HomeMy WebLinkAboutSafier, Anthony-Instructor Independent Contractor Agreement - 2009 08 11PARKS & RECREATION INSTRUCTOR
INDF,PENDENT CONTRACTOR AGREEMENT
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mur,C AGR>~ ~;V*>G;N-r ~s ma.de this ~ ~, clay ofctc~!ro, 2009 ~"~'r~fective mate"), by and be?weer the ri'-'Y n~
WINTER SPRINGS, FLORIDA, a Florida municipal corporation, whose address is 1 126 East State Road 434, Winter
Springs, Florida ("City"), and. ANTE?4N~' SAFrFR, whose address is 687 Tuscora Thrive, Winter So_ rings, ~orida
("Contractor").
RECITALS:
W~~:?~FAS, the City has certain recreations' rac~'~~~e~s availahre for use by the nub'ic; and
WHEREAS, the Contractor desires to offer tournaments ("Services") in Nitro Speed & Agility Camps
("Came") for the henefit of the public using the recreational facilities available to the City; and
WHEREAS, the City desires k) allow the Contractor to ofl'er such Services to the public under the terms and
conditions set forth in this Agreement.
'.'~' 4:4NS"ah'~A'!!''ON of the mutua~ covenants and provisions hereof, and other good, diverse, and va'uable
COr1SidCraripnS, t~~e receipt a?ld SU~ficienCV a.'r OI' Which 'S hereby aC~<nOWledged, Che part'eS dCS'rin~ t0 bC re~a.rrV bO~~nd
do hereby agree as follows:
AR':'.CT.E'
GENERAL PROVISIONS
?..?. '~n~a~ement. The City hereby engages the Contractor and the Contractor agrees to perform the Services
outlined in EX~;iK~ ~~ _.~., for the slated fee arrangement. ~o prior or present agreements or representations shad be
bipding upon any of the parties hereto unless i.ncornoraled in this Agreement.
1.2 Due Diligence. The Contractor acknowledges that he/she has investigated prior to execution of this
Agreement and satisf;ed hi mse!f/herself as to the conditions affecting the Services, the avai!abi~ity of materials 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
d~'~sence co»s'stenr w.rh so~~.n.d. n~ofess~ena' rn~a,cticee.
':~ CCNA Cew~ces. 'fhe Contractor warrants unto the City that the Rervices tieing performed pursu.a_n± to
this Agreement do not constitute professional services as detined by Section 287.055(2)(a), Florida Stnr`utes.
ARTICLF, 2
REGISTRATION FEES, COMPENSATION, & PAYMENT TERMS
?,.'_ '?eggs*.ra±"o*r'FQes. aegistra±ion fees for Services rendered sha" be determined. by City at its so'e
discretion.
2.2 Compensation. Contractor and City agree to divide the registration fees derived from the Services
provided hereunder as fo"ows:
(a) Contractor shall receive 80°h of the registration tees derived from the Services.
fb~ The City steal' receive 20% of the registration fees derived from the Cervices.
Parks & Recreation Instructor
Independent Contractor Agreement
City of Winter Springs
1 of 7
Form I.0 07/2009
(c) N'o other compensation shall be due Contractor for the Services provided under this Agreement,
un'ess specifically agreed to by City in advance and in writing.
2.3 Payment Terms. All registration tees shall be collected by Conn-actor 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 he
made payable to the City of Winter Springs. City shall pay to Contractor 80% of the registration fees at the conclusion
of the Camp, or on a monthly basis, whichever occurs first. Contractor agrees that if the required minimum number of
par*.icipants for each Camp is not met, Contractor is not entit'ed to any compensation and ar~y registration fees paid for
such Camp shall be refunded.
ARTICLE 3
GENERAL CONDITIONS OF SERVICES
3.1 Provision of Services is a Private Undertaking. 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 snai~ be interpreted to estab~is'1 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 maybe 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 tees 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 Responsibilities. The City shall cooperate with the Contractor by:
(a) Storing equipment and materials, after approval of Parks and Recreation Program Supervisor.
The City shall not be responsible for any loss or damage of equipment and materials stored
by ,he (~'irv,
(b) Locking up the Recreation Center or alternative location after each class.
(c) Arranging for access to faci~ities as necessary to the Contractor for provision of the Services.
(d) !Ceeping the faci:ities provided in good repair, and providing custodial services to t!~e facilities.
AR'-'><CLE a
SUBCONTRACTS; ASSIGNMENT
41 Assignment and Subcontracting. Unless otherwise specifically required by this Agreement, the
Contractor shz" ~~o~. ?ss Vin, s~~b'e', o~ tra.^s+'e~~ any rights or Services under or interest in (including, but without
!imitations, moneys ±hat may become due) this Agreement without the written consent of the City, except to the extent
that any assignment, sub'et, or transfer is mandated by'aw or the effect of this 'imitation 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
suhcontract any portion or a~~ of the Services without the written consent of the City. Nothing under This Agreement sha"
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.
