Loading...
HomeMy WebLinkAboutC2012-203 - 7/5/2012 - NAPROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ( "Agreement") is entered into by and between the City of Corpus Christi, a municipal corporation ( "City "), and MCC Innovations, ( "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 services to the City of Corpus Christi as described in attached proposal, attached as Exhibit A. The parties agree performance of the work shall commence upon authorization to proceed by the City Contract Administrator. The City Secretary is designated as the City Contract Administrator responsible for all phases of performance and operations under this Agreement, including authorizations for payment. All notices or communications regarding this Agreement shall be directed to the Contract Administrator. II. FEE FOR SERVICES AND MILESTONE PAYMENTS. Total cost for all services provided by Consultant and all expenses incurred by Consultant under this Agreement shall not exceed $30,000 based upon fees as set forth in Exhibit A unless authorized by written amendment to this Agreement. Contract Administrator and Consultant shall identify mutually agreed upon project milestones at which time payments shall be due. Payment shall be made within 30 days from receipt of invoice after Contract Administrator's acceptance of Consultant's successful completion of each project milestone. III. EFFECTIVE DATE TERM TERMINATION HIERARCHY OF DOCUMENTS A. This agreement takes effect upon execution by the City Manager or his designee ( "Effective Date "). B. The term of this agreement is one year from the Effective date unless sooner terminated in accordance with Subsection C below. C. The City may, at any time, with or without cause, terminate this Agreement upon sixty (60) days written notice to the Consultant. Upon termination of this Agreement, all finished or unfinished documents, data, studies, or reports prepared or stored by the Consultant for the City, at the option of the City, will be delivered to the City. D. In the event of any conflicting terms between this Agreement and Consultant's Proposal, the terms in this Agreement control. IV. APPROPRIATION OF FUND 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. Neither party may assign, transfer, or delegate any of his obligations or duties in this Contract to any other person without the prior written consent of the other party. VI. INDEPENDENT CONTRACTOR. Consultant shall perform all 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. 2012 -203 7105112 MCC Innovations INDEXED 2 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 Contract Administrator. 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. Any subcontractor utilized by Consultant shall be responsibility of Consultant to indemnify as described in Section X below and insure at same levels as required in attached insurance exhibit. VIII. VENUE AND APPLICABLE LAW. Consultant shall comply with all applicable Federal, State and local laws. 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. INDEMNIFICATION. Subject to Consultant's limit of liability being set at one million dollars, Consultant agrees to indemnify and hold City, its officers, employees or agents ( "Indemnitees ") harmless of, from, and against all claims, lawsuits, demands, actions, damages, losses, costs, liabilities, and expenses, including court costs and attorney fees, for or on account of any 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, subcontractors, or employees in performance of this Agreement. Subject to Consultant's limit of liability being set at one million dollars, Consultant agrees to indemnify and save harmless City, its agents, servants, and employees, ( "Indemnitees "), from any and all liabilities, losses, damages, or expenses, including court costs and attorney fees, resulting from the negligence or acts or omissions of Consultant, its employees, officers, agents, contractors, or subcontractors while in performance of this Agreement. XL INSURANCE. Consultant agrees to provide insurance in accordance with the attached exhibit B. 3 XII. 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. XIII. NOTICES Notices provided shall be in writing and mailed via first class US Mail, or overnight mail delivery service, addressed as follows: On behalf of the City: City of Corpus Christi Attn: City Secretary P.O. Box 9277 Corpus Christi, TX 78469 -9277 On behalf of the Consultant: . MCC Innovations Attn: Donny Barstow P. O. Box 2235 Tallahassee, FL 32316 1 XIV. DISCLOSURE OF INTERESTS. Consultant shall complete the attached Disclosure of Interest form. 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. IT F CORP " na .Ols on nager APPROVED THIS 2-� DAY OF - 4,,,,,— , 201A Sy: Assistant ty Attorney For City Attorney M CONSULTANT: MCC Innovations By: J a aD , ---- Name: ",DQ.4filar -5+f, Title: ipte zj Date: b f )-o 12 "Exhibit A" Quotation Sheet DIR -SDD -980 PROJECT SCOPE -- All estimates are based on information provided by the client • General Description Department: Clerk Records Document Types: Regular size documents up to 11x17 Document Count: Minutes /Motions • 7 Boxes of Records (6 Boxes of Minutes,1 Motions) • Minutes prior to 11511983 • Motions prior to M87- 0111/3/24/87 • Estimate of 1,800 -2,200 images per box • Total Estimated Image Count is 14,800 images Ordinances: • 59 Boxes • Ordinances #'s 06459 - 020126 • Estimate of 2.5 Images per Ordinance • Estimate of 800 Ordinances per Box • Total Estimated Image Count is 118,000 images Contracts: • Not Currently Boxed • Contracts prior to 1990 • 16 Drawers