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HomeMy WebLinkAboutC2005-127 - 3/17/2005 - NACOST ALLOCATION SERVICES This Cost Allocation Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a municipal corporation ("City"), and MAXIMUS, Inc. ("Consultant") effective for all purposes upon execution by the City Manager or City Manager's designee. NOW, THEREFORE, Consultant and City agree as follows: '1. SERVICES TO BE PERFORMED The Consultant agrees to provide professional consultant services to prepare and produce for the City an OMB Circular A-67 Cost Allocation Plan for Fiscal Year ending July 31, 2004. The plan shall be in compliance with Federal Circular A-87 (A-87 Plan) and all applicable Local, State and Federal laws and regulations. The plan must be completed and made available for use by City Management by April 16, 2005. 2. SCOPE OF SERVICES Consultant shall perform its services in accordance with Consultant's proposal dated February 14, 2005, which is incorporated into this agreement by reference. In the event of conflict between Consultant's proposal and the terms of this Agreement, this Agreement shall control. The parties agree performance of the work shall commence upon authorization to proceed by the City. The Director of Finance is designated as the Contract Administrator responsible for all phases of performance and operations under this Agreement, including authorizations for payment. All notices or communications regarding this Agreement shall be directed to the Contract Administrator. The plan shall be delivered to the City by April 18, 2005 unless an extension is granted in writing by the Contract Administrator. 3. TERM. This Agreement shall be for a term of one (1) year, effective upon execution by the City Manager or designee. 4. FEE FOR SERVICES Total cost for professional services shall not exceed $13,500 unless expressly authorized by written amendment to this Agreement. Fees shall be payable upon acceptance of the plan by the Contract Administrator. 5. TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this Contract upon two (2) weeks written notice to the Consultant at: MAXIMUS Inc. Attn: J. Mark Carpenter 13601 Preston Road, Suite 201E Dallas, Texas 75240 2005-127 03/19/05 MAXIMUS Provided however, Consultant will be provided with a reasonable opportunity to cure before the City may terminate this agreement for cause. Consultant shall be compensated for services rendered and expenses incurred through the effective date of termination. All parties recognize that the continuation of any contract after the close of any fiscal year of City, which fiscal year ends on July 31 of each year, shall be subject to appropriations and budget aeproval providing for covering such contract item as an expenditure in said budget. City does not represent that said budget item will be actually adopted, said determination being within the sole discretion of the City Council at the time of adoption of such budget. 6. SERVICES AND MATERIALS TO BE FURNISHED BY THE CITY The Consultant shall provide guidance to the City in determining the data required for purposes of the contemplated services. The City further agrees to provide all data specifically requested, including documentation and information to the Consultant in a timely manner. The Consultant shall assume without incurring liability therefore, that all data so provided is correct and complete. 7. THIRD PARTIES The City and the Consultant are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, or is intended to give, or shall be construed to give or provide, any right or benefit, whether directly or indirectly or otherwise, to third persons. 8. ASSIGNABILITY The Consultant shall not assign, transfer, or delegate any of his obligations or duties in this Contract to any other person without the prior written consent of the City, except for routine duties delegated to field assistants and clerical helpers. Consultant shall perform all professional services as an independent contractor and shall furnish such services in its own manner and method, and under no circumstances or conditions shall an agent, servant, or employee of the Consultant be considered an employee of the City. No assignment of this Agreement or any right or interest herein by Consultant shall be effective unless City shall first give its written consent to such assignment. The performance of this Agreement by Consultant is the essence of this Agreement and City's right to withhold consent to such assignment shall be within the sole discretion of the City on any grounds whatsoever. Consultant may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, Consultant must obtain prior written approval from the City. using subcontractors, Consultant agrees to be responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Consultant. All requirements set forth as part of this Agreement shall be applicable to all subcontractors and their employees to the same extent as if the Consultant and its employees had performed the services. In 9. VENUE AND APPLICABLE LAW No waiver of any breach of any term, or condition of this Agreement, shall be construed to waive any subsequent breach of the same. This Agreement shall be subject to all Federal laws and laws of the State of Texas. All duties of the parties shall be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement shall be the law of Texas and such forum and venue for such disputes shall be the appropriate district, county, or justice court in and for Nueces County, Texas. 