HomeMy WebLinkAboutA8967 - MASARU YAMADA AIKIDOCITY OF PALM SPRINGS
INDEPENDENT CONTRACTOR AGREEMENT FOR INSTRUCTORS
FY 2021-2022
THIS INDEPENDENT CONTRACTOR AAGREEMENT FOR INSTRUCTORS ("Agreement') is
made and entered into this day of ix. , 2021, by and between Masaru Yamada,
Aikido Instructor ("Contract r"), and the CVy of Palm Springs (the "City"). The City and
Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this
Agreement.
1. RECITALS
A. City is a public agency of the State of California in need of professional services
for the following City -sponsored special event:
{Aikido Instructor)
B, Contractor is an independent contractor and possessed the necessary
qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Contractor to provide the services described herein.
2. PURPOSE: The City hereby engages Contractor for the purpose of providing Aikido
Instructor) instruction, as further detailed in the Scope of Work attached hereto as Exhibit "A"
and incorporated herein by reference (the "Services"). Contractor shall complete the Services
in a skillful and competent manner, in accordance with all applicable laws, rules and
regulations, and in accordance with the terms of this Agreement. Contractor shall perform
such other duties as are customarily performed by one holding such position in other same or
similar businesses or enterprises as that engaged in by the City.
3. TERM: The term of this Agreement shall begin on (September 1, 2021) and shall expire on
(August 31, 2022), unless earlier terminated as provided in this Agreement.
4 INDEPENDENT CONTRACTOR
The Parties intend and agree that at all times during the performance of services pursuant to
this Agreement, Contractor is and shall be acting as an independent contractor.
Contractor understands and acknowledges that in entering into this Agreement Contractor is
an Independent Contractor and not an employee of the City and is not eligible for any benefits
of City employment. Contractor further understands and acknowledges that City does not
maintain any Workers' Compensation, accident or any type of insurance coverage for
Independent Contractors. City shall not be liable for any payment or compensation in any
form to Contractor other than as provided for herein. Other than the use of the facility,
Instructor shall be responsible to use his or her own tools, supplies and equipment consistent
with Section 6 herein and is responsible to determine the method and manner of instruction
consistent with Section 2 herein.
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5. EQUIPMENT AND LABOR: Contractor shall furnish all tools, equipment, apparatus, supplies,
and materials ("Supplies and Equipment") required for performance of the Services, unless
otherwise mutually agreed by the City. Contractor assumes all risk of loss, damage, or harm
to the Supplies and Equipment arising in connection with the Services or this Agreement.
6. COLLECTION OF FEES: Fees shall be collected by the City through set registration
procedures implemented by designated City staff ("Registration Fees"). Contractor is not
authorized to collect Registration Fees on behalf of the City. However, in some instances,
additional fees for supplies and/or materials necessary for the participation in and the
completion of the class, program, camp, activity, etc. may be imposed by Contractor and are
not considered Registration Fees and therefore will not be collected by the City. These fees
will be collected by and paid directly to the Contractor/Instructor_
7. COMPENSATION:
A. CITY agrees to pay INSTRUCTOR for the performance of Services on the following
terms:
I . Flat fee $
2. Hourly fee $
3. Contingent fee $ per
Other 60% of fees collected
B. I! compensation shall be paid at the end of the each month, in accordance to the
payroll schedule.
C. INSTRUCTOR shall not be entitled to any additional compensation.
8. PAYMENT: The compensation provided in Paragraph 7 of this Agreement shall be paid upon
satisfactory completion of the Services. The Department of Parks and Recreation will provide
Contractor with a printed report from Activenet. Activenet report will state the number of people
registered for the program and the amount of money collected. Contractor will approve record
and the Finance Department will process for payment.
9. SUBCONTRACTORS: In the event Contractor will not be able to teach class due to illness
or any other reason, Contractor shall implement the following procedure:
Contractor shall procure a substitute contractor equally or better qualified and
acceptable to the City to instruct class at the prescribed time and place.
Subcontractors must meet the criminal background screening and fingerprinting
requirements according to California Public Resources Code Section 5164. All
substitute contractors must be approved by the Department of Parks and Recreation
prior to providing services.
b. All subcontracts shall contain a provision making them subject to all applicable terms
and conditions of this Agreement. A copy of all subcontracts shall be provided to the
City within fifteen (15) days of subcontract execution.
c. Contractor shall notify assigned designated staff regarding the substitute's name,
qualifications, address, and phone information. Payment of all subcontractors shall
be the responsibility of Contractor.
