INDEPENDENT CONTRACTOR AGREEMENT FOR LEGAL SERVICES (hereinafter the "Agreement") made this _____ day of ______________, 2009, BETWEEN ____________________. whose address is _______________________________________________ (hereinafter the "Counsel"), AND NORTHERN ARIZONA INTERGOVERNMENTAL PUBLIC TRANSPORTATION AUTHORITY, a corporate body and political subdivision of the State of Arizona (“NAIPTA”), whose address is 2300 South Huffer Lane, Flagstaff, Arizona 86001, (hereinafter the "NAIPTA"); WHEREAS: A. NAIPTA requires the services of a qualified attorney to provide legal services and serve as general counsel to NAIPTA; and NAIPTA has determined that Counsel is qualified to provide legal services and serve as general counsel to NAIPTA; and Counsel has submitted a successful quote for providing legal advice and documentation; and NAIPTA wishes to engage Counsel to provide legal services and serve as general counsel to NAIPTA, and Counsel wishes to provide such services pursuant to the terms and conditions set forth in this Agreement.
B.
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D.
NOW, THEREFORE, in consideration of their mutual promises set out herein, Counsel and NAIPTA agree as follows:
I.
Scope of Work Counsel agrees to provide the following legal services for NAIPTA: • • • Attend regular meetings of the NAIPTA Board; attend special meetings and committee meetings upon request; Negotiate, draft and review contracts and assist in the drafting assist in the drafting of legislation upon request; Provide routine legal advice on matters including the Open Meeting Law, conflicts of interest, public records, contracts, employment and personnel matters;
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• • •
Research and provide legal memoranda as necessary; Appear upon request to represent NAIPTA before courts, legislative committees and other bodies. Any other tasks that may have been included in RFQ 2009-204. By reference herein, the contents and requirements of RFQ2009-204 become a part of this contract document.
Counsel further agrees to provide a basic acknowledgement and/or response within 48 hours of inquiries.
II.
Compensation NAIPTA will pay Counsel for legal advice and documentation at the following rates: Senior Partner / Shareholder Senior Associates Junior Associate Paralegals $_____ _____ _____ ______
A.
Total Compensation payable under this Agreement, exclusive of reimbursements pursuant to paragraph “B” shall not exceed Fifty Five Thousand Dollars ($55,000.00). B. In addition to the Compensation provided in Paragraph “A” NAIPTA will reimburse Counsel for certain costs and disbursements. All costs and other disbursements for outside services not specified herein shall be billed at actual cost. All copying charges shall be billed at no more than twenty cents ($.20) per page, which may include an allocation of the Counsel’s overhead and thus exceed actual cost. To the extent practical, large photocopying tasks will be sent out to an outside copy service in an effort to further reduce photocopying costs. On-line database retrieval charges (i.e., Lexis, Westlaw, CompuServe, Dialogue, etc.) shall be billed at actual cost or Counsel’s best approximation thereof in the absence of per copy or permanent charges based upon actual time of use. Facsimile transmissions will be billed at the rate of one dollar ($1.00) per page, an amount estimated to cover Counsel’s direct and indirect costs associated with such services. Travel reimbursement is subject to pre-approval of NAIPTA and subject to State of Arizona ”Travel Rate Index” for mileage, lodging, and meals as per NAIPTA Travel Policy, in accordance with A.R.S. 11-215.
C.
III.
Term of Agreement The term of this agreement is from July 1, 2009 to June 30, 2010. This agreement can be renewed for no more than one additional year by agreement of both parties.
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IV.
Termination of Agreement Either party may terminate this agreement by giving the other party 30 days prior written notice of termination. NAIPTA will accept and pay for legal advice provided by Counsel prior to the date of termination.
V.
Insurance The Counsel will provide and maintain and cause its sub-contractors to provide and maintain appropriate insurance acceptable to NAIPTA. A. In no event will the total coverage be less than the minimum insurance coverage specified below: 1. Professional Liability in an amount not less than One Million Dollars ($1,000,000) per occurrence. 2. Commercial General Liability in an amount not less than One Million Dollars ($1,000,000) per occurrence. B. The Counsel will name NAIPTA, its agents, officials and employees as additional insureds, except for professional liability insurance, if any, and will specify that the insurance afforded by the Counsel is primary insurance and that any insurance coverage carried or self-insurance by NAIPTA, any department or any employee will be excess coverage and not contributory insurance to that provided by the Counsel. Said policy must contain a severability of interest provision. NAIPTA reserves the right to continue payment of premium for which reimbursement will be deducted from amounts due or subsequently due Counsel. Upon the execution of this Agreement by the Counsel, Counsel will furnish NAIPTA with copies of the Certificates of Insurance drawn in conformity with the above insurance requirements. NAIPTA reserves the right to request and receive certified copies of any or all of the above policies and/or endorsements. Failure on the part of Counsel to procure and maintain the required liability insurance and provide proof thereof to NAIPTA within ten (10) days following the commencement of a new policy, will constitute a material breach of the Agreement upon which NAIPTA may immediately terminate the Agreement. Counsel will comply with statutory requirements for both workers’ compensation and unemployment insurance coverage during the term of this Agreement. A Certificate of Insurance for workers’ compensation coverage will be provided within ten (10) days of signing this Agreement. The insurer must agree to waive all rights of subrogation against NAIPTA, its officers, agents, employees and volunteers for losses arising from work performed by the Counsel for NAIPTA.
