HomeMy WebLinkAboutC2009-511 - 12/16/2009 - NAPROFESSIONAL CONSULTING SERVICES AGREEMENT
This Professional Consulting Services Agreement ("Agreement") is entered into by and between the City
of Corpus Christi, a municipal corporation ("City"), and Sarah Salvide, ("Consultant") effective for all
purposes upon execution by the City Manager or City Manager's designee.
I. SERVICES TO BE PERFORMED.
The Consultant agrees to provide professional grant writing services for the City of Corpus Christi for the
application for Cities of Service Leadership Grant of $200,000.
The parties agree performance of the work shall commence upon authorization to proceed by the City
Director of Intergovernmental Affairs ("Contract Administrator"). All notices or communications
regarding this Agreement shall be directed to the Contract Administrator.
II. FEE FOR SERVICES. Total cost for all services provided by Consultant and all expenses incurred
by Consultant under this Agreement shall not exceed $10,000.00 unless expressly authorized by written
amendment to this Agreement.
Payment of $5,000 shall be made upon receipt of invoice. Final invoice shall be submitted on December
15, 2009 to be paid before December 31, 2009. The total not to exceed fee includes all costs for expenses
such as teleconferencing, meeting, consulting, emails communication, telephone calls both local and long
distance, photocopies, computer printouts, fax charges, and remote access to complete each request for
service. All out of town travel will be at the best available rate and will be paid only upon written request
by Contract Administration.
III. EFFECTIVE DATE, TERM, TERMINATION, HIERARCHY OF DOCUMENTS
A. This agreement takes effect upon execution by the City Manager or his designee.
B. The term of this agreement is date of signature through December 15, 2009 unless sooner terminated
in accordance with Subsection C below.
C. The City may, at any time, with or without cause, terminate this Agreement upon written notice to the
Consultant. Upon termination of this Agreement, all finished or unfinished documents, data, studies, or
reports prepared by the Consultant, at the option of the City, will be delivered to the City and become the
property of the City. In such event of termination without cause, City will be invoiced for the actual time
and charges accumulated through the date of termination.
D. In the event of any conflicting terms between this Agreement and Consultant's Proposal, the terms in
this Agreement control.
IV. APPROPRIATION OF FUNDS. 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 the 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.
V. 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. The performance of this Agreement by Consultant
~~ +hP PecPn~e ~f this Agreement and City's right to withhold consent to such assignment shall be within
2009-511
12/16/09
Salvide, Sarah
the sole discretion of the City on any grounds whatsoever.
VI. INDEPENDENT CONTRACTOR. 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.
VII. SUBCONTRACTORS. 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.
VIII. VENUE AND APPLICABLE LAW. This Agreement shall be subject to all Federal, State and
local laws. 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.
IX. WAIVER. No waiver of any breach of any term, or condition of this Agreement, shall be construed
to waive any subsequent breach of the same.
X. DISCLOSURE OF INTERESTS. 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.
XI. INDEMNIFICATION. Consultant must indemnify and hold City, its
officers, employees or agents ("Indemnitees") harmless of, from, and
against all claims, demands, actions, damages, losses, costs, liabilities,
expenses, and judgments recovered from or asserted against
Indemnitees on account of injury or damage to person or property to the
extent any such damage or injury may be incident to, arise out of, or be
caused by, or be in any way connected with, either proximately or
remotely, wholly or in part, the performance of this Agreement; an act or
omission, negligence or misconduct on the part of Consultant, or any of
its agents, servants, contractors, or employees in performance of this
Agreement.
Consultant agrees to indemnify and save harmless City, its agents,
servants, and employees, ("Indemnitees"), from any and all liabilities,
losses, damages, or expenses, including attorney's fees resulting from
the negligence or acts or omissions of Consultant, its employees,
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officers, agents or contractors, while in performance of this Agreement.
XII. 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.
XIII. 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.
XIV. 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.
XV. 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.
XVI. 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.
XVII. NOTICES. Notices provided shall be in writing and delivered to:
On behalf of the City: City of Corpus Christi
Director of Intergovernmental Affairs
P.O. Box 9277
Corpus Christi, TX 78469-9277
On behalf of the Sarah Salvide
Consultant: 634 Hoffman
Corpus Christi, Texas 78404
With copy to:
XVIII. 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.
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EXECUTED IN DUPLICATE, each of which shall be considered an original, this ~~ day of
D~e~t.,,e/ , 2009.
ATTES
Armando Chapa
City Secretary
CITY OF CORPUS CHRISTI
i
ri ~~
` 1 R. Escobar
ity Manager
APPROVED THIS ~ ~? DAY OF p-~- , 2009
By: ~'.~
A~ssis~n~r ~t~e~ey (r~-f-'e,.,•-,, G,fy ~vZ,~
cor
By:
Nam
Title
Date
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CITY OF CORPUS CHRISTI
DISCLOSURE OF INTEREST
City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the
City to provide the following information. Every question must be answered. If the question is not applicable,
answer with "NA". See reverse side for definitions.
COMPANY NAME
P. O. BOX:
STREET:
CITY:
ZIP:
FIRM IS: 1. Corporation 2. Partnership ( ) 3. Sole Owner ( )
4. Association 5. Other ( ) _
DISCLOSURE QUESTIONS
If additional space is necessary, please use the reverse side of this page or attach separate sheet.
1. State the names of each "employee" of the City of Corpus Christi having an `ownership interest" constituting
3% or more of the ownership m the above named "firm."
Name Job Title and City Department (if known)
2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%
or more of the ownership in the above named "firm."
Name Title
3. tate t e names o eac "oar mem er o t e City o Corpus C risti avmg an "owners ip mterest"
constituting 3% or more of the ownership in the above named "firm."
Name Board, Commission, or Committee
4. State the names 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 interest" constituting 3% or more of the
ownership in the above named "firm."
Consultant
CERTIFICATE
I certify that all information provided is true and correct as of the date of this statement, that I have not
knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly
submitted to the City of Co us Christi, T as as changes occur.
Certifying Person: t~ ~ ~' Title:
ype o ~ '
Signature of Certifying Person: Date:
DEFINITIONS
a. "Board member." A member of any board, commission, or committee appointed by the City
Council of the City of Corpus 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 or commercial, and
whether established to produce or deal with a product or service, including but not limited to, entities
operated in the form of sole proprietorship, as self-employed 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, members 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 or constructively held, in a
firm, including when such interest is held through an agent, trust, estate, or holding entity.
Constructively held ^ refers to holdings or control established through voting trusts, proxies, or
special terms of venture or partnership agreements. ^
£ "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus
Christi for the purpose of professional consultation and recommendation.
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