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03-0805_GIBSON, PAM_Personal Services Agreement0 0 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this. ( day of bA uS� 200 3, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Pam Gibson (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant to provide interim City Manager services pending the City's selection of a permanent City Manager, and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. Consultant agrees to provide City Manager services to City in accordance with the duties and functions specified for the City Manager as identified in Municipal Code section 2-5.101. Section 2. Term. The term of this agreement shall be from July 15, 2003 through November 15, 2003, unless otherwise extended by mutual agreement of the parties. Section 3. Compensation And Housing. (a) Consultant shall be paid the flat rate of $11,000.00 per month. Timing of payment of compensation shall be administratively agreed to following execution of this agreement. Consultant shall be paid for ordinary and usual out of pocket expenses incurred in the performance of the scope of work defined herein. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to City. (b) City shall provide free housing to Consultant during the life of this agreement which shall consist of the Swanner House. Consultant has inspected this house and finds it acceptable to accommodate Consultant's housing needs. -1- 0 0 Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of City based on the unique services provided herein, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Time of Essence. Time is of the essence in the performance of this Agreement. Section 7. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 8. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 9. Ownership of Documents. -2- 0 0 All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 10. Indemnity. Consultant agrees to protect, defend and hold harmless City, its elected and appointed officials and employees from any and all claims, liabilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property arising out of or in connection with the work, operation or activities of Consultant, its agents, employees and subcontractors in carrying out its obligations under this Agreement. City agrees to protect, and defend and hold harmless Consultant for damages of any nature, including attorney's fees, with respect to any claims or lawsuits arising out the normal course of work performed by Consultant as interim City Manager. Section 11. Termination. Notwithstanding the term provided for this agreement, City and Consultant shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to the other party. In addition, this Agreement may be terminated for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 12. Notices. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Director of Administrative Services -3- 0 • To Consultant: Pam Gibson 1810 Sperring Road Sonoma, CA 95476 Section 13. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the partieis hereto have executed this Agreement. ATTEST: //{// 4 t�aret R. Monahan, City Clerk APPROVED AS TO FORM: -6L1?A4JJ-- John R Shaw, City Attorney CITY OF SAN JUAN CAPISTRANO BY: ` — o eT, mayor CONSULTANT me