HomeMy WebLinkAboutContracts & Agreements_162-2004_CCv0001.pdf n
w INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is made and entered into this 19th day of October,2004,by and between the
City of Redlands,a municipal corporation("City")and.Grace Building Maintenance("Contractor").
ARTICLE 1 - ENGAGEMENT OF CONTRACTOR.
1.1 City hereby engages Contractor to perform janitorial services for City facilities located at its
Civic Center,Police Annex,Hillside Memorial Park,Corporate Yard,Community Policing Stations
(406 Orange Street, 1568 N. Orange Street # A, 1150 Brookside Ave #J 1A, and 1381 E. Citrus
Avenue), Community Center and Community Senior Center, Smiley Library, Police Safety Hall
Animal Shelter, Joslyn Senior Center and Waste Water Treatment Plant (the "Services) The
specific Services to be performed by Contractor are described in Exhibit "A," which is attached
hereto and incorporated herein by this reference.
1.2 Contractor shall comply with all applicable Federal,State and local laws in the performance
of the Services including,but not limited to,all applicable State Labor Code laws and the State's Fair
Employment and Housing Act,
ARTICLE 2 - RESPONSIBILITIES OF CITY
2.1 City shall provide Contractor with information in City's possession that is relevant to the
performance of the Services.
2.2 City will provide Contractor with access to City-owned property as required by Contractor to
perform the Services.
ARTICLE 3 - PERIOD OF SERVICE
3.1 Contractor shall perform the Services in a prompt and diligent manner and in accordance
with the schedule set forth in Exhibit "A." The Services shall be commenced by Contractor on the
date of City's issuance of a written notice to proceed.
ARTICLE 4 - PAYMENTS TO THE CONTRACTOR
4.1 The total compensation for Contractor's performance of the Services shall not exceed Seven
Thousand Five Hundred Sixty Dollars ($7,560.00) per month.
4.2 Contractor shall invoice City monthly and shall be entitled to payment within thirty(30)days
thereof. City retains the right to challenge all or any part of an invoice. Payments by City to
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Contractor shall be made within thirty(30)days after receipt and approval of Contractor's invoice,by
warrant payable to Contractor.
4.3 All notices, bills and payments shall be made in writing and may be given by personal
delivery or by mail. Notices, bills and payments sent by mail shall be addressed as follows:
City: Contractor:
Marjie Pettus Grace Building Maintenance
Administrative Services Director 3580 Wilshire Blvd., Ste. 1420
City of Redlands Los Angeles, CA 90010-2501
PO Box 3005, Suite 10
Redlands, CA 92373
When so addressed,notices shall be deemed given upon deposit in the United States mail. Changes
may be made in the names and addresses of the persons to whom notices and payments are to be
given by giving notice pursuant to this Section.
ARTICLE 5 -INSURANCE AND INDEMNIFICATION
5,1 Contractor's Insurance to be Primary. All insurance required by this Agreement shall be
maintained by Contractor during the term of this Agreement, and shall be primary with respect to
City and non-contributing to any insurance or self-insurance maintained by City. Contractor shall
provide City with Certificates of Insurance and endorsements evidencing such insurance prior to
commencement of any Services.
5.2 Workers' Compensation and Employer's Liability
A. Contractor shall secure and maintain Workers' Compensation and Employer's
Liability insurance for its employees throughout the term of this Agreement pursuant to California
Labor Code sections 3700 and 1860 and in amounts which satisfy statutory requirements with an
insurance carrier acceptable to City. The insurance policy shall include a provision prohibiting
cancellation of the policy except upon thirty(30)days prior written notice to City. A certificates of
insurance evidencing such policy shall be delivered to City prior to commencement of any Services.
B. Contractor waives all rights to subrogation against City,its elected officials,officers
and employees for losses arising from work performed by Contractor for City by also waiving
Contractor's immunity for injuries to Contractor's employees.Contractor agrees that the obligation to
indemnify, defend and hold harmless provided for in this Agreement extends to any claim brought
by, or in behalf of, any employee of Contractor. This waiver is mutually negotiated by the parties.
This Section shall not apply to any damages resulting from the sole negligence ofCity its agents and
employees. To the extent any damages referenced herein were caused by, or resulted from. the
concurrent negligence of City,its agents or employees,the obligations provided herein to indemnify,
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defend and hold harmless are valid and enforceable only to the extent of the ne li ence
Contractor, its officers, agents and employees. g g of
5.3 Hold Harmless and Indemnification. Contractor shall defend, indemnify and hold harmless
City and its elected officials, agents and employees from and against any and all claims, losses and
liability, including attorney's fees, arising from injury or death to persons or damage to property
occasioned by any act or omission.of Contractor or its officers,agents and employees in performing
the Services.
5•4 Assignment Contractor shall not assign any of the Services without the prior written
consent of City. Any attempted assignment without such consent shall be null and void, and in the
sole discretion of City, result in the immediate termination of this Agreement. In the event the
parties agree to an assignment of the Services, Contractor shall add the assignee as an additional
insured to the insurance policies required hereby. Contractor shall also provide City with insurance
endorsements prior to any Services beim performed by the assignee.
5.5 Comprehensive General Liability Insurance Contractor shall secure comprehensive general
liability Insurance with carriers acceptable to City. Minimum coverage of One Million Dollars
( 1,000,000) per occurrence and Two Million Dollars (52,000,000) aggregate for public liability,
property damage and personal injury is required. The insurance policies shall include provisions
prohibiting cancellation of the policy except upon thirty(30)days prior written notice to City. Such
insurance shall be primary and non-contributing to any insurance or self-insurance maintained by
City. Certificates of insurance and endorsements shall be delivered to City prior to commencement
of the Services.
5.6 Business Auto Liability Insurance. Contractor shall secure business automobile liability
coverage with minimum limits of One Million Dollars(51,000,000)per occurrence,combined single
limit for bodily injury liability and property damage liability. The coverage shall include all
Contractor-owned vehicles, hired and non-owned vehicles and employee non-ownership vehicles
used in connection with the Services. A certificate of insurance shall be delivered to City prior to
commencement of any Services.
ARTICLE 6 - MISCELLANEOUS PROVISIONS
6.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing party shall, in addition to any costs and other relief, be entitled to
recover its reasonable attorneys fees (including fees for in-house counsel of the parties at private
rates prevailing in San Bernardino County).
6.2 Either party may terminate this Agreement,without cause,by providing thirty(30)days prior
written notice to the other party,or terminate this Agreement,with cause,by providing ten(l0)days
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prior written notice to the other party(delivered by certified mail, return receipt requested).
6.3 Contractor is, for all purposes under this Agreement,an independent contractor with respect
to the Services and not an employee of City. All personnel of Contractor performing the Services are
employed by Contractor for its account only, and in no event shall Contractor or any personnel
retained by it be deemed to have been employed by City or engaged by City far the account of,or in
behalf of, City. No provision of this Agreement shall create the relationship of employer and
employee between the parties.
c 6.4 This Agreement,including the exhibits incorporated herein by reference,represents the entire
agreement and understanding between the parties as to the matters contained herein and any prior
negotiations,proposals and oral agreements are superseded by this Agreement. Any amendment to
this Agreement shall be in writing and approved by the City Council of City and si ed b Cit
Contractor. y y and
6.5 This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
IN WITNESS WHEREOF,duly authorized representatives of the parties have signed in confirmation
of this Agreement.
CITY OF REDLANDS
ATTEST:
By
4ayor Deputy City Clerk
GRACE BUILDING MAINTENANCE
Keith Hwang, Vice President
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