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d. If a substitute cannot be procured, the class will be canceled and a make-up Gass
added to the end of the session. Contractor shall be responsible for notifying the
students of the cancellation
10. SUPERVISION: Contractor shall establish appropriate rules for participation in the Services
and shall assume responsibility for student discipline to ensure adequate protection of
students and facility. Contractor agrees to work with assigned City staff to maintain accurate
enrollment records
11. FACILITY: The City shall be responsible for providing a suitable facility for the conduct of the
Services (the "Facility"), unless otherwise noted under the "Special Arrangements" provision
of this Agreement. Contractor shall pay the City for any and all costs associated with using
the Facility. As part of the Services, Contractor shall be solely responsible for setting up the
Facility for instruction and maintaining the Facility in a clean, safe, and orderly manner.
Contractor shall be responsible for cleaning and/or restoring the Facility to its usual condition
following each class session. City representatives shall at all times have access to the Facility,
whenever Services are in progress, to monitor programs for quality.
12. CONDUCT: Contractor understands that the City is a public entity under the laws of the State
of California, and that the City's purpose in engaging Contractor is to provide its residents with
recreational activities in a manner that will foster a sense of community, security, fun, and fair
play. Contractor agrees to conduct himself/herself in a manner that will further these goals.
Contractor further acknowledges that failure to do so may result in immediate termination of
this Agreement.
13. COORDINATION OF SCHEDULE: Contractor agrees to coordinate with the City specified
time(s) and date(s) for the Services in order to avoid conflict of use. Dates and times shall be
contingent upon Facility availability due to holidays and events. It is agreed that the resolution
of any conflict is at the sole discretion of the City Manager or his/her designee.
Coordination is for the sole purpose of coordinating City's sponsored event schedule and not
to determine the method or means of performing the Contractor's services.
14. PUBLICITY: Contractor shall not advertise, print, or publish any promotional materials in
connection with the Services without the prior written approval of the City Manager or his/her
authorized representative_ The City reserves the right to broadcast, televise, and photograph
the Services for the purpose of advertising.
15. CONTRACTOR REPRESENTATIONS AND ACKNOWLEDGMENTS: By signing this
Agreement, Contractor represents and acknowledges:
a. That the information provided by the Contractor in the Contract Class/Program
Proposal ("Proposal") and this Agreement is true and correct to the best of Contractor's
knowledge. Contractor further understands and agrees that any material
misrepresentation may result in the immediate cancellation of this Agreement without
prior notice or right of appeal.
b. That the City will fingerprint all prospective instructors and substitute instructors for the
Recreation Department who may have supervisory or disciplinary authority over
minors, pursuant to Public Resources Code section 5164, prior to the commencement
of instruction. Contractor understands the City will submit the fingerprints to the
Department of ,Justice to obtain summary criminal history information on all such
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55575.18195 13964072. �
prospective instructors, as authorized by California Penal Code section 1105.3.
Contractor understands that, as authorized by California Public Resources Code
section 5164, the City will refrain from hiring any prospective instructor whose criminal
summary record shows a conviction for any offense specified by that section.
c. Contractor understands that a background investigation may be conducted in order to
verify Contractor's responses in the Proposal and/or Agreement and to otherwise
obtain information as to Contractor's character, reputation, personal characteristics,
work habits, academic credentials, job performance, experience and/or criminal
history from various private and public sources, along with other public records
available. Contractor further understands that this investigation may involve an
"investigative consumer report" that may include information as to Contractor's
character, general reputation, or personal characteristics, obtained through personal
interviews with neighbors, friends, associates and/or others who may have knowledge
of such items of information. Contractor understands that Contractor has a right within
a reasonable period of time to request a complete and accurate disclosure of the
nature and scope of the investigative consumer report. Contractor recognizes,
however, that such disclosure will not include the names of sources, the information
obtained, nor a copy of the investigative consumer report.
