INDEPENDENT CONTRACTOR AGREEMENT

SAN JOAQUIN COUNTY

CONTRACT ID# #####-#

Contract Amount $###,###.##

PARTIES: COUNTY: County of San Joaquin

Purchasing & Support Services
44 N. San Joaquin Street
Suite 540
Stockton, CA 95202-2931

COUNTY DEPARTMENT: DEPT/DIV NAME,

Department Address____________
Department City, State, ZIP_______
Department Contact_____________
Department Phone______________
Department Email_______________

CONTRACTOR: CONTRACTOR NAME

CONTRACTOR ADDRESS
CONTRACTOR CITY, ST, ZIP
Contractor Contact______________
Contractor Phone_______________
Contractor Email________________

This Agreement is made and entered into this _________ day of ___________________, 20 ___,
by and between CONTRACTOR NAME, [If a corporation enter the state, for example: a California
corporation], as an independent contractor (hereinafter “CONTRACTOR”), and the County of San
Joaquin, a political subdivision of the State of California for its DEPT/DIV NAME, at the address
referenced above (hereinafter “COUNTY”).

NOW, THEREFORE, in consideration of the mutual covenants, conditions, and promises contained
herein, it is mutually agreed as follows:

I. THE PURPOSE OF THE AGREEMENT

The purpose of this Agreement is for CONTRACTOR to provide _________________________

______________________________________________________________________________

Agreement: CONTRACTOR NAME Page 1 of 10

II. ORDER FOR PRECEDENCE

A. In the event of an inconsistency in this Agreement, the inconsistency shall be resolved by

giving precedence in the following order:

1. Applicable Federal and State of California statutes and regulations;

2. This Agreement;

3. COUNTY Request for Proposal Number XX-XX RFP Title. (if applicable);

4. CONTRACTOR’S proposal (“hereinafter “Proposal”), attached hereto as

Exhibit__. (Attach when possible)

Documents 3 & 4, referenced above, are hereby incorporated into this Agreement as if
completely set forth herein.

III. THE SCOPE OF SERVICES

A. CONTRACTOR agrees to provide_________ (“Work”) __________________________

_______________________________________________________________________.

B. CONTRACTOR shall perform the CONTRACTOR’S work in accordance with currently

approved methods and standards of practice in CONTRACTOR’S professional specialty.

IV. GENERAL PROVISIONS:

A. Term of Agreement:

This Agreement shall commence when fully executed and end on ________, 20__, unless
Work is completed on a date prior thereto or unless terminated earlier as provided herein.

B. Interpretation:

This Agreement shall not be interpreted in favor of any Party by virtue of said Party not
having prepared this Agreement.

C. Compensation:

COUNTY agrees to pay CONTRACTOR the hourly amounts as indicated on the

CONTRACTOR’S hourly rate sheet. Notwithstanding the foregoing, the total payments
under this Agreement shall not exceed _______________ DOLLARS AND NO CENTS
($###,###.##).

D. Invoicing:

CONTRACTOR shall submit one original and one copy of each invoice to the
COUNTY’S, DEPT/DIV NAME,at the address referenced above. All invoices must
reference this Agreement Number/Contract ID # and the Work performed. Payments
shall be made within 30 days of receipt of invoice from CONTRACTOR.

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 LATE FEES: California Government Code 926.10 provides the following “….any person
having such a claim against a public agency, shall be entitled to interest commencing the
61st day after such public entity or person files a liquidated claim known or agreed to be
valid when filed pursuant to such statute or contract, and such claim is due and payable.
Interest shall be 6 percent per annum.”
E. CONTRACTOR’S Status:

In the performance of Work, duties and obligations imposed by this Agreement, the
CONTRACTOR and/or its employees are at all times acting as independent contractor(s)
practicing his or her profession and not as an employee of COUNTY. A copy of the
CONTRACTOR’S current professional, local, state or other business licenses
required to conduct the services stated herein, will be provided to the COUNTY.
CONTRACTOR shall not have any claim under this Agreement or otherwise against
COUNTY for vacation, sick leave, retirement benefits, social security or workers’
compensation benefits. CONTRACTOR shall be responsible for federal and state payroll
taxes such as social security and unemployment. COUNTY will issue a Form 1099 at
year-end for fees earned.

F. Assignments:

Inasmuch as this Agreement is intended to secure the specialized services of

CONTRACTOR, CONTRACTOR may not assign, transfer, delegate or subcontract its
obligation herein without the prior written consent of COUNTY. Any such assignment,
transfer, delegation or subcontract without the prior written consent shall be considered
null and void.

