HomeMy WebLinkAboutTaylor ICA 2014THIS ACRENM-NTis made this 3� dmy o, 20 ( L! CEffective Date")
band betvveen, the CITY OF CAPE, CANAVERAL, FLORIDA, a Florida numicipal corporatipfl whose address
is 105 Polk A venue, Cape Canaveral F-jorida, 32920 ("City")- and ^u 4
-vvhose address is 2- FW2-
to Y 2
Ccolitractor")
RECITALS:
MEA , the City has certain recreational facilities available for use by the public; and
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WHEREAS, the Contractor desires to offer P 11--
("Services-') for the beriefit of the public using the City 's recreational facilities-, and
WHEREAS, the City, desires to allow the Contractor to offer such Services to the public under the ternis
and conditions set forth in this Agreement.
1N
CO- SIDERATION of the mutual covenants arid. provisions hereof, and other good, diverse, and
valuable considerations, the receipt and sufficiency all. or which is hereby acknowledged, the parties desiting to be
legally bound do :hereby, agree as follows:
A RURI C L E. I
GENERAL PROVISIOINS
Lj €;ecut.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 of
representations shall be birvdirgg upon any, of the parties liereto unless incorporated in this -Agreement.
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exccution of this Agreenient aTW1 satistited hirnself/licrseir as tel ihe conditions arfecting the Services, the availability
of materials and labor, flie cost tliereof, the requirements to obtain necessary insurance as set forth herein, and the
steps necessary to complete the Services hereirt. The Contractor warrants unto the Cily flial lie/she has the
'0 faithfully rapetence and abilities to carefully and fait. ully compleic the Services set forth herein The Conimclor will
perform the Services Atffi clue mad reasonable diligence consistent with sound profession a 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.
ARTICLE 2
2.1 R ' 11 eterniined by the Contractor.
tgLlstra!tjon F mss. Regi stration fees for Services i enderr--d shall be d
2.2 Ccs mpeigsation. Contractor and City agree to divide the registration fees derived from the Services
provided hereunder as follows
(a) Conti -ac 10- shall receive:)-,
of the registration fees derived from the Services,
(b) The Citv shall receive % of the registration fees derived frorn. the Services.
Leisure Services
Lndependent Contractor Agreement
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C"t" Cape C—a
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veral
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(c) No other compensation shall be due Contractor for the. Services provided under this Agreenicitt,
urA e ss spe d f ical ly agreed to by City ire adv, ance and in N-vri ti ng.
2.3 Pgymennc Terms. Contractor shall collect all registration fees from participants. Contractor
agrees to inairitain a report with the nanies of all class participants, amount of registration fees collected from each
I part
Oci-pant, and the payrrie:,A `method. Registration fees paid by check shall be inadc payable to the Contractor.
Contractor shall forward the partic-1pwit report, and the City's store of the registration fees, to the City no "Rater than
the, 10th day of the month, folk -ming receipt of the fees by the Contractor. Contractor agrees that if the reqwired
mutinitnu number of participants for Services is not met-. Contractor is not entitled to any compensation and any
registraCion LP -Ps Da id Lrr such Services shaffl be refunded.
ARTICLE 3
GENERAL CONDITIONS Or, SE RVICES
'Services L- a Private 1�1�M With regard to an�y a a" Services performed
.1 Provision ak u 6 1
hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual
relatiotishi-t-, between the City and t'he Contractor is siich tJ-,A.t the Contractor is an independeWk contractor acid not as
agent of the City. Nolhing in this AgTeernent shall be interpreted to establish any relationship other than that or an
independent contractor betivefM the Gby mid the Contractor duffing of after the perfortrorice of -the Services under
Ards Agreement.
3.2 WarranL:y of Ser-dees. Tice CorAractor hereby warrmits witc, the CitV 11 -kit he/she has sufficient
cxperience to properly coniplele the Services specified herein or as inay be performed pursuant to this AtTeement.
-'Phe Contractor Stoll comply 11-ith all laws, ordinances, rules. and regulations in the p-crforinanc-c- of the senlice&
The Contractor shall pay all taxes, fees, license fees required by law, including but not limited to occupational fees
,a"A V.';�"'--Iding ,.I costs inciderit Sew�- s, except as provided herein.
JLU luillu LaNes WWI aSs'difie" - to the xCe
3.3j
Cit -Is Respqysjl�:dhies. The Cit� shall cooperate -vvith the Contractor by:
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(a) Storing equipmern and froterials, after approval of the Leisure Services Director. The
City shall -in, be responsible for any loss or dainage of equipment and materials stored by
the City,
(b) Locking and securing the Recreation Complex, or ar�%Tother location where Services are
provided, after -each class.
