HomeMy WebLinkAboutLorna Bradley Svcs, LLC Independent Contractor Agreement 2023 12 12Independent Contractor Agreement
This Independent Contractor Agreement ("Agreement") is made effective as of December 12, 2023, by and
between City of Winter Springs ("Recipient"), of 1126 E SR 434, Winter Springs, Florida 32708, and
Bradley Svcs LLC ("Contractor"), of 1170 Tree Swallow Dr Ste 329, Winter Springs, Florida 32708,
1. Description of Services. Beginning on December 12, 2023, the Contractor will provide the following
services (collectively, "Services"):
Implementation assistance for Software
Training support for Permitting Staff
Current Permitting Software Troubleshooting
High Level Permit Processing assistance.
2. Payment for Services. The Recipient will pay compensation to the Contractor for the Services. Payments
will be made as follows:
Hourly: $50.00 up to 20 hours weekly; not to exceed $50,000.00 in one year.
No other fees and/or expenses will be paid to the Contractor unless such fees and/or expenses have been
approved in advance by the appropriate executive on behalf of the Recipient in writing. The Contractor shall
be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance,
unemployment taxes, and other pay -roll type taxes applicable to such compensation.
Payments shall be due and payable as provided by the Florida Local Government Prompt Payment Act s.
218.70 et. seq., Florida Statutes. All services provided to the City must be described upon the Contractor's
invoice with sufficient clarity for the City to easily identify and confirm the Services having been provided.
3. Term/Termination. This Agreement may be terminated by either party upon 30 days' written notice to
the other party.
A regular, ongoing relationship of indefinite term is not contemplated. The Recipient has no right to assign
Services to the Contractor other than as specifically contemplated by this Agreement. However, the parties
may mutually agree that the Contractor shall perform other services for the Recipient, pursuant to the terms
of this Agreement.
4. Relationship of Parties. It is understood by the parties that the Contractor is an independent contractor
with respect to the Recipient and not an employee of the Recipient. The Recipient will not provide fringe
benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of
the Contractor.
It is contemplated that the relationship between the Contractor and the Recipient shall be anon -exclusive
one. The Contractor also performs services for other organizations and/or individuals. The Recipient has no
right to further inquire into the Contractor's other activities.
5. Recipient's Control. The Recipient has no right or power to control or otherwise interfere with the
Contractor's mode of effecting performance under this Agreement. The Recipient's only concern is the result
of the Contractor's work, and not the means of accomplishing it. Except in extraordinary circumstances and
when necessary, the Contractor shall perform the Services without direct supervision by the Recipient.
6. Professional Capacity. The Contractor is a professional who uses their own professional and business
methods to perform Services. The Contractor has not and will not receive training from the Recipient
regarding how to perform the Services.
7. Personal Services Not Required. The Contractor is not required to render the Services personally and
may employ others to perform the Services on behalf of the Recipient without the Recipient's knowledge or
consent. If the Contractor has assistants, it is the Contractor's responsibility to hire them and to provide
materials for them.
8. No Location On the Premises. The Contractor has no desk or other equipment either located at or
furnished by the Recipient. Except to the extent that the Contractor works in a territory as defined by
the Recipient, their Services are not integrated into the mainstream of the Recipient's business.
9. No Set Worlc Hours. The Contractor has no set hours of work. There is no requirement that
the Contractor work full time or otherwise account for work hours.
10. Expenses Paid By Contractor. The Contractor's business and travel expenses are to be paid by
the Contractor and not by the Recipient.
11. Confidentiality. The Contractor may have had access to proprietary, private and/or otherwise
confidential information ("Confidential Information") of the Recipient. Confidential Information shall
mean all non-public information that constitutes, relates, or refers to the operation of the business of
the Recipient, including without limitation, all financial, investment, operational, personnel, sales,
marketing, managerial, and statistical information of the Recipient, and any and all trade secrets,
customer lists, or pricing information of the Recipient, and such information that is exempt or
confidential and exempt from public records disclosure under Florida law. The nature of the
information and the manner of disclosure are such that a reasonable person would understand it to be
confidential. The Contractor will not at any time or in any manner, either directly or indirectly, use for
the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner any
Confidential Information. The Contractor will protect such information and treat the Confidential
Information as strictly confidential. This provision shall continue to be effective after the termination
of this Agreement. Upon termination of this Agreement, the Contractor will return to the Recipient all
Confidential Information, whether physical or electronic, and other items that were used, created, or
controlled by the Contractor during the term of this Agreement.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal
immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal,
state, or local government official, or to an attorney when the disclosure is to report suspected
violations of the law; or (ii) in a complaint or other document fried in a lawsuit if made under seal.
12. 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 contract, contact the Custodian of
Public Records at (407) 327-5999, cityclerkdepartment@winterspringsfl.org, 1126 East State Road 434,
Winter Springs, Florida, 32708.
Contractor shall comply with public records laws and, specifically, shall: 1) keep and maintain public
records required by the public agency to perform the service; 2) upon request from the public agency's
custodian of public records, provide the public agency with a copy 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 in
this chapter or as otherwise provided by law; 3) 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 contract term and following completion of the contract if the contractor does not transfer
the records to the public agency; and 4) Upon completion of the contract, transfer, at no cost, to the public
agency all public records in possession of the contractor or keep and maintain public records required by
the public agency to perform the service. If the contractor transfers all public records to the public agency
upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains
public records upon completion of the contract, the contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public agency, upon
request from the public agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
All documents, including but not limited to, drawings, guides, instructions, specifications and data or
programs stored electronically or otherwise, prepared by the Contractor and its associates pursuant to this
Agreement or related exclusively to the Services described herein shall be owned by the City and may be
reused by the City for any reason or purpose at any time.
13. Injuries. The Contractor acknowledges the Contractor's obligation to obtain appropriate insurance
coverage for the benefit of the Contractor (and the Contractor's employees, if any). The Contractor waives
any rights to recovery from the Recipient for any injuries that the Contractor (and/or the Contractors
employees) may sustain while performing the Services under this Agreement and that are a result of the
negligence of the Contractor or the Contractor's employees. The Contractor will provide the Recipient with
a certificate naming the Recipient as an additional insured party.
14. No Right to Act as Agent. An "employer -employee" or "principal -agent" relationship is not created
merely because (1) the Recipient has or retains the right to supervise or inspect the work as it progresses
in order to ensure compliance with the terms of the Agreement; or (2) the Recipient has or retains the
right to stop work done improperly. The Contractor has no right to act as an agent for the Recipient and
has an obligation to notify any involved parties that it is not an agent of the Recipient.
15. Entire Agreement. This Agreement constitutes the entire agreement between the parties. All terms
and conditions contained in any other writings previously executed by the parties regarding the matters
contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this
Agreement shall be deemed effective unless in writing and signed by the parties hereto.
16. Waiver of Breach. The waiver by the Recipient of a breach of any provision of this Agreement by
the Contractor shall not operate or be construed as a waiver of any subsequent breach by the Contractor.
17. Assignment. Contractor shall not assign or subcontract this Agreement or any other rights or any
monies due to become due hereunder without the prior, written consent of the Recipient.
18. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any
provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so
limited.
19. Applicable Law. This Agreement shall be governed by the laws of Florida.
20. Signatories. This Agreement shall be signed by Philip Hursh, Interim City Manager, on behalf of
City of Winter Springs and by Bradley Svcs LLC. This Agreement is effective as of the date first above
written.
The Recipient:
City of Winter Springs
By
Phi
Interim City Manager
The Contractor:
Bradley Svcs LLC
Date:
tz115 P
Date: 12/12/2023