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HomeMy WebLinkAboutContracts & Agreements_79-2003_CCv0001.pdf INDEPENDENT CONTRACTOR AGREEMENT This Agreement is made and entered into fftis 6dr day of'May, 2003 by and between the City of Redlands,a municipal corporation (hercinaftex"'City')acrd Maureen O'Keefe Hodge dba Bright Ideas. Inc. (hereinafter"Conti-actor"). RECITAUS WHEREAS, Contractor has expressed an interest in providing gratit administration and prograin management services for the City of'Rerlraids Building a Generation Division; and WHEREAS, Contractor has represented to City that It has the requisite, experience, special knowledge and expertise to provide grant administration services; NOW, THEREFORE, in consideration cif the n1utual promises contained herein, the City mid Conti-actor hereby agree as follows: AGREEMENT Section 1. Tenn. The term of this Agrecinent shall be from May 6, 2003 through June 30, 2003, unless terriiinated earlier by City without cause and in its sole discretion,by providing ten 0 0)days prior written notice of such termination to Consultant. Section 2. Services. A. City hereby authorizes Contractor to provide grwit ad ministration arid prognun management scrt4ces for CiWs Building a Generation and Children and Fanalies Commission grant mid any other grant,acquired by Building a Generation. Contractor shall determine the method,details and me of perfin- ring the above,-described services and shall advise City cif` he sanic prior to carr mencingany activities under this Agreement. For the purposes cif dais Weentent, "grant admirals bean mid nianage ment services shall include, but not be, limited to, the, fallowing- i) Provide overall grant administration and ria anagar xent of grants mid contractors for all gnuits; ii) Woek in con unction and collabordtion nrith community leaders to fiacifitate the planning mid vision of Building a Generation and the grants it acquires; iii) Provide organization and development of the de caf6, the Community Trinning Center and all other prognans of Building a Generation; iv) Design and iniplement short arid long terry goals with community partners for the sustainability of Building a Genciation. of Assist in obtaining funds through grants wid/or other resources to sustain Building a Generation; Vi) Work directly with the Chief of'Polict and his designees to provide regular updates rfur`ig the term of this Agreement; vii) Attend niectings and develop resourccs through grant funding to secure future programs; viii) Manage financial aspects of the grant inclUding but not limited to billing and invoicing. B. CoritrActor shall detennflic the niefliod, details, and niewis orf`pcifonning the above desc6bed services and shall advise City of the same prior to commencing any activities under this Agreement. Contractor lurtiter agrees to perfomi such seivices to the best of its ability and in an efficient, professional and competent manner. C. As compensation for providing grant administration and program management,City shall pay contractor the suin equal to arno indicated per week based on grants sustained ky said contractor Maureen OKeefe Hodge dba Bright Ideas, Inc. (Value Based Initiative $50/hr and Children and Families Commission$58/hr), Section 3. insurance and Indernnificat".011 Section 3.1 Independent Contractor. It is the express intention of the.parties hereto that Contractor is an independent contractor and not an eniployce 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 mid City. Bodi parties acknowledge that Carr tractar is riot anemployee for State tax, Federal tax or any odier purpose. 3.2 Consultant's Insurmice to tit Pritwa All insurance required by this Agreement is to be main Wined by Consul rt for die duration of this Project and shall be primary wid-, respect to City and non-contributing to any insurance or self- insurance maintained by the City® ConsultAnt shall not perform any Services pursuant to this Agreement unless and until all,required insurance listed below is obtained by Consultant. Consultant shall provide City with Certificates of Insurance and endorsements evidencing such insurance poor to commencement of work. All insurance policies shall include a provision prohibiting cancellation of the policy except upon gritty (30) days prior-writtcn notice to City. 13 Workers' Ag Consultant shall secure acrd maintain Workers' Compensation and Employer's Uability insurance throughout the duration of this<Agreement,in wnounts which meet statutory requirements with an insurance carrier acceptable to City. B. Consultant expressly naives all rights to subrogation against Citc, its officers,employees anti volunteers for losses arising frorn work performed by Consultant for City by expressly ivaiving Consultanes immunity for injuries to ConsultarrCs employees and agrees that the obligation to indeninify,defend and hold lim-niless provided for in this Agreement extends to any claim brought by or on behalf of any employce 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 aWnts and employees. To the cxtent am, of the damages refrented herein were caused by or resulted from the concurrent negligence of City,its agents or employces,the obligations provided herein to indemnifl,defend and hold harniless is valid and crtforceable only to the extent of the negligence of Consultant,its off cers. agent s and employees. 