G. Non Exclusive Rights:

This Agreement does not grant to CONTRACTOR any exclusive privileges or rights to
provide services to COUNTY. COUNTY may contract with other companies or individuals
for similar services, including but not limited to any other party who may have submitted
bids or proposals to any RFP or other requests from COUNTY for the work or services
performed under this agreement. CONTRACTOR may contract with other counties, private
companies or individuals for similar services.

H. Indemnification:

CONTRACTOR shall, at its expense, defend, indemnify and hold harmless COUNTY,
(defined as the County of San Joaquin and its employees, officers, directors, contractors
and agents) from and against any losses, liabilities, damages, penalties, costs, fees,
including without limitation reasonable attorneys’ fees, and expenses from any claim or
action, including without limitation for bodily injury or death, to the extent caused by or
arising from the active and/or passive negligence or willful misconduct of CONTRACTOR,
its employees, officers, agents or subcontractors.

CONTRACTOR shall hold the COUNTY, its officers and employees, harmless from liability,
of any nature or kind on account of use of any copyrighted, or un-copyrighted composition,
secret process, patented or un-patented invention articles or appliance furnished or used
under this Agreement.

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 I. Insurance

1. CONTRACTOR, shall submit proof of insurance with liability limits as set forth
below to COUNTY showing COUNTY, its officers, employees, agents and
volunteers named as Additional Insured to include ongoing operations and
products completed operations (On Additional Insured Endorsement CG 20 10
10 93), except for Workers’ Compensation and professional Liabilities, and
insurance policy shall contain provisions that such policy may not be canceled or
reduced except after thirty (30) days written notice to COUNTY.

2. CONTRACTOR agrees to be responsible to ensure that the requirements set forth

in this article/paragraph are also to be met by CONTRACTOR’S subcontractors, if
any, who provide services pursuant to this Agreement.

3. General Liability Limits

a. BI & PD combined/per occurrence/Aggregate $1,000,000

b. Personal Injury/Aggregate $2,000,000

c. Automobile Liability/per occurrence $1,000,000

1) CONTRACTOR agrees to defend, hold harmless and indemnify COUNTY

for any and all liabilities associated with the use of any automobiles in
relation to tasks associated with this Agreement.

4. Professional Liability

a. Professional Liability/as appropriately relates to $1,000,000

services rendered. Coverage may include medical
malpractice, cyber liability, and/or errors and omissions.

5. Workers’ Compensation and Employer’s Liability Statutory requirement

J. Discrimination:

CONTRACTOR shall not discriminate because of race, color, religion, sex, gender, gender
identity, gender expression, sexual orientation, marital status, national origin, ancestry,
mental and physical disability, medical condition, genetic information, military or veteran
status, age, pregnancy, denial of medical and family care leave, or pregnancy disability
leave (California Government Code sections 12940,12945, 12945.2). CONTRACTOR shall
not retaliate against any person for protesting illegal discrimination related to one of these
categories, or for reporting patient abuse in tax supported institutions.

K. ADA Compliance:

CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of
1990, which prohibits discrimination on the basis of disability, as well as all applicable
regulations and guidelines issued pursuant to the ADA. (42 U.S.C. Sections 12101 et
seq.)

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 L. Notices:

Any notice required to be given pursuant to the terms and conditions hereof shall be in
writing, and shall be effected by one of the following methods: personal delivery, prepaid
Certified First-Class Mail, or prepaid Priority Mail with delivery confirmation. Unless
otherwise designated in writing by either party, such notice shall be mailed to the
addresses shown on page one (1) of this Agreement.

M. Termination:

1. Termination for Cause: If CONTRACTOR breaches or habitually neglects the

CONTRACTOR’S duties under this Agreement without curing such breach or neglect
upon fifteen (15) working days written notice, COUNTY may, by written notice,
immediately terminate this Agreement without prejudice to any other remedy to which
COUNTY may be entitled, either at law, in equity, or under this Agreement.

2. Termination for Convenience: In addition, COUNTY may terminate this Agreement

for its convenience upon thirty (30) days written notice to CONTRACTOR.

3. Funding out Clause: If the County Board of Supervisors fails to appropriate funds
to enable the County Departments to continue to make purchases under this
Agreement, this Agreement will be cancelled immediately and the CONTRACTOR will
be given written notice of such termination.