1'c rfangh
-kg for access to facilities as necessary to the Conti -actor for provision of the
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Selvices.
(d) Keeping the facilities provided in good repair, and providing custodial services to the facilities.
ARTICLE 4
SUBCONTRACTS; ASSIGNME NT
4A Ass ig�nment and Subco�n�act*&.Fairless othee-mise specifica][ly re(raii-W by this Agreement, the
Contractor &'aail not assiggir. sublet, or transfer any rights or Serdces under or interest in (including, but without
linivabons, moneys that rnay become dire) 111S Agreernerit without the written consent of the City -except to the
extent that ary assignment, sublet, ortransfer is mtadatedbylaworthe effect ofthis limitation noybe restricted lay
law. Unless specifically stated to the contrary in any written consent to airy assigriment-, no assigmuent will release
or discharge the assigner from airy duty or responsibility under this Agreement. Further, the Contractor shall not
st�hc.ontr'xl' :7rn'y ruirfinp (-.r qU or 1110 ar aSCE vuithmit thi writfi—n ca m. -j -d nF tbP Oitv -Knthjiqp, uTw4p.r thioz A OTP.PMf-x1t
shall be construed to give any rights or benefits in this Agreement to anyone other than the City and 'lie Contractor,
Leisure Services
Independent Contractor Agreement
City of Cape Canaveral
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wid all dutics and responsitsilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of
t1we City and the Coulfactor and. not for the benefit of airy other party.
ARTICLE 5
,MISCELLANEOUS PROVISIONS
Set Governlu,2 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 Coturty. Florida- 'T'he parties agree that the Agreement was
co-suminaled in Breiard i,Coimty, ca -act me site of the. Services is Brevard County. 1-F any dispute concerning this
Agreement arisesunder Federal iaii,', the venue will be Orlando, Florida.
5.2 Notices. All projects hereunder, all notices, den-mAnds, requests, instructions, approvals, and claims
shall be in wn.fing- A-1-1 notices of any type hereunder shall be given by U.S. mail or by hand delivery to an
;ndi,,,idual autho.-azed to receive inan for the. below listed individuals. all to the following individuals at the
following locations:
T THE CITY:
TO
David Greene, City Manager
City of Cape, Canaveral
105 Polk Avenue
Cape Canaveral, FL 32920
(321) 868-1220 ext 211 (Phone)
(3121) 868-1248 (Fax)
'rO THE CONTRACTOR:
Name:
Address.-
T E
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-mail: "'i cc= -
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Notice shall be deemed to have been given and received on the date the notice is physical!), received if given by
band delive-ni, or if notice is givers by first class U.S. inail, postage prepaid, then notice shall be deemed to have
been given Upon [be date said notice was deposited irithe U.S, NTail addressed in the manner set forth above. Any
1),3xf.v hereto by giving notice i n the manner set forth., herein may unilaterally change the narne of the person to -whom
rn"Ce ;s I— -AA— -.—I" I- 1O -''
sv UV Ui salesaleaUUIZZZI Ian VVIUCII t Ice , a5 Ito lue recelv�-d.
5.3 Public Record. It is hereby specifically agreed that IM, record, document., computerized
information and progranL audio or video tape, photograph, or other writing of the Contractor related, directly or
ii directly, to dais Agreenneint, may be deeraed to be a Public Record wheffier in tyre possession or control of the City
orthe Contractor. Said record, document computerized inforniation and program4 audio or video tape- photograph,
or other writing of the Contractof is subject to the provisions of Chapter 119, Florida Statutes., and may not be
destroyed without the spec fig 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, docurnexits., 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 Cit), for the purpose of examination and/or audit.
SA Amendment of A reeige L Modifications or changes in tIns Agreement must be in w -ifing and
executed by the parties bound to this Agreement.
Leisure Services
independent Contractor Agreement
Citi, of Cape Canaveral
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5.5 Sever-abifily, If a word, sentence, or paragraph herein shall be declared illegal, unenforceable, or
lvInc,onstituliorol, the said word, sentence, or paragraph shall be severed from this Agreement., arid this Agreement
shall be read as if said illegal, unenforceable, or unconstil u fioj ial,%vord, sentence, or paragraph did not exist.
5.6 AftoLpevs Fees. Should aril, litigation arise concerning this Agreement between the parties
hereto, the parties agree to bear their oxvii costs and attorney's fees.
&7 Enfixe Agreement- This Agreement represents the entire and integrated Agreetfent between the
parties and supersedes all prior negotiations, representatiorus, or i-karcel-EICTItS, either oral or written, and all such
nianers shaii be deemed merged into t his Agreement.
