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Consultant Agreement

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Consultant Agreement Powered By Docstoc
					                                                                                                             revised 12/01/03



          HOW TO PROCESS A "CONSULTANT / INDEPENDENT CONTRACTOR
                               AGREEMENT"
STOP !!!-----READ THIS FIRST:                         Involve the purchasing / contracting office early in your planning /
selection process. Fair and open competition between all qualified consultants / independent contractors providing
similar services is required by law. Let us assist you in your process to assure a smooth final approval of your
agreement. The total dollar amount and/or type of procurement will determine whether the purchasing / contracting
office must take the lead in the selection process.


                         Action                                                                    Responsibility

1. Prepare contract / agreement (3 copies)                                                        1. Originator
   At least one copy with original signatures.
             Obtain all necessary signatures including consultant's. Signatures may
             be obtained in the most convenient order, however, the authorized
             contracting agent's signature will be accomplished when agreement
             reaches the Purchasing/Contracting Dept. and therefore must be last.
2. Verify budget in the proper account, (for the maximum contract amount)                         2. Originator
   enter a requisition for approval and forward contract copies to the
   Purchasing/Contracting Dept.
             Also attach a brief discussion of your vendor selection process including:
             Names of vendors considered, selection criteria applied (weight of each if not
             equal), reason for choice made, and additional rationale if choice is not the lowest
             total cost to the COLLEGE. As an example, typical selection criteria might include:
             Required credentials (10%), Amount of specifically related verifiable
             Experience (10%), Verifiable list of satisfied clients/customers (25%), Past
             performance with COLLEGE (20%), and Total cost to the COLLEGE (35%).
3. Review contract for completeness, assist in analysis of the status of consultant               3. Purchasing /
   (employee vs. independent contractor), review/approval of the consultant                       Contracting Department
   selection process, sign agreement, and generate a Purchase Order.
4. Distribute Purchase Order and contract copies bearing all signatures as follows:               4. Purchasing /
                                                                                                  Contracting Department
             a. COLLEGE staff person assigned to administer the agreement
                      (College’s Contract Representative)
             b. Consultant / Independent Contractor
             c. Purchasing/Accounts Payable Files
5. Payment Approval:                                                                              5. College’s Contract
             a. Upon completion of services/contract: sign copy of Purchase                       Representative
                Order indicating approval for final payment, attach invoices                      (assigned staff person as
                (also signature approved), and forward to Accounts Payable.                       stated in the contract)

           b. If partial or incremental payments are to be made, this information must be
              noted on original requisition. As incremental payments are due, make a copy of
              the Purchase Order, attach signature approved and dated invoices,
              and forward to Accounts Payable. When final payment is due,
              follow directions in 5 (a).
    When: Complete the contract and forward for processing as soon as it is determined that the service will be
           performed. Do not wait until the service is performed, forward immediately. Contracts signed after-the-fact
           offer the COLLEGE no protection and payment
     Note: Your supervisor or your division head may require review/approval of all consultant contracts; there is a
           signature space for this approval on the agreement.



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      Note: All compensation must be stated in the contract. This includes the amount agreed upon for the service, all
            expenses for travel, lodging and charges for materials and supplies. If reimbursable expenses are not
            specifically itemized on the agreement, they cannot be paid under this expenditure approval.

      Note: Do not process a consultant services agreement for a COLLEGE employee or, in most cases, a recent
            retiree. Request assistance from the director of either the Purchasing Dept. or the Accounting Dept. in
            determining employee vs. independent contractor status.
                         Employee or Independent Contractor?
         THE IRS'S 20 FACTORS USED TO DETERMINE EMPLOYMENT STATUS
The traditional tests to determine whether a worker is an employee or independent contractor involve the concept of
control: Are the services of the worker subject to the College's will and control over what must be done and how it must
be done? In Revenue Ruling 87-41, 1987-1 CB 296, the IRS developed 20 factors used to determine whether a worker is
an independent contractor under the common law. Remember: the burden of proof is on the taxpayer; therefore, in
general, at least 11 of these factors must show independent contractor status under the common law tests. However, the
problem with these factors is that they are designed to cover every worker’s situation in every industry and there are no
specific rules on how to weight each one. To complicate matters further, individual IRS agents and appeals officers can
apply the factors very differently. Seldom will all 20 point in the same direction. Still, as a rule, the more factors that
support your contention that a worker is truly independent, the stronger your case will be.

