 candidates served by ACSA Local Program Coordinator will be matched by a
commensurate increase in Local Program Coordinator compensation of $250/candidate.

Please note: any work (honorariums) related to research, design and support is covered in your CACP
Advisory Panel contract.

Consultant please initial here that you received and have read the Exhibit A ‘Conditions of
Agreement’ _____________ .

6
ASSOCIATION OF CALIFORNIA SCHOOL ADMINISTRATORS
(ACSA)/FOUNDATION FOR EDUCATIONAL ADMINISTRATION (FEA)
INDEPENDENT CONSULTING AGREEMENT

Name: District: Retired


Title: Co-Consultant
(Bay Area California ACSA Local Program Home #:
Coordinator)
Address: Cell #:
City/State/Zip: Work #:

Email: Tax Id. Number #:

PROGRAM: Clear Administrative Credential Program Local Program Coordinator PROGRAM #: _319_

AGREEMENT DETAILS

To provide INDEPENDENT CONSULTING


COACHING servicesAGREEMENT
SERVICES for: ACSA/FEA Clear Administrative Services Credential
Program_

For the academic years of: 2017 -2018 Contracted Time Period: May 1, 2018 through June 30, 2018

The Clear Administrator Services Program (CACP) Local Program Coordinator services to be provided to the CACP
Director: Sacramento ACSA Bay Area (including Silicon Valley).

At locations: to be determined by Local Program Coordinator and the Clear ASC office.

One year contract total: $1145.83, to be paid upon receipt of invoice.


• Consultant to submit invoice to ACSA for payment on or around; _June 15, 2018

TERMS OF AGREEMENT

This Independent Consulting


COACHING Agreement (this “Agreement”)
SERVICES is made and entered into as of _May 1, 2018 (the “Effective
AGREEMENT
Date”), by and between ASSOCIATION OF CALIFORNIA SCHOOL ADMINISTRATORS, a California nonprofit
public benefit corporation (“ACSA”), and _, a/an _ CACP Local Program Coordinator_
(“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
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.

3.1 Reimbursement for Reasonable Travel Expenses. Consultant shall fill out and submit to ACSA a Travel Expense
Claim form and corresponding receipts for pre-approved travel expenses.
The authorized travel reimbursements under this Agreement are as follows:
• Surface Travel: Most cost-effective option between actual mileage (reimburse at $.575 mile) or economical
rental car plus gasoline.
• Mileage: Mileage will be reimbursed at the rate determined by ACSA and should not exceed the
comparable air travel rate and/or cost of a rental car. Mileage will also be reimbursed to and from the airport
if one does fly.
2
• Meals: $65.00 a day (Breakfast - $15, Lunch - $20, Dinner - $30)
• Lodging: Approximately $150/night or less; High cost counties: Approximately $200/night plus overnight parking.
• Air Travel: Economical internet airfare purchased a minimum of 21 days in advance of presentation date.
ACSA will not reimburse for any Southwest Airlines Business Select/Anytime fares nor Early Bird Check-in
fees (nor comparable services on other carriers).
• Other: For incidentals such as, postage; bridge tolls and gratuities other than for meals, receipts for $25 or
more are required. An explanation must be provided on the expense report as to the nature of the expense.

3.2 Revenue Sharing. N/A

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.

3
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.

_____________________________________ ________________________ 5/16/2018___


Signature of Consultant: Date Margaret Arthofer Date
Association of California School Administrators
Senior Director Ed Services

4
Services Exhibit A
Conditions of Agreement

Clear Administrative Service Credential Local Program Coordinators will:

Section I:

• Represent the Local Program at the Local Program Coordinator meeting 4 times/year;
• Recruit, interview and hire Leadership Coaches in a manner consistent with ACSA’s Clear
Administrative Credential Program (CACP)
• Work with ACSA to provide ongoing support for coaches by building and maintaining a local program
professional learning community for Leadership Coaches;
• Communicate with participating districts and coaches regarding ACSA Leadership Coach requirements,
procedures, policies, timelines, and program forms/tools;
• Advise interested CACP candidates on application, program orientation, and credential
recommendation requirements;
• Match Clear Administrative Credential Candidates to qualified Leadership Coaches;
• Provide ACSA with all requested local program data, event schedules, and contact information for
districts, coaches, and candidates;
• Maintain communication and hold regular Leadership Coach meetings (4 minimum);
o CACP requirements and timelines;
o Participant progression, completions, and future projected participants
o Support, promote, and field questions to and from Leadership Coaches and credential candidates
o Monitor participation of Leadership Coaches in required training and evaluations
o Instruct Leadership Coaches to use the California Professional Standards for Educational Leaders
(CPSEL) elements, tools, resources, and online training
o Maintain continual focus of coaching sessions on
▪ Student learning and achievement
▪ California Professional Standards for Educational Leaders (CPSEL)
• Maintain Leadership Coach Certification;
• Activity support and promote participation in coaching-based induction for all new administrators
• Request all supervisors of candidates to participate in surveys, meetings, and maintain contact with
coaches;
• Provide funding support resources for CACP to districts and candidates;
• Provide candidates with orientation and information of progression toward application of skills,
knowledge, and dispositions required for program outcomes and completion;
• Regularly access and maintain required CACP tools and assessments using CACP protocol;
o Coaching Agreement
o Coaching Logs
o Individual Leadership Learning Goal and Individualized Learning Plan
o Program Assessments (CPSEL Self-Assessment)
o WestEd's Description of Practice
o Professional Development Log
• Monitor candidate progress and ensure that CACP candidates have an opportunity to meet program
goals for Clear ASC recommendation;