C.
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VI.
Indemnification Counsel will at all times, to the fullest extent permitted by law, indemnify, keep indemnified, defend and save harmless NAIPTA and/or any of its agents, officials and employees from any and all claims, demands, suits, actions, proceedings, losses, costs and/or damages of every kind and description, including any attorney’s fees and/or litigation expenses, which may be brought or made against or incurred by NAIPTA on account of loss of or damage to any property or for injuries to or death of any person, caused by, arising out of, or contributed to, in whole or in part, by reason of any alleged act, omission, professional error, fault, mistake, or negligence of Counsel, its employees, agents, representatives, or subcontractors, their employees, agents, or representatives in connection with or incidental to the performance of this Agreement or arising out of Workers’ Compensation claims, Unemployment Compensation claims, or Unemployment Disability Compensation claims of employees of the Counsel and/or its subcontractors or claims under similar such laws or obligations. Counsel’s obligations under this paragraph do not extend to any liability caused by the sole negligence of NAIPTA or its employees.
VII.
Counsel’s Status Counsel will operate as an Independent Contractor and not as an officer, agent, servant, or employee of NAIPTA. A. Counsel will be solely responsible for the acts and omissions of its officers, agents, servants, and employees. As an independent contractor, Counsel is responsible for the payment of all applicable income and employment taxes and for providing all workers’ compensation insurance required by law. Counsel has no authority to enter into contracts or agreements on behalf of NAIPTA. This Agreement does not create a partnership between the parties.
B.
VIII.
Amendment and Entirety of Contract This document constitutes the entire agreement between the parties with respect to the subject matter hereto and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings, agreements and other communications between the parties. It may not be changed or modified except by an instrument in writing signed by a duly authorized representative of each party.
IX.
Records Counsel will: A. Submit all reports and invoices specified in this Agreement.
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B.
Retain and contractually require each subcontractor to retain all data and other records relating to the acquisition and performance of this Agreement (hereinafter the “Records”) for a period of five (5) years after the termination or completion of this Agreement. If any litigation, claim, dispute or audit is initiated before the expiration of the five (5) year period, the Records will be retained until all litigation, claims, disputes or audits have been finally resolved. All Records will be subject to inspection and audit by NAIPTA at reasonable times. Upon request the Counsel will produce a legible copy of any or all Records.
X.
Approval by NAIPTA Before this Agreement can become effective and binding upon NAIPTA, it must be approved by NAIPTA Board. In the event that the Board fails or refuses to approve this Agreement, it will be null and void and of no effect whatsoever.
XI.
Waiver
The failure of either party at any time to require performance by the other party of any provisions hereof will in no way affect the party’s subsequent rights and obligations under that provision. Waiver by either party of the breach of any provision hereof will not be taken or held to be a waiver of any succeeding breach of such provision or as waiver of such provision itself. XII. Non-assignment This Agreement is non-assignable. Any attempt to assign any of the rights, duties or obligations of this Agreement is void.
XIII.
Cancellation of Agreement This Agreement may be cancelled by NAIPTA pursuant to A.R.S. §38-511.
XIV.
Non-discrimination Counsel will comply with State Executive Order No. 99-4 and all other applicable Federal and State laws, rules and regulations prohibiting discrimination.
XV.
Notice Any notice given in connection with this Agreement must be given in writing and delivered either by hand to the party or by certified mail-return receipt to the party’s place of business as set forth above.
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XVI. Choice of Law Any dispute under this Agreement or related to this Agreement will be decided in accordance with the laws of the State of Arizona.
XVII. Severability
If any part of this Agreement is held to be unenforceable, the rest of the Agreement will nevertheless remain in full force and effect. XVIII. Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, binding on all of the Parties.
(Signature Page Follows)
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IN WITNESS WHEREOF, NAME OF COMPANY has caused this name of contract to be executed by its duly authorized representative, this _____ day of _______________, 200__. NAME OF COMPANY By: _____________________________ Its: _____________________________ _________________________________ (Signature)
STATE OF ________________} } ss. County of ________________} This instrument was acknowledged before me this ____ day of ___________________, 200__ by____________________________________________________________________(Grantor) . IN WITNESS WHEREOF I hereunto set my hand and official seal.
Notary Seal ____________________________________________ Notary Public ===================================================================== IN WITNESS WHEREOF, NAIPTA has caused this document to be executed by its duly authorized representative, this _____ day of _______________, 200__. NAIPTA By: _____________________________ Its: _____________________________ _________________________________ (Signature) Approved as to form: By_____________________ Fredda J. Bisman General Counsel, NAIPTA ATTEST:
Clerk of the Board
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