HomeMy WebLinkAboutDam Good Consulting, LLC Parks and Recreation Instructor Independent Contrator Agreement - Yoga in the Park 2020 12 31 PARKS & RECREATION INSTRUCTOR
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made this --S� day of N-<<_,.,, 020("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 DAM GOOD
CONSULTING, LLC, a Florida Limited Liability Company, whose principal address is 433
Woodcrest Street, Winter Springs, Florida 32708 ("Contractor").
RECITALS:
WHEREAS, City has certain outdoor park facilities available for use by the public; and
WHEREAS, Contractor desires to offer yoga classes ("Services") for the benefit of the
public using the outdoor park facilities available to City; and
WHEREAS, City desires to allow Contractor to offer such Services to the public under
the terms and conditions in this Agreement;
IN CONSIDERATION of the mutual covenants and provisions, and other good, diverse,
and valuable considerations, the receipt and sufficiency all or which is acknowledged, the parties
desiring to be legally bound agree:
ARTICLE 1
GENERAL PROVISIONS
1.1 Engagement. City engages Contractor and Contractor agrees to perform the Services
outlined in EXHIBIT "A" for the stated fee arrangement. No prior or present agreements or
representations shall bind upon any of the parties unless incorporated in this Agreement.
1.2 Due Diligence. Contractor acknowledges that she has investigated prior to execution
of this Agreement and satisfied herself on the conditions affecting the Services,the availability of
materials and labor,the cost,the requirements to obtain and maintain necessary insurance,and the
steps necessary to complete the Services. The Contractor warrants unto City that she has the
competence and abilities to carefully and faithfully complete the Services. The Contractor will
perform the Services with due and reasonable diligence consistent with sound professional
practices.
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1.3 CCNA Services. Contractor warrants unto City that the Services being performed
under this Agreement do not constitute professional services as defined by Section 287.055(2)(a),
Florida Statutes.
ARTICLE 2
REGISTRATION FEES COMPENSATION &PAYMENT TERMS
2.1 Registration Fees. City, at its sole discretion, shall determine the registration fees
for Services rendered.
2.2 Registration Re wrements g' . Contractor shall be responsible for registering
program participants. All participants shall be required to register for Services with the Contractor
using written forms provided by the Contractor. Registrations shall be between the Contractor and
the participant registering for the Services. However,during the Contractor's registration process,
Contractor shall require that all participants execute a City of Winter Springs' Release and Waiver
Agreement("Waiver Form")as a condition of allowing participant to receive any Services offered
by the Contractor at or upon any City facilities or properties. The Waiver Form is attached hereto
as EXHIBIT`B" and is subject to amendment by the City at any time. If the City determines that
a participant is receiving Services at or upon any City facilities or properties under this Agreement
without having executed a Waiver Form, the City shall have the right to prohibit that participant
from receiving Services until such time as the participant submits to the City a fully executed
Waiver Form.
2.3 Com sensation to Contractor. No compensation shall be paid by the City for
Contractor's Services under this Agreement. Contractor's sole compensation for the Services
provided hereunder shall be contingent upon the collection of registration fees for the Services
provided hereunder.
2.4 Com pensation to City. For use of City facilities and property, Contractor agrees
to pay the City a facility use fee in an amount equal to 15% of all registration fees collected by
Contractor for the Services provided under this Agreement.
2.5 Payment Terms. Contractor shall collect all registration fees and shall forward
receipts for such fees to City's Parks and Recreation Program Coordinator within two(2)business
days of collection. On or before the first business day of the each month, Contractor shall pay to
City the facility use fee required by Section 2.4 based on 15% of the registration fees collected
during the prior month. Contractor shall account for all fees collected, including the registrant's
name, Services registered, and payment method, and shall provide a copy of such accounting
records to the City simultaneously with such payment(s)to the City. 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 will be refunded.
