HomeMy WebLinkAboutContracts & Agreements_234-2019INDEPENDENT CONTRACTOR AGREEMENT
This agreement for the provision of conducting youth tumbling and gymnastics 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 Jamila
Coulson, (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 youth
tumbling and gymnastics classes for City's Recreation Division, and
WHEREAS, Contractor has represented to City that she 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
and Contractor agree as follows
AGREEMENT
Section 1 Term The term of this Agreement shall commence on the Effective Date, and
be for a period of three (3) years unless earlier terminated as provided for herein
Section 2 Services
A City hereby engages Contractor to develop and conduct youth tumbling and
gymnastics classes (the "Service") for City's Recreation Division 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 mannei
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 Contractor seventy percent (70%) of the fees collected no latei than thirty (30) days
after receipt and approval by City of Contractor's invoice Contractoi 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 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 4 Publicity Contractor -created marketing 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 marketing
Section 5 Other Requirements Contractor shall
A Ensure that any music or sound system is kept at levels at will not interfere with other
classes or create a public disturbance/nuisance
B Maintain the highest degree of participant safety possible
Section 6. 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 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 or
without cause, upon twenty (20) 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 9 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, 01 such other address as a Party may provide notice in
accordance with this section
City
City CIerk
City of Redlands
PO Box 3005
Redlands, CA 92373
jdonaldson@cityofredlands org
909-798-7531
Contractor
Jamila Coulson
1745 Capri Avenue
Mentone, CA 92359
jamilacoulson@grnail com
909-648-0920
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 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 11 Entire Agreement/Amendment This Agreement represents the entire
Agreement of the Parties as to the matters contained herein Any amendment of this Agreeinent
shall be effective only if it is in writing and signed by the Parties
Section 12 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 13 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 14 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 15 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 of lia.bihty, 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
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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
onaldson, City Cler
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