HomeMy WebLinkAboutContracts & Agreements_61-2004_CCv0001.pdf INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is made and entered into this 20th day of April 2004 by and between the City
of Redlands(hereinafter "City")and Nicholas Triolo(hereinafter"Contractor"),
RECILAU
W11 .,REAS,Contractor has expressed an interest in developing and conducting a"Cycles of
Redlands Project" for the City of Redlands' Cultural Arts Commission(the "Services"); and
WHEREAS, Contractor has represented to City that he has the requisite experience, special
knowledge and expertise similar to others in the industry conducting such projects; and
NOW,TBEREFORE,in consideration ofthe mutual promises contained herein,the City and
Contractor agree as follows:
AGREEMENT
Section I Services.
A. Contractor shall develop and conduct a community service project to be known as the
"Cycles of Redlands Project" (the "Project"). Contractor shall determine the method, details and
means of performing the above-described services and shall ad-vise City's Cultural-Arts Commission
of the same prior to commencing any activities under this Agreement. Contractor further agrees to
perforin such services to the best of his ability and in an efficient, safe and competent manner.
B. Contractor shall perform all tasks related to the implementation ofthe Project,including,
but not limited to:
1. Contacting artists and providing them with project guidelines and maintaining a
working relationship with the artists throughout the project,
1 Contacting potential business sponsors and arranging agreements between sponsors
and artists for display of the art.
3. Design and prepare all print and electronic media, including posters for display at
downtown retail stores, press releases, invitations to events and any other public
relations-related materials.
4. Make all arrangements for the Cycles of Redlands Reception to be held on May 24,
2004.
5. Prepare a summative evaluation report ofthe Project with projections and proposals
for an expanded version of the project for 2005,
6. Contractor shall be available to the Cultural Arts Commission from April 21, 2004
through June 30, 2004.
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T Contractor shall adhere to the process and timeline as submitted by the Cultural
Arts Commission, Contractor shall provide a project budget to be submitted for
approval by the Cultural Arts Commission prior to commencement.
Section 2. EAyment, City shall pay Contractor the sum of$1,000 in four installments of
$250 each, The first installment to be paid as compensation for obtaining at least five regional artists
to participate in this inaugural event. The second installment to be paid upon obtaining sponsorships
from five local businesses that will give the right to display the art in their place of business
throughout the display period and provide a stipend to the artist. The third installment to be paid
upon completion of making all arrangements for a reception with artists, sponsors, City dignitaries
and the media. The fourth and final installment to be paid upon conclusion of Project as deemed
complete and satisfactory by the Cultural Arts Commission.
Section 3. Insurance_and IndgmgLficatiQn
3.1 Contractor's Insurance to be Primary
All insurance required by this Agreement is to be maintained by Contractor for the duration
of the Project and shall be primary with respect to City and non-contributing to any insurance or self-
insurance maintained by the City. Contractor shall not perform any Services pursuant to this
Agreement unless and until all required insurance listed below is obtained by Contractor. Contractor
shall provide City with Certificates of Insurance and endorsements evidencing such insurance prior
to commencement of work. All insurance policies shall include a provision prohibiting cancellation
of the policy except upon thirty(30) days prior written notice to City.
3,2
A. Contractor shall secure 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. Contractor expressly waives all rights to subrogation against City,its officers,employees
and volunteers for losses arising from work performed by Contractor for City by expressly waiving
Contractor's immunity for injuries to Contractor's employees and agrees that the obligation to
indemnify, defend and hold harmless provided for in this Agreement extends to any claim brought by
or on behalf of any employee of Contractor. 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 Contractor,its officers,
agents and employees,
3.3 Com TLhe—n—si—v-e--Ge—n—er—al—L—iabil—it-y Insurance. Contractor shall secure and maintain in
force throughout the duration of this Agreement comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of one million dollars($1,000,000)per occurrence
and two million dollars ($2,000.000) aggregate for public liability, property damage and personal
injury is required. Contractor shall obtain an endorsement that City shall be named as an additional
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insured.
3. business Aute Liability Incur Contractore business auto liability coverage,
with minimumbined single limit for bodily injury
liability and property d liability. I his coverage shall include
all Contractor owned vehicles used
on the project,
non-ownership vehicles. Contractor
shall
obtain an endorsement that City shall be named as an additional insured.
3.5 Assignment anti MQtirsknge Rqqgem nts. Contractor is expressly prohibited from
subletting or assigning any of the services covered by this Agreement without the express written
consent of City. In the event of mutual agreement between parties to sublet a portion ofthe Services,
the Contractor will add the subcontractor as an additional insured and provide City with 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.
3.6 d H e d de
m�f i c.a�n, Contractor shall
ty, elected
offic r uo shall defend, indemnify and hold
e e POyoes and agent
ly f
nlclaimeditor damages t
harmless Ci 0'dem
t ee d ss
s ' officials,itos S, from and against any and all
an s wsu s.losses
and liability
actions,clai s, de f d i la S to persons or property, including
in in
costs and attorney ees, that maybe asserted
or �y J�P(
person, firm, entity, corporation,
political subdivision or other organization arising out of or in connection with Contractor's negligent
and/or intentionally wrong acts or omissions under this Agreement- but excluding such actions,
claims, demands, lawsuits and liability for damages to persons or property arising from the sole
negligence or intentionally wrongfUl acts of City, its officers, employees or agents.
Section Rade endent Contractor. It is the express intention of the parties hereto that
Contractor is an independent contractor and not an employee 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 5. ContractoesEm I
ioees
.p ., No other employees or agents of Contractor shall
participate in the performance of Services hereunder without the prior written consent of City.
Section 6. Business L-icense,_ Contractor shall obtain a Redlands business license, as a
condition of performing the services required hereunder.
Section 7.- 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 8
country of origin.
SectionS. termination. City shall have the right toterminate 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 of City of its to
to nate this Agreement, right
Section 9, Notices. Any notice to be given pursuant to this Agreement shall be deposited
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MEN
with the United States Postal Service, postage prepaid and addressed as follows,
CITY: CONTRACTOR:
John Davidson, City Manager Nicholas Triolo
P.O. Box 3005 1231 E. Colton Avenue, B407
Redlands, California 92373 Redlands, CA 92374
Nothing in this paragraph shall be construed to prevent the giving of notice by personal service.
Section 10. Modifications. No change or modification of the terms Or provisions of this
Agreement shall be deemed valid unless made in writing and signed by both parties.
Section 11. _GDy—er—ningg Law. This -Agreement shall be governed by and construed in
accordance with the laws of the State of California.
Section jI Attorneys'Pees In the event any action is commenced to enforce or interpret
the terms or conditions of this Agreement to the prevailing party shall, in addition to any costs or
other relief, be entitled to recover its reasonable attorneys'fees.
Section 13,— Bntire Auree ent, 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
date first shown at Redlands, California.
CITY OF REDLA.NDS
By:
Mayor Pro Tem
ATTEST:
e Poyzer, lerk
CONTRACTOR
By:
-'4"-' Echolas iolo
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