Independent Contractor Agreement (23K)
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INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the "Agreement") is entered into
effective May 22, 2002 by and between Motel 6 Barstow, LLC, a limited liability
company (the "Company"), and Gerald B. Murray (the "Independent Contractor").
WHEREAS the Company desires to continue to employ the Independent
Contractor under terms and conditions which are set forth herein below,
NOW, THEREFORE, in consideration of the foregoing recital and the
respective covenants and agreements of the parties contained in this document,
the Company and the Independent Contractor agree as follows:
1. ENGAGEMENT AND DUTIES. The Independent Contractor will serve as
project coordinator for the Company. The duties and responsibilities of the
Independent Contractor shall be to provide project coordination services for the
development of the Barstow Motel 6 project located in Barstow, California for
the development and construction of a 80 unit motel complex.
2. ENGAGEMENT PERIOD.
1. TERM. Independent Contractor's period of engagement shall be
until such time as the development of the project is completed
and the services of the project coordinator are no longer
required.
2. INVOLUNTARY TERMINATION WITH CAUSE. The Company may terminate
the Independent Contractor's engagement for Cause by providing
the Independent Contractor notice in writing. For all purposes
under this Agreement, "Cause" shall mean (i) willful failure
by the Independent Contractor to perform his duties hereunder,
other than a failure resulting from the Independent
Contractor's complete or partial incapacity due to physical or
mental illness or impairment, (ii) gross negligence by the
Independent Contractor in performing his duties hereunder,
other than negligence resulting from the Independent
Contractor's complete or partial incapacity due to physical or
mental illness or impairment, (iii) a willful act by the
Independent Contractor which constitutes gross misconduct and
which is injurious to the Company, (iv) a willful violation of
a federal or state law or regulation applicable to the
business of the Company. No act or failure to act by the
Independent Contractor shall be considered "willful" unless
committed without good faith and without a reasonable belief
that the act or omission was in the Company's best interest.
The determination of Cause hereunder shall be made by a
majority of the Company's disinterested Board of Directors. No
Severance Pay as defined in paragraph 11(a)(i) will be paid to
the Independent Contractor under this Agreement in the event
of a termination for Cause. Independent Contractor's rights
under any applicable benefit plans of the Company shall be
determined under the provisions of those plans.
3. DEATH. The Independent Contractor's employment will terminate
in the event of his death.
4. RESIGNATION WITHOUT CAUSE. The Independent Contractor may
terminate his engagement by providing the Company at least
thirty (30) days advance written notice; provided that in such
event, the Independent Contractor will cease performing any
duties and responsibilities immediately or at any time during
such thirty (30) day period, if so requested by the Company
and shall forfeit all benefits to which he is entitled under
the terms of this Agreement.
3. PLACE OF EMPLOYMENT. The Independent Contractor's services shall be
performed at the Company's principal offices in Laguna Beach, California at the
offices of the Independent Contractor.
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