of Records • Average of 85 Docs per Drawer • Estimate of 7.5 Images per Document • Total Estimated Image Count is 10,200 images Clerk Records • 15 Boxes • Documents are folded and paper is brittle — City Clerks office plans to have these records copied prior to scanning • Estimated 2,000 images per box • Total Estimated Image Count is 30,000 images • Document Preparation: Current Storage Method: Boxes (or will be boxed) Condition of documents: Good to Average Condition, Standard Doc Prep Required, Some of the older records do have some imperfections and torn /ripped edges. The Contract documents are "tri folded" but in generally good condition. • Image Processing DPI & Color: Indexing Requirements: Optical Character Recognition • Image Output Media: Output & Content: • Material Handling Shipping Logistics: 300 DPI, Black & White Up to 3 Fields Included Removable Hard Drive Laserfiche Briefcase MC0 Pickup and Delivery PROJECT PRICING The Client will furnish MCCi for its use in preparing the document imaging project all hardcopy /electronic documents to be converted. Conversion of Standard Documents up to 11 "x17" in size Prices listed are per image /per job. If the project is broken up into multiple parts the volume pricing must be broken up as well. • 0 - 50,000 images = $0.26 (DIR 6% Discount = $0.2444) • 50,001- 100,000 images = $0.21 (DIR 6% Discount = $0.1974) • 100,001 - 500,000 images = $0.16 (DIR 6% Discount = $0.1504) • 500,001+ images = $0.14 (DIR 6% Discount = $0.1316) Large Format Documents up to 42" = $1.15 per image Color Documents = $1 per image in addition to regular per image rate City Clerk's current project is an estimated 173,000 images at $0.1504 per image = an estimated cost of $26,019.20 + $3,000 for pickup and delivery. Total estimated cost = $29,019.20 The following services are included in this proposal when 350k or more images are scanned at no additional expense: Up to 2 Days onsite assistance from MCCi Project Manager (Travel Expenses not included) o Document Prep Assistance o Indexing Needs and Template Design o Pre - Scanning Workflow Design Consultations (can be done offsite at client request) o Normal, Non Volume- Discounted cost to client is $2,100 per day Up to four hours of remote import assistance from MCC! Project Manager • Incorporate scanned work into clients existing file structure • Review completed work • Answer any client questions o Normal, Non Volume - Discounted cost to client is $110 per hour Optional Services for jobs less than 350k images or on an as needed basis: • Remote Import Assistance /Offsite Consultations = $110.00 per hour • Additional On -Site Assistance = Pricing provided on an as needed basis Shipping Expenses: • $10 per box pickup and $10 per box delivery o Not to exceed $2,500 per trip Special notes: The pricing terms listed are in effect for 3 years from signed contract date. At the completion of the 3 year term the agreement can be modified and /or extended as needed. The volume based per image prices are on a per job basis, if the job is broken up into multiple parts the volume pricing must be broken up as well. Reasonable Travel expenses for on -site document prep and consultation will be invoiced at MCCi cost, but not to exceed $1,500 per week of travel. PAYMENT & BILLING TERMS MCC! will invoice project on a monthly schedule, based on agreed upon deliverables (PhysicaIElectronic media, i.e. DVD or Hard Drive). Payment is due within 30 days of City's receipt of a valid invoice after Client's acceptance of MCCi successful completion of each deliverable. MCCi, a Limited Liability Company and subsidiary of MUNICIPAL CODE CORPORATION, which is duly organized and existing under the laws of the State of Florida, hereinafter referred to as MCCi, hereby offers the Laserfiche Software & Services to the City of CORPUS CHRIST[, TX a corporation duly organized and existing under state law, hereinafter referred to as the Client, according to the following terms and conditions. MCCI DOCUMENT SERVICES -- INDEXING SERVICES Once MCC! has received your documents, the following process will occur according to the terms laid out in MCCi's pricing proposal and may vary according to services selected. CONSULTATION. A Consultation will be scheduled via a telephone conference after receipt of signed contract. This consultation is designed to go over the following: the signed contract and terms, folder structure, current searching methods, document naming scheme, document preparation requirements, and document shipment and /or pick up. DOCUMENT PREPARATION. If you decide to send paper documents to MCCI, the process of document preparation begins with removing any materials that may prohibit the document from being fed through the scanner (i.e. Removal of documents from file folders, Removal of staples, paperclips, tape, clips, etc) and is described as Document Preparation. Upon completion of scanning, MCCi will organize the documents into their original order as received from the Client. DOCUMENT ORGANIZATION & INDEXING. Based on the scope of the project and outcome of your Consultation, MCC! will organize and index your documents. This will enable them to be searched and organized by three different methods. The first method includes organizing your documents in a tree -like folder structure, similar to Windows Explorer. This provides a visual method to store and locate your documents. The second method involves the use of electronic template cards. These templates contain unique information pertaining to that particular document. Once a template layout has