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HomeMy WebLinkAboutCDC/2009-19 1 2 3 4 5 6 RESOLUTION NO. CDC/2009-19 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH CONCEPCION POWELL AND AUTHORIZING EXECUTION THEREOF, PROVIDING FOR PROFESSIONAL INTERNATIONAL RELATIONS AND BUSINESS AFFAIRS CONSULTANT SERVICES 7 WHEREAS, the rapid growth of Latino businesses in California is making a significant 8 contribution to the American economy by providing employment opportunities for all workers, 9 including women, minorities and immigrants, and by creating a viable mechanism for many workers 10 to enter the economic and social mainstream; and 11 WHEREAS, the City of San Bernardino Economic Development Agency ("Agency") is 12 committed to helping local businesses grow and prosper by providing the tools and informational 13 resources to meet the needs of Latino-owned businesses; and 14 WHEREAS, the Community Development Commission of the City of San Bernardino 15 ("Commission") desires to enter into an international relations and business affairs consultant 16 agreement ("Agreement") with Conception Powell, which will provide economic development and 17 consulting services in the international area to the Agency. 18 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 19 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 20 FOLLOWS: 21 Section 1. The Commission hereby approves and authorizes the Interim Executive 22 Director of the Agency to execute an Agreement with Conception Powell, International Relations 23 and Business Affairs Consultant on behalf of the Agency together with such technical and 24 conforming changes as may be recommended by the Interim Executive Director of the Agency and 25 approved by the Agency Counsel. 26 Section 2. This Resolution shall take effect from and after its date of adoption by this 27 Commission. 28 /1/ I P:\AgendasIResolutions\Resoluljons\2009\05_04_09 Concepcion Powell. Professional Service, Agreement CDC Reso.doc CDC(2009-19 I 2 3 4 5 6 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH CONCEPCION POWELL AND AUTHORIZING EXECUTION THEREOF, PROVIDING FOR PROFESSIONAL INTERNATIONAL RELATIONS AND BUSINESS AFFAIRS CONSULTANT SERVICES I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community Development Commission of the City of San Bernardino at a joint regular 7 meeting 18 19 The foregoing Resolution is hereby approved this Srlf day of May ,2009. 20 21 22 23 24 ~rperson munity Development Commission of the City of San Bernardino 25 Approved as to Form: 26 By: v:~MJ 27 Agency o#!f 28 2 P..\Agendas\Re,olutions\Resolutions\2009\05_04-09ConcepcionPowell-Professional Services Agreement CDC Resodoc CDC/2009-19 AGREEMENT FOR PROFESSIONAL SERVICES This Agreement for Professional Services ("Agreement") is made and entered into on this 4th day of May 2009, by and between the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (hereinafter referred to as "Agency") and Concepcion Powell, International Relations and Business Affairs Consultant (hereinafter referred to as "Consultant"). WITNESSETH WHEREAS, the rapid growth of Latino businesses in California is making a significant contribution to the American economy by providing employment opportunities for all workers, including women, minorities and immigrants, and by creating a viable mechanism for many workers to enter the economic and social mainstream; and WHEREAS, the Agency is committed to helping local businesses grow and prosper by providing the tools and informational resources to meet the needs of Latino-owned businesses; and WHEREAS, the Community Development Commission of the City of San Bernardino ("Commission") desires to enter into an international relations and business affairs consultant agreement ("Agreement") with Conception Powell, which will provide economic development the consulting services in the international area to the Agency; and WHEREAS, the Agency and the Consultant desire to enter into this Agreement to utilize the Consultant's services for marketing and public relations services as described in Exhibit "A" (the "Scope of Services") attached hereto and incorporated herein by reference and the Consultant accepts responsibilities as described herein. NOW, THEREFORE, in consideration of mutual covenants herein set forth and the mutual benefits to be derived there from, the parties agree to enter into this Agreement as follows: 1. TERMS. (a) This Agreement shall commence as of the day and year first above written and shall remain in full force and effect until such time as either party provides a written thirty (30) day termination notice, and shall be subject to appropriate funding within the Agency's armual budget; provided, however, that the term of this Agreement shall not exceed a duration through and including June 30, 20 I 0, unless otherwise amended in writing by the parties. (b) The Consultant shall perform work as requested and as needed by the Agency and promptly provide the finished product to the Agency. 2. CONSULTANT RESPONSIBILITIES. Upon the request of the Agency, the Consultant shall perform each element as needed of the work described in the Scope of Services, Exhibit "A." The Consultant commits the principal personnel listed below to the Scope of Services for the duration of this Agreement: Consultant: Concepcion Powell 1 P:\Agendas\Agenda Attachment.\Agenda Altachment,IAgenda AttachmentslAgrmts_Amend 2009\05.04_09 Final Professional Servioes Agreement _ Concepcion Powell_doc CDC/2009-19 3. AGENCY RESPONSIBILITIES. The Consultant shall provide all supplies and materials necessary to accomplish the work in the Scope of Services, Exhibit "A". The Agency shall provide, in a reasonable timely fashion, the Consultant with any documentation, records, reports, statistics or other data or information pertinent to the Scope of Services, which are reasonably available to the Agency, and necessary to complete assigmnents. 