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Home My WebLink AboutContracts & Agreements_54-2004_CCv0001.pdf INDEPENDENT CONTRACTOR AGREEMENT This Agreement is made and entered into this 6th day of April. 2004, by and between the City of Redlands, a municipal corporation (hereinafter "City") and Larry Jacinto Farming, Inc. (hereinafter "Contractor"). RECITALS WHEREAS,the Redlands City Council on February 21, 1995,approved an agreement with Contractor for the provision of weed abatement and fire break construction services to City (the "Services"): and WHEREAS., Contractor has expressed an interest in continuing to provide the Services to City, but has found it necessary to increase the rates it charges to City for the Services; and WHEREAS,City wishes to continue receiving Services from Contractor and has determined that an increase in rates for the Services is warranted; and NOW, THEREFORE, in consideration of the mutual promises contained herein City and Contractor hereby agree as follows: AGREEMENT Section 1. Services. A. Contractor shall furnish all labor, materials and equipment for the disking, mowing and removing of all weeds, grasses and waste material, and fire break construction, in the manner and at the locations requested by City's Fire Department. Contractor shall determine the method, details and means of performing the Services and shall advise City of the same prior to commencing any activities under this Agreement. Contractor further agrees to perform or personally supervise the work under this Agreement at the times and places designated by City's Fire Department. The Services shall be performed to the best of Contractor's ability and in an efficient,safe and competent manner, and warrants to City that all employees of Contractor providing the Services comply with all applicable federal, state and local laws. qiiil\,i,,,i-ect-netits'.Aiiiericorps I B. As compensation for conducting the Services, City shall pay Contractor the rates stated in the Contractor's letter proposal dated February 17,2004,a copy of which is attached hereto as Exhibit"A." Invoices received shall be subject to approval of the City's Fire Department and paid within fifteen (15) days after the start of the weed abatement season (as determined by the Fire Department) and at fifteen (15) day intervals thereafter. Section 2. Independent Contractor. It is the express intention of the parties hereto that Contractor is an independent contractor and not an employee or agent of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between Contractor and City. The parties acknowledge and agree that Contractor is not an employee for State tax, Federal tax or any other purpose. Section 3. Insurance and Indemnification 3.1 Consultant's Insurance to be Primary All insurance required by this Agreement is to be maintained by Consultant for the duration of this Project and shall be primary with respect to City and non-contributing to any insurance or self-insurance maintained by City. Consultant shall not perform any Services pursuant to this Agreement unless and until all required insurance listed below is obtained by Consultant. Consultant shall provide City with Certificates of Insurance and endorsements evidencing such insurance prior to commencement of the Services. All insurance policies shall include a provision prohibiting cancellation of the policy except upon thirty (30) days prior written notice to City. Workers' Compensation and Employer's Liability A. Consultant 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. Consultant expressly waives all rights to subrogation against City, its officers, employees and volunteers for losses arising from work performed by Consultant for City by expressly waiving Consultant's immunity for injuries to Consultant'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 di i n\agreem en i s\Arncricorps employee of Consultant. This waiver is mutually negotiated by the parties. This waiver 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 obligation provided herein to indemnify, defend and hold harmless is valid and enforceable only to the extent of the negligence of Consultant, its officers, agents and employees. 3.3 Comprehensive General Liability Insurance. Consultant 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. Consultant shall obtain an endorsement that City shall be named as an additional insured. 3.4 Business Auto Liability Insurance, Consultant shall have business auto liability coverage,with minimum limits of I million($1,000,000)per occurrence,combined single limit for bodily injury liability and property damage liability. This coverage shall include all consultant owned vehicles used in connection with the provision of the Services,hired and non-owned vehicles, and employee non-ownership vehicles. Consultant shall obtain an endorsement that City shall be named as an additional insured. 3.5 Assignment and Insurance Requirements. Consultant is expressly prohibited from subletting or assigning any of the Services performed pursuant to this Agreement without the express written consent of City. In the event of mutual agreement between parties to sublet a portion of the Services, Consultant shall 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 Hold Harmless and Indemnification. Consultant shall defend, indemnify and hold harmless City, its elected officials, officers, employees and agents, from and against any and all actions.,claims,demands,lawsuits,losses and liability for damages to persons or property,including costs and attorney fees, that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or in connection with Consultant's negligent and/or intentionally wrongful acts or omissions under this Agreement.- but excluding such actions, qj in\alo rcenients%A mericorps 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 4. Business License. Contractor shall obtain a City of Redlands Business License as a condition of performing the Services. Section 5. Termination. A. City shall have the right to terminate this Agreement,with or without cause,upon ten (10) days prior written notice to Contractor. City shall have no liability for any claims or damages resulting to Contractor as a result of the Citv's exercise of its right to terminate this Agreement. B. If this Agreement is terminated by City,an adjustment to Contractor's compensation shall be made, but no amount shall be allowed for unperformed Services,and(2) any payment due Contractor at the time of termination shall be adjusted to the extent of any additional costs to City occasioned by any default by Contractor. Section 6. Notice All notices shall be given in writing and may be given by personal delivery or by certified mail. Notices sent by mail shall be addressed as follows: City Contractor Fire Chief Larry Jacinto Farming, Inc. City of Redlands P.O. Box 275 11'0 Box 3005 Mentone, CA 92359 Redlands, CA 92')73 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph. Section 7. Entire Agreement/Modification. This Agreement represents the entire Agreement of the parties hereto as to the matters contained herein,and the agreement dated February 21, 1995 between City and Contractor relating to weed abatement and fire break construction qj i*agrce men t s\A nic ri corps 4 services is hereby terminated. Any modification of this Agreement will be effective only if it is in writing and signed by the parties hereto. Section 8. Governing, Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 9. 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. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed on the day and year first above written. LARRY JACINTO ARMING, INC. ZX Larry Ja 0 CITY OF REDLANDS /7 y 4Mor. Susan P"cppler ATTEST LqyWe Poyzer, Cit6�� dj it i\ag ree tile tits,At i ieri corps 5