INSTRUCTIONS FOR AGREEMENTS WITH AN INDEPENDENT CONTRACTOR (IC)

Transcription

1 INSTRUCTIONS FOR AGREEMENTS WITH AN INDEPENDENT CONTRACTOR (IC) Preparation and Submittal of Independent Contractor Agreement (ICA): All of the information referenced in this Agreement is required from the Independent Contractor (IC) before the contract will be officially agreed upon. 1. Independent Contractor Agreement with Purchase Order Requisition form. IC signs the attached ICA, ICA is attached to PReq routed through approval process. 2. Written Scope of Work. The IC agrees to the scope of work set forth in section 25 or Attachment A of the ICA. 3. Vendor Information Form. IC s that are doing business with the District for the first time must complete the Vendor Information Form, Attachment B of the ICA. [Note: Attachment B is not attached] 4. W9. The IC must complete and turn in a W9 or have a current one on file with the District Purchasing department, Attachment C of the ICA. [Note: Attachment C is not attached] 5. Proof of Insurance. Certificates of Insurance shall be provided to the District in accordance with section 4 and as requested. 6. Packet should include: Signed contract, W-9 form, Vendor Information Form (if new vendor) Scope of Work, Purchase Order Requisition Form & Insurance Forms as needed. Notice to begin Work. The IC may not begin working without an executed contract signed by the District and a Cabrillo College Purchase Order signed by Purchasing. **Important Notice**. Contracts that exceed $92, in a fiscal year (7/1-6/30) must be approved in advance by Cabrillo College Governing Board before work can begin.

2 AGREEMENT WITH AN INDEPENDENT CONTRACTOR/PERSONAL SERVICE CONTRACT Agreement is entered into this day of 20, by and between (referred to as District ) and (referred to as Contractor ) for the scope of work described as: (as more fully described in section 25 or Attachment A). Contract documents under this Agreement consists of this description of conditions and the nature of services to be provided, accompanied by authorized signatures of the parties and any other attached specifications, drawings, specific or general conditions, or attachments intended to be included in the Agreement. 1. The Term of this Agreement shall be from to subject to the provisions of section 16 of this Agreement. 2. Relationship of the Parties Contractor shall at all times be an independent contractor and not an employee, agent, officer or representative of the District. Contractor or its employees are not entitled to benefits of any kind or nature normally provided to employees of the District. 3. STRS/PERS Retiree: It is the responsibility of Contractor to provide the District with a statement indicating if s/he is a retired member of the State Teachers Retirement System or the Public Employees Retirement System of the State of California. This is to ensure retirement benefits are not jeopardized. 4. Insurance Acceptance of this Agreement constitutes that Contractor is not covered under District s general liability insurance and that Contractor agrees, during the term of this Agreement, to maintain, at the Contractor s sole expense, all necessary insurance for its officers, agents, and employees, including but not limited to workers compensation (if required by law), liability, disability, and unemployment insurance. Certificates of insurance shall be provided to District. Specifically, during the term of this Agreement, Contractor shall maintain in full force and effect the kinds of insurance, containing the limits of liability set forth below: a. Workers Compensation Contractor shall comply with the workers compensation law of the state wherein the services are to be rendered. Such policy shall provide coverage for all persons engaged in the activities described in this Agreement under the employ, supervision or control of Contractor. PAGE 1 of 8

