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HomeMy WebLinkAboutC3Fit, LLC "Youth Fitness" - Parks and Rec Instructor Independent Contractor Agreement 2024 12 27PARKS & RECREATION INSTRUCTOR INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made this Q4 day of �� , 2024 ("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 32708 ("City"), and C3FIT, LLC, a Florida Limited Liability Company, whose principal address is 3500 Aloma Avenue, Suite D9, Winter Park, Florida 32708 ("Contractor"). RECITALS: WHEREAS, City has certain outdoor park. facilities available for use by the public; and WHEREAS, Contractor desires to offer "C3FIT youth fitness" exercise classes ("Services") for the benefit of the public using the City's 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: 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. I.2 Due Diligence. Contractor acknowledges that Contractor 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 Contractor 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. Contracto -�'ity Parks &Recreation Instructor Agreement City of Winter Springs Page 1 of 14 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. 2.1 Registration Fees. Contractor acknowledges that the City requires Contractors who are performing parks and recreation program services to charge fees that are reasonable in order to encourage participants to register and frequently participate in the park and recreational program services being offered by Contractor at City owned facilities. In furtherance of this objective, Contractor shall propose registration fees to the City in writing. Upon receipt of the proposed registration fees, the City will consult with the Contractor regarding the proposed fees. Registration fees shall be subject to the City's final approval and such approval shall be at the City's sole discretion. All participants shall be required to pay the registration fee approved by the City. 2.2 Registration requirements. 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' Waiver and Indemnification Form ("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 Compensation 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 Compensation 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 Contracto '1 `/City w Parks & Recreation Instructor Agreement City of Winter Springs Page 2 of 14 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. ARTICLE 3 GENERAL CONDITIONS OF SERVICES 3.1 Provision of Services is a Private Undertaking. 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. Contractor shall be solely responsible for providing the Services authorized pursuant to this Agreement. If the Contractor fails to provide the Services and fully honor participant registrations, the City will not be responsible for providing the Services or hiring a third party to provide the Services. 3.2 Warranty of Services. Contractor wart•ants unto City that Contractor 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 Ciity's Responsibilities. The City shall cooperate with the Contractor by arranging foI access to outdoor park faces as necessary to Contractor for provision %J the Services if Trotwood Park is not available. If 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. 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 Contractor J /city 44; Parks & Recreation Instructor Agreement City of Winter Springs Page 3 of 14 written consent to any assignment, no assignment will release or discharge the assignor from any July 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. D•� 5.1 Governing 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: Brian Dunigan Interim City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708-2799 407-327A 800 (Phone) 407-3274753 (Fax) TO THE CONTRACTOR: C3FIT, LLC c/o Amy Cheek 3500 Aloma Avenue, Suite D9 Winter Park, Florida 32708 407-310-3902 (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 Contractor' �° /City Parks &Recreation Insriuctor Agreement City of Winter Springs Page 4 of 14 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 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. kPPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING O THIS AGREEMENT, CONTACT THE CUSTODIAN RECORDS, ,0 32759559 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 Co tractor acknowledges that if a civil action is filed against the Contractor to compel ContractorCity Parks & Recreation Instructor Agreement City of Winter Springs Page 5 of 14 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 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 Severability. 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 Att®rney's Fees. Should any litigation arise concerning this Agreement between the parties, the parties agree to bear their own costs and attorneys fees. 5.7 Entire 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.R Sovereign 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 Contract � �/City Je7 Parks &Recreation Inshvetor Agreement City of Winter Springs Page 6 of 14 barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. ARTICLI' 6 PROTECTION OF PERSONS AND PROPERTY; INSURANCE 6.I 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 Liability/Malpractice 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. 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 no*.ice has been given to City and Contractor by certified mail, return receipt requested. All such insurance shall remain in effect until final )ayment. Unless agreed to 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 Ilold 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. Contract ` /City'-'i'� Parks &Recreation Inshuctor Agreement City of Winter Springs Page 7 of 14 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. 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. 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 Citys sole discretion. 7.2 Termination b�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 b� 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 of this Agreement through the termination date. Upon notice of termination, Contractor shall cease all Services being provided unless otherwise agreed to by the City in writing. ContractoA-u /City_° Parks &Recreation Instructor Agreement City of Winter Springs Page 8 of 14 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. 8.1 Term. The term of this Agreement shall commence on November 18, 2024 and shall terminate on August 31, 2025, 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. 