The purpose of this Agreement is to establish the services of Independent Contractor to the University of La Verne on

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1 THIS AGREEMENT is made by and between UNIVERSITY OF LA VERNE ( University ) and. Independent Contractor In consideration of the mutual promises and covenants contained herein, the parties are agreed as follows: The purpose of this Agreement is to establish the services of Independent Contractor to the University of La Verne on. Today s Date and Time The services shall be provided at the University of La Verne, 1950 Third St., La Verne, CA or at such location as the University may specify in writing as set forth in Section 1 below. CONTRACTOR S CONTACT INFORMATION: Business name: Permanent address: Legal name: address: Federal ID number or Phone number: Social Security Number: Licenses/certifications required: FAX Phone number: If licenses or certifications are required, Contractor shall provide to the University Contact identified below a copy of all applicable licenses/certifications before providing the Services, and Contractor shall maintain them in good standing throughout this Term of the Agreement. 1. TERM: The date(s) of the service shall be from to. Location of service:. University Contact: Phone: CONDITIONS: This agreement shall not exceed $25,000 in value and the scope of service must be clearly defined and explained in Section 14 (Scope of Service). If necessary, attach proposals or bids submitted by the Independent Contractor for review to the Department Representative at the University who is requesting the services from the Independent Contractor. 3. PAYMENT: (A) Payment will be in the form of a check issued by University of La Verne. Payment will be in the sum of $, and is to be paid on or before. (No advance payments or deposits will be made unless the University has agreed in writing by an Authorized Representative of the University). Request for Payment shall be submitted to the University Contact in Section 1 with such required information that sets forth the date services were performed and any additional information, including materials, documents, writings or photographs or images that may be required by this Agreement. (B) Method and Time of Payment: To be paid, Contractor must submit an itemized invoice referencing a valid purchase order number. The invoice must specify the services provided, which must match the description in Paragraph 2.1; the dates of and work performed during the billing period; and the specific dollar amount. Contractor shall be paid at the end of the Term. Invoices must specify the actual work performed. 4. INDEMNIFICATION: The contractor hereby on behalf of itself, any assignees, agents, executors, and heirs, release, indemnify, and hold harmless the University, and its trustees, officers, agents and employees from any and all liability, damage, claim of any nature whatsoever arising out of or in any way related to your work at the University. You are an independent contractor and are not an employee/s of University of La Verne. 1

2 5. CONTRACTOR S CERTIFICATION: Contractor certifies that it is an independent contractor; provides Services to other customers; maintains insurance; sets its own priorities on time and hours of work; provides its own supplies; and determines the means of delivering Services. In performing the services designated here, Contractor agrees it is responsible for their belongings. University is not responsible for contractor items that are lost, stolen or damaged while traveling to and from and while on any of the campuses of the University of La Verne. 6. HOLD HARMLESS: The contractor further states that it is cognizant of all the inherent dangers and risks involved in this activity including bodily injury. Contractor agrees to perform and discharge all obligations as an independent contractor under any and all laws, whether existing or in the future, in any way pertaining to the engagement hereunder, including but not limited to social security laws, workers compensation insurance, income taxes or contributions, and public liability insurance. 7. COMPLIANCE WITH LAWS AND UNIVERSITY REGULATIONS: All work will be in compliance with all state and federal safety and building regulations and codes. Contractor understands that it is subject to regulations and policies of the University of La Verne, laws of the United States, and laws of the state of California and that in event of violation of these, or behavior which is considered to be detrimental to students, or the University, the University shall have the right to dismiss the contractor without prior notice. 8. RIGHTS INFRINGEMENT: Contractor represents that in performing its work under the terms of this Agreement, it is not infringing on the property right, copyright, patent right, or any other right of anyone else; and if any suit is brought or a claim made by anyone, that anything in connection with the ownership or the presentation of said act or appearance is an infringement on the property right, copyright, or patent right, contractor will indemnify the University against loss damage, cost, attorney's fees or other loss whatsoever. 9. INSURANCE: (A) Contractor shall maintain for the duration and term of this Agreement written evidence of general liability, automobile liability, workers compensation, and such other insurance as is necessary to protect against claims for damages to University of La Verne students, staff or property which may arise from or in connection with the performance of services under this Agreement. Refer to Appendix A for coverage requirements. Contractor shall provide the University certificates of insurance, including endorsement(s) naming the University of La Verne as an additional insured. The Office of Risk Management for the University of La Verne shall maintain certificates of insurance that includes the minimum insurance coverage s that are required by the scope of services to be provided by this Agreement. Certificates of Insurance shall be sent to Risk Management at riskmanagement@laverne.edu or faxed to (909) (B) Should Contractor subcontract any portion of its Work, Contractor shall require such Person to purchase and maintain insurance coverage of the same type, requirements, and limits as provided in this section prior to commencing work. 10. APPLICABLE LAW/REMEDIES. This Contract shall be governed by the laws of the State of California. The parties shall have all remedies available by law or in equity. 11. FORCE MAJEURE: The contract shall not be cancelled for any reason other than an act of God or the mutual consent of the parties upon fifteen (15) calendar day s written notice. 2

