Fillable Printable Sample Agreement for Contractor Services
Fillable Printable Sample Agreement for Contractor Services
Sample Agreement for Contractor Services
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SAMPLE AGREEMENT FOR
CONTRACTOR SERVICES
THIS AGREEMENT for construction services ("Agreement") is made as of the
Agreement Date set forth below by and between the County of Yuba, a political subdivision of
the State of California ("the COUNTY"), and
______________
"CONTRACTOR"
In consideration of the Services to be rendered, the sums to be paid, and each and every
covenant and condition contained herein, the parties hereto agree as follows:
OPERATIVE PROVISIONS
1. SERVICES.
The CONTRACTOR shall provide those services described in Attachment "A",
Provision A-1. CONTRACTOR shall provide said services at the time, place and in the manner
specified in Attachment "A", Provisions A-2 through A-3.
2. TERM.
Commencement Date: 12/16/09
Termination Date: 1/31/09
The term of this Agreement shall become effective on December 16, 2009, and shall
continue in force and effect for a period of forty-five day(s), unless sooner terminated in
accordance with the terms of this Agreement.
CONTRACTOR understands and agrees that there is no representation, implication, or
understanding that the services provided by CONTRACTOR pursuant to this Agreement will be
purchased by COUNTY under a new agreement following expiration or termination of this
Agreement, and CONTRACTOR waives all rights or claims to notice or hearing respecting any
failure to continue purchase of all or any such services from CONTRACTOR.
3. PAYMENT.
COUNTY shall pay CONTRACTOR for services rendered pursuant to this Agreement at
the time and in the amount set forth in Attachment "B". The payment specified in Attachment
"B" shall be the only payment made to CONTRACTOR for services rendered pursuant to this
Agreement. CONTRACTOR shall submit all billings for said services to COUNTY in the
manner specified in Attachment "B".
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4. FACILITIES, EQUIPMENT AND OTHER MATERIALS AND OBLIGATIONS
OF COUNTY.
CONTRACTOR shall, at its sole cost and expense, furnish all facilities, equipment, and
other materials which may be required for furnishing services pursuant to this Agreement, unless
an exception to this requirement is provided in Attachment "A", Provision A-4.
5. ADDITIONAL PROVISIONS.
Those additional provisions unique to this Agreement are set forth in Attachment "C".
6. GENERAL PROVISIONS.
The general provisions set forth in Attachment "D" are part of this Agreement. Any
inconsistency between said general provisions and any other terms or conditions of this
Agreement shall be controlled by the other term or condition insofar as it is inconsistent with the
general provisions.
7. DESIGNATED REPRESENTATIVES.
The COUNTY’S Purchasing Agent, is the designated representative of the COUNTY and
will administer this Agreement for the COUNTY. ________________ is the authorized
designated representative for CONTRACTOR. Changes in designated representatives shall
occur only by advance written notice to the other party.
8. ATTACHMENTS.
All attachments referred to herein are attached hereto and by this reference incorporated
herein. Attachments include:
Attachment A - Services
Attachment B - Payment
Attachment C - Additional Provisions
Attachment D - General Provisions
Attachment E – Insurance Provisions
9. TERMINATION. COUNTY and CONTRACTOR shall each have the right to
terminate this Agreement upon ten (10) days written notice to the other party.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on ___________________________, 2009.
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"COUNTY" "CONTRACTOR"
COUNTY OF YUBA
_______________________ _______________________
Doug McCoy, ,
Purchasing Agent Owner
INSURANCE PROVISIONS APPROVED
______________________
Martha Wilson,
Risk Manager
APPROVED AS TO FORM
_________________________
Angil Morris-Jones,
County Counsel
Attachment A - Page 1 of 1
ATTACHMENT A
A.1 SCOPE OF SERVICES AND DUTIES.
The services to be provided by CONTRACTOR and the scope of CONTRACTOR's
duties include the following:
A.1.1. Inspection and abatement of South Annex Building (approx. 37,679 sq ft.)
A.1.2. Abatement must include the collection and disposal of all asbestos
containing and contaminated materials and subsequent cleaning of contaminated
areas as required by law to demolish building.
A.1.3. Abatement, collection and disposal must be performed in accordance with
all applicable laws. Vendor is solely responsible for knowledge of and compliance
to all applicable laws and regulations.
