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HomeMy WebLinkAboutC2011-382 - 10/17/2011 - NAPROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND VGFL ENTERPRISES AND SHERYL ROBINSON MCMILLAN This agreement for professional services ( "Agreement") is made by and between the City of Corpus Christi, a Texas home rule municipal corporation ( "City "), acting through its City Manager or the City Manager's designee ( "City Manager "), Virginia G. Flewelling -Leeds doing business as VGFL Enterprises (Consultant A), and Sheryl Robinson McMillan (Consultant B) (collectively referred to in this Agreement as "Consultants "). Section 1. Term The term of this Agreement commences on September 1, 2011. The Consultants will begin work on the Project (as such term is defined in Section 2 below) and will continue, subject to the termination provisions in Section 8 of this Agreement, until the date that the Consultants present the final Project document described in this Agreement, which date cannot be later than October-20- 2011 Section 2. Engagement (A) The City, through the City's Neighborhood Services Department ( "Department "), engages the Consultants to perform the scope of services described in the attached Exhibit A, the contents of which are incorporated in this Agreement by reference as if fully set out herein in their entirety. Within the scope of services, Consultants shall complete the following project: City's fiscal year 2011 -2012 Continuum of Care grant funding proposal document consistent with the U. S. Department of Housing and Urban Development's ( "HUD ") published grant guidelines ( "Project "). (B) The Consultants shall develop the Project in accordance with the timeline set out in Section 5 of this Agreement. The City intends to submit Consultant's final Project document to HUD on October 27, 2011, for future funding consideration. (C) The Consultants, individually by execution of this Agreement, are bound to City and are jointly and severally liable for the performance and final Project required by this Agreement. Section 3. Fee (A) Upon submission of the final Project document by the Consultants and acceptance of same by the City, the City shall pay the Consultants a total fee of $13,500.00, based on 180 hours of time spent on the Project at the rate of $751hour. The total fee is to be divided into two equal amounts and paid to each of the Consultants separately. 2011 -382 10/17/11 VGFL Enterprises, et al Page 1 of 6 INDEXED (B) The Consultants shall each ensure that the City's Financial Services Department receives the proper and fully completed Internal• Revenue Service forms necessary prior to the City's payment of the fees to the Consultants due under this Agreement. Section 4. Contact PersonlContract Administrator (A) For purposes of this Agreement, the City's contact person and contract administrator is the Director of the. Neighborhood Services Department ( "Director "). (B) The Consultants' contact information for this Agreement is as follows: Ginger Flewelling -Leeds dba VGFL Enterprises 1133 Ontario Dr. Corpus Christi, TX 78418 (361) 774 -7204 Office .g in - gerflew@hotmail.com Section 5. Implementation Timelines Sheryl Robinson McMillan P. O. Box 6576 Corpus Christi, TX 78466 (361) 851 -0865 Office (361) 765 -4427 Cell (361) 854 -2087 Fax smcmil5049@aol.com The Consultants shall provide sufficient staffing to accomplish the work described in this Agreement in order to produce the final Project document within the mandated timeframe. The Consultants shall be available as needed to provide the services described in this Agreement and for necessary consultation and meetings with City staff. Consultants shall observe and comply with the following timeline for the Project and production of the final Project grant document: Agreement Start Date Draft Project Document Due Final Project Document Due Submission to HUD via Esnaps Due in HUD Office Section 6. Project Documentation September 1, 2011 October 18, 2011 October 26, 2011 October 27, 2011 October 28, 2011 (A) The Consultants shall be responsible for providing the following Project products: • Final, detailed, submission -worthy electronic copy of the Project document, to include all source documentation, data, indexes, tables, and attachments as may be required by HUD guidelines; • Interim reports, memorandums, and addenda; • Formalized notes from and/or descriptive narrative of events and meetings, including summarized oral comments and responses; • Executive written summary of the final Project document; COC FY2011 Grant Writing Agmt Final Page 2 of 6 • Presentation materials for community meetings, public hearings, and governing body hearings; and • Any other materials substantially relevant to the Continuum of Care grant funding proposal document or to the final Project document. (B) In the event HUD does not approve of or accept Consultants' final Project document prepared on behalf of and submitted by the City, the Consultants must bring the Project document to an acceptable level within HUD's designated time frame. Section 7. insurance Requirements The Consultants must obtain and maintain the insurance requirements set out in Exhibit B of this Agreement, which exhibit is attached to and incorporated by reference into this Agreement as if set out herein in its entirety. Failure to maintain the insurance required by this Agreement is grounds for the immediate termination of this Agreement by the City. Section 8. Termination of Agreement (A) The City may, at any time, with or without cause, terminate this Agreement upon five days written notice to the Consultants at the Consultant's contact address stated in this Agreement. (B) Notwithstanding the