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Attachment 1 - PROFESSIONAL SERVICE AGREEMENT. Individual agrees to provide services to District as set forth in Attachment A.

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This Agreement ( Agreement ), made this day of, 20, by and between the REDWOODS COMMUNITY COLLEGE DISTRICT, a political subdivision of the State of California ( District ) and. District and Individual
This Agreement ( Agreement ), made this day of, 20, by and between the REDWOODS COMMUNITY COLLEGE DISTRICT, a political subdivision of the State of California ( District ) and. District and Individual hereby agree as follows: 1. Scope of Services: Individual agrees to provide services to District as set forth in Attachment A. 2. Agreement Documents: The agreement documents consist of the PROFESSIONAL SERVICES AGREEMENT, the following General Provisions, any attachments, and completed insurance forms. 3. Compensation : As full compensation for all services contemplated by this Agreement, Individual shall be recompensed as set forth in Attachment B. 4. Term of Agreement: The term of this Agreement shall be from to June 30, 2021 inclusive, subject to the provisions of Section 11 of the General Provisions. In witness whereof, the parties hereto have executed this Agreement on the day and year first written above. District: s/ Name/Title Individual: s/ Name/Title Social Security or Tax Payer Id Number Note: Federal Internal Revenue regulations require this office to report all payments to individuals for individual services professional services agreement - section 125 services.doc GENERAL PROVISIONS 1. Individual s Warranty: District has relied upon the professional ability and training of Individual as a material inducement to enter into this Agreement. Individual hereby warrants that all its work will be performed in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws, including, but not limited to, the requirements of the California Business and Professions Code, the California Education Code, and the California Code of Regulations. All persons providing professional services hereunder shall be properly licensed as required by California law. It being understood that acceptance of Individual s work by District shall not operate as a waiver or release. 2. Status of Individual: The parties intend that Individual, in performing the services herein specified, shall act as an independent individual and shall have control of the work and the manner in which it is performed. Individual is not to be considered an agent or employee of District and is not entitled to participate in any pension plans, insurance, bonus or similar benefits District provides its employees. 3. Conflict of Interest: Individual represents that it presently has no interest which would conflict in any manner or degree with the performance of services contemplated by this Agreement. Individual further represents that in the performance of this Agreement, no person having such interest will be employed. If Individual participates in the planning, development, or negotiation of an agreement for the District, Individual may not subsequently acquire a financial interest in that agreement in violation of Government Code section Section 1090 violations include, but are not limited to, entering into an agreement to perform any part of a project if Individual assisted the District in preparing the plans and specifications for that project. 4. Extra (Changed) Work: The parties expressly recognize that District and college personnel are without authorization to either order extra (and/or changed) work or waive agreement requirements. Failure of the Individual to secure proper authorization for extra work shall constitute a waiver of any and all right to adjustment in the agreement price or agreement time due to such unauthorized extra work and the Individual thereafter shall be entitled to no compensation whatsoever for the performance of such work. 5. Nondiscrimination: Individual shall comply with all applicable federal, state and local laws, rules and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, handicap or other prohibited basis. All nondiscrimination rules or regulations required by law to be included in this Agreement are incorporated by this reference. 6. Transfer of Rights: Individual assigns to District all rights throughout the work in perpetuity in the nature of copyright, trademark, patent, right to ideas, in and to all versions of the plans and specifications now or later prepared by Individual in connection with the project, if any. Individual agrees to take such actions as are necessary to protect the rights assigned to District in this Agreement, and to refrain from professional services agreement - section 125 services.doc taking any action which would impair those rights. Individual s responsibilities under this agreement include, but are not limited to, placing proper notice of copyright on all versions of the plans and specifications as Individual may direct, and refraining from disclosing any versions of the plans and specifications to any third party without first obtaining written permission of District. 