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HomeMy WebLinkAbout2006 CON CDC Husk Partners - Harbor DistrictHUSK PARTNERS, INC. PROFESSIONAL SERVICES AGREEMENT Effective Date November 1, 2006 Parties: Purpose: HUSK PARTNERS, INC., an Arizona Corporation ("Consultant") and THE COMMUNITY DEVELOPMENT COMMISSION (CDC) OF 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 terms 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 January 8, 2008. The parties agree that this Agreement may be terminated by either party with a minimum of thirty (30) days written notice by the party seeking termination. The parties agree that this Agreement Page 2 may be extended beyond the foregoing date upon written agreement between Consultant and Client. 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 pay the Consultant a total monthly fee in the amount of Five Thousand Dollars ($5,000.00) plus authorized expenses from the effective date of this agreement through January 7, 2008. 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) days after receipt of said invoice. 5. Expenses. Client shall be responsible for the payment of all authorized expenses incurred relative to the Consultant's duties, including normal travel, lodging, meals and mileage. The Client will also be responsible for payment of any pre -approved extraordinary expenses incurred as a result of Client's directives. 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 Professional Services Agreement between City of National City and Husk Partners Page 3 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. Furthermore, the Consultant retains the sole and absolute discretion and judgment in 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. Dispute Resolution. The parties agree that any dispute involving the terms of this Agreement shall be resolved by the parties selecting a mutually acceptable arbiter whose decision shall be binding on the parties. 10. Amendments. This Agreement may not be amended or modified except in writing signed by the parties. Professional Services Agreement between City of National City and Husk Partners Page 4 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. 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 haiiiiless 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 performance 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 Professional Services Agreement between City of National City and Husk Partners Page 5 distinct from the other provisions of the Agreement and the rights and responsibilities herein shall survive the termination of the Agreement. 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 California 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. 17. Conflict of Interest. Consultant agrees not to represent any other governmental entity in San Diego County, California during the course of this contract unless it seeks and obtains a written waiver of a conflict of interest from Client. IN WITNESS WHEREOF, the parties have executed this Agreement this 9th day of January, 2007. Professional Services Agreement between City of National City and Husk Partners Page 6 CLIENT: COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: RON MORRISON Its: Chairman Address for Notice and Billing Purposes: Community Development Commission City of National City 1243 National City Boulevard National City, CA 91950-4301 CONSULTANT: Husk Partners, Inc., an Arizona Corporation /} I / By: L_.:4 ARY . HUSK Its: President Address: 1702 East Highland Avenue Suite 100 Phoenix, Arizona 85016 RESOLUTION NO. 2007 — 6 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY (CDC) AUTHORIZING THE CHAIRMAN TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES WITH HUSK PARTNERS, INC. TO PROVIDE ASSISTANCE WITH RESPECT TO GOVERNMENTAL AFFAIRS, PUBLIC RELATIONS, ECONOMIC DEVELOPMENT, GENERAL MANAGEMENT AND MEDIA AFFAIRS, PARTICULARLY IN CONNECTION WITH THE DEVELOPMENT OF THE CDC'S HARBOR DISTRICT REDEVELOPMENT PROJECT AREA WHEREAS,,the Community Development Commission of the City of National City (CDC) desires to retain a consultant to provide assistance with respect to governmental affairs, public relations, economic development, general management and media affairs, particularly in connection with the development of the CDC's Harbor District Redevelopment Project Area; and WHEREAS, Husk Partners, Inc. is well -experienced and skilled in providing the type of services desired by the CDC, and is willing to enter into an agreement to provide such services to the CDC. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute an agreement with Husk Partners, Inc. to provide assistance with respect to government affairs, public relations, economic development, general management and media affairs. Said agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 9th day of January Ron Morrison, Chairman ATTEST: Brad Raulston, Secretary APPROVED AS TO FORM: George H. Eiser, III Legal Counsel Passed and adopted by the Community Development Commission of National City, California, on January 9, 2007, by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Parra, Ungab, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman Communit 1 -velo Secretary t Commission pment Commission By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2007-6 of the Community Development Commission of the City of National City, California, passed and adopted on January 9, 2007. Secretary Community Development Commission By: Deputy r City of National City, California COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT MEETING DATE January 9, 2007 AGENDA ITEM NO. 13 ITEM TITLE RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY (CDC) AUTHORIZING THE CHAIRMAN TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES WITH HUSK PARTNERS, INC. TO PROVIDE ASSISTANCE WITH RESPECT TO GOVERNMENTAL AFFAIRS, PUBLIC RELATIONS, ECONOMIC DEVELOPMENT, GENERAL MANAGEMENT AND MEDIA AFFAIRS, PARTICULARLY IN CONNECTION WITH THE DEVELOPMENT OF THE CDC'S HARBOR D STRICT REDEVELOPMENT PROJECT AREA PREPARED BY George H. Eiser, III p DEPARTMENT City Attorney (Ext. 4221) EXPLANATION The CDC desires to retain a consultant to provide assistance with respect to governmenal affairs, public relations, economic development, general management and media affairs, particularly in connection with the development of the CDC's Harbor District Redevelopment Project Area. Husk Partners, Inc. and their principal, Gary Husk, are well -experienced and skilled in providing these services. An Agreement has been proposed with Husk Partners, Inc., with a term begining