HomeMy WebLinkAboutContracts & Agreements_28-2020INDEPENDENT CONTRACTOR AGREEMENT
This agreement for the provision of karate instruction classes ("Agreement") is made and
entered into this 3rd day of March, 2020 ("Effective Date") by and between the City of Redlands,
a municipal corporation (hereinafter "City") and Don Miller, an individual (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 developing and conducting karate
instruction classes for City's Recreation Division, and
WHEREAS, Contractor has represented to City that he has the requisite experience, special
knowledge and professional expertise similar to others in the recreation industry who conduct these
services,
NOW, THEREFORE, in consideration of the mutual promises contained herein, the City
and Contractor agree as follows.
AGREEMENT
Section 1. Term. The term of this Agreement shall commence on the Effective Date of
this Agreement and be for a period of one (1) year, unless earlier terminated as provided for herein
Section 2 Services
A. City hereby engages Contractor to develop and conduct karate instruction classes
for City's Recreation Division (the "Services") The karate instruction classes shall be conducted
at various City facilities, including, but not limited to, the Redlands Community Center, Redlands
Senior Center, and the Joslyn Senior Center 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 may be scheduled by Contractor for any times, during business hours,
depending upon the availability of the City facility
C As compensation for providing the Services, City shall register participants and
collect registration fees for participants in Contractor's program. After the registration period ends,
City shall pay Contractor seventy percent (75%) of the fees collected no later than thirty (30) days
after receipt and approval by City of Contractor's invoice Contractor shall be responsible for
payment of 100% of the fees paid by a participant in connection with any refund to the participant
City shall have no obligation for refunds
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Section 3 Independent Contractor. It is the expressed 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 Contractor represents to City that is free from the control of
City as to how Contractor's Services are provided, the Services provided by Contractor are not
part of City's regular business, and that Contractor is providing same or similar Services to other
persons and entities through Contractor's own business, or through other businesses, and that
Contractor agrees its provision of the Services pursuant to this Agreement is not Contractor's sole
source of business Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of employer and employee between Contractor and City The Parties
acknowledge that Contractor is not a City employee for State tax, Federal tax or any other purpose
Section 4. Publicity. Contractor -created marketing materials must be approved in writing
by City before distribution and use City reserves the right to broadcast, televise and photograph
class participants for the purpose of marketing
Section 5 Contractor's Employees No other employees or agents of Contractor shall
participate in the performance of the Services without the prior written consent of City
Section 6 Business License Contractor shall obtain a City of Redlands business license
as a pre -condition of performing the Services
Section 7 Termination City shall have the right to terminate this Agreement, with or
without cause, upon ninety (90) 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 8 Notices Any notice or other communication required, or which may be given,
pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on
the date of delivery in person, (11) five (5) days after deposit in first class registered mail, with
return receipt requested, or (iii) on the actual delivery date if deposited with an overnight courier,
in each case properly posted and fully prepaid to the appropriate address set forth below, or such
other address as a Party may provide notice in accordance with this section
City.
City Clerk
City of Redlands
PO Box 3005
Redlands, CA 92373
jdonaldson@cityofredlands org
909-798-7531
Contractor.
Don Miller
7341 Benson Court
Highland, CA 92346
miller3146@sbcglobal net
909-864-3296
Section 9 Indemnity Contractor shall defend, indemnify and hold City, 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 legal expenses, arising
directly or indirectly from any negligent act or omission of Contractor in performing the Services
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Section 10 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 11 Assignment 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
Section 13 Insurance 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 within fifteen (15) days of the Effective Date of this
Agreement, and prior to commencement of any Services Acceptance of the certificates by City
shall not relieve Contractor of any of the insurance requirements contained herein, nor decrease
the liability of Contractor.
A If applicable, workers' compensation and employer's liability insurance for its
employees throughout the term of this Agreement pursuant to Labor Code Sections 1860 and 3700,
and in amounts which satisfy statutory requirements
B Comprehensive and general liability insurance with a carrier acceptable to City in
an amounts not less than One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate for public liability, property damage and personal injury Such
insurance shall not be cancelled unless thirty (30) days prior written notice is provided to City
C Except for workers' compensation and employer's liability insurance, City shall be
named as an additional insured on all policies and such insurance shall be primary and non-
contributing to any insurance or self-insurance maintained by City
Section 14 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
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IN WITNESS WHEREOF, the Parties have executed this Agreement, to be effective as
of March 3, 2020
CITY OF REDLANDS CONTRACTOR
,c,t),J3,, /62,/„.a,,,
W Foster, Mayor Don Miller
ATTEST
ne Donaldson, City Clerk
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