foregoing, the City may immediately terminate this Agreement for Consultants' failure to maintain the insurance required by Exhibit B of this Agreement. (C) In the event of an early termination of this Agreement by the City, the Consultants will be compensated for their services at the rate of $75 per hour, based on an estimate of the proportion of the total services actually completed at the time of termination and by comparison of actual time worked on the Project to completion of the final Project document. Any amount paid by City pursuant to a termination of this Agreement will be equally divided into two separate amounts and remitted to each of the Consultants. Section 9. Assignment/Transfer of Agreement (A) The Consultants may not assign, transfer, or delegate any of their obligations or duties in this Agreement to any other person without the prior written consent of the Director, except for routine duties delegated to employees hired by Consultants in the normal course and scope of employment. No part of the Consultants' fee may be assigned in advance of receipt by the Consultant of the fee without the written consent of the City. Section 10. Ownership of Documents All Project documents obtained from the City or compiled by Consultants in the course and scope of this Project engagement, including all prior Project plans and specifications, record drawings, Consultants' field data, submittal data, and final Project COC FY2011 Grant Writing Agmt Final Page 3 of 6 documents, constitute the sole property of the City and may not be used again by the Consultants without the express written consent of the Director. However, the Consultants may use standard details and documents that are not specific to this Project or the final Project document. Section 11. Disclosure of Interest The Consultants shall each, in compliance with City of Corpus Christi Ordinance No. 17112, complete a Disclosure of Interests form as a condition precedent to entering into this Agreement. Copies of the form, in duplicate, are attached to this Agreement as Exhibit C. The content of each completed form is incorporated into this Agreement by reference as if fully set out herein in their entirety. Section 12. Release of Liability and Covenant Not to Sue In consideration of the City waiving Consultants' requirement to carry workers' compensation insurance or other health insurance coverage as a condition of entering into this Agreement, the Consultants shall each execute the "Release of Liability and Covenant Not to Sue" instrument ( "Release ") which is attached in duplicate to this Agreement as Exhibit D. The content of each completed instrument is incorporated into this Agreement by reference as if fully set out herein in their entirety. Section 13. Hierarchy of Documents In the event of a conflict or contradiction between this Agreement and the exhibits to this instrument, this Agreement takes precedence. Attachments included and incorporated by reference: Exhibit A -- Scope of Services Exhibit B — Insurance Requirements Exhibit C — Disclosure of Interests (in duplicate, one per consultant) Exhibit D — Release of Liability and Covenant Not to Sue (Workers' Compensation), (in duplicate, one per consultant) (EXECUTION PAGES FOLLOW) COC FY201 i Grant Writing Agmt Final Page 4 of 6 E ECUTED I TR PL CATE, each of which is considered an original document, on this the day of _ .P , — , 2011. CITY OF CORPUS CHRISTI Eddie rtega Director, Neighborhood Services Date: -/0 / - 2— a -a Ir roved as to form only: 2011 Eliza e h R. Hundley Assi nt City Attorney for the City Attorney CONSULTANTS: Virginia G. Flewelling -L eds doing business as VGFL. Enterprises IjpIIy/ ?e tr y 'Robin McMillan Date ' Date ACKNOWLEDGMENT STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This instrument was acknowledged before me on the day of Ntb L u - 1 2011, by Virginia G. Flewelling -Leeds doing business as VGFL Enterprises. r .,.Y A *�` �, Laurisa Lynn Bakfik 'w° MYCoiT.,4"ioa6x iree IVota ub IIC, State Of a S "' — 04/12/201$ P COC FY2011 Grant Writing Agmt Fina12 Page 5 of 6 ACKNOWLEDGMENT STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This instrument was acknowledged before me on the day of , 2011, by Sheryl Robinson McMillan. �\ A I 990 Notary blic, State of Te n 8ak on Ex COC FY2011 Grant Writing Agmt FInal2 Page 6 of 6 Mr. Eddie Ortega, Director Neighborhood Improvement City Hall, 1201 Leopard Street P.O. Box 9277 Corpus Christi, TX 78469 -9277 RE: 2011 HUD Continuum of Care Super NOFA Scope of Work Dear Mr. Ortega, October 3, 2011 It was our pleasure to meet you on Friday afternoon. For fourteen years, Ginger and I have served as the grant writers in researching, preparing and submitting successful proposals to the U.S. Department of Housing and Community Development's (HUD) Continuum of Care (CoC) Program, most recently on behalf of the City of Corpus Christi. Sheryl Robinson McMillan and Ginger Flewelling -Leeds agree to provide all research, work emails and conferences related to the pre - planning prior to NOFA, viewing of related webinars, review of detailed NOFA, preparation of timeline, draft of City Council agenda items and website postings, and draft, edit, assembly and submission of a proposal to the US Department of Housing and Community Development's (HUD) Continuum of Care (CoC) Program by the published deadline. The fee associated with the preparation and submission of this proposal will be a total of $13,500 (180 hours @ $75 per hour). The project will be billed upon completion in two individual invoices, half from Sheryl Robinson McMillan and the other half from Ginger Flewelling- Leeds, the combined invoices not to exceed the agreed upon total project cost. All bills