A!R'I'-CLE 5
Parks ~ 2ccreador 1^s+.ructor
Independent Contractor Agreement
City of Winter Springs
2of7
Form I.0 07/?009
MISCELLANEOUS PROVISIONS
~' Oovern~*~~ T,aw; Venv.e. This Contract shad be governed. by the yaw of the Sta±e of F~orida. Venue of a"
disputes steal] be properly o!aced 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:
l{evin L. Smith
City Manager
City of Winter Springs
1126 East State Road 434
W"inter ~prmgs,ri_, 32708-2799
407-327-1800 (Phone)
407-327-4753 (Fax)
TO THE CONTRACTOR:
Anthony Safier
687 Tuscora Drive
Winter Springs, FL 32708
407-670-9274
Notice shall he deemed to have been given and received on the date the notice is physically received if given by hand
delivery, or i f 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 Harty 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 Public Record. It is hereby specifically agreed that any record, document, computerized information and
program, audio or v~dee tine, photograp~, oa• other writin,Q or the Contractor related, direcNp or indirect~y, 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 1 19, Florida Stati~~tes, and may not be destroyed without the specific
written apnrova' of the City. Upon reouest 'w the City, the Contractor sha'~ nromnt'v supply conies of said. nub'ic
records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement
sha'~ a± any and a'1 reasonable times during Lhe norma' working hours of the Contractor be open and freely exhibited to
the City for the purpose of examination and/or audit.
5.a Amendment of Agreement. Modifications or changes in this Agreement must he in writing and executed.
by the parties bound to this Agreement.
5.5 Severability. If a word, sentence, or paragraph herein shall be declared illegal, unenforceable, or
unconstitutiona', the said. word, sentence, or paragraph shall be severed from this Contract, and this Contract shall be read
as if said iLegal, unenforceable, or unconstitutiona', 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.
Parks & Recreation Instructor
In~eoenden! Contractor Agreement
City of Winter Springs
3 of 7
Form I.0 07/2009
5.7 Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties
a^~' sapersedcs...: ~,::.... ~a:,..,,.:c.^.s, represen......,^s, ~~: Ab:• .,....,ns, it.".e.•era'. t,: tiv:•.tt~^, n~ a;: s;:cy m..:;ers syz:: he
deemed merged into this Agreement.
5.$ Sovereign ![mmunxxv. Notwithstanding any other provision set forth in this Agreement, nothing contained
in this Agreeme!~t steal ~ tie co~istrued as a waiver of the City's right to sovereign immunity under Section 768.28, or other
'_imitations imposed on the City's potential liability under state or federal law. As such, Contractor agrees that the City
steal: not be liable under t;lis Agreement for punitive damages or interest for the period oefore judgment. rurther, 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
;;;dg:rents pzic: by t.".e Stzte o::a zgenci;a znd s4odi~-i5i:,^s z: icing ou: of t::e szr,:e i :cic,. ,~, o: occa;;nice, cxcecc;s the
sum of two hundred thousand dollars (n200,000.00).
AR'l<'ICJL;F 6
n;2O'.';FC':';iON OF °F.iiSG'sS A'~"~ ;'i2OPF,d2'1'Y: INS~,T~2ANCF
6.~ Wor;ter's Compensation. Upon the effective date o1 this Agreement, Contractor shat] provide proofof
worker's compensation insurance in the minimum amount required by law (if required).
~,~. P~pFeccionx~ i :a~,;is±y/11~a~p~ac*ice aa~' ~=e_!Qra' T ;ati:';!y. Upon *.he e*fec*.ive date of *.his Agreemen*,
ConU~actor 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 S i ,uU0,U00.00 per occw•rence.
~,? ~rlt;S Y2ragranh Shall be appl'C~ h'e t0 SeCt'.OnS h.l and ~.2 The ;nS~~ra^Ce req~,!'.red by th'.S A!-r'.CIC, Shall
include the liability and coverage provided herein, or as required by law, whichever requirements afford greatercoverage.
All of the policies of insurance so required to be purchased and maintained for the certificates (or other evidence thereof)
~Hplt C(~", a,,n ? nr~V: ~i tin nr Pnr~~~r~pn~t?rlt th~r tha ~nVar~oe a~~~nrt!ed W711 not 'tee C~nCC1C~., _??atC^a". t' C~12 t?aC!~ O" rC''~Wa~
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
;lability/malpractice coverage. The Contractor shall cause ifs 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 noinsurance under such poicics will be canceled without thirty (~0) 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. l , 6.2,
and 6.3. In the event Contractor tails to maintain said insurance, City, at its option, may elect to terminate this Agreement
by written notice to Contractor.
h a ~nc?exnni~.cat~on anc~_!F'~p'.e'_?!arx-x~ess. For all Services performed pursuant to this Agreement, the
Conrxactor agrees to the fu"est extent permitted by'aw, to indemnify and hold harmless the City and its employees,
o+'ficers, and attorneys from and against~a" c'aims,'osses, damages, persona! injuries (inc'udin,~ but not'imited 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
_"`~S AirrCt'me^'..
