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2. DISTRICT may require INDEPENDENT CONTRACTOR to provide DISTRICT with <br />evidence of Insurance in the form of an Insurance Certificate and an Endorsement, with both documents <br />naming the Coast Community College District, its Board of Trustees, Directors, Officers, Employees and <br />Agents as additional insured. The coverage amounts of such insurance, if necessary, are identified as <br />"Attachment 3" and are incorporated as a requirement of this AGREEMENT. <br />ARTICLE V INDEPENDENT CONTRACTOR <br />1. INDEPENDENT CONTRACTOR, in the performance of this AGREEMENT, will <br />determine the method, details and means of performing the above-described SERVICES, and will at <br />INDEPENDENT CONTRACTOR'S own expense, supply all labor, tools, materials, equipment, supplies, <br />and items necessary to perform such services. INDEPENDENT CONTRACTOR has no authority to bind <br />DISTRICT. INDEPENDENT CONTRACTOR understands and agrees that INDEPENDENT <br />CONTRACTOR and all of INDEPENDENT CONTRACTOR'S employees shall not be considered <br />officers, employees or agents of the DISTRICT, and are not entitled to benefits of any kind or nature <br />normally provided employees of the DISTRICT and/or to which DISTRICT's employees are normally <br />entitled. INDEPENDENT CONTRACTOR assumes the full responsibility for the acts and/or omissions <br />its employees or agents. INDEPENDENT CONTRACTOR shall assume full responsibility for payment <br />of all federal, state and local taxes or contributions, with respect to INDEPENDENT CONTRACTOR and <br />its employees. <br />ARTICLE VI MISCELLANEOUS PROVISIONS <br />1. An inducement to DISTRICT for entering into this AGREEMENT is the professional <br />reputation and competence of INDEPENDENT CONTRACTOR and its employees. Neither this <br />AGREEMENT, nor any interest therein may be assigned by INDEPENDENT CONTRACTOR without <br />the prior written consent of DISTRICT, which consent may be withheld in DISTRICT's sole discretion. <br />2. This AGREEMENT represents the entire and integrated agreement between DISTRICT <br />and INDEPENDENT CONTRACTOR and supersedes all prior negotiations, representations or <br />agreements, either written or oral. This AGREEMENT may be amended only by written instrument <br />signed by both DISTRICT and INDEPENDENT CONTRACTOR. <br />3. Nothing contained in this AGREEMENT shall create a contractual relationship with or a <br />cause of action in favor of a third party against DISTRICT, <br />4. Time is of the essence for this AGREEMENT. <br />5. To the extent allowed by law, DISTRICT shall not be liable for any special, indirect, <br />exemplary, punitive, consequential, or incidental damages, including, without limitation, lost revenues, <br />anticipated revenues or profits relating to the same arising from any claim relating directly or indirectly to <br />this AGREEMENT whether a claim for such damages is based on warranty, contract or tort even if the <br />parties are advised of the likelihood or possibility of the same. <br />6. INDEPENDENT CONTRACTOR, if an employee of another public agency, agrees that <br />INDEPENDENT CONTRACTOR will not receive salary or remuneration, other than vacation pay, as an <br />employee of another public agency for the actual time in which services are actually being performed <br />pursuant to this AGREEMENT. <br />034/062376-0003 <br />659806.01 al I/28/05 -3- <br />