Everything Racket Sports LLC Instructor Agreement 2-27-24

Here is the latest updated draft of the Everything Racket Sports LLC Instructor Agreement which will be reviewed by City Commission.

1. Parks & Recreation Instructor Agreement – Pickleball - Everything Racket Sports, LLC
City of Winter Springs
Contractor_____/City _____
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PARKS & RECREATION INSTRUCTOR
INDEPENDENT CONTRACTOR AGREEMENT


THIS AGREEMENT is made this _____ day of April, 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 (“City”), and EVERYTHING
RACKET SPORTS, LLC, a Florida Limited Liability Company, whose principal address is 2822
Hertha Avenue, Orlando, Florida 32826 (“Contractor”).

RECITALS:

WHEREAS, City has certain outdoor pickleball courts available for use by the public; and

WHEREAS, Contractor desires to offer pickleball instruction, clinics, group and private
lessons, youth summer camps, junior development programs, organization of and holding of
tournaments and round robins, seminars, and registration of pickleball participants (“Services”)
for the benefit of the public using the pickleball courts constructed by the City at Central Winds
Park; 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 Exclusive Engagement. City engages Contractor and Contractor agrees to perform
the Services outlined in EXHIBIT “A” for the stated fee arrangement. The City agrees that the
Contractor shall be the sole and exclusive provider of the Services at the Central Winds Park
pickleball courts, except that the City may arrange for tournaments and may hold other pickleball
seminars or special events from time to time and in the sole discretion of the City. No prior or
present agreements or representations regarding the subject matter hereof shall be binding upon
any of the parties unless incorporated in this Agreement.

1.2 Due Diligence. Contractor acknowledges that it has investigated prior to execution
of this Agreement 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 it 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, which are established in EXHIBIT “B” incorporated herein by this
reference.

2.2 Registration Requirements. Contractor shall be responsible for registering and
collecting payment from program participants. All participants shall be required to register for
Services with the Contractor using written or electronic 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 “C” 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 25% of all net registration fees collected by
Contractor for the Services provided under this Agreement for group clinics, junior development
programs, round robins, and summer camps. Net registration fees shall be determined by
deducting the expenses incurred by Contractor for monthly rental of registration software, the cost
of which shall be pre-approved by the City, and any other expenses approved by the City’s Parks
and Recreation Program Coordinator. Contractor shall provide a copy of the registration software
agreement for the City’s review and approval of the cost prior to commencing performance of the
Services. Further, the Contractor shall pay the rental fee of $10.00 per court, per hour used for
performing private and semi-private lessons and seminars. Contractor shall submit a spreadsheet
detailing the number of pickleball courts rented by Contractor per day, per hour, by the last
business day of each month to the City’s Parks and Recreation Program Coordinator.
Compensation to the City for tournaments organized and run by Contractor shall be determined on

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a case-by-case basis and in writing by the City and Contractor and shall not be subject to the 25%
of registration fees or $10.00 court rental fee per hour.

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 no later than the last
business day of each 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 shall
refund or credit participants for a cancellation of events, such as rain-outs, unexpected maintenance
or repairs of the park facilities, or cancellations for city events or tournaments.


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.

3.2 Warranty of Services. Contractor warrants unto City that it 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 City's Responsibilities – Availability of Courts. The City shall cooperate with the
Contractor by arranging for access to the Central Winds Park pickleball courts as necessary for
Contractor to perform the Services. The City may coordinate with Contractor to store equipment
and materials of Contractor only upon written authorization by the Parks and Recreation Director,
or designee. The City shall not be responsible for any loss or damage of equipment and materials
stored by the City. If Central Winds 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 for maintenance, repairs, or other reasons, the City shall utilize its best efforts to give
Contractor seven (7) days’ advance notice of any such cancellation. However, the City shall
endeavor to use reasonable efforts to avoid scheduling City events and maintenance activities at
the pickleball courts during the times agreed upon in Exhibit A. Nothing contained in this
Agreement shall be construed as a guarantee for the use of any City owned or maintained facility.
The parties fully understand and agree that City owned or maintained facilities may not be suitable,
at the discretion of the City, for play or practice due to inclement weather, lightning, vandalism,
emergencies, acts of God, hazardous conditions, or any other circumstance that the City deems
could injure the participants or damage the facilities. In such circumstances, the City shall
immediately notify the Contractor of the cancellation.

