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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, 2 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. 3 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 4 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. 6