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Contractor’s Agreement 7/1/14 1

CONTRACTOR’S AGREEMENT

This agreement (hereafter referred to as the “Agreement” or “Contract”) is

between______________________________________________________________

(the Performer, Vendor, Artist, Speaker, or Consultant, hereafter collectively and individually

referred to as the “Contractor”) and the District Board of Trustees of Valencia College, Florida

(hereafter referred to as the “College” or “Valencia”), (individually, the “Party” and collectively,

the “Parties”).

WHEREAS, the College requests the services (the “Scope of Work,” “Services,”

“Performance” or “Work”, hereafter individually and collectively referred to as the “Service(s)”)

of the Contractor; the Contractor agrees to provide such Services; and as such, the Parties

agree as follows:

1. Performance of Services(s).

In consideration of the mutual promises contained

herein, the Parties hereby agree that Contractor will timely and competently perform the

Services as outlined below.

Scope of Services/Work /Deliverables:

Contractor shall ensure the Services are performed consistent with the standards of care and

degree of knowledge, skill, judgment and diligence normally exercised and recognized by

professionals with respect to services of the same or similar nature, all applicable laws and

regulations, the Scope of Services, exhibits/attachments, documents and the applicable

policies and procedures of Valencia, which are located on Valencia’s website

(http://valenciacollege.edu/generalcounsel/policy/) together with all other laws and

regulations generally applicable to Valencia’s operations, including but not limited to those

regarding conditions of work, access to and use of Valencia’s facilities, Valencia’s Smoke Free

Campuses, and Policy Against Improper Activities; Whistleblower Protection.

2.. Term and Termination.

The term of this Contract begins on the date of last

signature below (the “Effective Date”) and continues through the completion of the services

or work as described above unless otherwise extended through written agreement of the

Parties.

Date:

Time:

Description of Services:

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Contractor’s Agreement 7/1/14 2

Either Party may terminate this Agreement with or without cause by providing no less than

thirty (30) days written notice of termination to the other Party.

Unless otherwise stated in this Agreement to the contrary, if Contractor terminates this

Agreement prior to the Service date(s), Contractor shall immediately reimburse to

Valencia any funds paid by or on behalf of Valencia to Contractor in advance of/prior to

the Service, including but not limited to deposits, and lodging costs and applicable hotel

taxes incurred up to the date of cancellation.

If Valencia terminates this Agreement less than thirty (30) days prior to the Service date,

Contractor and Valencia shall attempt to reschedule the Services, but in no event shall

Valencia be obligated to pay the full amounts due under this Agreement.

3.. Independent Contractor Status.

College and Contractor acknowledge and\agree

that Contractor

is and shall be an independent contractor; that neither Contractor nor any of

its employees, representatives, agents is, or shall be deemed to be, an employee, partner or

joint venturer of College; and that neither Contractor nor any of its employees, representatives

or agents shall be entitled to any employee benefits under any employee benefit plan,

including medical, insurance and other similar plans, of College. Contractor further

acknowledges that College will not withhold any amounts for federal, state or local taxes from

amounts payable by College, unless explicitly required by the Internal Revenue Service, to

Contractor hereunder and it shall be the exclusive responsibility of Contractor to pay all

amounts due for applicable federal, state and local taxes on such amounts. Attachment A

shall be signed by both the Contractor and Valencia Budget Manager as part of this

Agreement.

4. Contractor’s Performance of the Services.

Work for Hire.

All data, material, documentation, and work product and information

assembled and/or prepared by Contractor or its sub-Contractors for Valencia pursuant to this

Agreement (collectively the “Work Product”) are instruments of service for use by Valencia

solely, and shall belong exclusively to Valencia. Unless otherwise specifically provided this

provision does not apply to artistic performances, speeches and/or presentations.

b. Intellectual Property

Contractor is responsible for obtaining the written consent of the

owner of copyrighted material (if Contractor is not the owner) included in the Service(s), if

any; and is responsible for the costs and fees of such consents. Contractor warrants that the

contents of the Services do not violate the copyright, trade secret, trademark or other

intellectual or proprietary rights of any third party or any applicable law, including export

control law, obscenity laws or laws regarding consumer privacy. Contractor shall indemnify

and defend Valencia against and hold it harmless from any loss and/or expense of defense of

the foregoing warranties except for material for which Valencia is responsible for receiving

permission. The warranties and indemnifications contained in this paragraph and the

aforementioned paragraphs will survive termination of the Agreement.

c. Participant/Photo Release.

