HomeMy WebLinkAboutSutherlin ICA 2017 UEMURE SERVICES
AGREEMENT
THIS AGREEMENTis rnade tants 28 day c,,, Ncivernbct 20 17 ("E1ffCC6VL
by and between the CITY OFCAPE CANAVERAL,FLDRIDA,a Floi ida munkirmt corpora6on, whose address
is W5 Po[k Avtmue,Cape Canaveral Fo6da,32920 an(I_Julie F. Sutherlin
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whose addicss is 51403Willl(,Illilli�ig-l1W,�iy Merritt Island 32953
("Contractor"),
RECITAL&
WHEREAS,die C I ity has certairl recreationaf facifities avaHabte I'M Use by tbe pLibhC1dnd
WHEREAS, the Contractor desires to offer Tennis Lessons
("Services"')16r the I.Triefit of the pub[ic using the City's re creafiorlat flacififies', and
WHEREAS, tlw City clesires to aflow the Contractor to offer such Services to the pubhe under the terrns
and condifimis set forth in this Agreement,
IN CONSIDERAnON of' the mmuat covenants arld prcMskms hereof,, and othey good, (fiverse, and
vahmble considerafions, the iec.eit..at and sufficrency atl or whichs fi
is acknowledged, the parlies desiring to be
legaHy bound do hereby agree as foHows�
ARTICLE I
GENERAL,PR(WISIONS
The City hereby engages thie. Contractor and the Contractor agrees to perfiwrn the
Servic,es outfined in EXHIBIT "A" for flie stated fee arrangement, No prior or present agreements or
representations shall be bin61g upon any ofthe parties hereto urkss incorporated in thls,Agreement,
L2 Due Dilky'l 4, 1 1"he Contractor ac"ki low edges that he/she fias conducted an IflVestigaflon Prior to
execrition of'this Agreement and satisfied himsel 17hey self as to the comfifions affecfing the Servrrces,fl-w avai[abitity
of materials and labor, the cost thereof, the requirenients to obtairi necessary insurance as set km1h herein, and the
steps necessary to cornptc the Services herein. ]'lie Contractor wariants unto the City that lie/she has the
CoMpetence and abifific,,s to careftffly and fidthfulty comploe the Services set forth herein. The Comractor wflt
perfiirm the Services with due and reasonal.fle dfligence consistent with SOUnd prof'essionat practwes,
1.3 CCNA Services, The Contractor warranoi unto the ity that the Service,,; being perfortned
INESUarlt to this Agreement (k) not consdtule professlonal servicl,,s as defined by Secflon 287,055(2)(a), Florida
Statutes.
ARTICLE 2
TION JFEE�j,—CSLALF..LO�SA L
LF4jPj,,& PAYMENT TERNIS
2A Re istration Fees, RegistraOon hues fm Services rendered shaH he doermlned by the C'ontractor,
2.2 L,)gjjLensafion, Conlractor and City agree to divide the regktraficin Fees derived froln the Services
provided hereunder as f6flows.,
(a) Contractorshall rec6vc 75 %of'the regia4radon f'ees derived fron- [lie Servlccs,
Lekure Services
Contractor Agreement
City of Capc Canavend
t of 7
(b) 1 he('it), shafl receive 25 %of the registlarom fees derived from the Services
(C) No other compensakon s1raH tre due Contractor 16r t[h-Scrvices provided under this Ag,wcmeW,
uniess spe6ficaHy agreed to by City in advance and in writing.
2.3 Laty.LLient 1erms, Contractor shall coflect all rd gjstration fees firom participants. Contractor
agices to ma6nlain a report wi0i the narnes ofaH class part i 6 piants, arnount of registration fees c(fflec8ed fi-oln each
participant, and the payrneni method, RegistratJori k'ees paid by check, shaH 1,7e rnadc payatfle, to the Contxzrctor
Contmelor shall forward the participant report,and the City's share ofthe reg istraliorr fees,to the Cdy no faler than
the 10"' day of the month following recvipt of the feces by the Contracifrr. Contractor agrees that if ihe ieqUired
MitliMUM MHnber of parficipants for Services iS Mt Met, 'ontractor k not entifled to any compensation and any
reg Wrafio fees paid for such Services shah be refunded.