4. CONFIDENTIALITY OF REPORTS. The Consultant shall keep confidential all reports, information and data received, prepared or assembled pursuant to performance hereunder. Such information shall not be made available to any person, news release, firm, corporation, or entity without prior written consent of the Agency's Interim Executive Director of the Agency or designee. 5. COMPENSATION. The maximum compensation for the Consultant's services, including Consultant's costs and expenses, compensation shall be equal to Thirty-Five Dollars and Fifty Cents ($36.50) per hour with a maximum not to exceed the fignre of $70,000 in anyone fiscal year. Reimbursement for travel, including travel mileage at the current Internal Revenue Service rate, and reimbursements for business luncheon meetings shall be pre-approved by the Interim Executive Director of the Agency, in writing on a case-by-case basis, and shall be submitted for reimbursement with the Consultant's monthly invoice as supported by documentation in accordance with the Agency's policies and procedures but shall not exceed Ten Thousand Dollars ($10,000). During the term of this Agreement, the Agency shall pay the Consultant on a bi-monthly basis (every two weeks) upon receipt of an itemized invoice from the Consultant, normally within two (2) weeks of receipt of said invoice. Said compensation shall be considered full and complete reimbursement for all of the Consultant's costs associated with the services provided hereunder. OTHER: The Consultant will retain keys to the interior and exterior of the Agency's building for after-hours office access and assignments. 6. USE OF FUNDS. The funds paid to the Consultant shall be used solely for the purpose as set forth in this Agreement and in accordance with the Scope of Services. The Consultant shall remain in compliance with all state, federal and local laws prior to the receipt of any reimbursement hereunder. 7. NONDISCRIMINATION; MONITORING AND REPORTING WORK PERFORMANCE. The Consultant shall not discriminate because of race, color, national origin, creed, religion, sex, marital status or physical handicap. At the request of the Interim Executive Director of the Agency, or designee, the Consultant shall provide reports or other work products as required, no later than on agreed upon dates of completion. Failure to provide such work products may 2 P;lAgendaslAgenda AttachmenlSlAgC1ldaAnachmentslAgenda AtlachmentslAgrn1!s-Amend 2009\05-04-09 Final Professional Services Agr""menl. Concepcion Powell.doc CDC/2009-19 prevent payment of the Consultant's requests for compensation, and may justify the temporary withholding as provided herein. The Agency reserves the right to waive such breach, without prejudice to any other of its rights hereunder, upon a finding by the Interim Executive Director of the Agency or designee that such failure was due to extraordinary circumstances and that such breach has been timely cured without prejudice to the Agency. 8. CONFLICT OF INTEREST. The Consultant shall maintain a code or standard of conduct. The Consultant shall neither solicit nor accept gratuities, favors, or anything of monetary value for work completed under the Scope of Services. To the extent permissible by state laws, rules and regulations, the standards adopted by the Consultant shall provide for penalties, sanctions, or other disciplinary actions to be applied for violations of such standards by the Consultant. The Consultant shall maintain a code or standard of conduct. The Consultant shall neither solicit nor accept gratuities, favors, or anything of monetary value for work completed under the Scope of Services. To the extent permissible by state laws, rules and regulations, the standards adopted by the Consultant shall provide for penalties, sanctions, or other disciplinary actions to be applied for violations of such standards by the Consultant. 9. INDEPENDENT CONTRACTOR. The Parties intend that the relationship between them created under the Agreement is that of an independent contractor only. The Consultant shall perform each element of the work set forth in the Scope of Services as an independent contractor and shall not be considered an employee of the Agency. This Agreement is by and between the Consultant and the Agency, and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, between the Agency and the Consultant. The Agency is interested only in the results obtained under the Agreement; unless otherwise indicated and Wlder unusual circumstances, the manner and means of performing the services are subject to the Consultant's sole control. The Consultant shall have no right or authority to bind or commit the Agency, unless specifically authorized in writing by the Interim Executive Director of the Agency in each specific instance. The Consultant shall not be entitled to any benefits, including, without limitation, worker's compensation, disability insurance, vacation or sick pay. The Consultant shall be responsible for providing at her expense, and in her name, disability, worker's compensation or other insurance. The Consultant assumes full and sole responsibility for, and shall therefore pay, any and all federal and state income taxes, Social Security, estimated taxes, unemployment taxes, and any other taxes incurred as a result of the compensation set forth herein. The Consultant agrees further to provide the Agency with proof of payment upon reasonable demand. The Consultant holds the Agency harmless from and against any and all claims, demands, losses, costs, fees, liabilities, taxes, penalties, damages or injuries suffered by the Agency (including, but not limited to, attorney fees and court costs, whether or not litigation is commenced) arising out of the failure of the Consultant to comply with this provision. Further, this right of indemnification shall apply to any and all claims, demands, losses, costs, fees, liabilities, taxes, penalties, damages and injuries suffered by the Agency as a result of the classification of the Consultant as independent contractor under this Agreement. 