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3.4 Contractor Acknowledgement Regarding City Outdoor Park Facilities.
Contractor acknowledges and agrees that the City’s pickleball courts are open to the general public
for use at all times during normal operating hours aside from those specified dates, times and
location of Contractor’s provision of Services, as agreed to in advance by the City in accordance
with this Agreement.

3.5 Contractor Background Checks. All employees working on site at the City’s
property will be required to have had and passed Level 2 background checks prior to performance
of Services. A copy of all Background Check results will be provided to the City for review and
approval. In addition, all subcontractors shall be required to have had and passed a Level 2
background check, which shall be submitted to the City for review and approval prior to
performance any Services.

3.6 Contractor Employees and Subcontractors. By mutual agreement between the City
and the Contractor, appropriate action will be taken by Contractor concerning employees and
subcontractors that disregard the contents of this Agreement, who are incompetent, careless and/or
insubordinate and do not exhibit proper dress and decorum expected in City-owned facilities as
would be expected of City employees. The City reserves the right to request the removal of any
employee or subcontractor performing Services for any of the above non-discriminatory reasons.


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. All
subcontractors shall comply with all provisions of this Agreement and shall maintain insurance as
provided herein.


ARTICLE 5
MISCELLANEOUS PROVISIONS

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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:
Philip Hursh
Interim 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:
Everything Racket Sports, LLC
Attn: Glen White
2822 Hertha Avenue
Orlando, Florida 32826
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 three days after mailing. 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 Records and Audits. 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 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

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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 [phone],
[email protected] , 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, cooperate with
the City’s examination or audit, 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. Following an audit, all required payment adjustments shall be
made. In the event that the audit reveals an underpayment to the City, the Contractor agrees to

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pay to the City the underpaid amount within thirty (30) days of notice of any such
underpayment. Contractor shall maintain all books and records made in connection with this
Agreement for a period of three years following termination of this Agreement, unless the City
authorizes otherwise in writing. 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 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 Agreement. This Agreement represents the entire and integrated Agreement
between the parties and supersedes all prior negotiations, representations, or Agreements, either
oral or written, and all such matters shall be deemed merged into this Agreement.

5.8 Sovereign 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,
and the cap on the amount and liability of the City for damages, regardless of the number or nature
of claims in tort, equity, or contract, may not exceed the dollar amount set by the legislature for
tort. 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.

5.9. E-Verify.

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a. Pursuant to section 448.095, Florida Statutes, contractors, which shall
include Contractor, shall register with and use the U.S. Department of
Homeland Security’s E-Verify system, https://e-verify.uscis.gov/emp, to
verify the work authorization status of all employees hired on and after
January 1, 2021.
b. Subcontractors
(i) Contractor shall also require all subcontractors performing work
under this Agreement to use the E-Verify system for any employees
they may hire during the term of this Agreement.
(ii) Contractor shall obtain from all such subcontractors an affidavit
stating the subcontractor does not employ, contract with, or
subcontract with an unauthorized alien, as defined in section
448.095, Florida Statutes.
(iii) Contractor shall provide a copy of all subcontractor affidavits to the
City upon receipt and shall maintain a copy for the duration of the
Agreement.
c. Contractor must provide evidence of compliance with section 448.095,
Florida Statutes. Evidence shall consist of an affidavit from the Contractor
stating all employees hired on and after January 1, 2021 have had their work
authorization status verified through the E-Verify system and a copy of
their proof of registration in the E-Verify system.
d. Failure to comply with this provision is a material breach of the Agreement,
and shall result in the immediate termination of the Agreement without
penalty to the City. Contractor shall be liable for all costs incurred by the
City securing a replacement Agreement, including but not limited to, any
increased costs for the same services, any costs due to delay, and rebidding
costs, if applicable.
5.10 No Guarantee by City. Nothing contained in this Agreement shall be construed as
a guarantee for the use of any City-owned or maintained facility. The parties fully understand and
agree that City-owned and maintained facilities may not be suitable, at the discretion of the City,
for use due to inclement weather, lightning, vandalism, emergencies, acts of God, hazardous
conditions, or any other circumstances that the City deems could enter the participants or damage
the facilities.

ARTICLE 6
PROTECTION OF PERSONS AND PROPERTY; INSURANCE

Liability Amounts. During the term of this Agreement, the Contractor shall be responsible
for providing the types of insurance and limits of liability as set forth below.

