HomeMy WebLinkAboutC2006-022 - 1/24/2006 - Approved
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE
CITY OF CORPUS CHRISTI
AND
DR. COLETTE SIMON
THE STATE OF TEXAS
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KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES
This professional services agreement ("Agreement") is entered into by and between the City
of Corpus Christi, a Texas home-rule mUnicipal corporation ("City"), acting through its City
Manager or the City Manager's designee ("City Manager"), and Colette Simon, M. D., a
licensed medical doctor of the State of Texas, in her individual capacity ("Dr. Simon").
Section 1 Engagement. The City engages Dr. Simon to provide professional services for
the City's Department of Public Health ("Department") in the capacity of the Department's
alternate local Health Authority as a designee for Dr. William Burgin, Jr., M. D. ("Dr. Burgin").
Section 2 Term. The term of this Agreement commences January 24,2006, and terminates
under the provisions of Section 17 of this Agreement.
Section 3 Services. In consideration of payment to be made for services rendered,
Dr. Simon agrees to provide professional services including, but not limited to, the duties
specified in Section 121 .024 of the Texas Health & Safety Code for the Department, whose
main facility is located at 1702 Horne Road, Corpus Christi, Nueces County, Texas, and to
subdivisions of the Department, such as Vital Statistics, Animal Control, and Vector Control,
which are physically located elsewhere within the jurisdictional limits of the City of Corpus
Christi, Nueces County, whenever requested to so act as the alternate local Health Authority,
by direction of Dr. Burgin as the City's appointed Health Authority, in the event of or due to
Dr Burgin's absence or incapacitation ("Services")
Section 4. Emergency Operations Center. In the event of a weather, biological, or health
emergency, or other public emergency and the absence or incapacitation of Dr. Burgin during
such public emergency, Dr Simon additionally agrees to provide Services upon activation of
operations, by the City, of the Emergency Operations Center ("EOC"), which is located in the
Frost Bank Building on Leopard Street, Corpus Christi, Texas. Dr. Simon shall report to the
Emergency Operations Center upon the request of the Director of the EOC ("Director") and
will remain on duty until released by the Director.
Section 5 Relationship.
(A) Dr. Simon will perform all Services as an independent contractor and will furnish the Ser-
vices in her own manner and method. Under no circumstances or conditions will Dr. Simon
be considered an employee of the City or Department for any purpose or reason. Dr. Simon
may only act as an agent of the City in the capacity of an alternate local Health Authority
under State law.
(B) Dr. Simon acknowledges that she is competent, capable, qualified, and duly licensed by
the State of Texas to perform the Services specified under this Agreement.
Simon, Colette. 1\1.D.
2006-022
01/24/06
Res026616
Page 1 of 8
Section 6 Compensation.
(A) In consideration of Dr. Simon's faithful performance of this Agreement and as full com-
pensation for Services performed pursuant to this Agreement, the City shall pay Dr. Simon an
hourly rate of $57 69
(B) Dr. Simon shall document the hours of Services provided to the Department during each
calendar week of this Agreement ("Pay Sheet"). A "calendar week" is defined, for the pur-
poses of this Agreement, to begin each Sunday at 12:01 a.m. and conclude each Saturday at
12:00 a.m. In no event, other than a public emergency, may the hours of Services performed
under this Agreement exceed 20 hours in any calendar week. Dr. Simon shall submit a Pay
Sheet each Wednesday following the conclusion of each calendar week in which Services
were performed under this Agreement Submission of the Pay Sheet is to be made to the
City Manager.
(C) The City reserves the right to dispute the calculation of hours shown on any Pay Sheet
submitted under this Agreement prior to payment being made. In the event of a dispute, the
City may request additional documentation to support the calculations shown.
(0) The City shall render payment, based on the total hours shown on the submitted Pay
Sheet, by the close of business on the Wednesday next following the submission of the Pay
Sheet
(E) The City agrees to pay for all out-of-county travel expenses and training expenses in-
curred by Dr. Simon that are related to Services provided under this Agreement, in
accordance with the City's travel reimbursement policies, if the travel expenses are pre-
approved in writing by the City Manager.
(F) Dr. Simon acknowledges and agrees that he is personally responsible for the payment of
all federal, State, and local taxes and fees, of any nature whatsoever, accruing or that may
derive from the receipt of compensation, by Dr. Simon, under this Agreement.
Section 7 Insurance.