3 P:\Agendas\Agenda AttachmentslAgenda Attachmems\Agcnda AllachmentslAgrmts-Amend 2009\05-04-09 Final Professional Services Agreemenl- Concepcion Powd1.doc CDC/2009-19 to. RECORDS The Consultant shall keep full and accurate records of all consulting work performed under this Agreement. All records, content, sketches, drawings, prints, computations, charts, reports and other documentation made in the course of the consulting work performed hereunder, or in anticipation of the consulting work to be performed in regard to this Agreement, shall at all times be and remain the sole property of the Agency and the Consultant shall turn over to the Agency all copies of the Work Records within seven (7) calendar days after a written request by the Agency. 11. BUSINESS LICENSES/TIN. The Consultant shall obtain a San Bernardino business license and provide the Agency with evidence that her license has been obtained on or before May 4, 2009. The Consultant agrees to keep said license current and valid throughout the term of this Agreement. The Consultant shall obtain a state and federal taxpayer identification number and shall provide evidence to the Agency that this number has been obtained. 12. RIGHT TO OBTAIN OTHER CONTRACTURAL ARRANGEMENTS. The Consultant at any time has the right to: (a) accept employment or other association with any person, redevelopment agency, city or company in the United States of America or any Territory thereof, or through media reasonably accessible by persons in the United States of America or any Territory thereof, or (b) in the United States of America or any Territory thereof, or through media reasonably accessible by Persons in the United States of America or any Territory thereof, engage in activities, projects or services similar in nature or competitive wit those of the Agency, limited only by the confidential information described in Section 4, or (c) become employed by, associate with or otherwise engage any entity anywhere in the world. The Agency acknowledges that the provisions of this Section 12 are reasonable in light of the legitimate business needs ofthe Agency. 13. SUCCESSOR AND ASSIGNMENT. The services as contained herein are to be rendered by the Consultant whose name is as appears first above written and said Consultant shall not assign nor transfer any interest in this Agreement without the prior written consent of the Agency. 14. INDEMNIFICATION. The Consultant agrees to indemnify, defend and hold harmless the Agency and the City of San Bernardino ("City"), its agents, officers and employees from and against all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury or property damage arising out of this Agreement from Consultant's or Consultant's employees but only to the degree of Consultant's negligence, errors or omissions connected with the services performed by or on behalf of the Consultant pursuant to this Agreement and only for which proceeds from valid collectible insurance is available to Agent or City. The costs, salary, and expenses of the Agency's legal counsel in enforcing this Agreement on behalf of the Agency shall be 4 P:\Agendas\Agenda Altachmenls\Ageooa AttachmenllO\Agenda Attachmenl$\Agrmts-Amend 2009\05.04.0(1 Final Professional Services Agreement _ Conccpdon Powell.doc CDC/2009-l9 considered as "legal fees" for the purpose of this Section. The Consultant agrees to obtain a policy of insurance in the minimum amount of Five Hundred Thousand Dollars ($500,000) to cover any and all such claims. The Consultant shall provide the Agency with evidence that the necessary liability insurance has been obtained, and that the Agency has been named as an additional insured on said policy by May 4, 2009. 15. MODIFICATION. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by both parties. 16. CHOICE OF LAW. This agreement, and any dispute ansmg from the relationship between the parties to this Agreement, shall be governed by California law, excluding any laws that direct the application of another jurisdiction's laws. 17. COMPLIANCE WITH LAWS. The parties agree to be bound by applicable federal, state, and local laws, regulations and directives as they pertain to the performance of this Agreement. 18. SEVERABILITY. In the event that any provision herein contained is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair, or invalidate any other provision contained herein. If any such provision shall be deemed invalid due to its scope of breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law. 19. INTERPRETATION. No provision of this Agreement is to be interpreted for or against either party because that party or that party's legal representative drafted such provision, but this Agreement is to be construed as if it were drafted by both parties hereto. 20. CONTRACT EVALUATION AND REVIEW. The on-going assessment and monitoring of the Agreement is the responsibility of the Interim Executive Director of the Agency or designee. 21. ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the retention of the Consultant by the Agency and contains all the covenants and agreements between the parties with respect to such retention. 