HomeMy WebLinkAboutShorts ICA 2014LEISURE SERVICES
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made this day of; i f , 20 ("Effective Date"),
by and between the CITE' OF CAPE CANAVERAL, FLORIDA, . F oria municipal corporation, whose address
whose address is a° ., it l
.s 105 Polk Avenue Cape Canaveral Florida, 32920 ('City"), and
,-� & , Florida
("Contractor")
VMEREAS, the City has certain recreational facilities available for use by the public; and
WHEREAS, the Contractor desires to offer yl -
("Services") for the benefit of the public using the City's recreational facilities; and,
VMEREAS, the City desires to allow the Contractor to offer such Services to the public under the terms
and conditions set forth in this Agreement.
IN CONSIDERATION of the mutual covenants and provisions hereof, and other good, diverse, and
valuable considerations, the receipt and sufficiency all or which is hereby acknowledged, the parties desiring to be
legally bound do hereby agree as follows:
ARTICLE 1
1.1 Engagement. The City hereby engages the Contractor and the Contractor agrees to perform the
Services outlined in EXHIBIT "A" for the stated fee arrangement. No prior or present agreements or
representations shall be binding upon any of the parties hereto unless incorporated in this Agreement.
1.2 Due Diligence. The Contractor acknowledges that he/she has conducted an investigation prior to
execution of this Agreement and satisfied himself/herself as to the conditions affecting the Services, the availability
of materials and labor, the cost thereof, the requirements to obtain necessary insurance as set forth herein, and the
steps necessary to complete the Services herein. The Contractor warrants unto the City that he/she has the
competence and abilities to carefully and faithfully complete the Services set forth herein. The Contractor will
perform the Services with due and reasonable diligence consistent with sound professional practices.
1.3 CCNA Services, The Contractor warrants unto the City that the Services being performed
pursuant to this Agreement do not constitute professional services as defined by Section 287.055(2)(a), Florida
Statutes.
REGISTRATIONARTICLE 2
FEESXQMPENSATION, & PAYMENT TERMS
2.1 Registration Fees. Registration fees for Services rendered shall be determined by the Contractor.
2.2 Compensation. Contractor and City agree to divide the registration fees derived from the Services
provided hereunder as follows:
(a) Contractor shall receive % of the registration fees derived from the Services.
f.,
(b) The City shall receive _i % of the registration fees derived from the Services.
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(c) No other compensation shall be due Contractor for the Services provided under this Agreement,
unless specifically agreed to by City in advance and in writing.
2.3 Payment Terms. Contractor shall collect all registration fees from participants. Contractor
agrees to maintain a report with the names of all class participants, amount of registration fees collected from each
participant, and the payment method. Registration fees paid by check shall be made payable to the Contractor.
Contractor shall forward the participant report, and the City's share of the registration fees, to the City no later than
the 10`h day of the month following receipt of the fees by the Contractor. Contractor agrees that if the required
minimum number of participants for Services is not met, Contractor is not entitled to any compensation and any
registration fees paid for such Services shall be refunded.
3.1 Provision of Services is a Private Undertaking. With regard to any and all Services performed
hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual
relationship between the City and the Contractor is such that the Contractor is an independent contractor and not an
agent of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an
independent contractor between the City and the Contractor during or after the performance of the Services under
this Agreement.
3.2 Warranty of Services. The Contractor hereby warrants unto the City that he/she has sufficient
experience to properly complete the Services specified herein or as may be performed pursuant to this Agreement.
The Contractor shall comply with all laws, ordinances, rules, and regulations in the performance of the Services.
The Contractor shall pay all taxes, fees, license fees required by law, including but not limited to occupational fees
and withholding taxes and assume all costs incident to the Services, except as provided herein.
3.3 Cily's Re . The City shall cooperate with the Contractor by:
(a) Storing equipment and materials, after approval of the Leisure Services Director. The
City shall not be responsible for any loss or damage of equipment and materials stored by
the City.
(b) Locking and securing the Recreation Complex, or any other location where Services are
provided, after each class.
(c) Arranging for access to facilities as necessary to the Contractor for provision of the
Services.
(d) Keeping the facilities provided in good repair, and providing custodial services to the facilities.
ARTICLE 4
4.1 Assignment and Subcontracting. Unless otherwise specifically required by this Agreement, the
Contractor shall not assign, sublet, or transfer any rights or Services under or interest in (including, but without
limitations, moneys that may become due) this Agreement without the written consent of the City, except to the
extent that any assignment, sublet, or transfer is mandated by law or the effect of this limitation may be restricted by
law. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release
or discharge the assignor from any duty or responsibility under this Agreement. Further, the Contractor shall not
subcontract any portion or all of the Services without the written consent of the City. Nothing under this Agreement
shall be construed to give any rights or benefits in this Agreement to anyone other than the City and the Contractor,
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and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of
the City and the Contractor and not for the benefit of any other party.
