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1292-Britt HendersonA INDEPENDENT CONTRACTOR AGREEMENT ;;> RELATIVE TO WESTSIDE COMMUNITY CENTER THIS AGREEMENT, made and entered into this day of October, 2009, by and between the City of Sanford, a Florida municipal corporation, hereinafter referred to as "the City" and Britt Henderson, hereinafter referred to as "Henderson ". WITNESSETH: WHEREAS, the City is desirous of engaging the services of an independent contractor for a definite length of time to coordinate all booking and coverage matters relating to the rental facilities and activities occurring at the City's Westside Community Center except as specifically set forth herein; and WHEREAS, Henderson wishes to engage the City in order to perform the duties and responsibilities of coordinator of rental facilities and activities occurring at the City's Westside Community Center by virtue of the terms and conditions set forth in this Agreement; and WHEREAS, the City is desirous of engaging the services of an independent contractor for a definite length of time to program activities between the hours of 6:00 p.m. to 9:00 p.m. during the months of June through August at the City's Westside Community Center except as specifically set forth herein; and WHEREAS, Henderson wishes to engage the City in order to perform the duties and responsibilities necessary to program activities between the hours of 6:00 p.m. to 9:00 p.m. during the months of June through August at the City's Westside Community Center by virtue of the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of these premises and of good and sufficient consideration, the receipt and adequacy of which is hereby acknowledged, the parties do hereby covenant and agree to the following: SECTION 1. This Agreement supersedes and revokes all prior agreements between the parties whether oral or written. SECTION 2. The City hereby agrees to engage Henderson and Henderson agrees to provide services to the City as the coordinator of rental facilities and activities occurring at the City's Westside Community Center and to program activities at the City's Westside Community Center which activities shall occur between the hours of 6:00 p.m. to 9:00 p.m. during the months of June through August. The Agreement shall be in effect from the date of execution of this Agreement and will terminate at midnight on November 30, 2010, however, this Agreement may be terminated earlier, as provided below. The parties may renew this Agreement on an annual basis as they may deem desirable under such terms and conditions as may be mutually agreeable. SECTION 3. The parties agree that the duties and responsibilities of Henderson may be modified from time -to -time as determined and directed by the City. Notwithstanding any change, the engagement of Henderson shall be construed as continuing under the terms of this Agreement, as modified. Any changes to this Agreement shall be in writing and signed by both parties, but the City may unilaterally direct Henderson as to how it desires that functions of coordinator of rental facilities and activities occurring at the City's Westside Community Center and /or the programming of activities during the pertinent time periods said direction to be accomplished by the City articulating the needs of the City to Henderson in a written notice as set forth in this 21Page Agreement. SECTION 4. In consideration for the services provided by Henderson, the City will pay Henderson, at the end of each month, the gross amount of One Thousand and 00 /100ths Dollars ($1,000.00). Henderson agrees that he is an independent contractor of the City and is not subject to the Fair Labor Standards Act, or any other law of similar applicability or effect, and will not be entitled to any payments other than those specifically set forth herein. SECTION 5. Henderson shall not be entitled to receive, nor receive, employment benefits available to City employees such as, by way of example only and not a limitation, sick leave, medical and dental insurance, life insurance, paid vacations, paid holidays, deferred compensation, or profit sharing on account of his work for the City. The City shall not deduct FICA and Federal withholding taxes or provide any benefits of employment. The City shall issue Henderson an IRS Form 1099 at appropriate times. SECTION 6. Henderson agrees to devote adequate productive time, ability and attention to the business of the City during the term of this Agreement in order to fully accomplish his duties and responsibilities. Henderson shall not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the City at or related to the City's Westside Community Center. SECTION 7. Henderson agrees to abide by and comply with all State and Federal statutes, laws, rules and regulations and all City ordinances, rules, regulations, 31Page policies and procedures of the City during the term of this Agreement. SECTION 8. If Henderson breaches any of the terms of this Agreement or fails to fully perform his duties and responsibilities, his engagement with the City may be terminated by the City without notice. Nothing herein shall provide Henderson with property rights or interest with regard to his engagement with the City. SECTION 9. Henderson has no authority to enter into contracts or agreement on behalf of the City. This Agreement does not create a partnership between the parties. SECTION 10. This Agreement may be terminated by either party for any reason, as set forth herein, or upon thirty (30) days written notice, provided via U.S. certified mail, return receipt requested, to the addresses below: City of Sanford Britt Henderson Post Office Box 1788 1000 Bay Avenue Sanford, Florida 32772 -1788 Sanford, Florida 32771 SECTION 11. In the event of the termination of this Agreement prior to the completion of the term of specified in Section 2, Henderson shall be entitled to the compensation earned through to the time of termination, computed pro rata. Henderson shall be entitled to no further compensation as of the date of termination. SECTION 12. This Agreement is to be governed by the laws of the State of Florida. Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. This Agreement is the result of bona fide arms length negotiations between the City and the Henderson and all parties have contributed substantially and materially to the preparation of the 41Page Contract. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. The validity, interpretation, construction and effect of this Agreement shall be in accordance with and governed only by the laws of the State of Florida. In the event any provision hereof is determined to be unenforceable or invalid, such unenforceability or invalidity shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect. To that extent, this Agreement is deemed severable. SECTION 13. To the fullest extent permitted by law, Henderson shall indemnify, hold harmless, and defend the City, its agents, servants, officers, officials, and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Henderson or his agents, servants, officers, officials, employees, or subcontractors. Nothing herein shall be deemed to affect the rights, privileges, and immunities of the City as set forth in Section 768.28, Florida Statutes. In claims against any person or entity indemnified under this Section by an employee of Henderson or his agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of 51Page damages, compensation, or benefits payable by or for Henderson or his agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts. The execution of this Agreement by Henderson shall obligate Henderson to comply with the indemnification provision in this Agreement. However, Henderson must also comply with the provisions of this Agreement relating to insurance coverages. SECTION 14. The Henderson shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with a Best Rating of A- or better, authorized to do business in the State of Florida and in a form acceptable to the City and with only such terms and conditions as may be acceptable to the City: (1) Workers Compensation: Henderson shall provide Worker Compensation insurance for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida; (2) Comprehensive General Liability: The Henderson shall provide coverage for all operations including, but not limited to, contractual, independent contractor, products and complete operations and personal injury with limits not less than the following: $1,000,000 Bodily Injury & Property Damage - each occurrence /$2,000,000 General Aggregate; Automobile Liability $500,000 — combined single limit — per occurrence; and Sexual Abuse Liability $1,000,000 on an endorsement basis for entities that work with children /youth exposures. All insurance other than Workers Compensation that must be maintained by Henderson shall specifically include the City as an additional insured in a form acceptable to the City. All insurance minimum coverages extend to any subcontractor, 61Page and the Henderson shall be responsible for all subcontractors. Henderson shall provide Certificates of Insurance to the City evidencing that all such insurance is in effect as required by the City. These Certificates of Insurance shall become part of this Agreement. Neither approval by the City nor failure to disapprove the insurance furnished by a Henderson shall relieve Henderson of Henderson's full responsibility for performance of any obligation including Henderson's indemnification of the City under this Agreement. If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company shall: (1) lose its Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite Best's Rating and Financial Size Category, Henderson shall, as soon as Henderson has knowledge of any such circumstance, immediately notify the City and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as Henderson has replaced the unacceptable insurer with an insurance rating acceptable to the City, Henderson shall be deemed to be in default of this Agreement. The insurance coverage shall contain a provision that requires that prior to any changes in the coverage, except increases in aggregate coverage, thirty days prior notice will be given to the City by submission of a new Certificate of Insurance. SECTION 15. Henderson agrees that he will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability and will take affirmative steps to 71Page ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or their forms or compensation; and selection for training, including apprenticeship. Henderson, moreover, shall comply with all the requirements as imposed by the Americans with Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of Federal or State law related thereto. SECTION 16. Henderson shall maintain books, records, documents, time and costs accounts, and other evidence directly related to its provision or performance of services under this Agreement. The City reserves the right to unilaterally terminate this Agreement if Henderson refuses to allow public access to all documents, papers, letters, or other materials subject to provisions of Chapter 119, Florida Statutes, and other applicable law, and made or received by Henderson in conjunction, in any way, with this Agreement. Henderson recognizes that the City may implement pre- audits and post- audits as it deems appropriate. Henderson also agrees to ensure coordination of reports and activities as may be needed by the City to ensure compliance of grants to the City from outside sources. SECTION 17. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. SECTION 18. This Agreement contains all terms and conditions agreed 81Page upon by the parties and supersedes all prior other agreements between the parties. No other agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either of the parties hereto. IN WITNESS WHEREOF, the undersigned have executed this Agreement the day and year first above written. WITNESSES: Si ature MG /�4- UGcJE�� Printed Name Signature Printed Name ATTEST: BRITT HENDERSON >.-e W:�'L Britt Henderson CITY OF SANFORD Wan Dougherty, City C46rk U Linda Ku n, Mayor Date: //- 4 0 !� For use and reliance of the Sanford City Commission only. Approved as to form and ality. m k nlhart 'IL "LLWIIIc /' d - 6A Do /o / - J�� k n AJ CA A--A 4 :.Pi , _I- f JULIE A. EN6URG ;.: MY COMMISSION A DD 952007 EXPIRES: Mty 15, 2013 9wided Thru Wary Pubbc undwwdan 91Page