4. If this Agreement is terminated under paragraphs 1, 2 or 3 above, CONTRACTOR shall

only be paid for any Work completed and provided prior to notice of termination. In the
event of termination under paragraph 1, 2 or 3 above, CONTRACTOR shall be paid an
amount, which bears the same ratio to the total compensation authorized by the
Agreement as the services actually performed bear to the total services of
CONTRACTOR covered by this Agreement, less payments of compensation previously
made. Except as stated above and except for any reasonable end-of-contract fees,
CONTRACTOR shall have no other allowable charges under the terms and conditions
of this Agreement.

5. CONTRACTOR shall not incur any expenses under this Agreement after notice of
termination and shall cancel any outstanding expenses obligations to a third party
[related hereto] that CONTRACTOR can legally cancel; COUNTY shall not be liable for
any expenses incurred by CONTRACTOR subsequent to the notice of termination

N. Conflict of Interest Statement:

CONTRACTOR covenants that CONTRACTOR, its officers, employees or their immediate

family, presently has no financial or other interest, in other project(s) or contract(s), or other
activity(ies), nor shall it acquire any such interest, directly or indirectly, that would conflict
or inhibit in any way, manner or degree with the performance of services under this
Agreement. CONTRACTOR further covenants that in the performance of this Agreement
no person having any such a conflict of interest shall be employed or retained by
CONTRACTOR under this Agreement. CONTRACTOR shall not hire COUNTY'S
employees to perform any portion of the work or services provided for herein including
secretarial, clerical and similar incidental services except upon the written approval of
COUNTY.

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 O. Drug Free Workplace:

CONTRACTOR shall comply with the provisions of California Government Code Section
8350 et seq., otherwise known as the Drug-Free Workplace Act.

P. Force Majeure:

It is agreed that neither party shall be responsible for delays in delivery, acceptance of
delivery, or failure to perform when such delay or failure is attributable to Acts of God, war,
strikes, riots, lockouts, accidents, rules or regulations of any governmental agencies or other
matters or conditions beyond the control of either CONTRACTOR or COUNTY.

Q. Compliance:

1. CONTRACTOR shall comply with all federal, state and local laws, regulations and
requirements necessary for the provision of contracted services. Furthermore,
CONTRACTOR shall comply with all laws applicable to wages and hours of
employment, occupational safety, fire safety, health and sanitation. CONTRACTOR
shall maintain current throughout the life of this Agreement, all permits, licenses,
certificates and insurances that are necessary for the provision of contracted services.

2. CONTRACTOR shall comply with Assembly Bill 1522, known as the Healthy
Workplaces, Healthy Families Act of 2014, codified at California Labor Code Section
245-249. With a few exceptions, the new law requires all employers to provide
employees performing work in California with paid sick leave, beginning on July 1, 2015.

R. Disputes and Remedies:

1. Notice of any disputes, claims, or breach raised by CONTRACTOR, arising under

this Agreement, must be submitted, in writing, to COUNTY within ninety (90) days
of the alleged dispute, claim, or breach. If such issues cannot be resolved within
ninety (90) days following written notice, and if the parties mutually agree, the
alleged dispute, claim, or breach may be submitted to arbitration. Arbitration, if
expressly agreed upon in writing by COUNTY and CONTRACTOR, shall be
pursuant to the provisions of California Code of Civil Procedure Section 1280, et
seq.

2. At the COUNTY's sole discretion, COUNTY may elect to raise a dispute, claim, or
breach by submitting it, in writing, to CONTRACTOR. Such dispute, claim, or breach
would include conditions and time constraints required of CONTRACTOR to remedy.

3. Neither the pendency of a dispute, claim, or breach nor its consideration will excuse
the parties from full and timely performance in accordance with terms of this
Agreement.

4. Any legal action or proceeding with respect to this Agreement shall be brought in the
courts of the State of California for the County of San Joaquin, or the courts of the
United States of America for the Eastern District of California, and in no other courts.
CONTRACTOR hereby accepts such jurisdiction and venue and generally and
unconditionally waives any objection, including, without limitation, any objection to
the laying of venue or based on the grounds of forum non conveniens. The provision
of this paragraph shall survive expiration or other termination of this Agreement
regardless of the cause of such termination.
Agreement: CONTRACTOR NAME Page 6 of 10
 5. In any action brought by a party to enforce the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees and costs, including the
reasonable value of any services provided by in-house counsel. The reasonable
value of services provided by either party’s counsel shall be capped at the hourly
rate charged by Deputy County Counsel IV attorneys in the office of the County
Counsel of San Joaquin County, California.

S. Public Record

All bids and proposal information is property of COUNTY. All such documents, including
this Agreement, are public records per the requirements of the California Government
Code, Sections 6250-6270, “California Public Records Act”. CONTRACTOR’S Proprietary
material must be clearly marked as such, but even so marked, it does not guarantee non-
disclosure and may still be subject to disclosure pursuant to law. Pricing and service
elements of the successful bid and/or proposal may not be considered proprietary
information.

