HomeMy WebLinkAboutContracts & Agreements_136-2002_CCv0001.pdf INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is made and entered into this 3rd day of September, 2002 by and between
the City of Redlands. a municipal corporation, hereinafter ("City") and Custom Service Systems,
hereinafter("Contractor").
AGREEMENT
Section 1. Contract Documents. Contractor shall furnish to City of Redlands Police
Department janitorial services for City facilities located at City's Police Department,2112 Brookside
Avenue, Redlands, California; Police Administrative Officers, 30 Cajon Street, Redlands, CA;
Redlands Animal Shelter, 504 North Kansas Street,Redlands, CA; Joslyn Senior Center, 21 Grant
Street,Redlands,CA; Community Policing Stations,406 Orange Street, 1568 North Orange Street,
#A, 1150 Brookside Avenue, ii JIA and 1381 East Citrus Avenue. The specific janitorial services
to be performed by Contractor are specified in Exhibit"A"which is attached hereto and incorporated
by reference into this Agreement.
Section 2. Payment. Contractor shall be paid the sum of Five thousand five hundred
ninty-five dollars and no/100 ($5,595.00)per month for the janitorial services provided under this
Agreement. Contractor shall provide City with a monthly invoice and shall be entitled to payment
within thirty(30) days thereof City retains the right to challenge all or any part of an invoice.
Section 3. Tenn and Cancellation. The term of this Agreement shall be for one(1)year
from the date first written above, and shall be automatically renewed for successive one (1) year
terms, unless terminated by either City or Contractor by providing written notice of such
termination to the other ninety (90) days prior to the date of the end of the term.
Section 4. Indemnity. Contractor shall defend, indemnify and hold harmless City, its
elected officials, officers, employees and agents, from and against any and all actions, claims,
demands, lawsuits and liability for damages to persons or property that may be asserted or claimed
by any person, firm,entity,corporation,political subdivision or other organization arising out of or
in connection with Contractor's negligent acts or omissions in performing the services required by
this Agreement;but excluding such actions,claims,demands, lawsuits and liability for damages to
persons or property arising from the sole negligence or willful misconduct of City, its officers,
employees or agents.
Section 5. Insurance. Contractor shall procure and maintain during the term of this
Agreement,comprehensive general liability and property damage insurance,including automobile
and excess liability insurance,against all claims for injuries to persons or damages to property which
may arise from or result in connection with the performance of Contractor's services, its agents,
representatives, employees or subcontractors. Contractor shall also carry Workers' Compensation
Insurance in accordance with State of California Workers' Compensation laws. Except for workers'
compensation insurance,all of Contractor's insurance shall name City,its elected officials,officers,
employees, agents, representatives and volunteers (collectively hereinafter "City and City
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employees. agents, representatives and volunteers (collectively hereinafter .'City and City
Personnel")as additional or co-insureds and contain no special limitations on the scope of protection
afforded to City and City Personnel. All of Contractor's insurance f 1)shall be primary insurance and
any insurance or self-insurance maintained by City or City Personnel shall be in excess of the
Contractor's insurance and shall not contribute with it; (ii)shall be"date of occurrence"rather than
"claims made" insurance-, (iii) shall apply separately to each insured against whom claim is made
or suit is brought, except with respect to the limits of the insurer's liability-, (iv)shall be written by
insurance companies qualified to do business in California and rated "B+" or better in the most
recent edition of Best Rating Guide, and only if they are of a financial category Class X or better,
unless such rating qualifications are waived by City, in its sole and absolute discretion.
Each insurance policy shall be endorsed to state that coverage shall not be suspended,voided,
canceled, reduced in coverage or in limits, or non-renewed, without thirty (30) days prior written
notice thereof given by the insurer to City by U.S. Mail, certified or personal delivery.
Contractor shall furnish City with duplicate originals of insurance certificates and
endorsements effecting coverage required by this Agreement which shall be received and approved
by City before any services are commenced. The duplicate originals and original endorsements for
each policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. The
procuring of such insurance or the delivery of duplicate originals and endorsements evidencing the
same shall not be construed as a limitation on Contractor's obligation to indemnify the City and City
personnel.
The amount of insurance required hereunder shall be as follows:
A. General Liability (including premises and operations,contractual liability.personal
injury, independent contractor's liability): One Million Dollars ($1,000,000), single limit. per
occurrence and annual aggregate.
B. Automobile Liability (including owned, non-owned and hired autos): One Million
Dollars ($I.000,000), single limit, per occurrence and amoral aggregate.
C. Workers' Compensation and Employer's Liability: In accordance with State
Statutory requirements.
Any deductible or self-insured retentions shall be declared to and approved by City prior to
the execution of this Agreement by City.
For any Workers' Compensation and Employer's Liability Coverage,the insurer shall agree
to waive all rights or subrogation against City and City Personnel arising from work-performed by
Contractor for City. Contractor shall require all subcontractors similarly to provide such Workers'
Compensation Insurance for their respective employees. City and City Personnel shall not be
responsible for any claims in law or equity occasioned by failure of Contractor to comply with this
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section or with the provisions of law relating to Worker's Compensation.
Section 6. Independent Contractor. It is the express intention of the parties hereto that
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 City and Contractor. Both parties acknowledge that Contractor is not an
employee for State tax,Federal tax or any other purpose.
Section 7, Discrimination Prohibited. In the performance of this Agreement and in the
hiring and recruitment of employees, Contractor shall not discriminate on the basis of race, creed,
color, religion, sex,physical handicap, ethnic background or country of origin.
Section S. Replacement of Assigned Personnel. The parties agree that "cause" for
replacement of an assigned employee, as provided in City's Specification for Janitorial Services,
shall be deemed established when City's Chief of Police, or his designee, provides a written
explanation to Contractor as to the reason why such action is necessary. The determination of the
necessity for such action shall be within the sole and unfettered discretion of the Chief of Police or
his designee.
Section 9. Notices. Any notice to be given pursuant to this Agreement shall be deposited
with the United States Postal Service, postage prepaid and addressed as follows:
CITY: James R. Bucermann, Chief of Police
212 Brookside Avenue
P.O. Box 3005
Redlands, California 92373
CONTRACTOR: Custom Services Systems
2800 Hulen Place
P.O. Box 5596
Riverside., California 92517
Nothing in this paragraph shall be construed to prevent the giving of notice by personal service.
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Section 10. Assig ent. Contractor shall not assign or subcontract any part of the
services subject to this Agreement without first obtaining the written consent of City.
Section 11. Modifications. No change or modification of the terms or provisions of this
Agreement shall be deemed valid unless in ,vriting and signed by both parties.
Section 12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
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Section 113 Effect of Headings. The heading sections of this Agreement have been
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inserted for convenience of reference only and shall not affect the interpretation of any of the
provisions of this Agreement.
Section 14. Attorney's 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 and
other relief, be entitled to the recovery of reasonable attorney's fees.
Section 15. Entire Agreement. This Agreement represents the entire agreement of the
parties hereto as to the matters contained herein and supersedes any and all prior written or verbal
agreements between the parties.
IN'WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and
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date first shown at Redlands, California.
CITY OF REDLANDS
-7C-5-
By:
Karl N. Haws, Mayor
ATTEST:
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Lqrr I ie Poyzer. (. Oerk
CUSTOMS
By:
Ken Truelock, Vice President
Custom Service Systems
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