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HomeMy WebLinkAboutContracts & Agreements_35-2020INDEPENDENT CONTRACTOR AGREEMENT This agreement for the provision of kickboxing and cardio fitness instruction classes ("Agreement") is made and entered Into this 17th day of March, 2020, ("Effective Date") by and between the City of Redlands, a municipal corporation (hereinafter "City") and George Grady, an individual (hereinafter "Contractor") City and Contractoi are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, Contractoi has expressed an interest in developing and conducting kickboxing and cardio fitness instruction classes foi City's Recreation Division, and WHEREAS, Contractor has represented to City that it has the requisite experience, special knowledge and professional expertise similar to others in the recreation industry who conduct Kickboxing and Cardio Fitness instruction 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 foi a period of three (3) years, unless eatliet terminated as provided for herein Section 2 Services A City hereby engages Contractor to develop and conduct kickboxing and cardio fitness instruction classes foi the City's Recreation Division (the "Services") The kickboxing and cardio fitness instruction classes shall be conducted at various City facilities, including, but not limited to, the Redlands Community Centel, Redlands Senior Center, and the Joslyn Senioi Center Contractoi 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 undei this Agreement Contractoi 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 Contractoi for any times, dui ing business hours, depending upon the availability of the City facility C As compensation foi providing the Services, City shall register participants and collect iegistration fees foi participants in Contractor's program City shall pay Contractoi seventy percent (70%) of the fees collected no later than twenty-one (21) days after the registration pei rod ends Contractoi shall be responsible foi payment of one hundred percent (100%) of the fees paid by a participant in connection with any refund to the participant City shall have no obligation foi refunds 1 L 1caldimlAgreementslICA with George Grady 3 17 20 docx.jn Section 3 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 Contractoi 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 Contractoi is providing same or similar Services to other persons and entities through Contractor's own business, oi 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 01 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 othei purpose Section 4 Publicity Contractoi-created marketing materials must be approved in wi iting by City before dist 'button and use City reserves the i ight to broadcast, televise and photograph class participants for the purpose of marketing Section 5 Contractor's Employees No othei employees or agents of Contractoi shall participate in the performance of the Services without the prior written consent of City Section 6 Business License Contractoi shall obtain a City of Redlands business license as a pre -condition of performing the Services Section 7 Termination City shall have the i ight to terminate this Agreement, with 01 without cause, upon twenty (20) days prior written notice to Contractor City shall have no liability for any claims or damages resulting to Contractoi as a result of any exercise by City of its right to terminate this Agreement Section 8 Notices Any notice or othet communication required, 01 which may be given, pursuant to this Agreement, shall be in wi 'ting Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, 01 (iii) on the actual delivery date if deposited with an overnight courier, in each case propel ly posted and fully prepaid to the appropriate address set forth below, 01 such othei address as a Party may provide notice in accordance with this section City City Cleik City of Redlands P4 Box 3005 Redlands, CA 92373 jdonaldson@cityofredlands cityofredlands org 909-798-7531 Contractoi George Grady 12649 Softwind Drive Moreno Valley, CA 92553 pstgrady7@gmail corn 909-936-8437 Section 9 Indemnity Contractoi 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 01 claimed relating to the injury or death of any person 01 damage to any property, including attorneys' fees and othei legal expenses, al 'sing directly oi indirectly from any negligent act 01 omission of Contractor in performing the Services 2 L 1caldimlAgreementslICA with George Grady 3 17 20 docx in 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 CITY OF REDLANDS Paul W Foster, Mayor ATTEST nne Donaldson, City Clerk CONTRACTOR 3 L 1caldimlAgreementslICA with George Grady 3 17 20 docx.in George Grady