HomeMy WebLinkAboutJohnson ICA 2018 LETS'URE SERVICES
INDEPENDFNTCONTRACTOR AGREEMENT
I'l]ISA("vREEMf,N'I' isinadethis 4 dayof E)ecember 20 17 Date"),
___ _ . ("Effective
by and between than;C3,TYOFCAPE CANAVERAL,FLORIDA,aFlorid ansemi cipal corporation,whose address
is 105 Polk Avenue,,Cape Canaveral Florida,32920("City"),a,d Steven Carlos Johnson
whose address is 1321 Tamango Dr West Melbourne32904
Florida
("Contractor"),
CI ALSO
WHERE'A ,the City has certain recre,dnal facilities availaMe for use by the public;and
WHEREAS, the Contractor desires to off erAikido/Martial Arts Classes
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("Services")for the benefit of the public using the City's recreational fiicilil,ics;"arid, ...... .
WHEREAS, the City desires to allow the Contractor to offer such Services to the public under the teres" as
and conditions set fbilh in this Agreement,
IN CONSIDERATION ofthe- mutual covenants and provisions hereof' and other good, diverse, amd
valuable considerations,the receipt avid sufficiency all or which is hereby acknowledged,the parties desiring to be
legally bound do hereby agree as fbllows.
ARTICLE I
GENERAL,PROV]SMS
1.1 EnqgfMp d. The City hereby engages the Contractor and die C,ontractor agmes to perforin tile
Services outflned in EXHIBIT "A" for the stated fee arrangement, No prior or present ag eeme,is or
representations shall be binding upon any of the parties,hereto LaMess incorporated in this Agreement,
1.2 Due.RkkkUtLtqt, T'nae-Contractor acknowledges that he/she has conducted an investigation f.-"for to
execution of this Agreement and satisfied hiniself/herseff as to the conditions affecting the Services,the availability
of Inateffids and labor,the cost thereof,the requirements to obtain necessary insurance as set forth herein, and the
steps necessary to complete die Services herein, The (..ontractor warrants unto the City that he/she has the
competence and abilities to carefully and faitfififfly complete the Services set forth herein. 71e Contractor will
perlbrin the Services with due and reasonable difigence consistent with sound professional pra(lices.
J CCN Services. The Contractor warrants unto the City that the Services being pertbryned
pursLmnt to this Agreement do not constitute professional services as defined. by Section 287,055(2)(a), Florida
statutes.
ARTICLE 2
R.EGjSTlkA`T'1ON , S C`OMPENSXT1ON,,,,& PAVMENTTERMS
.LEfj�
................................
2.1 R "istration Fees, Registration fees fbr Services rendered shall be determined by the Contractor.,
2.2
�Ln,j.!tie n,,,Cnti-actor and City agree to divide the registration fi�:cs derived frorn the Smices
provided hereunder as follows:
(a) Contractor shall receive 75 %of the registration fixs derived from the Servims.
1,6surc,Services
Independent Contractor Agra einent
City,of Cape Canaveral
I oO
(b) The G ty shal fl receive 25 %of the registration Ax derived from the Services.
(C) hJo other compensation shaH be due Contractor for the Services provided under this Agreement,
uness specifically agreed to by City in advance and in writing.
23 ment Terms, Contractor s1hall collect all registration fees from participants, Contractor
names of all class participants,arnount of registration fees collected Itom each
agrees to maintain a 1
F.mrficipamt, and the payrnent Ynethod. 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,tcr the City no later than
the 10111 day of the aronth following receipt of the fees by the (..ontraclor, Contractor agrees that if"the required
minirnurn nurriber of participants IN- Services is riot met, (Iontractor is not entitled to any compQnsxtiorl 'Md ally
registration kes paid 1by,such Servi(xs shall be refunded.
ARTK-'LE 3
Gk,',NERAL ONDITIONS OF SERVICES
M Provision of'Services is a I'miyate U rtaki aafp, With regard to any and all Services performed
hereunder, it is specifically understood and ap
,,reed to by and between the parties hereto that the contractual
re,lartionship between the City and the Contractor is such that the Contractor is air indepentitnt contractor and not an
agent ofthe City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an
independent contrac�rtor between the City and the Conti-detor during or after the perfbirnance of the Services under
this Agreenwint,
3.2 Warrawav o)"Senrices. The Contractor hereby warrwits mito the (7ity that he/she has sufficient
experience to pro1wrly complete the Services specified herehi or as irmy be performed pursuant to this Agreement.
