Loading...
Signed Contract_Termination Agreement with Hawks Goodmann & Associations, replaced by Independent Contractor Agreement with THG ConsultantsCity of Dubuque City Council CONSENT ITEMS # 13. Copyrighted March 3, 2025 ITEM TITLE: Signed Contract(s) SUMMARY: Farm 6941 (Chavenelle Road) Lease; Farm 6960 (Humke Road) Lease; FDR Farm Lease; North English Road Farm Lease; Termination Agreement with Hawks Goodmann & Associates, replaced by Independent Contractor Agreement with THG Consultants (Teri Hawks Goodmann). SUGGUESTED Receive and File DISPOSITION: ATTACHMENTS: 1. North English Road Farm Lease 2. FDR Farm Lease 3. Farm 6941 (Chavenelle Road) Lease 4. Original Agreement Termination Agreement Hawks Goodmann & Associates Teri Goodmann 5. Amended Agreement with THG Consultants Teri Goodmann 6. Farm 6960 (Humke Road) Lease Page 165 of 629 TERMINATION AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND HAWKS GOODMANN & ASSOCIATES This Termination Agreement, dated for reference purposes the Zo day of r-e h )-w , 2025, is made an entered into by and between the City of Dubuque, Iowa, an Iowa unicipal corporation and Hawks Goodmann & Associates, an Iowa limited liability company. WHEREAS, in December 2024, the parties entered into an Independent Contractor Agreement for Therese Hawks Goodmann to provide certain services to the City of Dubuque via Hawks Goodmann & Associates; and WHEREAS, Therese Hawks Goodmann now wishes to provide the services in her individual capacity as Therese Hawks Goodmann doing business as THG Consultants; and WHEREAS, the City has no issue with this change; and WHEREAS, the parties desire to mutually terminate the December 2024 agreement and enter into a new agreement directly with Therese Hawks Goodmann d/b/a THG Consultants. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: SECTION 1. The agreement between the City and Hawks Goodmann & Associates iS terminated upon the signature of the parties to this document. CITY OF DUBUQUE, IOWA Its: HAWKS GOODMANN & ASSOCIATES -7� Its: �/�•ctu1� Page 224 of 629 INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (this "Agreement") is made and entered into, as of the 20 day of F-c 6rtA_xq r- tj , 2025, by and between the City of Dubuque, Iowa, a municipal Iowa corporation havin its principal place of business at 50 W 13t" Street, Dubuque, IA 52001 (the "City"), and Therese Hawks Goodmann doing business as THG Consultants having its principal place of business at 1306 Tomahawk Drive, Dubuque, IA 52003 (the "Contractor"). WHEREAS, the City is a municipal corporation charged with the provision of essential and general corporate purposes as outlined in Iowa Code §384.24; and WHEREAS, the Contractor is in the business of providing consulting services, and has the requisite skills and experience to perform such services; and WHEREAS, the City desires to enter into an independent contractor relationship with Contractor, and Contractor desires to render services described below for the City on an independent contractor basis, pursuant to the terms and conditions contained herein; and NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, City and Contractor (collectively, the "Parties") hereby agree as follows: SECTION 1. AGREEMENT FOR SERVICES. Subject to the terms and conditions of this Agreement, City hereby retains Contractor to: a. Facilitate and organize the federal DC Fly -In including visits to relevant and necessary federal agencies, b. Facilitate and organize the federal Congressional Staff Visit to Dubuque, c. Facilitate strategic partnerships with federal agencies and organizations; d. Coordinate the City's federal and national grant writing efforts to ensure awareness of opportunities, strategy in application efforts, and proper planning. This shall not include federal grant writing responsibilities but will include review of federal grant applications prior to submission.; e. Coordinate the City's efforts related to developing and sustaining state and local strategic partnerships and activities with any city employee, agent, or consultant hired on behalf of the City, but this does not include executing those strategies; and to f. Provide periodic reports to the City Manager, whether in writing or verbal (the "Services"), and Contractor hereby accepts such engagement. City has entered into this Agreement with Contractor because of Contractor's unique skills; therefore, all Services must be personally provided by Contractor. Page 1 of 10 Page 225 of 629 SECTION 2. TERM. This engagement shall commence on January 1, 2025 (the "Effective Date") and continue in full force and effect through December 31, 2025 (the "Term". Notwithstanding anything herein to the contrary, either party may terminate this agreement without cause during the Term by providing written notice to the other party, but Sections 6, 7, 10, and 15 shall continue in full force and effect. This Agreement shall automatically renew for a one-year term upon the expiration of the Term, unless otherwise terminated as provided below. Thereafter, this Agreement shall automatically renew for a one-year term every January 1 st, unless either party provides the other party with written notice, at least 30 days prior to the renewal date, of their intent to not renew this Agreement or this Agreement is otherwise terminated as provided below. (A). TERMINATION BY CITY. City may terminate this Agreement for any reason, at any time, effective upon the providing of thirty (30) days written notice to Contractor of termination. (B). TERMINATION BY CONTRACTOR. 