Contract - McIntyre - 2009-05-28 AGREEMENT FOR CONTRACTOR SERVICES
This Agreement is made and effective as of May 28 2009 between the Costa
Mesa Sanitary District, a sanitary district ("District") and Donald F McIntyre an
individual ("Contractor") In consideration of the mutual covenants and conditions set
forth herein, the parties agree as follows:
Recitals
WHEREAS, District desires to secure on an interim basis, the specialized
services of a well-qualified person to serve as District Manager of the District as an
independent contractor and
WHEREAS Contractor represents that he has the requisite skills, experience,
training, education and expertise and is qualified to serve as the Interim District
Manager and
WHEREAS Contractor desires to accept the position with the District as its
District Manager on an interim basis; and
WHEREAS it is the desire of the District's Board of Directors to set forth the
terms and conditions of this engagement, to establish compensation, to provide for
termination, if necessary and to address other matters within this Agreement that are
related to the status of Contractor.
NOW THEREFORE, the parties hereto do hereby agree as follows:
1 EMPLOYMENT
On the terms and conditions set forth in this Agreement, District engages
Contractor as its Interim District Manager and Contractor accepts that engagement.
2. COMMENCEMENT OF SERVICE
Contractor shall commence his work as Interim District Manager on June 1
2009
3. DUTIES AND HOURS
A. Contractor shall exercise the powers and perform the duties of the position
of District Manager of the District, as required by District's Operations Code rules,
regulations, and procedures, as they currently or may in the future exist. Contractor
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shall perform such duties and functions as may be assigned by the Board of Directors.
These services shall include without limitation, implementing Board-approved policies
and procedures, directing the work of the District's professional, technical, and clerical
personnel; overseeing training for new employees and existing staff in relation to new
rules, regulations, and procedures; administering the Board-approved annual budget;
and overseeing the Board of Directors' agendas and meeting schedules.
B Contractor shall devote a total of 30 (thirty) hours each week to the performance
of duties of Interim District Manager Toward that end, Contractor shall have
reasonable flexibility in setting his own office hours, provided that the schedule of those
hours provides adequate availability to the Board of Directors and District staff during
normal business hours and Board meetings for the performance of District business.
C Contractor shall devote his full energies, abilities, and productive time to the
performance of this Agreement, and use his best efforts to promote the District's
interests. Contractor shall not engage in any activity consulting service or enterprise
for compensation or otherwise that is actually or potentially in conflict with or inimical
to his duties and responsibilities to District.
4 TERMINATION OR RESIGNATION
A. Contractor is engaged at the pleasure of the Board of Directors. The
Board of Directors may terminate this Agreement at any time without cause Nothing in
this Agreement shall prevent, limit, or otherwise interfere with the right of the District,
through its Board of Directors, to terminate Contractor's engagement. Contractor may
resign at any time from his position with the District, subject to providing thirty (30) days
advance written notice to the District, unless the parties agree in writing to a different
notice period.
B If Contractor resigns or is terminated by the Board of Directors, the District
agrees to pay to Contractor any accrued and unpaid compensation earned through the
date of separation. Such amount shall be paid within thirty (30) days of resignation or
termination.
5. COMPENSATION
Contractor's compensation on the effective date of this Agreement shall be the
sum of One Hundred Fifty Dollars ($150 00) per hour commencing upon execution of
this Agreement. Contractor's compensation shall be payable on Thursday every two (2)
weeks on the District's Accounts Payable check run. Contractor shall submit invoices
to the District on Contractor's letterhead, in such form as may be required by the
District, itemizing the hours expended in the performance of services required under
Section 3 above
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6. NO BENEFITS
The parties acknowledge and agree that no benefits shall accrue or be payable
to Contractor during the term of this Agreement. Contractor shall not participate in any
of the District's health, pension sick pay vacation pay or other benefit plans offered by
the District to its employees. No workers' compensation insurance or unemployment
compensation will be provided to or on behalf of Contractor
7 STATE AND FEDERAL TAXES
Contractor shall pay all taxes incurred while performing services under this
Agreement, including all applicable state and federal income taxes. Upon demand,
Contractor shall provide to the District evidence that these payments have been made
8. EXPENSES
Unless otherwise provided in this Agreement, or in any future amendment to this
Agreement, Contractor is responsible for all expenses incurred while performing
services under this Agreement. Expenses include without limitation insurance
premiums, business license fees, and expenses incurred with respect to meals,
entertainment, publications, and professional memberships and dues The District will
provide Contractor with travel reimbursement at the standard I R.S rates per mile for
portal-to-portal mileage or such lesser allowance as to which the parties may agree
9. VACATION
The parties acknowledge that Contractor has scheduled a vacation of
approximately two and one-half weeks during the fall of 2009 This vacation time may
be taken by Contractor without pay and without contravening any provisions of this
Agreement.
10. INDEMNIFICATION
Contractor shall indemnify and hold harmless the District from any loss or liability
attributable to or arising out of the performance of services under this Agreement.
11 INDEPENDENT CONTRACTOR
Contractor is, and at all times shall remain, as to District, a wholly independent
Contractor Neither the District nor any of its agents or employees shall have control
over the conduct of Contractor except as herein set forth Contractor expressly
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warrants not to at any time or in any matter represent that he is an employee of the
District, it being understood that Contractor is, and shall at all times be to the District, a
wholly independent Contractor
12. CAPTIONS
Captions and headings used in this Agreement are for general reference only
and shall not be considered in resolving questions of interpretation or construction.
13. ENTIRE AGREEMENT
This Agreement represents the entire and integrated agreement between the
District and Contractor and supersedes all prior negotiations, representation, or
agreements, whether written or oral. This Agreement may be amended only by a
subsequent written agreement signed by both parties.
14 LEGAL CONSTRUCTION
A. This Agreement is made and entered into in the State of California and
shall in all respects be interpreted, enforced, and governed under the laws of the State
of California.
B. This Agreement shall be construed without regard to the identity of the
persons who drafted its provisions. Every provision of this Agreement shall be
construed as though each of the parties participated equally in the drafting of same and
any rule of construction that a document is to be construed against the drafting party
shall not be applicable to this Agreement.
15. NOTICES
All notices pertaining to this Agreement shall be in writing and addressed as
follows:
To District: Arlene Schafer President
Board of Directors
Costa Mesa Sanitary District
628 West 19th St
Costa Mesa, CA 92627
To Consultant: Mr Donald F McIntyre
Post Office Box 321
Pasadena, California 91102
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed the day and year first above written.
COSTA MESA SANITARY DISTRICT DONALD F MCINTYRE
•
President Signature
r.�
Secretary
APPROV D AS TO FORM
District Counsel
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