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HomeMy WebLinkAboutC2005-115 - 2/28/2005 - NAOXFORD Global Rc~mrcc~, Inc. CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement") is made and entered into as of the 23rd day of February 2005 (the "Effective Date") by and between City of Corpus Christi with its principal place of business located at City Hall 4th Floor Municipal Information Technology Corpus Christi, TX ("Client") and Oxford Global Resources, Inc ("Oxford") with its principal place of business located at 100 Cummings Center, Suite 206L, Beverly, MA 01915. Oxford will provide hourly professional consulting services ("Services") as agreed between the parties and as set forth in the attached Statement of Services ("SOS"). The following terms govern this Agreement for all Consulting Services provided to Client by Oxford: 1. Consulting Services. Oxford agrees to provide those consulting services set forth on the SOS, Attachment A, ("Services") on a time and materials CT&M") basis; Client shall pay Oxford for all time spent performing the Services specified in the SOS, as well as for all reasonable travel and out-of-pocket expenses unless otherwise set forth in the SOS as well as any applicable sales tax as mandated by law. lhe Services provided by Oxford under this Agreement shall be at those rates set forth in Attachment A. ~ne Consultant(s) set forth on the SOS, ("Consultant") is/are employees of Oxford or of an Oxford subcontractor and covered by Workers' Compensation and General Liability insurance, which Oxford or its subcontractor, as applicable, maintains in force. Certificates of Insurance may be supplied upon request. Invoicing and Payment. Invoices will be rendered weekly based on time slips wkich must be signed by a Client Representative each week evidencing the hourly services performed. Payment will be due within the time period set forth in the SOS and shall be deemed overdue if they remain unpaid thereafter. Under normal circumstances, all the hours worked by the Consultant vrill be for work performed on the Client's premises. If the Client agrees that the Consultant may perform work off site, then the Client agrees to accept the number of hours reported by the Consultant (and the resulting invoice) as being valid and accurate. The Client must advise Oxford in advance and in writing of any restrictions on the number of hours to be worked by the Consultant off site. 3. Consultant. Client understands that the Consultant is a unique and valuable asset of Oxford and/or Oxford's Subcontractor. Client further agrees that engagements are made with the understanding that during the term of this Agreement, and for a period of one (1) year thereafter, neither Client nor any of Client affiliates will kire or contract with, directly or indirectly, Consultant or encourage Consultant to work elsewhere unless Client pays Oxford an amount equal to thirty percent of the annual billable rate of the Consultant (based on 2,000 hours at the hourly rate set forth on Attachment A to this Agreement). In addition, Client agrees and understands that any hiring or retention of a Consultant of an Oxford Subcontractor requires the express written permission of Oxford and Subcontractor. 4. Termination. Either party may terminate its obligations under this Agreement upon advance notice to the other party. After the date of any such termination, Oxford shall provide a final invoice to Client for fees and out-of-pocket expenses attributable to the Services performed hereunder, up to and including the date of termination. Termination of this Agreement shall not relieve Client of its obligation to pay for all such fees and charges incurred. 5. Confidential Information. The parties understand that during the course of performance under this Agreement, each party may have access to certain confidential and proprietary information and materials of the other party. "Confidential Information," for the purposes of this Agreement, shall include 2005-115 t is furnished be specifically identified as confidential. Protection of 02/28/05 1 c All rights reserved. Oxford Global Resources Confidential Information. The parties shall protect the Confidential Information by using the same degree of care. but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential lnfommtion as each party uses to protect its own Confidential Information of a like nature. The parties shall not disclose the Confidential Information to any third party, or to any employee who does not have a need to know such information. Exceptions. This Agreement imposes no obligation upon the parties with respect to the Confidential Information which (a) was lawfully known to the receiving party betbre receipt; (b) is or becomes a matter of public knowledge through no fault of the receiving party; (c) is rightfully received by the receiving party from a third party without restriction on disclosure; (d) is independently developed by that party; (e) is disclosed under operation of law; or (f) is disclosed by the receiving party with the other party's prior written approval. Independent Contractor. This Agreement does not create any agency relationship between Oxford and Client, and both parties are acting hereunder as independent contractors. Neither party grants the other any right to bind it except as otherwise