16. HOLD HARMLESS AND INDEMNIFICATION: Contractor shall defend, indemnify, and hold
harmless the City, its officials, officers, agents, employees, and volunteers ("Indemnified
Parties") free and harmless from any and all claims, demands, causes of action, costs,
expenses, liability, loss, damage, or injury in law or equity to property or persons, including
wrongful death, in manner arising out of our incident to any alleged acts, omissions, or willful
misconduct of Contractor, its employees, agents, consultants, contractors, and volunteers
arising out of or in connection with the performance of the Services or this Agreement,
including without limitation the payment of all consequential damages and attorney's fees and
other related costs and expenses. Contractor shall pay and satisfy any judgement, award, or
decree that may be rendered against the Indemnified Parties, or any of them, in any such suit,
action, or other legal proceeding. Contractor shall reimburse the Indemnified Parties for any
and all legal expenses and costs incurred by any of them in connection therewith or in
enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be
restricted to insurance proceeds, in any, received by the Indemnified Parties. Such
indemnification shall cover death or bodily injury to any person; injury to, loss, or theft of
property, injury arising from the furnishing or use of any copyrighted or uncopyrighted
composition, secret process, or patented or unpatented invention, or any other type of injury,
whether such injury or damage occurs on or off City property. This provision shall survive any
expiration or termination of this Agreement
17. RELEASE OF LIABILITY: WAIVER OF CLAIMS:
a. Contractor fully releases, waives all claims against and discharges the City, its officials,
officers, directors, employees, agents, contractors and volunteers ("Released Parties")
from any and all claims, actions, debts and liabilities for damages which Contractor or
any of its subcontractors or related parties ("Contractor Parties") now have or in the
future may have against the Released Parties for any injuries, loss through theft, or
damage to property suffered by the Contractor Parties by reason of performance of
the Services, this Agreement, or by reason of the presence on City premises or in City
4 Contractor's initials
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facilities in conjunction with the performance of the Services. Contractor assumes full
responsibility for any injuries, damages or losses that Contractor or the Contractor
Parties may incur in performing this Agreement, regardless of any negligence on the
part of the Released Parties.
b. This waiver and release specifically constitutes a waiver of each and all of the
provisions of California Civil Code section 1542. With respect to the matters released
hereunder, Contractor waives any rights or benefits that he or she might otherwise
have under California Civil Code section 1542, or any other similar law. California Civil
Code section 1542 provides:
"A general release does not extend to claims that the creditor or releasing party
does not know or suspect to exist in his or her favor at the time of executing
the release and that, if known by him or her, would have materially affected his
or her settlement with the debtor or released party."
c. Contractor has read and understands that the above waiver and release will prevent
the Contractor or the Contractor's estate from recovering damages in the event of
bodily injury, death, or damage to property. Nevertheless, Contractor executes this
Agreement freely and voluntarily and agrees that it will be binding upon the Contractor
and the Contractor's heirs, assigns, successors, and legal representatives. Contractor
shall not allow any Contractor Parties to participate in the Services unless and until
such Contractor Parties have executed a waiver and release containing the terms
above. The above waiver and release shall survive any expiration or termination of
this Agreement.
18. INSURANCE: The CITY reserves the right to require INSTRUCTOR to maintain insurance
for the duration of this Agreement. Insurance requirements, if any, are attached as Exhibit
"B" and incorporated herein by reference. INSTRUCTOR shall provide CITY with proof of
insurance prior to the commencement of Services.
19. ASSUMPTION OF RISK: It is understood that Contractor and any subcontractor of Contractor
are not covered by the City's Worker's Compensation Insurance and, therefore, perform the
Services at their own risk. The City shall not be liable for any personal injuries incurred during
the performance of the Services or this Agreement. Any substitute or subcontractor for
Contractor shall not be a volunteer and shall not be considered an employee of Contractor. If
Contractor has employees, Contractor shall be required to provide Worker's Compensation
Insurance as required by the State of California Employer's Liability Insurance. This provision
shall survive any expiration or termination of this Agreement.
20. TUBERCULOSIS SCREENING: If the Services involve park, playground, recreational centers
used for recreational purposes by the City, and if the Services will include being in contact
with children, prior to commencing performance of the Services, Contractor shall provide to
the City a certificate showing that within the last two years the Contractor has been examined
and has been found to be free of communicable tuberculosis
5 Contractors initial
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21, GENERAL COMPLIANCE WITH LAWS_ Contractor shall comply with all federal, state, and
local laws, statutes, rules and regulations in any manner affecting the performance of the
Services or this Agreement.
22. AMERICANS WITH DISABILITIES ACT: Contractor agrees that he or she shall make every
attempt to accommodate people with physical and/or mental disabilities. Contractor shall not
discriminate on the basis of such disabilities.
23. GOVERNING LAW: This Agreement shall be Interpreted in accordance with the laws of the
State of California. Venue shall be in Riverside County, California.
24. ATTORNEY FEES: In the event of litigation between the Parties, the prevailing Party shall
be entitled to recover all reasonable costs incurred, including reasonable attorney's fees, as
determined by the court.
25. BUSINESS LICENSE: Contractor shall obtain and follow all business license requirements
as outlined in City Municipal Code Chapter 3.40. All business license requirements must be
met prior to approval of this Agreement.
