2019-20 Williams, Billee (Instructor) - Fitness Classesta 0aigrev
- GEM o0bt [DESERT -
MEMORANDUM
TO: Christina T. Calderon, Community Resources Manager
FROM: Luis Magallanez, Community Resources Coordinator
DATE: March 10, 2020
RE: Billee Williams, Fitness #AGR424301-2019-2020, Instructor
Attached for your signature is an agreement with independent contracted instructor
Billee Williams for (Pilates) classes.
Please sign the attached agreement(s) and return to the City Clerk for processing
and distribution.
Requesting department shall check and attach the items below as
appropriate:
X Contract payments will be charged to account number: 101-0000-42214
X Amount of Agreement, Amendment, Change Order, etc.: 70% of fees paid to instructor
N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is
attached with
no reportable interests in LQ or reportable interests
N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this
Consultant does not meet the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based upon:
N/A Approved by the City Council on
X Community Resources Manager's authority provided under Resolution No. 2019-021 for
budgeted expenditures of $5,000 or less.
N/A Initial to certify that 3 written informal bids or proposals were received and considered in
selection
The following re aired documents are attached to the agreement:
X Insurance ce ificates as required by the agreement (approved by Risk Manager on
ate)
IV
N/A Performance bonds as required by the agreement (originals)
X City of La Quinta Business License number: LIC-768671 EXPIRES 3/30/2021
N/A A requisition for a Purchase Order has been prepared (amounts over $5,000)
X A copy of this Cover Memo has been emailed to Finance
ta Qw�tra City of La Quinta
GEMofilmDESERT —- Community Services Department
Contract # 424301-19
INSTRUCTOR AGREEMENT
This INSTRUCTOR AGREEMENT is hereby formed on JULY 1, 2019 through
JUNE 30, 2020 between the CITY OF LA QUINTA, COMMUNITY RESOURCES
DEPARTMENT ("CITY") and BILLEE WILLIAMS, a person or business engaged in
offering services ("CONTRACTOR") for Contractor's Provision of Services to the City.
CITY AND CONTRACTOR MUTUALLY AGREE AS FOLLOWS:
1. SCOPE OF WORK. The scope of work is described as: Pilates/Fitness
classes held at a City of La Quinta facility. The scope of work includes all goods and
actions necessary to complete the task CONTRACTOR has been hired to perform,
whether specifically included in the scope of work or not. Specific dates and times for
contracted work will be requested by letter to CONTRACTOR from CITY on a bi-annual
basis. Work proposals once ppro�ed by CITY will be attached as exhibits to this
INSTRUCTOR AGREEMENT. . 'V (initials)
2. COMPENSATION. CONTRACTOR shall be paid for services performed under
this INSTRUCTOR AGREEMENT as follows: CONTRACTOR shall recommend fees to be
charged by CITY. Such fees shall be paid directly to CITY. CITY shall maintain written
records of gross receipts and shall submit such records to CONTRACTOR upon request.
CONTRACTOR shall be compensated based on the following:
STANDARD SESSIONS. CITY shall pay 70% of gross receipts
collected to CONTRACTOR as compensation based upon the records and
shall retain the remaining 30% for the use of public facilities for such
services. This compensation shall be the total compensation for services,
including out-of-pocket costs. CITY shall pay no other compensation to
CONTRACTOR. Payments will be made to CONTRACTOR after each
session of work is completed as defined in Section 1, SCOPE OF WORK
and will follow the approved annual payroll calendar.
DROP -IN SESSIONS. CITY shall pay 70% of gross fees to
CONTRACTOR as compensation based upon the records and shall retain
the remaining 30% for the use of public facilities for such services. This
compensation shall be the total compensation for services, including out-
of-pocket costs. CITY shall pay no other compensation to CONTRACTOR.
Payments will be made to CONTRACTOR after each session of work is
completed as defined in the SCOPE OF SERVICES and will follow the
approve3d annual payroll calendar.
3. INDEPENDENT CONTRACTOR. This INSTRUCTOR AGREEMENT calls for the
performance of the services of CONTRACTOR as an independent contractor and not as
an employee of CITY. Neither CITY nor any of its employees shall have any control
over the manner, mode, or means by which CONTRACTOR or its agents, perform the
services required herein, except as otherwise set forth herein. CONTRACTOR shall
perform all services required herein as an independent contractor of CITY and shall
remain at all times as to CITY a wholly independent contractor with only such
Rev May 2015 1
obligations as are consistent with that role. CONTRACTOR shall have no power to incur
any debt, obligation, or liability on behalf of CITY. CONTRACTOR shall not at any time
or in any manner represent that it or any of its agents or employees are agents or
employees of CITY. CONTRACTOR and any of its agents providing services under this
INSTRUCTOR AGREEMENT shall not qualify for or become entitled to any
compensation, benefit, or any incident of employment by CITY, including but not
limited to eligibility to enroll in the California Public Employees Retirement System
("PERS") as an employee of CITY and entitlement to any contribution to be paid by
CITY for employer contributions and/or employee contributions for PERS benefits.