are payable within 30 days. Any additional information or adjustments requested after the submission of the full proposal will be billed separately at the rate of $75 per hour. Should it become necessary to halt work on the City's HUD CoC proposal prior to its submission, the City will be invoiced by each grantwriter for the total number of hours each has invested at the time the project is halted. We respectfully request that this letter serve as the basis for our agreement so that it will not be necessary to submit hourly timesheets. As in the past, we will maximize production and minimize costs by working closely together and with City staff to avoid duplication of effort. As always, City staff will handle the following activities and responsibilities: meeting HUD's online registration requirements; adhering to a locally developed 2010 HUD timeline; advertising; and submitting the grant application to HUD. City staff will also approve, staff, and manage any required processes and panels; assist with proposal responses as needed; provide equipment, supplies, and staffing for final proposal assembly and distribution; and set and enforce local guidelines regarding project proposal (previously called Exhibit 2s) that will be submitted by homeless service providers. Per the NOFA, technical assistance for Exhibit 2 proposers remains the responsibility of HUD and is provided via HUD's online Helpline. Please contact us with any questions or comments you may have regarding our grant writing proposal. We look forward to this opportunity to serve the City and our Continuum of Care. Sincerely, ��M i E Virginia G. Flewelling -Leeds dba VGFL Enterprises 1133 Ontario Drive Corpus Christi, TX 78418 gingerflew @hotmail.com Sheryl Robinson McMillan P.O. Box 6576 Corpus Christi, TX 78466 smemil5049 @aol.com EXH INSURANCE REQUIREMENTS CONSULTANT'S LIABILITY INSURANCE A. Consultant must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. The Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Consultant must furnish to the City's Risk Manager two (2) copies of Certificates of Insurance with applicable policy endorsements, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General liability policy and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day written notice of cancellation is required Bodily Injury and Property Damage on all certificates or by applicable policy Per occurrence 1 aggregate endorsements COMMERCIAL GENERAL LIABILITY including: $500,000 COMBINED SINGLE LIMIT 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury/ Advertising Injury PROFESSIONAL LIABILITY including: $1,000,000 per claim/ $2,000,000 aggregate Coverage provided must cover officers, directors Defense Costs not included in face value of employees and agents policy 1. ERRORS AND OMMISIONS If claims made policy, retro date must be prior to inception of agreement; have extended reporting period provisions and identify any limitations regarding who is an Insured Applicable if pays another person other WORKERS' COMPENSATION than himself /herself WHICH COMPLIES WITH THE TEXAS WORKERS' COMPENSATION ACT EMPLOYERS' LIABILITY 500,0001500,0001500,000 C. In the event of accidents of any kind, the Consultant must furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of accident. II. ADDITIONAL REQUIREMENTS A. Consultant must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. If coverage not written in accordance with Texas law, All Other States (AOS) endorsement must be indicated on the certificate of insurance. Consultant who is a Sole Provider (has no employees other than himself/herself); must execute the attached Release of Liability and Covenant not to Sue in lieu of Workers Compensation coverage. B. Consultant's financial integrity is of interest to the City; therefore, subject to Consultants right to maintain reasonable deductibles in such amounts as are approved by the City, Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A -VII. C. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Consultant shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469 -9277 (361) 826 -4555- Fax # D. Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability polices; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non - renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non - renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a. lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this agreement. F. In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to stop work hereunder, and /or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Consultant's insurance shall be deemed primary and non - contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2011 Neighborhood Services grant writer- consultant ins.req. 9 -8 -11 ep Risk Mgmt SUPPLIER NUMBER EXHIBIT C TO BE ASSIGNED BY CITY C f PURCHASING DIVISION CITY OF CORPUS CHRISTI C 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 Filing Requirements, Certification and ddnMons. COMPANY NAME: &a (JFie 4,) f -- Le er ci`.S d 6 4 �G FL. ��:� �-r s es P. 0, Box: -- STREET ADDRESS: 1 3 - 5 CITY: V tq ��5. G Yz r ZIP:. 1 FIRM IS: 1. Corporation ❑ 2. Partnership ❑ 3. Sale Owner 4. Association = 5. Other If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employeeh of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) 2. State the nam 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. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" 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." Name Consultant Page 1 of 2 FILING REQUIREMENTS If a person who request official action on a matter knows that the requested action will confer an economic benefit on any City official or employee-that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose th at fact in a signed writing to the City Official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2- 349(d)] CERTIFICATION 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 Corpus Christi, Texas as changes occur. certifying Person: VILd Lit) t 0 - G �_& e M' „ LC f �S Tit1e• ® I- k, Signature of I Certifying Person: f0 w 1 ate: 0 j It-fi 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. "Economic benefit." An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "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. d. "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. e. "Official. "The Mayor, members of the City Council, City Manager, Deputy City Manager Assistant City Managers, Department and Division Heads, and Municipal Court .fudges of the City of Corpus Christi, Texas. f. "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." g. "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, Page 2 of 2 SUPPLIER NUMBER EXHIBIT C TO BE ASSIGNED BY CITY C ' } f PURCHASING DIVISION CITY OF CORPUS CHRISTI c�ti DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17912, 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 Filing Requirements, Certification and definitions. COMPANY NAME: P. 0. Box: Yoe STREET ADDRESS: CITY: ZIP: FIRM IS: 1. Corporation ❑ 2. Partnership ❑ 3. Sole Owner 4. Assoc lation ❑ 5. Other ❑ 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 in 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 /V fvi 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest' constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee 4 44 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 art "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant - — Page I of 2 FILING REQUIREMENTS If a person who request official action on a matter knows that the requested action will confer an economic benefit on any City official or employee.that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shalt also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2- 349(d)] CERTIFICATION 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 Corpus Christi, Texas as changes occur. Certifying Person, - l� �i l /✓ Al r � >r�ftle: 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. "Economic benefit." An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "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. d. "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. e. "Offcial. #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. f. "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." g. "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. Page 2 of 2 �2 I ti if EXHIBIT D RELEASE OF LIABILITY AND COVENANT NOT TO SUE WORKERS' COMPENSATION RELATED THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This Release of Liability and Covenant Not to Sue ( "Release ") is being executed by the Consultant, as part of the Continuum of Care grant writing agreement with the City, in exchange for the City's consideration of the waiver of the requirement for the Consultant to carry Workers' Compensation insurance coverage. This instrument, provided to the City of Corpus Christi, Nueces County, Texas, and executed on this the J day of fir, a,- , 2011, is also entered into for the purpose of releasing the City, its officers, employees, representatives, agents and contractors (herein collectively referred to as the "City ") from any and all liability whatsoever arising out of, caused by, or in any way connected with, either proximately or remotely, wholly or in part, participation by the Consultant in providing personal consulting services to the City, which is the subject of the attached contractual agreement ( "Agreement ") between Consultant and the City. Consultant, in exchange for the City allowing her to forego the requirement of providing a Workers' Compensation insurance policy as a condition of the Agreement, does hereby voluntarily enter into the following covenants: 1. Consultant acknowledges that she, individually, employs no workers other than herself. Consultant covenants that she will not enter into an employer- employee relationship with any individual or individuals during the term of the Agreement. Consultant acknowledges that the capacity in which she will be participating in the Agreement is that of an independent contractor and not as an employee or agent of the City. Consultant further understands that, as an independent contractor, Consultant will receive no workers' compensation benefits, health benefits, disability benefits, or other insurance benefits which might be available to full -time employees of the City and that, as an independent contractor, Consultant is fully responsible for incurring the cost of and paying for any medical services that she may require during the term of the Agreement. 2. Consultant understands that she will participate in this Agreement at her own risk and hereby releases, waives, and in all ways relinquishes any and all present or future claims against the City which she, her heirs, successors, assigns, or any other person or entity (collectively, "Consultant's Heirs "), may assert, have, or acquire as a result of any COC FY2011 Rel of Liab and Covenant Not to Sue Agmt Fina12 Page 1 of 2 injury, death, damage, or loss whatsoever to herself or her property resulting from, arising out of, or connected with her participation in the Agreement between herself and the City. 3. Consultant hereby releases, waives, and relinquishes all such claims and further covenants not to sue the City for any such claim, regardless of whether such claims may arise from any negligence or gross negligence of the City. 4. Consultant understands that there may be risks involved in participating in the Agreement. Consultant assumes all such risks and will rely solely on herself, and not the City, in determining those risks. 