3.4 Cao rehcnsivc General Li�ability�Insum�ncc. Consultant shall secure and maintain in force throughout die duration of this Agreement comprehensive general liability insurance YAridi carriers acceptable to City. Minimum coverage of one ruillion dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) awe-ate for public liability, property daniag,-e and personal injury is required. Consultant shall obtain wi endorsenicrit that City shall be nained as an additional insured. 3.5 Professional Liability Insurance. Consultant shall secure mid maintain professional liability insurance throughout the can tion of this Agreement M the aniount of one million dollars ($1,000,000) per claim rna-de. 3.6 Business Auto liabilit Insurance. Consultant,shall have business auto liability coverage,With mininnim limits of I million ($1,000,000) per occurrence, conibined single limit for bodily iolury liability and property dairiage liabilit-y-, This coverage shall include all consultant owned vehicles used on the project, hired anti non-owned vehicles, and employee non-ownership vehicles. Consultant slW1 obtain an endorseryient that City shall bc narned as an additional insured. 17 Assignment and L.-issurance lRe(Luiremtints. Consultant is expressly prohibited from subletting or assigning any of the services covered by this Agrecnient NNithout the express written consent of City. In the event of mutual agreement between parties to sublet a portion of the Services,the,Consultant will add the subcontractor as an additional insured and provide City vvith the insurance endorsements prior to any work being performed by the subcontractor. Assignment does not include printing or other customary reimbursable expenses that may be provided in this Agreement. 3.8 Hold Harmless and IndemLiffication. Contractor shall defend,indemnify and hold liaratless City, its elected officials,officers,employees and agents,from and agaiinst any and all actions,claims, demands,lawsuits,losses aril liability for damages to persons or property,includingeosts and attonicy fees,that may,he asserted or claimed by any person,firni,entity,corporation,political subdivision or other organization arising out of or in connection with Contractor's negligent and/or intentionaltv ,ATongfol acts or omissions under this Agreemcnt; but excluding such actions, claims, demands, lawsuits and liability for d° cages to persons or property arising from the sole negligericc or intentionally wrongful is of City, its officers, employees or agents. Section 4. Business License. Contractor shall obtain a Redlands Business license as a condition of perforining the services required hereunder. Se �ction .Inde�mrtit , Contractor shall defend,indernnily and hold City,its elected officials,officers, ., 5 employees and agents harmless front and against any wid all actions,damages,losses,causes of action rind liability imposed or clainied relating, to the iqjury or death ol'arty person or damage to any property,including attorneys fees and other legal expenses,arising directly or indirectly froin any act or ornission of Contractor in perfortrging its services hereunder, i i � ! 1 Section 6. Eni E Fi 11 i!� ::i i /Modificatiot This AgTeernent represents tic entire Agreement of the parties hereto as to the mattcrs contained hercin. Any modification oftl-tis Agreementwill be ec6ve only ifit is in wfiting and signt-A by die parties hereto. Sectio I L I-- psi —me n L 'his Agreement shall not be assignediAithout die priorwritterl consent of City. Any assignment,or attempted assignment,Avithout such prior consent,shall be null and void and,at the option of City, result in the inimediate ten-niltionof this A&Teement. &ction 9._Awmeys'Fees. In the event any action is commenced to enforce or interpretthe teme;or conditions of this Agreement the prevailing pmty shall, in addition to any costs or other relief, be entitled to recover its reasonable attorneNs'fees. Executed this 6th day of May, 2003 CITY OF REDLANDS AYFEST: ----Z-e— Mayor CON-r%A,CTOR Mauro cn OKeefe Hodge dba Brighjdcas, Inc.