HomeMy WebLinkAbout2006 CON Husk Partners - Consultant for StadiumHUSK PARTNERS, INC.
PROFESSIONAL SERVICES AGREEMENT
Effective Date May 1, 2006
/ Parties:
Purpose:
HUSK PARTNERS, INC., an Arizona Corporation
("Consultant") and THE CITY OF NATIONAL CITY,
CALIFORNIA ("Client").
The Consultant is in the business of providing
consulting services to businesses and organizations
dealing with economic development, governmental
relations, public and media relations, planning and
marketing, and political strategies. The Consultant's
services may include other matters as set forth
below. The purpose of this Agreement, therefore, is
to document the teiuis and conditions of the
professional relationship to be established between
the Client and Consultant.
AGREEMENTS:
1. Engagement of Services. The Client agrees to retain the
services of the Consultant and the Consultant agrees to perform services for the
Client upon the terms and conditions hereinafter set forth.
2. Term of Agreement. This Agreement shall be effective as of
the Effective Date and shall continue until December 31, 2006. The parties agree that
this Agreement may be extended beyond the foregoing date upon written agreement
between Consultant and Client.
Page 2
National City Contract
3. Nature of Services to be Performed. During the term of this
Agreement, the Consultant will render advisory and consulting services and will give
the Client the benefit of its special knowledge, skill, contacts, business and political
experience. Specifically, Consultant agrees to assist client with its government
affairs, public relations, economic development, general management and media
affairs.
4. Compensation. The Client shall compensate the Consultant
at a discounted rate of One Hundred Dollars ($100.00) per hour plus reasonable
expenses, including travel, meals, lodging and mileage. The Consultant shall submit
a monthly invoice to the Client on the first day of the month and Client shall make
payment in full to Consultant no later than ten (10) after receipt of said invoice.
5. Expenses. Client shall be responsible for the payment of all
reasonable expenses, including travel, meals, lodging and mileage. The Consultant
will be required to obtain pre -approval from the Client for any extraordinary expenses
incurred as a result of Consultant's services. Any such expenses shall be submitted to
Client in a manner consistent with standard policies and procedures.
6. Relationship Between Parties. The Client retains the services
of the Consultant only for the purposes and to the extent set forth in this Agreement,
and the Consultant's relationship to the Client shall, during the term of this
Agreement, be that of an independent contractor. The Consultant shall be free to
dispose of its time, energy, and skill as it deems appropriate, except that the
Consultant shall perform all services reasonably requested by the Client. The
Consultant shall not be considered, as a result of this Agreement, as having an agency
or employee status or as being entitled to participate in any plans, arrangements, or
distributions by the Client pertaining to or in connection with any pension, stock,
bonus, profit sharing or similar benefits provided the Client's regular employees.
Furtheuuiore, the Consultant retains the sole and absolute discretion and judgment in
2
Page 3
National City Contract
the manner and means of rendering the consulting services contemplated by this
Agreement and the parties agree that the Client shall have no right or duty to control
the manner by which the Consultant renders those contemplated services, except as
noted`otherwise in writing.
7. Taxes Workmen's Compensation, Fringe Benefits. The
Consultant agrees that it will pay all applicable federal and state income taxes and
self-employment taxes with respect to any amounts received under the terms of this
Agreement. Unless otherwise required by applicable law, the Client shall not
withhold from the amounts paid to the Consultant any amounts for federal or state
income taxes or social security taxes. The Client shall not provide any fringe benefits
for the Consultant including, but not limited to, vacation or sick pay, life insurance,
health insurance or retirement benefits. The Client will not cover the Consultant
under any state unemployment compensation or workmen's compensation laws.
8. Attorneys' Fees. The prevailing party in any dispute arising
out of this Agreement shall be reimbursed by the other party for all costs and
expenses incurred in such proceeding, including reasonable attorneys' fees.
9. Governing Law. The laws of the State of Arizona shall govern
this Agreement.
10. Amendments. This Agreement may not be amended or
modified except in writing signed by the parties.
11. Entire Agreement. This Agreement contains the entire
understanding of the parties and supersedes any prior understandings and agreements,
written or oral, respecting the subjects discussed herein.
3
Page 4
National City Contract
12. Time of the Essence. Time is of the essence of this
Agreement.
13. Notices. Any and all notices required by this Agreement shall
be personally delivered or sent by certified mail, return receipt requested, addressed to
a party at its address set forth herein, or at such other address as may be designated to
the other party in accordance with this paragraph. A notice shall be deemed effective
when received, or delivered, if personally delivered.
14. Liability. Client acknowledges that it retains final authority to
act upon any recommendations by Consultant and the Consultant does not and shall
not guarantee or warrant the outcome of the issues. The Consultant and its
independent contractors shall exercise the due care and diligence of professional
business consultants in performing its services for the Client, but Consultant shall not
be liable for any mistake of judgment, any other action taken in good faith on behalf
of the Client or any loss unless the loss is the result of gross negligence, dishonesty,
fraudulent or criminal acts of the Consultant. Client agrees to indemnify, defend and
hold harmless the Consultant against loss, damages or expense, including court costs
and attorneys fees arising out of claims, demands or lawsuits brought against the
Consultant for actions taken in performance of this Agreement or at the direction of
the Client, except for claims arising out of the gross negligence, dishonesty,
fraudulent or criminal acts of the Consultant. Consultant agrees to indemnify, defend
and hold harmless the Client against loss, damages or expense, including court costs
and attorneys fees arising out of claims, demands or lawsuits brought against the
Client for actions taken in perfoimnance of this Agreement or at the direction of the
Consultant, except for claims arising out of the gross negligence, dishonesty,
fraudulent or criminal acts of the Client. This section of the Agreement is separate and
distinct from the other provisions of the Agreement and the rights and responsibilities
herein shall survive the termination of the Agreement.
