HomeMy WebLinkAboutContracts & Agreements_34-2004_CCv0001.pdf INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is made and entered into this 17th day of February-2004 by and between the
City ofRedlands,a municipal corporation(hereinafter"City")and Building a Generation,a California
non-profit corporation("Contractor").
RECITALS
WHEREAS, the City Council, on October 21, 2003, approved the City entering into an
agreement with Contractor for a twelve-month period beginning February 23,2004 for the provision
of recreation services to the City, and including after-school tutoring and youth development
programs (the "Services"); and
WHEREAS, Contractor has expressed an interest in providing the Services to the City; and
WHEREAS, Contractor has represented to City that it has the requisite experience, special
knowledge and expertise similar to others in the industry conducting tutoring, youth development
and other after-school recreation programs; and
WHEREAS, the Services will be funded principally through an AmeriCorps Grant with the
City paying a "matching share" as compensation for the Services;
NOW,THEREFORE, in consideration of the mutual promises contained herein the City and
Contractor hereby agree as follows:
AGREEMENT
Section 1. Services.
A. City hereby engages Contractor to conduct tutoring and youth development in the
after-school recreation programs for the City's Recreation Bureau. Contractor shall determine the
method, details and means of performing the above-described services and shall advise City of the
same prior to commencing any activities under this Agreement. Contractor further agrees to perform
such services to the best of its abiliti and in an efficient, safe and competent manner, and warrants
to City that all employees of Contractor providing the Services comply with all applicable federal,
state and local laws,including the laws governing"background checks"for persons supervising youth
recreation activities.
B. As compensation for conducting the Services, City shall pay Contractor a not to
exceed sum of$26,000.
Section 2. Independent Contractor. It is the express intention of the parties hereto that
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Contractor is an independent Contractor and not an employee or agent of City. Nothing in this
Agreement shall be interpreted or construed as creating or establishing a relationship of employer and
employee between Contractor and City. Both parties acknowledge that Contractor is not an
employee for State tax, Federal tax or any other purpose.
Section 3. Business License. Contractor shall obtain a Redlands Business License as a
condition of performing the Services required hereunder.
Section 4. Termination.
A. 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.
B. If this Agreement is terminated by City, an adjustment to Contractor's compensation
shall be made,but(1)no amount shall be allowed for unperformed services,and(2)any payment due
Contractor at the time of termination may be adjusted to the extent of any additional costs to City
occasioned by any default by Contractor.
Section 5. 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 attorney's fees and other legal expenses,arising directly or indirectly from any
act or omission of Contractor in performing its services hereunder.
Section 6. Entire Agreement/Modification. This Agreement represents the entire Agreement
of the parties hereto as to the matters contained herein. Any modification of this Agreement will be
effective only if it is in writing and signed by the parties hereto.
Section 7. Assienment. 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 8. Workers' Compensation and Employer's Liability
A. Consultant shall secde and maintain Workers'Compensation and Employer's Liability
insurance throughout the duration of this Agreement in amounts which meet statutory requirements
with an insurance carrier acceptable to City.
B. Consultant expressly waives all rights to subrogation against City, its officers,
employees and volunteers for losses arising from work performed by Consultant for City by expressly
waiving Consultant's immunity for injuries to Consultant's employees and agrees that the obligation
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to indemnify,defend and hold harmless provided for in this Agreement extends to any claim brought
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by or on behalf of any employee of Consultant. This waiver is mutually negotiated by the parties.
This shall not apply to any damage resulting from the sole negligence of City, its agents and
employees. To the extent any of the damages referenced herein were caused by or resulted from the
concurrent negligence of City,its agents or employees,the obligations provided herein to indemnify,
defend and hold harmless is valid and enforceable only to the extent of the negligence of Consultant,
its officers, agents and employees.
Section 9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
Section 10. 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.
BUILDING A GENERATION
Nancy Pintel, Executive Director
CITY OF REDLANDS ATTEST:
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--�u7sappler, Mayor I Lorriej-"oyzer, City
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