INDEPENDENT CONTRACTOR AGREEMENT FOR THE TRANSCRIPTION OF WESTMONT PLANNING AND ZONING COMMISSION MEETING MINUTES

Transcription

1 INDEPENDENT CONTRACTOR AGREEMENT FOR THE TRANSCRIPTION OF WESTMONT PLANNING AND ZONING COMMISSION MEETING MINUTES THIS INDEPENDENT CONTRACTOR AGREEMENT ( Agreement ) is dated this day of February, 2014 and is by and between the Village of Westmont, an Illinois municipal corporation ( Village ) and Kristine Turano ( Contractor ). WHEREAS, the Village is in need of an individual to provide transcription services on an independent contractor basis to transcribe minutes of public meetings of the Westmont Planning and Zoning Commission ( PZC ); and WHEREAS, Contractor is willing to provide such services to the Village under the terms and conditions set forth in this Agreement; and WHEREAS, the Village finds that this Agreement is for a proper public purpose and that Contractor will be performing a valuable public service to the Village; and WHEREAS, the Village further finds that the use of an independent contractor for such services makes fiscal and operational sense for the Village. NOW, THEREFORE, in consideration of the mutual consideration exchanged between the parties as set forth herein, the receipt and sufficiency of which is mutually acknowledged, the parties agree as follows: 1. Independent Contractor Scope of Services. Contractor shall be responsible with viewing the audio-video of each Westmont PZC meeting (held once per month)(in addition to any special meetings which may be called) and accurately transcribing the minutes of such meetings in accordance with the meeting minute requirements of the Illinois Open Meetings Act. Contractor may use editorial discretion in summarizing the contents of such meetings. Contractor shall prepare such minutes in a similar form and manner as previous Westmont PZC minutes. Contractor shall ensure that such minutes are transcribed and provided to the Community Development Department at least seven (7) days before the next-scheduled Westmont PZC meeting. Contractor shall make any corrections to such minutes as directed by the Westmont PZC. Contractor agrees to conduct herself in a professional and courteous manner with both the community and Village staff and comply with all laws and regulations of the federal, state, county and Village governments. 2. Compensation. Contractor shall charge the Village at the rate of $ per Westmont PZC meeting for the services provided under this Agreement. Contractor shall

2 bill the Village within thirty (30) days of the performance of work. The Village agrees to pay Contractor upon receipt of properly documented billing from Contractor, subject to the approval by the Board of Trustees of the semimonthly finance ordinances. To the extent that Contractor rendered services (preparation of PZC meeting minutes consistent with this Agreement) to the Village at the Village s request prior to the approval and execution of this Agreement by the parties, the Village agrees to pay for such services at the rate set forth in this Agreement. 3. Duties of the Village. The Village agrees to the following in support of Contractor s services under this Agreement: A. To timely provide the audio-video of each month s Westmont PZC meeting to Contractor for transcription of the meeting minutes. B. To provide a template of past minutes of the Westmont PZC to Contractor for guidance in preparing future minutes. C. To timely provide the draft minutes to the Westmont PZC for approval. D. To communicate any changes to the minutes to Contractor which are made by the PZC Commission. E. To timely pay Contractor s bills which properly document the services provided. F. To provide such other support services to Contractor as may reasonably be required in conjunction with this Agreement and which are not inconsistent with this Agreement. 4. Independent Contractor. Contractor understands, agrees and acknowledges that the services rendered and to be rendered by Contractor to the Village shall be those of an independent contractor. Contractor is not an employee of the Village and is not entitled to any benefits usually paid or payable to an employee, such as worker's compensation or unemployment compensation coverage, health and accident coverage, retirement benefits, social security or federal income tax withholding, etc. In this regard, the Village will not control the hours that Contractor performs the services under this Agreement, or the method by which the Contractor performs the services under this Agreement. Aside from the obligations of the Village under this Agreement, Contractor shall be responsible for providing her own computer, paper and other supplies necessary to transcribe and transmit the Westmont PZC meeting minutes to the Village.