7. Ownership of Work Product: District shall be the owner of and shall be entitled to immediate possession of accurate reproducible copies of any design computations, plans, correspondence or other pertinent data and information gathered or computed by Individual prior to termination of this Agreement by District or upon completion of the work pursuant to this Agreement. 8. Indemnification: (a) Individual shall indemnify, defend with counsel acceptable to District, and hold harmless to the full extent permitted by law, District and its Board of Trustees, officers, agents, employees and volunteers from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorney fees and costs and fees of litigation) (collectively, Liability ) of every nature arising out of or in connection with Individual s performance of the project or its failure to comply with any of its obligations contained in these agreement documents, except such Liability cause by the active negligence, sole negligence or willful misconduct of the District. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Individual or its agents under workers' compensation acts, disability benefit acts, or other employee benefit acts. (b) Individual shall be liable to District for any loss or damage to District property arising from or in connection with Individual s performance hereunder. 9. Insurance: With respect to the performance of work under this Agreement, Individual shall maintain and shall require all of its workers, if any, to maintain insurance as indicated below: (a) _X_Required/ Not Required: Worker's compensation insurance with statutory limits as required by the Labor Code or the State of California. The policy shall be endorsed with the following specific language: This policy shall not be canceled or materially changed without first giving thirty (30) days prior written notice to the District. (b) Required/_X_Not Required: Commercial or Comprehensive General Liability insurance covering bodily injury and property damage using an occurrence policy form, in an amount no less than $1,000,000 per occurrence, $2,000,000 aggregate. Such insurance shall include, but not be limited to: premises and operations liability, independent individual s liability, and professional injury liability. (c) Required/_X_Not Required: Automobile liability insurance covering bodily injury and property damage in an amount no less than $1,000,000 combined single limit for each occurrence. Such insurance shall include coverage for owned, hired, and nonowned vehicles professional services agreement - section 125 services.doc (d) Each such comprehensive or commercial general liability and automobile liability insurance policy shall be endorsed with the following specific language: (1) District, its officers and employees, is named as additional insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement. (2) The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverage afforded shall apply as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the company's liability. (3) The insurance provided herein is primary coverage to District with respect to any insurance or self-insurance programs maintained by District and no insurance held or owned by District shall be called upon to contribute to a loss. (4) This policy shall not be canceled or materially changed without first giving thirty (30) days prior written notice to District. (e) _X_Required/ Not Required: Professional Liability (Errors and Omissions) Insurance for all activities of the Individual arising out of or in connection with this Agreement is an amount no less than $1,000,000 combined single limit for each occurrence endorsed with the following specific language: This policy shall not be canceled or materially changed without first giving thirty (30) days prior written notice to District. (f) Documentation: The following documentation shall be submitted to the District: (1) Properly executed certificates of insurance clearly evidencing all coverages, limits, and endorsements required above. The certificates shall be submitted prior to commencement of services under this Agreement. (2) Signed copies of the specified endorsements for each policy. Said endorsement copies shall be submitted within thirty (30) days of execution of this Agreement. (3) Upon District s written request, certified copies of insurance policies. Such policy copies shall be submitted within thirty (30) days of District s request. (g) Policy Obligations: Individual s indemnity and other obligations shall not be limited by the foregoing insurance requirements. (h) Material Breach: If Individual, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement; the same shall be deemed a material breach of agreement. District, at its sole option, may terminate this Agreement and obtain damages from professional services agreement - section 125 services.doc the Individual resulting from the breach. Alternatively, District may purchase such required insurance coverage, and without further notice to Individual, County may deduct from sums due to Individual any premium costs advanced by District for such insurance. These remedies shall be in addition to any other remedies available to District. 