           For the following questions, a "yes" answer means the worker is an employee.
          1 Does the College provide instructions to the worker about when, where, and how he or she is to perform the
            work?
          2 Does the College provide training to the worker?
          3 Are the services provided by the worker integrated into the College's business operations?
          4 Must the services be rendered personally by the worker?
          5 Does the College hire, supervise and pay assistants to the worker?
          6 Is there a continuing relationship between the College and the worker?
          7 Does the College set the work hours and schedule?
          8 Does the worker devote substantially full time to the business of the College?
          9 Is the work performed on the College's premises?
         10 Is the worker required to perform the services in an order or sequence set by the College?
         11 Is the worker required to submit oral or written reports to the College?
         12 Is the worker paid by the hour, week, or month?
         13 Does the College have the right to discharge the worker at will?
         14 Can the worker terminate his or her relationship with the College any time he or she wishes without
            incurring liability to the principal?
         15 Does the College pay the business or traveling expenses of the worker?
 For the following questions, a "yes" answer means the worker is an independent contractor.
         16   Does the worker furnish significant tools, materials and equipment?
         17   Does the worker have a significant investment in facilities?
         18   Can the worker realize a profit or loss as a result of his or her services?
         19   Does the worker provide services for more than one firm at a time?
         20   Does the worker make his or her services available to the general public?




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              COCONINO COUNTY COMMUNITY COLLEGE DISTRICT ("COLLEGE")
                                                         2800 S Lone Tree Road, Flagstaff, Arizona 86004
                                CONSULTANT / INDEPENDENT CONTRACTOR AGREEMENT
Dates . This agreement, dated _________________         200____,         is for the performance of services beginning
                        , 200____ "commencement date") through
                                (the                                                           , 200____ (the
"completion date").     [Note: The completion date should be no later than June 30th of current budget year.]

Consultant . This agreement is between the COLLEGE and
("Consultant") Notices to Consultant should be addressed as follows:

Services . Consultant shall perform the following consulting and advisory services, including related technical support
services, (collectively the "Services") for the COLLEGE:




[Note: Description of Services should address material expectations of Consultant, and should be as detailed as possible,
including type and quality of end products expected, time expended, location and manner of services.] "COLLEGE
Supplies and Equipment" which may be used by Consultant are as follows: (if NONE state NONE)



Though the College is contracting for the completion of services described in paragraph 3, the following rates &
definitions apply: Compensation. Consultant shall be compensated as follows (rate and term):




A day of compensable service is the equivalent of ______hour(s) a day. "Reimbursable Expenses" include the
following:

The Contract Maximum is $_______.
The Services are expected to require___________days/hours of the Consultants time.
Other. This agreement incorporates the CONSULTANT / INDEPENDENT CONTRACTOR AGREEMENT
STANDARD TERMS AND CONDITIONS-FORM 101, except as follows:


                          The undersigned agree to be bound by the terms and conditions of this agreement:

Sign:                                                                                  Sign:
COLLEGE’s Contract Representative(assigned staff person)(Budget Mgr/Administrtor)                Consultant's Authorized Agent



Date:                                                                                  Date:

                                                                                    Printed / Typed Name:

Sign:                                                                               Agent's Position / Title:
                      Supervisor or Division Head (if required)

Sign:
                    Authorized COLLEGE Contracting Agent                                           Tax I.D. # / Employer Indentification (if business entity)

Date:



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                                                                                         Social Security # (if individual consultant / owner)



                 COCONINO COUNTY COMMUNITY COLLEGE DISTRICT ("COLLEGE")
                                               2800 S Lone Tree Road, Flagstaff, Arizona 86004

                          CONSULTANT / INDEPENDENT CONTRACTOR AGREEMENT
                                          STANDARD TERMS AND CONDITIONS-FORM 101


1.      Performance of Services. Consultant shall perform all Services in a competent and professional manner under the oversight of
College’s contract representative (assigned staff person) who shall review and evaluate Consultant's performance, determine the final
acceptance of the Services, and approve & submit invoices for payment upon contract completion. Unless otherwise expressly provided in
the agreement, COLLEGE will rely upon Consultant to put in such number of hours as is reasonably necessary to fulfill the spirit and purpose
of the agreement. This agreement is for personal services to be performed by Consultant and may not be assigned to, sub-let to, or performed
by any person or persons who are not parties hereto except by employees of Consultant whose names and qualifications have been approved
by COLLEGE. This agreement calls for the performance of the Services, as an independent contractor and Consultant will not be considered
an employee of the COLLEGE for any purpose.