A.1.4. Secure all required permits and notifications as required by law. All fees
for such permits and notifications are the responsibility of the CONTRACTOR.
CONTRACTOR shall provide copies of all such permits and notifications to
COUNTY.
A.1.4. Provide site security during abatement operations.
A.2. TIME SERVICES RENDERED.
The services will be provided on such dates and at such times as specified by the COUNTY.
Specific date(s) to be mutually agreed upon by the COUNTY and CONTRACTOR.
A.3. MANNER SERVICES ARE TO BE PERFORMED.
As an independent Contractor, CONTRACTOR shall be responsible for providing
services and fulfilling obligations hereunder in a professional manner. COUNTY shall not
control the manner of performance.
A.4. FACILITIES FURNISHED BY COUNTY.
CONTRACTOR shall, at his/her sole cost and expense, furnish all facilities, equipment,
and other materials which may be required for furnishing services pursuant to this Agreement.
Attachment B - Page 1 of 1
COUNTY OF YUBA
ATTACHMENT B
PAYMENT
COUNTY shall pay CONTRACTOR as follows:
B.1 BASE CONTRACT FEE. COUNTY shall pay CONTRACTOR a contract fee not to
exceed _____________ ($ ); CONTRACTOR shall submit requests for payment after
completion of services or no later than the tenth (10th) day of the month following provision of
services. In no event shall total compensation paid to CONTRACTOR under this Provision B.1
exceed _______________ ($ ) without a formal written amendment to this Agreement
approved by the COUNTY.
B.2 TRAVEL COSTS. COUNTY shall not pay CONTRACTOR for meals, lodging or
other travel costs not included in this Agreement unless said costs are approved in advance by
the COUNTY representative (Operative Provision 7) and then COUNTY shall pay COUNTY’S
per diem rates in effect on the date of invoice upon presentation of invoices.
B.3 AUTHORIZATION REQUIRED. Services performed by CONTRACTOR and not
authorized in this Agreement shall not be paid for by COUNTY. Payment for additional services
shall be made to CONTRACTOR by COUNTY if, and only if, this Agreement is amended by
both parties in advance of performing additional services.
Attachment C - Page 1 of 1
ATTACHMENT C
OTHER TERMS
C.1 FUNDING. CONTRACTOR and COUNTY agree that this Agreement will be null, void and
not enforceable if all or part of the funds secured by COUNTY for the purposes of this Agreement
are not made available to COUNTY. If this provision is invoked, COUNTY shall be liable for work
already completed by CONTRACTOR at contracted rates.
C.2 FORCE MAJEURE. Neither party shall be liable in damages or have the right to
terminate this Agreement for any delay or default in performing hereunder if such delay or
default is caused by conditions beyond its control including, but not limited to Acts of God,
Government restrictions (including the denial or cancellation of any export or other necessary
license), wars, insurrections and/or any other cause beyond the reasonable control of the party
whose performance is affected.
C.3 LAW, POLICY AND PROCEDURES, LICENSES, AND CERTIFICATES.
CONTRACTOR agrees to administer this Agreement in accordance with all applicable
local, county, state, and federal laws, rules, and regulations applicable to their operations.
CONTRACTOR shall further comply with all laws including, but not limited to, those relevant
to wages and hours or employment, occupational safety, fire safety, health, sanitation standards
and directives, guidelines, and manuals related to this Agreement. All issues shall be resolved using
reasonable administrative practices and judgment. CONTRACTOR shall keep in effect all
licenses, permits, notices, and certificates required by law and by this Agreement.
C.4 RECORDS. CONTRACTOR agrees to maintain and preserve, and to be subject to
examination and audit for a period of three (3) years after termination of agreement to the
COUNTY’s Auditor and/or to any duly authorized fiscal agent of the COUNTY, any books,
documents, papers, and records of CONTRACTOR which are relevant to this Agreement for
the purpose of making an audit, or an examination, or for taking excepts and transcriptions.
C.5 HAZARDOUS MATERIALS. CONTRACTOR shall identify all hazardous materials
as required under the California Code of Regulations and the State Health Safety Code.
CONTRACTOR shall provide Material Safety Data Sheets (MSDS) for all products that may
contain hazardous materials to the COUNTY.
