CONTRACT 3802 Service Agreement CLOSED380*
INTERIM DIRECTOR OF PUBLIC WORKS
AGREEMENT BETWEEN THE CITY OF EL SEGUNDO
AND STEPHANIE KATSOULEAS
THIS AGREEMENT is entered into this 14th day of April, 2008 by and between the
CITY OF EL SEGUNDO, a general law city and municipal corporation (`CITY ") and
STEPHANIE KATSOULEAS, an individual ( "CONTRACTOR ").
1. APPOINTMENT OF INTERIM DIRECTOR OF PUBLIC WORKS.
CONTRACTOR is appointed as CITY's Interim Director of Public Works.
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;
C. To perform the following specific tasks:
Supervise the award of bid and initial construction phase of Fire
Station #2;
ii. Supervise and coordinate with the Finance Department the initial
transition to the Eden water billing module;
iii. Represent the Public Works Department on the City's Disaster
Council;
iv. Finalize punchlist items and acceptance of the Douglas Street Gap
Closure Project;
V. Supervise final construction of the Nash/Douglas Conversion
Project;
vi. Manage general operations of the Public Works Department.
D. The parties anticipate that CONTRACTOR will work approximately forty
(40) hours per week.
3802
3. TERM. The term of this Agreement will be for six (6) 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, the Agreement will automatically renew for a one (1) month
term. Thereafter, the Agreement will automatically renew for successive one (1) month
terms unless terminated by either Party or if automatically terminated by 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. CITY will pay CONTRACTOR a monthly rate of
$11,663. The total amount paid to CONTRACTOR cannot exceed
$70,000, unless the Agreement is renewed as set forth above or by
amendment.
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.
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 fifteen (15) 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
2
3802 • • -
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: Stephanie Katsouleas
3163 01h Street
Manhattan Beach, CA 90266 + -
To CITY: City of El Segundo
350 Main Street
El Segundo, CA 90245
Attn: City Manager
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 Interim
Director of Public Works. Further, 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 it is 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
301•...
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.
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 April 14, 2008.
El
38 0 2 . , . #;
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO,
ATTEST:
STEPHANIE KATSOULEAS
an individual.
_� Taxpayer ID No.
Cindy Mor
City Clerk
APPROVED AS TO FORM:
Mark D. Hensley, City Attorney
y:
Karl H. erger,
Assistant City Attorney
5
3802 . .
Form -9
Request for Taxpayer
Give form to the
(Rev. October 2007)
Identification Number and Certification
requester. Do not
Department of the Treasury
send to the IRS.
Internal Revenue Service
Name (as shown on your income tax return)
Stephanie Katsouleas
m
Business name, if different from above
CL
C
0
o c
Check appropriate box: ❑✓ Individual /Sole proprietor ❑ Corporation El Partnership
Exempt
❑ Limited liability company. Enter the tax classification (D= disregarded entity, C= corporation, P= partnership) to . _ _ ... ,
❑ payee
o
❑ Other (see instructions) ►
Address (number, street, and apt. or suite no.)
Requester's name and address (optional)
a
316 30th Street
e
0 0
City, state, and ZIP code
y
Manhattan Beach, CA 90266
List account number(s) here (optional)
U)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Social security number
backup withholding. For individuals, this is your social security number (SSN). However, for a resident 440 : 78 6164
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number (EIN). If you do not have a number, see Now to get a TIN on page 3. or
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number
number to enter.
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. 1 am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.
Sign Signature of `\ �-,
Here U.S. arson ► i Date ►
�i 11�� /ri�'X✓ — /i/ G
General Instructions
Section references are to the Internal Revenue Code unless
otherwise noted.
Purpose of Form
A person who is required to file an information return with the
IRS must obtain your correct taxpayer identification number (TIN)
to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
Use Form W -9 only if you are a U.S. person (including a
resident alien), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S.
exempt payee. If applicable, you are also certifying that as a
U.S. person, your allocable share of any partnership income from
a U.S. trade or business is not subject to the withholding tax on
foreign partners' share of effectively connected income.
Note. If a requester gives you a form other than Form W -9 to
request your TIN, you must use the requester's form if it is
substantially similar to this Form W -9.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United
States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section
301.7701 -7).
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required to
pay a withholding tax on any foreign partners' share of income
from such business. Further, in certain cases where a Form W -9
has not been received, a partnership is required to presume that
a partner is a foreign person, and pay the withholding tax.
Therefore, if you are a U.S. person that is a partner in a
partnership conducting a trade or business in the United States,
provide Form W -9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership
income.
The person who gives Form W -9 to the partnership for
purposes of establishing its U.S. status and avoiding withholding
on its allocable share of net income from the partnership
conducting a trade or business in the United States is in the
following cases:
• The U.S. owner of a disregarded entity and not the entity,
Cat. No. 10231X Form W -9 (Rev. 10 -2007)