been agreed upon, no changes can be made once the job has already been started. The third method includes running a process called optical character recognition (OCR), allowing for full -text indexing and searching capabilities. The OCR process converts printed words into alphanumeric characters dependent upon font and paper quality. This enables each occurrence of an OCR'd word to be searched and retrieved. Microfilm, Maps, Poor Quality, and Handwritten documents will be searchable by keyword index only (via template card). DOCUMENT QUALITY CONTROL. MCCI performs a thorough quality control process after the job has been completed. Each scanned image is inspected for quality, legibility, and accuracy. Steps are taken to ensure each document has been captured, the quality of the scanned image is comparable to the original, and all manual indexing errors have been corrected. MCCi cannot be accountable for records not reflected in original inventory report as provided by Client. MCCI will correct only those discrepancies reported within 90 days after delivery of hard copy materials. DOCUMENT STORAGE. MCCi's facilities contain secure rooms for hardcopy "work in progress" document storage that are designed to prevent damage from natural disasters. MCCi will arrange for the prompt return of hardcopy documents to the client after completion of scanning with the cost for return shipping not to exceed $2,500.00.. If documents reside at MCCI facilities for a period longer than 90 days after a request for delivery has been made, storage charges will apply. MCCI is not responsible for maintaining permanent archive and accepts no responsibility to loss of electronic data. FUTURE UPDATES. The Client can provide MCCi additional documents after completion of initial project. The updates can be on a schedule, or as desired by the Client. The Client shall forward to MCC! copies of the final documents via e-mail, certified mail carrier, or through the MCCI pickup and delivery service (offered in select states only). At each update, the Client may elect to purchase an updated version of their records on electronic media. All copies will be disposed of within 60 days upon completion of work. original documents will be returned to the Client. ENTERPRISE WIDE SCANNING SERVICES. In accordance with the terms and conditions as laid out here within, MCCi can provide any department in the organization with scanning services for documents other than those described in Section I of the pricing proposal. All costs are volume based and can be provided upon request. MCCil will consult with each department interested in beginning their own MuniScan project to determine individual scanning and indexing needs. For further information and instruction regarding this service please contact our Service Bureau Manager. MICROFILM & FICHE CONVERSION SERVICES. MCCi offers electronic conversion services for microfilm, microfiche, and aperture cards. The Client will provide MCC! with data to be converted to electronic format. MCCi will extract the images contained on the film /fiche and migrate them to Laserfiche or to another industry standard format as requested by the Client. The images will be captured based upon the reduction ratio and threshold between the beginning and ending of new images on the original film. MCCi is not responsible for the accuracy of existing image quality, such as black borders, skewed images, blurry images, non - legible images, or other errors that are not controllable by MCCi. Unless otherwise specified in the project scope, MCCi will index by the roll /card number or unique identifier. LASERFICHE SEARCH ENGINE CD /DVD AND MINIMUM HARDWARE REQUIREMENTS. MCC! will integrate the documents with the LaserFiche Software to provide the Client with the most powerful index retrieval search engine available with the following features: intuitive browse window, index cards, and full text word search. MCCi will provide the Client with the appropriate media containing all documents scanned and integrated with Laserfiche. The Laserfiche version 8 software requires the use of Windows 2000 or higher or Windows XP to access the CD /DVD. PROJECT TIMELINE. MCCI will complete and deliver the project within 90 days after receipt of documents. Should MCC! require additional time, the Client will be notified immediately to determine mutually agreed upon extension. DOCUMENT TRANSPORTATION. The client is required to package all materials per MCCi's instruction prior to delivery of materials to MCCi facilities. If the client chooses to utilize MCCi's pick up and delivery service (offered in select states), pricing is based on picking up the entire project described in the scope of services in one shipment. At the time of updating or if additional trips are required due to the Client not having all the documents ready for pick up, additional charges will be applied. If the client chooses to ship via a certified carrier, the client incurs all shipping costs. PRICING. Charges apply on a per project basis and are dependent upon size and volume of documents. MCCi requires having the entire project in bulk, rather than in small quantities. Breaking the project into smaller quantities will affect the volume pricing, and additional charges per image may apply. A sample maybe required prior to confirming large volume job pricing. UNANTICIPATED DOCUMENT TYPES & SIZES. The prices quoted are made with the expectation that customer will properly prepare and annotate materials for scanning bureau use and that documents are consistent with the description