C.6 ACCEPTANCE. All work performed and completed under the Agreement is subject to
the acceptance of the COUNTY or its authorized representatives. Payment shall be made after
inspection and approval by COUNTY. Failure by the CONTRACTOR to take corrective action
within 24 hours after personal or telephonic notice by the COUNTY’s representative on items
affecting essential use of the facility, safety or the preservation of property, and within ten days
following written notice on other deficiencies, will result in the COUNTY taking whatever
corrective action it deems necessary. All costs resulting from such action by the COUNTY will
be claimed against CONTRACTOR.
Attachment D – Page 1 of 7
ATTACHMENT D
GENERAL PROVISIONS
D.1 INDEPENDENT CONTRACTOR STATUS. At all times during the term of this
Agreement, the following apply:
D.1.1 All acts of CONTRACTOR shall be performed as an independent
Contractor and not as an agent, officer or employee of COUNTY. It is
understood by both CONTRACTOR and COUNTY that this Agreement is by and
between two independent parties and is not intended to and shall not be construed
to create the relationship of agent, servant, employee, partnership, joint venture or
association.
D.1.2 CONTRACTOR shall have no claim against COUNTY for employee
rights or benefits, including, but not limited to, seniority, vacation time, vacation
pay, sick leave, personal time off, overtime, medical, dental or hospital benefits,
civil service protection, disability retirement benefits, paid holidays or other paid
leaves of absence.
D.1.3 CONTRACTOR is solely obligated to pay all applicable taxes, deductions
and other obligations, including, but not limited to, federal and state income taxes,
withholding and Social Security taxes, unemployment and disability insurance
and Workers’ Compensation and Medi-Care payments.
D.1.4 As an independent Contractor, CONTRACTOR is not subject to the
direction and control of COUNTY except as to the final result contracted for
under this Agreement. COUNTY may not require CONTRACTOR to change its
manner of doing business, but may require it to redirect its efforts to accomplish
what it has agreed to do.
D.1.5 CONTRACTOR may provide services to others during the same period
service is provided to COUNTY under this Agreement.
D.1.6 If in the performance of this Agreement any third persons are employed by
CONTRACTOR, such persons shall be entirely and exclusively under the
direction, supervision and control of CONTRACTOR. All terms of employment
including hours, wages, working conditions, discipline, hiring and discharging or
any other term of employment or requirements of law shall be determined by the
CONTRACTOR.
D.1.7 As an independent Contractor, CONTRACTOR hereby indemnifies and
holds COUNTY harmless from any and all claims that may be made against
Attachment D – Page 2 of 7
COUNTY based on any contention by any third party that an employer-employee
relationship exists by reason of this Agreement.
D.2 LICENSES, PERMITS, ETC. CONTRACTOR represents and warrants to COUNTY
that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are
legally required for CONTRACTOR to practice its profession. CONTRACTOR represents and
warrants to COUNTY that CONTRACTOR shall, at its sole cost and expense, keep in effect or
obtain at all times during the term of this Agreement, any licenses, permits, and approvals which
are legally required for CONTRACTOR to practice its profession at the time the services are
performed. Failure of the CONTRACTOR to comply with this provision shall authorize the
COUNTY to immediately terminate this agreement notwithstanding Operative Provision No. 9.
D.3 TIME. CONTRACTOR shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary for the satisfactory performance of
CONTRACTOR's obligations pursuant to this Agreement. Neither party shall be considered in
default of this Agreement to the extent performance is prevented or delayed by any cause,
present or future, which is beyond the reasonable control of the party.
D.4 INDEMNITY. CONTRACTOR shall defend, indemnify, and hold harmless COUNTY,
its elected and appointed councils, boards, commissions, officers, agents, and employees from
any liability for damage or claims for damage for personal injury, including death, as well as for
property damage, which may arise from the intentional or negligent acts or omissions of
CONTRACTOR in the performance of services rendered under this Agreement by
CONTRACTOR, or any of CONTRACTOR's officers, agents, employees, contractors, or sub-
contractors.
D.5 CONTRACTOR NOT AGENT. Except as COUNTY may specify in writing,
CONTRACTOR shall have no authority, express or implied, to act on behalf of COUNTY in any
capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied,
pursuant to this Agreement to bind COUNTY to any obligation whatsoever.
