HomeMy WebLinkAboutContracts & Agreements_18-2019INDEPENDENT CONTRACTOR AGREEMENT
This agreement for conducting 55 -plus fitness 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 Ann Davis -Schultz (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 55 -plus
fitness classes, including, but not limited to, Zumba Gold exercise 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, TBEREFORE, in consideration of the mutual promises contained herein the City
of Redlands and Ann Davis -Schultz 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 earlier terminated as provided for herein
Section 2 Services
A City hereby engages Contractor to develop and conduct 55 -plus fitness 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 times and days, contingent upon
City approval and the availability of 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 3 Indoendent 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
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City The Parties acknowledge that Contractor is not a City employee for State tax, Federal tax or
any other purpose
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 ninety (90) 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 7 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, (in) 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 marl, 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
City Clerk
City of Redlands
PO Box 3005
Redlands, CA 92373
3donaldson@cityofredlands org
909-798-7531
Contractor
Ann Davis -Schultz
501 Bond Street
Redlands, Ca 92373
anndschultz@yahoo com
909-936-4211
Section 8 lndemniity. 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 of 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, 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
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Section 11 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 myury Such insurance shall not be cancelled unless flurry (30) days prior
written notice 1s 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 Parry 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
ATTEST
! D naldson, City Clerk
L 1ca1djmlAgreementsl1CA with Ann Davis-Schultz.docx
Ann Davis -Schultz