Independent Contractor Agreement for Security Services
CONTRACT FOR SERVICES
This Agreement is made effective upon the signature of the parties hereto, between the City of Marysville, a municipal corporation and charter city under the laws of the State of California ("City"), with a principal place of business at 526 C Street, Marysville, CA 95901, and Daniel B. Ferguson ("Ferguson"), an independent contractor, with a principal place of business at 2114 B Street, Marysville, CA 95901.
ARTICLE 1. TERM OF CONTRACT
1.01. This Agreement will become effective when signed by both parties and will terminate on the date a either party terminates the agreement, as provided in Article 5.
ARTICLE 2. SERVICES TO BE PERFORMED BY FERGUSON
2.01. Ferguson agrees to perform the following services:
1. Unlock the gates to the Historic Marysville City Cemetery as directed by the City.
2. Lock the gates to the Historic Marysville City Cemetery as directed by the City.
3. Promptly notify Marysville Police Department of any suspicious behavior he becomes aware of at the Historic Marysville City Cemetery. Ferguson shall notify the Police Department by calling (530) 749-3900.
Control or Direction in Performing Services
2.02. Ferguson will determine exactly how, when, and where the work will be performed, as outlined in this Agreement. The City exercises no control or direction in connection with the performance of Ferguson's services.
2.03. Ferguson is an independent contractor. Ferguson will not be considered the City's employee.
As an independent contractor, Ferguson and City agree as follows and as further detailed in this Agreement:
• Ferguson is free from the control and direction of the City in connection with the performance of the work, both under the contract for the performance of work and in fact. • Ferguson's work is outside the usual course of the City's business. • Ferguson is free to perform services for others during the terms of this Agreement. Ferguson is not required to give all or, a large part, of his time or resources to City.
ARTICLE 3. COMPENSATION
3.01. As consideration for the services provided by Ferguson, City gives Ferguson a license for him to locate his trailer ("the trailer" is identified as _______________________________) for Ferguson to reside in at the historic Marysville City Cemetery, located at 2114 B Street, Marysville, CA 95901.
Additionally, the City will supply water, sewer, and electricity for Ferguson's use. This license is exclusive to Ferguson and creates no property interests. Ferguson is not a "hirer" of real property.
Upon termination of this agreement, Ferguson agrees and understands that his license terminates, and he must relocate his "trailer" off of City property. In addition to the foregoing, the City shall pay Ferguson a monthly stipend of $400.00. There is no other compensation or other consideration due to Ferguson under this Agreement.
ARTICLE 4. CONTRACTOR'S OBLIGATIONS
Non-Exclusive Relationship
4.01. Ferguson may perform services for, and contract with, additional clients while performing the services under this Agreement.
Tools, Materials, and Equipment
4.02. If required, Ferguson will supply all tools, materials, and equipment required to perform the services under this Agreement.
Workers' Compensation
4.03. Ferguson agrees to provide workers' compensation insurance, if required by law. City will not obtain workers' compensation insurance on behalf of Ferguson.
State and Federal Taxes
4.04. Ferguson will:
• Pay all taxes required while performing under this Agreement, including Social Security and Medicare taxes, as applicable.
• Make federal or state unemployment compensation contributions. • Make state disability contributions.
• Ferguson is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by the City to Ferguson for services under this Agreement.
On request, Ferguson will provide City with proof of timely payment. Ferguson agrees to indemnify the City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Ferguson's failure to comply with this provision.
City will not:
• Withhold Social Security and Medicare taxes from Ferguson's payments or make those payment on Ferguson's behalf.
• Make federal or state unemployment compensation contributions on Ferguson’s behalf. • Make state disability contributions on Ferguson's behalf. • Withhold federal or state income tax from Ferguson's payments.
Fringe Benefits
4.05. Ferguson understands that he is not eligible to participate in any employee pension, health, paid time off, or other fringe benefit that City provides for its employees.
Insurance and Indemnity
4.06. Ferguson agrees to hold City free and harmless from any claims and further specifically agrees to indemnify, defend, and hold harmless the City of Marysville, its Directors, Officers, Members, Agents, and Employees (collectively "indemnitees") from and against any and all actions, claims, demands, loses, costs, expenses, including reasonable attorney's fees and costs, damages and liabilities (collectively "loses") arising out of or in any way connected with the performance of this agreement.
Ferguson shall pay all costs and expenses that may be incurred by the City of Marysville in enforcing this indemnity, including reasonable attorney's fees. The provisions of this section shall survive the expiration or termination of this agreement.
4.07. Ferguson understands the City will not provide insurance of any kind for Ferguson or his benefit.
Assignment
4.08. Ferguson may not assign this Agreement or any portion thereof without City's prior written consent, which the City may withhold in its sole discretion.
ARTICLE 5. TERMINATION OF AGREEMENT
Termination at Will
5.01. Either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party of the intent to terminate.
ARTICLE 6. GENERAL PROVISIONS
Notices
6.01. Any notices required to be given under this Agreement by either party to the other may be affected by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices must be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement, but each party may change the address by giving written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of the day of receipt or the fifth day after mailing, whichever occurs first.
Entire Agreement of the Parties
6.02. This Agreement memorializes a previous oral agreement between the parties. However, this Agreement supersedes any other agreements, either oral or written, between the parties with respect to the services to be performed under this Agreement. This Agreement contains all of the representations and agreements between the parties with respect to those services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, not contained in this Agreement. Any modification of this Agreement will be effective only if it is in a writing signed by the party to be charged.
Partial Invalidity
6.03. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect.
Governing Law
6.04.This Agreement will be governed by the laws of the State of California.
Executed at Marysville, California, on ________________.
Dated: ______________ By:
____________________________________
Daniel B. Ferguson, Contractor
Dated: ______________ City of Marysville
By:
____________________________________
Jim Schaad, City Manager
Attest: ________________
City Clerk