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 arc cescriptior. +hat may be brought against the City or its emp:ogees, of+lcers, and attornevs w:ic'~ may
resu't from the Services under this Agreement whether the Services be performed by the Contractor w' anyone directly or
indirectly employed'oy them. In all events lire City snail be permitted to choose legal counsel of its sole choice, the fees
?arks & Recreation Instructor
Independent Contractor Agreement
City of Winter Springs
4of7
Form 1.0 07/2009
for which shah be reasonable and su>J,iect to and ine~uded with this indemnification provided herein. This paragraph 6.4
shall survive termination of this Agreement.
F.5 ctar~e!are~ of Care. Tn performing its 4ervices hereunder, the Contractor w;>> use that degree o+ care and
skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in the same or
similar locality.
A.~.T7~T.~~. 7
ar~G;R!V?~T.NAm~ll~, l~lr murk C~QNT'RACT
7.1 Termination by City. The City may terminate this Agreement 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 Agreema~t.
7.3 '!'er*!n*taa±~ort by Co~nsen!. This agreement may be terminated by the mutua~ wr;~tten consent of both parties
at any time, and. without penalty.
7.4 Unon Termination. 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 Waw_er. Fai~ure of the City to insist upon performance within any time period or upon a proper level or
auali*.y o± 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 Ok' AGREF1V1fENT
8.1 Term. The term of [his Agreement shall commence on the Effective Datc of this Agreement and end on
July 31, 2010, unless extended by mutual written agreement of the parties.
ARTICLE 9
CONFi,ICTS
91 Conflicts. In the event that a contlict arises as to the contents of Exhibit "A" and the Agreement, the
Agreemeni Sfiaii biwci n.
(Signature Page k'ollows)
Parks & Recreation Instructor
Independent Contractor Agreement
City of Winter Springs
< <,+' ~
Norm LO 07/?009
above.
~N WTTNFSS W!~FRF4F, the parties hereto caused this Agreement to be executed as of the date first written
CONTRACTOR:
ANT1EiONY SA)FIFR
By: _ _
' ~ ---~'
Na Antho Safiero~
Dated: 7~zQ/rJ I ~~~~~
RTAT~: O~ ~i OR,TDA
COUNTY OF SEMINOLE
CITY:
CITY Ok' WINTIEI2 SPR>rNGS, FJLORI]DA
By: - -- ~ ------
Kevin L.~Smith Cit Mana er
r~~/~ Y g
Dated: K' l ~ r /~~-
The foregoing instrument was acknowledged before me this ~ day of -~ , 2009 by ANTHONY
SAS.. R, who executed she foregoing ;nstrument and acknowledged befrn•e me that he xecuted the same for the
uses and purposes therein expressed and who is personally known to me or who has produced
~~ b1Lu - ~~ f b W~G{'~identification and. who did not take an oath.
~r ( OTAI~it+~k~Ql.~AFT
,}`~~ fVotiry Public, Stall of Florida
Commitsion~ DD906204
MY comm. expires ,July 13, 2013
STATE OF FLORIDA
COUNTY OF SEMINOLE
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Notary Public ignature
Typed or Printed Notary Name
The foregoing instrument was acknowledged before me this day of _ ` _. 20~, by
KEVIN L. SMITH, City Manager of Winter Springs, Florida, who is personally known t me.
_ ~.Q ~~ ~
r.~.:..
AR'r~,~ic State of Florida Not ry Public Signature
~4~~ Danielle Harker
~ ~q My Commission D(~663371 T ed or Printed Notar Name
~'~'°~ ~° Ex fires 0411512G i ' yp y
Parks & Recreation Instructor
?ncere~c'en: Cor'racto* .A,r~ement
City of Winter Springs
hof7
Fonn 1.0 07/2009
EXHIBIT "A"
DESCRIPTION OF SERVICES TO BE PERFORMED
Scone o*~Serv?ces. The Contractor agrees to provide the fo~~owing Services to the City:
(a) Contractor agrees to offer Camps to the public on an ongoing basi s. The dates, times and. vocation of such
Camps shall be specified by the City in coordination with the Contractor.
!'~) Certracter s!:a'.'. be responsi'~'.e for registration of participants. A copy of each registration form shaP, be
provided to the Program Supervisor. Each class must contain a minimum of 10 participants.
(c) Contractor shall provide the Program Supervisor with a schedule at least fourteen (14) days prior 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 Camps.
(d) Contractor shall provide all equipment and materials needed to provide Services. Contractor shall be
responsible for preparing /setting up prior to each Camp.
(c) Contractor shall insure that all participants sign a release form, the specifications of which must be approved
by City prior to commencement of Serviccs. 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 he responsible for hiring additional instructors, if necessary, in order to insure a reasonable
and proper insu•uctor/participant ratio.
(h) Contractor shall be responsible for any sponsorships obtained. Contractor shall forward information as to
proposed sponsors to the Citv 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.
paCkc cFL r~eCr03t~.On Tnc!Tl!CtOC
lndcpendent Contractor Agreement
City of Winter Springs
7 of 7
Form LO 07/2009