(A) Before the performance required under this Agreement can begin, Dr. Simon shall de-
liver copies of all Certificates of Insurance ("Certificates") required by Exhibit A, which is
attached to this Agreement and incorporated in this Agreement by reference, as proof that
the required insurance coverage provisions of this Agreement have been satisfied. Copies of
the Certificates must be submitted to the City's Risk Manager ("Risk Manager") and to the
City Manager. Dr. Simon must maintain in good standing and keep in force all insurance
coverage required under this Agreement for the term of this Agreement.
(B) The Certificates must state, in writing on the face of each document, that the Risk Mana-
ger shall be given at least 30 days written notice of cancellation, any material change, or
intent not to renew any of the policies required under this Agreement, by certified mail. Addi-
tionally, the City of Corpus Christi must be named as an additional insured for liability
arising from Dr. Simon's provision of Services under this Agreement.
(C) If the insurance company, utilized by Dr. Simon, elects to use the standard ACORD
form, the cancellation clause located on the bottom right of the ACORD form must be
amended by adding the wording "materially changed or" between "be" and "canceled," de-
leting the words "endeavor to," and deleting the wording after "left." In lieu of modification of
the ACORD form, separate endorsements addressing the same substantive requirements, as
stated in this subsection, are mandatory on the ACORD form.
(0) Dr. Simon must provide workers' compensation coverage through a licensed insurance
company or through self-insurance obtained in accordance with Texas law.
Section 8 Indemnific~tion. To the e;ctent allowed by Texas law, Dr.
Simon t'lndemnitor') will indemniTy and hold harmless the City and
Srnon HA CompA,gmt.doc
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its respective officers, emplov..ees, representatives. and agents
("Indemnitees") from and against any and aI/liabilIty, da1fJages~ loss,
claims, demantls, suits, antI cause$ of action of eve/y nature whatso-
ever asserted against or recovered from the Indemnil:ees or any' of
them individuaffyz on account of personal injuries (including, wIthout
limitation on the rOrfffgOin!, workers' compensation, premises de-
fec , and death claims, roper;ty" loss or dama e, or any other kind
of ~ma~e, including ~s onesf. fraudulent, negligent, or criminal
acts of tne Indemnimr or any of her employ.ees, representatives, or
agents, actina alone or in cOllusion with others, and including all
expenses of ntigation, court costs, and attorneys' fees whicH arise,
or are claimed ('0 ari!fe, out of or in connection with the services pro-
vided by the IndemnItor pursuant to this Agreement, regardless of
whethe such injuries, death, or damages are causea or claimed to
be caused by the sole concurrent or contributory negligence of the
Indemnitee5.J or any ot them indivIdually. The IndemnItor covenants
and agrees ihat, if fhe Indemnite6$, or an~ of them individually, are
made a party to any litigation agaInst the Indemnitor or, in any litiga-
tion commenced by (lny partv, other than the Indemnitor, re/alingro
this AgreementL the Indemnitor, shalrl upon receipt of reasonable no-
tice regfJrding tne commencement 0 any: litigation, at her own ex-
pense, Invesf/gate all claims and deman"ds, attend to their settlement
or other disposition defend the Indemnitees collectively or each
separately, In all actions based thereon with counsel satisfactory to
the Indemniteest and pay all charaes of attorneys and all other costs
and expenses 0 ctny kind arisingrrom any said liability, damage,
loss, cfemand, claIm, or actIon.
Section 9 Non-Discrimination. Dr. Simon shall not discriminate nor permit discrimination
against any person or group of persons, as to employment or in the performance of Services
under this Agreement, on the grounds of race, religion, national origin, sex, disability, or age,
or in any manner prohibited by the laws of the United States or the State of Texas. The City
retains the right to take such action as the United States may direct to enforce this non-
discrimination covenant.
Section 10 Compliance with Laws. Dr. Simon must comply with all applicable federal,
State, and local government laws, rules, regulations, and ordinances, which may be appli-
cable to the Services to be rendered under this Agreement and to her performance under this
Agreement
Section 11 Notice.
(A) All notices, demands, requests, or replies provided for or permitted, under this Agree-
ment by either party must be in writing and must be delivered by one of the following
methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as
certified mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by de-
posit with an overnight express delivery service, for which service has been prepaid; or, (5)
by fax transmission.