ARTICLE 3
GENERAL COND11"IONS OF SERVICES
3.1 Provision of'Services is a Private UndLtkLLW
e jg. With regard to any and aH Se,,rvices perfro-awd
hereunder, it is specificaHY Understood and agreed to by and between the parties hereo fliat the contraCtUall
r0a9sonship bc,,tvveen lhe 0iy and die Contractor N such that the C.ontractor is an xndependenl contractor and not an
agent of the City. NotNng nn dris Agreement shah be hftrpreted to estaNish any rcla6onsNj.�r other than diat of an
independent contractor between the City and the Contractor during or after the performance of'lk Services under
this Agrc-,ement,
3.2 W a E&qy f: grvices, The Contractor hereby warrants ¢.into thf,,, ("ity that he,/she has sufficient
expetience to properly eornplete the Services specified herein or as may be perf(I)I]rned pursuant to this Agfeernent.
The Contractor shall cornply with all laws, ordirwnce.s, rules, and regulations in the perforrnance of the Services,
The Contractw shafl I'my afl taxes, f'ees, lidnse fc.es required by Navy, including but riot Hinited to occupational fees
arid vu,Jthholding taxes and MSLflne all costs inckient lo the Services,except as provided herein
33 fLLty'�itjLQFLSj fliLlels. The City shall cooperate Nvith the Contractor by:u - t�—
(a) Storing equiprnent arid niateriak, after approva] of' the Leisure Servlces Director The
City sfraH riot be�responsiWv for any loss or damage ofequipmeni and nurteriak stored by
the('ity.
(b) Locking and SeCUring the Recreation Cojnpex, or any other locaflorr where Services are
provided, after each cNass
(C) Arranging lbr access to frucififies as necessary to the Contractor for to-ovision of the
Services,
(d) Keeping the facHifles provided ln good repair,and providing,CUSt0dW Ser ViCeS to the friCifitieS,
ARTICLE 4
SUBCONTRACTS- ASSIGNMENT
4.1 (Lssjji nment and Subco In- LtLf!LY, Uyfless otherwise sqiecificafly ICCgLfired bY this Agreenwrit, the
(-'ontraclor shafl riot assign, suWet, or trarrsk.,.r any HghtS 01SeNkTS LIMICT Ot anterest in (incWding, but wiffiout
hinnations, moneys that may fwcorne dune) this Agreement without the written consent of the City, except to the
extent that any assignrnent,sublet.,or transfer is mandated by htw or the effect of this firnitmion may be restdcted by
law, Unless specHicl.ifly stated to the contrary in any written consent to any assignment, rm assignment MH release
or disc.haige the assiginor front any duty or responsNMy under this Agreement, Further, the Contractor shall not
sul.wontrrict any portion or ir]i offfie Servk,.es wiffiout Qw,written consent of"the(.17dy, NoUiing under this Agreenwra
Leisure Services
Rndependent Contractm Agruinent
Coy ot'Cape Canavcral
1 47
shafl be construed to give any rights or benefits in this Agreetyle.nt to anyone other than the City and the Cmltractor,
and afl duties and resgrorcu,nlpili9ie undettaken pursuant to flihis A(neem ent wffl be for the sole, and exclu��ivebenefir of
I w(1),zi I I d t I w('o I I tr2ctor and not for B he benefit of any otherp arty
MISCEL1ANEOUS PROVISIONS
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5A (;()Nre I-11ifig VCljUe, '11'his Agjcement sh�.fll be governed by the law of Ific State of Fiori&.