4
Page 5
National City Contract
15. Confidential Information. Consultant shall hold in confidence
not use (except for the benefit of Client or its designee(s)) , and not disclose to
anyone, without prior written authorization of Client, any and all information which
may be received in the course of work with Client, its employees, or other firms under
contract to Client, or which may be created or compiled by Consultant in the
performance of this Agreement. Consultant shall deliver or return to Client (or its
designee(s)), upon request, all information and work created or compiled by
Consultant in performance of the services for Client which Consultant received in the
course of its work on behalf of Client, its employees, or other firms under contract to
Client.
16.Insurance Coverage. Consultant agrees to maintain the
following minimum insurance coverage during the term of this Agreement: (A) The
amount required by Arizona law for Worker's Compensation, (B) One million dollars
general liability insurance, (C) One million dollars ($1,000,000.00) combined single
limit general automobile insurance, and (D) One million dollars ($1,000,000.00) per
claim and in the aggregate of professional liability insurance. Consultant agrees to
produce certificates of insurance upon written request.
IN WITNESS WHEREOF, the parties have executed this
Agreement this 1st day of May 2006.
5
Page 6
National City Contract
CLIENT:
CITY OF NATIONAL CITY, CALIFORNIA
By:
CHRIS ZATA
Its: City Manager
Address for Notice and Billing Purposes:
1243 National City Blvd.
National City, California 91950
CONSULTANT:
HUSK PARTNERS, Inc., an Arizona
Corporation nn
�C� l
By:
GAR A. HUSK
Its: President
Address: 411 N. Central Avenue
Suite 640
Phoenix, Arizona 85004
6
08. 01/2006 09:36 6023070315
PAGE 02
HUSK
PARTNERS
May 9, 2006
Mr. Chris Zapata, City Manager
City of National City
1243 National City Boulevard
National City, California 91950
Dear Mr. Zapata:
Thank you for providing Husk Partners with the opportunity to submit a letter of
interest to assist National City in its efforts to construct a new football stadium for the
San Diego Chargers of the National Football League (NFL). This is an intriguing project
that has enormous potential for National City and is critical to San Diego County. 1 am
confident that this firm's unique experience can be of invaluable assistance to National
City.
Husk Partners, formerly known as Jamieson & Gutierrez, was instrumental in
developing and implementing a creative political strategy for the construction of publicly
funded sports facilities in the Phoenix area. These facilities included the U.S. Airways
Center (originally named "America West Arena") located in the City of Phoenix, Chase
Field (originally named. "BankOne Ballpark") located in Maricopa County, and the new
Arizona Cardinals Stadium located in Glendale.
1n each of the foregoing projects, this firm worked closely with the appropriate
governmental entities, the professional, sports management, the professional
league/association and financial analysts to create a financing formula that would be
appealing to both the general public and the public policy makers. Once this formula was
established, the firm was responsible for developing a political strategy for obtaining
approval by either elected officials and/or the electorate.
In addition to the foregoing experience, Husk Partners has also had the privilege
of representing the some of the tenants of these facilities including the Arizona
Diamondbacks, the Phoenix Suns, the Fiesta Bowl and the Insight Bowl. The firm's
experience with amateur sports has also involved working with both the NCAA and the
Bowl Championship Series on several significant issues. The firm also has experience in
dealing with both NFL franchises and the NFL itself. Candidly, the firm has, on
occasion, has been called upon to battle the NFL on policy issues.
411 N. Central Ave. Suite 640 Phoenix, AZ 85004
607-307.5080 FA% 307-0315 Huskpariners.com
a8i01'2006 09:35 5023070315
PAGE 03
�I
Page 2
Chris Zapata
May '9, 2006
The firm is very proud to have played a significant role in the creation of these
state-of-the-art facilities that have attracted economic development and enhanced the
quality of life for all Arizonans. This firma would welcome the opportunity to have
similar positive impact in National City.
In an effort to be a part of this exciting project, Husk partners is prepared to
represent National City in its efforts at a discounted rate of one hundred dollars ($100.00)
per hour plus reasonable and documented expenses (travel, meals and lodging). Further,
we would be available to begin work on this project immediately.
In the event National City is interested in entering into agreement for our services
pursuant to the above -referenced terms, please sign this correspondence and return it to
my office. Upon receipt, I will forward our standard contract for professional service to
you.
Thank you for your consideration and this firm looks forward to being a member
of the National City Team.
Gary A. Husk
President
Contract Approved By:
-tC//-C/0/
Da
City of National City
Office of the City Clerk
1243 National City Boulevard, National City, CA 91950-4397
Michael R. Della, CMC - City Clerk
(619) 336-4228 Fax: (619) 336-4229
August 28, 2006
Gary A. Husk, President
Husk Partners
411 N. Central Avenue
Suite 640
Phoenix, AZ 85004
Project: National City — Football Stadium Project
Dear Mr. Husk:
On May 1st, 2006 the City of National City and Husk Partners entered into an
Agreement for professional services dealing with the construction of a new
football stadium for the San Diego Chargers.
We are pleased to enclose one fully executed original contract for your records.
Should you have any questions, please contact the City Manager's Office at
(619) 336-4244.
Michael R. Dalia
City Clerk
MRD
Enclosure
cc: City Manager
File C2006-37
® Recycled Paper