HomeMy WebLinkAboutContract for Interim Director of Evanston Public LibraryAGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES
BETWEEN THE CITY OF EVANSTON AND MIRIAM POLLACK + ASSOCIATES, INC.
THIS AGREEMENT (the "Agreement") is made and entered into by and between the
CITY OF EVANSTON, an Illinois home rule municipality (the "City"), and MIRIAM POLLACK &
ASSOCIATES, INC., an Illinois corporation (the "Independent Contractor"). The City and the
Independent Contractor shall be referred to herein collectively as the "Parties".
WHEREAS, the City desires to secure the services of Donna Dziedzic ("Dziedzic"), as
the Interim Director of the Evanston Public Library (the "Library') and Dziedzic is under contract
with the Independent Contractor;
WHEREAS, the City, the Independent Contractor and Dziedzic believe that a written
Agreement Is necessary to specifically describe their relationship, to serve as the basis of
effective communication between them, and to describe the terms and conditions thereof;
NOW THEREFORE, the City and the Independent Contractor agree as follows:
1) Services. Effective on the first day of the Term, the City hereby retains Dziedzic,
through the Independent Contractor, to perform the functions and services described below.
The City acknowledges that Dziedzic's ability to carry out the work required relies upon
Dziedzic's past experience in the industry and in providing similar services to others, and the
City expects Dziedzic to continue such work in the future. The City recognizes that the
method(s) used to perform such services is/are at the discretion of Dziedzic. Dziedzic shall be
the administrative head of the Library, shall report to the City Manager, and shall have the
following two main objectives during the Term:
(a) To assist the City and the Library with the transition to a municipal library
as defined in the Public Library District Act, 75 ILCS 5/1 et seq. and other applicable
Illinois laws; and
(b) To serve in an advisory capacity to the City Manager, Library Board and
other appropriate Library staff members.
2) Term. This Agreement shall begin September 6, 2011 and shall continue in
effect to February 29, 2012. The Parties may agree, in writing, to a three (3)-month, renewable
extension of said Term.
3) Compensation. The City agrees to compensate the Independent Contractor for
services rendered by Dziedzio pursuant hereto at the rate of Seventy -Five and no/100 Dollars
($75.00) per hour. Except when granted prior authorization by the City Manager, the maximum
hours per week for which Dziedzic can perform services and bill the City shall be Thirty -Seven
and One -Half (37.5) hours. Payments shall be preceded by an invoice from the independent
Contractor, to be submitted monthly, which the City shall then pay in the ordinary course of
business.
4) Relationship. The Independent Contractor agrees that Dziedzic will perform the
Services hereunder solely as an Independent Contractor employment relationship. The Parties
recognize that this Agreement does not create any actual or apparent agency, partnership,
franchise, or relationship of employer and employee between the Parties for any purposes, in
the course of all work performed pursuant to this Agreement, the Independent Contractor shall
Agreement between the Interim Library Director and the City of Evanston, Illinois
abide by the City's Code of Ethics as set forth in Section 1-10-4 of the Evanston City Code of
1979, as amended ("City Code"). For the purposes of the Code of Ethics, the Independent
Contractor shall be considered a "municipal officer." The Independent Contractor is not
authorized to enter into or commit the City to any agreements, without the prior consent of the
City Manager or his designee. The City acknowledges and agrees that the Independent
Contractor may have other clients to which she performs other services and the Independent
Contractor is not exclusively working for the City within the aforementioned Term.
5) Benefits. The Independent Contractor shall not be entitled to participate in any
of the City's benefits, including, but not limited to, any health or retirement plans. The
Independent Contractor shall not be entitled to any remuneration, benefits, or expenses other
than as specifically provided for in this Agreement. The City shall not be liable for taxes,
Worker's Compensation, unemployment insurance, employers' liability, employer's FICA, social
security, withholding tax, or other taxes or withholding for or on behalf of the Independent
Contractor in performing Services under this Agreement. All such costs shall be Independent
Contractor's responsibility to review, determine and pay, as Independent Contractor and
Dziedzic determine is/are appropriate under applicable law.
6) Hotel Expenses. The City will reimburse the Independent Contractor for hotel
expenses at the Hilton drrington Hotel, 1710 Crrington Avenue, Evanston, IL, The Parties
anticipate that the Dziedzic will reside at said hotel one (1) to two (2) days per week during the
Term of this Agreement.
7) Indemnification and Insurance.
(a) The City shall indemnify and hold harmless the Independent Contractor
against claims arising out of the performance of the Services and obligations under this
Contract. In regards to all other claims, the Independent Contractor shall defend,
indemnify and hold harmless the City and its officers, elected and appointed officials,
agents, and employees from any and all liability, losses or damages as a result of
claims, demands, suits, actions, or proceedings of any kind or nature, including but not
limited to costs, and fees, including reasonable attorney's fees, judgments or
settlements, resulting from or arising out of any negligent or willful act or omission on the
part of the Independent Contractor. Such indemnification shall not be limited by reason
of the enumeration of any insurance coverage. This provision shall survive completion,
expiration or termination of this Agreement. Nothing herein shall be construed as a
limitation or waiver of defenses available to the City and employees and agents,
including but not limited to the Illinois Local Governmental and Governmental Employees
Tort Immunity Act, 745 ILCS 10l1-101 et seq.