ARTICLE
�. .:♦_
5,1 Governing Law, Venue. This Agreement shall be governed by the law of the State of Florida.
Venue of all disputes shall be properly placed in Brevard County, Florida. The parties agree that the Agreement was
consummated in Brevard County, and the site of the Services is Brevard County. If any dispute concerning this
Agreement arises under Federal law, the venue will be Orlando, Florida.
5.2 Notices. All projects hereunder, all notices, demands, requests, instructions, approvals, and claims
shall be in writing. All notices of any type hereunder shall be given by U.S. mail or by hand delivery to an
individual authorized to receive mail for the below listed individuals, all to the following individuals at the
following locations:
David Greene, City Manager
City of Cape Canaveral
105 Polk Avenue
Cape Canaveral, FL 32920
(321) 868-1220 ext 211 (Phone)
(321) 868-1248 (Fax)
TO THE CONTRACTOR:
p I
Name: d4?
Address:
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Telephone: ,_$ - E-mail
Notice shall be deemed to haveeen� given and received on the date the notice is physically received if given by
hand delivery, or if notice is given by first class U.S, mail, postage prepaid, then notice shall be deemed to have
been given upon the date said notice was deposited in the U.S. Mail addressed in the manner set forth above. Any
party hereto by giving notice in the manner set forth herein may unilaterally change the name of the person to whom
notice is to be given or the address at which notice is to be received.
5.3 Public Record. It is hereby specifically agreed that any record, document, computerized
information and program, audio or video tape, photograph, or other writing of the Contractor related, directly or
indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City
or the Contractor. Said record, document, computerized information and program, audio or video tape, photograph,
or other writing of the Contractor is subject to the provisions of Chapter 119, Florida Statutes, and may not be
destroyed without the specific written approval of the City. Upon request by the City, the Contractor shall promptly
supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in
connection with this Agreement shall at any and all reasonable times during the normal working hours of the
Contractor be open and freely exhibited to the City for the purpose of examination and/or audit.
5.4 Amendment of Agreement. Modifications or changes in this Agreement must be in writing and
executed by the parties bound to this Agreement.
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5.5 Severability. If a word, sentence, or paragraph herein shall be declared illegal, unenforceable, or
unconstitutional, the said word, sentence, or paragraph shall be severed from this Agreement, and this Agreement
shall be read as if said illegal, unenforceable, or unconstitutional word, sentence, or paragraph did not exist.
5.6 Attorney's Fees. Should any litigation arise concerning this Agreement between the parties
hereto, the parties agree to bear their own costs and attorney's fees.
5.7 Entire Agreement. This Agreement represents the entire and integrated Agreement between the
parties and supersedes all prior negotiations, representations, or Agreements, either oral or written, and all such
matters shall be deemed merged into this Agreement.
5.3 Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, nothing
contained in this Agreement shall be construed as a waiver of the City's right to Sovereign Immunity under Section
768.25, Florida Statutes or other limitations imposed on the City's potential liability under state or federal law. As
such, Contractor agrees that the City shall not be liable under this Agreement for punitive damages or interest for the
period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any
one person for more than two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof,
which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out
of the same incident or occurrence, exceeds the sum of three hundred thousand dollars ($300,000.00). This
paragraph shall survive termination of this Agreement.
ARTICLE 6
6.1 Worker's Compensation. Upon the effective date of this Agreement, Contractor shall provide
proof of worker's compensation insurance in the minimum amount required by law (if required).
6.2 Professional Liability/Malgractice and General Liability. Upon the effective date of this
Agreement, Contractor shall submit proof of professional liability/malpractice and general liability insurance to
cover claims for professional liability/malpractice (if applicable) and general liability because of bodily injury or
death of any person or property damage arising out of this Agreement or any Services provided hereunder.
6.3 Requirements. This paragraph shall be applicable to Sections 6.1 and 6.2. The insurance
required by this Article shall include the liability and coverage provided herein, or as required by law, whichever
requirements afford greater coverage. All of the policies of insurance so required to be purchased and maintained
for the certificates (or other evidence thereof) shall contain a provision or endorsement that the coverage afforded
will not be canceled, materially changed or renewal refused until at least thirty (30) days' prior written notice has
been given to the City and the Contractor by certified mail, return receipt requested. All such insurance shall remain
in effect until final payment. Unless agreed to by the City to the contrary, the City shall be named on the foregoing
insurance policies as "additional insured," except for professional liability/malpractice coverage. The Contractor
shall cause its insurance carriers to furnish insurance certificates specifying the types and amounts of coverage in
effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies
will be canceled without thirty (3 0) days' prior written notice to the City in compliance with other provisions of this
Agreement. For all Services performed pursuant to this Agreement, the Contractor shall continuously maintain
such insurance as required by Sections 6.1, 6.2, and 6.3. In the event Contractor fails to maintain said insurance,
City, at its option, may elect to terminate this Agreement by written notice to Contractor.