1) Contractor may terminate this Agreement immediately for a material breach of any provision of this Agreement by City, if City's material breach is not cured within ten (10) days after the date Contractor provides written notice to City of City's breach. If City fails to timely cure any such material breach, this Agreement shall terminate. 2) Contractor may terminate this Agreement, without cause and at any time, effective upon the providing of thirty (30) days written notice of termination to City or termination. If Contractor terminates this Agreement for any reason other than a material breach by City, Contractor shall be liable for damages to City pursuant to Section 12. SECTION 3. COMPENSATION. a. As compensation for Contractor's Services, City and Contractor mutually agree Contractor shall receive an annual amount not to exceed $40,000. All sums shall be paid to Contractor via direct deposit to the financial institution of Contractor's choice. Contractor will be paid monthly in equal installments. b. Each January 1 if this Agreement continues, the contract amount shall increase by the Consumer Price Index, Midwest Region. SECTION 4. EXPENSES. In addition to the compensation for Contractor's Services, City agrees to reimburse Contractor for the actual and reasonable cost of travel expenses and meals for travel directly tied to the compensable Contractor Services. SECTION 5. INSURANCE. Contractor must provide Agency with evidence of liability insurance with a minimum of $500,000 combined single limit. Page 2 of 10 Page 226 of 629 SECTION 6. LEGAL COMPLIANCE. Contractor is responsible for compliance with all applicable laws, statutes, rules, regulations, and ordinances which may apply to the performance of Contractor's Services under this Agreement, including but not limited to the laws outlined in Exhibit A, and hereby represents and warrants that Contractor is in compliance with the same as of the Effective Date and further represents that throughout the duration of providing any Services, that Contractor will remain in compliance. Contractor further represents and warrants that Contractor has obtained all necessary business permits and licenses that may be required to carry out the Services, including any permits and licenses that might be required by the state or locality in which Contractor performs the Services, and Contractor agrees to maintain, at Contractor's sole expense, such required permits and licenses for the duration of the term(s) of this Agreement. SECTION 7. CONFLICTS OF INTEREST; CONFIDENTIALITY. Contractor represents that it is free to enter into this Agreement, that this engagement does not violate the terms of any agreement between Contractor and any third -party, and that Contractor has provided to the City all prior agreements, if any, regarding confidentiality, intellectual property assignment, covenants not to compete, and Contractor and customer non - solicitation obligations which are, or could be, in effect at the time the engagement commenced. SECTION 8. RIGHT TO INJUNCTION. The parties hereto acknowledge that the Services to be rendered by Contractor and its obligations hereunder including, without limitation, its obligation under Section 7, 10, and 12, as well as the rights and privileges granted to City under this Agreement, are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by Contractor of any of the provisions of this Agreement will cause City irreparable injury and damage. Contractor expressly agrees that City shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by Contractor. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that City may have for damages or otherwise; this includes, but is not limited to. all reasonable costs and attorneys' fees incurred by the City in enforcing the provisions of this Agreement. The various rights and remedies of City under this Agreement or otherwise shall be construed to be cumulative, and none of them shall be exclusive of any other or of any right or remedy allowed by law. SECTION 9. INDEPENDENT CONTRACTOR RELATIONSHIP. (A). INDEPENDENT CONTRACTOR STATUS. This Agreement shall not render Contractor or any of Contractor's agents an employee, partner, agent of, or joint venturer with City for any purpose. Contractor is and will remain an independent contractor in its relationship to City. Contractor's agents, if any, are not and will not become City's contractors. City shall not be responsible for withholding taxes with respect to Contractor's compensation hereunder. City shall report all payments made to Contractor on a calendar year basis using IRS Form 1099, if required by Page 3 of 10 Page 227 of 629 law. Contractor agrees to report all such payments to the appropriate federal, state, and local taxing authorities. City shall not and shall have no obligation to: (a) (i) withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's or Contractor's agents' behalf, (ii) make state or federal unemployment compensation contributions or payments on Contractor's or Contractor's agents' behalf, or (iii) withhold state or federal income tax from Contractor's payments (collectively referred to as the "Taxes"); or (b) obtain workers' compensation insurance or any other insurance coverage of any kind on behalf of Contractor or Contractor's agents (collectively the "Insurances"). Neither Contractor nor Contractor's agents are eligible to participate in any health, vacation pay, sick pay, or other fringe benefit plan of City (collectively the "Benefits"). If any government agency or court determines that Contractor should be reclassified as an employee, Contractor hereby waives any right to City Benefits and acknowledges and understands that such reclassification shall not entitle Contractor to any Benefits offered to City's employees. Contractor and City agree that: (a) Contractor has the right to perform services for