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: C3FIT, LLC a By: Amy Chee , anager Dated: Contractor/City CITY: By: Brian Dunigan, Interim City 1Vlanager Dated: C� lr-'� 4 :) ^ y Parks &Recreation Instructor Agreement City of Winter Springs Page 9 of 14 Scope of Services. Contractor agrees to provide the following Services to City: (a) Contractor agrees to offer a "C3FIT youth finless" exercise classes 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. Contractor shall ensure that each participant shall execute an unaltered Waiver Form, or shall not be eligible for, and shall not participate in, the Services provided by the Contractor. Contractor shall provide such Waiver Form to the Program Supervisor within five (5) days of execution thereof. (c) The Services will take place at the Trotwood Park, located at 70l Northern Way, Winter Springs, FL, 32708, on Tuesdays and Thursdays between 4:30PM to 5:30PM, and on Wednesdays between 4:OOPM — 5:OOPM and 5:OOPM — 6:OOPM. 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) Contractor may provide to Participants, for use during the Services only and which remain the property of the Contractor, equipment such as dumbbells, kettlebells, slam balls, flat bands, cones, agility ladders and similar fitness equipment. Contractor shall ensure that all dumbbells, kettlebells, slam balls and agility ladders are placed upon a foam mat, yoga mat, or similar material when used upon any and all concrete surfaces, whether outside generally or under a pavilion. Participants shall provide their own additional individual equipment and materials, if any. Contractor shall be responsible for all damages to City property caused by any equipment and materials used by Contractor or Participants. The City shall not be responsible for any loss or damage of equipment and materials brought to the City outdoor park facilities, or, any locations alternatively offered by the City for use by Contractor or Participants. Contractor shall keep the grounds and facilities 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. (h) Contractor shall be responsible for hiring additional instructors, if necessary, in order to provide the Services. All additional instructors shall either be covered by Contractor's required insurance or must maintain the same insurance types and amounts as provided for in Article 6 of the Agreement. Contractor must provide to the City proof of insurance for any additional instructors prior to such additional instructors providing Services in accordance with this Agreement. Contracto City /? Parks & Recrear; on Instructor Agreement City of Winter Springs Page 10 of 14 EXHIBIT "B" — CITY WAIVER FORM c'- CITY OF WINTER SPRINGS L Release and Waiver Agreement I, knowingly and voluntarily agree to participate in Lite C3FI1 Youth Fitness exercise classes 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 is based on a fitness program commonly called "C3FIT Youth Fitness," which generally provides equipment such as dumbbells, kettlebells, slam balls, flat bands, cones, agility ladders and similar fitness equipment with exercise activities which are strenuous, including but not limited to: cardiovascular conditioning, training and drills; weight exercises; stretching; muscle strength and endurance training; running and, other various fitness activities. I am aware that C3FIT Youth Fitness will involve up to 60 minutes of physical activity which will place stress on my muscular and cardiovascular systems. I am aware that before engaging in any strenuous exercise program such as C3FIT Youth Fitness, that it is my responsibility to consult with my physician or other health care professional to detennine if this Program is right for my needs, and, to address any exercises or otherwise which should be avoided, as is relevant. I understand that I should not rely on the City of Winter Springs or any of its employees, Program instructors or agents as a substitute or replacement for professional medical advice, diagnosis, or treatment. AGREEING , LET r MINOR CHILD ENGAGE IN A POTENTIALLY DANGEROUS ACTIVITY. ARE WEN OFFICERS, ITS `DIRECTORS, EMPLOYEES, AGENTS, PROGRAM INSTRUCTORS, •r ATTORNEYS, O AFFILIATED ORGANIZATIONS AND SPONSORS) (HEREAFTER, COLLECTIVELY REFERRED by 0 •I All AA111• • CANNOTAVOIDED • ELIMINATED. BY • r YOU ARE GIVING UP • •CHILD'SRIGHT ♦ ,.YOURRIGHT TO RECOVER r • `THE CITY IN A LAWSUITFOR PERSONAL r DEATH,O • rCHILD OR ANY PROPERTY DAMAGE THAT RESULTS FROM THE RISKS THAT ARE A NATURAL PART OF THE ACTIVITY. YOU HAVE THE Contract o 'iCity / Parks &Recreation Instructor Agreement City of Winter Springs Page 11 of 14 RIGAT TOREFU E TO SIGN THIS FORM, ANDTHE CITY HA RIGHT TO REFUSE TO LET YOUR CHILD PARTICIPATE IF YOU DO THE I expressly 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 (CCVID-19)), personal injury, property damage or death which is suffered by me or my child(ren) 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, and my minor child(ren)'s, safety including, but not limited to, when I am participating in the Program. Further, there is a risk that my own minor child or another participant in the activity may act in a negligent or intentional manner and contribute to the injury or death of my minor child or other persons. The City assumes no responsibility for the actions and omissions of any participant 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 arises out of, or results 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 and/or my child(ren) may cause either to ourselves or to any other participants due to my/our 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, known or unknown, suspected or unsuspected, that do now exist, may exist or heretofore have existed 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. ANY INJURIES OR DEATH WHICH MAY OCCUR TO ME OR MY CHILD BEFORE,DURING, OR AFTER MY PARTICIPATION INPROGRAM. 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) I am the nan�ral guardian of upon his or her behalf. Natural Guardian Name (please print) Contracto ity '/�,/ Participant's Signature a minor, and I am authorized to and hereby execute this agreement Natural guardian's Signature Date Parks &Recreation Instructor Agreement City of Winter Springs Page 12 of 14 INDEPENDENTEXAIBIT UPPLEMENTAL ADDENDUM TO PARKS & RECREATION INSTRUCTOR CONTRACTOR WAIVER OF LIABILITY AND , INFECTIOUS/ • i t 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 "C3FIT Youth Fitness" 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 COVIDA 9 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 Contractor City Parks & Recreation Instructor Agreement City of Winter Springs Page 13 of 14 the Facilities and/or participation in the Activities), the CITY and the City's elected officials, officers, 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, COVID49 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 WITNESS WHEREOF, I have signed this Waiver and Agreement on this JL day of 0 C17M2024. NAME OF /ORGA ATION/CONTRACTOR: C3FIT, LLC A SIGNATURE: NAME/TITLE: Amy Cheek, Manager Contracto /City � j Parks &Recreation Instructor Agreement City of Winter Springs Yage 14 of 14