provided in the scope of services. If documents are not as initially represented, additional charges will apply. MCCi will call for authorization to proceed with the project. LASERFICHE SYSTEM CUSTOMERS. Due to requirements by Laserfiche systems regarding the importing of images and indexing information, it is highly recommended that Clients who already have a Laserfiche system have their documents scanned using only Laserfiche software. This will ensure that all associated indexing information will be properly retained after the importing of images into the Laserfiche system. MCCi has knowledge of the software versions, indexing requirements, and compatibility issues for each of our Laserfiche system clients. For these reasons, MCC! should be considered as a Sole Source provider for scanning services. MCCI CERTIFIED PARTNERS. MCCi maintains partnerships for the purpose of additional capacity and flexibility in meeting client expectations. In the event partners are used for a project, the management and support of the project is handled directly by MCCL However, MCC! shall remain responsible for all acts and omissions of partners. AGREEMENT EXTENDED TO OTHER GOVERNMENTAL UNITS. MCCi agrees to allow any other Government agency to purchase items at the same terms, conditions and pricing as this contract during the period of time that this contract is in effect. Minor changes in terms and conditions may be negotiated by MCCi and participating Government agencies. Any orders issued against this agreement shall be the sole responsibility of the Government agency placing the order. It is understood that the Client shall incur no financial responsibility in connection with any purchase by another Government agency. LIMITED LIABILITY. In no event shall MCCi's total liability to the client exceed $1 million dollars. PAYMENT & BILLING TERMS. MCCi will invoice project on a monthly schedule, based on agreed upon deliverables (Physical electronic media, i.e. DVD or Hard Drive). Payment is due within 30 days of City's receipt of a valid invoice after Client's acceptance of MCCi successful completion of each deliverable. 0 EXHIBIT B INSURANCE REQUIREMENTS I. MCC Innovations ( "MCCI ") LIABILITY INSURANCE A. MCCI must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. MCCI must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. MCCI 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 waiver of subrogation is required for the General Liability and Workers Compensation policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day written notice of cancellation Bodily Injury and Property Damage required by policy endorsements for all Per occurrence - aggregate coverages COMMERCIAL GENERAL LIABILITY $1,000,000 COMBINED SINGLE LIMIT — including: $2,000,000 Aggregate 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury —Advertising Injury AUTOMOBILE LIABILITY including: $1,000,000 COMBINED SINGLE LIMIT 1. Owned Vehicles 2. Hired & non -Owned vehicles Electronic Errors and Omissions $1,000,000 Ballee's Customers Goods Coverage $200,000 Applicable while on City property WORKERS' COMPENSATION WHICH COMPLIES WITH THE TEXAS WORKERS' COMPENSATION ACT AND SECTION II OF THIS EXHIBIT EMPLOYERS' LIABILITY 500,0001500,000 /500,000 C. In the event of accidents of any kind, the MCCI must furnish the Risk Manager with copies of all reports of such accidents related to this agreement within ten (10) days of accident. 11. ADDITIONAL REQUIREMENTS A. MCCI 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. B. MCCI's financial integrity is of interest to the City; therefore, subject to MCCIs right to maintain reasonable deductibles in such amounts as are approved by the City, MCCI shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at MCCI'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). MCCI 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. MCCI 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. MCCI 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 policy; • 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, MCCI shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend MCCI'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 MCCI'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 MCCI to stop work hereunder, and/or withhold any payment(s) which become due to MCCI hereunder until MCCI demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which MCC] may be held responsible for payments of damages to persons or property resulting from MCCI's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that MCCI'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_ CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeping 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: 44Z l tl 2s tai 'c) A P. O. BOX: STREET: CITY: !°l flgkSS�� �L ZIP: �6 FIRM IS: 1. Corporation ) 4. Association ( ) Partnership ( ) 3. Sole Owner ( ) 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 in the above named "firm." Name ,q Job Title and City Department (if known) /VA � "/� 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 �f * Title 4-1` 3. State the names of each "board member' of the City of Corpus Chri having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Co - ssion, or Committee Z 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 Donny Barstow 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 Corpus Christi, Texas as changes occur. Certifying Person: Donny Barstow Title: President (Type or nu Signature of Certifying Person: Date: q ao Z 10 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.