HomeMy WebLinkAboutContracts & Agreements_235-2020INDEPENDENT CONTRACTOR AGREEMENT
This agreement for the provision of conducting certified visitation monitor classes
( Agreement") is made and entered into this 17th day of November, 2020 ("Effective Date") by and
between the City of Redlands, a municipal corporation (hereinafter "City") and Pamela Henry
(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 certified
visitation monitor classes for 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 conducting
certified visitation monitor classes services;
NOW THEREFORE, in consideration of the mutual promises contained herein, the City of
Redlands 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 certified visitation monitor
classes for City's Recreation Division (the `Services"). 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 Services may be scheduled by Contractor for any times and days, contingent upon
City approval and the availability of facilities.
C As compensation for providing the Services, City shall register participants and collect
registration fees for participants in Contractor's program. City shall pay Contractor seventy percent
(70%) of the fees collected no later than twenty-one (21) days after the registration period ends.
Contractor shall be responsible for 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 for refunds.
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 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
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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 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 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; (ii) 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
Pamela Henry
528 Hibiscus Dr Apt B-205
Redlands, Ca 92373
soulcustody.pamela@gmail.com
(909) 528-1697
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.
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.
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Section 11. Assignment This Agreement shall not be assigned without the prior written consent
of City Any assignment, or attempted assignment, without such pnor consent, shall be null and void
and, at the option of City, result in the immediate termination of this Agreement
Section 12. Insurance Contractor shall obtain and maintain dunng 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 pnor 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 pnmary and non-contnbuting
to any insurance or self-insurance maintained by City
Section 13. 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 CONTRACTOR
Paul W Foster, Mayor Pamela Henry
ATTEST
rine Donaldson, City CIerk
tef
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