6.1 Worker’s Compensation and Employer’s Liability. Upon the effective date of this
Agreement, Contractor shall provide proof of adequate worker’s compensation insurance in the

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minimum amount required by law and Employers' Liability Insurance in an amount of $1,000,000
each accident, single limit per occurrence. However, Contractor shall be excused from this
requirement to the extent that a Certificate of Exemption from the Florida Division of Worker’s
Compensation is supplied to the City and contractor has hired no employees. In the case a
Certificate of Exemption is provided to the City, the Contractor affirms that it is not engaged in
the “construction industry” as defined in Chapter 440, Florida Statutes, and does not employ more
than three persons. Contractor shall be responsible for advising all independent contractors
engaged by Contractor to provide Services described in this Agreement that they are not covered
by Workers Compensation insurance and would be responsible for carrying their own coverage
should they desire. If the Contractor hires employees during the term of this Agreement, it shall
immediately obtain Workers Compensation Insurance to the extent not exempt and Employer’s
Liability Insurance as provided in this section and provide proof of such coverage to the City.

6.2 General Liability. Upon the effective date of this Agreement, Contractor shall submit
proof of comprehensive commercial general liability insurance to cover claims for 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 and 3,000,000.00 in the aggregate. This shall include Premises and Operations;
Independent Contractors; Products & Completed Operations & Contractual Liability.

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 worker’s compensation 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.

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The Contractor specifically assumes potential liability for actions brought by the
Contractor’s own employees against the City and, solely for the purpose of this indemnification
and defense, the Contractor specifically waives its entitlement, if any, to immunity under Section
440.11, Florida Statutes. This waiver has been specifically and mutually negotiated by the parties.

The indemnification provided above shall obligate Contractor to defend at its 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 Contractor. 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 City Release and Waiver and 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 City Release and Waiver form attached hereto as Exhibit “C” and the Waiver
of Liability and Hold Harmless Agreement (Infectious Communicable Diseases Including Covid-
19) (“Infectious Communicable Disease Waiver”) attached hereto as Exhibit “D” a Supplemental
Addendum to the Agreement and which is fully incorporated herein by this reference. Contractor
shall execute both the City Waiver and the Infectious Communicable Disease Waiver along with
this Agreement.

6.6 Standard of Care. In performing 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 for Convenience. City may terminate this Agreement, without
cause, and without penalty, with sixty (60) days written notice to Contractor. Such termination
shall be at City’s sole discretion.

7.2 Termination for Cause. The City reserves the right to revoke and terminate this
Agreement for a default and to rescind all rights and privileges associated with this Agreement,
without penalty, based on a default including, but not limited to, any of the following
circumstances, each of which shall represent a default and breach of this Agreement:

a. The Contractor or its subcontractor(s) defaults in the performance of any material
covenant or condition of this Agreement and does not cure such other default within seven (7)
calendar days after written notice from the City specifying the default complained of;

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b. The Contractor or its subcontractor(s) has acted in a grossly negligent manner, as
defined by general and applicable law, in performing the Services hereunder;

c. The Contractor or its subcontractor(s) has committed any act of fraud upon the City;

d. The Contractor or its subcontractor(s) has made a material misrepresentation of fact
to the City while performing its obligations under this Agreement; or

e. The Contractor has assigned or subcontracted this Agreement without the City's
prior written consent.

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 April ____, 2024 and shall
terminate at 11:59 p.m. on April 30, 2025, unless extended by mutual written agreement of the
parties. The parties shall have the option to extend the term of this Agreement for four (4)
additional one-year periods.


ARTICLE 9
CONFLICTS

9.1 Conflicts. If a conflict arises as to the contents of any Exhibits and the Agreement,
the Agreement shall govern.

[SIGNATURES ON FOLLOWING PAGES]

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IN WITNESS WHEREOF , the parties hereto caused this Agreement to be executed as
of the date first written above.

CONTRACTOR: CITY:

EVERYTHING RACKET SPORTS, LLC, CITY OF WINTER SPRINGS, FL
A Florida Limited Liability Company

By: ____________________________ By: _____________________________
Philip Hursh, Interim City Manager
Printed Name: ___________________
Dated: ___________________________
Its: ____________________________

Dated:________________________

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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 pickleball instruction, clinics, group and private lessons,
youth summer camps, junior development programs, organization of and running of tournaments
and round robins, seminars with guest instructors upon prior approval of the City’s Parks and
Recreation Program Coordinator, and registration of pickleball participants (“Services”) for the
benefit of the public using the pickleball courts constructed by the City at Central Winds Park.

