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HomeMy WebLinkAboutContracts & Agreements_124-12_CCv0001.pdf 2 orig to Danielle 7-27-12 for Curti signature INDEPENDENT CONTRACTOR AGREEMENT This agreement for the provision of green waste processing services ("Agreement") is made and entered into 26th of July("Effective Date") by and between the City of Redlands, a municipal corporation (hereinafter"City") and One Stop Landscape Supply (hereinafter "Contractor"). City and Contractor are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS WHEREAS, Contractor has expressed an interest in green waste processing services for the City's green waste collection operations in the City of Redlands; and WHEREAS, Contractor has represented to City that it has the requisite experience, special knowledge and professional expertise similar to others who conduct green waste processing services; NOW, THEREFORE, in consideration of the mutual promises contained herein,the City of Redlands and One Stop Landscape Supply agree as follows: AGREEMENT Section 1. Services. A. City hereby engages Contractor to conduct green waste processing services for the City's green waste collection operations in the City (the "Services"). The Services shall be conducted at 13024 San Timoteo Canyon Road, Redlands, California, 92373 (facility) and Contractor shall determine the method, details and means of performing the Services and shall advise City of the same prior to the provision of any Services under this Agreement. Contractor further agrees to perform the Services to the best of its ability and in an efficient, safe and competent manner. B. The services will be performed Monday through Friday of each week, except on major holidays. In the event of major holidays, the services may be required to be performed on the Saturday following a major holiday. C. As compensation for providing the Services, City shall remit a tipping fee to be calculated based on tons tipped by the City at the facility on a monthly basis, and with the consideration of a$4.751./ton credit for processed green waste imported from the facility to the City of Redlands' California Street Landfill. Section 2. Independent Contractor. It is the express intention of the Parties that Contractor is and shall remain during the term of this Agreement, an independent contractor and not be an employee or agent of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and City. The J: City Council Reports',Quality of Life\2012 Reports',7-26-12 Special'Award of Green Waste Processing AgreementICA OneStopLandscape.doc Parties acknowledge that Contractor is not a City employee for State tax, Federal tax or any other purpose. Section 3. Contractor's Employees. No employees or agents of Contractor shall participate in the performance of the Services without the prior written consent of City. Section 4. Business License. Contractor shall obtain a City of Redlands business license as a pre-condition of performing the Services. Section 5. Termination. City shall have the right to terminate this Agreement 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. Section 6.Notices. All notices shall be given in writing by personal delivery or by mail. Notices, sent by mail should be addressed as follows: City: Fred Cardenas, Director Quality of Life Department City of Redlands PO Box 3005 Redlands, CA 92373 Contractor: Larry Curti, President One Stop Landscape Supply 13024 San Timoteo Canyon Road Redlands, CA 92373 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. Changes may be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section. Section 7. Indemnity. Contractor shall defend, indemnify and hold City, and 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 attorneys' fees and other expenses, arising directly or indirectly from any negligent act or omission, or the willful misconduct, of Contractor in performing the Services. Section 8. Entire Agreement,Amendment. This Agreement represents the entire Agreement of the Parties as to the matters contained herein. Any amendment of this Agreement shall be effective only if it Is in writing and signed by the Parties. Section 9._.Assigmnc�nt. 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. J:''City Council Reports'Qualltv of Litc2012 Reports'.7-26-12 Special'Award of Green Waste Processing ALyreement',ICA OneStopLandscape.doc Section 10. Insurance. Contractor shall provide insurance coverage for program participants as specified in the City's contract with Southern California Municipal Athletic Federation for recreation programs. Contractor shall be responsible for paying all costs associated with insurance coverage. Contractor shall obtain and maintain during the term of this Agreement all insurance required by this Section and shall submit to City certificates of insurance and appropriate endorsements evidencing that the insurance is in force and effect. Evidence of such insurance shall be provided to City concurrent with Contractor's execution of this Agreement. Acceptance of the certificates by City shall not relieve Contractor of any of the insurance requirements contained herein, nor decrease the liability of Contractor. Section 11. 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, including fees for use of in-house counsel by a Party. CITY OF REDLANDS ONE STOP LANDSCAPE SUPPLY A I rX Ak Pete Aguilar, Mayor Louis Curti, President ATTEST: Sani Irwin, erk J: City Council Reports',Quality of Lite'2012 Reports,,7-26-12 SpeciaFAward of Green Waste Processing Ag cement" CA OneStopt,andscape.doc ,-r J