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Home My WebLink AboutC2010-233 - 7/13/2010 - ApprovedSERVICE AGREEMENT No, TH15 PROFESSIONAL AUDITING SERVICES CONTRACT (this "Agreement"} is entered into by and between Collier, Johnson & Woods, P _C. {the "Contractor") and the City of Corpus Christi, a Texas home-rule municipal corporation (the "City") effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed #o provide PROFESSIONAL AUDITING SERVICES in response to Request for Proposal No. BI-0139-10, which is incorporated herein by reference; WHEREAS the City has determined Contractor to be the most advantageous proposer; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide the PROFESSIONAL AUDITING SERVICES in accordance with Request for Proposal No. B1-0139-10, which is incorporated herein by reference. 2. Fee for Services. The City agrees to pay the Contractor those fees mutually agreed to between both parties as follows: the Contractor's charges for services during each year of this Agreement as specified in the Proposer's responses to Section 3.8 of RFP BI-0139-10. 3. Term. This Agreement is for one year, commencing on the date signed by the last signatory hereto. The term includes an option to extend for up to four additional one-year periods, subject to the approval of the Contractor and the City Manager or his designee ("City Manager".) 4. Con#ract 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. All of Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Controller. 5. 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. 6. Insurance. Before activities can begin under this Agreement, Contractor's insurance company(ies) 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, via certified mail, of cancellation, material change in the coverages or intent not to renew any of the policies. The City must be namPrl as ~n Ad~itional Insured. The City Attorney must be given copies of all insurance 2010-233the City Manager's written request. Insurance requirements are M2010-172~uest for Proposal No. BI-0139-10 which is incorporated herein, 07113110y be revised annually by the City Manager upon 30 days written Collier Johnson & Woods #N~GyC~ 7. Assignment. No assignment of this Agreement or any right or interest therein by Contractor 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 and the City's right to withhold consent to such assignment is within the sole discretion of the City on any ground whatsoever. 8. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City, which fiscal year currently ends on July 31St annually, is subject to appropriations and budget approval providing for such contract item as an expenditure in that budget. The City does not represent that the budget item will actually be adopted; that determination is within the sole discretion of the City Council at the time of adoption of each budget. 9. Waiver. No waiver of any breach of any term or condition of this Agreement or Contractor's offer in response to Request for Proposal No. BI-0'139-1Q 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. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and the 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 represents#ives of the parties hereto. 13. Termination. The City Manager may immediately terminate this Agreement far Contractor's failure to perform the services specified in Request for Proposal No. B1-0139- 10. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give Contractor 5 work-days written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, City may terminate this Agreement, with or without cause, upon 30 days written notice to Contractor. However, City may terminate this Agreement on 24-hours written notice to Contractor for failure to pay or provide proof of payment of taxes as set out herein. 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 therefore. Failure to pay or provide proof of payment is grounds far the City Manager to immediately terminate this Agreement. 15. Drug Policy. Contractor must adopt a prug Free Workplace and drug testing policy that substantially conforms to the City's policy. The City has azero-tolerance drug policy. 16. Violence Policy. Contractor mus# adopt Violence in the Workplace and related hiring policy that substantially conforms to the City's policy. The City has azero-tolerance violence policy. 17. Notice. Notice may be given by fax, 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: Controller, 4th Floor P.O. Box 9277 Corpus Christi, Texas78469-9277 Fax No.: 361-826-3601 1F TO CONTRACTOR: Contractor Name: Collier, Johnson & Woods Contact Person: F. John. Shepherd Address: 555 N Caxancahua Suite 1000 City, State, Zip: Corpus Christi TX 78401 0839 Fax No.: 36i-884-9422 18. Month-to-Month Extension. If, upon expiration of the original contract period or any extension thereof, the Ci#y has not completed the competitive procurement process and awarded a new Agreement for the services described herein, then Contractor shat! continue to provide services under this Agreement, at its then-current fee, on a month-to-month basis, for a period of time not to exceed twelve months, until a new contract is awarded by Council. This Agreement automatically expires on the effective date of a new contract. 19. Indemnification. CONTRACTOR AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY OF CORPUS CHRISTI, AND !TS OFFICERS, EMPLOYEES, AND AGENTS (lNDEMNITEES) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF ANY NATURE ON ACCDUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE TO PROPERTY (INCLUDING PROPERTY OF INDEMNITOR OR INDEMNITEES), OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES, EXPERT WITNESS FEES, THE AMOUNT OF ANY JUDGMENT, PENALTY, OR INTEREST, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR !N CONNECTION WITH THIS CONTRACT OR THE PERFORMANCE OF THIS CONTRACT {INCLUDING, WlTHDUT LIMITING THE FOREGOING, WORKER'S COMPENSATION AND DEATH CLAIMS) FOR INJURIES, DEATH, OR DAMAGES THAT ARE CAUSED BY, OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF lNDEMNlTEES, BUT NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. INDEMNITOR SPECIFICALLY AGREES TO INDEMNIFY INDEMNITEES FROM THE NEGLIGENCE OF ITS EMPLOYEES UNLESS NEGLIGENCE IS SOLE NEGLIGENCE OF INDEMNITEES. INDEMNlTQR MUST, A T !TS OWN EXPENSE, INVESTIGATE ALL CLAIMS, ATTEND TO THEIR SETTLEMENT OR 0 THER DISPOSITION, DEFEND INDEMNITEES !N ALL ACTIONS BASED ON THOSE s CLAIMS WITH COUNSEL SATISFACTORY TO INDEMNlTEES, AND PAY ALL ATTORNEYS' FEES, COSTS AND EXPENSES OF EVERY KIND AND CHARACTER, WHATSOEVER, RESULTING FROM 7HE CLAIMS. 20. Severability. Each provision of the Agreement shall be considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable iaw, such invalidity shalt not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. SIGNED this seventh day of July, 2010. Contractor: Collier, Johnson & Woods P.C. Sign re Name F. John Shepherd Title: President CITY OF ORP 5 RI I Michael rr ra Assistant Director of Financial Services ~ r ~ _ ~ 7a AEITHQRIZE~ I3T C+D1iiY~Cll_ ....~,,,,~ ..,~ 3£CFiE7ARy ~6 I~ f Date APPROVED THIS~~ DAY OF ~ , 2010 CARL05 VALDEZ, CITY ATTORNEY f~ ~,,~ By: Vv"" Veronica Ocanas, Assistant City Attorney Incorporated by Reference: Exhibit A: Request for Proposal Na. BI-0939-10 Exhibit B: Proposer's Proposal