Loading...
HomeMy WebLinkAboutMcKENNY, DR. STEPHANIE BARONE - 2008INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL N-2008-158 DATE: 12. -I D - C~ 8 AGREEMENT o`.Pdi~e ~sr~l (~- 0ra,~n ~HI$ AGREEMENT, made and entered into this 10"' day ofNovember, 2008 by and ~,e„elsber9e+-between Dr. Stephanie Barone McKenny, an individual (hereinafter "Speaker"), 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 a speaker to discuss motional survival of critical incident exposures. B. Speaker represents that she is able and willing to provide such services to 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 Speaker shall provide a %z day training seminaz on "Critical Incident Exposure: Managing the Emotional Survival of Your Officers" for the Santa Ana Police Department, and invited representatives of other agencies. Speaker will prepare and provide any necessary presentation materials. 2. COMPENSATION a. City agrees to pay, and Speaker agrees to accept as total payment for her services, seven hundred, fifty dollars ($750.00). b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2009, unless terminated earlier in accordance with Section 11, below. The term of this Agreement may be extended upon a writing executed by the Chief of Police and the City Attorney. 4. INDEPENDENT CONTRACTOR Speaker 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 anemployer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Speaker performs the services which are the subject matter of this Agreement. Speaker shall be responsible for all applicable withholding taxes. 5. INDEMNIFICATION Speaker agrees to and shall indemnify and hold harmless the City, its officers, agents and employees 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 or indirect operations of the Speaker which relates to the services described in section 1 of this Agreement. 6. CONFIDENTIALITY If Speaker receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Speaker agrees that she shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care she uses to protect her own information of like importance, but in no event less than reasonable care. 7. CONFLICT OF INTEREST CLAUSE Speaker covenants that she presently has no interests which would conflict in any manner with performance of services specified under this Agreement. 8. 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, to the following persons: To City: Santa Ana Police Department To Speaker: Dr. Stephanie Barone McKenny Training Division Los Angeles Police Department 60 Civic Center Plaza (M-97) Behavioral Science Services P.O. Box 1988 977 N. Broadway, Ste #300 Santa Ana, CA 92702-1988 Los Angeles, CA 90012 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Speaker, and supersedes any and all other agreements, oral or written, between the parties. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Speaker. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 10. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Speaker, Speaker 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. 11. TERMINATION This Agreement maybe terminated by either party upon thirty (30) days written notice of termination. hi such event, Speaker shall be entitled to receive and the City shall pay Speaker compensation for all services performed by Speaker prior to receipt of such notice of termination, 12. 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. A ,, PATRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA DAVID N City Manager APPROVED AS TO FORM JOSEPH W.FLETCHER City Attorney By: La a Sheedy Assistant City Attorne}~ RE ENDED FOR APPROVAL: PAUL M. WALTERS Chief of Police SPEAKER D IE BAR~ONE McKENNY Tax ID#: