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