D.6 ASSIGNMENT PROHIBITED. CONTRACTOR may not assign any right or
obligation pursuant to this Agreement. Any attempted or purported assignment of any right or
obligation pursuant to this Agreement shall be void and of no legal effect.
D.7 PERSONNEL. CONTRACTOR shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that COUNTY, in its sole discretion, at any
time during the term of this Agreement, desires the removal of any person or persons assigned by
CONTRACTOR to perform services pursuant to this Agreement, CONTRACTOR shall remove
any such person immediately upon receiving written notice from COUNTY of its desire for
removal of such person or persons.
D.8 STANDARD OF PERFORMANCE. CONTRACTOR shall perform all services
required pursuant to this Agreement in the manner and according to the standards observed by a
competent practitioner of the profession in which CONTRACTOR is engaged. All products of
Attachment D – Page 3 of 7
whatsoever nature which CONTRACTOR delivers to COUNTY pursuant to this Agreement
shall be prepared in a first class and workmanlike manner and shall conform to the standards or
quality normally observed by a person practicing in CONTRACTOR's profession.
D.9 POSSESSORY INTEREST. The parties to this Agreement recognize that certain rights
to property may create a "possessory interest", as those words are used in the California Revenue
and Taxation Code, §107. For all purposes of compliance by COUNTY with Section 107.6 of
the California Revenue and Taxation Code, this recital shall be deemed full compliance by the
COUNTY. All questions of initial determination of possessory interest and valuation of such
interest, if any, shall be the responsibility of the County Assessor and the contracting parties
hereto. A taxable possessory interest may be created by this contract; and if created, the party in
whom such an interest is vested will be subject to the payment of property taxes levied on such
an interest.
D.10 TAXES. CONTRACTOR hereby grants to the COUNTY the authority to deduct from
any payments to CONTRACTOR any COUNTY imposed taxes, fines, penalties and related
charges which are delinquent at the time such payments under this Agreement are due to
CONTRACTOR.
D.11 TERMINATION. Upon termination of this Agreement as otherwise provided herein,
CONTRACTOR shall immediately cease rendering service upon the termination date and the
following shall apply:
D.11.1 CONTRACTOR shall deliver copies of all writings prepared by it pursuant to
this Agreement. The term "writings" shall be construed to mean and include:
handwriting, typewriting, printing, photostating, photographing, and every other means of
recording upon any tangible thing and form of communication or representation,
including letters, words, pictures, sounds, or symbols, or combinations thereof.
D.11.2 COUNTY shall have full ownership and control of all such writings or other
communications delivered by CONTRACTOR pursuant to this Agreement.
D.11.3 COUNTY shall pay CONTRACTOR the reasonable value of services rendered
by CONTRACTOR to the date of termination pursuant to this Agreement not to exceed
the amount documented by CONTRACTOR and approved by COUNTY as work
accomplished to date; provided, however, COUNTY shall not in any manner be liable for
lost profits which might have been made by CONTRACTOR had CONTRACTOR
completed the services required by this Agreement. In this regard, CONTRACTOR shall
furnish to COUNTY such financial information as in the judgment of the COUNTY is
necessary to determine the reasonable value of the services rendered by CONTRACTOR.
In the event of a dispute as to the reasonable value of the services rendered by
CONTRACTOR, the decision of the COUNTY shall be final. The foregoing is
cumulative and does not affect any right or remedy which COUNTY may have in law or
equity.
Attachment D – Page 4 of 7
CONTRACTOR may terminate its services under this Agreement upon thirty (30) days
written notice to the COUNTY, without liability for damages, if CONTRACTOR is not
compensated according to the provisions of the Agreement or upon any other material
breach of the Agreement by COUNTY.
D.12 NON-DISCRIMINATION. Throughout the duration of this Agreement,
CONTRACTOR shall not unlawfully discriminate against any employee of the CONTRACTOR
or of the COUNTY or applicant for employment or for services or any member of the public
because of race, religion, color, national origin, ancestry, physical or mental disability, medical
condition, marital status, age, sex or sexual orientation. CONTRACTOR shall ensure that in the
provision of services under this Agreement, its employees and applicants for employment and
any member of the public are free from such discrimination. CONTRACTOR shall comply with
the provisions of the Fair Employment and Housing Act (Government Code Section 12900, et
seq.). The applicable regulations of the Fair Employment Housing Commission implementing
Government Code Section 12900, set forth in Chapter 5, Division 4 of Title 2 of the California
Code of Regulations are incorporated into this Agreement by reference and made a part hereof as
if set forth in full. CONTRACTOR shall also abide by the Federal Civil Rights Act of 1964 and
all amendments thereto, and all administrative rules and regulations issued pursuant to said Act.