The Contractor shall comply with all laws, ordinances, rules, arid regulations in the performwice of the Services.
The Contractor shall pay all taxes,fees, license fees required by law, including but not Jimited to occupational fees
arid wi0wlding taxes,and assume all costs incident,to the Services,excelyt as provided herein.
3,3 (1t w,'�s, Res s, The,CItY shall cooperate with the Contractor pay:
(a) Storing equipment and materials, afier approval of the Leisure Services Director. The
City shall not tw responsible fior any loss or dainage ofequipment and materials stored by
the(.-',4y,
(b) Locking and securing the Recreation Complex, or army other location where Services are
provided,after each class,
(0 AyTarhgijMrg firr access to facilities as necessary to the Contractor fior pro0sion of"the
Services.
(d) Keeping the fficilifics provided in good repalr,and providing cuslodia.1 services to the facilities.
ARTICLE 4
SU BCONTYLACTS, ASS]GNM ENT
4.1 AsUnyLe
A ALav!i
tLS�Lbt-,0!E !ing. Unless otherwise specificaily required by this Ag
,reernent,the
Contractor shall i;;ot`—a,ssign, sublet, or transfer any eights or Services under or interest in (including, but without
firtritatiorts, moneys that rnay becorne due) this Agreement without tire written coonsent of the C'it'y, except to the
extent that,any assigninew,sublet,or transfer is mandated by law or the effiect ofilds liniftation may be restricted by
law. T.Jrfless specificaHy stated to the contrary In any wrote consent to any assignment.,no assignment will release
or discharge the assignor frorn any duty or responsibility under this Agreement, Further, the Contractor shall riot
subcontract any,portion or all of the Services without the written consent of the City. Nothing under this Alp,,eernent
JXiSUM,S(TViCCS
Indepe,ndent Conuactoi Agreemem
Crty of Cape Canaveral
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shall be consirued to give any rights or benefits in this Agreement to anyone other than the City arid the Contractor,
and all duties and responsi bi h ties undertaken purskiwa to this Agrecilnent will be for this,sole and exclusive benefit of"
the CIty and the Contractor and no0 4br the berg ilit of any Other.party.
ARTICLE 5
MISCELLANEOUS PROVISIONS
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5.1 Gnv rni Law- Venue. Thls Agreement shall be governed by the lam of the State of Florida.
Verrue of all disputes shall be properly placxd in Brevard('ounty,Florida. The parties agree that the Agreement Was
consummated in Brevard County, and the site of the Services is Brevitir'd County, If any dispute conc.erning this
Agreement arises under Federal law,the venue will be Orlando,Floridl,
5.2 Noti , All pro ects hereunder,all notices,demands,requests,
.2-11(1191 J , instructions,approvals,and clairns
shall be in writing, AM notices of any type hereunder shall l)e giVell by mail or by hand delivery to an
individjluaj allffiol-iZe(l to r'eCejVe mail R)r the below fisted individuais, all to the following individuals at the
following locations:
TOT111711(TIT:
David L,Greene, City Manager
CO of'Cape Canaveral
105 Polk Avenue
Cape Canavenal,FL. 32920
(321)868-1220 ext 2 1 I (Phone)
(32 1)868-1248(Fax)
TOTHE CONVI RAC,rOR:
Nainie:Steven Carlos Johnson
Address"321 Tttnrango Drive
WestMelbourne, FL 32904
208-792-9787 Sf,Jsoftwro are(�),yah(.)o.(,(.)i"ii
1'elephone: -1-1 1-1- 1 E inail:
Notice shall be deerned to have been given and received on the dale the notice is physically received U'given by
hand delivery, or ifIrotice is given by first class U.S. mal], postage prepald, thein notice shall be deemed to have
been grven upon the date said notice was deposited in the IJ.& Mail addressed in the imannerr set ffirth above. Any
paity hereto by giving notice in the manner set f6rth herein may unilaloraily change the narne of lie 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 rercord, document, computerized
4IIbrmation and program, audicor videc,tape, photograph, or other wr4ing of the Contractor related, directly or
indirectly,to this Agreement,may be deerned to be a Public Record whether,in the possession or.control of the City
or the Contraclor. Said record,doculnent, c(o In P uterized 41fortirration and program,auddo or video tape,photo graph,
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 tire City,dw Contractor shall promptly
suppy copies ofsaid public records to the City, All books,cards,registers,receipts,docurnenis,and other papers irl
connection with this Agreement shall at, any and all reasonable thrres during, the normal working hours of the
Contiactor be open and fre0y exhibited w the City for the purpose of"amarninafion and/or audit.