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ARTICLE 3
GENERAL CONDITIONS OF SERVICES
3.1 Provision of Services is a Private Undertakin Regarding all Services performed,
it is specifically understood and agreed between the parties that the contractual relationship
between City and Contractor is such that Contractor is an independent contractor and not an agent
or employee of City. Nothing in this Agreement shall be interpreted to establish any relationship,
other than that of an independent contractor, between City and Contractor, during or after
performing the Services.
3.2 Warranty of Services. Contractor warrants unto City that she has sufficient
experience to properly complete the Services specified in this Agreement. Contractor shall comply
with all laws,ordinances and rules in performing the Services. 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 Citey's Res onsibilities. The City shall cooperate with the Contractor by arranging
for access to outdoor park facilities as necessary to Contractor for provision of the Services. If
Central Winds Park or Trotwood Park is not available for any particular day for which Services
are scheduled to occur, whether due to scheduled City events, or as otherwise determined by the
City, the City shall utilize its best efforts to provide an alternative City outdoor park facilities
location for Contractor to provide Services. The City shall utilize its best efforts to give Contractor
seven (7) days' advance notice of any such alternative location arrangements.
ARTICLE 4
SUBCONTRACTS- ASSIGNMENT
4.1 Assignment and Subcontracting. Unless otherwise specifically required by this
Agreement, 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 City, except if 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, Contractor shall subcontract no portion or
all portions of the Services without the written consent of City. Nothing under this Agreement
shall be construed to give any rights or benefits in this Agreement to anyone other than City and
Contractor, and all duties and responsibilities under this Agreement will be for the sole and
exclusive benefit of City and Contractor and not for the benefit of any other party.
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ARTICLE 5
MISCELLANEOUS PROVISIONS
5.1 Governin, Law• Venue. This Contract shall be governed by the law of the 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,notices, demands, requests, instructions, approvals, and claims
shall be in writing. All notices of any type 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:
Shawn Boyle
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, Florida 32708-2799
407-327-1800 (Phone)
407-327-4753 (Fax)
TO THE CONTRACTOR:
Dam Good Consulting, LLC
Attention: Deborah McGee
433 Woodcrest Street
Winter Springs,Florida 32708
615-579-7435 cellular phone
407-327-9596 home phone
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 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. Pursuant to Section 119.0701, Florida Statutes and other applicable
public records laws,Contractor agrees that any records, documents,transactions,writings,papers,
letters, computerized information and programs, maps, books, audio or video tapes, films,
photographs, data processing software, writings or other material(s), regardless of the physical
form, characteristics, or means of transmission, of Contractor related, directly or indirectly,to the
services provided to the City under this Agreement and made or received pursuant to law or
ordinance or in connection with the transaction of official business by the City,may be deemed to
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be a public record,whether in the possession or control of the City or the Contractor. Said records,
documents, transactions,writings, papers, letters, computerized information and programs, maps,
books, audio or video tapes, films, photographs, data processing software, writings or other
material(s),regardless of the physical form,characteristics,or means of transmission of Contractor
are subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without
the specific written approval of the City's designated custodian of public records.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, THE CITY CLERK, AT (407) 327-59559
CITYCLERKDEPARTMENT((i,rWINTERSPRINGSFL.ORG, 1126 EAST
STATE ROAD 434, FLORIDA 32708.
Contractor is required to and agrees to comply with public records laws. Contractor shall keep and
maintain all public records required by the City to perform the services as agreed to herein.
Contractor shall provide the City,upon request from the City Clerk,copies of the requested records
or allow the records to be inspected or copied within a reasonable time at a cost that does not
exceed the cost provided by law. Contractor shall ensure that public records that are exempt or
confidential and exempt from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the Agreement term. Upon completion of the Agreement,
Contractor shall transfer to the City, at no cost, all public records in possession of the Contractor,
provided the transfer is requested in writing by the City Clerk. Upon such transfer, Contractor
shall destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements.However,if the City Clerk does not request that the public records
be transferred, the Contractor shall continue to keep and maintain the public records upon
completion of the Agreement and shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the City,upon request from the City
Clerk, in a format that is compatible with the information technology systems of the City. Should
the City not possess public records relating to this Agreement which are requested to be inspected
or copied by the City or any other person, the City shall immediately notify Contractor of the
request and the Contractor shall then provide such records to the City or allow the records to be
inspected or copied within a reasonable time. If the Contractor does not comply with a public
records request, the City may enforce this Section to the extent permitted by law. Contractor
acknowledges that if the Contractor does not provide the public records to the City within a
reasonable time,the Contractor may be subject to penalties under Section 119.10,Florida Statutes.