expressly agreed in writing. Each party shall be fully liable for all workers' compensation premiums and liability, federal, state and local withholdIng taxes or charges with respect to its respective employees. Limitation of Liability. Oxford's liability arising out of this Agreement shall be limited to Client's direct damages and shall not exceed the fee(s) paid to Oxford by Client for the services hereunder. Oxford shall in no event be liable for punitive damages, loss of profit, goodwill or other special consequential damages suffered by Client under this Agreement whether in contract or tort, even if advised of the possibility of such damages. Miscellaneous. Oxford shall not be liable for any delay in performance or inability to perform due to Force Majeure. "Force Majeure" includes any acts or omissions of any government or governmental body, acts of God, termination of the employment of Consultant for any reason, acts or omissions of Client, fires, strikes or other labor disputes, major equipment or telecommurdcations equipment failures, or any other act, omission or occurrence beyond Oxford's reasonable control, irrespective of whether similar to the above enumerated acts, omissions or occurrences. This Agreement, including the SOS, constitutes the entire agreement between Oxford and Client. No other understanding which modifies these terms shall be binding unless made in ~witing and signed by both Oxford and Client. The validity, interpretation, and performance of the agreement shall be governed by the laws of the Commonwealth of Masnnch~¢tt~. Client shall maintain general liability and errors and omissions insurance coverage with respect to any architectural or engineering projects. It is expressly agreed that any terms and conditions of Client's Purchase Order and/or other forms ~vill be superceded by the terms and conditions of this agreement. Offered By: OXFORD GLOBAL RESOURCES, INC. By: Name: Acknowledged and Accepted By: CLIENT By: Name: Title: Title: Date: Date: 2 Consulling Services Agreement Revised May 7, 2004 Copyright © 2002 by Oxford Global Resources, Inc All rights reserved. Attachment A Statement of Services This Statement of Services ("SOS") is made and subject to the Consulting Services Agreement between City of Corpus Christi ("Client") and Oxford Global Resources, Inc. COxford") with an Effective Date of February 23, 2005. ("Agreement"). I. Services Oxford shall provide the Consulting Services of the following Consul~nts on a time and materials basis, and Client shall pay for such services at those hourly rates set forth opposite each name as well as pay for all reasonable travel and out of pocket expenses unless as set forth below with initials of both parties. Consultant_ Hourly Rate Additional Rate 1. David Luding 195. B. Timetable/Schedule/Start & Estimated End Date. Start Date: February 28, 2005 Estimated End Date: March 18, 2005 Schedule: (8) hours per day and a minimum of forty (40) hours per week, except Holidays (New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day). I1. Payment Terms A Client shall pay Oxford for all time spent performing the Services at the hourly rates specified above. Reasonable travel and out-of-pocket expenses are not included in these fees unless noted here in as follows and initialed by both parties in the line below: MS Initials: , by Oxford./¢-x..- , by Client. Expenses Notes All expenses are included in the hourly rate. B. Any and all payments due hereunder shall be due within 30 days of the date of invoice IlL Client Information: The Client hereby designates Connie Burus as Client Manager (Phone No.361-880-3830) as who shall have overall responsibility for directing and managing the hourly Services performed and all interaction with Oxford. The Client shall give prompt written notice o£ any change in designee. All notices required or permitted to be given under this SOS shall be given to the above named designee, unless otherwise directed in writing. OXFORD GLOBAL RESOURCES, INC. By: Name: MaryAnn Stolgitis Title: Branch Manager Date: 02/23/2005 3 Consulting Services Agreement Revised May 7. 2004 Copyright O 2002 by Oxford Global Resources, Inc All rights reserved CLIENT ~ Ci~omW ~r C~ A~orney FEE-ZB-ZOO5 05:45P11 FROM-OXFORD GLOBAL RESOURCES (HR) IQ?B53BIS?0 T-Qt8 POD2/005 F-401 O ,X ,ORD CONSULTING SERVICES AGREICM~NT 1. C~rmultiui S~-rvi~m. Oxf'c~ a~,;a ~ pravid,: those ~,~alting s~dc~ AUachma~ A, ("S~-vi~e~") on a ~ a~t ~ ("I'~M'9 spent ~ ll~ ~ spe~[ied ia th~ SOS, ~ well ~ ~~ ~ ~ A~ a~-ll ~ ~~ ~ ~ ~ A~ FEB-ZB-ZOD§ 05:45PU FROI~-OXFORD GLOBAL RESOURCES (HR) IO?a63a167o T-03~ P,003/005 7. L~i~i~fie~ o£Ll~btF~y. Oxtbrd's l~rymisi~oui ufot~g Agrc~mcnt shallbelhnilmtm Cl~tt's dire~ dama~ md .h., not ~ the fee(s) ~ m ~ by Client fur thc ~ h~n~ucl~r. Acjmm~d&,md and Acc~cd By: FEB-2B-2DD5 0):45P~ FRO)i-OXFORD GLOBAL RESOURCES IHR) Ig?B5381BTO T-g39 P 004/005 F-401 Statement of *qerv~ces L ~ Oausuitnu£ i:mour~. ~ A~lls~md l~dlte 1. David B, Tiuld~de/~.]~Ju~ & ~timbmd E~l Dine ~ E~I Dnte; ~ 18, 2~05 S~htdum~; (R) tl~ml pa3' day am:l a m~ of &:r~ (40) bom.s pm~r wm:tr~ m:~c)~olktays Oqow y~a ~, ~ ~, ~,~P pa~ Oxtt:mi for ail .~m~. ~.. performing ~,~ servie~ ~t ~l~ ~m%, rams sp~ir~l dxw~, ~1~ tr~Y~l aAd A. Ti~ ~ ha~by d~nlgn~ Cmmie ~ a~ Cli~ ~,~ ~ N~I,SS0-383O) ~ v,~ .h,~. ~ ov~l OXFORD ~ RESOI~.CF,~ INC, 3