5.8 Sovereign Immunitv. Notwithstanding any other proidsion set forth in this Agreement nothing
contained in this Agreement shall be constmed as a waiver of the City's right to SovereignImnim-ky u-inder Section
768,28- Florida Statutes or other lirn-itations imposed on the Citly`s potential liability under state or federal law. As
suchL Contractor agrees that the City shall not be 'Liable under this Agreement for punitive damages or interest for the
period before judgment. Fin-ther, the City shall not be liable for fully claim or judgmient, or portion thereof, to any
one person for more than wo hundred thousand dollars ($200,000,00).. or any claim or judgment, or portion thereof,
which. when totaled with all other claims or judgements paid by the Slate OT -its agencies and subdivisions arising out
of the same incident or occu-
-nce, exceeds the sum of tnree- hundred thousand dolla-t-, ($300,000-00). This
paragraph shall survive ternai nation of this Agreement_
6
PROTE CTION OF PE RSONS AND PROPERTY; INSURANCE,
6.1 Worker's, Compensation, Upon the effective date of this Agreemcffl. Contractor small provide
proof of worker's compensation insurance in the rninitnuin amoinit required by law (if required).
6.2 Professional Liability /Maluractice and General _Llabift. Upon the effective date of this
Agrccm ent, Contractor shall submit proof of professional liabifity/malpractice and general liability insurance to
cover claims for professional liability/malpractice (if applicable) and generall liability because of bodily injury or
dea th of any person or property damage arising out of this Agreement or any Services provided hereunder.
6.3 Rg9rilremments. This paragraph shall be applicable to Section-, 6.1 and 6.2. The insurance
required by Cris Article shall include the liability and coverage provided herein, or as required by law, whichever
requirements afford greater coverage. All of the policies of insuiance so required to be purchased mid maintairled
for t he certificates (or other evidence thereof) shall contain a F.endsion or endorsement that the coverage afforded
-I not bcanceled. materially e canceemaeracharigd lfdti
eor renewarefused ateastlliim, (30) day
,gill least s' prior -,vritlen notice has
been given to the City and the Contractor by certified mail, return receipt requested. All such insurance shall remain
in effect a-" final pa)7ule - 7
ill.'Jrdess Iagreed to by the Ci!) to die contrail , the City sl-oll be named on the foregoing
insurance policies as additional insured," except for professional liabilityinialpractice coverage. The Contractor
shah cause its insurmice carriers to fin-nish insurance certificates specifying the types and amounts of coverage in
effect pursua-at hereto, the expiration dates of such policies, and a statement that no insurance under such policies
will be canceled viiffioul thirty (30) days' Prior -writt-ennotice to the City ill compliance Ivitli other provisions of this
Agreement. For all Services performed piu-suant to this Agreement, the Contractor shall continuously maintain
such insurance as required by �-
., -ections 6. 1, 6.2, and 6-3. In the event Contractor fails to maintain said insurance,
Cily, at its oplion., may elect to terminate this Agreement by written notice to Contractor.
A
Trideana-11fication and Hold Harindess� Pelfon-ned pi-js----" — 114-
I -t all 13�11 U tialm Lj Un�
the -Contractor agrees to the flullest extent permitted by law, to mdenunify and hold harinless the City and its
cinployees, officers, and attorneys from and against all claims, losses, damages, personal irturics (including but not
limited to death), or liability (including reasonable attorney's fees), directly or indirectly arising from the negligent
acts, errors, onussions, intentional or othen-vise, arising out of or resuffing from Contractor's performance of any
Services provided pursuant to fins Agreement,
Leisure Services
aidepende-tit Contractor Agreement
City of Cape Canaveral
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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 i he City, as the case inky be, of any and all claims of liability and all suits
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actions or inTery name and description fliat may be brought against the City or its employees, officers, and
attorneys v��,Wch may result from the Sergi ices under this Agreement whether the Set -vices be performed by the
Contractor or anyone directly or ftAirectily employed by thein. In aH events the City shall be permitted to choose
legal cow-isel of its sole choice. the fees for which s -b --Il be reasonable and subject to and included with this
iiideimiificationpr,oN,idedii,�--reiii. This paragraph 6.4 shall sun-i-veter-min ation of this Agreement.
645 Standard of Care. In performing its Services hereunder, the Contractor will use that degree of
care and sldfl orcliawrity exercised, under similar circurnstances by reputable members of its profession practicing in
the same or similar localit-T,
-OVUTICLE 7
X4;aWjX Wr .�.gM=99AMM
7.1 'peri-Analtion hl C#j� The Civ; may terniinate this Agreement with five (5) days written notice to
Contractor. S -ac -lb termination shall be at CJIy's sole discretion.