The Contractor acknowledges that if a civil action is filed against the Contractor to compel
production of public records relating to this Agreement, the court may assess and award against
Contractor the reasonable costs of enforcement, including reasonable attorney fees. All public
records in connection with this Agreement shall,at any and all reasonable times during the normal
business hours of the Contractor, be open and freely exhibited to the City for the purpose of
examination, audit, or otherwise. Failure by Contractor to grant such public access and comply
with public records laws and/or requests shall be grounds for immediate unilateral cancellation of
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this Agreement by the City upon delivery of a written notice of cancellation. If the Contractor
fails to comply with this Section, and the City must enforce this Section,or the City suffers a third
party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to
Contractor's failure to comply with this Section, the City shall collect from Contractor prevailing
party attorney's fees and costs, and any damages incurred by the City, for enforcing this Section
against Contractor. And, if applicable, the City shall also be entitled to reimbursement of all
attorneys' fees and damages which the City had to pay a third party because of the Contractor's
failure to comply with this Section. The terms and conditions set forth in this Section shall survive
the termination of this Agreement.
5.4 Amendment of Agreement. Modifications or changes in this Agreement must be in
writing and executed by the parties bound to this Agreement.
5.5 Severabilit . If a word, sentence, or paragraph is declared illegal, unenforceable, or
unconstitutional, the word, sentence, or paragraph will be severed from this Contract, and this
Contract will be read as if the 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,the parties agree to bear their own costs and attorney's fees.
5.7 Entire A reement. 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 Soverei gn Immunity. The City intends to avail itself of the benefits of Section 768.28,
Florida Statutes and any other statutes and common law governing sovereign immunity to the
fullest extent possible. Neither this provision nor any other provision of this Agreement shall be
construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida
Statutes, or other limitations imposed on the City's potential liability under state or federal law.
Contractor agrees that City shall not be liable under this Agreement for punitive damages or
interest for the period before judgment. Further,City shall not be liable for any claim or judgment,
or portion thereof,to any one person for over 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
three hundred thousand dollars($300,000.00). Nothing in this Agreement is intended to inure to
the benefit of any third party for the purpose of allowing any claim which would otherwise be
barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall
survive termination of this Agreement.
ARTICLE 6
PROTECTION OF PERSONS AND PROPERTY; INSURANCE
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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 Liabili1x/Mal practice and General Liabilit r. 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. The insurance shall have minimum limits of coverage of
$1,000,000.00 per occurrence.
6.3 This paragraph shall apply to Sections 6.1 and 6.2. The insurance required by this
Article shall include the liability and coverage provided, 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 City and Contractor by
certified mail, return receipt requested. All such insurance shall remain in effect until final
payment. Unless agreed to in writing by City to the contrary, City shall be named on the insurance
policies as "additional insured," except for professional liability/malpractice coverage. Contractor
shall cause its insurance carriers to furnish insurance certificates specifying the types and amounts
of coverage in effect,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 City in compliance
with other provisions of this Agreement. For all Services performed under this Agreement,
Contractor shall continuously maintain such insurance in the amounts,type,and quality as required
by Sections 6.1,6.2,and 6.3. If 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 Hold Harmless. For all Services performed under this
Agreement, Contractor agrees to the fullest extent permitted by law, to indemnify and hold
harmless City and its employees, officers, and attorneys 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
under this Agreement.