COUNTY will treat all information submitted in a bid/proposal as available for public
inspection once the COUNTY has a contract finalized with the selected contractor. If
CONTRACTOR believes that it has a legally justifiable basis under the California Public
Records Act (Government Section 6250 et. seq.) for protecting the confidentiality of any
information contained within its bid, Proposal, this Agreement, it must identify any such
information, together with the legal basis of your claim to COUNTY. CONTRACTOR agrees
to defend and indemnify COUNTY for any liability, costs, and expenses incurred in asserting
such confidentiality to protect documents from public disclosure. The final determination
as to whether COUNTY will assert your claim of confidentiality on your behalf shall be sole
discretion of COUNTY.

T. Documents:

All drawings, specifications, documents and other memoranda or writings relating to the
work and services hereunder, shall remain or become the property of COUNTY whether
executed by or for CONTRACTOR for COUNTY, or otherwise by or for CONTRACTOR,
or by or for a subcontractor operating under CONTRACTOR’S supervision, or direction,
and all such documents and copies thereof shall be returned or transmitted to COUNTY
forthwith upon COUNTY written demand, termination or completion of the work under this
Agreement.

U. San Joaquin County Green Purchasing Policy:

1. COUNTY has a Green Purchasing Policy; please go to website to view.:

[Link]

2. COUNTY has adopted an Environmentally Preferable Purchasing (EPP) Policy.

EPP refers to the procurement of goods and services that lessen or reduce
negative effect on human health and the environment when compared with
competing goods and services that serve the same purpose. This comparison
takes into consideration such things as: raw materials acquisition; production;
manufacturing; packaging; distribution; reuse; disposal; energy efficiency;
performance; safety and cost.

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 3. A primary goal of this policy is to encourage contractors/suppliers and
departments to consider products and services that help minimize environmental
impacts with price, performance and aesthetic considerations being equal.
Contractors/suppliers are encouraged to offer products and services that meet
legitimate “green” standards, e.g. products that possess independent third party
certifications such as Energy Star, Green Seal, EcoLogo, EPEAT or FEMP
(Federal Energy Management Program) standards. The County also encourages
offers of products made with minimal virgin materials and maximum use of recycled
materials – again, price and performance essentially being equal.

V. Work Product:

COUNTY and CONTRACTOR acknowledge and agree that “Work Product”, and all
components of it, provided or developed by CONTRACTOR hereunder or in connection
herewith shall constitute “works made for hire” within the meaning of Title 17
United States Code Section 101 et seq. (the “Copyright Act”), and all right, title, and
interest in and to the Custom Products shall vest in COUNTY immediately upon
development. To the extent any such Custom Products may not be the sole and exclusive
property of COUNTY and/or may not be a “work made for hire” as defined in the Copyright
Act upon development, then CONTRACTOR agrees to and hereby does sell, transfer,
grant and assign to COUNTY all copyrights, patents, trade secrets, inventions, and
other proprietary rights, title, and interest in and to such Custom Products upon
development. On all written material, whether in print, electronic, or any media form,
constituting “Work Product”, CONTRACTOR shall place or cause to be placed the
following legend preferably in the lower right corner:

 201_ County of San Joaquin. All rights reserved.

W. Data Security – Confidentiality

1. Acknowledgment of access to information characterized as covered data:

CONTRACTOR acknowledges that this Agreement may allow CONTRACTOR
access to confidential COUNTY information or COUNTY provided information
including, but not limited to, personal information, records, data, or financial
information (“Covered Data”) notwithstanding the manner in which or from whom
it is received by CONTRACTOR, which is subject to state laws that restrict the use
and disclosure of the COUNTY information, including the California Information
Practices Act (California Civil Code Section 1798 et seq.), California Constitution
Article 1, Section 1, and other existing relative or future adopted State and/or
Federal requirements. CONTRACTOR shall maintain the privacy of, and shall not
release, Covered Data without full compliance with all applicable state and federal
laws, the provisions of this Agreement and prior written consent of COUNTY.
CONTRACTOR agrees that it will include all of the terms and conditions contained
in this clause in all subcontractor or agency contracts providing services under this
Agreement. Where a federal, state or local law, ordinance, rule or regulation is
required to be made applicable to this Agreement, it shall be deemed to be
incorporated herein without amendment to this Agreement.