5 P:\Agendas\Agenda Auachments\Agenda Auachmems\Agenda AnachmentslAgnnts-Amend 2009\05.04_09 Final Proressional Services Agreemc:nl- Con<:epcion Powell-doc CDC/2009-19 22. WAIVER. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any, failure, right, or remedy, shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 23. ARBITRATION. With the exception of matters in which equitable or injunctive relief is sought or required, the parties hereto shall submit all disputes relating to this Agreement, whether sounding in contract, tort, or both, to binding arbitration, in accordance with California Code of Civil Procedure Sections 1280 through 1294.2. Either party may enforce the award of the arbitrator under Section 1285 of the Code of Civil Procedure. The parties understand that they are waiving their rights to a jury trial. For matters in which equitable or injunctive relief is sought or required, a court of competent jurisdiction shall be the appropriate forum. The party demanding arbitration shall submit a written claim to the other party, setting out the basis of the claim and proposing the name of an arbitrator. The responding party shall have ten (I) business days in which to respond to this demand in a written answer. If this response I not timely made, or if the responding party agrees with the person proposed as the arbitrator, then the person named by the demanding party shall sever as the arbitrator. If the responding party submits a written answer rejecting the proposed arbitrator and the parties cannot otherwise agree on an arbitrator, on the request of either party the American Arbitration Association shall select an arbitrator. Except for discovery (as detailed below), the mechanics of the arbitration shall be established by the arbitrator. Limited discovery shall be available. No more then thirty (30) days before the arbitration hearing, a party may serve a document request calling for any document that would be discoverable in civil litigation. The party served with this request shall deliver the requested documents and any objections within five (5) business days. The arbitrator may resolve any dispute over the exchange of documents. Thereafter, each party may take no more than two (2) depositions, each of which shall last no more than four (4) hours each. The arbitrator may resolve any dispute over the depositions as they would be resolved in civil litigation. The parties agree that the arbitrator shall be authorized to award attorney fees and costs to the prevailing party. 24. NOTICE. Notices herein shall be presented in person or by certified or registered United States mail, as follows: To the Consultant: Concepcion Powell, International Relations and Business Affairs Consultant 22721 Palm Avenue, Unit "F" Grand Terrace, California 92313 (909) 213-1773 6 P:\Agendas\Agenda Allacnmenls\Agenda Atlachment.\Agenda Attachments\Agmts-Amend 2009\05-04-09 Final Proli:ssional Services Agreement _ Concepcion Powelldoc CDC/2009-19 To the Agency: Redevelopment Agency of the City of San Bemardino Attn: Emil A. Marzullo, Iuterim Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 (909) 663-1044 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. 25. ENTIRE AGREEMENT. This Agreement with Exhibit "A" constitutes the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the engagement of the Consultant by the Agency and the entire understanding of the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first written above. AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic Dated: ~ /' S -IS/O? By: Emil A. Marzullo, Interim Executive Director z~,f\? .. Approved as to Form and Legal Content: By: ~ /~~f~ Agency Counse ) CONSULTANT International Relations and Business Affairs Consultant Dated: ~~1P;f ~ .6/ ~ B : "4tAiA/ CO~ion Powell ~ 7 P:\AgendasIAgenda Attachrnents\Agenda Atlachmenls\Agenda AttachmentslAgrmts-Amend 2009\05-04-09 Final Profe..iQnal Scrviees Agrc:cmcnl _ Concqx:ion Powell,doc EXHIBIT A SCOPE OF WORK - CONCEPCION POWELL . Create international business relations between the private and governmental sector III Mexico and the City of San Bernardino (the "City"). . Promote corporate business expansion between Mexico and the City. . Assist with trade agreements and create partnerships between the City and the Mexico with trade opportunities. . Create alliances between the City and private groups in Mexico for foreign investment. . Develop and organize trade missions to Mexico and meetings between San Bernardino officials and Mexican government officials, as well as the Mexican private sector for business opportunities and trade. . Develop and organize trade missions from Mexico to San Bernardino to include Mexican governmental officials as well as the Mexicans private sector in order to promote trade opportunities to develop industries between the two entities, for the development of jobs and opportunities. . Promote opportunities of the free trade zone at San Bernardino International Airport to Mexico. . Business liaison between the Hispanic business community and the City. . Promote cultural exchanges and events in order to promote Latino culture and business within the City. . Promote Latino studies and business via the school of International Business at Cal State University, San Bernardino. . Serve as a liaison between the City and the Mexican Consul and the Mexican Consulate. . Create alliances and awareness throughout the state between differing Latino business organizations and trade organizations to promote awareness and business opportunities within the City. 8 P:lAgendaslAgenda Auachmems\Agenda AttachmenlslAgenda AltachmcntslAgrmts-Arnend 2009\05_04_09 Final Professional Services Agreernem - Concepcion Powelldoc