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HomeMy WebLinkAboutC2007-341 - 9/5/2007 - NAPi~oFEiofVAL ERVIDE A~EE~IEfVT ~of~ THE CITY of CoRPU DHRiTi NlEfVIOR~AL CoLiEUf~! STATE OF TEXAS § COUNTY OF NUECES § This Agreement is entered into by and between: the City of Corpus Christi Texas ~"Cfty„}, a Texas home~rule n~unicipai corporation, acting through its duly authorised City Manager yr designee, and Lather K. know ~"Dansuftant'r}, bath of which may be referred to collectively in this Agreement as the "parties," The parties hereto severally and collectively agree, and by the executian hereof are bound, to the mutual obligations herein contained and to the performance and accor~plihment of the tasks hereinafter described, 1. TERf~I The term of this Agreement shall commence on August ~ , ~g07 and terminate on December 3~ , ~~07 unless sooner terminated under the provisions of this Agreement. ~. SCONE ~~' ERVICE . ~ Consultant agrees to provide the services described in this Section , entitled Scope of Services, in exchange for the compensation described in Section , Compensation to Consultant. Consultant shell vuork with the Memorial Coliseum Comrr~ittee on the development and ir~plernentation of these servicesf to the r~utual satisfaction of the Committee and the Consultant. 2.~ Consultant shall process complex inforrr~ation for leadership decision- rnaking and produce a ~owrr l~af1 feedback Repar~, ~, Consultant shall conduct first site visit, Duration of 1 % days between August ~ and ~3, ~gOT, Consultant shall conduct first leadership workshop and conduct leader interviews and site surveys. ~.4 Consultant and Mernoriai Coliseum Committee shall fallow up on the research, development, and analysis set at the first leadership workshop. Consultant shall develop and prepare draft of Asse~~Baed Guide #o ~~~ior~ ~o, and from, ~~e Doiiseur~, Consultant shall conduct second site visit, Consultant shall facilitate second leadership workshop. Consultant and Memorial Doliseu~n Committee shall ~~o7-4i U91~a107 Luther I~. nom make final deterr~inations. A public presentation andlor facilitation may or may not be required .6 Consultant shall produce and deiiverfinal report, Arr~4ssef~Based guide fo ~p~ions for, and frarn! the o~~seur~. ~~7 Ali work performed by Consultant hereunder shall be performed to the satisfaction of the Directar of Economic Develapr~ent. The determination made by the Director of Economic Development shall be final, binding and conclusive on all parties hereto. City shall be under no obligation -ta pay for any work performed by Consultant, which is not satisfacto to the Directar of Economic Development, pity shat! have the right to terminate this Agreement, in accordance with section 7, Termination, in whole or in part, should Cansuitant's work rat be satisfactory to the Directar of Economic Development; however, City shall have no obligation to terminate and may withhold payment far any unsatisfactory work, as stated herein, even should City elect not to terrr~inate. . C~~P~NAT~~N T~ ~~NI~N~TA~IT 3.~ In consideration of Consultant's performance in a satisfactory and efficient manner, as determined solely by the Directar of Economic Development, of ail services and activities set forth in this Agreement, City agrees to pay Consultant in an amount not to e~cceed Four Thousand Dollars {4,gOg,~O}for said services pity and Consultant understand that ~`he Dar u hris~i Caller-~'rrnes and AEP will each pay Consultant Four Thousand Dollars {4,D~D.D~}~ - .~ The compensation set Earth in 4~ ~ above i based an four deliverables: fallawi'ng: Town Hali Feedback Report. First bite visit ecand bite Visit Asset-Based guide to Options far, and from, the Coliseum The City's payment of ~,OOg shall be due to the Consultant and delivered to the Consultant by mail ar delivery service upon the delivery to the City by the Consultant of the second and final draft of the Asset-Based ~rlde to ~~l~ons for, and from fo ollser~m. .4 final acceptance of work products and services require written approval by City. The approval official shall be the Directar of Economic Development, Payment by pity will be made to Consultant on the schedule and runner described