HomeMy WebLinkAboutAGMT - Mastrosimone,Vince (Director of Public Works) PROFESSIONAL SERVICES AGREEMENT
FOR DIRECTOR OF PUBLIC WORKS SERVICES
THIS Agreement ( "AGREEMENT ") is entered into September 5, 2007, by and
between the City of Seal Beach ( "CITY ") and Vince Mastrosimone
( "CONSULTANT ").
RECITALS
A. CITY desires to contract with CONSULTANT to perform the services of
Interim Director of Public Works until such time the CITY appoints a Director of
Public Works.
B. CONSULTANT represents that he is qualified to perform the duties and
responsibilities of Interim Director of Public Works.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained the parties agree as follows:
1. Duties. CONSULTANT shall perform the functions and duties of
the Director of Public Works as specified in the Seal Beach City Charter and
other legally permissible and proper duties and functions as may be, from time to
time, assigned to CONSULTANT (collectively "Services "). The CITY recognizes
and understands that CONSULTANT is not an engineer and will not provide
engineering services. CONSULTANT agrees not to perform services for other
entities while this AGREEMENT is in effect without the prior written approval of
the Seal Beach City Council. In addition, if requested, CONSULTANT shall use
his best efforts to assist the CITY in locating and hiring a qualified Director of
Public Works.
2. Hours. CITY and the CONSULTANT shall mutually determine the
hours of service provided by CONSULTANT.
3. Commencement and Termination. CONSULTANT shall commence
the Services on September 5, 2007. The CITY may terminate this AGREEMENT
at any time, with or without cause or advance notice. CONSULTANT may
terminate this AGREEMENT at any time, with or without cause upon ten days
prior written notice to CITY. CONSULTANT shall be paid for all Services
performed through the effective date of termination.
4. Compensation. CITY shall pay CONSULTANT at a per hour rate of
$75.00. CONSULTANT shall invoice the CITY monthly for services provided and
reimbursable expenses.
5. Expenses. CITY shall reimburse CONSULTANT for actual and
necessary expenses incurred in the performance of his official duties that are
supported by expense receipts in accordance with AB 1234 and any applicable
City ordinances, resolutions, rules, policies or procedures.
PSA Interim public works director (2) Page 1 of 3
• •
6. CONSULTANT'S Responsibility for Contributions, Payments, or
Withholding. CONSULTANT shall be solely responsible for all contributions,
payments, or withholdings normally made on behalf of an employee including but
not limited to, state and federal income taxes, federal social security
contributions, California State disability insurance taxes, and unemployment
insurance contributions.
CONSULTANT agrees to pay all required taxes on amounts paid to
CONSULTANT under this AGREEMENT, and to indemnify and hold CITY
harmless from any and all taxes, assessments, penalties, and interest asserted
against CITY by reason of the independent contractor relationship created by this
AGREEMENT. CONSULTANT shall indemnify and hold CITY harmless from
any failure of CONSULTANT to comply with applicable workers' compensation
laws. CONSULTANT shall be considered an independent contractor of CITY
and shall not be entitled to the benefits provided by CITY to its employees,
including but not limited to workers' compensation insurance, health /medical
insurance, dental insurance, life insurance, deferred compensation, disability
insurance, unemployment insurance, retirement contribution, sick leave, vacation
leave or similar benefits.
7. Relationship Between the Parties. CONSULTANT is, and shall at
all times remain as to CITY, a wholly independent contractor. CONSULTANT
shall have no power to incur any debt, obligation, or liability on behalf of CITY.
CONSULTANT may act as an agent of CITY only to the extent necessary to
perform the duties and obligations required herein. Neither CITY nor any of its
agents shall have control over the means of service or means of production of
CONSULTANT. CONSULTANT shall not, at any time, or in any manner,
represent that he /she is an employee of CITY, provided, however, that nothing
contained in this provision shall be construed or interpreted so as to deprive
CONSULTANT of any and all defenses or immunities available to public officials
acting in their official capacities.
8. Insurance. CONSULTANT shall procure and maintain in effect a
policy of automobile insurance for use of his private vehicle. Such insurance
shall not be subject to cancellation, modification or lapse without CITY first
receiving ten days advance written notice.
9. Mutual Indemnity.
A. CITY agrees to indemnify, defend, and hold harmless
CONSULTANT from and against any and all claims, actions, proceedings, suits,
or damages, including costs and attorneys' fees, resulting from physical harm or
damage to persons or property which harm arise out of or is in any way caused
by the acts, omissions, negligence or misconduct of CITY, its officials, officers,
agents or other CONSULTANTS.
PSA Interim public works director (2) Page 2 of 3
- •
B. CONSULTANT agrees to indemnify, defend, and hold
harmless CITY, its elected and appointed officials, officers, agents and
CONSULTANTS against any claims, actions, proceedings, suits, or damages,
including costs and attorneys' fees, resulting from physical harm or damage to
persons or property which harm arises out of or is in any way caused by the acts,
omissions, negligence or misconduct of CONSULTANT, its officers, agents or
CONSULTANTS.
C. The provisions of this Mutual Indemnity Clause (Section 9)
shall survive the termination or expiration of this AGREEMENT.
10. This AGREEMENT shall constitute the entire AGREEMENT
between the parties.
IN WITNESS WHEREOF the parties have executed this AGREEMENT as of the
day and year first above written.
CITY CONSULTANT
By: 451111114-1.-.
David Carmany Vince Mas osimone
City Manager
ATTEST:
/
AI 44
in a Devine, City Clerk
APPROVED AS TO FORM:
Quinn Barrow, City Attorney
PSA Interim public works director (2) Page 3 of 3