5.4 AmegjLoL
11.n1dm— _ A,&eeni,epl, Modifications or changes in 11ris Agreement must be in writing arid
executed by the parties bound to this Agreement,
JX,jSUMV
.,Sff)rj
Independent ContractorAgreemem
City of Cape Canaveral
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5.5Severa......bffi , 11'a word, sentence,or parappaph herein&hall be declared illegal, unenforceable, or
..... .......
t�
unconstitutionaL JH,-, said word, sentence, cr parngraph shall be severed frorn this Agretment, and this Agreement
shall be read as if said illegal,,uneirf6recable,or unconstitutional word,%enterme,or paragraph did neat exist,
5A Att
ening. Should any fifigarion arise conctming this Agreerriteirit between the patties
hereto,the parties agree to bear-their own costs and attorney's feces.
57 E.nti e #!
"]['his Agreement represents the entire and integrated Agrcertwnt between the
,M,,AgrtMt
parties aind supersedes all prior negotiations, representations, or Agreements, either, oral or written, and all such
rnatters sharli be deerned merged into this Agreement,
5,8 e. Notwithstanding any other provision set forth in this Agreetrent, noffiting
contained irt this Agreement shall be constrrJJed as a waiver,of the Chy's dght to Sovereugn Immurfity ander Section
76828,Florida Statutes oi,other firnitations hi posed cm the Cilys potential liability under state or federal law, As,
m2ch,Contractor agrees that the City shail not be liable under this Agreenrent for-punitive darnages or interest for the
period before judgment. Further,the City shall riot be liable fbr any claim or judgment, or portion thera)f,to any
one persion lbr amore than two hUridred thousand dollars($200,0(D0.00),or any cWin orJudgment,or portion thereof,
which,when tolaled with all other claims or,Judgments paid by the State or its agencies and subdMsions arising out
of the same incldent or occurrence, excceds flie sum of thine hundred thousand dollars ($300,000XW)� This
paragraph sball survive termination of this Agreement,
ARTICLE 6
PROTECTION 014PERSONS AND PROPERrT'Y,,L4,.,AN(',,F,
6.1 Worker'sJ!g—
Upon the effective date of this Agreerneril, Contractor shall provide
proof ol'worker's compensation insvirrince in the minhnum amount required by law cif required),
6.2 Profi%sionyl Liabifil,tImal General Liabilit%. Upon the ef"Fective date of this
--——-----------.........I—"" M.