5
• Communicate progress towards CACP completion to candidate and Leadership Coach on a regular
basis;
• Notify ACSA credential program office in a timely manner of any concerns in their progress of
successful completion of candidate program outcomes;
• Inform ACSA credential program office of lack of adequate progress or any extenuating circumstances
related to candidate success and/or coach effectiveness;
• Make self-available to Leadership Coaches via email and phone;
• Maintain confidentially in all District, Leadership Coach and Candidate relationships;
• Ensure that coaching, over time, includes observations of faculty meetings, classroom walk-throughs,
leadership team meetings in alignment with candidates Individual Induction Plan (IIP); and,
• Add to the body of knowledge in leadership coaching by being active participant in meetings and in the
development of tools, protocols and resources to benefit the California Network of School Leadership
Coaches (CNET)
• Attend Local Program Coordinator Meetings per published schedule
• 4 Face to Face (will be reimbursed for pre-approved travel only as authorized per section 3.1)
• Video Conference
• Local Program Coordinator Retreat (will be reimbursed for pre-approved travel only as authorized
per section 3.1)

This is a shared contract and the consultant’s Betsy Warren and George Manthey will work together to
determine the division of responsibilities listed above.

Initial contracted pay is based on active coach /candidate numbers of approximately 50 candidates.
Each increase of 10 candidates served by ACSA Local Program Coordinator will be matched by a commensurate
increase in Local Program Coordinator compensation of $250/candidate.

Please note: any work (honorariums) related to research, design and support is covered in your CACP Advisory
Panel contract.

Consultant please initial here that you received and have read the Exhibit A ‘Conditions of Agreement’ _______
.

6
ASSOCIATION OF CALIFORNIA SCHOOL ADMINISTRATORS
(ACSA)/FOUNDATION FOR EDUCATIONAL ADMINISTRATION (FEA)
INDEPENDENT CONSULTING AGREEMENT

Name: District: Retired


Title: Co-Consultant (75%)
(Bay Area California ACSA Local Program Home #:
Coordinator )
Address: Cell #:
City/State/Zip: Work #:

Email: Tax Id. Number #:

PROGRAM: Clear Administrative Credential Program Local Program Coordinator PROGRAM #: _319_

AGREEMENT DETAILS

To provide INDEPENDENT CONSULTING


COACHING servicesAGREEMENT
SERVICES for: ACSA/FEA Clear Administrative Services Credential
Program_

For the academic years of: 2018 -2019 Contracted Time Period: July 1, 2018 through June 30, 2019

The Clear Administrator Services Program (CACP) Local Program Coordinator services to be provided to the CACP
Director: Sacramento ACSA Bay Area (including Silicon Valley).

At locations: to be determined by Local Program Coordinator and the Clear ASC office.

One year contract total: $20,625.00, to be paid in two installments of $10,312.50 , upon receipt of invoice.
• Consultant to submit invoice to ACSA for payment on or around; _January 1, 2019 and June 1, 2019

TERMS OF AGREEMENT

This Independent Consulting


COACHING Agreement (this “Agreement”)
SERVICES is made and entered into as of _July 1, 2018 (the “Effective
AGREEMENT
Date”), by and between ASSOCIATION OF CALIFORNIA SCHOOL ADMINISTRATORS, a California nonprofit
public benefit corporation (“ACSA”), and _, a/an _ CACP Local Program Coordinator_
(“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
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.