(8) Notice deposited with the United States Postal Service in the manner described above
will be deemed effective two (2) business days after deposit with the United States Postal
Service. Notice by telegram or overnight express delivery service in the manner described
above will be deemed effective one (1) business day after transmission to the telegraph
company or overnight express carrier. Notice by fax will be deemed effective upon trans-
mission with proof of delivery to the receiving party. All such communications must only be
made to the following:
Simon HA Comp Agmtdoc
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IF TO THE CITY:
IF TO DR. SIMON:
City of Corpus Christi
Attn. City Manager
P O. Box 9277
Corpus Christi, TX 78469-9277
(361) 880-3220 Office
(361) 880-3839 Fax
Dr. Simon
Physicians Plaza West
2601 Hospital Blvd., Suite 117
Corpus Christi, TX 78405
(361) 884-8200 Office
(361) 882-6649 Fax
(C) Either party may change the address to which notice is sent by using a method set out
above. Dr. Simon must notify the City of an address or phone number change within 10 days
after the address is changed.
Section 12 Amendments. No alterations, changes, or modifications of the terms of this
Agreement nor the waiver of any provision will be valid unless made in writing and signed by
both parties to this Agreement by a person authorized to sign agreements on behalf of each
party.
Section 13 Waiver.
(A) The failure of either party to complain of any act or omission on the part of the other
party, no matter how long the same may continue, will not be deemed a waiver by said party
of any of its rights under this Agreement.
(B) No waiver of any covenant or condition or of the breach of any covenant or condition of
this Agreement by either party at any time, express or implied, will be taken to constitute a
waiver of any subsequent breach of the covenant or condition nor will justify or authorize the
nonobservance on any other occasion of the same or any other covenant or condition of this
Agreement
(C) If any action by Dr. Simon requires the consent or approval of the City on one occasion,
any consent or approval given on said occasion will not be deemed a consent or approval of
the same or any other action at any other occasion
(D) Any waiver or indulgence of Dr. Simon's default of any provision of this Agreement will
not be considered an estoppel against the City. It is expressly understood that, if at any time
Dr. Simon is in default of any of the conditions or covenants of this Agreement, the failure on
the part of the City to promptly avail itself of any rights and remedies which the City may have
will not be considered a waiver on the part of the City, but the City may at any time avail itself
of said rights or remedies or elect to terminate this Agreement on account of said default.
(E) The rights and remedies in this section are cumulative and are in addition to any other
rights and remedies provided by law.
Section 14 Budgetary Appropriations. Dr. Simon understands and acknowledges that the
continuation of thiS Agreement after the close of any fiscal year of the City, which fiscal year
ends on July 31 of each year, is subject to sufficient appropriations and budget approval pro-
Viding for or covering this Agreement as an expenditure in the City's budget. The City does
not represent to Dr. Simon that said budget item will be actually adopted, the determination
as to appropriations and expenses being within the sole discretion of the City's City Council
at the time of adoption of the City's budget. If revenue funds are not appropriated for any
individual fiscal year following the execution of this Agreement, the City reserves the right to
terminate this Agreement without penalty.
Section 15 Force Majeure. No party to this Agreement will be liable for failures or delays
in performance due to any cause beyond their control including, but not limited to, any
failures or delays in performance caused by strikes, lock outs, fires, acts of God or the public
enemy, common carrier, severe inclement weather, riots or interference by civil or military
authorities. The rights and obligations of the parties will be temporarily suspended during this
period to the extent performance is reasonably affected.
S,mon HA Camp Agmt.dac
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Section 16 Assignment and Transfer. This Agreement may not be, in whole or in part,
assigned or transferred, directly or indirectly, by Dr. Simon to any third party without the prior
written consent of the City Subject to the foregoing, this Agreement shall be binding upon
the City and Dr. Simon, and their successors and assigns.
Section 17 Termination.
(A) This Agreement terminates upon the earlier of the following:
(1) The cumulative amount of payments made to Dr. Simon total $10,000;
(2) The termination date specified in a written notice sent to Dr. Simon from the City
Manager:
(3) Notice of default, as specified in Section 13(0);
(4) Lack of budgetary appropriation, as specified in Section 14;
(5) Expiration of the term of appointment of Dr. Burgin; or
(5) By mutual consent of the parties to this Agreement.
(B) In the event of a termination of this Agreement, any unpaid compensation due by the
City to Dr. Simon for Services performed up to the effective date of termination will be paid to
Dr Simon within 10 working days of the effective termination date.
(C) This Agreement may be terminated with or without cause.
Section 18 Venue and Jurisdiction.
(A) All actions brought to enforce compliance will be brought in Nueces County, where this
Agreement was executed and will be performed.
(B) This Agreement will be governed by and construed in accordance with the laws of the
State of Texas.
Section 19 Severability.
