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Resolution No. 93991 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9399 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A CONSULTING AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND HMD CONSULTING REGARDING MEDIA RELATIONS WHEREAS, the City of Vernon ("City") desires to retain the services of a consultant to perform media relations, strategic communications and crisis and issues management consulting services for the City; and WHEREAS, the City has determined that HMD Consulting ("HMD"), a public relations/marketing firm, possesses the technical knowledge and expertise to furnish the services required by the City; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with HMD setting forth the terms and conditions for the performance of the media consulting services to enhance services provided to the Vernon community. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Consulting Agreement with HMD, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Agreement with HMD for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send a fully executed Agreement to: HMD Consulting Attn. Hilda Delgado 920 Colorado Blvd., Building 2 Los Angeles, CA 90041 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 27th day of August, 2007. EST: UELA GIRON, Cry Clerk Name: Leonis C. Malburg Title: Mayor - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9399, was duly adopted by the City Council of the City of Vernon at a special meeting of the City Council duly held on Monday, August 27, 2007, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) MANUELA G ONI City Clerk - 3 - EXHIBIT CONSULTING AGREEMENT This Consulting Agreement made August 5, 2007 between HMD Consulting and the City of Vernon. The City of Vernon, based in 4305 Santa Fe Ave, Vernon, CA 90058 and the public relations/marketing firm having principal place of 920 Colorado Blvd., Building 2, Los Angeles, CA 90041 (hereinafter called "Consultant"), provides the following: - Media Relations, Strategic communications and Crisis and Issues Management for the City of Vernon. ARTICLE 1. TERM OF CONTRACT Section 1.01. TERM. This agreement will become effective on August 27, 2007 and will continue in effect through August 26, 2008 unless terminated in accordance with the provisions of Article 7 of this agreement. This agreement is not subject to renewal or extension, except by written agreement of each party hereto. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS Section 2.01. INDEPENDENT CONTRACTOR STATUS. It is the express intention of the parties that Consultant is an independent contractor and not an employee, agent, joint venture or partner of The City of Vernon . Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the City of Vernon and Consultant or any employee or agent of Consultant. Both parties acknowledge that Consultant is not an employee for state or federal tax purposes. Consultant shall retain the right to perform services for others during the term of this agreement, except to the extent that such services would directly conflict with the services provided to the city of Vernon. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT Section 3.01. SPECIFIC SERVICES. Consultant agrees to advise the City of Vernon including but not limited to: Overview The City of Vernon wants to create awareness and create a greater community and consumer awareness through 1) public relations campaign aimed at building visibility and credibility of the the City's services and the benefits to residents and business community. The City of Vernon will require planning and strategizing of a community outreach program. OBJECTIVES Primary: Long -Term Section 1 • Identify Major Issues A: Lack of outreach B: Create positive perception Section 2 • Media Outreach Look for publications that can be briefed about Vernon's mission. Look for key issues these publications have identified when it comes to the benefits of living and operating businesses in the City of Vernon. Section 3 • Messaging Tell a simple, positive and compelling story Tailor messages to target audience D: Community messages E: Political messages Section 4 • Outreach Strategy G: Vehicles to communicate our message to various groups - Letters - E-newsletters - Brochures - Presentations - Website H: Timing of Outreach for various groups - On -going Secondary: Short -Term • Draft: - Fact Sheet Find opportunities for the City to build visibility among business groups and developers that can support the City's mission. • Confirm and set-up interviews • Produce public relations strategy for Los Angeles • Monitor and track responses Section 3.02. METHOD OF PERFORMING SERVICES. Consultant will determine the method, details, and means of performing the above -described services, subject to the approval of The city of Vernon, provided that Consultant shall not represent the City of Vernon as an agent or negotiate directly with third parties on behalf of the City of Vernon Consultant shall report and provide the services directly to the City Attorney of the City of Vernon Section 3.03. PLACE OF WORK. If necessary, the City of Vernon shall provide office support services to Consultant for the services being performed on behalf of the City of Vernon. ARTICLE 4. COMPENSATION Section 4.01. AMOUNT OF COMPENSATION. In consideration for the