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HomeMy WebLinkAboutInstallation of 4 HD Cameras in Council ChambersINDEPENDENT CONTRACTOR CONTRACT BETWEEN THE CITY OF EVANSTON AND STEVE BARTLEBAUGH This Independent Contractor Contract (this "Contract") is made and entered into by and between the CITY OF EVANSTON, an Illinois home rule municipal corporation (the "City") and, STEVE BARTLEBAUGH, an individual (the "Independent Contractor"). The City and the Independent Contractor shall be referred to herein collectively as the "Parties". WHEREAS, the City desires to employ the services of the Independent Contractor to manage the installation project of four HD cameras in the City Council chambers (the "Project"); and WHEREAS, both the City and the Independent Contractor believe that a written contract is necessary to specifically describe their relationship, to serve as the basis of effective communication between them, and to describe the terms and conditions of contractor services. NOW THEREFORE, the City and the Independent Contractor agree as follows: 1) Services. The City hereby contracts with the Independent Contractor to perform such functions and services described below in this paragraph. The City recognizes that the method(s) used to perform such services is in the discretion of the Independent Contractor. The Independent Contractor's two main objectives for the Project are the following: (a) Write a scope of work for the bid associated with the installation of four (4) HD cameras with pan/tilt system capabilities and video mixer installed in the City Council chambers; (b) Review the bid responses for the Project with City staff to evaluate the responses based on completion of the required submission documents, credentials of the applicant(s), estimated costs, and other related items; and (c) Manage the Project to completion of the installation of the aforementioned technology in the City Council chambers. 2) Term. The Independent Contractor will be retained by the City from December 3, 2012 to the completion date of the specified Project. Following completion of the Project, this Contract shall terminate. 3) Payment for Services. The City agrees to pay the Independent Contractor for his services rendered at the rate of 10% of the winning bid Project cost. Under no circumstance shall the payment exceed $4,000.00 (Four Thousand and no/100 Dollars). Payment shall be preceded by an invoice from the Independent Contractor and after completion of the Project, which the City shall then pay in accordance with the Local Government Prompt Payment Act, 50 ILCS 50511 et seq., terms and conditions. 4) Relationship. The Independent Contractor agrees to perform the Services hereunder solely as an Independent Contractor. The parties to this Contract recognize that this Contract does not create any actual or apparent agency, partnership, or employment relationship between the Parties. The Independent Contractor is not authorized to enter into or commit the City to any agreements, without the prior written consent of the City Manager or his designee. The City acknowledges and agrees that the Independent Contract may have other clients to which he performs other services and the Independent Contract is not exclusively working for the City within the aforementioned Term. 5) Benefits. Further, the Independent Contractor shall not be entitled to participate in any of the City's benefits, including without limitation 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 Contract. 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 Contract. All such costs shall be Independent Contractor's responsibility. 6) Indemnification. The Independent Contractor hereby fully releases and discharges the City, its officers, elected officials, agents, attorneys, contractors, and employees from any and all claims from injuries, including death, damages or loss, which may arise or which may be alleged to have arisen out of, or in connection with this Contract. The Independent Contractor agrees to indemnify the City from all judgments, payments, damages and claims relating to the performance of this Contract, including all costs, expenses and attorneys' fees incurred by these parties in defending against such claims, unless it is the result of willful misconduct on part of the City. Nothing contained herein shall be construed as prohibiting the City, or its officers, agents, or employees, from defending through the selection and use of their own agents, attorneys, and experts, any claims, actions or suits brought against them. The Independent Contractor shall be liable for the reasonable costs, fees, and expenses incurred in the defense of any such claims, actions, or suits. 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 10/1-101 et seq. 7) Proprietary Rights. In connection with the performance of Project 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 he has no right to or interest in any and all of his work product produced, resulting from the services performed hereunder. Said work product shall remain the property of the City following the termination of this Contract. -2- 8) Default. This Contract may be terminated: by either party upon fifteen (15) days prior written notice if the other party breaches or is in default of any obligation hereunder and such default has not been cured within such fifteen (15) day period. 9) Assignment. The Parties acknowledge and agree that this Contract cannot be assigned or transferred without the prior written consent of the other party. 10) Notices. Notices pursuant to this Contract shall be given by deposit in the custody of the United States Postal Service, postage prepaid, addressed as follows: (a) City: City of Evanston Attn: City Manager 2100 Ridge Avenue Evanston, Illinois 60201 with a copy to: (b) Independent Contractor: City of Evanston Attn: Corporation Counsel 2100 Ridge Avenue Evanston, IL 60201 Steve Bartlebaugh 1024 Isabella Street Wilmette, IL 60091 Alternatively, notices required pursuant to this Contract 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. 11) General Provisions. (a) The text herein shall constitute the entire agreement between the parties. Any amendments or modifications to this Contract shall be in writing and bear the signatures of the duly authorized representatives of the Parties. (b) If any provision, or any portion thereof, contained in this Contract is held unconstitutional, invalid or unenforceable, the remainder of this Contract, or portion thereof, shall be deemed severable, shall not be affected and shall remain in full force and effect. (c) The laws of the State of Illinois shall govern the construction, validity, performance, and enforcement of this Contract. Venue as to any action shall be the Circuit Court of Cook County. -3- IN WITNESS WHEREOF, the City of Evanston has caused this Contract to be signed and executed on this 4 tk day of 4:P,h , , 2013. CITY OF EVANSTON: '/ Wally Bobkiewicz, City Manager Approved as to form: W. Grant Farrar Corporation Counsel By: Ni ek STEVE BARTLEBAUGH By: fix/✓ -4-