HomeMy WebLinkAboutContracts & Agreements_10-2021INDEPENDENT CONTRACTOR AGREEMENT
This agreement for the provision of chess lessons ("Agreement") is made and entered into
this 2ad day of February 2021, ("Effective Date") by and between the City of Redlands, a municipal
corporation (hereinafter "City") and Chess Wizards Enrichment (hereinafter "Contractor"). City
and Contractor are sometimes individually referred to herein as a "Party" and, together, as the
"Parties."
RECITALS
WHEREAS, Contractor has expressed an interest in developing and conducting chess
lessons for City's Recreation Division; and
WHEREAS, Contractor has represented to City that it has the requisite experience, special
knowledge and professional expertise similar to others in the recreation industry who conduct
chess instruction Lessons;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the City
of Redlands and Chess Wizards Enrichment, agree as follows:
AGREEMENT
Section 1. Term. The term of this Agreement shall commence on the Effective Date
and be for a period of three (3) years unless earlier terminated as provided for herein.
Section 2. Services.
A. City hereby engages Contractor to develop and conduct chess lessons for the
City's Recreation Division (the "Lessons"). The Lessons shall be conducted online in virtual zoom
calls along at various City facilities, including, but not limited to, the Redlands Community Center,
Redlands Senior Center, and the Joslyn Senior Center. Contractor shall determine the method,
details and means of performing the Lessons and shall advise City of the same prior to the
provision of any Lessons under this Agreement. Contractor further agrees to perform the Lessons
to the best of its ability and in an efficient, safe and competent manner.
B. The Lessons may be scheduled by Contractor for any times, during week day
business hours, depending upon the availability of the City facility.
C. As compensation for providing the Lessons, City shall register participants and
collect registration fees for participants in Contractor's program. City shall pay Contractor seventy
percent (70%) of the fees collected no later than twenty-one days after the registration period ends.
Contractor shall be responsible for payment of 100% of the fees paid by a participant in connection
with any refund to the participant. City shall have no obligation for refunds.
Section 3. Independent Contractor. It is the express intention of the Parties that
Contractor is and shall remain during the term of this Agreement, an independent contractor and
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not be an employee or agent of City. Contractor represents to City that is free from the control of
City as to how Contractor's Lessons are provided; the Lessons provided by Contractor are not part
of City's regular business; and that Contractor is providing same or similar Lessons to other
persons and entities through Contractor's own business, or through other businesses; and that
Contractor agrees its provision of the Lessons pursuant to this Agreement is not Contractor's sole
source of business. Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of employer and employee between Contractor and City. The Parties
acknowledge that Contractor is not a City employee for State tax, Federal tax or any other purpose.
Section 4. Publicity. Contractor -created marketing materials must be approved in
writing by City before distribution and use. City reserves the right to broadcast, televise and
photograph class participants for the purpose of marketing.
Section 5. Contractor's Employees. No other employees or agents of Contractor shall
participate in the performance of the Lessons without the prior written consent of City.
Section 6. Business License. Contractor shall obtain a City of Redlands business
license as a pre -condition of performing the Lessons.
Section 7. Termination. City shall have the right to terminate this Agreement, with or
without cause, upon twenty (20) days prior written notice to Contractor. City shall have no liability
for any claims or damages resulting to Contractor as a result of any exercise by City of its right to
terminate this Agreement.
Section 8. Notices. Any notice or other communication required, or which may be
given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered
(i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail,
with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier;
or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first
class, certified, registered or express mail; in each case properly posted and fully prepaid to the
appropriate address set forth below, or such other address as a Party may provide notice in
accordance with this section:
CITY:
City Clerk
City of Redlands
PO Box 3005
Redlands, CA 92373
jdonaldson@cityofredlands.org
909-798-7531
CONTRACTOR:
Trishana C. Walker
Chess Wizards Enrichment
4450 N. Central Ave
Chicago, IL 60630
trishana@chesswizards.com
(312) 698-0226
Section 9. Indemnity. Contractor shall defend, indemnify and hold City, its elected
officials, officers, employees and agents harmless from and against any and all actions, damages,
losses, causes of action and liability imposed or claimed relating to the injury or death of any
person or damage to any property, including attorneys' fees and other legal expenses, arising
directly or indirectly from any negligent act or omission of Contractor in performing the Lessons.
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Section 10. Entire Agreement/Amendment. This Agreement represents the entire
Agreement of the Parties as to the matters contained herein. Any amendment of this Agreement
shall be effective only if it is in writing and signed by the Parties.
Section 11. Assignment. This Agreement shall not be assigned without the prior
written consent of City. Any assignment, or attempted assignment, without such prior consent,
shall be null and void and, at the option of City, result in the immediate termination of this
Agreement.
Section 12. Insurance. Contractor shall obtain and maintain during the term of this
Agreement all insurance required by this Section and shall submit to City certificates of insurance
and appropriate endorsements evidencing that the insurance is in force and effect. Evidence of
such insurance shall be provided to City within fifteen (15) days of the Effective Date of this
Agreement, and prior to commencement of any Lessons. Acceptance of the certificates by City
shall not relieve Contractor of any of the insurance requirements contained herein, nor decrease
the liability of Contractor.
A. If applicable, workers' compensation and employer's liability insurance for its
employees throughout the terms of this Agreement pursuant to Labor Code Sections 1860 and
3700, and in amounts which satisfy statutory requirements.
B. Comprehensive and general liability insurance with a carrier acceptable to City in
an amounts not less than One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate for public liability, property damage and personal injury. Such
insurance shall not be cancelled unless thirty (30) days prior written notice is provided to City.
C. Except for workers' compensation and employer's liability insurance, City shall be
named as an additional insured on all policies and such insurance shall be primary and non-
contributing to any insurance or self-insurance maintained by City.
Section 13. 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, including fees for use of
in-house counsel by a Party.
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IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of
February 2, 2421.
CITY OF NDS
Paul Barich, Mayor
ATTEST:
By:
J ne Donaldson, City Clerk
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