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Home My WebLink AboutC2006-153 - 4/17/2006 - NA Page 1 of 7 COST ALLOCATION SERVICES This Cost Allocation ServIces Agreement ("Agreement") is entered into by and between the City of Corpus Christl. 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. SERVICESiO BE PERFORMEQ The Consultant agrees to provide professional consultant services to prepare and produce for the City two cost allocation plans. One plan will be used for management purposes such as establishing transfer amounts for enterprise funds for FY 2005 (Full- Cost Plan). The second plan shall conform to all applicable federal and state regulations and guidelines, to be used to recover indirect costs charged to federal and state plans. The plan shall be in compliance with Federal Circular A-8? (A-8? Plans). The A-8? Plans shall be prepared on actual audited cost data reconciled to the City's Comprehensive Annual Financial Report (CAFR). Consultant shall prepare and produce an A-8? Plan for FY 2004. The allocation statistics used in preparing the A-8? Plans, in most cases, will be the same as those used in preparing the Full-Cost Plan. The plans must be compieted and made available to City Management by May 19, 2006 2. SCOPE OF SERVICES Consultant shall prepare the plans in accordance with applicable Federal, State and Local laws and regulations. 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 plans shall be delivered to the City Director of Financial Services as required by this Agreement, 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. 2006-153 04/1 7/06 ChnSllCORPI S CHRISTI CO'HRACT FY 06.dol' MAXIMl:S Page 2 of 7 4. FEE.EQB-$E~~ICES Total cost for professional services shall not exceed $24,000 unless expressly authorized by written amendment to this Agreement. Fees shall be payable upon acceptance of the plans by City Director of Financial Services. The City shall only reimburse expenses for which pnor written authorization was given by the City Contract Administrator 5. TERMlfiA TIONJ)F~ONTRA~T 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 201 E Dallas, Texas 75240 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 approval 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. COPYRIGtU_~QR COST ALLOC~ liON SOFTWARE The City acknowledges that the cost allocation plan provided by the Consultant to the City is generated by Consultant's proprietary software. Nothing contained in this Agreement is intended, nor shall it be construed, to require the Consultant to provide the software to the City. The City agrees that all ownership rights to the Consultant's proprietary software lie With the Consultant. The City may use the plan for and on behalf of its operation C:\M\XfMl S FILES\COSl "-location Plarh Cl'l'US Chri,tJCORPI S (HRISTI CONTRACT FY 06.doc Page 3 of 7 8. CON~Ul TANTLlABILlTYlfAUO(TED The Consultant shall assume all financial and statistical information provided to the Consultant by City employees or representatives is accurate and complete. Any subsequent disallowance of funds paid to the City under the claims for reimbursement of eligible indirect costs, for whatever reason, is the sole responsibility of the City. 9. THIRQ PARJIE_~ 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 mdirectly or otherwise. to third persons 10. 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 shali 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 In 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. 11. VENUE AND APPLICABLE lA_W 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 ~~:"M.\\IM' '; ;::!LES\COST \I!.,cation Pial". C'rpw, '"hristl CORP''; CHRISTI CO~TRACT FY 06.doc Page 4 of 7 Texas and such forum and venue for such disputes shall be the appropriate district, county, or lustice court in and for Nueces County, Texas. 12. DIS~,",-OSURE;_QF1NTERE~I~ 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. 13. INDEMNIFICATION Consultant agrees to Indemnify and save harmless City, its agents, servants, and employees from liabilities, losses, damages, or expenses, including reasonable attorneys fees resulting from Consultant's negligence or willful acts or omissions while In performance of this Agreement 14. LIMITATION OF LIABILITY In no event shall Consultant. its directors, officers, employees or agents be liable for any special, Incidental, punitive, indirect or consequential damages arising out of or in connection with the services provided under this agreement, 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, even if advised of the possibility of such damages. This limitation shall apply to all claims, whether under theory of contract, tort (including negligence), strict liability or otherwise. Consultant's liability (if any) to City or any third party is limited to the amount paid to Consultant for the services. 