10. DISCLOSURE OFINTERESTS Consultant further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this Contract, the Disclosure of Interest form provided to Consultant. 11. INDEMNIFICATION Consultant agrees to indemnify and save harmless City, its agents, servants, and employees from liabilities, losses, damages, or expenses, including reasonable attorney's fees resulting from Consultant's negligence or willful misconduct or omissions while in performance of this Agreement. The City agrees that Consultant's total aggregate liability to the City for any and all damages whatsoever arising out of or in any way related to this contract from any cause, shall not, in the aggregate, exceed fees paid to MAXIMUS. In no event shall either party be liable for special, indirect, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought, and even if it has been advised of the likelihood of such damages. 12. INSURANCE Consultant agrees to provide insurance in accordance with the attached exhibit. 13. NO WAIVER. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. 14. AMENDMENTS OR MODIFICATIONS. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 15. RELATIONSHIP OF PARTIES. In performing this Agreement, both the City and Consultant shall act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 16. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 17. SEVERABILITY. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 18. SOLE AGREEMENT. This Agreement constitutes the sole agreement between the City and Consultant. Any prior agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. EX~EvB~DU~P~L~I_CATE, each of which shall be considered an original, this~ (t day of ATTEST: Armando Chapa City Secretary I ~ APPROVED THIS.,,~ DAY Assistant City Attm'ney for City Attorney CITY OF CORPUS CHRISTI ,2005 CONSULTANT Title.' ~i-r STATE OF TEXAS § ~. COUN'FY OF § ~JO~O~ /'~,~ ~ This instrument was acknowledged before me on ,2005, by , as of Maximus, Inc. a Texas corporation on behalf of said corporation. Notary Public, State of Colorado Printed name: Commission expires: INSURANCE REQUIREMENTS CONSULTANT'S LIABILI-FY INSURANCE Consultant must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. The Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. Consultant must furnish to the City's Risk Manager two (2) copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General liability policy and a blanket waiver of subrogation is required on all the General Liability and Workers Compensation policies. TYPE OF INSURANCE 30-Day written notice of cancellation, material change, non-renewal or termination and a 10 day written notice of cancellation for non-payment of premium is required on all certificates MINIMUM INSURANCE COVERAGE Bodily Injury and Property Damage COMMERCIAL GENERAL LIABILITY including: 1. Commercial Form 2. Premises- Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Independent Contractors 6 Personal Injury $1,000,000 COMBINED SINGLE LIMIT PROFESSIONAL LIABILITY including: Coverage provided must cover officers, directors employees and agents 1, ERRORS AND OMMISIONS WORKERS' COMPENSATION EMPLOYERS' LIABILITY $1,000,000 COMBINED SINGLE LIMIT WHICH COMPLIES WITH THE TEXAS WORKERS' COMPENSATION ACT AND PARAGRAPH II OF THIS ACT AND PARAGRAPH 2 OF THIS EXHIBIT 500,000/500,000/500,000 In the event of accidents of any kind, the Consultant must furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of accident. MAXIMUS A-87 Cost allocation plan for FY04-05 ins. req. 3-7-05 ep Risk Mgm1 II. ADDITIONAL REQUIREMENTS Page 6 of 6 Consultant must obtain workers' compensation coverage through a licensed insurance company obtained in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. Certificate of Insurance: The City of Corpus Christi must be named as an additional insured on the General liability coverage and a blanket waiver of subrogation is required on all the General Liability and Worker Compensation policies. If your insurance company uses the standard ACORD form, the cancellation clause (bottom right) must be amended by adding the wording "changed or" between "be" and "canceled", and deleting the words, "endeavor to", and deleting the wording after "left". In the alternative, a copy of the endorsement evidencing that the policy(s) was endorse with the required cancellation provisions will be accepted. The name of the project must be listed under "Description of Operations" At a minimum, a 30-day written notice of cancellation, material change, non- renewal or termination and a 10-day written notice of cancellation for non- payment of premium is required. If the Certificate of Insurance does not show on its face the existence of the coverage required by items 1.B (1)-(6), an authorized representative of the insurance company must include a letter specifically stating whether items 1.B. (1)-(6) are included or excluded. MAXIMUS A-87 Cost allocation plan [or FY04-05 ins. req. 3-7-05 ep Risk Mgrnt ,~;UME-I\User\LO£ AI,S-IVFemp~notcsEIEF34\March 7 2005 Maximus Cost Allocation Plan disc