The indemnification provided above shall obligate Contractor to defend at her own expense
or to provide for such defense,at the option of City of all claims of liability and all suits and actions
of every name and description that may be brought against City or its employees, officers, and
attorneys which may result from the Services under this Agreement whether the Services are
performed by the Contractor or anyone directly or indirectly employed by her. In all events 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. This paragraph 6.4 shall survive termination
of this Agreement.
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6.5 Supplemental Addendum to Agreement Relating to Infectious Communicable
Diseases. In addition to the Indemnity and Hold Harmless provisions as set forth in Section 6.4,
Contractor further agrees,to the fullest extent permitted by law, to all provisions of the Waiver of
Liability and Hold Harmless Agreement(Infectious Communicable Diseases Including Covid-19)
("Infectious Communicable Disease Waiver") attached hereto as Exhibit "C" a Supplemental
Addendum to the Agreement and which is fully incorporated herein by this reference. Contractor
shall execute the Infectious Communicable Disease Waiver along with this Agreement.
6.6 Standard of Care. In performing her Services,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. City may terminate this Agreement,with or without cause, and
without penalty,with five(5)days written notice to Contractor. Such termination shall be at City's
sole discretion.
7.2 Termination bv Contractor. With at least five (5) days written notice to City,
Contractor may terminate this Agreement if 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, and without penalty.
7.4 Upon Termination. Upon termination of this Agreement, Contractor shall pay City
all sums due and owing to City in accordance with Sections 2.4 and 2.5 of this Agreement through
the termination date. Upon notice of termination, Contractor shall cease all Services being
provided.
7.5 Waiver. Failure of 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 City's right to later claim a failure
to perform by Contractor.
ARTICLE 8
TERM OF AGREEMENT
8.1 Term. The term of this Agreement shall commence on September 1, 2020 and shall
terminate on August 31, 2022, unless extended by mutual written agreement of the parties. The
parties shall have the option to extend the term of this Agreement for three(3) one-year periods.
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ARTICLE 9
CONFLICTS
9.1 Conflicts. If a conflict arises as to the contents of Exhibit "A" and the Agreement,
the Agreement shall govern.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed as
of the date first written above.
CONTRACTOR: CITY:
. p Y 8, � � .
DAM GOOD CONSULTING,LLC, CITY OF WINTER S:1 [dN 9�FL RDA
A Florida Limit, Li,�il � om an "
�bo a e By: .:� �... _ m_..� ____,__
Shawn Boy i-("t,v Manager
Dated: Dated: ' _..
Parks&Recreation Instructor Agreement—Yoga in the Park—Dam Good Consulting,LLC(D.McGee)
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EXHIBIT "A"
DESCRIPTION OF SERVICES TO BE PERFORMED
Scope of Services. Contractor agrees to provide the following Services to City:
(a) Contractor agrees to offer a"yoga in the park" fitness program to the public on an
ongoing basis.
(b) Contractor shall be responsible for registration of participants. A copy of each
registration form shall be provided to the Program Supervisor. Each class must contain a minimum
of four(4)participants.
(c) The Services will take place on the second and fourth Saturdays of the month between
8AM to 9AM. During the months of November through April,the location of the Services will be
at the Central Winds Park, located at 1000 Central Winds Drive,Winter Springs, Florida, 32708.
During the months of May through October,the location of the Services will be at Trotwood Park,
in the Pamela A.Carroll Memorial Pavilion,located at 701 Northern Way,Winter Springs,Florida,
32708. The parties may mutually agree to change the time and days that the Services are to be
performed. Any changes to the program must be submitted with seven (7) days advance notice.
The Program Supervisor must approve any proposed changes to the schedule.
(d) Participants shall provide their own individual equipment and materials, if any. The
City shall not be responsible for any loss or damage of equipment and materials brought to the
City outdoor park facilities for use by Contractor or Participants. Contractor shall be responsible
for all damages to City property caused by any equipment and materials used by Contractor or
Participants.Contractor shall keep the grounds where Services are offered free of litter,trash,paper
and waste at all times. Any litter, trash, paper, waste, equipment and materials resulting from
Contractor or Participants shall be taken with the Contractor when the Contractor leaves.
