HomeMy WebLinkAboutContracts & Agreements_235-2019INDEPENDENT CONTRACTOR AGREEMENT
This agreement for the provision of conducting tai chi classes (`Agreement') is made and
entered into this 3rd day of December, 2019 ("Effective Date") by and between the City of
Redlands, a municipal corporation (hereinafter "City") and Linda Hamilton, (hereinafter
"Contractor") City and Contractor are sometimes mdi\ idually refereed to herein as a "Party' and,
tol?ether, as the Parties "
RECITALS
WHEREAS, Contractoi has expressed an interest in developing and conducting tai chi
classes for City's Recreation Di ision, and
WHEREAS Contractor has represented to City that she has the requisite experience
special knowledge and professional expertise similar to others m the recreation industry who
conduct these services,
NOW, THEREFORE, in consideration of the mutual promises contained herein, the City
and Contractoi aIIree as follows
AGREEMENT
Section 1 Terri The term of this Agreement shall commence on the Effective Date, and
be for a period of three (3) years unless caihei terminated as provided foi herein
Section 2 Services
A City hereby engages Contractoi to develop and conduct tai chi classes (the
"Services ') for City's Recreation Division Contractor shall determine the method, details and
means of performing the Services and shall ad\ ise City of the sante 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 foi participants in Contractor's program After the registration period ends,
City shall pay Contractoi seventy percent (75%) of the fees collected no later than thirty (30) days
aftei receipt and approval by City of Contractor's invoice Contractoi 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 foi 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 01 agent of City Nothing in this Agreement shall be interpreted or construed
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as creating or establishing the relationship of employee and employee between Contractoi and
City The Parties acknowledge that Contractor is not a City employee for State tax, Federal tax or
any other purpose
Section 4 Publicitv Contractor -created maiketing materials must be approved in writing
by City before distribution and use City reserves the right to broadcast, televise and photograph
class participants for the purpose of maiketing
Section 5. Other Requirements Contractoi shall
A Ensure that any music oi sound system is kept at levels at will not interfere with othei
classes or create a public disturbance!ntusance
B Maintain the highest degree of participant safety possible
Section 6 Contractor's Emplovees No other employees or agents of Contractor shall
participate m the performance of the Services without the prior written consent of City
Section 7 Business License Contractor shall obtain a City of Redlands business license
as a pre -condition of performing the Services
Section 8 Termination City shall have the right to terminate this Agreement, with oi
without cause, upon twenty (20) days prion written notice to Contractoi City shall have no liability
foi any claims 01 damages resulting to Contractor as a result of any exercise by City of its right to
terminate this Agreement
Section 9 Notices Any notice 01 othei communication required, 01 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, (n) five (5) days after deposit in first class registeied mail, with
return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, of
(iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class.
certified, registered 01 express mail, in each case properly posted and fully prepaid to the
appropriate address set forth below, oi such othei address as a Party may provide notice in
accordance with this section
City Contractoi
City Cleik Linda Hamilton
City of Redlands 80 N Center Street
PO Box 3005 Redlands, CA 92373
Redlands, CA 92373 participationworks@verizon net
jdonaldson cr cityofredlands org 909-735-5163
909-798-7531
Section 10. 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 01 death of any
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person oi damage to any property, including attorneys' fees and other legal expenses, arising
directly oi indirectly from any negligent act oi omission of Contractoi m performing the Services
Section 11 Entire Agreement/Amendment This Agreement represents the entire
Agi eement of the Parties as to the matters contained herein Any amendment of this Agreement
shall be effective only if it is m wntnng and signed by the Parties
Section 12 Assignment. This Agreement shall not be assigned without the prior written
consent of City Any assignment, 01 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 13 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 m force and effect EA idence 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 Contractoi of any of the insurance requirements contained herein, not decrease
the liability of Contractoi
(a) If applicable, \honkers compensation and employee's liability insurance for its
employees throughout the terns of this Agreement pursuant to Laboi 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 (51,000,000) pei occurrence and Two
Million Dollars (52,000,000) 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 foi workers' compensation and employer's ltabihty 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 14. Attorneys' Fees In the event any action is commenced to enforce or interpret
the terms oi conditions of this Agreement the prevailing Party shall in addition to any costs of
other relief, be entitled to recover its reasonable attorneys' fees, including fees foi use of m -house
counsel by a Party
Section 15 Hold Harmless and Indemnification Contractoi shall indemnify, hold
harmless and defend City and its elected officials, employees and agents from and against any and
all claims, losses oi liability, including attorneys' fees, arising from injury 01 death to persons 01
damage to property occasioned by any negligent act, omission oi failure to act by Contractor, its
employees and agents in perforating the Services
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IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of
December 3, 2019
CITY OF REDLANDS
Paul W Foster, Mayor
ATTEST
e Donaldson, City Clerk
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CONTRACTOR
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