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Home My WebLink About2010 CON CDC Husk Partners - Consulting ServicesHUSK PARTNERS, INC. PROFESSIONAL SERVICES AGREEMENT Effective Date December 16, 2010 Parties: HUSK PARTNERS, INC., an Arizona Corporation ("Consultant") and THE COMMUNITY DEVELOPMENT COMMISSION (CDC) OF THE CITY OF NATIONAL CITY, CALIFORNIA ("Client"). Purpose: 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 commence on December 16, 2010 (the "Commencement Date") and shall thereafter remain in effect on a month -to -month basis, terminable by either party upon the expiration of thirty (30) days' written notice (the "Early Termination Date") by the party seeking termination, provided that in no event shall this Agreement remain in effect later than July 4, 2011 (the "Date of Termination"). Page 2 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 Seven Thousand Five Hundred Dollars ($7,500.00) plus authorized expenses, from the Commencement Date through the Date of Termination or Early Termination Date. Should this Agreement be terminated prior to the end of any month, the monthly fee shall be pro -rated. 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 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 the date first above written. Professional Services Agreement between City of National City and Husk Partners Page 6 ROVED f . TO FORM: fit 6irkle A laudia G. Sil .I City Attomey CLIENT: COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: / / r✓ CHRIS ZAPATA Its: City Manager 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: 47,-/AA l ; GA. HUSK Its: President Address: 1702 East Highland Avenue Suite 100 Phoenix, Arizona 85016 Professional Services Agreement between City of National City and Husk Partners OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax December 16, 2010 Mr. Gary Husk Husk Partners, Inc. 1702 East Highland Avenue, Suite 100 Phoenix, AZ 85016 Dear Mr. Husk, On December 16th, 2010, an Agreement was executed between the Community Development Commission of the City of National City and Husk Partners, Inc. We are enclosing for your records a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosure cc: Community Development Commission