November 1, 2006, and ending January 8, 2008, provided that either the City or the consultant has the option of cancelling the agreement upon 30 days' written notice. Pursuant to the agreement, the consultant would receive $5,000 per month for their services. The agreement contains the customary provisions requiring the consultant to carry insurance, and to indemnify the CDC for acts of negligence in the performance of the agreement. The agreement provides that the consultant shall not represent any other public entities in the County during the term of the agreement without the CDC's consent. Environmental Review , f N/A Financial Statement Funds are available. Approved By: dbyi ,44111 Finance Director Project# 900743 Account No. 360-460-743-213-0000 STAFF RECOMMENDATION Adopt resolution. BOARD / COMMISSION RECOMMENDATION N/A ATTACHMENTS ( Listed Below ) Agreement Resolution Resolution No. - C, A-200 (9/99) HUSK PARTNERS, INC. PROFESSIONAL SERVICES AGREEMENT Effective Date Parties: Purpose: November 1, 2006 HUSK PARTNERS, INC., an Arizona Corporation ("Consultant") and THE COMMUNITY DEVELOPMENT COMMISSION (CDC) OF 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 terms 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 January 8, 2008. The parties agree that this Agreement may be terminated by either party with a minimum of thirty (30) days written notice by the party seeking termination. The parties agree that this Agreement Page 2 may be extended beyond the foregoing date upon written agreement between Consultant and Client. 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 pay the Consultant a total monthly fee in the amount of Five Thousand Dollars ($5,000.00) plus authorized expenses from the effective date of this agreement through January 7, 2008. 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) days after receipt of said invoice. 5. Expenses. Client shall be responsible for the payment of all authorized expenses incurred relative to the Consultant's duties, including normal travel, lodging, meals and mileage. The Client will also be responsible for payment of any pre -approved extraordinary expenses incurred as a result of Client's directives. 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 Professional Services Agreement between City of National City and Husk Partners Page 3 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. Furthermore, the Consultant retains the sole and absolute discretion and judgment in 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. Dispute Resolution. The parties agree that any dispute involving the terms of this Agreement shall be resolved by the parties selecting a mutually acceptable arbiter whose decision shall be binding on the parties. 10. Amendments. This Agreement may not be amended or modified except in writing signed by the parties. Professional Services Agreement between City of National City and Husk Partners Page 4 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. 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 performance 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 Professional Services Agreement between City of National City and Husk Partners Page 5 distinct from the other provisions of the Agreement and the rights and responsibilities herein shall survive the termination of the Agreement. 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 California 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. 17. Conflict of Interest. Consultant agrees not to represent any other governmental entity in San Diego County, California during the course of this contract unless it seeks and obtains a written waiver of a conflict of interest from Client. IN WITNESS WHEREOF, the parties have executed this Agreement this 9th day of January, 2007. Professional Services Agreement between City of National City and Husk Partners Page 6 CLIENT: COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: RON MORRISON Its: Chairman Address for Notice and Billing Purposes: Community Development Commission City of National City 1243 National City Boulevard National City, CA 91950-4301 CONSULTANT: HUSK PARTNERS, INC., an Arizona Corporation By: GARY A. HUSK Its: President Address: 1702 East Highland Avenue Suite 100 Phoenix, Arizona 85016 Professional Services Agreement between City of National City and Husk Partners RESOLUTION NO. 2007 — RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY (CDC) AUTHORIZING THE CHAIRMAN TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES WITH HUSK PARTNERS, INC. TO PROVIDE ASSISTANCE WITH RESPECT TO GOVERNMENTAL AFFAIRS, PUBLIC RELATIONS, ECONOMIC DEVELOPMENT, GENERAL MANAGEMENT AND MEDIA AFFAIRS, PARTICULARLY IN CONNECTION WITH THE DEVELOPMENT OF THE CDC'S HARBOR DISTRICT REDEVELOPMENT PROJECT AREA WHEREAS, the Community Development Commission of the City of National City (CDC) desires to retain a consultant to provide assistance with respect to governmental affairs, public relations, economic development, general management and media affairs, particularly in connection with the development of the CDC's Harbor District Redevelopment Project Area; and WHEREAS, Husk Partners, Inc. is well -experienced and skilled in providing the type of services desired by the CDC, and is willing to enter into an agreement to provide such services to the CDC. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute an agreement with Husk Partners, Inc. to provide assistance with respect to government affairs, public relations, economic development, general management and media affairs. Said agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 9th day of January 2007. Ron Morrison, Chairman ATTEST: Brad Raulston, Secretary APPROVED AS TO FORM: George H. Eiser, III Legal Counsel 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 February 15, 2007 Mr. Gary A. Husk Husk Partners, Inc. 1702 East Highland Avenue, Suite 100 Phoenix, AZ 85016 Dear Mr. Husk, On January 9, 2007, Resolution No. 2007-6 was passed and adopted by the Community Development Commission of National City, authorizing the Chairman to execute an agreement for professional services with Husk Partners, Inc. to provide assistance with respect to Governmental Affairs, Public Relations, Economic Development, General Management and Media Affairs, particularly in connection with the development of the CDC's Harbor District Redevelopment Project Area. We are enclosing for your records a certified copy of the above Resolution and a fully executed copy of the agreement. Michael R. Dalla, CMC City Clerk Enclosure cc: City Attorney ® Recycled Paper