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WORKSHOP INSTRUCTION AGREEMENT THIS WORKSHOP INSTRUCTION AGREEMENT, made and entered into this day of t , 20J]_ by and between the City of Moscow, Idaho, a municipal corporation of thefare' Idaho, 206 Ea ·t Third treet, Moscow, Idaho, 83843 (her inaA:er " ity"), and Chess Wizards (hereinafter "Instructor"). WIT N E S S E T H: WHEREAS, City requires services set forth on Exhibit attached hereto to be performed as part of that certain City project identified as Chess Wizard Summer Camp; and WHEREAS, Instructor represents that Instructor is qualified and possesses the expertise, training and skill necessary to perform such designated services; NOW, THEREFORE, it is hereby agreed between the parties as follows: SECTION I. SCOPE OF WORK Instructor shall perform such services and accomplish such tasks, including the furnishing of all materials and equipment necessary for full performance thereof, as are identified and designated as Instructor responsibilities throughout this Agreement and as detailed in Exhibit attached hereto and made a part hereof. ; SECTION II. TERM The term of this Agreement shall bećin on the < day of J 2011_, and shall terminate on the _L day of ()6/obvt_ , 20fl_ unle s sooE inated according to the provisions herein. If the services by Instructor are to be performed in classes, the time for completion of each class shall be as set forth on Exhibit SECTION Ill. COMPENSATION AND METHOD OF PAYMENT A. City shall pay Instructor a fee of two hundred forty nine dollars ($249) per child, with a minimum of ten (10) children and up to a maximum of one hundred (100) children per workshop. B. Payment by City for services will only be made after the services have been performed, an invoice is submitted to the City, and the same is approved by the appropriate City representative. SECTION IV. NO ASSIGNMENT OR SUBCONTRACTING Instructor shall not assign any portion of this Agreement. SECTION V. INDEPENDENT INSTRUCTOR RELATIONSHIP CHESS WIZARDS WORKSHOP INSTRUCTION AGREEMENT PAGE I OF4 ?o\1-D03 ---PAGE BREAK--- A. The parties intend that an independent Instructor/City relationship shall be created by this Agreement. City is interested primarily in the workshop activities. The implementation of services will lie solely with Instructor. No agent, employee, servant or representative of Instructor shall be deemed to be an employee, agent, servant or representative of City for any purpose, and the employees of Instructor are not entitled to any of the benefits City provides to its employees. Instructor will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, or representatives during the performance of this Agreement. B. In the performance of the services herein contemplated, Instructor is an independent instructor with the authority to control and direct the performance of the details of the work; however, the results of the work contemplated herein must meet the approval of City and shall be subject to City's general rights of inspection and review to secure the satisfactory completion thereof. SECTION VI. HOLD HARMLESS AND INDEMNIFICATION Instructor agrees to hold harmless and indemnify City and all of its officers, agents, employees or otherwise, from any and all liability, loss or damage, including reasonable costs of defense that they may suffer as a result of claims, demands, actions or damages to any and all persons or property, costs or judgments which result from the negligent acts, errors, or omissions SECTION VII. INSTRUCTOR'S LIABILITY INSURANCE In performance of professional services, Instructor will use that degree of care and skill ordinarily exercised under similar circumstances by members of similar professions; and no other warranty, either expressed or implied, is made in connection with rendering Instructor services. Should Instructor or any of Instructor's agents or employees be found to have been negligent in the performance of professional services from which City sustains damage, Instructor shall have obtained Liability Insurance in the amount of a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim, One Million Dollars ($1,000,000) aggregate, and Instructor shall cause City to be named as an additional insured under said policy. City shall receive notice of any pending termination of said insurance within five days of first notice to Instructor. Instructor shall maintain Statutory Workmen's Compensation Insurance coverage. SECTION VIII. TERMINATION If Instructor fails to perform in the manner called for in this Agreement, or if Instructor fails to comply with any other provisions of the Agreement, City may terminate this Agreement. Termination shall be effected by serving a notice of termination on Instructor setting forth the manner in which Instructor is in default. Instructor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this Agreement. SECTION IX. ENTIRE AGREEMENT The parties agree that this Agreement, including Exhibit is the complete expression of the terms hereto and any oral representations or understandings not incorporated herein are excluded. Further, any modification of this Agreement shall be in writing and signed by both parties. Failure to comply with any of the provisions stated herein shall constitute material breach of contract and cause for termination. Both parties recognize time is of the essence in the performance of the provisions of this Agreement. It is also agreed by the parties that the forgiveness of the nonperformance of any provision of this Agreement does not constitute a waiver of the provisions of this Agreement. CHESS WIZARDS WORKSHOP INSTRUCTION AGREEMENT PAGE 2 OF 4 ---PAGE BREAK--- SECTION X. JURISDICTION AND VENUE It is agreed that this AGREEMENT shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State ofldaho, in and for the County of Latah. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year above written. Instructor: Chess Wizards Artem Ishchenko, President Date: J{)M. 4, JlJ STATE OF f=0t-t· da couNTY oF -tAM-i DAde City City of Moscow, Idaho Eric Newell, Recreation Supervisor Date: I I :J I ' ACKNOWLEDGMENT ) ) SS. ) On this day of J 12/17 u Qsa l.J , 20 before me, a Notary Public in and for said State, appeared /Xf?.ftcr. 'J"2bC.li1itJ