(e) 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.
(f) Contractor shall be responsible for any sponsorship obtained. Contractor shall forward
information as to proposed sponsors to City for approval prior to agreeing to sponsorship.
(g) Contractor agrees to coordinate with the Parks & Recreation Management to ensure
program does not interfere with other City events. Contractor agrees that such events might affect
the provision of Services.
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tTIT� SA
EXHIBIT "B"—CITY WAIVER FORM
y
CITY OF WINTER SPRINGSM`"'"°°"
Release and Waiver Agreement ~�°°w°
I, . ............ ,knowingly and voluntarily agree to participate in the exercise program,sport or activity known as"yoga
in the park"at the City of Winter Springs("Program"). I acknowledge that the Program is provided by an independent contractor under
contract with the City to instruct and run the Program. The independent contractor is not an employee or agent of the City of Winter
Springs and the City is not responsible for the manner in which the instructor runs the Program.
I acknowledge and understand that this Program involves various levels of fitness activities which will place physical stress on my body,
including but not limited to my muscular and cardiovascular systems. I am aware that it is my responsibility to first consult with my
physician or other health care professional to determine if this Program is right for my needs. I also understand that I am solely
responsible for my safety and that there is a risk that another participant may act in a negligent or intentional manner and contribute to
my injury/death. The City assumes no responsibility for the actions and omissions of any Program participant.
I KNOWINGLY, WILLFULLY, FULLY, EXPRESSLY AND COMPLETELY ASSUME ANY AND ALL RISKS AND
LIABILITY,KNOWN OR UNKNOWN,ASSOCIATED WITH MY PARTICIPATION IN THE PROGRAM,WHETHER OR
NOT SAID RISKS ARE EXPRESSLY OR IMPLIEDLY STATED HEREIN. THE CITY OF WINTER SPRINGS AND ITS
EMPLOYEES, PROGRAM INSTRUCTORS AND AGENTS ("CITY") ARE NOT RESPONSIBLE FOR ANY INJURIES,
INCLUDING DEATH, WHICH MAY OCCUR TO ME BEFORE, DURING, OR AFTER MY PARTICIPATION IN THE
PROGRAM.
I agree to assume the entire risk of accidents, illness (including but not limited to possible exposure to illness from infectious
communicable diseases including, but not limited to MRSA, influenza, and the novel coronavirus (COVID-19)), personal injury,
property damage or death which is suffered by me as a result of participation in the Program,whether or not such damage results from
product liability or negligence or gross negligence(except intentional misconduct)on the part of the City. I understand that the City is
not providing any safety measures of any kind for the Program,and that I am solely responsible for my safety including,but not limited
to,while I participate in the Program.
I(individually and on the behalf of any spouse,children,relative,beneficiary,estate,personal representative,successor,assign,and all
persons or entities which may derive a claim through me), for and in consideration of the opportunity to participate in the Program,
hereby enter into this Release with the City, and agree to the fullest extent permitted by law and without limitation,to indemnify and
hold harmless the City,from and against all claims,losses,damages, personal injuries(including but not limited to death),or liability
(including reasonable attorney's fees),which directly or indirectly arise out of,or result from,my participation in the Program.
I hereby remise,release and forever discharge the City from any all claims,accidents,damages,demands,rights,actions and causes of
action of any kind whatsoever,in law or in equity,resulting from my participation in the Program,which includes and extends to any
and all claims I have or may have against the City with respect to the Program and the conditions,qualifications,instructions,rules or
procedures thereof, and, from any other cause whatsoever relating to the Program or occurring during or after or as a result of the
Program. I further agree to accept full responsibility,financial or otherwise,for any injury that I may cause either to myself or to any
other participants due to my acts or omissions while participating in the Program. It is my intention hereby,fully and finally and forever,
to settle and to release any and all matters,disputes and differences,with respect to those matters described herein.
