Heartland Charter School’s Governing Board reviewed a Vendor Agreement template Sept. 27, 2019, that would govern the provision of vendor-delivered enrichment services. The template spells out the term, termination rights, scope of services, invoicing procedures, background-check and safety requirements, insurance limits and indemnification obligations.

Key contract terms in the template include an effective term dated Aug. 1, 2019, through June 30, 2020, and a termination clause that allows the vendor to terminate for cause with 60 days’ written notice while allowing the school to terminate at any time, with or without cause, with same-day written notice. The agreement requires vendors to perform only after issuance of an “Enrichment Certificate,” and states the school will endeavor to pay undisputed invoice amounts within 30 days.

The template imposes a 12-hour-per-week limit on services a vendor may provide to any school student under the agreement and prohibits a vendor from providing services to relatives of the vendor or to a vendor’s employee. It requires vendors to obtain criminal background checks through the Department of Justice in accordance with Education Code §45125.1 for anyone working directly with students, and indicates background-check costs are the vendor’s responsibility.

Insurance and indemnity provisions require vendors to maintain general liability insurance with minimum limits of $1,000,000 per occurrence, $2,000,000 general aggregate and $500,000 personal & advertising injury, and to name Heartland Charter School as an additional insured. The template also requires vendors to indemnify and defend the school to the maximum extent allowed by law for claims arising from the vendor’s performance.

The Vendor Agreement includes an Exhibit A for detailed services and pricing, but the template provided to the board left Exhibit A blank. The template also states that vendors must submit itemized invoices after completing services and that School does not pay for services in advance. A cancellation and refund policy in Exhibit A (shown in the template) permits students to cancel or reschedule with 24-hour notice and provides a full refund for cancellations.

There is no recorded formal vote or motion in the provided meeting materials on adoption or modification of the Vendor Agreement template.