15. INSURANCE Consultant agrees to provide insurance in accordance with the attached exhibit. 16. 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. 17. 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. 18. 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 C:\MAXlMl '.:; FILES\Cost '>.1;,>catlOn Plans Curpus ChristlCORPI S CHRISTI CONTRACT FY 06.doL" Page 5 of 7 19. CAeIIONS. 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. 20. 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 courtJf 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. nvalid, 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 21. SOL~ 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. EXECUTED IN DUPLICATE, each of which shall be considered an original, this ~ day of _~______,_,_ 2006, ATTEST: CITY OF CORPUS CHRISTI /)r~~~ Armando Chapa City Secretary ~) ~ ',- G,o~' K. Noe eity Manager APPROVED THIS E- DAY OF ,-t e~/ By: in~,"'l '-"b. ].u,-t<- Assistant City Attorney 1-1W eA' ...~ ) th'w ., ( h, ,2006 CONSULTANT ')l!~(vt~ : t 1 \...- C:\MAXIMI S F!LES\COSI \lldcatlOn Plan,; C"rpu,; ('hnslICORPIS CHRISTI CO~TRACT FY Oo,doc Page 6 of 7 INStMN<-:E REQUIREMENTS CONSLlL\NT'S IJ\Sl R..'>.NCF A. Consultant must not commence work under this agreement until all insurance required herein has been obtained and such insurance certificate has been approved by the City's Risk :\1anager. The Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. C msultant must furnish to the Risk Manager two (2) copies of Certificates of Insurance, shoVvlllg the r4:Jllowlllg mimmum CI)verage by lllsurance company(s) acceptable to the Risk Manager The CllV musl be named as an additional insured for all liability policies and a blanket waivc:r - >t subrl:Jgation i~ requIred TYPE OF INSl'RANCE MINIMUM INSURANCE COVERAGE 30-D<1\ ',,(lUCe \)1 Lanceilatl' tn, n(m-renew~.d -eduction,ir Bodily InJUry ~:md Property Damage additIl -.n ,n CO\ erage ilr term matIOn and Ii I day written notice of cancellation fl'r non-payment l~ requlred'Hl all certlficate~ WORKERS' (O\IPfT\.\AI iO!\. WHICH COMPLIES WITH THE TEXAS WORKERS' cOMPENSA nON ACT AND SECTION II OF THIS EXHIBfl EMPl UYERS' I IA8IL If) S5()(),000 PROFESSIONAL LABlLI Y to mcude I. Errors and OmIsSion> S 1,000.000 (' I'n the e\-ent \)f accident~ related to thIS contract C.'onsultant must furnish the Risk Manager with copie:-. at all reports \)f siJch accidents at the same time that the reports are iorwarded to any other mterested parties. II. :\DDITIOJ\AL REQUIREfVIENTS Consultant must obtain workers' cl)mpensation coverage through a licensed insurance company or through self-insurance obtained in accordance with Texas law. If such coverage is obtamed through a licensed company, the contract for coverage must be written on a policy and the Texas Department of Insurance must approve endorsements. The coverage provided must he 111 amounts sufficient to assure that all workers' compensation obligations incurred by Consultant wIll be pwmptly met. · The City of Corpus Christi must be named as an additional insured for all liability coverage, except for the Workers' Compensation coverage and a blanket waiver of subrogation is required on all applicable policies, · Should your insurance company elect to use the standard ACORD form, the cancellation clause (bottom right) shall be amended by adding the wording n M\XIMI S FILES\Cost \11..catinn Plan,Cl!l1US 'hrisnCORPI S ( HRISTI CONTRACT FY 06.dol Page 7 of 7 'changeG ()r between ""he' ..md "canceled". and deleting the words "endeavor to", .md de!etmg :he wordmg .!fter "'left.. · rhe name of the project ~hall be listed under "Description of Operations". · \t a minlmum. a 30-day written notice of non-renewal, reduction or addition in ...:o\erage tennination or .:ancellation and a 10 day written notice of cancellation tor non-payment of premIum is reqUIred. . (""'-oJ .'\llocatlon Plans RFP 111'-0 rel, I::: = '~-i)3 ep Risk \Igmt C:\M AXIMl S FllES\Cost \11,'~atlOn Plans Corpw; ChriS!ICORPlS (HRISTI CONTRACT FY 06.doL