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Venue ofafl (hsputcs shafl be properly piaced in Brevatd County, Florida '11'he parties agree that tl,w Agreement was
consummated in Brevard County, and the Oc of file Services is Bilevaid County Ifany dispute conceming this
Agreeme.rit wises under Fedcr,'d law,the venue wdl be Orlando, Fioirda.
5,2 NTIJS!.s All piojecls hecundtn-,all notices,demands, teqLR-.sts, insiructions,appyovak,arrd ctaims
Skill 1W iTu voking, AH noticcs of any typc heicunder slmll be given by U. mad or by hand delivery to an
iVKfiVidilal AtthOriZed to receive mail for the bdow listed indMdUak all to the following individuals at the
following kwmicms:
FO'I III:CITY�
David L Greene,City mamqyler
City of Cape.Canaveral
105 Polk Avenue
Cape Canaveral,FL, 32920
(32 f)808-1220 ext 21 V (Phone)
(321)868-1248(F a x)
TO`f CONTRAC'FOR:
JuIle E Sutherfin
5403 Whiding Way
Ad d ress:1111
Mcrrill Island, FL 32953
32 -530 0040
E rnad�
Notice shaH be deemed to, feave beelt given and received on the date the notice is physically received it'given by
hand delivery, or it'notice is given by first class U S. snail, postage prepaid, then notice shaH be deemed to have
been given upon the date said notice was deposited in the US. � Mad addressed in the rnatmer set forthabove. Any
party Ihaereto by giving nofice in the manner set forth herein may und'atenafly change the name offfic, person to whom
notice k to be given or the address at which notice is to be received
53 Public Rcc:o"r,d,. It is hereby specificafly agreed 1hat any record, docunlent, computerized
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infol mation arld imcq.,,rm, audic, or virico tape, photopaph, or othf,:r miting, of'1he Contiaclor rdated. directly ov
indirectly, to this Agrecment, may fw dectirled to be as Public Record wheflm in the possession or conlroll of Che City
oi the Contracton Said recoid,document, computerized information and popam, audio or video tape,photopaph,
oi oihei writing, of the Contractor is subject to the ptovisions of Chapter I l(,), Horida Siawws, and may mm be
destroyed without the specific written approval of the City. Uj)On ITCJUcSt by tI1C City,the('(Mtraclor shall promptly
Supffly copies ofsaid pulflic records to the City. AH books, cards, registers, Yeceipts,documents,and oifier papers in
comlection with this Agreement, shafl at any and "fl] TeasombiC' ti➢jl('S (jtkfjilg the, nol_rrral kV0lkii1&
r h(JUT'S Of the
Contractor he open and freely/ exhibited to the City 16r the pmpose of,examina6on and/oF audit.
5.1.4 A,mend mentof pejq, Modification,; or cltangcs in this Apeer-neat must lo., in wrifirlp, and
executed by the parties k_)umto this Agreement,
I,cIskrc Serve c's
h1dcperl(knt CmOraclor AgimoenT
City of Cape Umia%m� al
a of.7
5.5Sever"drifit, 11'a Word, Sentence,of palagraph herein sliall be declared iHegal, unenforceaMe, m
unconstitution,fl, the said wmd, sentence, or paragmph shdl be sevcred fi-orn this Agreemeni, and this Aglecmmrt
sh",ffl t°w Ica d as ifsaiid Meg<d, urmrf6rccatfle,or uncom4ilutimmi word,seWericc,or paragraphdid not exist,
5.6 Attorn 'es. Shwdd any litigation arise concerning d6s Agreement bew/em the patiJes
hereto,the parties agrce to hear their own costs and aflorney's fees
5.7 Entire , - ement I his Agrecmierit represents dw enflrc and integmIed Agreement between the
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parties and supers7� es'—all Pitor negokaltitmv,, representations, or Agreernents, either oral or written,, and ,,ill such
inaum shall be deemed merged into this Agreen-Ient.