3 12. PROPERTY RIGHTS: Contractor and the University agree that the University shall retain ownership in the rights to any materials, creative works, research data, reports, designs, recordings, graphical representations, or works of similar nature (Works) to be delivered under this Agreement. Contractor agrees that the Works are works for hire and assigns all of the Contractor s right, title, and interest to the University. 13. WHOLE AGREEMENT: This agreement constitutes the entire understanding and agreement of the parties. It integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. To the extent there is any conflict or discrepancy between the Independent Contractor Agreement and the proposal or bids submitted as attachments by the Contractor, the Independent Contractor Agreement shall take precedence and shall govern. 14. SCOPE OF SERVICE: (For additional space, see Appendix B and Attach Contractor s proposal or bid if necessary) 15. ASSIGNMENT: Contractor shall not assign this Agreement without the University s prior written approval. 16. FERPA: If Contractor has access to students' educational records in the providing of services under this Agreement, Contractor shall limit its access, including such access to any employees of Contractor, to the records to those persons for whom access is essential to the performance of this contract. At all times during this contract, Contractor shall comply with the terms of the Family Educational Rights and Privacy Act of 1974, as amended, in all respects. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date below. By: University of La Verne, Authorized Signer Date: By: Date: Contractor 3

4 APPENDIX A INSURANCE The standard insurance policies and related coverage that are required are as follows; however, greater coverage may be required depending on the nature and scope of the work being performed. Lesser coverage will only be allowed upon written approval of the University of La Verne. TYPES OF COVERAGE AND LIMITS Commercial General Liability: $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, property damage, personal injury, products and completed operations, and blanket contractual coverage, including but not limited to, the liability assumed under the indemnification provisions of this Contract. In addition, the following insurance coverage is required unless waived in writing by the University and will be dependent on the scope of service provided and the manner on which services are provided: Auto Liability: $1,000,000 per accident for bodily injury and property damage Workers Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer s Liability Insurance with limit of no less than $1,000,000 per occurrence for bodily injury and disease and $1,000,000 aggregate per policy period of one year. If operating as a Sole Proprietor and no Workers Compensation coverage will be evidenced, an Exception to Worker s Compensation Coverage form will be required. Professional Liability: Also known as Error & Omissions. If the scope of service involves professional services from an architect, attorney, engineer, or other professional services provider, a limit of $1,000,000 per occurrence for each claim and $2,000,000 policy aggregate. If the insurance is written on a claims-made form, tail coverage is required for three years following termination of this agreement. ENDORSEMENTS Additionally Insured: Under the coverages of General Liability, the following should be contained in the memo field of the certificate of insurance: It is agreed that the Certificate Holder, University of La Verne, its trustees, officers, employees, faculty, and volunteers are included as an Additional Insured, as its interest may appear, as respects to operations of the Named insured for services rendered to the Certificate Holder. Primary and non-contributory: The following should be contained in the memo field: It is agreed that the insurance provided by contractor or vendor is primary and non-contributory to any insurance maintained by the University of La Verne. Notice of Cancellation: Each insurance policy shall state that coverage shall not be cancelled or reduced except with written notice to the University of La Verne within 30 days. Claims Made Policy: If any insurance policies are written on a claims made basis, coverage shall extend for three years past completion and acceptance of the Contractor s work or services and must be evidenced by annual certificates of insurance. The insurance policies shall be endorsed stating that they shall not expire, be cancelled, suspended, voided or materially changed without 30 days written notice by certified mail to the University of La Verne Risk Manager. Waiver of Subrogation: Contractor and Contractor s Insurance Carrier hereby agrees to waive right of recovery for any and all losses or claims by providing a waiver of subrogation. The language should read as follows: Waiver of Subrogation included is in favor of the University of La Verne, its officers, officials, employees, and volunteers for general liability, auto liability, and workers compensation. THE CERTIFICATE AND ENDORSEMENTS MUST ALSO COMPLY WITH THE FOLLOWING: Certificate Holder: University of La Verne, Attn: Risk Management, 1950 Third Street, La Verne, CA Insurer s Rating: The insurance is issued by a company authorized to do business in the State of California with an A.M. Best rating of A:VII or better. 4

5 Insurance shall be on file prior to commencement of services APPENDIX B SCOPE OF SERVICES 14. SCOPE OF SERVICES (CONTINUED): (Attach Contractor s proposal or bid if necessary) 5