HomeMy WebLinkAboutContracts & Agreements_174-2017ATTACHMENT "A"
Independent Contractor Agreement
With Don Miller
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INDEPENDENT CONTRACTOR
AGREEMENT
This agreement for conducting karate class instruction services ("Agreement") is made
and entered into this 5th day of September, 2017, ("Effective Date") by and between the City of
Redlands, a municipal corporation (hereinafter "City") and Don Miller, an individual (hereinafter
"Contractor") City and Contractor are sometimes individually referred to herein as a "Party"
and, together, as the "Parties "
RECTTALS
WHEREAS, Contractor has expressed an interest in developing and conducting Karate
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 Karate instruction services,
NOW, THEREFORE, in consideration of the mutual promises contained herein, the City
of Redlands and Don Miller, agree as follows
AGREEMENT
Section 1 Services
A City hereby engages Contractor to develop and conduct Karate instruction
services for the City's Recreation Division (the "Services") The Karate instruction services shall
be conducted at various City facilities, including, but not limited to, the Redlands Community
Center, Redlands Senior Center, and the Joslyn Senior Center 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 The Services may be scheduled by Contractor for any times, during business
hours, depending upon the availability of the City facility
C As compensation for providing the Services, Contractor shall register and collect
registration fees from participants in the youth science programs Contractor shall pay to City
thirty percent (30%) of all fees collected, no later than fourteen (14) business City days after the
first class is held Contractor shall retain seventy percent (70%) of the fees collected Contractor
shall be responsible for return payment of one hundred percent (100%) of the fees paid by a
participant in connection with any refund made 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
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as creating or establishing the relationship of employer and employee between Contractor and
City The Parties acknowledge that Contractor is not a City employee for State tax, Federal tax or
any other purpose
Section 3. Contractor's Employ 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 ten (10) 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 Any notice or other communication required, or which may be given,
pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on
the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with
return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or
(iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class,
certified, registered or express mail, in each case properly posted and fully prepaid to the
appropriate address set forth below, or such other address as a Party may provide notice in
accordance with this section
City
Chris Boatman, Director
Quality of Life Department
City of Redlands
PO Box 3005
Redlands, CA 92373
Contractor
Don Miller
7341 Benson Court
Highland, CA 92346
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 Agreement/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
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Section 10. Insurance. 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 within fifteen (15) days of the Effective
Date of this Agreement, and prior to commencement of any Services Acceptance of the
certificates by City shall not relieve Contractor of any of the insurance requirements contained
herein, nor decrease the liability of Contractor
(a) If applicable, workers' compensation and employer's liability insurance for its
employees throughout the terms of this Agreement pursuant to Labor Code
Sections 1860 and 3700, and in amounts which satisfy statutory requirements
(b) Comprehensive and general liability insurance with a carrier acceptable to City in
an amounts not less than One Million Dollars ($1,000,000) per occurrence and
Two Million Dollars ($2,000,000) aggregate for public liability, property damage
and personal injury Such insurance shall not be cancelled unless thirty (30) days
prior written notice is provided to City
(c) Except for workers' compensation and employer's liability insurance, City shall
be named as an additional insured on all policies and such insurance shall be
primary and non-contributing to any insurance or self-insurance maintained by
City
Section 11 Attorneys' Fees In the event any action is commenced to enforce or
interpret the terms or conditions of this Agreement the prevailing Party shall, 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
IN WITNESS WHEREOF, the Parties have executed this Agreement, to be effective as
of September 5ffi, 2017
CITY OF REDLANDS
CONTRACTOR
Paul W Foster, Mayor Don Miller
ATTEST
Jeanne Donaldson, City Clerk
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