HomeMy WebLinkAboutPawfection Dog Training, LLC - 2011 08 31 PARKS & RECREATION INSTRUCTOR
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made this TM day of September, 2011 ("Effective Date "), by and between the CITY
OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, whose address is 1126 East State Road 434,
Winter Springs, Florida ( "City"), and Pawfection Dog Training LLC, a Florida Limited Liability Company, whose
principal address is 1008 Jackson Creek Court, #125, Oviedo, Florida 32765 ( "Contractor").
RECITALS:
WHEREAS, the City has certain recreational facilities available for use by the public; and
WHEREAS, the Contractor desires to offer dog training services ( "Services ") for the benefit of the public using
the recreational facilities available to the City; and
WHEREAS, 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
GENERAL PROVISIONS
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 Diliaeaee. The Contractor acknowledges that he/she has investigated prior to execution of this
Agreement and satisfied himself/herself as to the conditions affecting the Services, the availability ofmaterials 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 Servlas. 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(2Xa), Florida Statutes.
ARTICLE 2
REGISTRATION FEES. COMPENSATION. & PAYMENT TERMS
2.1 Registration Fees. Registration fees for Services rendered shall be determined by City at its sole
discretion.
2.2 Comaenaalion. Contractor and City agree to divide the registration fees derived from the Services
provided hereunder as follows:
(a) Contractor shall receive 80% of the registration fees derived from the Services.
(b) The City shall receive 20% 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. All registration fees shall be collected by Contractor and shall be forwarded to the
City's Parks and Recreation Supervisor within two (2) business days of collection. Contractor agrees to account for any
and all fees collected, including the registrant's name and payment method. Registration fees paid by check shall be
made payable to the City of Winter Springs. City shall pay to Contractor 80% of the registration fees at the conclusion
of the Services, or on a monthly basis, whichever occurs first. 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.
ARTICLE 3
GENERAL CONDITIONS OF SERVICES
3.1 Prov_ iaioe of Services is a Private Uadertlikin. 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, on one hand, 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 City's Resnonslbiltka. The City shall cooperate with the Contractor by:
(a) Storing equipment and materials, after approval of Parlcs and Recreation Program Supervisor.
The City shall not be responsible for any loss or damage of equipment and materials stored
by the City.
(b) Locking up the Recreation Center or alternative location after each class/camp.
(c) Arranging for access to facilities as necessary to the Contractor for provision ofthe Services.
(d) Keeping the facilities provided in good repair, and providing custodial services to the facilities.
ARTICLE 4
SUBCONTRACTS: ASSIGNMENT
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, 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.
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ARTICLE 5
MISCELLANEOUS PROVISIONS
5.1 Governing Law: Venue. This Contract shall be governed by the law ofthe State of Florida Venue of all
disputes shall be properly placed in Seminole County, Florida The parties agree that the Agreement was consummated
in Seminole County, and the site of the Services is Seminole County. If any dispute concerning this Contract 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:
TO THE CITY:
Kevin L. Smith
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708 -2799
407- 327 -1800 (Phone)
407 - 327 -4753 (Fax)
TO THE CONTRACTOR:
Darryl & Pennie Payne
1126 Greenstone Boulevard, #206
Lake Mary, FL 32746
Telephone:407 -435 -2210
Notice shall be deemed to have been 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 . It is hereby specifically agreed that any record, doctmnent, 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 Stabiles, 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 Aareement. Modifications or changes in this Agreement must be in writing and executed
by the parties bound to this Agreement.
5.5 Sevemrability. 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 Contract, and this Contract 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.
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5.7 Enure 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.
5.8 Sovereign Immaaity. 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 768.28, 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 one hundred
thousand dollars ($100, 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 occwTehce, exceeds the
sum of two hundred thousand dollars (8200,000.00).
ARTICLE 6
PROTECTION OF PERSONS AND PROPERTY: INSURANCE
6.1 Worker's Coaausasadoa. 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 Liabilitv/Mainractice 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. The insurance shall have minimum
limits of coverage of $1,000,000.00 per occurrence.
6.3 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 (30) 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 in the amounts, type, and quality 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 jndemniflcation and Hold 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.
The indemnification provided above shall obligate the Contractor to defend at his 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
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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.
ARTICLE 7
TERMINATION OF THE CONTRACT
7.1 Termination by City. The City may terminate this Agreement without penalty 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 Terminatlon by Coaseat. This agreement may be terminated by the mutual written consent of both parties
at any time, and without penalty.
7.4 Unon Tenainatlou. Upon termination of this Agreement, the City shall pay the Contractor, as full payment
for all Services performed and all expenses incurred, sums due and owing to the Contractor for payment of all Services
completed to the City's satisfaction through the termination date. 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.
ARTICLE 8
TERM OF AGREEMENT
8.1 Dm. The tens of this Agreement shall commence on the Effective Date of this Agreement and terminate
on December 31, 2013 unless extended by mutual written agreement of the parties.
ARTICLE 9
CONFLICTS
9.1 Conflicts. In the event that a conflict arises as to the contents of lajell "A," and the Agreement, the
Agreement shall govern.
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IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed as of the date first written
above.
CONTRACTOI�' %...„--.., CITY:
PAWFECTION DOG TRAINING LLC CITY OF WINTER SPRINGS, FLOR'RRA_. , _
B- g
Darryl Payne, Managing Member . S City *Eager - -
s r:
Dated: -(1c 70- 9.Q-A Dated: S''31 / i , J
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STATE OF FLORIDA
COUNTY OF SEMINOLE /� '
foregoing i was acknowledged before me this day of SAY/ -/1., 2011 by
, who executed the foregoing instrument and acknowledged before me that
he/she ex ed the sai a for the uses and purposes expressed and who is personally known to me or
who has produ� identification and who did not take an oath.
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6 0+ Mriagblic Florida : Public Signature Alir
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< My Commission DD768883
'or A , Expires 03/18/2012 yped or Printed Notary Name
STATE OF FLORIDA .
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me this 3( day of A . t J.1 2011, by KEVIN L.
SMITH, City Manager of Winter Springs, Florida, who is personally known to me. 4
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1,‘ a ■ : _.: , N ■ tary Public Signature
1Y '' y� , DANIELLE M. HARKER
,, MY COMMISS M EE 062246 T or Printed Name
N E XPIRES ; Apri 15, 2015 Typed Notary
�A' . Bonded Thni N o ta ry Pu Underveders
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EXHIBIT "A"
DESCRIPTION OF SERVICES TO BE PERFORMED
Scone of Servlces. The Contractor agrees to provide the following Services to the City:
(a) Contractor agrees to offer dog training programs to the public on an ongoing basis. The dates, times and
location of such class/camp shall 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 Program Supervisor. Each class/camp must contain a minimum of participants.
(c) Contractor shall provide the Program Supervisor with a schedule at least fourteen (14) days prim to the start
of the Camps. Any changes to the program must be submitted with seven (7) days advance notice. The Program
Supervisor must approve the submitted schedule prior to the start of the class/camp.
(d) Contractor shall provide all equipment and materials needed to provide Services. Contractor shall be
responsible for preparing /setting up prior to each class/camp.
(e) 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
Program Director.
(f) Contractor shall keep an accurate record of the date, time and location of each class, the number of
participants and their names. Such information shall be provided to the Program Supervisor promptly upon request.
(g) Contractor shall be responsible for hiring additional instructors, if necessary, in order to insure a reasonable
and proper instructor /participant ratio.
(h) 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.
(i) Contractor agrees to coordinate with the Program Supervisor to ensure program does not interfere with other
City events. Contractor agrees that such events might impact the provision of Services.
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