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Res 1468 - Appt L Walton Adm Pr --- COUNCIL BILL NO. 1868 RESOLUTION NO. 1468 A RESOLUTION APPOINTING LELAND WALTON AS ADMINISTRATOR PRO TEM; DECLARING THE CITY COUNCIL'S INTENTION TO APPOINT A FULL- TIME CITY ADMINISTRATOR; ENTERING INTO AN AGREEMENT WITH WALDRON RESOURCES TO PROVIDE SAID ADMINISTRATOR PRO TEM; AND AUTHORIZING THE MAYOR TO SIGN SAID AGREEMENT. WHEREAS, the City Administrator has resigned effective February 28, 1998; and WHEREAS, the Woodburn Charter requires that the City Council appoint an Administrator Pro Tern to serve until a full-time City Administrator is appointed; and WHEREAS, Waldron Resources is an entity that is available to contract with the City and to provide an Administrator Pro Tern to perform needed services on an hourly basis; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That, pursuant to Section 21 (e) of the Woodburn Charter, Leland Walton is hereby appointed Administrator Pro Tern effective March 1, 1998 and shall serve in this capacity for a four-month period or until the City Council appoints a full-time Administrator. Section 2. That the City Council hereby declares its intention to appoint a full-time Administrator. Section 3. That the City enter into an agreement with Waldron Resources to provide Leland Walton as Administrator Pro Tem on an hourly basis. Section 4. That the Mayor is authorized to execute, on behalf of the city, said agreement with Waldron Resources, a copy of which is affixed hereto as Attachment "P:' and by this reference is incorporated herein. Approved as to form?l.~~ City Attorney 2.12111 'b Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Offic of th~der ATTEST: 7 a-<.. r Mary Te t, City Recorder City ofW oodbum, Oregon Date "7"'7 ~ APPROVED: /~/c..-.-.......__ ~ Jl . 4-4-"....._ Nancy A. Kirksey, Mayor February 23, 1998 February 24, 1998 February 24, 1998 February 24, 1998 Page 1 - COUNCIL BILL NO. 1868 RESOLUTION NO. 1468 1 I T ATTACHMENT A Page -1- of H-- PERSONAL SERVICES AGREEMENT This Agreement is made and entered into by and between the City of Wood bum, Oregon, hereinafter referred to as "City", and Waldron Resources, a [need to have Waldron Resources SQPPly we ofl~pl entityJ. THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Term The term of this Agreement shall be from the date of its execution by both parties until its termination. 2. Administrator Pro Tem City shall appoint, pursuant to its Charter, an Administrator Pro Tem who shall be employed by Waldron Resources. The Administrator Pro Tem shall serve at the pleasure of City and shall perform such duties as assigned by City. City shall have the right to direct Waldron Resources to replace the Administrator Pro Tern at any time. 3. Employer Duties of Waldron Resources. Waldron Resources shall (1) pay all wages and other remuneration to the Administrator Pro Tern. the employee who is provided under this Agreement, (2) prepare and file all payroll tax returns and reports, (3) pay all amounts due and owing pursuant to the payroll tax returns and reports, (4) prepare, file, and furnish to the employee applicable employee tax forms, and (5) prepare and file, with a copy to City, applicable employer tax forms. 4. Duties of City. City shall provide a work place for the Administrator Pro T em and maintain the work place in accordance with applicable health and working standards, notify Waldron Resources immediately of all employee injuries and provide reimbursement to the Administrator Pro Tem for costs incurred as a result of performing City business such as mileage, travel expenses and other similar costs at the normal City rates. 5. Fees. City shall pay Waldron Resources at the rate of$42.25 per hour for providing the Administrator Pro Tern. Invoices are due within twenty (20) days of receipt. Delinquent payments will be subject to a late payment charge of 12% (annual) and which will be applied to any unpaid balance owed commencing seven (7) days after the payment due date. 6. Finders Fee. Should City decide to hire the Administrator Pro Tern as a regular City employee City agrees to pay Waldron Resources a one-time payment of 5% of the starting annual salary. Page 1 - Personal Services Contract T' '-"""y'. ;,._."._~_,_" --.. -t-. ....,,_....-..-.~~.._-~_._-_. ..", ".,,~.. d__,,_..' '" ..>,-~~_.,,' -~~.~,~",,~",--""".."'.~--'""'"-'""""''''-''''''''''''--'''-' "A',,- " ATTACHMENT~ page..iL of 4- 7. Independent Contractor. Waldron Resources, in carrying out the services to be provided under this Agreement, is acting as an "independent contractor" and not an employee of City, and as such accepts full responsibility for taxes or other obligations associated with payment for services under this Agreement. As an "independent contractor" , Waldron Resources shall not receive any benefits normally accruing to employees of City unless required by applicable law. Furthermore, Waldron Resources may contract with other parties during the duration this Agreement. 