others during the term of this Agreement; (b) Contractor has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed. (B). METHOD OF PERFORMING SERVICES; RESULTS. In accordance with City's objectives, Contractor will determine the method, details, and means of performing the Services. City shall have no right to control the manner or determine the method of performing Contractor's services. Contractor shall provide the Services for which Contractor is engaged to the reasonable satisfaction of City. (C). WORKPLACE, HOURS AND INSTRUMENTALITIES. Contractor may perform the services required by this Agreement at the location and times mutually agreed upon by Contractor and City. Except as otherwise stated herein, Contractor agrees to provide all tools and instrumentalities, if any, required to perform the services under this Agreement. (D). LIMITATIONS ON AUTHORITY. Contractor shall have no right, power, or authority to bind City, its employees, subsidiaries, or affiliates to the fulfillment of any condition, contract, or obligation or to create any liability binding on City, its employees, subsidiaries, or affiliates. (E). NONEXCLUSIVE SERVICES. Except as otherwise stated herein, Contractor may, during the term of this Agreement, render services on Contractor's own account or for any other person or entity as Contractor sees fit. The City also has the right to contract with others for strategic partnership services, or hire City employees for that purpose. (F). REQUISITE SKILLS. Contractor specifically acknowledges and agrees that Contractor has the requisite knowledge, expertise, experience, professional Page 4 of 10 Page 228 of 629 licenses, and training to perform the Services, and that the City will not provide Contractor with any training concerning the manner or methods of performance of the Services, nor will it provide Contractor with any tools or equipment, except as stated herein, to complete the Services. SECTION 10. TRADE SECRETS AND CONFIDENTIAL INFORMATION. During the term(s) of this Agreement, Contractor may have access to, and become familiar with, various trade secrets and confidential information belonging to City. Contractor acknowledges that such confidential information and trade secrets are owned and shall continue to be owned solely by City. SECTION 11. DOCUMENTS. Under no circumstances shall Contractor remove from City's offices any of City's books, records, documents, or customer lists, or any copies of such documents, without City's prior written consent; nor shall Contractor make any copies of such books, records, documents, or customer lists for use outside of City's office, except as specifically authorized in writing by City. SECTION 12. REMEDIES FOR BREACH OF SECTIONS 7, 10, AND 11. Contractor acknowledges that: (1) compliance with Sections 7, 10, and 11 herein is necessary to protect City's business and good will; (2) a breach of any provision of those Sections will irreparably and continually damage City; and (3) an award of money damages will not be adequate to remedy such harm. SECTION 13. WAIVER OF RIGHTS. If, in one or more instances, either party fails to insist that the other party perform any of the terms of this Agreement, such failure shall not be construed as a waiver by such party of any other past, present, or future right granted under this Agreement, and the obligations of both parties under this Agreement shall continue in full force and effect. SECTTON 14. SURVIVAL. To the extent stated herein, the obligations contained in Sections 6, 7, 10, and 15 shall survive the termination of this Agreement. In addition, the termination of this Agreement shall not affect any of the rights or obligations of either party arising prior to or at the time of the termination of this Agreement, or which may arise by any event causing the termination of this Agreement. SECTION 15. INDEMNIFICATION. Contractor shall protect, defend; indemnify and hold City harmless from any claims, demands, suits, damages, losses, expenses, liabilities, or causes of action arising or resulting directly or indirectly from or in connection with: (a) Contractor's breach of this Agreement; (b) Contractor's or Contractor's agents' acts or omissions outside the scope of the Services; and (c) Contractor's or Contractor's agents' negligent acts or omissions in performing the Services. Contractor also agrees to indemnify, protect, and hold the City harmless from any and all tax liabilities and responsibilities for payment of all Taxes (including, without limitation, all federal taxes, state taxes, local taxes, including, payroll taxes, and self-employment taxes), workers' compensation premiums, and any contributions imposed or required under federal, state, and local laws, with respect to Contractor. Contractor's obligations hereunder shall Page 5 of 10 Page 229 of 629 include the City's cost of defense (i.e., legal fees and costs), as well as the payment of any final judgment rendered against the City. City shall protect, defend, indemnify, and hold Contractor harmless from any claims, demands, suits, damages, losses, expenses, liabilities, or causes of action arising or resulting directly or indirectly from or in connection with City's or City's agents' negligent acts or omissions in performing its obligations under this Agreement. SECTION 16. SUCCESSORS AND ASSIGNS; NO THIRD -PARTY BENEFICIARY RIGHTS. All the provisions of this Agreement shall be binding upon and inure only to the benefit of the parties hereto and their respective heirs, successors, and assigns. No provision of this Agreement shall in any way inure to the benefit of any third -party (including the public at large) so as to constitute any such person a third -party beneficiary