2. Prohibition on unauthorized use or disclosure of Covered Data:

CONTRACTOR agrees to hold Covered Data received from or created on behalf
of COUNTY in strictest confidence. CONTRACTOR shall not use or disclose
Covered Data except as permitted or required by this Agreement or as otherwise
authorized in writing by COUNTY. If required by a court of competent jurisdiction or
Agreement: CONTRACTOR NAME Page 8 of 10
 an administrative body to disclose Covered Data, CONTRACTOR will notify
COUNTY in writing prior to any disclosure in order to give COUNTY an opportunity
to oppose any such disclosure. Any work using, or transmission or storage of,
Covered Data outside the United States is subject to prior written authorization by
COUNTY.

3. Safeguard standard: CONTRACTOR agrees that it will protect the Covered Data
according to commercially acceptable standards and no less rigorously than it
protects its own confidential information, but in no case less than reasonable
care. CONTRACTOR shall develop, implement, maintain and use appropriate
administrative, technical and physical security measures which may include but
not be limited to encryption techniques, to preserve the confidentiality, integrity and
availability of all such Covered Data.

4. Return or destruction of Covered D ata: Upon termination, cancellation,

expiration or other conclusion of this Agreement, CONTRACTOR shall return the
Covered Data to COUNTY unless COUNTY requests that such data be destroyed.
This provision shall also apply to all Covered Data that is in the possession of
subcontractors or agents of CONTRACTOR. CONTRACTOR shall complete such
return or destruction not less than thirty (30) calendar days after the conclusion
o r t e r m i n a t i o n of this Agreement. Within this thirty (30) day period,
CONTRACTOR shall certify in writing to the COUNTY that the return or destruction
has been completed.

5. Reporting of unauthorized disclosures or misuse of Covered Data:

CONTRACTOR shall report, either orally or in writing, to COUNTY any use or
disclosure of Covered Data not authorized by this Agreement or in writing by
COUNTY, including any reasonable belief that an unauthorized individual has
accessed Covered Data. CONTRACTOR shall make the report to COUNTY
immediately upon discovery of the unauthorized disclosure, but in no event more
than two (2) business days after CONTRACTOR reasonably believes there has
been unauthorized use or disclosure. CONTRACTOR’S report shall identify: (i) the
nature of the unauthorized use or disclosure, (ii) Covered Data used or disclosed,
(iii) who made the unauthorized use or received the unauthorized disclosure, (iv)
what CONTRACTOR has done or shall do to mitigate any deleterious effect of the
unauthorized use or disclosure, and (v) what corrective action CONTRACTOR has
taken or shall take to prevent future similar unauthorized use or disclosure.

6. Examination of records: COUNTY and, if the applicable contract or grant so

provides, the other contracting party or grantor (and if that be the United States,
or an agency or instrumentality thereof, then the Controller General of the United
States) shall have access to and the right to examine any pertinent books,
documents, papers, and records of CONTRACTOR involving transactions and
work related to this Agreement until the expiration of five years after final
payment hereunder. CONTRACTOR shall retain project records for a period of five
years from the date of final payment.

7. Assistance in litigation or administrative proceedings: CONTRACTOR shall

make itself and any employees, subcontractors, or agents assisting
CONTRACTOR in the performance of its obligations under this Agreement
available to COUNTY, at no cost, to testify as witnesses, or otherwise, in the event
of litigation or administrative proceedings against COUNTY, its directors, officers,

Agreement: CONTRACTOR NAME Page 9 of 10

 agents or employees based upon a claimed violation of laws relating to security
and privacy and arising out of this Agreement.

8. No third-party rights: Nothing in this Agreement is intended to make any

person or entity who is not signatory to the Agreement a third-party beneficiary of
any right created by this Agreement or by operation of law.

X. Entire Agreement and Modification:

This Agreement and all documents incorporated by reference supersedes all previous
Agreements either oral or in writing and constitutes the entire understanding of the
parties hereto. No changes, amendments or alterations shall be effective unless in
writing and signed by both parties.

IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this Agreement

effective on the day and year first written above.

COUNTY OF SAN JOAQUIN, a political CONTRACTOR NAME

subdivision of the State of California CONTRACTOR ADDRESS
CONTRACTOR CITY, ST, ZIP

By: _____________________________ By: _________________________

Concepcion Gayotin, MPA, CPPO Signature, Authorized Agent
Interim Director Purchasing &
Support Services
By: __________________________
Print Name

APPROVED AS TO FORM
Office of County Counsel

By: ____________________________
Quendrith Macedo
Deputy County Counsel

Contract Drafted By:

Buyer of Record:

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