3.1 Reimbursement for Reasonable Travel Expenses. Consultant shall fill out and submit to ACSA a Travel Expense
Claim form and corresponding receipts for pre-approved travel expenses.
The authorized travel reimbursements under this Agreement are as follows:
• Surface Travel: Most cost-effective option between actual mileage (reimburse at $.575 mile) or economical
rental car plus gasoline.
• Mileage: Mileage will be reimbursed at the rate determined by ACSA and should not exceed the
comparable air travel rate and/or cost of a rental car. Mileage will also be reimbursed to and from the airport
if one does fly.
2
• Meals: $65.00 a day (Breakfast - $15, Lunch - $20, Dinner - $30)
• Lodging: Approximately $150/night or less; High cost counties: Approximately $200/night plus overnight parking.
• Air Travel: Economical internet airfare purchased a minimum of 21 days in advance of presentation date.
ACSA will not reimburse for any Southwest Airlines Business Select/Anytime fares nor Early Bird Check-in
fees (nor comparable services on other carriers).
• Other: For incidentals such as, postage; bridge tolls and gratuities other than for meals, receipts for $25 or
more are required. An explanation must be provided on the expense report as to the nature of the expense.

3.2 Revenue Sharing. N/A

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.

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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.

_____________________________________ ________________________ 5/16/2018____


Signature of Consultant: Date Margaret Arthofer Date
Association of California School Administrators
Senior Director Ed Services

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Services Exhibit A
Conditions of Agreement

Clear Administrative Service Credential Local Program Coordinators will:

Section I:

• Represent the Local Program at the Local Program Coordinator meeting 4 times/year;
• Recruit, interview and hire Leadership Coaches in a manner consistent with ACSA’s Clear
Administrative Credential Program (CACP)
• Work with ACSA to provide ongoing support for coaches by building and maintaining a local program
professional learning community for Leadership Coaches;
• Communicate with participating districts and coaches regarding ACSA Leadership Coach requirements,
procedures, policies, timelines, and program forms/tools;
• Advise interested CACP candidates on application, program orientation, and credential
recommendation requirements;
• Match Clear Administrative Credential Candidates to qualified Leadership Coaches;
• Provide ACSA with all requested local program data, event schedules, and contact information for
districts, coaches, and candidates;
• Maintain communication and hold regular Leadership Coach meetings (4 minimum);
o CACP requirements and timelines;
o Participant progression, completions, and future projected participants
o Support, promote, and field questions to and from Leadership Coaches and credential candidates
o Monitor participation of Leadership Coaches in required training and evaluations
o Instruct Leadership Coaches to use the California Professional Standards for Educational Leaders
(CPSEL) elements, tools, resources, and online training
o Maintain continual focus of coaching sessions on
▪ Student learning and achievement
▪ California Professional Standards for Educational Leaders (CPSEL)
• Maintain Leadership Coach Certification;
• Activity support and promote participation in coaching-based induction for all new administrators
• Request all supervisors of candidates to participate in surveys, meetings, and maintain contact with
coaches;
• Provide funding support resources for CACP to districts and candidates;
• Provide candidates with orientation and information of progression toward application of skills,
knowledge, and dispositions required for program outcomes and completion;
• Regularly access and maintain required CACP tools and assessments using CACP protocol;
o Coaching Agreement
o Coaching Logs
o Individual Leadership Learning Goal and Individualized Learning Plan
o Program Assessments (CPSEL Self-Assessment)
o WestEd's Description of Practice
o Professional Development Log
• Monitor candidate progress and ensure that CACP candidates have an opportunity to meet program
goals for Clear ASC recommendation;

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• Communicate progress towards CACP completion to candidate and Leadership Coach on a regular
basis;
• Notify ACSA credential program office in a timely manner of any concerns in their progress of
successful completion of candidate program outcomes;
• Inform ACSA credential program office of lack of adequate progress or any extenuating circumstances
related to candidate success and/or coach effectiveness;
• Make self-available to Leadership Coaches via email and phone;
• Maintain confidentially in all District, Leadership Coach and Candidate relationships;
• Ensure that coaching, over time, includes observations of faculty meetings, classroom walk-throughs,
leadership team meetings in alignment with candidates Individual Induction Plan (IIP); and,
• Add to the body of knowledge in leadership coaching by being active participant in meetings and in the
development of tools, protocols and resources to benefit the California Network of School Leadership
Coaches (CNET)
• Attend Local Program Coordinator Meetings per published schedule
• 4 Face to Face (will be reimbursed for pre-approved travel only as authorized per section 3.1)
• Video Conference
• Local Program Coordinator Retreat (will be reimbursed for pre-approved travel only as authorized
per section 3.1)

This is a shared contract and the consultant’s Betsy Warren and George Manthey will work together to
determine the division of responsibilities listed above.

Initial contracted pay is based on active coach /candidate numbers of approximately 50 candidates.
Each increase of 10 candidates served by ACSA Local Program Coordinator will be matched by a commensurate
increase in Local Program Coordinator compensation of $250/candidate.

Please note: any work (honorariums) related to research, design and support is covered in your CACP Advisory
Panel contract.

Consultant please initial here that you received and have read the Exhibit A ‘Conditions of Agreement’ _______
.

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