Agreement, Contractor shall subirrit proof of professionai liabffl�y/malpracfice and general liability insurance to
cover 0aims lbr professional flability/malpnactice (ffapplicable) and general liability because frfbodily lnjury of
death of any peison or property damage adsing out of this Agreement or any Services provided hercunder,
6.3 Rmguirenients. This paragraph shall be applicable 'to Sections 6.1 arul 6.2. 1 lie insurance
required by this Article shall include the liability and coverage provided herein, or as irequired by law, whichever
requirements afford grealer coverage. All ofthe, policies of finsurance SO R,quired to be purchased and Tnaintaifled
R)r the certificates, (or other evidence thereof) shall contain a provision or endorsement theit the coveragge afforded
will not be cancefe.d, materially changed or renewai refused until at least thirty (30)days'prior written notice has
been given to the C'-Ity and the Contractor by certified rnaH,return receipt requested, All such insurance shall remain
in effect until final payment. Unless agreed to by the Chy to the contrary,the City shad( be narned on the foregoing
insurance policies as "additicsrM insured," exceptfior professional liabi1hy/ittailtractice coverage. The Cntraotor
Shall Canlse its insurance carriers Lo fumish irtsurwrice certificates spe6fving the types and amounts of coverage in
effecl pursuam herclo, the expiriRion dates of such policies, and a statement that no insurance under such poficies
will be canceled: without thirty(30)days'prior wriflen notice to dw('Ity in cornpihmee with other pynvW (,
ons rof thk
Agreement, For all Services performed pursuant to this Agreenrent, the Contractor shall continuously maintain
such insurancv, as rcqulred by Sections 6.1, 6,2, and 6.3. in the event Cmaracfi.w fails to maintain said insurance,
Gty,at its opfiarx�inay elect to terminate this Agreement by written nolice to Contractor,
6.4Indemififlottion and Hold Harmless For all Services performed pursuant to this Agreement,
the Contractur agrecs to 11w fullest extent permitted by Irw, to indemnify and hoki harnfless 1he City and its
employees,officers,and altomeys firom and against all claims, losses,Lfiarnages, personRI injmirs (including but not
Ifinited to death), oi liability (including reasonable attorney's fees), directly or indirectly arising firom the negHgent
Wsure Services
lnds,^penrdent C.'ontracter Aj�,reeirwnf
(`4y of("ape,canaveyal
4 47
acts, errors, Omissions, intentional or otherwise, an-ising out ofor resuffing from Conftaclor's performance ofany
Services provided pursumil to this /kgreennent,
The i side Tim fleation provided above shall obligate dw Contractor to de4brid at his/her own expense or to
provide f6r such defense,at the olytion of the City,as the case Raney be,of any and all cNims of liability and 0,11 suits
and actions of"every narne and description that Ynay be broughl against the Cit.), cat its employees, officers, and
attorneys which mq result froin the Ser�vices under this Agreement whokher the Services be perfollned by t1w
Cnfrac,toy carr. anyone directly or indireedy eniployed by them. In all events the City shall be pennifted, to Choose
Icgal counsel of' its sole choice, the rees for which shall be reasonable and subJect taro and inclu&d with this
indemnification provided herein, This paragraph 6.4 shall survive termination ofthis Agreement,
&5 Stan dard ofCare. In performing its Services hercunder, tire Contractor will use that degree of'
care and skill ordinarily exercised,urider sifffflar circunistances by reputable mermiters of ts proflession practicing in
the same or sirnihar locdity.
ARTICLE 7
TERMINATION OFTHE AGREEMENT
73Terinm1inatio9,v, The C.ity may terminate thisreem
Agent with five(5)days written notice�to
............... k11-C 1—
Contraciror� SjJCfj tenminaflon shall be at City's sole discretion.,
7.2 Termination bN; Contractor. Willi at least, five (5) days written notice to the (.ity, Contractor
...................................--'
may terminate this Agreement ifthe City fa.ils to comply with the terryis and conciftions or chis Agreement,
7.3 Termination by Consent. This Agreement may be terminated by the mutual written consent of
both parties at any tirne,and without penalty,
7.4 t.i anyn Termination. Upon termination ofthis Agreement, the Contractor shafl remit to the City
lits poirtion of any regisTt° 7t—.sn(Wyet rerrihted,Contrad.or shall be entitled to no additional cornpensation. Upon
notice of termination,the Contractor shall cease all Services being provided hereunder.
7.5Waiver. Faflure of the City to insist upon performance within any litne period or upon a.proper
level or quality df)7;xT)Ti�nance shah not act as as waiver ofthe City's right to later claim a failure do perform on the
part of the Contractor
ARTICLE 8
TERM OF AGREEMENT
.1 Term. The term of this Agreement shall conitnerice on the EMctive l3ate of this Agreement and
end on Jk'P1U(1t\1 1, 2,019 unless exlended by mutual wriaen agreement of the parties,
ARTICLE 9
CONFLICTS
9.1 Conflicts. In tfw event:that a conflict wises as to the contents of Exhibit "A"and the Agreerrwnt,
the Agreernent shTH—gov-en-i-.