CONTRACTOR shall give written notice of its obligations under this clause to any labor
agreement. CONTRACTOR shall include the non-discrimination and compliance provision of
this paragraph in all subcontracts to perform work under this Agreement.
D.13 REHABILITATION ACT OF 1973/AMERICANS WITH DISABILITIES ACT OF
1990. In addition to application of the non-discrimination provision of this Agreement, above,
CONTRACTOR agrees to comply with all provisions of section 504 et seq. of the Rehabilitation
Act of 1973, and with all provisions of the Americans with Disabilities Act of 1990, and all
amendments thereto, and all administrative rules and regulations issued pursuant to said Acts,
pertaining to the prohibition of discrimination against qualified handicapped and disabled
persons, in all programs or activities, as to employees or recipients of services.
D.14 OWNERSHIP OF INFORMATION. All professional and technical information
developed under this Agreement and all work sheets, reports, and related data shall become the
property of COUNTY, and CONTRACTOR agrees to deliver reproducible copies of such
documents to COUNTY on completion of the services hereunder. The COUNTY agrees to
indemnify and hold CONTRACTOR harmless from any claim arising out of reuse of the
information for other than this project.
D.15 WAIVER. A waiver by any party of any breach of any term, covenant or condition
herein contained or a waiver of any right or remedy of such party available hereunder at law or in
equity shall not be deemed to be a waiver of any subsequent breach of the same or any other
term, covenant or condition herein contained or of any continued or subsequent right to the same
right or remedy. No party shall be deemed to have made any such waiver unless it is in writing
and signed by the party so waiving.
Attachment D – Page 5 of 7
D.16 COMPLETENESS OF INSTRUMENT. This Agreement, together with its specific
references and attachments, constitutes all of the agreements, understandings, representations,
conditions, warranties and covenants made by and between the parties hereto. Unless set forth
herein, neither party shall be liable for any representations made express or implied.
D.17 SUPERSEDES PRIOR AGREEMENTS. It is the intention of the parties hereto that
this Agreement shall supersede any prior agreements, discussions, commitments, representations,
or agreements, written or oral, between the parties hereto.
D.18 CAPTIONS. The captions of this Agreement are for convenience in reference only and
the words contained therein shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction or meaning of the provisions of this Agreement.
D.19 DEFINITIONS. Unless otherwise provided in this Agreement, or unless the context
otherwise requires, the following definitions and rules of construction shall apply herein.
D.19.1 NUMBER AND GENDER. In this Agreement, the neuter gender includes the
feminine and masculine, and the singular includes the plural, the word "person" includes
corporations, partnerships, firms or associations, wherever the context so requires.
D.19.2 MANDATORY AND PERMISSIVE. "Shall" and "will" and "agrees" are
mandatory. "May" is permissive.
D.20 TERM INCLUDES EXTENSIONS. All references to the term of this Agreement or
the Agreement Term shall include any extensions of such term.
D.21 SUCCESSORS AND ASSIGNS. All representations, covenants and warranties
specifically set forth in this Agreement, by or on behalf of, or for the benefit of any or all of the
parties hereto, shall be binding upon and inure to the benefit of such party, its successors and
assigns.
D.22 MODIFICATION. No modification or waiver of any provision of this Agreement or its
attachments shall be effective unless such waiver or modification shall be in writing, signed by
all parties, and then shall be effective only for the period and on the condition, and for the
specific instance for which given.
D.23 COUNTERPARTS. This Agreement may be executed simultaneously and in several
counterparts, each of which shall be deemed an original, but which together shall constitute one
and the same instrument.
D.24 OTHER DOCUMENTS. The parties agree that they shall cooperate in good faith to
accomplish the object of this Agreement and to that end, agree to execute and deliver such other
and further instruments and documents as may be necessary and convenient to the fulfillment of
these purposes.
