AGREEMENT FOR CONSULTING SERVICES

(SERVICES UNDER $1,000 PER FISCAL YEAR)

THIS AGREEMENT is made by and between the Sonoma County Office of Education ("SCOE") and ("CONSULTANT").

SCOE and CONSULTANT hereby agree as follows:

1.	Description of Services:

CONSULTANT agrees to provide services to SCOE as follows:

2.	Contract Documents:

The contract documents consist of this Agreement for Consultant Services, the General Provisions, and any attachments.

3.	Compensation:

As full compensation for all services contemplated by this Agreement, CONSULTANT shall receive the total sum not to exceed $ . SCOE will issue payment to CONSULTANT within thirty (30) days of completion of services and receipt of final invoice, unless otherwise noted herein: .

4.	Term of Agreement:

The term of this Agreement shall be from to unless terminated sooner, whether pursuant to the provisions of Section 3 of the General Provisions or otherwise.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written below.

Sonoma County Office of Education	Consultant:

______________________________________	______________________________________

By:	By:

Title:	Title:

Date:	Date:

GENERAL PROVISIONS

1. 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.

2. STATUS OF CONSULTANT: The parties intend that Consultant, in performing the services herein specified, shall act as an independent contractor and shall have control of the work and the manner in which it is performed. Consultant is not to be considered an agent or employee of SCOE and is not entitled to participate in any pension plans, insurance, bonus or similar benefits SCOE provides employees.

3. TERMINATION: SCOE may terminate this Agreement with or without cause by giving thirty (30) calendar days written notice to Consultant. In the event SCOE elects to terminate the Agreement without cause, it shall pay Consultant for services satisfactorily rendered to such date.

.

4. INDEMNIFICATION: Consultant shall defend with counsel acceptable to SCOE, indemnify and hold harmless to the full

extent permitted by law, SCOE and its Governing Board, County Superintendent, officers, agents, and employees 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 Consultant’s performance of this Agreement or Consultant’s failure to comply with any of his obligations contained in this Agreement, except such Liability cause by the active negligence, sole negligence or willful misconduct of SCOE. The obligations set forth in this section shall continue beyond the term of this Agreement as to any act or omission which occurred during or under this Agreement.

5. INSURANCE: With respect to the performance of work under this Agreement, Consultant shall maintain and shall require all of its subconsultants to maintain insurance as described below:

(a) Worker's compensation insurance, if otherwise required by law, with the statutory limits required by the Labor Code of the State of California.

(b) Commercial or Comprehensive General Liability insurance covering bodily injury and property damage utilizing an occurrence policy form in an amount no less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) aggregate.

(c) Excess Liability Insurance (umbrella) shall be no less than $2,000,000 over primary insurance.

(d) Automobile liability insurance covering bodily injury and property damage in an amount no less than $1,000,000 combined single limit for each occurrence. This insurance shall include coverage for owned, hired, and non-owned vehicles.

(e) Professional Liability (Errors and Omissions) Insurance for all activities of the Consultant 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 SCOE."

(f) For the above policies, Consultant will name SCOE, its Governing Board, County Superintendent, officers, agents, and employees as an additional insured and provide SCOE with a copy of the certificate of insurance and the additional named insured endorsement prior to the commencement of this Agreement. The insurance provided herein shall be primary coverage to SCOE with respect to any insurance or self-insurance programs maintained by SCOE and no insurance held or owned by SCOE shall increase the limits of the company’s liability.

6. SCREENING REQUIREMENTS: Consultant and all subconsultants performing services under this Agreement shall comply with all applicable laws and SCOE policies of:

(a) Screening in accordance with Education Code Section 45122.1 in that the Department of Justice has ascertained

that the person has not been convicted of a felony.

(b) Compliance with all tuberculosis screening requirements set forth under Education Code section 49406 and Health and Safety Code section 121525.

7. TRANSFER OF RIGHTS: Consultant assigns to SCOE 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 Consultant in connection with the project, if any. Consultant shall take such actions as are necessary to protect the rights assigned to SCOE in this Agreement, and to refrain from taking any action which would impair those rights.

8. NONDISCRIMINATION: Consultant shall comply with all application 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.

9. EXTRA (CHANGED) WORK: Only the County Superintendent or County Superintendent’s designee may authorize extra (and/or changed) work. The parties expressly recognize that SCOE and SCOE personnel are without authorization to either order extra (and/or changed) work or waive contract requirements. Failure of the Consultant to secure proper authorization for extra work shall constitute a waiver of any and all right to adjustment in the contract price or contract time due to such unauthorized extra work and the Consultant thereafter shall be entitled to no compensation whatsoever for the performance of such work.

10. CONFLICT OF INTEREST: Consultant represents that it presently has no interest which would conflict in any manner or degree with the performance of services contemplated by this Agreement. Consultant further represents that in the performance of this Agreement, no person having such interest will be employed.

11. OWNERSHIP OF WORK PRODUCT: SCOE shall be the owner of and shall be entitled to immediate possession of accurate reproducible copies of design computations, plans, correspondence or other pertinent data and information gathered or computed by Consultant, if any, prior to termination of this Agreement by SCOE or upon completion of the work pursuant to this Agreement.

12. CONSULTANT’S WARRANTY: SCOE has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement. Consultant hereby warrants that all of 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, it being understood that acceptance of Consultant’s work by SCOE shall not operate as a waiver or release.

13. TAXES: Consultant agrees to file federal state tax returns and pay all applicable state and federal taxes on amounts paid pursuant to this Agreement. In case SCOE is audited for compliance regarding any applicable taxes, Consultant agrees to furnish SCOE with proof of payment of taxes on those earnings.

14. 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, suspended any performance for which the agreed return has not be received.

15. NO THIRD-PARTY BENEFICIARIES: There are no intended third-party beneficiaries of this Agreement.

16. NO WAIVER OF BREACH: The waiver by SCOE 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.

17. VENUE: In the event of a dispute regarding this Agreement, venue shall be in the County of Sonoma Superior Court and no other place.

LSoukup

2015-03-12

Suzanne Gedney

Microsoft