(b) The Independent Contractor shall, at its own expense, secure and maintain in
effect throughout the duration of this contract, insurance against claims for injuries to
Independent Contract, including workers compensation claims, which may arise from or
in connection with the performance of the work hereunder by the Independent
Contractor. The Independent Contractor warrants that Dziedzic will not file any worker's
compensation claims against the City relating to work performed during the term of this
Agreement.
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Agreement between the Interim Library Director and the City of Evanston, Illinois
8) Proprietary Rights. in connection with the performance of Services hereunder,
the Independent Contractor may be exposed to confidential and proprietary information of the
City, whether or not so identified. The Independent Contractor acknowledges that Dziedzic has
no right to or interest in any and all of her work product produced, resulting from the Services
performed hereunder. Said work product shall remain the property of the City and the Library
following the termination of this Agreement.
9) Termination. The City may terminate this Agreement at will. This Independent
Contractor may terminate this Agreement only upon fifteen (15) days' prior written notice.
10) Amendments. Any amendments or modifications to this Agreement shall be in
writing and bear the signatures of the duly authorized representatives of the Parties. The City
Manager, after consultation and mutual agreement with the Independent Contractor, may fix any
such other terms and conditions of employment as he may determine necessary and expedient,
relating to the performance of the Independent Contractor, provided such terms and conditions
are not inconsistent with or in conflict with the provisions of this Agreement, the City Code, or
any other applicable law or regulation.
11) Notices. Notices pursuant to this Agreement shall be given by deposit in the
custody of the United States Postal Service, postage prepaid, addressed as follows:
(a) If to City: City of Evanston
Law Department
2100 Ridge Avenue, Room 4400
Evanston, Illinois 60201
Phone 847-866-2937
mmasoncup@cityofevenston.org
(b) If to Independent Contractor: Miriam Pollack + Associates
1066 Shermer Road, Suite 30
Northbrook, IL 60062
Phone 847-272-5011
mi(ampoliack@comcast.net
Alternatively, notices required pursuant to this Agreement may be personally served in the same
manner as is applicable to civil judicial practice. Notice shall be deemed given as of the date of
personal service or as of the date of deposit of such written notice in the course of transmission
in the United States Postal Service.
12) General Provisions.
(a) The text herein shall constitute the entire agreement between the Parties.
The Independent Contractor and Dziedzic recognize that all representations, warranties,
and understandings within this Agreement are binding upon both parties.
(b) This Agreement may not be assigned or transferred by either Party
without the prior written consent of the other Party.
(c) If any provision, or any portion thereof, contained in this Agreement is
held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or
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Agreement between the Interim Libraiij Director and the City of Evanston, Illinois
portion thereof, shall be deemed severable, shall not be affected and shall remain in full
force and effect.
(d) The laws of the State of Illinois shall govern the construction, validity,
performance, and enforcement of this Agreement. Venue as to any action, claim, or
proceeding arising out of, or based upon this Agreement, including, but not limited to,
any action for declaratory or injunctive relief, shall be the appropriate Court sitting in
State or Federal Court in Illinois. The City may recover all losses, attorney's fees and
costs expended in pursuing a remedy, or reimbursement, at law or in equity, against
Independent Contractor.
13) Effective Date. The Agreement shall become effective upon execution
by both Parties.
IN WITNESS WHEREOF, the City of Evanston has caused this Agreement to be signed
and executed in its behalf by its City Manager, and duly attested by its City Clerk, and the
Independent Contractor has signed and executed this Agreement, on dates set forth below.
City of Evanston
(Waiterwicy Manager
City of Evansto , Illinois
Date: �fie/ 2011
Clerk
Miriam Pollack & o no.
/.%'/ r-- v/
By: Miriam Pollack
An Illinois corpor an
Date: �3 '2011
a
STATE OF ILLINOIS )
) ss.
THIS IS TO CERTIFY that on this ( day 2011, before me, the
undersigned, a Notary Public in and for the St
Ili is, duly commissioned and sworn,
personally appeared Miriam Pollack of Miriam Pollack Associates, Inc. known to be the
person described in and who executed the foregoing instrument, and acknowledged to me that
he or she signed and sealed the same freely and voluntarily for the uses and purposes therein
mentioned.
WITNESS my hand and official seal the day andygar1iTthis certzt
ten.
I lkiCkO- R ILLINOI,S,/
LOFFICIAL SEAL" y Commission Expires:
ERIC ROBBINS
NOTARY PUBLIC, STATE OF ILLINOISommission Expires04110/2015
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