(b) Contractor shall be responsible for registration of participants. A copy of each
registration form and waiver shall be provided to the Program Supervisor.

(c) The Services will take place at Central Winds Park on the pickleball courts. A defined
division of the 14 courts between “Open Courts” for public play and “Program Courts” for
programs is desired. The City’s goal is to be able to offer programs while simultaneously keeping
at least a majority of courts open to the public for play. Tournaments and special events which
are infrequent will impact the number of courts available for open play. Contractor acknowledges
and agrees that the public may reserve “Open Courts” for individual play through the City of
Winter Springs Parks and Recreation Department for a nominal fee to ensure a court is available
at their desired time and that Contractor shall not be entitled to any compensation as a result of
such reservations. Such courts available to be reserved by the public are denoted as “Reservation
Courts” in the schedule below.
The following schedule will be used as a basic operating plan for the operation of the
pickleball courts. This plan will be adjusted as necessary with the approval of the City Staff and
will be dependent upon demand for the Services offered by Contractor. The parties may mutually
agree, in writing, to change the time, days, and locations that the Services are to be performed.
Any requested changes to the program must be submitted with seven (7) days advance notice to
the City’s Parks and Recreation Program Coordinator.

[CONTINUED ON NEXT PAGE]

14. Parks & Recreation Instructor Agreement – Pickleball - Everything Racket Sports, LLC
City of Winter Springs
Contractor_____/City _____
Page 14 of 20




(d) Contractor shall be responsible for providing all necessary equipment to perform
Services, such as pickleballs, extra paddles, etc., except that the City shall provide the pickleball
Date/Ti
me
Monday Tuesday Wednesday Thursday Friday Saturday Sunday

8 – 11
AM

Round Robin or King
of Court –
Intermediate

+

Private Lessons

=
5 Open Courts
3 Reservation Courts
6 Program courts

Group
Clinics/Private


+

Private Lesson

=
7 Open Courts
3 Reservation
courts
4 Program Courts



Round Robin or
King of Court –
Recreational

+

Private Lessons

=
5 Open Courts
3 Reservation
Courts
6 Program courts


Round Robin or
King of Court –
Advanced

+

Private Lessons

=
5 Open Courts
3 Reservation
Courts
6 Program courts

Round Robin or
King of Court –
All Levels

+

Private Lessons

=
5 Open Courts
3 Reservation
Courts
6 Program courts


Private Lesson






8 Open Courts
5 Reservation
1 Program










9 Open Court
5 Reservation

TBD
Aftersch
ool
Program
Hours

11AM-
5PM

Development
Program
(10 – 13 y/o)

+

Private Lesson

=
6 Open Courts
3 Reservation Courts
5 Program Courts


Development
Program (14+)

+

Private Lesson

=
6 Open Courts
3 Reservation
Courts
5 Program Courts



Development
Program
(10 – 13 y/o)

+

Private Lesson

=
6 Open Courts
3 Reservation
Courts
5 Program Courts



Development
Program (14+)

+

Private Lesson

=
6 Open Courts
3 Reservation
Courts
5 Program Courts











9 Open Court
5 Reservation









9 Open Court
5 Reservation









9 Open Court
5 Reservation

6 – 9
PM

Round Robin or King
of Court –
Recreational

+

Private Lessons

=
5 Open Courts
3 Reservation Courts
6 Program courts



Round Robin or
King of Court –
Advanced

+

Private Lessons

=
5 Open Courts
3 Reservation
Courts
6 Program courts


Round Robin or
King of Court –
Intermediate

+

Private Lessons

=
5 Open Courts
3 Reservation
Courts
6 Program courts


Group Clinics


+

Private Lesson

=
7 Open Courts
3 Reservation
courts
4 Program courts

Round Robin or
King of Court –
All Levels

+

Private Lessons

=
5 Open Courts
3 Reservation
Courts
6 Program courts










9 Open Court
5 Reservation









9 Open Court
5 Reservation

15. Parks & Recreation Instructor Agreement – Pickleball - Everything Racket Sports, LLC
City of Winter Springs
Contractor_____/City _____
Page 15 of 20


courts and nets. 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 negligently used by Contractor or Participants. Contractor shall keep the grounds where
Services are offered reasonably 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) For Sunday through Thursday, if Contractor does not have a registration for each
Program court by 12:00 p.m. for the next day, Contractor shall notify the City Parks and Recreation
Manager that each such Program court is available for open play.