I further agree that this Release is to be broadly construed,and that if any portion of same is held invalid,that the balance of the Release
shall continue in full legal force and effect. It shall have no legal effect on interpretation of this Release that the City has prepared this
Release. I have read, understand, and voluntarily sign this Release and further agree that no oral representations, statements or
inducements apart from the contents of this Release have been made which in anyway alters,amends,or changes this Release. Florida
law applies to this Release. I certify that I am eighteen years or older.
I have fully read and fully understand the foregoing and in consideration of being allowed to participate in the Program,I fully
agree to the foregoing terms and conditions set forth herein.
Participant's Name(please print) Participant's Signature Date
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EXHIBIT"C"
SUPPLEMENTAL ADDENDUM TO PARKS &RECREATION INSTRUCTOR
INDEPENDENT CONTRACTOR AGREEMENT
WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT
INFECTIOUS COMMUNICABLE DISEASES INCLUDING COVID-19
As a condition of the use of any CITY OF WINTER SPRINGS ("CITY") Facilities and/or Property
(collectively referred to as the "Facilities")and in consideration of being allowed to use the Facilities and
to provide and conduct"yoga in the park" exercise classes ("Activities")thereon of any kind whatsoever,
I,as the Independent Contractor("Contractor")providing such Activities, on behalf of the Contractor,and
any officers, employees, agents, contractors, volunteers, attendees and guests under their supervision and
control or for whom Contractor has the capacity to contract,hereby acknowledge and agree to the following:
1. The Contractor understands that use of the Facilities includes possible exposure to illness from infectious
communicable diseases including, but not limited to MRSA, influenza, and the novel coronavirus
("COVID-19"). Contractor understands the hazards of infectious communicable diseases such as COVID-
19 and is familiar with the Centers for Disease Control and Prevention ("CDC") guidelines regarding
COVID-19. Contractor acknowledges and understands in particular that the circumstances regarding
COVID-19 are changing from day to day and that,accordingly,the CDC guidelines are regularly modified
and updated,and Contractor accepts full responsibility for familiarizing itself with the most recent updates
about COVID-19 and any other infectious communicable disease. Contractor further recognizes and
assumes the risk that while the City has implemented sanitation procedures for its Facilities, infectious
communicable diseases and COVID-19 in particular may remain on surfaces for days,sanitation procedures
do not guarantee in anyway such disease is not present, and other individuals present within or upon the
Facilities may be COVID+ or infected with some other infectious communicable disease and Contractor
accepts the inherent risks associated therewith by entering the Facilities or engaging in the Activities.
2. Notwithstanding the risks associated with infectious communicable diseases, including but not limited to
those specifically set forth herein,which Contractor readily acknowledges,it hereby willingly chose to be
in or on the Facilities and conduct or participate in Activities. Contractor shall also provide its officers,
employees, agents, contractors, volunteers, attendees, and guests such health advisories it deems
appropriate to maintain safety, in its sole responsibility and discretion,regarding communicable diseases
and COVID-19 related to participating in the Activities at the Facilities, and Contractor shall further take
such health and safety precautions that Contractor deems appropriate, in its sole responsibility and
discretion, to ensure the health and safety of itself, and its officers, employees, agents, contractors,
volunteers,attendees,and guests who will be present at the Facilities and participate in the Activities.
3. Contractor acknowledges and fully assumes the risk of illness or death related to all kinds of infectious
communicable diseases including, but not limited to, COVID-19 arising from Contractor conducting the
Activities at the Facilities and hereby RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO
SUE(on behalf of itself,and any officers,employees,agents,contractors,volunteers,attendees,and guests
under their supervision and control or for whom Contractor has the capacity to contract to the extent legally
possible,on behalf of any others with whom Contractor may come into contact and allege that they became
ill or contracted any infectious communicable disease including, but not limited to, COVID-19 due to
Contractor's and any of its officer's,employee's,agent's,contractor's,volunteer's,and guest's presence in
or on the Facilities and/or participation in the Activities),the CITY and the City's elected officials,officers,
Parks&Recreation Instructor Agreement—Yoga in the Park—Dam Good Consulting,LLC(D.McGee)
City of Winter Springs
Contractor /City
Page 12 of 13
attorneys, directors, employees, professional staff, agents and assigns (the "RELEASEES") from any
liability related to any and all infectious communicable diseases including,but not limited to COVID-19
which might occur as a result of Contractor conducting the Activities at the Facilities.
