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Home My WebLink AboutHEALY, PATRICIA E.n City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M -30). The agreement with Or y° I a 0 L t '� C- C C) a S COTC.Office Use Only ........... A....... i F'. CL�' . 'rt3a C No, was completed on I U-1 and final payment has been made. (List all amendments. Use space below if needed.) }— Department: Phone /Ext.: Signature: Date: Revised 07 -22 -09 N- 2009 -064 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 30th day of June, 2009 by and between Patricia E. Healy, an individual (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain Consultant to serve in the capacity of Clerk of the Council pending recruitment of a permanent incumbent for the position. B. Consultant represents that she is able and willing to provide such services for the City. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall . have the authority to perform all duties of the Clerk of the Council as set forth in Santa Ana Charter section 702, including but not limited to, preparing the minutes of all City Council meetings and certifying or attesting all ordinances, resolutions and contracts of the City. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for her services, an hourly fee of $67.14. City will provide office space, computer, telephone and staff support necessary in performance of this Agreement. The total sum to be expended under this Agreement shall not exceed $25,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on July 1, 2009 and terminate at such time that City has filled the Clerk of the Council position, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Due to the nature of the services provided, no insurance is required. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. 7. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Manager City of Santa Ana 20 Civic Center Plaza (M -31) P.O. Box 1988 Santa Ana, CA 92702 -1988 To Consultant: Patricia E. Healy 195 Lockford Irvine, CA 92602 A party may change its address by giving notice in writing to the other party. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by either party upon five (5) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination. 13. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Ah RitA Gailardo Chief Asst. Clerk of the Council APPROVED AS TO FORM: CITY OF SANTA ANA David N. Ream City Manager CONSULTANT PATRICIA E. HEAL Tax ID#