26. MODIFICATION: No amendment or modification of this Agreement is valid unless made in a
writing signed by both Parties to this Agreement
27. NON -ASSIGNMENT: Contractor shall not have any right to assign and/or transfer his or her
rights andlor obligations under this Agreement without the prior written consent of the City.
28_ DEFAULT: Failure to comply with any of the terms and/or conditions of this Agreement shall
constitute default by the Contractor.
29, TERMINATION: This Agreement may be terminated for convenience by the City upon thirty
(30) days written notice to Contractor. The City shall have the right to immediately terminate
this Agreement for cause, without prior notice, and without penally or liability on the part of
the City. Termination for cause shall be made by written notice setting forth the effective date
of termination.
30. NOTICE: Any notice required to be given pursuant to this Agreement may be personally
served on the Parties or may be served by certified mail, return receipt request, to the Parties
signing this Agreement, at the addresses specified on the signature page.
31. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
parties concerning the subject manner hereof and supersedes all agreements,
representations, statements, promises, and understandings, whether oral or written, with
respect to the subject matter hereof.
32. SEVERABILITY: In the event any terms or condition of this Agreement shall be held to be
invalid and unenforceable by a court of competent jurisdiction, the other terms and conditions
of this Agreement shall be valid and binding on the Parties hereto. The unenforceability,
invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions
unenforceable, invalid or illegal. Waiver by any Party of any portion of this Agreement shall
not constitute a waiver of any other portion thereof
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55575 18185 139G4072 1
33. SPECIAL ARRANGEMENTS: Special arrangements may be further detailed in Exhibit "A".
34. NON-EXCLUSIVE AGREEMENT: Contractor is not in an exclusive Agreement with the City
and is free to perform the same or similar services for others without restriction by the City.
]Signatures on following page]
7 Contractor's initials
35573 19185 33964072.1
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and
year last written below.
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(Social Security or Tax ID Number)
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(City of Palm Springs Business License Number)
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(Street Address, City, State, Zip Code)
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(Phone Number)
CITY OF PALM SPRIN
By: -
(Signature of Facility Supervisor and Date)
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(City Facility Assignment and Phone Number)
( Si nn nature of Maa er 2�and Date) -13
(Signature of Director nd Date)
NOTE: This agreement is valid only for the facility assignment identified above.
APPROVED AS TO FORM
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EXHIBIT A
SCOPE OF WORK
W;;•1.0.
Aikido is a Japanese Martial Art created during the 1920s by Morihei Ueshiba (1883--1969), an
expert who reached highest level of mastery in the classical Japanese Martial Arts. Aikido is is
performed by blending with the motion of the attacker and redirecting the force of the attacker
rather than opposing it head-on. Aikido is not a competition. The goal of Aikido training is not the
perfection of a step or skill, but rather improving one's character according to the rules of nature.
( Aikikai Foundation )
Benefits of aikido training:
Great for aerobic conditioning, increased strength and flexibility, improved posture, enhanced
sense of timing, better reactions, coordination and improved balance. Learn how to fall down
without hurting yourself. Stress reduction. Develop awareness in your surroundings.
Instructor:
Masaru Yamada 3rd degree Black Belt
Birankai North America Certified aikido instructor (BNA is directly affiliated with Aikikai Hombu
DoJo in Japan)
Classes: Tuesday and Thursday 7pm to 9pm at Palm Springs Leisure Center - from
September 2021 Fees: $85/month or Drop in $15/class. Rec membership fee $5 a year for a
Palm Springs Resident and $95 for a non-resident Proof of residency is required. Classes are
open toAge 18 years old and up.
The program follows all State and County Health regulations and guidelines.
COMMUNITY INVOLVEMENT: Contractor shall perform/participate in {2} City -sponsored special
events during the term of this Agreement.
A. CITY seeks to provide Aikido instruction services. INSTRUCTOR shall perform all
necessary and appropriate services consistent with Aikido ("Services"). Services are
detailed in Exhibit 'A" attached hereto and incorporated herein by reference.
B. Services shall be performed at the Leisure Center ("Facilities").
C. INSTRUCTOR warrants that he/she is qualified to provide CITY with Services and holds
all necessary certifications and licenses.
.INSTRUCTOR warrants that he/she will provide all necessary supplies, equipment,
personnel, and other such necessities that enable him/her to perform the Services in a
safe, competent, and professional manner.
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E. INSTRUCTOR shall perform the Services in a manner consistent with industry standards
and the expectations of a reasonable person.
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