{"id":38663,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-catellus-development-corp-and-james-g.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-catellus-development-corp-and-james-g","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-catellus-development-corp-and-james-g.html","title":{"rendered":"Consulting Agreement &#8211; Catellus Development Corp. and James G. O&#8217;Gara"},"content":{"rendered":"<pre> \n                             CONSULTING AGREEMENT\n\n                                    \nThis Consulting Agreement made this 23rd day of December, 1994, between CATELLUS\n                                    ----\nDEVELOPMENT CORPORATION, having a principal place of business at 201 Mission\nStreet, 30th Floor, San Francisco, CA, 94105 (hereinafter 'Catellus'), and JAMES\nG. O'GARA, of No. 8 Deer Oaks Drive, Pleasanton, CA, 94588, Consultant\n(hereinafter 'Consultant'), provides the following:\n\n\n                         ARTICLE 1.   TERM OF CONTRACT\n\nSection 1.01.  TERM.  This agreement will become effective on January 2, 1995\nand will continue in effect through June 30, 1995, unless terminated in\naccordance with the provisions of Article 7 of this agreement.  This agreement\nis not subject to renewal or extension.\n\n\n                  ARTICLE 2.   INDEPENDENT CONTRACTOR STATUS\n\nSection 2.01.  INDEPENDENT CONTRACTOR STATUS.  It is the express intention of\nthe parties that Consultant is an independent contractor and not an employee,\nagent, joint venturer or partner of Catellus.  Nothing in this agreement shall\nbe interpreted or construed as creating or establishing the relationship of\nemployer and employee between Catellus and Consultant or any employee or agent\nof Consultant.  Both parties acknowledge that Consultant is not an employee for\nstate or federal tax purposes.  Consultant shall retain the right to perform\nservices for others during the term of this agreement.\n\n\n              ARTICLE 3.   SERVICES TO BE PERFORMED BY CONSULTANT\n\nSection 3.01.  SPECIFIC SERVICES.  Consultant agrees to advise Catellus of the \npotential for business opportunities involving Catellus's assets.  Consultant\nshall have the right to refuse to perform specific requests by Catellus to\nprovide these services.  Consultant's services shall not include supervising,\noverseeing, or being reported to by Catellus or Catellus's agents or employees\nin the normal course of business.\n\nSection 3.02.  METHOD OF PERFORMING SERVICES.  Consultant will determine the\nmethod, details, and means of performing the above-described services, provided \nthat Consultant shall not represent Catellus as an agent or negotiate directly \nwith third parties on behalf of Catellus.  Consultant shall report and provide \nthe services directly to Catellus's Chief Executive Officer or an employee \ndesignated by the Chief Executive Officer.  Subject to the foregoing, Catellus\nshall have no right to, and shall not, control the manner or determine the\nmethod of accomplishing Consultant's services.\n\nSection 3.03.  PLACE OF WORK.  Consultant shall perform the services required by\nthis agreement at any place or location and at such times as Consultant shall\ndetermine.  Catellus shall provide \n\n \noffice and office support services to Consultant on an as-needed basis\nincidental to the provision of services under this agreement. Consultant shall\nhave such access to Catellus files and records during customary business hours\nin its corporate and regional offices as is necessary or incidental to the\nprovision of services under this agreement.\n\nSection 3.04.  TIME OF WORK.  Consultant will be available on an on-call basis\nonly, and Catellus shall not have priority over Consultant's time or\navailability.  Consultant will be reasonably available to respond to such\nrequests for services as Catellus may make from time to time.  Consultant shall\nhave the right to refuse to perform specific requests by Catellus to provide\nservices.\n\n                           ARTICLE 4.   COMPENSATION\n\nSection 4.01.  AMOUNT OF COMPENSATION.  In consideration for the services to be\nperformed by Consultant, Catellus agrees to pay Consultant consulting fees of\nTen Thousand Dollars ($10,000.00) per calendar month.  This is the full and\nexact amount to be paid by Catellus to Consultant as compensation, regardless of\nthe actual quantity of services rendered by Consultant, if any.\n\nSection 4.02.  DATE FOR PAYMENT OF COMPENSATION.  Payment will be made monthly\nby Catellus to Consultant, on the last business day of each month in arrears.\n\nSection 4.03.  EXPENSES.  Upon receipt of appropriate documentation, Catellus \nshall reimburse Consultant on a monthly basis for those customary and \nreasonable out-of-pocket expenses, without markup (including toll and cellular \ntelephone charges and reasonable travel and entertainment charges), incidental \nto the performance of services for Catellus.  Consultant shall be responsible \nfor all taxes required of or imposed against Consultant.\n\n\n                    ARTICLE 5.   OBLIGATIONS OF CONSULTANT\n\nSection 5.01.  ASSIGNMENT.  Neither this agreement nor any rights, duties or\nobligations under this agreement may be delegated or assigned by Consultant\nwithout the prior written consent of Catellus.\n\nSection 5.02.  NONDISCLOSURE OF CONFIDENTIAL INFORMATION.  Consultant shall not\ndisclose to any unauthorized person any confidential information he may obtain\nregarding Catellus, its customers, or its methods of doing business.  All\nconfidential information, including but not limited to files, records,\ndocuments, data, lists, and similar items relating to the business of Catellus,\nwhether prepared by Consultant or otherwise coming into his possession, shall\nremain the exclusive property of Catellus and shall not be used by Consultant\nexcept in the course of the performance of Consultant's services under this\nConsulting Agreement.\n\n                                      2.\n\n \nSection 5.03.  RESTRICTIVE COVENANT.  During the term of this agreement, \nConsultant shall not, directly or indirectly, either as an employer, employee, \nconsultant, agent, principal, partner, stockholder, corporate officer, director,\nor in any other individual or representative capacity, engage or participate in \nany business that is in direct competition with the business of Catellus.