HomeMy WebLinkAboutAGMT - Mastrosimone,Vince (PSA Project Mgmt Consultant) PROFESSIONAL SERVICES AGREEMENT FOR
PROJECT MANAGEMENT
CONSULTANT
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City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
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and
Vince Mastrosimone
967 Thames Court
San Dimas CA 91773
This Agreement ( "AGREEMENT ") is made and entered into this 27th day of April ,
2010, by and between the CITY OF SEAL BEACH, a charter city ( "CITY "), and VINCE
-- MASTROSIMONE, an individual ( "CONSULTANT ").
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RECITALS
A. CITY desires to contract with CONSULTANT to perform Project Management
Services as needed by the CITY.
B. CONSULTANT has served as Director of Public Works prior to his retirement,
and is fully familiar with proper administrative and technical aspects of the desired
Services.
C. CONSULTANT represents that he is a "retired annuitant" pursuant to the California
Public Employee's Retirement System.
AGREEMENT
1.0 DUTIES.
1.1 Performance of Services. CONSULTANT shall perform the functions
and duties necessary to assist CITY in completing the Services, and
other legally permissible and proper duties and functions as may be,
from time to time, assigned to CONSULTANT.
1.2 Services. CONSULTANT shall assist CITY in completion of the
following Services:
a. Completion of the construction of Fire Station No. 48
b. Other projects designated by the CITY
1.3 Other Services. CONSULTANT agrees not to perform other services
for other entities or clients while this AGREEMENT is in effect without
the prior written approval of the City Manager, which shall not be
unreasonably withheld. In addition, if requested, CONSULTANT shall
use his best efforts to assist the CITY in locating and hiring additional
consultants to assist in completion of Services.
2.0 TERM & TERMINATION.
2.1 Commencement. CONSULTANT shall commence Services on
December 31, 2009.
2.2 Expiration Date. Unless extended by an amendment to this AGREEMENT
or earlier terminated pursuant to §2.3, this AGREEMENT shall expire one
year from the commencement date.
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2.3 Termination. Either party may terminate this Agreement at any time,
with or without cause, upon 14 days advance written notice to the other
party. Either party may accept less notice.
2.4 Termination Payment. CONSULTANT shall be paid for all Services
performed through the effective date of termination within 10 days of
receipt by CITY of a final invoice for Services by CONSULTANT.
3.0 HOURS. CITY and CONSULTANT shall mutually determine hours of Service
provided by CONSULTANT.
4.0 COMPENSATION. In no event shall the CITY pay CONSULTANT more than
$5,000 for services rendered.
5.0 EXPENSES.
5.1 Expenses. CITY will reimburse CONSULTANT for actual and
necessary expenses incurred in the performance of his official duties that
are supported by expense receipts in accordance with AB1234 and any
applicable City resolutions, rules, policies, or procedures.
6.0 BONDING. CITY shall bear the full cost of any fidelity or other bonds required
of CONSULTANT by the City Manager or as required under any law or ordinance.
7.0 RESPONSIBILITY FOR CONTRIBUTIONS, PAYMENTS, OR WITHHOLDING.
7.1 CONSULTANT'S Responsibility. 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.
7.2 CONSULTANT'S Indemnification. 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 an 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.
8.0 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
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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 is an employee of CITY, provided, however, that nothing
contained in the 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. CONSULTANT is an independent contractor of
CITY and is not entitled to 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.
9.0 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 10
days advance written notice.
10.0 MUTUAL INDEMNITY.
10.1 CITY Indemnification. CITY will indemnify, defend, and hold harmless
CONSULTANT from and against any and all claims, actions, proceedings,
suits, or damages, including costs and attorney's 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
CITY, its officials, officers, agents or employees. In connection with -
CONSULTANT'S performance of the Services, and while CONSULTANT is
acting within the course and scope of this Agreement, the parties intend for
CONSULTANT to be entitled to the immunities and privileges set forth in the
Government Tort Claims Act (California Government Code Sections 810 et
seq.) or any other provisions of law providing governmental immunity for
municipal corporations, their employees and agents.
10.2 CONSULTANT Indemnity. CONSULTANT will indemnify, defend, and hold
harmless CITY, its elected and appointed officials, officers, agents and
employees 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 negligent acts, negligent omissions or misconduct of CONSULTANT.
11.0 AMENDMENT. This Agreement may be amended only with an amendment signed
by City Manager and CONSULTANT.
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12.0 GENERAL PROVISIONS.
12.1 If any provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement shall nevertheless remain in full force and
effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall nevertheless remain in full force and
effect in all other circumstances.
12.2 This Agreement shall be interpreted and construed pursuant to and in
accordance with the applicable laws of the State of California, the City
Charter and all applicable City Codes, Ordinances, and Resolutions.
IN WITNESS WHEREOF, the CITY OF SEAL BEACH has caused this AGREEMENT to
be signed and executed on its behalf by its City Manager, and duly attested by its officers
thereunto duly authorized, and CONSULTANT has signed and executed this Agreement,
both in duplicate.
CITY OF SEAL BEACH CONSULTANT A/.‘
David N. Carmany, bity Manager Vince Mastrosi 'one
Dated: I -Z ' ?' f 0 Dated: 129 2o49 •
ATTEST: APPROVED AST FORM:
ity Jerk `r'' ttorney
[END OF SIGNATURES]
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