Contractor consents to and authorizes Valencia, its

agents, assignees, heirs, successors and licensees, perpetually and exclusively to use and

reproduce the Contractor’s photograph, silhouette or likeness, at no cost to Valencia, for

display on Valencia’s website, and/or to circulate and use the Contractor’s photograph,

silhouette or likeness for any and all purposes in any Valencia produced, sponsored and/or

contracted media now known or herein devised, including but not limited to publication and

advertising of every description, including print media, video, television, and the Internet.

Furthermore, Contractor agrees that no advertisement or other material need be submitted to

the Contractor for any further approval and Valencia shall be without liability to the

Contractor for any distortion or illusionary effect resulting from the publication of the

Contractor’s photograph or likeness by Valencia’s agents, assignees, heirs, successors and

Contractor’s Agreement 7/1/14 3

licensees, and by third parties out of the control of Valencia.

d. Insurance. The contractor shall obtain and maintain liability insurance for the

full duration of the term of this contract and provide the college with a certificate of

insurance. Insurance requirements are as follows:

Must maintain workers compensation insurance as required by state statute.

Insurance must have at least $1,000,000 coverage of General Liability and Auto

Liability.

Must name the Valencia District Board of Trustees as additional insured. Typical

additional insured statement can be as follows: “The District Board of Trustees of

Valencia College, Florida included as additional insured with respects to General and

Auto Liability”.

Certificate Holder will be as follows:

District Board of Trustees

Valencia College

PO Box 3028

Orlando, FL 32802

Attn: Risk Manager (407-582-3860)

When certificate expires, contractor shall provide a new updated certificate to the

college, if still in the contract period.

e. Serving of Food. If the Contractor is serving food at any college/campus location,

an Orange County Department of Health Temporary Event Permit should be completed at

least 3 days prior the event and a copy of the permit should be part of this Agreement.

General Terms and Conditions.

a. Legal Authority. Contractor warrants that it possesses the legal authority to

enter into this Contract and that it has taken all actions required by its procedures, bylaws,

and/or applicable law to exercise that authority, execute this Contract and bind itself to its

terms.

b. Non-Assignment. Contractor shall not assign or subcontract any of its

obligations under this Contract without the advance written consent of Valencia. Any

unauthorized assignment shall be void. Valencia shall have the right, but not the obligation to

terminate this Contract, without waiver of any other right or remedy, upon notice of

Contractor’s assignment in violation of this section.

c. Entire Agreement

This Contract constitutes the entire agreement between the

Parties, and supersedes any previous contracts, understandings, or agreements of the Parties,

whether verbal or written, concerning the subject matter of this Contract. No amendment to this

Contract shall be valid unless it is made in a writing signed by the authorized representatives of

the Parties. All exhibits referenced in this Contract must be attached and initialed by the

signatories.

d. Waiver and Severability. The waiver by either Party of a breach or violation of any

provision of this Contract shall not operate as or be construed to be a waiver of any

subsequent breach of the same or other provision hereof.

In the event that any provision of

this Contract is held unenforceable for any reason, the remaining provisions of this Contract

shall remain in full force and effect.

Contractor’s Agreement 7/1/14 4

e. Governing Law, Jurisdiction and Venue. This Contract shall be interpreted and

enforced under the laws of the state of Florida. This specifically includes Florida’s laws

regarding Public Records. Any action arising under this Contract shall be filed and tried, if at

all, in the courts of Orange County, Florida.

6. Notices.

All notices required to be given under this Contract shall be deemed given when delivered by

certified mail, return receipt, or on the next business day following delivery by facsimile

transmission if a facsimile telephone number is shown below, to the designated representatives

of the Parties. A Party may change its designated representative or address at any time by

written notice in the same manner as for any other notice. The initial representatives of the

Parties are as follows:

Valencia contact:

Name:

Org/Dept:

Valencia College

Telephone: 407.582.

Fax: 407.582.

Email:

Contractor’s contact:

Name:

Attn:

Address:

City, State, Zip:

Email:

Telephone:

7. Payment Terms.

The parties agree that the Contractor shall be compensated as a lump sum payment after

services are rendered.

