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HomeMy WebLinkAboutContractor - O'Connor Law, LLC - auto renewalCITY OF CENTRAL POINT INDEPENDENT CONTRACTOR AGREEMENT O'Connor Law, LLC Date: August 1, 2019 . This Agreement is entered into on the date first set forth above, by and between O'CONNOR LAW, LLC, an Oregon limited liability company in Jackson County, Oregon, (hereinafter "Contractor") and the CITY OF CENTRAL POINT (hereinafter "City"). City and Independent Contractor shall be collectively referred to in this Agreement as the "parties." WHEREAS, City seeks to contract for legal services; WHEREAS, Independent Contractor is in the business of providing legal services; NOW THEREFORE IN CONSIDERATION of the mutual promises set forth below, the parties hereby agree as follows: Section 1 Services to be Provided Independent Contractor agrees to perform the following services pursuant to the terms and conditions of this agreement: providing routine legal advice, consultation and opinions for City Council and staff; assist in preparing and reviewing ordinances, resolutions, agreements, contracts and related documents; attend City Council meetings, Planning Commission meetings, and other meetings as necessary, and provide other non -routine services as needed. Section 2 Term of Agreement The initial term of this agreement shall begin on the date of this Agreement and shall continue for a period of one (1) year unless terminated by City or Independent Contractor. Upon expiration of the initial term of this Agreement, this Agreement shall automatically renew on the same terms and conditions for successive one-year periods, unless either party notifies the other that the Agreement is not to continue beyond the current year. Section 3 Declaration of Relationship Between the Parties The parties intend and agree that Independent Contractor is engaged in a distinct independent occupation or business. The parties further agree that Independent Contractor shall have control of the work and the manner in which it is performed. City has no right to control the manner or means by which the work is performed, except as otherwise agreed or as required by law. Independent Contractor is not considered an employee of City and is not entitled to the benefits provided by City to any employee or future employee, including, but not limited to workers' compensation insurance, unemployment insurance, and pension plans. Independent Contractor shall not identify himself to third parties as an employee of City. Attorney Contract August 1, 2019 Page I of 4 Section 4 Furnishing Supplies and Equipment Independent Contractor shall furnish its own supplies at his own expense. Section 5 Expenses Incurred by Independent Contractor Independent Contractor is solely responsible for expenses incurred by Independent Contractor in the performance of services for City. City shall not reimburse Independent Contractor for any such expenses. Such expenses include entertainment expenses, license, dues, auto expenses and insurance. Notwithstanding the foregoing, City shall be liable for client related expenses such as depositions, filing fees, recordation charges, etc. Section 6 Right of City to Supervise and Inspect Independent Contractor shall have the authority to control and direct the performance of the work done under the Agreement. However, the work shall be subject to City's general right of inspection and supervision. Section 7 Limitation on Delegation of Personal Services by Independent Contractor The work and services provided for herein shall be performed by Independent Contractor, and Independent Contractor may not delegate or assign any work hereunder without written consent by City. Section 8 Compensation As compensation for performance hereunder, City shall pay Independent Contractor an hourly rate of $265.00 per hour. Independent Contractor may bill out services of legal assistants in some instances at the rate of $75.00. Notwithstanding the provisions of Section 1, rates are subject to an annual increase of $10.00 per hour. Section 9 Independent Contractor's Insurance Responsibilities City does not withhold Independent Contractor's federal income, state income, or FICA taxes. City does not provide workers' compensation insurance or unemployment insurance for Independent Contractor either. Independent Contractor is responsible to elect workers' compensation insurance for itself and for paying all workers' compensation dues. Independent Contractor is personally responsible for any insurance, taxes, and workers' compensation for its employees. Section 10 Liability of Independent Contractor Independent Contractor shall be responsible for performing work under this Agreement in a skillful manner and shall be liable for its negligence or wrongful intentional or reckless conduct. All work shall be done at Independent Contractor's risk. Attorney Contract August 1, 2019 Page 2 of 4 Section 11 Termination Either party has the right to terminate this Agreement, with or without cause, upon thirty (30) days written notice to the other party or immediately upon the written mutual consent of the parties. Section 12 Severability All agreements and covenants contained herein are severable, and in the event any or part of them shall be held to be invalid by any competent court, this contract shall be interpreted as if such invalid agreements or covenants, or any part thereof, were not contained herein. Section 13 Choice of Law This Agreement shall be construed in accordance with the laws of the State of Oregon. In any action, special proceeding or other proceeding which arises out of, in connection with, or by reason of this Agreement, the laws of the State of Oregon shall be applicable and shall govern the jurisdiction in which any action or special proceeding may be instituted. Section 14 City Attorney Daniel O'Connor, an attorney with Contractor, shall serve as and is appointed as special legal counsel for the City of Central Point, effective July 1, 2019 ("Counsel"). Counsel shall attend meetings of the City Council upon the request of the City Manager, and other meetings when necessary, including meetings as may be requested by the City Manager for the administration of the City. Unless otherwise specifically agreed between City and Contractor, no travel time or mileage shall be charged by Contractor for such meetings. Section 15 Waiver or Modification No waiver by either party, whether express or implied, of any provision of this Agreement shall constitute a continuing waiver of such provision or waiver of any other provision of this Agreement. No waiver by either party, whether express or implied, of any breach or default by the other party, shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement. No modifications to this Agreement are valid unless in writing and signed by City and Independent Contractor. Attorney Contract August 1, 2019 Page 3 of 4 This Agreement has been executed on the date first stated above. CITY OF CENTRAL POINT: By: Chris Clayton v Its: Manager INDEPENDENT CONTRACTOR: O'CONNOR LAW, LLC By: Danierb. O'Connor, OSB No. 950444 Its: Sole Member Attorney Contract August 1, 2019 Page 4 of 4