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CONTRACT 3260 Other CLOSED3260 • , . INTERIM PUBLIC WORKS DIRECTOR AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND DAVID H. JOHNSON P.E. This AGREEMENT is entered into this 29th day of October, 2003 by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and DAVID H. JOHNSON P.E., an individual ( "CONTRACTOR "). 1. APPOINTMENT OF INTERIM PUBLIC WORKS DIRECTOR. CONTRACTOR is appointed as CITY's Interim Public Works Director. CONTRACTOR will serve at the pleasure of CITY's city manager and may be replaced at any time, with or without cause, without amending this Agreement. 2. SCOPE OF SERVICES. CONTRACTOR will perform the services needed to serve CITY which will include, without limitation, the following: A. CONTRACTOR will attend all regular and special meetings of the City Council unless excused by the city manager; B. Perform the functions and duties specified by statute and relevant CITY ordinances and resolutions for a Public Works Director, and to perform such other legally permissible and proper duties and functions as CITY may from time to time assign. 3. TERM. The term of this Agreement will be for 4 to 5 months from the effective date unless otherwise extended by written amendment by the parties, terminated in accordance with this Agreement, or automatically terminated upon CITY employing a Public Works Director. 4. COMPENSATION. CONTRACTOR will be compensated for providing the services contemplated by this Agreement as follows: A. Basic Compensation. $62 per hour and the number of hours worked per week will be up to 36 hours. B. Cost and Expense Reimbursement. In addition to the foregoing compensation, CITY will reimburse CONTRACTOR for actual and necessary ordinary out -of pocket expenses reasonably incurred by CONTRACTOR in performance of the service provided by CONTRACTOR to CITY pursuant to this Agreement. C. Taxpayer Information. CONTRACTOR agrees to attach a completed W -9 Form to this Agreement to facilitate tax reporting for payments made by CITY to CONTRACTOR pursuant to this Agreement. -1- 5. CONFLICTS OF INTEREST. CONTRACTOR represents that neither CONTRACTOR nor any of the attorneys or other persons employed by CONTRACTOR have any material financial interest, direct or indirect, in any contract or decision made by or on behalf of CITY that may be affected by the services to be provided to CITY pursuant to this Agreement, other than a financial interest that is similar, in all material respects, to the interests of the general public. CONTRACTOR agrees that it will comply with CITY's conflict of interest code as adopted by City Council resolution. 6. TERMINATION OF SERVICES. A. CITY may terminate this Agreement with or without cause at any time by serving CONTRACTOR with notification of such termination by mail, by fax, or by CITY's Representative's oral notice of termination followed by written confirmation of same served on CONTRACTOR by mail. B. CONTRACTOR may terminate this Agreement with or without cause upon ninety (90) days written notice to CITY. C. CITY will compensate CONTRACTOR for its services and reimburse it for costs rendered through and including the effective date of any termination. 7. NOTICES. Notices required under this Agreement must be given by personal service or by first class mail, postage prepaid, and addressed as follows: To CONTRACTOR: David H. Johnson P.E. 6223 Avienida Ganso Goleta, CA 93117 805- 964 -4129 805- 448 -2392 To CITY: City of El Segundo 350 Main Street El Segundo, CA 90245 -3813 Attn: City Manager Service of notice by personal service is deemed to be given as of the date of service. Notices by mail are deemed to have been given two (2) consecutive business days after deposit into the U.S. Postal Service. Either party may, from time to time, by written notice to the other, designate a different address or person to be substituted for that specified above. 8. INDEMNIFICATION: A. CITY will indemnify and defend CONTRACTOR from any and all claims, demands, actions, losses, or charges arising out of, related to, or as a consequence of CONTRACTOR performing his duties as Public Works Director. Further, -2- 3,) 9 o.,. CITY will pay all expenses, costs and attorney's fees arising out of or related to the same. B. The Parties agree that this Section will survive the termination of this Agreement. CITY's obligations under this Section apply whether CONTRACTOR is or is not retained by the CITY at the time any such claim, demand, action, loss or charge is made or occurs, as the case may be so long as the action giving rise to the claim occurred during the time CONTRACTOR was retained by CITY. 9. PERMITS AND LICENSES. CONTRACTOR, at his sole expense, will obtain and maintain during the term of this Agreement, all permits, licenses, and certificates that may be required, as determined by CONTRACTOR, in connection with the performance of services under this Agreement. 10. ASSIGNABILITY. This Agreement is for CONTRACTOR's professional services. CONTRACTOR's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 11. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that CONTRACTOR will act as an independent contractor and will have control of all work and the manner in which is it performed. CONTRACTOR will be free to contract for similar service to be performed for other employers while under contract with CITY. CONTRACTOR is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work or to exercise a measure of control over the work means that CONTRACTOR will follow the direction of the CITY as to end results of the work only. 12. AUDIT OF RECORDS. CONTRACTOR will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONTRACTOR will retain such financial and program service records for at least four (4) years after termination or final payment under this Agreement. 13. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 14. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. -3- U , 15. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 16. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 17. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's city manager, or designee, may execute any such amendment on behalf of CITY. 18. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 19. EFFECTIVE DATE. This Agreement is effective on November 7, 2003. [SIGNATURES ON NEXT PAGE] me IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO, a municip - corporation. Mary enn, City Manager C) R /�' ATTEST: c4v�L Ul/VN/V\ . Cindy Nfortesen, City Clerk APPROVED Mark D. Herd Karl H. Berger Assistant City/ -5- DAVID H. JOHNSON, an individual. David H. Johnson P.E. Taxpayer ID No.