services to be performed by Consultant, the City of Vernon agrees to pay Consultant a retainer of $5,000 a month, which HMD consulting Group shall bill against at the rate of $225.00 per hour. To the extent the retainer amount is not fully utilized in a given month, the City of Vernon shall receive credit for the remaining amount and the retainer amount paid for the following month shall reflect such credit. Notwithstanding the foregoing, HMD Consulting Group shall receive a minimum of $2,000.00 per month in addition to its out of pocket expenses. Section 4.02. DATE FOR PAYMENT OF COMPENSATION. Payment will be made at the end of the month (on the 30`"), upon inception of the contract on August 27, 2007. Section 4.03. EXPENSES. Upon receipt of appropriate documentation, the City of Vernon shall reimburse Consultant on a receipt basis for those customary and reasonable out-of-pocket expenses, without markup (including toll and cellular telephone charges and reasonable travel and entertainment charges), incidental to the performance of services for public relations. Any expenses exceeding $300 shall require prior written authorization by the City of Vernon. Consultant shall be responsible for all taxes required of or imposed against Consultant. Consultant shall also be responsible for health insurance coverage. ARTICLE 5. OBLIGATIONS OF CONSULTANT Section 5.01. ASSIGNMENT. Neither this agreement nor any rights, duties or obligations under this agreement may be delegated or assigned by Consultant without the prior written consent of The City Attorney Jeff Harrison. Section 5.02. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Consultant shall not disclose to any unauthorized person any confidential information she may obtain regarding the City of Vernon, its customers, or its methods of doing business. All confidential information, including but not limited to files, records, documents, data, lists, and similar items relating to the business of the City of Vernon, whether prepared by Consultant or otherwise coming into her possession, shall remain the exclusive property of the City of Vernon and shall not be used by Consultant except in the course of the performance of Consultant's services under this Consulting Agreement. Section 5.03. RESTRICTIVE COVENANT. During the term of this agreement, Consultant shall not, directly or indirectly, either as an employer, employee, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in direct competition with the business of the City of Vernon Section 5.04. STATE AND FEDERAL TAXES. As Consultant is not the City of Vernon employee, Consultant is responsible for paying all required state and federal taxes. In particular: 5.04.01 The City of Vernon will not withhold FICA (Social Security) from Consultant's payments; 5,04.02 The City of Vernon will not make state or federal unemployment insurance contributions on Consultant's behalf; 5.04.03 The City of Vernon will not withhold state or federal income tax from payment to HMD Consulting Group, the Consultant; 5.04.04 The City of Vernon will not make disability insurance contributions on behalf of Consultant; 5.04.05 The City of Vernon will not make health insurance contributions on behalf of Consultant, 5.04.06 The City of Vernon will not obtain workers' compensation insurance on behalf of Consultant. ARTICLE 6. OBLIGATIONS OF THE CITY OF VERNON Section 6.01. COOPERATION_ The City of Vernon agrees to comply with all reasonable requests of Consultant necessary to the performance of Consultant's duties under this agreement. Section 6.02. ASSIGNMENT. Neither this agreement nor any rights, duties or obligations under this agreement may be delegated or assigned by the City of Vernon without the prior written consent of Consultant. ARTICLE 7. TERMINATION OF AGREEMENT Section 7.01. TERMINATION ON OCCURRENCE OF STATED EVENTS. This agreement shall terminate automatically on the occurrence of any of the following events: Bankruptcy or insolvency of either party; Sale of the business of either party; Death of either party. Section 7.02. TERMINATION... Either party may terminate this Agreement, with or without cause, upon thirty (30) days' written notice to the other party. ARTICLE 8. GENERAL PROVISIONS Section 8.01. NOTICES. Any notices given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this agreement, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of two days after mailing. Section 8.02. ENTIRE AGREEMENT OF THE PARTIES. This agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by Consultant for the City of Vernon and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this agreement acknowledges that no representations, inducements, promises, or agreements have been made, orally or otherwise, by any party, or by anyone acting on behalf of any party, which is not embodied herein, and that no other agreement, statement or promise not contained in this agreement shall be valid or binding. Any modification of this agreement will be effective only if it is in writing signed by the party to be charged. Section 8.03. PARTIAL INVALIDITY. If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Section 8.04. ATTORNEYS' FEES. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate legal action brought for that purpose, in addition to any other relief to which that party may be entitled. Section 8.05. GOVERNING LAW. This agreement will be governed by and construed in accordance with the laws of the State of California. Executed at Los Angeles, California, on Monday, August 27, 2007. CONSULTANT: HMD Consulting Group IM Hilda Marella Delgado Principal HMD Consulting Group 20740 Stephanie Drive Los Angeles, CA 91305 Taxpayer Identification Number: The City of Vernon : By----------------------------------- Leonis C. Malburg Mayor City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 Attest: Nelly Giron, City Clerk Approved as to form Jeff A. Harrison City Attorney SUPPORTING DOCUMENTS CONSULTING AGREEMENT This Consulting Agreement made August 5, 2007 between HMD Consulting and the City of Vernon. The City of Vernon, based in 4305 Santa Fe Ave, Vernon, CA 90058 and the public relations/marketing firm having principal place of 920 Colorado Blvd., Building 2, Los Angeles, CA 90041 (hereinafter called "Consultant"), provides the following: - Media Relations, Strategic communications and Crisis and Issues Management for the City of Vernon. ARTICLE 1. TERM OF CONTRACT Section 1.01. TERM. This agreement will become effective on August 27, 2007 and will continue in effect through August 26, 2008 unless terminated in accordance with the provisions of Article 7 of this agreement. This agreement is not subject to renewal or extension, except by written agreement of each party hereto. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS Section 2.01. INDEPENDENT CONTRACTOR STATUS. It is the express intention of the parties that Consultant is an independent contractor and not an employee, agent, joint venture or partner of The City of Vernon . Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the City of Vernon and Consultant or any employee or agent of Consultant. Both parties acknowledge that Consultant is not an employee for state or federal tax purposes. Consultant shall retain the right to perform services for others during the term of this agreement, except to the extent that such services would directly conflict with the services provided to the city of Vernon. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT Section 3.01. SPECIFIC SERVICES. Consultant agrees to advise the City of Vernon including but not limited to: Overview The City of Vernon wants to create awareness and create a greater community and consumer awareness through 1) public relations campaign aimed at building visibility and credibility of the the City's services and the benefits to residents and business community. The City of Vernon will require planning and strategizing of a community outreach program. OBJECTIVES Primary: Long -Term Section 1 • Identify Major Issues A: Lack of outreach B: Create positive perception Section 2 • Media Outreach Look for publications that can be briefed about Vernon's mission. Look for key issues these publications have identified when it comes to the benefits of living and operating businesses in the City of Vernon. Section 3 • Messaging Tell a simple, positive and compelling story Tailor messages to target audience D: Community messages E: Political messages Section 4 • Outreach Strategy G: Vehicles to communicate our message to various groups - Letters - E-newsletters - Brochures - Presentations - Website H: Timing of outreach for various groups - On -going Secondary: Short -Term • Draft: Fact Sheet Find opportunities for the City to build visibility among business groups and developers that can support the City's mission. • Confirm and set-up interviews • Produce public relations strategy for Los Angeles • Monitor and track responses Section 3.02. METHOD OF PERFORMING SERVICES. Consultant will determine the method, details, and means of performing the above -described services, subject to the approval of The city of Vernon, provided that Consultant shall not represent the City of Vernon as an agent or negotiate directly with third parties on behalf of the City of Vernon Consultant shall report and provide the services directly to the City Attorney of the City of Vernon Section 3.03. PLACE OF WORK. If necessary, the City of Vernon shall provide office support services to Consultant for the services being performed on behalf of the City of Vernon. ARTICLE 4. COMPENSATION Section 4.01. AMOUNT OF COMPENSATION. In consideration for the services to be performed by Consultant, the City of Vernon agrees to pay Consultant a retainer of $5,000 a month, which HMD consulting Group shall bill against at the rate of $225.00 per hour. To the extent the retainer amount is not fully utilized in a given month, the City of Vernon shall receive credit for the remaining amount and the retainer amount paid for the following month shall reflect such credit. Notwithstanding the foregoing, HMD Consulting Group shall receive a minimum of $2,000.00 per month in addition to its out of pocket expenses. Section 4.02. DATE FOR PAYMENT OF COMPENSATION. Payment will be made at the end of the month (on the 301h), upon inception of the contract on August 27, 2007. Section 4.03. EXPENSES. Upon receipt of appropriate documentation, the City of Vernon shall reimburse Consultant on a receipt basis for those customary and reasonable out-of-pocket expenses, without markup (including toll and cellular telephone charges and reasonable travel and entertainment charges), incidental to the performance of services for public relations. Any expenses exceeding $300 shall require prior written authorization by the City of Vernon. Consultant shall be responsible for all taxes required of or imposed against Consultant. Consultant shall also be responsible for health insurance coverage. ARTICLE 5. OBLIGATIONS OF CONSULTANT Section 5.01. ASSIGNMENT. Neither this agreement nor any rights, duties or obligations under this agreement may be delegated or assigned by Consultant without the prior written consent of The City Attorney Jeff Harrison. Section 5.02. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Consultant shall not disclose to any unauthorized person any confidential information she may obtain regarding the City of Vernon, its customers, or its methods of doing business. All confidential information, including but not limited to files, records, documents, data, lists, and similar items relating to the business of the City of Vernon, whether prepared by Consultant or otherwise coming into her possession, shall remain the exclusive property of the City of Vernon and shall not be used by Consultant except in the course of the performance of Consultant's services under this Consulting Agreement. Section 5.03. RESTRICTIVE COVENANT. During the term of this agreement, Consultant shall not, directly or indirectly, either as an employer, employee, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in direct competition with the business of the City of Vernon Section 5.04. STATE AND FEDERAL TAXES. As Consultant is not the City of Vernon employee, Consultant is responsible for paying all required state and federal taxes. In particular: 5.04.01 The City of Vernon will not withhold FICA (Social Security) from Consultant's payments; 5.04.02 The City of Vernon will not make state or federal unemployment insurance contributions on Consultant's behalf; 5.04.03 The City of Vernon will not withhold state or federal income tax from payment to HMD Consulting Group, the Consultant; 5.04.04 The City of Vernon will not make disability insurance contributions on behalf of Consultant; 5.04.05 The City of Vernon will not make health insurance contributions on behalf of Consultant, 5.04.06 The City of Vernon will not obtain workers' compensation insurance on behalf of Consultant. ARTICLE 6. OBLIGATIONS OF THE CITY OF VERNON Section 6.01. COOPERATION,, The City of Vernon agrees to comply with all reasonable requests of Consultant necessary to the performance of Consultant's duties under this agreement. Section 6.02. ASSIGNMENT. Neither this agreement nor any rights, duties or obligations under this agreement may be delegated or assigned by the City of Vernon without the prior written consent of Consultant. ARTICLE 7. TERMINATION OF AGREEMENT Section 7.01. TERMINATION ON OCCURRENCE OF STATED EVENTS. This agreement shall terminate automatically on the occurrence of any of the following events: • Bankruptcy or insolvency of either party; • Sale of the business of either party; • Death of either party. Section 7.02. TERMINATION. Either party may terminate this Agreement, with or without cause, upon thirty (30) days' written notice to the other party. ARTICLE 8. GENERAL PROVISIONS Section 8.01. NOTICES. Any notices given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this agreement, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of two days after mailing. Section 8.02. ENTIRE AGREEMENT OF THE PARTIES. This agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by Consultant for the City of Vernon and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this agreement acknowledges that no representations, inducements, promises, or agreements have been made, orally or otherwise, by any party, or by anyone acting on behalf of any party, which is not embodied herein, and that no other agreement, statement or promise not contained in this agreement shall be valid or binding. Any modification of this agreement will be effective only if it is in writing signed by the party to be charged. Section 8.03. PARTIAL INVALIDITY. If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Section 8.04. ATTORNEYS' FEES. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate legal action brought for that purpose, in addition to any other relief to which that party may be entitled. Section 8.05. GOVERNING LAW. This agreement will be governed by and construed in accordance with the laws of the State of California. Executed at Los Angeles, California, on Monday, August 27, 2007. CONSULTANT: HMD Consulting Group Hilda Marella Delgado Principal HMD Consulting Group 20740 Stephanie Drive Los Angeles, CA 91305 Taxpayer Identification Number: The City of Vernon : Leonis C. Malburg Mayor City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 Attest: X Giron, ity erk Manuela Approved as tp form 16 t i P 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 September 10, 2007 HMD Consulting Attn: Ms. Hilda Delgado 920 Colorado Blvd., Building 2 Los Angeles, CA 90041 RE: Consulting Services Agreement Transmitted herewith is a fully executed agreement, as referenced above, approved by City Council on August 27, 2007, through Resolution No. 9399. Should there be any questions on this matter, please contact Jeff Harrison at (323) 583-8811 extension 173. Sincerely, Nelly G an City Clerk NG:dr Enclosures c: Sharon Duckworth Jeff Harrison Resolution No. 9399 Agreement File No. 07-090 E�c(usively Industriaf