5.8 S-52VUEign Immun y
Notwi[Wwiding any offier l,)rovision scl forth In flds Agicement, nothng
contained in thik Agreement shaH be construed as an ivaivcr ofthe 01y's rig hl to Sovereign finmunky under Sccdori
'768.29, FlorIda Slames,or cother liFy6taflons arnposed on the Oty's potenlW hability under state of fvderal Law, As
Suich,Contractor agrees that the Ity shalt not be Ha[fle under this Agreement f6r punitive,damages or interest far the
period beforejudgment, FUNIIeF, the C'4y shati not be diabte fo� any (Aaim 01-jUdgnient, or portion thereof, to arly
one Person Im nf(m.-than hV0 hUndied Uxiusand doflars($200,000,00), or any etaim or.judgment, or portion thereof,
which, when totaled with all other cUrns orJudgments paid by die State or its agencics and subdivisions w-is�ng out
of the samie 4wident or occurrence, exceeds Ifie SUM Of' three. htflldred diousand doflars ($300,000,00), This
paragraph shad survive tennination of'Oiis Agreement,
AR11CLIE 6
PROTECTION OF PERSONS AND PROPERTY- INSURANCE
6.1 Worker"S, iLiRp ��zi ctive date of this Agreemet,nCotractor nshaN provide
--- -_L SLL .1jon., Upon the effe
proofofworkcr*s COMPUISati011 io,'Wrance in the mirtimum anioum required by law(if required)
6.2 (rid fessi If I ,mpdd il t, /Mfl!J)Ld'a
Liabil,ft . Upon the effective date of this
Agro,nnem, (1-1 onLtactor shafl submit f..aroof iff Tmoft.ssimW l iabd ityhmflpracl ice and general fiabifitly �irMlrance to
Govc,-r (Aa.rms for profrssIonal liabflity/malpr,,.wfice (If'appficable) and general fiabifity because of bodily fit'
I jury or
death cifany person orproperty daniage arrSIiDg0Ut of this Agreement or any Smrt(%: ,sJ)n-OVjde(j hereunder.
6.3 IRpa ment Ihk paragraph shalt be applicable to Sections 6A and 62 The insurance
TeqLdred by this Articfe sliaii inchAde the pW)ifity and covemge, provided herein, or as Icquired by law, whMievfn
reqUrmnents afford greater cxweragye, AH of the poh6crs, of insurance so required to be purchased and maintained
R)i the cerfificates (or othei evidence thereof) shall contain as provision or endorsemem fleit the coverage affbided
wifl not be canceed, materiaHy changed or nrenmad re.fused Wild at lew.n. thirty (30) days' pricti writunn nolice has
been given to the City an(I the Contractm by certified rnail,re wrin rcceipt reqUested. All such limirance shafl remain
in effieCl UrItH fimd payment. I-Ness agreed to by the Cily to the contrary,the Cfty shall be riamcd on the foregoing
insurance poH6es as "addiflonap insured", ex(.,'CPI for profe�6iorial liability/malpractice coverage, Fhe Contractor
shall cause its insurance carriers to Furnish insurance cenificates specifying the types and arnounts ofcoverage in
effect pursuant heieto, the espri-afion dines Of SUCh poticies, and a sratement t1u)t no insurance undersuch policies
will be canceled without:thirty(30)days'prior wrkteri notice lo the Pity fit conifflovice with other provisions ofthis
Agreement, For 0 Services performed pursuant to this Agreernent, the Contmaor shall C011tillUOUSly rnaintain
sucIi insurance as required by Secfloiis 6.1, 6,2, and 63. In the event 'ontractor fads to maintain said insurance,
('It
y, at ibr option, Irray elect to tenninate this Agreeirreni by wrtuen notIce to Contraclor
6.4 Indemnification andHold Harmless, For all Services tm,16nned putmiant to this Agreement,
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the Contractor agrees to the fiI extent permitted by law, to indernnify amJ hoki hao-Hess the City and its
employees, officers, and attorneys firmn and against aH cUrns, losses, dwmages., personal injuries(ineWing but not
Hinited to death), or liabifity (inchoding reasonable attorney's fees), dircefly or intfirecfly arking from the neghgent
i-eisure Services
indeperndcm Cl'ontracmr AgIcernew
City of-Cape Canaverat
4 of'7
acts, errors, wTdssmons, imentiona� or othemkc, arising out of of rc..skfltillg t'rorn Contractor's riert'ormanc'e (Wany
SeTvices pmvided I)LINMAM 10 thk AgIRXNMMt.
