Loading...
HomeMy WebLinkAboutC2009-152 - 4/28/2009 - ApprovedSERVICE AGREEMENT for Auto & General Liability Database Software THIS Auto & General Liability Database Software service agreement ("Agreement") is entered into by and between F/`+~l'~ (~/fINFSS SERV~CFS, /A/C, (the "Contractor") a LDiQ~Or2A77oN (organizational status -- corporation, sole proprietorship, LLC, LLP, Partnership), and the City of Corpus Christi, a Texas home-rule municipal corporation (the "City") effective for all purposes upon execution by the City Manager or his designee. WHEREAS Contractor has proposed to provide Auto & General Liability Database Software in response to Request for Proposal (RFP) No. BI-0095-09. WHEREAS the City has determined Contractor to be the Best Value Supplier; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows 1. Services. Contractor will provide Auto & General Liability Database Software in accordance with RFP No. BI-0095-09. 2. Term. This Agreement is for the time period from Apri- 1, 2009 through March 31, 2010 with the option to extend for up to two additional twelve-month periods subject to the approval of the Contractor and the City Manager or his designee ("City Manager".) 3. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non-performance and authorizations for payment. A11 of Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is. the Risk Manaeer. 4. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant or employee of Contractor be considered as an employee of the City. S. Insurance. Before activities can begin under this Agreement, Contractor must deliver a Certificate of Insurance, as proof of the required insurance coverages to the Contract Administrator. Additionally, the Certificate must state that the Contract Administrator will be given at least 30 days notice of cancellation, material change in the coverages, or intent not to renew any of the policies by first class mail. The City must be named as an Additional Insured on commercial general liability and automobile liability coverage. The City Attorney must be given copies of all insurance policies within IS days of the City Manager's written request. Insurance requirements are incorporated by reference in Exhibit A and may be revised annually by the City Manager upon 30 days written notice to Contractor. 6. Assignment. No assignment of this Agreement or any right or interest therein by Contractor except to its parent or subsidiary is effective unless the City first gives its written consent to such assignment. The performance of this Agreement by Contractor is of the essence of this Agreement --' ° " ' ''.hhold consent to such assignment is within the sole discretion of the City 2009-152 04/28/09 'r' M2009-113 FARA Business Services 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on July 31 annually, is subject to appropriations and budget approval providing for such contract item as expenditure in said budget. The City does not represent that said budget item will be actually adopted, that determination is within the sole discretion of the City Council at the time of adoption of each budget. 8. Indemnification./`~~~~ ~VS~~~S.fe/y/~i~S. /IIr.(Indemnitor) agrees t0 indemnify, defend and ho/d the City of Corpus Christi, and its officers, emp/oyees, and agents (Indemnitees) harm/ess from and against any and a// /iabi/ity, /oss, c/aims, demands, suits, and causes of action of any nature on account of death, persona/ injuries, property /oss or damage to property (inc/uding properly of Indemnitor or Indemnitees), or any other kind of damage, inc/uding a//expenses oflitigation, court costs, attorneys' fees, expert witness fees, the amount of any judgment, Pena/ty, or interesly which arise or are c/aimed to arise out of or in connection with this contractor the performance of this contract (inc/uding, without /inviting the foregoing, worker's compensation and death c/aims) for injuries, death, or damages that are caused by, or are c/aimed to be caused by the concurrent or contributing neg/igence of Indemnitees, but not by the so% neg/igence of Indemnitees unmixed with the fau/t of any other person or group. Indemnitor speciFca//y agrees to indemnify Indemnitees from the neg/igence of its emp/oyees unless neg/igence is so% neg/igence of Indemnitees Indemnitor must, at its own expense, investigate a// c/aims, attend to their sett/ement or other disposition, defend Indemnitees in a// actions based on those c/aims with counsel satisfactory to Indemnitees, and pay a// attorneys' fees, costs and expenses of every kind and character whatsoever resulting from the c/aims 9. Waiver. No waiver of any breach of any term or condition of this Agreement, or Contractor's proposal submitted in response to RFP No. BI-0095-09 waives any subsequent breach of the same. 10. Compliance with laws. This Agreement is subject to all Federal laws and laws of the State of Texas. All duties of the parties will be performed in the City of Corpus Christi, Texas and or on property owned/or leased by the City of Corpus Christi, TX. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 11. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 12. Amendments. This Agreement may be amended only by written agreement signed by duly authorized representatives of the parties hereto. 13. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in RFP No. BI-0095-09. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. The City may terminate this Agreement at any time, pursuant to the provisions of 2.39 of the RFP. The Contractor may terminate this Agreement upon 60 days prior written notice for the City's failure to perform or fulfill its obligations as set forth in this Agreement. 14. Taxes. Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide, Publication 15, as it may be amended. Contractor must provide proof of payment of these taxes within 30 days after City Manager's written request therefor. Failure to pay or provide proof of payment is grounds for the City Manager to immediately terminate this Agreement. 15. Drug Policy. Contractor must adopt a Drug Free Workplace and drug testing policy that substantially conforms to the City's policy, which is a Zero Tolerance policy that eliminates drugs in the workplace. 16. Notice. Notice may be given by facsimile, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand delivered or on the third day after deposit if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Risk Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 FAX No.: (361) 826- 3697 IF TO CONTRACTOR: Contractor Name: Contact Person: Address: /(o ZS City, State, Zip: ~i s~ Fax No.: 9.Y~ 17. Month-to-Month Extension. If the City has not completed the procurement process and awarded a new Auto & General Liability Database Software contract upon the expiration of this Agreement, then Contractor must continue to provide services under this Agreement, at its current fee, on a month-to-month basis for a period not to exceed six months or until a new contract is awarded by Council, whichever comes first. This Agreement automatically expires on the effective date of a new contract. The Contract Administrator will provide notice of the effective date of the new contract to Contractor. SIGNED this ~7 day of ~~l~,2009 CONTRACT L~~~-^'~t i Name: Dilt/i/> ~'tCff7412~ Title: ( ~JrP (deyL$- CITY ~QF CmB.P~~RISTI MichalWBarrera ~ ~ Assistant Director of Financial Services APPROVED AS TO FORM THIS DAY OF.f'C1Wl~, 2009 Mary her, CIT A~"I' NEY - Vlo(~~" ~ ( J BY: ,( mm~ Veronica Ocanas, dT COUNCIL .. k~.... Assistant City Attorney Incorporated by reference: Exhibit A: RFP No. BI-0095-09 Exhibit B: Proposer's Proposal ATTEST: ~ ARMAN()0 CHAPA CTCY SECRETAR"