HomeMy WebLinkAboutContracts & Agreements_20-2019 INDEPENDENT CONTRACTOR AGREEMENT
This agreement for the provision of conducting parenting classes ("Agreement") is made and
entered into this 5th day of February, 2019 ("Effective Date") by and between the City of Redlands,
a municipal corporation (hereinafter "City") and Pamela Henry (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 developing and conducting parenting
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 Pamela Henry agree as follows
AGREEMENT
Section I Term The term of this Agreement shall commence on January 15, 2019 and be
foi a period of one (1) year unless earlier terminated as provided for herein
Section 2 Services
A City hereby engages Contractor to develop and conduct parenting classes for City's
Recreation Division (the "Services") 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 tunes and days, contingent upon
City approval and the availability of facilities
C As compensation foi providing the Services, City shall register participants and
collect registration fees foi 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 3 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
of establishing the relationship of employer and employee between Contractor and City The Parties
acknowledge that Contractor is not a City employee foi State tax, Federal tax or any other purpose
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Section 4 Contractor's Employees No other employees or agents of Contractor shall
participate in the performance of the Services without the prior written consent of City
Section 5 Business License Contractor shall obtain a City of Redlands business license as
a pre-condition of performing the Services
Section 6 Termination City shall have the right to terminate this Agreement, with or
without cause, upon twenty(20) days prior written nonce to Contractoi 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 7 Notices Any notice or other communication required, of 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, of such other address as a Party may provide notice in accordance with this section
City Contractor
City CIerk Pamela Henry
City of Redlands 528 Hibiscus Dr Apt A -210
PO Box 3005 Redlands, Ca 92373
Redlands, CA 92373 soulcustody.pamela@gmall.com
jd on aldson@cityo fred lands org (909) 809-8239
909-798-7531
Section 8 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 9 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 10 Assignment This Agreement shall not be assigned without the prior written
consent of City Any assignment, of 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
Section 11 Insurance Contractoi 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,
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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 12 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
Section 13 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 CONTRACTOR
Paul W Foster, Mayor Pamela Henry
ATTEST.
Jean oval son, City Clerk
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