HomeMy WebLinkAboutContracts & Agreements_21-2019 INDEPENDENT CONTRACTOR AGREEMENT
This agreement for conducting karate instruction services ("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 Don Miller, an individual (hereinafter
"Contractor") City and Contractor are sometimes individually referred to herein as a"Party"and,
together, as the "Parties."
RECITALS
WHEREAS, Contractoi has expressed an interest in developing and conducting Karate
classes for City's Recreation Division, and
WHEREAS, Contractoi 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 Term The term of this Agreement shall commence on January 15, 2019 and
be for a period of one (1) year unless eai her terminated as provided foi herein
Section 2 Services
A City hereby engages Contractoi 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 Centei, 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 undei this Agreement Contractor further agrees to perform the
Services to the best of its ability and in an efficient, safe and competent mannei
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, City shall register participants and
collect registration fees foi participants in Contractor's program City shall pay Contractor seventy
percent(75%)of the fees collected no latet than twenty-one days after the registration pei iod ends.
Contractor shall be responsible foi 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 Contractoi It is the expressed intention of the Parties that
Contractor is and shall remain during the term of this Agreement, an independent contractoi and
not be an employee or agent of City Nothing in this Agreement shall be interpreted or construed
1
L lcald)mlAgreementslICA with Don Miller docx
as creating or establishing the relationship of employei and employee between Contractor and
City The Parties acknowledge that Contractor is not a City employee for State tax, Federal tax of
any other purpose
Section 4 Contractor's Employee 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 notice to Contractor City shall have no liability
for any claims or damages resulting to Contractoi as a result of any exercise by Cityof 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 (1) on
the date of delivery in person, (it) five (5) days after deposit in first class registered mail, with
return receipt requested, (m) 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 propei ly 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 Clerk Don Miller
City of Redlands 7341 Benson Court
PO Box 3005 Highland, CA 92346
Redlands, CA 92373 909-864-3296
j donal d son@cityofred lands org
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 of claimed relating to the injury or death of any
person of 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, 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
Section I 1 Insurance Contractoi shall obtain and maintain during the term of this
2
L 1ca\djm\Agreements\ICA with Don Miller doex
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 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
r
Paul W Poster, Mayor Don Miller
ATTEST
S�,, A-�,
nne Donaldson, City Clerk
3
L 1ca\djm\Agreements\lCA with Don Miller docx