4. Contractor shall hold harmless the RELEASEES from and against any and all claims, demands, suits,
judgments,losses or expenses of any nature whatsoever(including,without limitation,attorneys'fees,costs
and disbursements, whether of in-house or outside counsel and whether or not an action is brought, on -
appeal or otherwise),arising from or out of,or relating to,directly or indirectly,the infection of any and all
communicable diseases including, but not limited to, COVID-19 or any other illness, property damage,
injury or death alleged to have occurred on or in the Facilities or arising out of the Activities.
5. It is Contractor's express intent that this Waiver and Hold Harmless Agreement shall bind any assigns and
representatives,and shall be deemed as a RELEASE,WAIVER,DISCHARGE,AND COVENANT NOT
TO SUE the above-named RELEASEES. This Agreement and the provisions contained herein shall be
construed,interpreted and controlled according to the laws of the State of Florida and Venue related to any
legal action related to the subject matter contained in this Agreement shall be Seminole County, Florida.
CONTRACTOR HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY
TRIAL OF ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT. CONTRACTOR
ACKNOWLEDGES THAT THIS WAIVER WAS EXPRESSLY NEGOTIATED AND IS A MATERIAL
INDUCEMENT TO THE AUTHORIZATION GRANTED BY CITY TO BE ON OR IN THE
FACILITIES AND PARTICIPATE IN THE ACTIVITIES.
IN SIGNING THIS AGREEMENT. CONTRACTOR ACKNOWLEDGES AND REPRESENTS THAT
Contractor has read the foregoing Waiver of Liability and Hold Harmless Agreement, understands it and
signed it voluntarily as Contractor's own free act and deed; no oral representations, statements, or
inducements, apart from the foregoing written agreement, have been made; the undersigned is at least
eighteen(18)years of age and fully competent and authorized to contractually bind the Contractor;and the
undersigned executes this Agreement for full,adequate and complete consideration fully intending to bind
the Contractor to the terms and conditions of this Agreement.Contractor further represents this waiver and
hold harmless is not in lieu of, but rather in addition to, any other waiver, hold harmless, release or
indemnification set forth in the City of Winter Springs,Florida PARKS&RECREATION INSTRUCTOR
INDEPENDENT CONTRACTOR AGREEMENT and the CITY's adopted Rules, Policies & Rates for
Usage for All CITY Facilities. This Agreement is hereby incorporated into and made a part of the PARKS
& RECREATION INSTRUCTOR INDEPENDENT CONTRACTOR AGREEMENT if executed in
conjunction herewith.
IN ITNESS HE F, I have signed this Waiver and Agreement on this day of
,2020.
NAME OF/ORGAfi iZ' T"IN/C 1�,kV,"t D. ,Nl GOOD CONSULTING,LLC
._
SIGNATURE: . ° ................ ......r ...
NAME/TITLE:Deborah McGee,MGRM
Parks&Recreation Instructor Agreement—Yoga in the Park—Dam Good Consulting,LLC(D.McGee)
City of Winter Springs
Cont,acto ity
Page 13 of 13
ACC>RE) CERTIFICATE OF LIABILITY INSURANCE DATE IMMIDUN—M)
16.1 04/20/2020
.............. 0, INFEMMATRM-
1 15 1 zi UF
Insurance Plus 866-756-4026 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Willis of New York, Inc., Brookfield Place ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
200 Liberty Street,6th Floor
New York, NY 10281 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER&.�R Specialty Insurance Company 10717
Deborah McGee Report all claims to Insurance Plus Programvia e-mail at
433 Woodcrest St ProfessionalLiabilityCl6ims@aspen-insurance.com
Winter Springs, FL 32708 Ins.#73070 �I_NWRER
COVERAGES
HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTAN DING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
unk'ADDI, .....................................i F --t- `WE_j,�65�Y FVE6T 1POLWEXPIRATION LIMITS
,
LIS_ POLICYNUMBER pgyp�j VL............