CONTRACTOR agrees to pay all required taxes on amounts paid to CONTRACTOR under
this INSTRUCTOR AGREEMENT, and to indemnify and hold CITY harmless from any
and all taxes, assessments, penalties, and interest asserted against CITY by reason of
the independent contractor relationship created by this INSTRUCTOR AGREEMENT.
CITY shall have the right to offset against the amount of any compensation due to
CONTRACTOR under this INSTRUCTOR AGREEMENT any amount due to CITY from
CONTRACTOR as a result of CONTRACTOR'S failure to nromntiv nav to CITY anv
reimbursement or indemnification arising under this paragraph.
4. INDEMNIFICATION. To the fullest extent permitted bylaw, CONTRACTOR shall
indemnify, protect, defend (with counsel selected by City) and hold harmless CITY and
any and all of its officials, employees and agents ("Indemnified Parties") from and
against any and all liability, claims, suits, actions arbitration proceedings,
administrative proceedings, regulatory proceedings, losses, liabilities of every kind,
nature, and description, damages, injury (including, without limitation, injury to or
death of CONTRACTOR) costs and expenses of any kind, whether actual, alleged or
threatened, including, without limitation, incidental and consequential damages, actual
attorneys' fees incurred by CITY, court costs, interest, defense costs including fees of
expert contractors or expert witnesses incurred in connection therewith and any other
costs or expenses of any kind whatsoever incurred in relation to, as a consequence of,
or arising out of or in any way attributable in whole or in part to the performance of
this INSTRUCTOR AGREEMENT by CONTRACTOR or by any individual or entity for
which CONTRACTOR is legally liable, including but not limited to agents of
CONTRACTOR. All obligations under this provision are to be paid by CONTRACTOR as
CITY incurs them. Without affecting the rights of CITY under any provision of this
INSTRUCTOR AGREEMENT, CONTRACTOR shall not be required to indemnify and hold
harmless CITY for liability attributable to the active negligence of CITY, provided such
active negligence Is determined by contract between the parties or by the findings of
a court of competent jurisdiction. In instances where CITY is shown to have been
actively negligent and where CITY's active negligence accounts for only a percentage
of the liability involved, the obligation of CONTRACTOR will be for that entire portion
or percentage of liability not attributable to the active negligence of CITY.
PROMPT NOTICE. CONTRACTOR agrees to provide immediate notice
to CITY of any claim or loss against CONTRACTOR arising out of the work
performed under this INSTRUCTOR AGREEMENT. CITY assumes no
obligation or liability by such notice but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
CITY.
5. CANCELLATIONS CHANGES.
CITY RESPONSIBILITY. CITY will contact CONTRACTOR and
all program participants if CITY cancels or changes a program from original
approved schedule based on zero enrollments, minimum student
Rev May 2015 2
requirement not met, or if use of facility becomes unavailable. CITY
reserves the right to change original approved schedule of program if the
facility becomes unavailable. CITY will attempt to re -locate said program
to another suitable facility if one is available. If there are no available
facilities, CITY will cancel said pr gr�a and coordinate with CONTRACTOR
to schedule a make-up date. (initials)
CONTRACTOR RESPONSIBILITY. CONTRACTOR will contact CITY as
defined in the NOTICE section in advance to notify of any cancellations or
changes from original approved schedule if said program is cancelled or
changed by CONTRACTOR. CONTRACTOR will be solely responsible to
contact any and all participants of the program. Programs that are
cancelled or changed byPNTRACTOR must be made up in a timely manner
as approved by CITY. (initials)
6. INSURANCE.It is to be understood that CONTRACTOR is working under a
contractual obligation as specified in this INSTRUCTOR AGREEMENT and is responsible
as a self-employed person to remit any Federal or State Income Taxes, and to provide
for his/her own Worker's Compensation, Disability Insurance, Unemployment
Insurance coverage, Social Security, Liability Insurance and other such coverage, as
applicable, in the amounts and under the conditions as set forth below.