Preferred payment from the College is via Visa, E-commerce for immediate pay after the

services are completed;

Terms will be Net 30 days via a College check.

Contractor’s Agreement 7/1/14 5

COLLEGE:

REVIEWED FOR SUBSTANCE BY

COLLEGE CONTACT:

______________________________

Signature

______________________________

Printed Name

APPROVED BY COLLEGE

BUDGET MANAGER:

______________________________

Signature of Budget Manager

Printed Name: __________________

Title: __________________________

Date:__________________________

APPROVED:

By:

__________________________________

Signature

Printed Name: Keith W. Houck

Title: Vice President, Operations & Finance

Date:_____________________________

CONTRACTOR:

By signing below, Contractor (or its representative) represents that he/she is not an

employee or officer of Valencia and does not have any other conflict of interest that would

prevent him/her from doing business with Valencia under Florida law or Valencia’s Policy

6Hx28:1-10,Policy Against Improper Activities; Whistleblower Protection.

By:

___________________________________

Signature

Printed Name: _______________________

Title: _______________________________

Date:_______________________________

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Contractor’s Agreement 7/1/14 6

Attachment A

Internal Revenue Service 20 point Checklist for Independent Contractor

Mistakenly classifying an employee as an independent contractor can result in significant fines

and penalties. There are 20 factors used by the IRS to determine whether you have enough

control over a worker to be an employer. Though these rules are intended only as a guide – the

IRS says the importance of each factor depends on the individual circumstances – they should

be helpful in determining whether you wield enough control to show an employer-employee

relationship. If you answer “Yes” to all of the first four questions, you’re probably dealing with an

independent contractor; “Yes” to any of questions 5 through 20 means your worker is probably

an employee.

1. Profit or loss. Can the worker make a profit or suffer a loss as a result of the work, aside

from the money earned from the project? (This should involve real economic risk - not just

the risk of not getting paid.)

2. Investment. Does the worker have an investment in the equipment and facilities used to do

the work? (The greater the investment, the more likely independent contractor status.)

3. Works for more than one firm. Does the person work for more than one company at a

time? (This tends to indicate independent contractor status, but isn’t conclusive since

employees can also work for more than one employer.)

4. Services offered to the general public. Does the worker offer services to the general

public?

5. Instructions. Do you have the right to give the worker instructions about when, where, and

how to work? (This shows control over the worker.)

6. Training. Do you train the worker to do the job in a particular way? (Independent

contractors are already trained.)

7. Integration. Are the worker’s services so important to your business that they have become

a necessary part of the business? (This may show that the worker is subject to your control.)

8. Services rendered personally. Must the worker provide the services personally, as

opposed to delegating tasks to someone else? (This indicates that you are interested in the

methods employed, not just the results.)

9. Hiring assistants. Do you hire, supervise, and pay the worker’s assistants? (Independent

contractors hire and pay their own staff.)

10. Continuing relationship. Is there an ongoing relationship between the worker and

yourself? (A relationship can be considered ongoing if services are performed frequently,

but irregularly.)

11. Work hours. Do you set the worker’s hours? (Independent contractors are masters of their

own time.)

Contractor’s Agreement 7/1/14 7

12. Full-time work. Must the worker spend all of his or her time on your job? (Independent

contractors choose when and where they will work.)

13. Work done on premises. Must the individual work on your premises, or do you control the

route or location where the work must be performed? (Answering no doesn’t by itself mean

independent contractor status.)

14. Sequence. Do you have the right to determine the order in which services are performed?

(This shows control over the worker.)

15. Reports. Must the worker give you reports accounting for his or her actions? (This may

show lack of independence.)

16. Pay schedules. Do you pay the worker by hour, week, or month? (Independent contractors

are generally paid by the job or commission; although by industry practice, some are paid by

the hour.)

17. Expenses. Do you pay the worker’s business or travel costs? (This tends to show control.)

18. Right to fire. Can you fire the worker? (An independent contractor can’t be fired without

subjecting you to the risk of breach of contract lawsuit.)

19. Worker’s right to quit. Can the worker quit at any time, without incurring liability? (An

independent contractor has a legal obligation to complete the contract.)

_______________________________

Signature of Contractor

_______________________________

Signature of Budget Manager

_______________________________

Printed Budget Manager’s Name

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