GENERAL LIABILITY EACH OCCURRENCE S 2,000,000
_DAMAGE'rO RENTED—
X COMMERCIAL GENERAL UABILrrY 04120/2020 04/20/2022 PREMISES(Ea occuffe.) $100,000
E it CLAIMS MADE OCCUR #LRAFVTX19AOM
MED EXP(Any one pemon) 15NIA
A PERSONAL&ADV INJURY I$2,000,000
x -GENERAL AGGREGATE Is 3,000,000
GENT AGGREGATE LIMIT APPLIES PER: PROI-COMPII AGG. S 2,000,000
X_l �_�PRO- I—
I POLICyl, II
BUS.PERS.PROP.AGG I DED $1.000/$250
AUTOMOBILE LIABILITY COMBINED SINGLE LINT $
(Ea accIdent)
ANY AUTO
ALL OWNED AUTOS BODILY INJURY
persm
SCHEDULED AUTOS (Per ) $
HIRED AUTOS BODILY INJURY $
NON-OWNED AUTOS (Per accident)
PROPERTY DAMAGE
$
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.11, nt)(per,
....................................................................................... ----------------------------...........-............................. -1-.....................
GEL OTHER THAN IABILITY AUTO ONLY-EA ACCIDENT $
ANY AUTO EA ACC $
AUTO ONLY: AGG I$
....... ...
g�CESS I UMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR CLAIMS MADE AGGREGATE 1$
1 $
DEDUCTIBLE is
RETENTION $ 1$
......................... ......—--— ---------
O OM
VIC STATU LOT"-
AND EMPLOYERS'LIABILITY YIN i-TORY-LIMITS 1 ERi
ANY PROPFUETORIPARTNIERIEXECUTIVE rj ! E.L.EACH ACCIDENT !$
OFFICERIMEMBER EXCLUDED? r__ -____ i
(Mandatory In NH) E.L.DISEASE-FA EMPLOYEE$
If M.dncdbe under E.L.DISEASE-POLICY LIMIT 1 S
A 1 R Professional Liability
i #LRA
OTHEFVTX19AOM 04/2012020 04120/2022 aggregateI
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES)EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Holder named below is listed as an Additional Insured for the General Liability policy.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
City of Winter Springs DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN
1126 E State Rd 434 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL
Winter Springs, FL 32708 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
REPRMF?�IIYES._AUTHORIZED REPRESENTATIVE - . .........
ACORD 25(2009101) 0 1968-2009 ACORD CORPORATION. All rights reserved.
INS025 poogol) The ACORD name and logo are registered marks of ACORD
Effective: 10/1/2020 Expiration: 9/30/2021
CITY OF WINTER SPRINGS
BUSINESS TAX RECEIPT
Business ID: 10158
HOME BASED NON-REGULATED
DAM GOOD CONSULTING LLC
433 WOOD'CREST ST
DESCRIPTION OF,BUSINESS ACTIVITIES
SALES
1126 East State Road 434 -Winter Springs, FL 32708 - (407)327-1800
BUSINESS TAX RECEIPT INCLUDES WINTER SPRINGS 8�SEMINOLE COUNTY TAX
----------------------------------------------------------------------------------------------------
PLEASE CUT ALONG THE DOTTED LINE TO DISPLAY RECEIPT IN BUSINESS
Post the above Receipt in a Conspicuous Location within our Place of Business
Total Amount Paid: $55.00
Note: Total Amount Paid includes the$25 Seminole County Business Tax -
City Manag r
,'tea
DAM GOOD CONSULTING LLC 1126 East State Road 434
433 WOODCREST ST. Winter Springs, FL 32708
WINTER SPRINGS, FL 32708 "�`� r� Phone:(407)327-1800