\n\nSection 5.04.  STATE AND FEDERAL TAXES.  As Consultant is not Catellus's\nemployee, Consultant is responsible for paying all required state and federal\ntaxes.  In particular:\n\n.    Catellus will not withhold FICA (Social Security) from Consultant's\n     payments;\n.    Catellus will not make state or federal unemployment insurance\n     contributions on Consultant's behalf;\n.    Catellus will not withhold state or federal income tax from payment to\n     Consultant;\n.    Catellus will not make disability insurance contributions on behalf of\n     Consultant;\n.    Catellus will not obtain workers' compensation insurance on behalf of\n     Consultant.\n\n\n                     ARTICLE 6.   OBLIGATIONS OF CATELLUS\n\nSection 6.01.  COOPERATION OF CATELLUS.  Catellus agrees to comply with all\nreasonable requests of Consultant necessary to the performance of Consultant's\nduties under this agreement.\n\nSection 6.02.  ASSIGNMENT.  Neither this agreement nor any rights, duties or\nobligations under this agreement may be delegated or assigned by Catellus\nwithout the prior written consent of Consultant.\n\n\n                     ARTICLE 7.   TERMINATION OF AGREEMENT\n\nSection 7.01.  TERMINATION ON OCCURRENCE OF STATED EVENTS.  This agreement shall\nterminate automatically on the occurrence of any of the following events:\n\n     1.   Bankruptcy or insolvency of either party;\n     2.   Sale of the business of either party;\n     3.   Death of either party.\n\nSection 7.02.  TERMINATION BY CATELLUS FOR DEFAULT OF CONSULTANT.  Should\nConsultant default in the performance of this agreement or materially breach any\nof its provisions, Catellus, at Catellus's option, may terminate this agreement\nby giving written notification to Consultant.  For purposes of this section,\nmaterial breach of this agreement shall include, but not be limited to,\nunreasonable refusal to perform properly requested services or failure to timely\nprovide services.\n\n                                      3.\n\n \nSection 7.03.  TERMINATION BY CONSULTANT FOR DEFAULT OF CATELLUS.  Should\nCatellus default in the performance of this agreement or materially breach any\nof its provisions, Consultant, at Consultant's option, may terminate this\nagreement by giving written notification to Catellus.\n\nSection 7.04.  TERMINATION FOR FAILURE TO MAKE AGREED-UPON PAYMENTS.  Should\nCatellus fail to pay Consultant all or any part of the compensation set forth in\nArticle 4 of this agreement on the date due, Consultant, at Consultant's option,\nmay terminate this agreement if the failure is not remedied by Catellus within\nthirty (30) days from the date payment is due.\n\n\n                        ARTICLE 8.   GENERAL PROVISIONS\n\nSection 8.01.  NOTICES.  Any notices given hereunder by either party to the\nother may be effected either by personal delivery in writing or by mail,\nregistered or certified, postage prepaid with return receipt requested.  Mailed\nnotices shall be addressed to the parties at the addresses appearing in the\nintroductory paragraph of this agreement, but each party may change the address\nby written notice in accordance with this paragraph.  Notices delivered\npersonally will be deemed communicated as of actual receipt; mailed notices will\nbe deemed communicated as of two days after mailing.\n\nSection 8.02.  ENTIRE AGREEMENT OF THE PARTIES.  This agreement supersedes any\nand all agreements, either oral or written, between the parties hereto with\nrespect to the rendering of services by Consultant for Catellus and contains all\nthe covenants and agreements between the parties with respect to the rendering\nof such services in any manner whatsoever.  Each party to this agreement\nacknowledges that no representations, inducements, promises, or agreements have\nbeen made, orally or otherwise, by any party, or by anyone acting on behalf of\nany party, which are not embodied herein, and that no other agreement, statement\nor promise not contained in this agreement shall be valid or binding.  Any\nmodification of this agreement will be effective only if it is in writing signed\nby the party to be charged.\n\nSection 8.03.  PARTIAL INVALIDITY.  If any provision in this agreement is held\nby a court of competent jurisdiction to be invalid, void, or unenforceable, the\nremaining provisions will nevertheless continue in full force without being\nimpaired or invalidated in any way.\n\nSection 8.04.  ATTORNEYS' FEES.  If any action at law or in equity, including an\naction for declaratory relief, is brought to enforce or interpret the provisions\nof this agreement, the prevailing party will be entitled to reasonable\nattorneys' fees, which may be set by the court in the same action or in a\nseparate legal action brought for that purpose, in addition to any other relief\nto which that party may be entitled.\n\n                                      4.\n\n \nSection 8.05.  GOVERNING LAW.  This agreement will be governed by and construed\nin accordance with the laws of the State of California.\n\nExecuted at San Francisco, California, on the date and year first above written.\n\nCONSULTANT:                              CATELLUS:                           \n                                         \nJames G. O'Gara                          Catellus Development Corporation   \n\n\n\/s\/ James G. O'Gara                         \/s\/ Nelson C. Rising,\n------------------------------------     By:----------------------------------\n                                                Nelson C. Rising, President\nSocial Security or Taxpayer\nIdentification Number:\n\nxxx-xxx-xxxx\n------------------------------------\n\n\n                                      5.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7030],"corporate_contracts_industries":[9488],"corporate_contracts_types":[9539,9541],"class_list":["post-38663","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-catellus-development-corp","corporate_contracts_industries-real__operators","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38663","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38663"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38663"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38663"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38663"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}