2.     COLLEGE Equipment and Supplies. Any COLLEGE Equipment and Supplies are for the convenience of Consultant and such
accommodation shall not operate as an indicia of employment. Consultant agrees to use ordinary care to safeguard and maintain COLLEGE
Equipment and Supplies and shall not permit the use thereof by any other person, or in any manner which is inconsistent with the designed
uses therefor, and shall be held accountable for loss, damage or destruction arising from Consultant's use.

3.     Compensation and Reimbursements. Services requiring less than a full day of service shall be compensated at the fractional
equivalent of the per diem rate for the hours or work performed. The total compensation (including expense reimbursements) paid under this
agreement shall not exceed Contract Maximum without the express written approval of the Authorized COLLEGE Contracting Agent. If the
scope of Consultant's Services expands beyond that originally contemplated in connection with this agreement, Consultant may request in
writing that the Contract Maximum be increased. Consultant shall be allowed and authorized to incur and shall be reimbursed for the
Reimbursable Expenses (itemized in the agreement), provided that such expenses are reasonable and necessary for the performance of the
Services. Expenses other than Reimbursable Expenses (itemized in the agreement) will not be paid by COLLEGE. In order to insure prompt
payment of all compensation, Consultant should communicate with COLLEGE contract representative to assure available funds are in the
proper account and that all transaction approvals are in place prior to Services being rendered. Consultant should submit invoice(s),
referencing the assigned purchased order number, directly to COLLEGE contract representative for approval and forwarding to the accounts
payable department.

4.     Term and Termination. The completion date shall not go beyond June 30th of any year without the express written approval of the
College’s chief financial officer. This agreement shall terminate on the completion date, provided that: (a) COLLEGE may earlier terminate
this agreement at any time if Consultant does not perform, refuses to perform, or if, in the professional judgment of the College’s contract
representative named herein, Consultant's performance is unsatisfactory as to the manner of performance or the product of said performance
and fails to meet the COLLEGE’S requirements as specified in this agreement, and (b) COLLEGE may terminate this agreement at any time
and for any reason with thirty (30) days advance written notice to Consultant. In the event of early termination, Consultant shall be paid for
all Services performed to the date of termination together with an amount for approved expenses due and owing, provided that such payments
shall not exceed the reasonable value of the Services provided. By mutual consent of the parties hereto the term of Services may be extended
by reformation of this agreement and the attachment hereto of an addendum mutually executed setting forth the extended term.

5.     Indemnification. Consultant shall obtain and/or maintain worker's compensation insurance or self-insurance coverage to the extent
required by and in accordance with the laws of the State of Arizona. Consultant shall be responsible for paying all applicable taxes and fees
including, but not limited to, excise tax, federal, state and local income taxes, payroll and withholding taxes, unemployment taxes, and
workers' compensation payments for its employees and shall indemnify and hold the COLLEGE harmless for all claims arising under such
taxes and fees. Consultant shall indemnify COLLEGE against all liability or loss, and against all claims or actions based upon or arising out
of damage or injury (including death) to persons or property caused by or sustained in connection with the performance of the agreement or
by conditions created thereby, or based upon any violation of any statute, ordinance, building code or regulation, and the defense of any such
claims or actions.

6.     Limitations on COLLEGE Obligations. Any financial commitment of the COLLEGE arising out of this agreement is subject to
annual appropriation by the College District’s Governing Board. This agreement is not intended to create a multiple fiscal year debt or other
obligation and the College’s obligations hereunder shall be interpreted and limited in such a manner as to avoid creation of a multiple fiscal
year debt or other obligation.

7.    Information. Consultant shall keep confidential all confidential and privileged information of the COLLEGE. COLLEGE shall
become the owner of and entitled to exclusive possession of all records, documents, graphs, photographic or other reproductions of any kind
produced in the scope of Services performed and no other uses thereof will be permitted except by permission of the COLLEGE.

8.      Miscellaneous. This agreement contains the entire understanding of the parties and supersedes all prior understandings, agreements or
representations by or between the parties, whether written or oral, which relate in any way to the subject matter of this agreement. Execution
of this agreement constitutes a representation by the Consultant that to the best of Consultant's knowledge no conflict of interest exists
between the College’s contract representative and the Consultant or its employees and agents. All notices required or permitted by this
agreement shall be in writing and shall be either hand delivered, sent by facsimile, or sent by U.S. mail, postage prepaid, addressed to the last
known address of the other party.




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