A. Commercial General Liability Insurance using Insurance Services Office
"Commercial General Liability" policy form CG 00 01, with an edition date prior
to 2004, or the exact equivalent. Coverage for an additional insured shall not
be limited to its vicarious liability. The insurance policy shall contain a
severability of interest clause providing that the coverage shall be primary for
losses arising out of Contracting Party's performance hereunder and neither
City nor its insurers shall be required to contribute to any such loss. Defense
costs must be paid in addition to limits. Limits shall be no less than $1,000,000
per occurrence for all covered losses and no less than $2,000,000 general
aggregate. Instructor shall obtain policy endorsement on Commercial General
Liability Insurance that name Additional Insureds as follows: The City of La
Quinta, its officers, officials, employees and agents.
6.1 CONTRACTOR agrees to provide evidence of the insurance required herein,
satisfactory to CITY, consisting of: (a) certificate(s) of insurance evidencing all of the
coverages required and, (b) an additional insured endorsement to CONTRACTOR's
Commercial general liability policy using ISO Form CG 20 10 with an edition date prior
to 1988, which form shall include coverage for completed operations and, The
additional insured endorsement shall expressly name CITY, its officers, and employees
as additional insureds on the policy (ies) as to commercial general liability coverages,
and completed operations coverages, with respect to liabilities arising out of
CONTRACTOR's performance of the services under this INSTRUCTOR AGREEMENT.
6.2 CONTRACTOR shall provide written notice to CITY within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits of any
of the required polices are reduced; or (3) the deductible or self -insured retention is
increased. In the event any of said policies of insurance are cancelled, CONTRACTOR
shall, prior to the cancellation date, submit new evidence of insurance in conformance
with this Section 6 to CITY. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of
CONTRACTOR's obligation to indemnify CITY, its officers, employees, contractors, or
agents.
Rev May 2015
7. BUSINESS LICENSE. CONTRACTOR will be required to obtain a City of
La Quinta Business License within thirty (30) calendar days of this signed INSTRUCTOR
AGREEMENT. A copy of the current La Quinta Business License must be provided to
the Community Services Department within five (5) business days of receipt.
S. COMPLIANCE WITH LAW. All services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of
CITY and any Federal, State, or local government agency of competent jurisdiction.
9. COVENANT AGAINST DISCRIMINATION. CONTRACTOR covenants
that, by and for itself, its heirs, executors, assigns, and all persons claiming under or
through them, that there shall be no discrimination against or segregation of, any
person or group of persons on account of race, color, creed, religion, sex, marital
status, national origin, disability, or ancestry in the performance of this INSTRUCTOR
AGREEMENT.
10. NO ASSIGNMENT. CONTRACTOR shall not, under any circumstances, assign
this INSTRUCTOR AGREEMENT or its rights or duties without prior written authorization
from CITY. Should such authorization be granted, CONTRACTOR ages to jnform any
assignee of all the stipulations of this INSTRUCTOR AGREEMENT. C� (initials)
11. TERMINATION. It is understood that CONTRACTOR will perform all
services set forth herein in a good and workable manner. CITY reserves the right to
terminate services for any reason, including, but not limited to, insufficient number of
participants or unavailability of facilities. In such circumstances, CITY shall not be
liable for compensation or damages to CONTRACTOR for remainder of this
INSTRUCTOR AGREEMENT.
12. NOTICE. Notice shall be deemed given when CONTRACTOR contacts CITY
COMMUNITY RESOURSES COORDINATOR or COMMUNITY SERVICES SUPERVISOR in
person, via telephone call, email, faxed with a fax return, or seventy-two (72) hours
after deposit in the United States mail postage prepaid, return receipt requested,
addressed as follows:
CITY:
City of La Quinta
Community Resources Department
78495 Calle Tampico
La Quinta, CA 92253
CONTRACTOR:
Billee Williams
53110 Avenida Rubio
La Quinta, CA 92253
(initials)
13. DOCUMENTS. Any documents and marketing materials created by
CONTRACTOR under this INSTRUCTOR AGREEMENT shall be submitted to CITY for
approval prior to distribution.
14. MISCELLANEOUS. This INSTRUCTOR AGREEMENT is the only agreement
between CONTRACTOR and CITY and may be amended in writing and agreed upon by
both parties. No waiver of any term or condition of this INSTRUCTOR AGREEMENT
shall be a continuing waiver thereof.
Rev May 2015
IN WITNESS WHEREOF, the parties hereto have caused this INSTRUCTOR
AGREEMENT to be executed the day and year as first stated above.
CITY OF LA QUINTA,
COMMUNITY RESOURCES DEPARTMENT
("CITY")
APPROVED:
By: �r[�
CHMSTINA CALD E N
Community Resources Manager
Required for over $5,000:
By:
CHRIS ESCOBEDO
Community Resources Director
Rev May 2015
("CONTRACTOR")
APPROVED:
By:
53110 Avenida Rubio
La Quinta, CA 92253
442.400.3681