7.2 Termination by Contractor. lVith at least five (5) days written notice to the City, Contractor
May ter-minatc t1vis Agreement i# the City fails to CoMply -with the, terms and conditions oft1his Agreement..
7.3 Termination LI Consent. Uus Agfeerneng may be terminated by the mutual written consent of
both parties at any time, and without penaty .
7.4 Upon Termination. Upon terns nation oil' this Agreement, the Contractor shall remit to the City
its portion of any registration fees not yet rernitted. Contractor shall be entitled to no additional compensation. Upon
-notice of tenuination, tile Contractor sha-11 cease all Services being provided hereunder.
7.5 Watver. Failure of the City to insist upon performance within any time period or upon a proper
fei, el or quality of per-forinance shall not act as a wirer of the Cityy's right to later clairn a failure to Perform on the
part of the Contractor.
3.1 Term. The term of this Agreement shall conunence on, the Effective Date of ibis Agreement and
end on a -:2- 1 ',-zt 0 1 ui J-ess extended by rautual written agreement of the parties,
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9.1 Conflicis. in the event that a conflict arises as to the contents of Exhibit "A" and the Agreement,
the Agreement shall govern.
[Signature Page Follows]
Leisure Services
independent Contractor Agreement
City of Cape Canaveral
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UNT NVITINTESS WHEREOF, the paxties hereto caused ibis Agreeracift to be executed as of the date first
J'Nyritten above.
,A TTE ST:
I
J L
Tine I
STATE OF FLOPIDA
CO-',jl\T'Ff OF BREVARD
ff xdd Greene, City Manager
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Date: I, Z f f f"
I dw 160 t - .
CO At
Print ITab
Tlk roregoing instniment was acknowledged befbie nae this day by
who executed the foregoing instnui-tent and ackiiowledged before nae that
the saine for 'ane uses and p known to ine or therein c,,,preessed and who is persoimElT
w1ho bas produced
-Dr'A-Q'CS- as identification.
NOTARY SE AL) Notan7 afolic Signal(!�
T31ped or Printed NotuT Na mQ.-
MOLLY ABAIGAIL THOMAS
Commission # FF 118375
ob My Cominission Expires
Apffl 30, 2018
Leisure Services
Independent CmIractor Agreement
Cit -y of Cape Canaveral
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Scope of Services. The Contractor agrees to provide the following Services to the City:
(a) Contractor agrees to offer * v
L to the public on an ongoirig
basis. The dates, denies and location of such class shall be specified by the City in coordination iidth- the Contractor.
(b) Contractor shall be responsible for registration of participants. A copy of each registration fbirn shall
be Drovided to the Leisure Services Director. Each class must contain a ininimuni of pai'dcipants.
(c) ConvqIctor shall provide the Leisure Services Director with a schedule at least fourteen (14) days prior
to the sort of the class. Any changes to the program must be submitted with seven (7) days advance notice, The
Leisure Services Director must approve the sul-imitted schedule Prior 10 UIC start of the class.
(d) Coluxactor Shall purcilase and, pri-wide all equipment and matteria-Is weded to mmmd& Ser'71ces-
Contractor shall be responsible for preparing /SeLfing: Lip prior to each class.
(e) Co-r=ctor shall be required to maintain a cumiat class list '"nth contact informations for each
participant. R, shall be the Contractor's responsibility to properly- notify participants of any changes to the class
schedule,
(f) Col tyactor skill insure that all pardcipants sign a release form, the specifications of which must be
approved by City prior to cojuniencernent of Services. A copy of all release forms signed by participants shall be
forwarded to the Leisige Services DL -rector.
(g) Contractor shall keep am accurate, record of the date,, time and location of each class, the number of
participants mid their names and contact information. Such information shall be provided to the Leisure Services
Director promptly upon request.
(h) Coelyactor shall be responsible for hiring additional instructors,, if necessary, in order to insure a
reasonable and proper insbuctor/participant ratio,
(i) Contractor shall be responsible for any sponsois'nips obtained. Contractor shall fonvard information as
to proposed sponsors to the, City for approval prior to agreeing to sponsorship.
Contractor agrees to coordinate vniith the Leisure Services Director to ensure classes do Pot interfere
idh ober illy even ts. Conactor agrees that such events might impact the provision Of Ser -vices.
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Leisure Services
Independent Contractor Agreement
City of Cape Canaveral
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