The indemnificadorl provided above shafl obfigao, the Coiltracior to def'end at his/her own exj:,mlse orto
provicle fi.)r SUch defensc, at the op6oll of'the City, as the Case may be, Uany and afl clairris of liabilky and all suits
and actions earl'every none and desc6pfion dial may be brought against dw (."ity or its employces, officers, and
Wlorm,,ys which may result ftom the Services under this Agreement whefficr the Services be perforyned lay fl—w
Contractor or anyone direcdy orin6ccfly emlAoyed by them, In aH events the City shall be perrn4led to choose
pegaN counscI ol, its sod e (:116cc, tire f'(TS for Which shafl be rcasonable, and sub,jcctto and included with this
inderru'dfication provided hefein TtJs paragraph 6A sfeffl survive terrn4wflon of'd-ds Apeelml.jlt,
6.5 Stmidawd_of'Care, In peifbrmng its Services IWCLID(Jef, the Contractoi wifl use thae degrec of
care and sklH ordinardy exerckcd, under siindm 61cumstances by rep waWe members culits prol'essron pramcnng In
the sarne or similar pocality,
A RTI C 1,E 7
TERMINATION OFTHE AGREEMENT
73 'Tqmiimfi.Lpp_b "'ity. I fie City may terrnmnatc [his Agreernent with five(5)days witHen notice to
Contractor. Such termination shall be al.Cky's soe cfiwrefion,
7.2 lermii'YR"a'"ti
"tion by—L"L)klLftactojr, With at ieasl five (5) days written nofice to the Cily, Contractor
may teradnate this AgreCMMI,jF111C City fi'AdS 10 comply with the teryns and condidons of'this Agreement.
73 Teirminatim umf - may I.Eachterininated by ffic, muwal written consent cup:.'
Thk Agreenwtit
both parfies at any thrie, and with penafty.
7.4 j.. .aig.Tgma'inafiom, [Jpon terminaflon of'tfils Agrecment, the Contractor shall remit idea the City
its portion of'any reg istnadon ft"'c's not yet reinitted.Contraclor shafl be enlided to no additional compensaflon, Up(m
notice ol'termlmation,the Contractor sJmH cease;ait Services hating provided hercunder,
7.5 Wavei% l;adure of'thc, City to insist upon perfor-mance Withhl i0y thoe PCHM 01- UPM1 as f)FOPCT
level ol (Imflity (d performiance shall not act as a waiver of'the City's 6ght to latter cUm a I'aflure to perfbl-M 0a the
part M"the Contractor.
ARTICLE 8
TERM OF AGREEMENT
8.1 Term. The turn of'diis Agreement shafl com-nence on flw F,1116.flve Datcof'this Agreement and
ej-pj on I January .?khat unless extended by mutual vvritten agreement of'the parties.
ARTICLE 9
CONFLIC'J"S
9.1 C'onfficts, IIn flic event that as ewffha arises as to the contents of'Exhibil "A" and the Agreement,
the Agireeawnt ;;hafl goverm
�Sigiiafiwe Page Follows]
LLISUrc Services
Independent Contrac.tor Ai,,,leernont
Oly ol'Capc Canavend
5 oF7
IN WITNESS "fV3L3r'R.T,T 3F, the parties hereto crumed 'tdrds A f,ma.nwerat to he e:ca°r.;urtr;d HN of tpw adaate f4st
wv&tcn above
CITY OF CAPE CANAVERAq PLORMA
&XTEST:
avid 1– 4 rra ar1r, w..