3 b. General Liability - The policy shall contain a combined single limit of liability of not less than $1,000,000 per occurrence. c. Automobile Liability - If automotive vehicles are operated by Contractor in Contractor s performance of Contractor s obligations under this Agreement, Contractor shall maintain an automobile liability policy which shall include coverage on all owned, non-owned and hired vehicles and shall have a minimum limit of liability of not less than $500,000 per occurrence. Coverage shall be placed with an insurer having a Best s Key Rating of A- or better. Contractor shall furnish the District with Certificates of Insurance evidencing such coverage. Such Certificate shall name the District as additional insured, and provide that it can be cancelled only with thirty (30) days prior written notice to the District. If any of the foregoing coverages expire, change, or are cancelled, Contractor shall notify the District within thirty (30) days prior to the effective date of such expiration, change or cancellation. The following sentence shall be included in the additional insured endorsements: Cabrillo Community College District, its Governing Board, as individuals and as an entity, its officers, directors, employees, and volunteers, are included as additional insured, with respect to all work performed by or on behalf of the named insured under its contract with the Certificate Holder. 5. Indemnification District Indemnification of Contractor. District shall indemnify, defend, and hold harmless Contractor, its officers, agents, and employees from and against any claim, liability, loss, injury, or damage imposed on Contractor in connection with Contractor s performance of this Agreement arising out of the negligent or willful misconduct of District or its trustees, officers, directors, employees or agents, except for liability resulting from the negligent or willful misconduct of Contractor, its officers, agents, or employees. If obligated to indemnify, defend, or hold harmless Contractor under this Agreement, District shall reimburse Contractor for all costs, attorney s fees, expenses, and liabilities associated with any resulting legal action. District shall seek Contractor approval of any settlement that could adversely affect Contractor, its officers, agents, or employees. Contractor Indemnification of District. Contractor shall indemnify, defend, and hold harmless District, its trustees, officers, agents, and employees from and against any claim, liability, loss, injury, or damage imposed on District in connection with Contractor s performance of this Agreement arising out of the negligent or willful misconduct of Contractor or its trustees, officers, directors, employees or agents, except for liability resulting from the negligent or willful misconduct of District, its trustees, officers, agents, or employees. If obligated to indemnify, defend, or hold harmless District under this Agreement, Contractor shall reimburse District for all costs, attorney s fees, expenses, and liabilities associated with any resulting legal action. Contractor shall seek District approval of any settlement that could adversely affect District, its trustees, officers, agents, or employees. 6. Nonassignability: Contractor shall not assign performance under this Agreement or any portion thereof to a third party without the prior written consent of District. Any attempted assignment without such prior written consent in violation of this section shall automatically terminate this Agreement. PAGE 2 of 8

4 7. Copyright Contractor hereby acknowledges that any work product belongs to District and that any intellectual property, copyright, patent, trademark, or servicemark created, developed, or produced pursuant to this Agreement shall be work for hire and all rights, title, and interest in it shall belong to District unless otherwise agreed to by District in writing. Contractor shall refrain from disclosing any versions of work product, plans, and specifications to any third party without first obtaining written permission of District. Contractor performing copyrighted musical or literary works is responsible for securing the necessary permission or pay any royalties or fees required to perform such works. 8. Equipment and Facilities Contractor will provide all necessary equipment and facilities to render Contractor services pursuant to this Agreement unless the parties to this Agreement specifically agree in writing that said equipment and facilities will be provided in a different manner. 9. Non-Discrimination Contractor shall not illegally discriminate in either the provision of service, or in employment against any person because of sex, race, disability, national origin, veteran s status, sexual preference or religion, and agrees to comply with all applicable federal and state laws, rules, regulations, and executive orders relating to non-discrimination, equal employment opportunity, and affirmative action. 10. Attorney Fees If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney s fees in addition to any other relief to which prevailing party may be entitled. 11. Compliance with Applicable Laws Contractor shall be subject to and shall comply with all Federal, State and local laws and regulations applicable with respect to its performance of services under this Agreement. 12. Governing Law The validity of this Agreement and any of its terms or provisions as well as the rights and duties of the parties hereunder shall be governed by the laws of the State of California. 13. Contact with Students Contractor certifies that no employee or agent, nor contractor himself or herself, who has a record of conviction for a serious or violent felony will perform services under this Agreement which permit or require them to come in contact with students unless District first receives notice from Contractor and District grants written permission under defined conditions. A background check is required upon the request of the District. 14. Withholding District shall not withhold or set aside any money on behalf of the Contractor for federal income tax, state income tax, social security tax, unemployment insurance, disability insurance or any other federal or state fund whatsoever. It shall be the sole responsibility of Contractor to account for all of the above, and Contractor shall indemnify and hold the District harmless therefrom. The provisions of this section PAGE 3 of 8