5. Consultant acknowledges that her services under the Agreement may occur on real property owned by the City. Consultant agrees to completely absolve the City of all potential liability caused by, arising out of, or incident to her performance of services on real property owned by the City. 8. Consultant agrees that this Release shall apply to all activities during or connected in any way with her participation in the Agreement and her performance thereunder. 7. Consultant agrees that this Release shall be governed by and enforceable under the laws of the State of Texas. Venue shall lie in Nueces County, Texas, where this Release was executed. 8. Consultant hereby acknowledges that she has carefully read this Release and that she agrees to be legally bound and to accept each of its terms. EXECUTED IN TRIPLICATE, each of which shall be considered an original, on this the _ 14 , day of _ 0 t fn b�e- .y ___ , 2411. JA - A Consul nt's Signat U I+�-' IVJ1 Printed Name State of Texas § County of Nueces § instrument (WO Lpnn BakNk MY Commission Expires 0 411,x/201 5 ACKNOWLEDGMENT god fore me n the I q day of October, 2011, by Notary P 1c, State of 1 My commis 'on expires: COC FY2011 Rel of 1196 ahC'rCbft7dMW0 sue Agmt F1na12 Page 2 of 2 dik -& - .._.1 .. 1 -310 C RELEASE OF LIABILITY AND COVENANT NOT TO SUE WORKERS' COMPENSATION RELATED THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This Release of Liability and Covenant Not to Sue ( "Release ") is being executed by the Consultant, as part of the Continuum of Care grant writing agreement with the City, in exchange for the City's consideration of the waiver of the requirement for the Consultant to carry Workers' Compensation insurance coverage. This instrument, provided to the City of Corpus Christi, Nueces County, Texas, and executed on this the �/4/ day of 4c - , 2411, is also entered into for the purpose of releasing the City, its officers, employees, representatives, agents and contractors (herein collectively referred to as the "City ") from any and all liability whatsoever arising out of, caused by, or in any way connected with, either proximately or remotely, wholly or in part, participation by the Consultant in providing personal consulting services to the City, which is the subject of the attached contractual agreement ( "Agreement ") between Consultant and the City. Consultant, in exchange for the City allowing her to forego the requirement of providing a Workers' Compensation insurance policy as a condition of the Agreement, does hereby voluntarily enter into the following covenants: 1. Consultant acknowledges that she, individually, employs no workers other than herself. Consultant covenants that she will not enter into sin employer - employee relationship with any individual or individuals during the term of the Agreement. Consultant acknowledges that the capacity in which she will be participating in the Agreement is that of an independent contractor and not as an employee or agent of the City. Consultant further understands that, as an independent contractor, Consultant will receive no workers' compensation benefits, health benefits, disability benefits, or other insurance benefits which might be available to full -time employees of the City and that, as an independent contractor, Consultant is fully responsible for incurring the cost of and paying for any medical services that she may require during the term of the Agreement. 2. Consultant understands that she will participate in this Agreement at her own risk and hereby releases, waives, and in all ways relinquishes any and all present or future claims against the City which she, her heirs, successors, assigns, or any other person or entity (collectively, "Consultant's Heirs "), may assert, have, or acquire as a result of any COC FY2011 Rel of Liab and Covenant Not to Sue Agmt FIna12 page 1 of 2 1 A a v A injury, death, damage, or loss whatsoever to herself or her property resulting from, arising out of, or connected with her participation in the Agreement between herself and the City. 3. Consultant hereby releases, waives, and relinquishes all such claims and further covenants not to sue the City for any such claim, regardless of whether such claims may arise from any negligence or gross negligence of the City. 4. Consultant understands that there may be risks involved in participating in the Agreement. Consultant assumes all such risks and will rely solely on herself, and not the City, in determining those risks. 5. Consultant acknowledges that her services under the Agreement may occur on real property owned by the City. Consultant agrees to completely absolve the City of all potential liability caused by, arising out of, or incident to her performance of services on real property owned by the City. 6. Consultant agrees that this Release shall apply to all activities during or connected in any way with her participation in the Agreement and her performance thereunder. 7. Consultant agrees that this Release shall be governed by and enforceable under the laws of the State of Texas. Venue shall lie in Nueces County, Texas, where this Release was executed. 8. Consultant hereby acknowledges that she has carefully read this Release and that she agrees to be legally bound and to accept each of its terms. EXECUTED IN TRIPLICATE, each of which shall be considered an original, on this the day of atV&&V _ 1 2011. Consultant's Signature 0,� iv ! �� l lGGi9yV Printed Name ACKNOWLEDGMENT State of Texas § County of Nueces § coc the 64 day of October, 2011, by Page 2 of 2