above. Consultant shall provide the City with an invoice for each scheduled payment, However, payment shall be prepared and ready to be delivered to consultant at each of the two sits visits in exchange far the invoice. Payment an the final invoice shall b rna~de not less than two weeks altar the data of the final invoice. pity shall not be ~ of obligated or liable under this Agreement to any party, other than Consultant, for the payr~ent of any monies or the provision of any goods or services. ,~ This Agreement is contingent upon the payment of Four Thousand Dollars ~4~o0o.DO} by each Tf~e or~~rs hrr"ski Ca~~er-]~~me and AEP. ~. TERMfNATioN 4~ ~ For purposes of this Agreement, "terr~ination" of this Agreement shall r~en tern~inatian by expiration of the Agreement term as stated in Section ~, Term, or earlier termination pursuant to any of the provisions hereof. 4, This Agreement may be terminated by City or the Consultant upon ten calendar day's written notice, which notice shall be provided in accordance with Section ~, Notice. NOTICE Except where the terms of this Agreement expressly provide otherwise, any election, notice or communication required or permitted to be given under this Agreement shall be ire writing end deemed to have been duly given if and when delivered personally with receipt acknowledged}, or three ~3} days after depositing sane in the U.. rnaii, first class, with proper postage prepaid, or upon receipt if sending the same by certified mailr return receipt requested or upon receipt when sent by a commerc~aE courier service such as Federal Express ar D%IL vllorldwide Express} for expedited delivery to be confirmed in writing by such courier, at the addresses set forth below or to such ether address as either party ray from time to time designate in writing. if intended for City, to: City of Corpus Christi 10~ Leopard Street ~. ~. Box 9~~7 Corpus Christi, TX ?'84o9-g2~? Attn: director of Economic Development If intended for Consultant for Luther ~C. Snow 409 ~Jpper Broadway Decorah, Iowa 2~ 01 G. ~N~EPENDENT CONTRACTOR Consultant covenants and agrees that he is an independent contractor and not an officer, agent, servant or employee of pity; that Consultant shall have exclusive control of and exclusive right to control the details of the work perferrrred hereunder and 3 ofd all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultonts; that the doctrine of respondent superior shall not apply as between pity and Consultant, its officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating the relationship of employer~employee, principal- agent, partners or point-venturers between City end consultant, The parties hereto understand and agree that the City shell not be liable for any claims which may be asserted by any third party occurring in connection with the services to be performed by the Consultant under this Agreement and that the Consultant has no authority to bind the City. 7. oI~FLI~T of INTE~ET l~ ~ Consultant acknowledges that it is informed that the Charter of the City of Corpus Christi and its Ethics Code prohibit a city officer or employee, as those terms are defined in section -~~ ~ of the Code of Ethics, from having an interest in any contract with the City 7,~ Pursuant to the subsection above, Consultant warrants and certifies, and this Agreement is made in reliance thereon, that it, its officers, employees and agents are neither officers nor employees of the City. in compliance with section ~-4 of the City's Code of ordinances, Consuitont shall complete the City's D~aclosure of Irr~e~e~s form, v`rhich is attached to this Agreement a E~chibit A, the contents of which, as a completed forte, ere incorporated in this document b reference as if fully act out in this Agreer~ent~ 8, AMENDMENT Except where the terns of this ~Agreernent expressly provide otheruvise, any alterations, additions, or deletions to the terms hereof, shall be effected by amendment, in writing, executed by both City and Consuitont. 9. LAIN APPLICABLE .1 This agreement shall be construed under and in accordance with the laws of the state of Texas, except conflict of laws provisions, and all obligations of the parties created hereunderare performable in Nueces County, Texas. .