5 shall not apply if it is determined by District that payment must be made through Payroll in compliance with IRS guidelines. 15. Changes or Alterations This Agreement may be modified or amended at any time by written mutual agreement of the parties. No changes, alterations or variations of any kind to this Agreement are authorized without the written consent of the District. Only the District President, Vice President of Administrative Services, Director of Purchasing & Contracts, or Director of the Business Services Office, within their authority, as defined by District policy, may authorize extra and/or changed work. The parties expressly recognize that other district personnel are without authorization to either order extra and/or changed work or waive contract requirements, and the Contractor, after any unauthorized extra work, shall be entitled to no compensation whatsoever for the performance of such work. 16. Termination District may terminate this Agreement and be relieved of the payment of any consideration to Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, District may proceed with the work in any manner deemed proper by the District. The cost to District shall be paid by Contractor by demand. In addition, the District may terminate this Agreement for the District s convenience and without fault, neglect, or default on the part of the Contractor. In the event this Agreement is terminated for convenience, the District shall pay the Contractor the actual direct costs incurred up to the time of termination, but not to exceed the contract amount. 17. Severability In the event any portion of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed void and the remainder of this Agreement shall continue in full force and effect. 18. Contractor Information Contractor Name: Mailing Address: Business Phone: Fax: *Contractor must provide a W-9 (attached) Are you a current or former employee of the District? If yes, date last worked? YES NO Are you related to any employee (s) of the District? If yes, please identify the individuals (s) YES NO PAGE 4 of 8

6 19. Payment: Total cost of this Agreement shall not exceed $ Contractor shall be paid as follows: a) Fixed fee to be paid for all described services. b) Other billing rate: $ per (hour, day, etc.). c) If Contractor is to be reimbursed for expenses, describe these expenses below and state the maximum amount to be paid in addition to contract fee above $ Note: Travel and other expenses must be reimbursed in conformance with rates applicable to District employees. 20. Payment terms: Unless specified otherwise in this section Contractor shall invoice on a monthly basis and payment terms are Net 30 days, computed from the date of receipt of correct and proper invoice prepared in accordance with the terms of this Agreement. Invoice must specify the services provided, the dates of work, and the specific dollar amount billed under terms of the consulting agreement. Invoices should be sent to the District Project Administrator for approval. District Project Administrator will review and submit approved invoice to accounting for payment. 21. Reporting of Payments Payments to Contractor pursuant to this Agreement will be reported to Federal and State taxing authorities as required by law. 22. Payment of Prevailing Wage Requirements for Public Works Project Services Except for projects of $1,000 or less, if Contractor provides public works project services (such as carpet laying or building alteration, demolition or repair), Contractor shall pay all workers under this Agreement the prevailing wage pursuant to California Labor Code, Sections 1770 through As of April 1, 2015, if Contractor is to provide any Public Works Project Services under this contract, Contractor must be registered with California State, Department of Industrial Relations. 23. District obligations other than payment, if any: 24. Entire Agreement This Agreement with an Independent Contractor/Personal Service Contract contains the entire agreement between the parties and supersedes all prior written or oral agreements with respect to the subject matter herein. Any modifications to the contract require mutual agreement by both parties and may be amended only by a written amendment executed by both parties to the Agreement, per section 15 of this Agreement. PAGE 5 of 8

7 25. Description of Services to be provided (insert here or Attach as Attachment A. If attached, Attachment A is hereby incorporated into this contract): (Agreement continues on the next page) PAGE 6 of 8

8 Signatures: Contractor I agree to perform the services described in this Agreement for the payment indicated within the specifications, terms, & condition and that I am of legal age to enter into this Agreement. By: Contractor Cabrillo Community College District: By: Governing Board Authorized Contract Signer Michael Robins, Director of Purchasing, Contracts and Risk Management Cabrillo Internal Approvals: By: Vice President Approval (Reviewed By) Dean or Director Approval (Reviewed By) Project Coordinator (Initiated By) Purchase Order Number: PAGE 7 of 8

9 SCOPE OF WORK FORM (ATTACHMENT A TO CONTRACT) PAGE 8 of 8