4 or disapprove Consultant’s invoice and/or addi tional documentation, as the case may be, within ten (10) days after the Authority ’s receipt of the i nvoice and/or additional documentation. The Authority agrees to pay the Consultant for work satisfactorily performed and expenses properly incurred within thirty (30) days after the Authority’s approval of a statement from the Consultant describing such work and expenses. The Authority shall not be responsible to pay Consultant for any Services or expenses in excess of the Ma ximum Compensation. Consultant shall notify Authority in writing when seventy-five percen t (75%) of the Maximum Compensation has been reached in any fiscal year during the Term of this Agreement.
Section 5. Coordination of Services.
5.1 Representative of Authority . The Authority's Director of Housing and Community Development, or such person’s desi gnee, (the “Director”) shall represent the Authority in all matters pertaining to this Agreement. Whenever a reference is made herein to an action or approval to be undertaken by the Authority, the Director is authorized to act unless this Agreement specifically provides otherwise or the context should otherwise require.
5.2 Representative of Consultant . Sarah Waitt is hereby designated as being the principal and representative of Consultant authorized to act on Consultant’s behalf with respect to the services and work to be provided hereunder and make all decisions in connection therewith.
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal are a substantia l inducement for the Authority to enter into this Agreement.
Therefore, the foregoing principal shall be res ponsible during the Term of this Agreement for directing all activities of Consultant and devot ing sufficient time to personally supervise the provision of Services hereunder. The foregoing principal may not be changed by Consultant and no other personnel may be assigned to supervise th e Services to be provided hereunder without the express written consent of the Authority.
5.3 Prohibition Against Subcontracting and Assignments . Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assignable or transferable or encumbered in any way wit hout the prior written consent of Authority. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to Authority. This is a personal services contract and the Consultant was chosen on the basis of characteristics unique to the Consultant. Authority shall have the right to unreasonably or arbitrarily withhold its consent to any such assignment, transfer, encumbrance, pledge, subuse, or permission.
5.4 Independent Contractor. Consultant and any agent or employee of Consultant shall act in an independent capacity and not as officers or employees of Authority. Authority assumes no liability for Consultant's actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Consultant. Consultant shall not have authority to act as an agent on behalf of Authority unless specifically authorized to do so in writing. Consultant acknowledges that it is aware that because it is an independent contractor, Authority is making no deduction fro m any amount paid to Consulta nt and is not contributing to any fund on its behalf. Consultant disclaims the right to any fee or benefits except as expressly provided for in this Agreement.
13 IN WITNESS WHEREOF, THE PA RTIES HAVE EXECUTED THIS
AGREEMENT ON THE RESPECTIVE DATES SET FORTH BELOW.
Dated:
"AUTHORITY"
ANAHEIM HOUSING AUTHORITY,
a public body, corporate and politic
By:
Grace Ruiz-Stepter
Executive Director
ATTEST:
SECRETARY OF THE ANAHEIM HOUSING
AUTHORITY
By:
APPROVED AS TO FORM:
CITY ATTORNEY
By:
Ryan O. Hodge
Deputy City Attorney
Dated:
152237
"CONSULTANT"
NAN MCKAY AND ASSOCIATES, INC.,
a California corporation
By:
John McKay
Chief Executive Officer