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HomeMy WebLinkAboutContracts & Agreements_9-2017 INDEPENDENT CONTRACTOR AGREEMENT This agreement for the provision of conducting dance and movement classes ("Agreement") is made and entered into this 17'day of January, 2017 ("Effective Date")by and between the City of Redlands, a municipal corporation(hereinafter"City")and Gail Abrams, an individual (hereinafter "Contractor") City and Contractor are sometimes individually referred to herein as a 'Party"and,together, as the"Parties" RECITALS WHEREAS,Contractor has expressed an interest in conducting dance and movement classes for City's Recreation Division, and WHEREAS, Contractor has represented to City that it has the requisite experience,special knowledge and professional expertise similar to others in the recreation industry who conduct these services, NOW, THEREFORE, in consideration of the mutual promises contained herein,the City of Redlands and Gail Abrams agree as follows AGREEMENT Section 1 Services A City hereby engages Contractor to conduct dance and movement classes for City's Recreation Division (the"Services") These classes shall be conducted at the City's Recreation Facilities Contractor shall determine the method, details and means of performing the Services and shall advise City of the same prior to the provision of any Services under this Agreement Contractor further agrees to perform the Services to the best of its ability and in an efficient, safe and competent manner B Services may be scheduled by Contractor for any times, during week days, depending upon the availability of the City's Recreation Facilities C As compensation for providing the Services City shall register participants and collect registration fees for participants in Contractor's program City shall pay Contractor seventy percent(70%) of the fees collected no later than twenty-one days after the registration period ends Contractor shall be responsible for payment of 100%of the fees paid by a participant in connection with any refund to the participant City shall have no obligation for refunds Section 2 Independent Contractor It is the expressed intention of the Parties that Contractor is and shall remain during the term of this Agreement,an independent contractor and not be an employee or agent of City Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and City 1 1 Icaldjm\AgreementsliCA Gail Abrams 1 17 17 docx The Parties acknowledge that Contractor is not a City employee for State tax,Federal tax or any other purpose Section 3 Contractor's Emolovees No other employees or agents of Contractor shall participate in the performance of the Services without the prior written consent of City Section 4 Business License Contractor shall obtain a City of Redlands business license as a pre-condition of performing the Services Section 5 Termination City shall have the right to terminate this Agreement, with or without cause,upon twenty(20) days prior written notice to Contractor City shall have no liability for any claims or damages resulting to Contractor as a result of any exercise by City of its right to terminate this Agreement Section 6 Notices All notices shall be given in writing by personal delivery or by mail Notices, sent by mail should be addressed as follows City Chris Boatman, Director Quality of Life Department City of Redlands PO Box 3005 Redlands, CA 92373 Contractor Gail Abrams 28757 Hilltop Drive Highland, CA 92346 When so addressed,such notices shall be deemed given upon deposit in the United States Mail Changes may be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section Section 7 Indemnity Contractor shall defend, indemnify and hold City,its elected officials, officers, employees and agents harmless from and against any and all actions,damages, losses, causes of action and liability imposed or claimed relating to the injury or death of any person or damage to any property, including attorneys' fees and other legal expenses, arising directly or indirectly from any negligent act or omission of Contractor in performing the Services Section 8 Entire Aareement/Amendment This Agreement represents the entire Agreement of the Parties as to the matters contained herein Any amendment of this Agreement shall be effective only if it is in writing and signed by the Parties Section 9 Assignment This Agreement shall not be assigned without the prior written consent of City Any assignment, or attempted assignment, without such prior consent, shall be null and void and, at the option of City,result in the immediate termination of this Agreement 2 1 1caWjm\Ab=mentsllCA Gail Abrams€ 17 17 docx Section 10 Insurance Contractor shall provide insurance coverage for program participants as specified in the City's contract with Southern California Municipal Athletic Federation for recreation programs Contractor shall be responsible for paying all costs associated with insurance coverage Contractor shall obtain and maintain during the term of this Agreement all insurance required by this Section and shall submit to City certificates of insurance and appropriate endorsements evidencing that the insurance is in force and effect Evidence of such insurance shall be provided to City concurrent with Contractor's execution of this Agreement Acceptance of the certificates by City shall not relieve Contractor of any of the insurance requirements contained herein,nor decrease the liability of Contractor Section l l Attornevs'Fees In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement the prevailing Party shalt,in addition to any costs or other relief,be entitled to recover its reasonable attorneys'fees,including fees for use of in-house counsel by a Party Section 12 Hold Harmless and Indemnification Contractor shall indemnify, hold harmless and defend City and its elected officials, employees and agents from and against any and all claims, losses or liability,including attorneys' fees,arising from injury or death to persons or damage to property occasioned by any negligent act, omission or failure to act by Contractor,its employees and agents in performing the Services CITY OF REDLANDS (:3�p e _j_j) ti _ Date 1 /1-7/f -7 Paul W Foster, Mayor BATTIEST 6�Wanne Donaldson, City Clerk CONTRACTOR Date Gail Xbrams ` 3 1 1caAnim AgreementsllCA Gail Abrams 1 17 17.doex