(A) If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word
of this Agreement or the application hereof 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
said term or provision to persons or circumstances other than those as to which it is held
illegal, invalid, or unenforceable, will not be affected thereby, for it is the definite intent of the
parties to this Agreement that every section, paragraph, subdivision, clause, provision,
phrase, or word hereof be given full force and effect for its purpose.
(8) 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 thereby, and in lieu of each such illegal, invalid, or unenforceable
clause or provision, a clause or provision, as similar in terms to such illegal, invalid, or
unenforceable clause or provision as may be possible and be legal, valid, and enforceable,
will be added to this Agreement automatically.
Section 20 Disclosure of Interest. In compliance with Section 2-349 of the City's Code of
Ordinances, Dr. Simon agrees to complete the City's Disclosure of Interests form, which is
attached to this Agreement as Exhibit B, the contents of which, as a fully completed docu-
ment following execution, are incorporated in this document by reference as if fully set out in
this Agreement.
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Section 21 Entirety Clause. This Agreement and the attached and incorporated exhibits
onstitute the entire agreement between the City and Dr. Simon for the purpose stated. All
other agreements, promises, representations, and understandings, oral or otherwise, with
reference to the subject matter hereof, unless contained in this Agreement, are expressly re-
voked, as the parties intend to provide for a complete understanding within the provisions of
this Agreement and its exhibits of the terms, conditions, promises, and covenants relating to
Dr Simon's performance hereunder.
(EXECUTION PAGES FOllOW)
Simon HA Comp Agmtdoc
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EXEC;Y~ IN DUPLICATE, each of which will be considered an original, on this
the::: day Of070 1A.~~Y ,2006.
ATTEST:
CITY OF CORPUS CHRISTI
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Armando Chapa
City Secreta ry
APPROVED AS TO FORM ONLY: January !tJL, 2006.
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- AlJTMOIUta
" <>>UlltCfL._ /) 'L If I De.
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~F'r.trrAty iJlL/
R Hundley
Assis nt City Attorney
for the City Attorney
STATE OF TEXAS ~
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COUNTY OF NUECES ~
This instrument was acknowledged before me on the 3~ day of January, 2006, by
George K. Noe, City Manager of the City of Corpus Christi, Texas, a Texas home-rule
municipal corporation, on behalf of the corporation ~ p ~
(seal) Notary Public, State of Texas
~.s^"( Pu~ Connie Parks
?i*. i~ My commission ExpIres
'~Of~~ November 09. 2007
Sman HA Camp Agmt.dac
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DR. COLETTE SIMON
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Signature
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Printed Name
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TX Medical License #
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STATE OF TEXAS ~
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This instrument was acknowledged before me on the 01 (, day of January, 2006, by
'))1 (~/e II e S,liJOV.. I an individual residing in the State of Texas.
7
(seal)
OLGA DELACRUZ
Notary Public State of Texas
My CommIssion Expires
August ] 9 I 2009
Simon HA Comp Agmtdoc
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EXHIBIT A
INSURANCE REQUIREMENTS
DR SIMON'S LIABILITY INSURANCE
A Dr. Simon must not commence work under this agreement until all insurance required
has been obtained and such insurance has been approved by the City of Corpus Christi.
Dr. Simon must not allow any subcontractor to commence work until all similar insurance
required of the subcontractor has been so obtained.
B Dr. Simon must furnish to the City of Corpus Christi's Risk Manager, a Certificate of
Insurance showing the following minimum coverage by insurance company(s) acceptable
to the Risk Manager The City of Corpus Christi must be named as additional insured for
all liability policies, and a blanket waiver of subrogation is required on all applicable
policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-Day written notice of cancellation, material
change, non-renewal or termination and a 10 day
written notice of cancellation for non-payment of
remiums is re uired on all certificates
AUTOMOBILE L1ABILlTY--OWNED NON-OWNED
OR RENTED
Bodily Injury and Property Damage
Per occurrence aggregate
At a minimum, $20,000/$40,000 for Bodily Injury and
$15,000 for property damage
PROFESSIONAL LIABILITY to include
1 u_~edical}""alpracti~~_____
$200,000 per occurrence / $600,000 aggregate
ACClcj~nt~l~ ry::l!ea!tll_~Qvera~_ ___
C In the event of accidents of any kind, Dr. Simon must furnish the Risk Manager with
copies of all reports of any accident within ten (10) days of the accident.
II. ADDITIONAL REQUIREMENTS
A Certificate of Insurance:
* The City of Corpus Christi, must be named as additional insured on the liability
coverage and a blanket waiver of subrogation is required on all applicable 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 lieu of modification of the ACCORD form, separate
endorsements addressing the same substantive requirements are mandatory.