(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) Tournament Play. It is anticipated that there will be 4 Tournaments held each year by
Contractor. They will be scheduled during periods not to interrupt normal park operations. The
four times recommended are: After Late in January and early February, Memorial Day, Labor Day
and Thanksgiving weekend. Tournament schedules must be approved by the City. Tournament
fees for rental of the park will be charged in accordance with the current City approved fee
schedule. Compensation to Contractor for organizing and holding tournaments will be negotiated
on a case-by-case basis.

(i) Contractor may subcontract Services in accordance with Section 4.1 of this Agreement.

16. Parks & Recreation Instructor Agreement – Pickleball - Everything Racket Sports, LLC
City of Winter Springs
Contractor_____/City _____
Page 16 of 20


EXHIBIT B
FEES & COMPENSATION

Court Rental by Pro: $10 per court, per hour
This will be charged for:
1. Private and Semi Private Lessons
2. Seminars

Fees charged by Pro will be as follows with preference to Residents. Residents will have a
sixty day window to sign up and Non-Residents will have a 7 day window:

Private & Semi Private Lessons
1 person/ 60 minutes = $60
2 person/ 60 minutes = $70
3 person / 60 minutes = $90
4 person/ 60 minutes = $100
1 person/ 90 minutes = $75
2 person/ 90 minutes = $90
3 person / 90 minutes = $120
4 person/ 90 minutes = $120

Group Clinics – 1 hour
Residents = $60 / Month
Non-Residents = $70 / Month
Daily Drop In = $20 / clinic

Round Robins - 3 Hour event
Ladders & shoot outs
Residents = $8.00 per event
Non-Resident = $10 per event


Seminars - 3 hour clinic with guest instructor approved by the City’s Parks and
Recreation Program Coordinator. Since there is a wide range of expertise with
guest instructors rates will be determined as follows.

Residents = Amount to be determined by Guest Instructor and approved
by City.
Non-resident = Amount to be determined by Guest Instructor and
approved by City.

17. Parks & Recreation Instructor Agreement – Pickleball - Everything Racket Sports, LLC
City of Winter Springs
Contractor_____/City _____
Page 17 of 20


Youth Summer Camps - 3 hour morning camp
Residents = $150 / Week
Non-Resident = $175 / Week

Junior Development Programs- 90 minute clinics/4 times per month
Residents = $60 / Month for 1 time a week
Residents = $120 / Month for 2 times a week
Non-Residents = $65 / Month for 1 time a week
Non-Residents = $130 / Month for 2 times a week

Contractor shall refund or credit participants for a cancellation of events, such as rain-outs,
unexpected maintenance or repairs of the park facilities, or cancellations for city events or
tournaments.

18. Parks & Recreation Instructor Agreement – Pickleball - Everything Racket Sports, LLC
City of Winter Springs
Contractor_____/City _____
Page 18 of 20



EXHIBIT “C” – CITY WAIVER FORM
CITY OF WINTER SPRINGS
Release and Waiver Agreement
I, _______________________, knowingly and voluntarily agree to participate in the exercise program, sport or activity known as
“Pickleball Play” 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.
__________________________ ___________________________ ____/____/____

19. Parks & Recreation Instructor Agreement – Pickleball - Everything Racket Sports, LLC
City of Winter Springs
Contractor_____/City _____
Page 19 of 20


Participant's Name (please print) Participant's Signature Date
EXHIBIT “D”
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 “pickleball instruction and programs” (“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

20. Parks & Recreation Instructor Agreement – Pickleball - Everything Racket Sports, LLC
City of Winter Springs
Contractor_____/City _____
Page 20 of 20


or on 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, 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 WITNESS WHEREOF, I have signed this Waiver and Agreement on this _______ day of
_______________________, 2024.

NAME OF /ORGANIZATION/CONTRACTOR: EVERYTHING RACKET SPORTS, LLC

SIGNATURE: _________________________________________________________

NAME/TITLE: ___________________________________________