3 In consideration of the terms and benefits of this agreement, Contractor expressly agrees as an independent contractor to waive any and all claims against the Village for violation of the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866 (42 U.S.C. '1981), the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the Illinois Human Rights Act, the Illinois Workers Compensation Act, the Illinois Wage Payment and Collection Act, and agree to waive any claims for unemployment compensation coverage. 5. Term. This Agreement shall remain in full force and effect until terminated by either party by giving not less than thirty (30) days written notice to the other. At the time of such termination, Contractor shall return to the Village (or otherwise account for as the case might be) all Village property and records in Contractor s possession. The Village will promptly pay Contractor any and all sums due as of the effective date of termination upon receipt of final billing from Contractor. 6. Confidential Information. For purposes of this Agreement, Confidential Information shall mean confidential and proprietary technical, business and financial information including, but not limited to, information with respect to residents of the Village, concepts, ideas, research, financial figures, personnel, statistical data, computer programs and information with respect to various techniques, procedures, processes and methods and any other information (not then known to the general public) in any way learned by you during your work for the Village. In consideration for Contractor s performing independent contractor work for the Village and the Village s payments to Contractor for this work and the Village s agreement to provide Contractor with Confidential Information as needed by Contractor for Contractor s work for the Village, Contractor agrees that she shall not, whether during the term of this Agreement or thereafter, disclose any Confidential Information of the Village or its agents to any third party or use such information for Contractor s own benefit or for the benefit of any third party without the written consent of the Village, until such time as that Confidential Information shall have properly become known to the general public. 7. Indemnity / Hold Harmless Agreement. To the fullest extent permitted by law, Contractor hereby agrees to defend, indemnify and hold harmless the Village, its officials, agents and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, cost and expenses, which may in anywise accrue against the Village, its officials, agents and employees, arising in whole or in part or in consequence of the performance of work by Contractor, or by Contractor s employees, or subcontractors, or which may in anywise result therefrom, except that arising out of the sole legal cause of the Village, its officers, agents or employees. Contractor shall, at your Contractor s expense,

4 appear, defend and pay all charges of attorneys and all costs and other expenses arising there from or incurred in connection therewith, and, if any judgment shall be rendered against the Village, its officials, agents and employees, in any such action, Contractor shall, at Contractor s own expense, satisfy and discharge the same. 8. Remedies. Contractor recognizes that a breach or threatened breach of the provisions of the Agreement may give rise to irreparable injury to the Village, inadequately compensable in damages and, accordingly, agrees that the Village may seek and obtain injunctive relief, temporary, preliminary or permanent, against such breach or threatened breach, in addition to any other remedy available to the Village at law or in equity. Contractor hereby waives any right to require the Village to obtain a bond in connection with such proceedings. The Village shall also be entitled to recover from Contractor its reasonable attorneys' fees and costs of any action that it successfully brings against Contractor for breach or threatened breach of this Agreement. 9. Severability. The parties agree that each and every paragraph, sentence, term or provision of this Agreement shall be considered severable and that, in the event that a court finds any paragraph, sentence, term or provision to be invalid or unenforceable, the validity and enforceability, operation or effect of the remaining paragraphs, sentences, terms and provisions shall not be affected and this Agreement shall be construed in all respects as if the invalid or unenforceable matter had been omitted or limited. 10. Contractor Representations. Contractor expressly represents and warrants that Contractor is presently subject to no contract or agreement with any person, firm or corporation which would prevent, restrict or hinder Contractor in the performance of the duties and obligations under this Agreement. Contractor agrees that Contractor will not make any agreements with or commitment to any person, firm or corporation that would prevent, restrict or hinder Contractor in the performance of Contractor s duties or obligations under this Agreement. 11. Choice of Law. Illinois law shall govern the construction, enforceability and interpretation of this Agreement. The parties intend the provisions of this Agreement to supplement, but not displace, their respective rights and responsibilities under the laws of the State of Illinois, as amended from time to time. The failure of either party to insist upon performance of any of the provisions of this Agreement or to pursue their rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights. 12. Notice. Any notice which is required to be sent under this Agreement shall be delivered by either hand-delivery or by first class U.S. mail, addressed to the parties as follows:

5 If to the Village: If to Contractor: Village of Westmont Attention: Village Manager 31 West Quincy Street Westmont, IL Kristine Turano 5 S 450 Vest Avenue Naperville, IL IN WITNESS WHEREOF, the parties have agreed to this Agreement on the date first written above. VILLAGE OF WESTMONT KRISTINE TURANO By: By: Ronald Searl, Village Manager Kristine Turano