of this Agreement or any provision hereof, or otherwise give rise to any cause of action for any person not a party hereto. The obligations of Contractor to perform the Services under this Agreement shall not be assigned, transferred, or delegated to any other person or entity, without the prior written consent of the City. SECTION 17. CHOICE OF LAW AND FORUM. The construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflicts of laws principles. The parties agree that any claim, controversy, or dispute hereunder, which cannot be resolved amicably between the parties, shall be resolved by a court of competent jurisdiction in Dubuque County, Iowa and the parties hereby irrevocably accept and consent to the jurisdiction of such court; provided, however, that City may bring any action seeking injunctive relief in any court of competent jurisdiction. SECTION 18. SECTION HEADINGS; INTERPRETATION; AND GENDER. The headings of the sections herein are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement. References herein to "this Agreement" and the words "herein", "hereof', and words of similar import refer to this Agreement in its entirety. The pronouns it, its, and itself shall refer to as herein he, she, his, her, himself, and herself where appropriate. SECTION 19. ASSIGNMENT. Contractor shall not assign any of its rights under this Agreement or delegate the performance of any of its duties hereunder without the prior written consent of City. SECTION 20. NOTICES. All notices, demands, consents, approvals, or other communications (collectively, the "Notices") required or permitted in connection with this Agreement shall be in writing and shall be personally delivered, mailed by registered or certified mail (postage prepaid), or delivered by overnight courier service (service fee prepaid) to the address of each party above, or to such other addresses as may be designated by each Party in writing from time to time in accordance with this Section. If such Notices are delivered personally or by overnight courier service, they shall be deemed made at the time of such delivery. If such Notices are given by mail, they shall Page 6 of 10 Page 230 of 629 be deemed given five days after deposit thereof in the United States mail, addressed to the party to whom such Notices are to be given. SECTION 21. MODIFICATION OR AMENDMENT. No amendment, change, or modification of this Agreement shall be valid unless in writing signed by the parties hereto; provided, however, that the waiver by either party hereto of compliance with any provision hereof or of any breach or default by the other party need be signed by only the party waiving any such provision, breach, or default. SECTION 22. ENTIRE UNDERSTANDING. This Agreement constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. SECTION 23. OPPORTUNITY FOR REVIEW WITH COUNSEL. By executing this Agreement, the parties represent, acknowledge, and agree that they fully understand their rights and obligations hereunder, have had ample opportunity to consult with counsel of their choice regarding the same, have carefully read and fully understand all provisions of this Agreement, and are knowingly and voluntarily entering into this Agreement. SECTION 24. CONSTRUCTION OF AGREEMENT. The parties agree that this Agreement and its reduction to final written form are the result of good faith negotiations between the parties; that they have carefully reviewed and examined this Agreement before executing the same; and that any statute or rule of construction regarding resolution of any ambiguity against the drafting party shall not be employed in the interpretation, construction, or enforcement of this Agreement. SECTION 25. EXECUTED COUNTERPARTS; FACSIMILES; ELECTRONIC IMAGES. This Agreement may be executed in any number of counterparts, and all counterparts shall be considered together as one agreement. The parties hereto agree that facsimile or electronically imaged signatures shall be as effective as if originals. SECTION 26. SEVERABILITY. If any term, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, or unenforceable, the rest of the Agreement will remain in full force and effect and will in no way be affected, impaired, or invalidated, unless such enforcement will frustrate the purpose of this Agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first written above. Page 7 of 10 Page 231 of 629 CITY OF DUBUQUE THERESE HAWKS GOODMANN d/b/a THG Consultants By: Michael C. Van Milligen, City Manager By: Therese Hawks Goodmann Witness (printed name) (' / A] A-- s . REL L Witness (printed name) T *W'inature) Witness (signature) Page 8 of 10 Page 232 of 629 EXHIBIT A a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; b) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); c) Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); d) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; e) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq), (prohibits discrimination on the basis of age); f) Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); g) The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of th h) e Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal - aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); i) Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 - 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; Page 9 of 10 Page 233 of 629 j) The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); k) Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, winch ensures non- discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; I) Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); m) Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Page 10 of 10 Page 234 of 629