~ Any legal action or proceeding brought or maintained, directly or indirectly, as o result of this Agreement shall be heard and determined in the City of Corpus Christi, Nueces County, Texas. 10. ENTIRE AGREEMENT This Agreement, together with its authorizing ordinance and Its exhibits, if any, constitute the final and entire agreement between the porkies hereto and contain ail of 4 ofd the terns and conditions agreed upon. ~o ether agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind the pasties hereto, unless carne be in writing, dated subsequent to the date hereto, and duEy executed b the parties, in accordance Frith Section , Amendments. ~X~UT~~ and A~~~~ to as of the dates shovun belo~v. CITY: CITY OF CORPUS CHRISTI eor ~C. Noe ity Manager Date: ~~~~ ATTEST: Armando Chapa City Secretary Approved a to Legal Form; ry .Smith date Assistant it Attarne~ For it Attorney ~oNI~LT~41~1"* LUTHER K. IV~llll Luger K. nor Date: 5 ofd E~~lIBIT A ~ 0~ ~-.~ CITY ~F CARPUS ~~#RiS't"I aiS~~~LIR~ ~F INT~R~S'~ City of Corpus ~hr~sti Ordi~an~~ ~ 7~ 1 , es amended, requires ail persons at firms seeking ko d~ business with tt~e City to provide the following inform tian, every u~stlon must be answered, If the question is not ~ppllcable, ar~swerwith "OVA". FIRM N~rM~ ~ ~~~ t~ ~ ~ d ZIP; ~ ST~~~T~ CITY, FIRM ia; ~ . Carporetion . Partnership , Sale owner 4~ ~ssaciation ~: 5. ether aISC~OSUR~ QIJi~TI~NS 1# ~dditianai speae is necessary, pl~ese use the reverse side of this pa~~ dr stta~h separate sheet, 1 ~ State the names of eac1~ ''employee" of the pity of Corpus Christi ha-ring an "ownarshi~ interest" coristitufing 3°J~ cr more ~f the av~nerahip in the above named "firm". Nerne Job Title aid City department fit Icnauvn} ~. State the names of each "offtaial" of the City o~ corpus Christ; having an ~'owrYer$hip interest" constituting 3~1a or m~r~ o~the owner$hi~ In the above named'ifirrn". Name Title ~~1 State the names cf eaah "board member" cf the City of Corpus Christi having are "~wnershlp interest" instituting ~~ or more of the ownership In the above named "firm", Namo ~aard, Commission or Cornmitkea 4~ State the names of each employee or officer of a "consultant" for the ~Ity o~Corpus ~hrls#i who worked on any matter related to the abject Qf this contrao~ end hoe en "ownership interestf' cons#~tuting 3°~ or mare of the cwr~ership in the above Warned "firm", Name ConsuCtant C I certi that ail ini'ornrat#~~ provided is true end withheld isoioure of ar~y inforrnati requested; an of Corpus Christi, Texas as than ~~„ CerCifying Person., C~~TIFiCAT~ rr~ect as of the data of thCs statement, that ~ haue not knowingly iat supplemental statementswiiC be promptlysubrnCtted tcthe Ciiy Title. {Type or Print] ~~ Ignature of erti~ring ~ersonf Este; DE~~NITION a. "~aard Member""~ A member of any board, commission ar committee appointed by the City Council of the City of Carpus Christi, Texas. b. "Employee". Any person employed by the City of Corpus Christi, Texas, either on a full or part time basis, but not as an independent contractor. c. "Firm". Any entity operated for economic gain, whether professional, industrial ar commercial and whether established to produce ar deal with a product or service, including but not limited to, entities operated in the forrr~ of sale prvprietarship, as selfemplayed person, partnership, corporation, joint stock company, joint venture, receivership or trust and entities which, for purposes of taxation, are treated as non-profit organizations. d "Official". The Mayor, mer~bers of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads and Municipal Court Judges of the City of Corpus Christi, Texas, e "Ownership interest". Legal or equitable interest, whether actually ar construotively held, in a firm, including when such interest is held through an agent, trust, estate or holding entity. "Constructively held" re€ers to holding or control established through voting trusts, proxies or special terms of venture or partnership agreements. f. "Consultant"". Any person or firm, such a engineers and architects, hired by tie City of Corpus Christi far the purpose of professional consultation and recommendation. .