*
The name of the project must be listed under "Description of Operations"
*
At a minimum, a 3D-day written notice of cancellation, material change, non-
renewal, termination and a 10 day written notice of cancellation for non-payment
of premium is required.
Health Dept Contracted Physician inS. reo
1 906 ep Risk Mgmt
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EXHIBIT B
CITY OF CORPUS CHRISTI
DISCLOSURE OF INTEREST
gtyof
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City of Corpus Christi Ord~ 17112, as ameoded., requires all persons or firms --rmglD do business with 1I1e City
to 1JI'OVide 1he followina iDformation. Every question must be an.sWered. If the qufll!Crinn is JlC[ applicable, 8DSlWr with
"NAn. See reverse side for definitions.
COMPANY NAME : /} L ! t if ,-:_ ) : .1)1 L / ' Ill> r", 1+
P 0 BOX' /-2; ;l' / l L.Mc ,I;', 11 ,iT"} -,~, / (. "
.. .' . . (. . \J ,.1, -'L"L., " L, j
S1REET'~ ,j ~r a j/ t /.1 "-" gIY: tJr>/JuJ JA,uAtG
,
1. Corporation k.> ") 2. Partnership ()
4. Msociation V'.> s. Otber ( )
DISCLOSURE QUESTIONS
If 1dditi0lUl11p1Ce is neces~, pleae use the reverse side oftIUs ~ or attach ~. sheet.
1. Statedle_ofach "~" of tile City of Corpus Christi having an "Owr...k.dUpimetest" cnnaihlting 3%
or more of 1be ownership in the above DBlDecf"firm. ,.
Name Job Title and City Department (if known)
.Jl
I
FIRM IS:
3_ Sole Owner
'ZJP: -7S'/I>S" .
( )
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2. State d1e II8IIIeS of each "official" of the City of Corpus Christi having an "ownership ~Qt" constituting 3% or
more oftlae ownership in the above named "firm. ,.
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N8IDe
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3. State the aame5 of each "board member" of the City of Corpus Christi having an "ownaship interest" constituting
3% or more of the ownership in 1I1e above named '"firm."
Name Board, Commission, or Committee
". / :H
,
4. State the lWIIes of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any
matter related to the subject of this contract and has an "ownership interesr~ con.sti1ming 3% or more of the
ownership in the above named "firm."
Consultant
;.. 1 ./ ,I
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,
CERTIFICATE
I certify that all information provided is true and com:ct as of the date of this statement. that I have not knowingly
withheld disclosure of any information requested; and that supplemental statements ",ill be promptly submitted to the
CityofCorpus~T~xasas_chan~esoccur., _ '" Vi
Certifying Person: L t '(1-' t ,i' _,! n 11. ! J { 1,\\ TItle: I fb
Signature of Certifying Person: (I ,tt:tcrtL1 Lit U-}I . r(:,> Date:1! ,~~ /:JC12/t,
I
DEFINITIONS
a. "Boeni member." A member of my board, cnmmiuioo, or COIJIIDitIee appoilllld by the City C ;)UDCil
of 1be City of Corpus Christi, Texas.
b. "Elllployee." Ally person employed by the City of CoIpUS Christi, Taas eiiba' on a full or paattiwe
basis., but not as an independent contractor.
c. "rum." Ally entity operated for economic gain, whether professio~ mmldfRl or commercial, and
whether established to produce or deal with a product or service, incb~ butDOt IimitM to, entities
opIIatcd in the form of sole proprietorship, as self-employed ~ t-tlI~"l.;... corporation, joint
SIDClc company,jointvemure, receivership or trust, aad emities which Cor t-~oftnatioa are tIeated
as DOn-profit Ol'8'"'i~ons.
d. "Official" The Mayor, members of the City Council, City MaDager, Deputy City Manager, Assistant
City Managers, Depathuent and Division Heads, and Municipal Com Judges of the City of Corpus
~ Texas.
e. "Ownership In~" Legal or equitable ~ whether ,ctu"Jly or ~....ti"ely held, in a film,
iDcIuding when such interest is held through an agent, trust, est8Ie, or hnlding emily. "Constructively
held" refers to holdings or conttol established through voting trusts. i'UIA~ or special terms of venture
or pannersbip agreements."
f. "Consultant. " Any person or finD, such as engineers and arch~ hired by the City of Corpus
Christi for the purpose of professional consultation and recommendmnn