6.4 Indemnification and Bold Harmless. For all Services performed pursuant to this Agreement,
the Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its
employees, officers, and attorneys from and against all claims, losses, damages, personal injuries (including but not
limited to death), or liability (including reasonable attorney's fees), directly or indirectly arising from the negligent
acts, errors, omissions, intentional or otherwise, arising out of or resulting from Contractor's performance of any
Services provided pursuant to this Agreement.
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The indemnification provided above shall obligate the Contractor to defend at his/her own expense or to
provide for such defense, at the option of the City, as the case may be, of any and all claims of liability and all suits
and actions of every name and description that may be brought against the City or its employees, officers, and
attorneys which may result from the Services under this Agreement whether the Services be performed by the
Contractor or anyone directly or indirectly employed by them. In all events the City shall be permitted to choose
legal counsel of its sole choice, the fees for which shall be reasonable and subject to and included with this
indemnification provided herein. This paragraph 6.4 shall survive termination of this Agreement.
6.5 Standard. of Care. In performing its Services hereunder, the Contractor will use that degree of
care and skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in
the same or similar locality.
7.1 Termination by pity. The City may terminate this Agreement with five (5) days written notice to
Contractor. Such termination shall be at City's sole discretion.
7.2 Termination by Contractor. With at least five (5) days written notice to the City, Contractor
may terminate this Agreement if the City fails to comply with the terms and conditions of this Agreement.
7.3 Termination by Consent. This Agreement may be terminated by the mutual written consent of
both parties at any time, and without penalty.
7.4 Upon Termination. Upon termination of this Agreement, the Contractor shall remit to the City
its portion of any registration fees not yet remitted. Contractor shall be entitled to no additional compensation. Upon
notice of termination, the Contractor shall cease all Services being provided hereunder.
7.5 Waiver. Failure of the City to insist upon performance within any time period or upon a proper
level or quality of performance shall not act as a waiver of the City's right to later claim a failure to perform on the
part of the Contractor,
8.1 Term. The term of this Agreement shall commence on the Effective hate of this Agreement and
end on ,i s - I S unless extended by mutual written agreement of the parties.
4.1 Conflicts. In the event that a conflict arises as to the contents of Exhibit "A" and the Agreement,
the Agreement shall govern.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed as of the date first
written above.
ATTEST:
}'j}� 111yyyq
Y � a
Title:� {':614�4ta
David Greene, City Manager
Date:,
Print Name: ✓%
o w�
as
The foregoing instrument was acknowledged before me this i 6 day of -YJ
a) 20 by
who executed the foregoing instrument and acknowledged before me that
he/she executed the same for the uses and purposes therein expressed and who is personally known to me or
who has produced V"' \lt� a � as identification.
(NOTARY SEAL.) Notary Public Si re
Typed or Printed Notary Name:
MC3ELy ABAiGA4t THOMAS
°= Commission # FF 11837E
or My Commission Expires
�•�% 4a 9•' April 30, 201 a
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EXHIBIT "A"
DESCRIPTION s D
Scope of Services. The Contractor agrees to provide the following Services to the City:
(a) Contractor agrees to offer U C) G a to the public on an ongoing
basis. The dates,. times and location of such class s I be specified by the City in coordination with the Contractor.
(b) Contractor shall be responsible for registration of participants. A copy of each registration form shall
be provided to the Leisure Services Director. Each class must contain a minimum of ( participants.
(c) Contractor shall provide the Leisure Services Director with a schedule at least fourteen (14) days prior
to the start of the class. Any changes to the program must be submitted with seven (7) days advance notice. The
Leisure Services Director must approve the submitted schedule prior to the start of the class.
(d) Contractor shall purchase and provide all equipment and materials needed to provide Services.
Contractor shall be responsible for preparing /setting up prior to each class.
(e) Contractor shall be required to maintain a current class list with contact information for each
participant. It shall be the Contractor's responsibility to properly notify participants of any changes to the class
schedule.
(f) Contractor shall insure that all participants sign a release form, the specifications of which must be
approved by City prior to commencement of Services. A copy of all release forms signed by participants shall be
forwarded to the Leisure Services Director.
(g) Contractor shall keep an accurate record of the date, time and location of each class, the number of
participants and their names and contact information. Such information shall be provided to the Leisure Services
Director promptly upon request.
(h) Contractor shall be responsible for hiring additional instructors, if necessary, in order to insure a
reasonable and proper instructor/participant ratio.
(i) Contractor shall be responsible for any sponsorships obtained. Contractor shall forward information as
to proposed sponsors to the City for approval prior to agreeing to sponsorship.
0) Contractor agrees to coordinate with the Leisure Services Director to ensure classes do not interfere
with other City events. Contractor agrees that such events might impact the provision of Services.
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