Isignature Page Follows]
Lc�sure servicei
Indopendeni Coturactor Agreernetit
(`fiy ofCape Canavemal
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IN WITNESS 'llHEkkllh^,p;F,the paartic s hartetaar csar,ycd this Agreement to be executed as of the data, kfasfl
written aa3'#ove,
CITY.
ATTEST.
a •, '
David I,.Gaa earl',City Manager
a
caaut f°4amc �" tR e.fie. � , p" � � ",;a J M:,- L at '
STATE OF Fk.,k:p .fDA .ro.
¢".IOUNTY OF BpREVA1k t:t
The fbreg6ng instt°sattaet'nt w 3s uaa°lkno,wf ciged befi,)r J mttd tliis �� da y of '.0a, a P1' 1'�1b'._ _ by
. t.. _ ._. ak, Who executed 11)c fimegaroing instauanaent and ack.aaowledged befa:rcu;rne that
he/she executed the same fier tire uses and purposes therein expressed mrd who�s kroc;¢°scrnatly kgrocrown taxa arae Or
W 'Nho Thus prra.aaf aac ed &A?a f aJr" r r /<< ars nye tat � t�art,
(NOTARY S.EAL) Notary Public StgttiatPWktI
Typed or,Printed otsar)(Naaxa ca
m
LOO tIFFNER
t _ rsr sa9'pac R p'k k�S8357
t� q Exp'Virtrs March 6,2020
Mkt t ' Pmrlad Thm"Nytaminsausnce600.9 'tfirt9
t.aiexus° Services
➢wnate paean derntt,"srntw tactor A,gr e�eme„rnt
City of"Craps',Canaveral
ral
6 of
EXIMBrr"A"
DESCRIPTION OF SERV ICESTO BE PERFOWKED
c�rppfCof'Servires, The(7ontractor agrees to provlde the fiAlowing Services to the City-
(a) Contractor agrees to c,)ffej, Atiara/Maqi-a I AXIS Classe,s, to lite puiAiu on w'i ongo'Ing
basfs,. Ihe dates,finies and location of such class shall bc specified by the City in coordination with the CntractAw.
(b) Contractor shall be responsible For registration U participants. A copy ofuwh rregistrationn form shall
be provided to the Leisure Services Director, Eacb cims must oxmain as mininium of 12 . parricipants.
(c) Contractor shall provide the Lei sure Services Director wit]k a schedule at least fourleein(1 4)days prior
to the start of the class, Any changes to thoprot-7-am must be submitted )Vjjrjj seven (7) days advance notice� The
I.,eisure Services Director must approve the subrnifted schedule prior to the start of the class,
(d) Contractor shall purehase and provide all equipment and materials nctded to provide Survices,
Contractor shall be responsible Jbi,prep ai ing/setting up prior to each class.
(e) Contraclor s1hall be required to maintain a current class list with contact ffilbryination for em.-h
parti6panl. It shall be the Contractor's responsibilky to properly notify participants of any changes to the Class
Schedule,
(f) Contractor shall insure that all participants sign as release fiNTY1, the specificadons of which must be
approved by City prior to commencerneint of Services, A copy of alp release formg sigined by participants shaH The
f'ot-warded to the I-xisure Services Director%
(g) Contractor shall keep an accurate record of the date, firne and kication of ca class, the nurnbcr of
participants and their names and contact iriRmnation. Such information shall be proykled to the Leisure Services:
Director promptly,upon request.
(h) Contu,aC(Qjr shall be resTmisible alar hiiing addWonal instructors, itnecessary, in order to insure a
reasonable and proper histrurtor/parlicipant raflo,
(i) Cbntractor shall The responsible R)l any Sponsorships obtairwd, Clbntractor shafl f6mard lnfbrmafion as,
on proposed sponsors to the:City Ibr approval prior to agreeing to Sponsorship.
(J) Contractor agirees Io coordinme, with the Leisaire Services Director to ensure classes do not interfeve
with other City events. Coritrador agrees that such events imight impact the provision of Services,
Leisure Services
Independent Contradw Agreement
C£ny of Cape Carra Yeral
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