(MIRACTOR:
:
w.
�.
d"rant N,aarac°
STATIT(M Fl DR I DIA
4.IN dNTY (NT pgfeEy"AIU)
The lbregohig„g irrstRIsn M was crcrknnrwledg e d beliv inn thk icon..day of.A., 2 � :.�a �_�� _�.� ..>by
who ewcaaml tlw goreg 6tig instrument and Baa knaavde dged bcmfcrm me slot
dac;,:/sloe"exec,w e d the swnae{'czar°the asses and putpocaws tkrr:rdn cxpawame d W - who k daosa:rnrzdo d<a"w wn W nw or
_." as identification.
whopa2H.s grr°aacfirrc;�^rd �� _ .�., _ —
OU T10,R.Y SEAL) Notary d'"aabk Sd,gnZ re
'IYpred or Printed Notary f"«Ccarne:
Ei=
FF 11s3375n Expifes201
p.adsn.rrc tdu0ce
Independent t:ontr;ador-ft,greenmo
C 4y of(ante Sn ave:W
b o
EXHIBIT"A"'
DESCRIPTION OFSERVICESTO BE PERFORMED
Ssomt,prof Services, I he Conlraom agice's R)provide flee fifflowing Services to the 01y:
(a) Contracwt- agrees to of I,cr Tenrr--i s-L,
essons to the Pubfic cw� an ongoing
basis, I he dates, tirnes and kwadon of such class shaH be spe6fied by the Oly in cowdinadon wih Ole Contnactor.
(b) Contractor shad be responsibk, Ibr registration Upamicipants, A copy ot'cach registration fonn shaH
be provided to the Leisure Services Director, Each chass 111LISI coDtain as mirdminn of - participants,
(c) Ca'ntiactor shaH pi.ovide ffie, Leisure. Services Director with as schedule at past fimirleen (14)(lays prior
to the sUt of'flw (; ass Arry chmigoi to the progiam must be submkted wfh seven (7) days advance notice, flic
I-CiSUFC,SCI'ViCeS Dt-CCtor rnust approvo the.submieted scho]We pHil,)r to flie SU."'t of,the c]ass,
(d) UmMactor shad purchase and provide afl equipment and materials needed to provide Sejr6ces.
CoM r actor shal I beresponsiWelbi prcparing/setting uppdortan each"clays.
(e) Contractor shafl be requfi-ed to irmintain as cu rrem cwis ki with contact infi.)rmatkm For each
participant. It shalt be the Conit actor"s responsibfldly to propefly notify participants of art)/ changes to d-w cdass
scheduie.
(f) Conaclor shall iflMI ' that aril participants sign a r&ase fcrrae, ffic specHicuOons of which must be
approved by City prior to ca,)ujjjnencernenl of Services, A copy of'afl r0ease forrm signed by pari.iciparas shall be
forwardGd N.)the Leisure Services Direcwr,
(9) Contrador shaH keep an accurate record of,Ifie (hite, tinre and location of,each Cpass, flw numhec ol,
padk,ipants and fli6r narnes and contact inforrmarjon Six-11 intorm".1fion sh"A be prov46ed to flic 1,6SLVe^ SCrOCCS
Ditector prompfly Upon requcsl.
(h) Contractor shaii be responsNe Ibr- kdring addiflorW instructors, if necessary, in order to insure an
neasonatfle and proper instructor/part.icipant rad(,
(i) Contractor shall be [esponsfffle for any sponsorships obtairicd, Contractor shalt forward iriftwmation as
to proposed sponsor's to the City 16r approval prior to agreeing to sponsorship,
(J) Contractor agfees to coordinate w4h the Leisure Services Director to ensure classes do not intertere,
with otim-('ity,events, Comrac.tor agrees ttNA SUch events might impact then provision ot'Services.
Leisures Servsxs
fndepemkmt CoWrador Agicemcm
City ol'Cape Canwvc.nd
7 of-7