10. Method and Place of Giving Notice, Submitting Bills and Making Payments: All bills and payments shall be made in writing and delivered to the District s Accounts Payable Clerk by , professional delivery or mail. The address is and mail shall be addressed as follows: District: REDWOODS COMMUNITY COLLEGE DISTRICT 7351 TOMPKINS HILLS RD EUREKA CA (FAX) Firm/Individual (Name, Address, Telephone, Fax, ): All notices shall be deemed given upon receipt via United States Mail, postage prepaid, provided it is forwarded certified, or registered with proof of receipt. In all other instances, notices, bills, and payments shall be deemed given at the time of actual professional delivery. Changes may be made in names and addresses of the person to who notices, bills and payments are to be given by giving notice pursuant to this paragraph. 11. Termination: (a) District may terminate this Agreement for any reason by giving ten (10) calendar days written notice to Individual. In the event District elects to terminate the Agreement without cause, it shall pay Individual for the reasonable value of services satisfactorily rendered to such date. (b) If either party fails to perform any of its obligations hereunder, within the time and in the manner hereunder provided or otherwise violates any of the terms of the Agreement, either party may terminate this Agreement by giving written notice of such termination, stating the reason professional services agreement - section 125 services.doc for such termination. In such event, Individual shall be entitled to receive payment for all services satisfactorily rendered provided, however, that there shall be deducted from such amount the amount of liquidated damage, if any, sustained by District by virtue of any breach of the Agreement by Individual. 12. Due Performance: Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may, in writing, demand adequate assurance of due performance and until such written assurance is received may, if commercially reasonable, suspend any performance for which the agreed return has not been received. 13. Taxes: Individual agrees to file federal and state tax returns and pay all applicable state and federal taxes on amounts paid pursuant to this Agreement. In case District is audited for compliance regarding any applicable taxes, Individual agrees to furnish District with proof of payment of taxes on those earnings. 14. Dispute Resolution: The parties agree to make a good faith effort to resolve any dispute arising from or relating to this Agreement through mediation prior to commencing litigation. 15. Choice of Law and Venue: This Agreement shall be governed by California law, and venue shall be in the Superior Court of the County of Humboldt, California, and no other place. 16. Merger: This writing is intended both as the final expression of the Agreement between the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties. 17. Assignment/Delegation: Neither party hereto shall assign, sublet or transfer any interest in this Agreement or any duty hereunder without written consent of the other, and no assignment shall be of any force or effect whatsoever unless and until the other party shall have so consented. 18. No Third-Party Beneficiaries: There are no intended third-party beneficiaries to this Agreement. 19. No Waiver of Breach: The waiver by District of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or promise or any subsequent breach of the same or any other term or promise contained in this Agreement. 20. Force Majeure: If either party is delayed or hindered in or prevented from the performance of any act required hereunder because of strikes, lockouts, inability to procure labor or materials, failure of power, riots, insurrection, war, fire or other casualty, or other reason beyond the reasonable control of the party delayed, excluding financial inability ( Force Majeure Event ), performance of that act shall be excused for the period during which the Force Majeure Event prevents such performance, and the period for that performance shall be extended for an equivalent period. Delays or failures to perform resulting from lack of funds shall not be Force Majeure Events professional services agreement - section 125 services.doc 21. Severability: If any provision of this Agreement is determined to be illegal, invalid, or unenforceable, in part or in whole, the remaining provisions, or portions of the Agreement shall remain in full force and effect. 22. Headings: The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement. 23. Execution in Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 24. Authorization: Each individual executing this Agreement, or its counterpart, on behalf of the respective party, warrants that he/she is authorized to do so and that this Agreement constitutes the legally binding obligation of the entity which he/she represents. 25. Attachments: The following Attachments, attached hereto, are incorporated herein by reference: Attachment A Scope of Services Attachment B Compensation professional services agreement - section 125 services.doc Attachment A SCOPE OF SERVICES Individual shall provide services to the District as follows: PROVIDE SECTION 125 BENEFITS ADMINISTRATION SERVICES AS DESCRIBED IN THE REQUEST FOR QUALIFICATIONS professional services agreement - section 125 services.doc Attachment B COMPENSATION District shall compensate Individual for the services provided pursuant to this Agreement as follows: In no event shall compensation exceed $ without the prior written approval of the District professional services agreement - section 125 services.doc
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