8. Insurance. Waldron Resources shall maintain at all times commercial general liability insurance, property damage/automobile insurance, and professional malpractice insurance covering its activities and operations under this Agreement. Such insurance shall be in the form and amounts not less than that set forth ORS 30.270 with the following limits and coverage: 1:ypes of Insurance Limits of Liability General Liability Each occurrence S500,000 General Aggregate S500,000 Automobile Liability covering any vehicle used on City business Combined singular limit S500,000 or bodily injury $200,000 per person and $500,000 per occurrence Property Damage Per occurrence - $250,000 Professional Malpractice SI,OOO,OOO 9. Indemnification. Waldron Resources shall save harmless, indemnify and defend City for any and all claims, damages, losses and expenses including but not limited to reasonable attorney's fees arising out of or resulting from Waldron Resource's performance or failure to perform the obligations under this Agreement to the extent that the same is caused by the negligence or misconduct of Waldron Resources or its employees or agents. 10. Worker's Compensation. Waldron Resources shall comply with ORS 656 Chapter for all employees who work in the State of Oregon. Waldron Resources shall obtain and maintain at all times during the term of this Agreement, worker's compensation insurance with the statutory limits and employer's liability insurance. Waldron Resources shall provide City with evidence that it is a carrier-insured or self-insured employer in full compliance with the requirements of ORS Chapter 656, or that it employs no persons subject to the requirements ofORS Chapter 656. Page 2 - Personal Services Contract T"- --"T" ,. .-.--. ,.-.., ..,- "~..-.._, " .", " .... I ATTACHMENT A Page~ of 4- 11. Standard of Care and Warranty. Waldron Resources agrees to perform its services within that standard of care, skill and diligence normally provided by professional individuals in the performance of similar services. Waldron Resources warrants that the recommendations, guidance and performance under this Agreement shall be in accordance with professional standards and requirements. 12. Non-Assignment. No portion of this Agreement may be assigned to any other individual, firm or entity without the express written approval by City. 13. Non-Discrimination. Waldron Resources agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations. Waldron Resources shall also comply with the Americans with Disabilities Act of 1990, ORS 659.425, and all regulations and administrative rules established pursuant to those laws. 14. Compliance with Public Contracting Laws. Waldron Resources shall comply with all applicable federal, state and local laws, rules, and reguiations regarding public contracting. AU provisions of ORS Chapter 279 are specifically incorporated herein to the extent applicable to personal service agreements. 15. Severability. In the event any provision of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and shall in no way be affected or invalidated thereby. 16. Governing Law. This Agreement shall be governed by the laws of the State of Oregon. Any action commenced in connection with this Agreement shall be commenced in the District or Circuit Court of Marion County. 17. Termination Without Cause. At any time, without cause, City shall have the right in its sole discretion, to terminate this Agreement by giving notice to Waldron Resources. If City terminates this Agreement pursuant to this paragraph, it shall pay Waldron Resources for services rendered to the date of termination. 18. Attorneys Fees. In the event a suit or action is instituted to enforce any right guaranteed pursuant to this Agreement, the prevailing party shall be entitled to, in addition to the statutory costs and disbursements, a reasonable attorneys fee to be fixed by trial and appellate courts respectively. 19. Notice. Any notice of termination or other communication having a material effect on this Agreement shall be served by United States mail on the parties hereto. 20. Survival. The terms, conditions, representations and warranties contained in this Agreement shall survive the termination or expiration of the Agreement. Page 3 - Personal Services Contract . ,~,",'~'... .,_....~,_..........--..--..,-"'~,...~--...;.,.....".....................~ ATTACHMENT A Page --1::- of 4- 21. Complete AgreemeDt. This Agreement is the complete and exclusive statement of the Agreement between the parties and supersedes all prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. No waiver, consent, modification, or change in the terms of this Agreement shall bind either party unless in writing and signed by both parties. CITY OF WOODBURN WALDRON RESOURCES Nancy A Kirksey, Mayor Paul Koch, Vice President Date: Date: Page 4 - Personal Services Contract T' -'--"""T"'~"" --_....."....;"'-,...~"^... l''''L,''''''-""",_,-",,,,,~",,,,^,",,_,,,, "'~"~'" -"_'_.4"_'''"~,"""__,#,~~";,,,,,,,.,,,,~,,,,,,,,,,,",,,,-,,"'''''''''''''-- t .."