HomeMy WebLinkAboutC2013-105 - 3/27/2013 - NAPROFESSIONAL SERVICES AGREEMENT
This Professional Consulting Services Agreement ( "Agreement ") is entered into by and between the City
of Corpus Christi, a municipal corporation ( "City "), and Celia Gaona ( "Consultant ") effective for all
purposes upon execution by the Interim City Auditor.
I. SERVICES TO BE PERFORMED.
The Consultant agrees to provide professional auditing services to the City of Corpus Christi as described
in attached proposal marked Exhibit A.
The parties agree performance of the work shall commence after execution upon authorization to proceed
by the City Contract Administrator. The Interim City Auditor is designated as the 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. Consultant services shall be provided at hourly rate of $56.00; however, the
total cost for all services provided by Consultant and all expenses incurred by Consultant under this
Agreement for each 60 day term shall not exceed $10,000.00 unless expressly authorized by written
amendment to this Agreement. Payment shall be made within 30 days from receipt of invoice. Invoice
shall be submitted every month to be paid within 30 days. The not -to- exceed amount 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-
111. EFFECTIVE D ATE, TERM, TERMINATION, RENEWAL
A. This agreement takes effect upon date of last signature.
B. The term of this agreement is sixty (60) days from effective date unless sooner terminated in
accordance with Subsection C below.
C. The City or Consultant may, at any time, with or without cause, terminate this Agreement upon two
(2) weeks written notice to the Consultant or 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.
E. This Agreement may be renewed for up to two subsequent 60 day terms upon letter agreement of the
parties, until the hiring of a new City Auditor.
IV. 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 Interim City Auditor.
The performance of this Agreement by Consultant is the essence of this Agreement and City's right to
withhold consent to such assignment shall be within the sole discretion of the City on any grounds
whatsoever.
V. 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
2013 -105
3127113
Celia Gaona INDEXED
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employee of the City.
VI. SUBCONTRACTORS. Consultant may not use subcontractors in connection with the work
performed under this Agreement.
VII. VENUE AND APPLICABLE LAW. This Agreement shall be subject to all 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.
VIII. 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.
IX. DISCLOSURE OF INTERESTS. Consultant further agrees to complete, as part of this Contract,
the Disclosure of Interest form provided to Consultant.
X. INDEMNIFICATION.
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 negligent acts or omissions of Consultant, its employees, officers,
agents or contractors, while in performance of this Agreement.
XL INSURANCE. Consultant agrees to provide insurance in accordance with the attached exhibit.
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 covenantor condition of the
Agreement.
XIIL 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 parry.
XIV. OWNERS OF WORK PRODUCT.
All deliverables, data, findings or information in any form prepared, assembled or encountered by or
provided to Consultant under this Agreement are property of the City. During performance of services
under this Agreement, Consultant is responsible for any loss or damage to the deliverables, data, findings
or information while in Consultant's possession. Any such lost or damage deliverables, data, finding's, or
information must be restored at the expense of Consultant. If not restorable, Consultant bears the cost of
replacement and of any loss suffered by the City on account of the destruction.
XV. CONFIDENTIALITY. All deliverables and reports, data, findings, or information in any form
prepared, assembled or encountered by or provided by Consultant under this Agreement are property of
the City and are confidential. All deliverables and reports, data, findings, or information in any form
3
prepared, membledor encountered by or provided by ConsulWfit und er is th' Agmementzhall not be
rth
disclosed to or discussed with third parties. without the prior written apprg ci f 01110mlim. City Audiltor,
unless v �' w la
I , by —
XVL NOTICES. Notices pro-vided. shall be M" writing and delivered to
on befiawiarffie. Cfty: City of corpus Christi
Tuterim City AW� rtI(imberly Houston
' O. Bax, 9277
Corpus Christi, TX. M694277
EXECUTED IN DUPLICATE, each of which shA be imtsid red aaorigjnat'thi$2
_M_AL9Pf.4 2013.
APPROVED THISP DAY OF ha -r ' 10.13,
B
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yA ey
For 0'r1mey
CONSULTANT: Celia Ana
1$y,
4
Exhibit A
Scope of Work:
Assist City Auditor's Office with the administrative and operational responsibilities, which may include:
• Provide general assistance for audits, follow -up audits, and surprise cash counts;
• Provide assistance with the preparation of the FY2014 Annual Audit Plan;
• Provide general assistance in administering the City Auditor's Fraud Hotline;
• Assist in the preparation of Council Audit Committee Meetings, if needed;
• Provide additional assistance as needed.
Scope of work does not include review and verification of audit work or investigations performed.
Cry pf Corpus
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FORM i 1. Co w .) 1 Partrmrship (. 3. Sole Owmr
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DISCLOSURE QUES'T'IONS
IfadditiDrIal space is necessary, please. ethe reverse side ofthi or attach se, arat sheet,.
1. StaW the rianR s of each. "emgligee" of the City of QZrpus C� having gn ` a nerstup interest'' coast Tuting
3% or mere<a the ovmerstnp m th above named •`.firm:"
Name Job `I"Atle and City Dqparf xenfi (if known):
2 State the tomes of each 1 `cfficial" of'61 : t� Corpus Chri�i havit " mti�nersWp interest"
r more t ' be nership m the:above name "lrm. "
a Title
Rate i5e names, R eac : K mein. ti.. e City orpn5 g an 'o r rite€est'
constituting 3 % or more of ft . m ti�e a�rre ed '`frrr�."
Name
bar Commission, de committee.
4 She tlte. names oaf each. plcee or c�$icf a`cc�iisul�' for the �it�r of Cflrlws Clansti. who sy��cetl a::u arty
matter related to the sub ject cif mths ntrae and .has an "oslxtp rrrterest" rtstug;..'yo or one the
brune�* : in the above narW ".:v ft "
Consultant
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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. ❑
f. "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.
VA
EXIBIT
INSURANCE REQUIREMENTS
I. CONSULTANT'S LIABILITY INSURANCE
A. Consultant shall not commence work under this agreement until all insurance required herein has been
obtained and approved by the City's Risk Manager or designee.
B. Consultant shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance,
with applicable policy endorsements showing the following minimum coverage by an insurance
company(s) acceptable to the Risk Manager or designee.
TYPE OF INSURANCE
MINIMUM INSURANCE
COVERAGE
30 -Day Notice of Cancellation required on all certificates or by
Bodily injury and Property Darn
policy endorsement(s)
Per Occurrence / aggregate
ERRORS & OMISSIONS (Professional Liability)
$250,000 per claim
II. ADDITIONAL REQUIREMENTS
A. Consultant's financial integrity is of interest to the City; therefore, subject to Consultant's
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 /per claim 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.
B. 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 #
S
C. 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:
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.
D. 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 contract 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 contract.
E. 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.
F. Nothing herein contained shall be construed as limiting in any way the extent to which
Consultant may be held responsible for payments of damages resulting from Consultant's
performance of the work covered under this agreement.
G. 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
Iiability arising out of operations under this agreement.
H. It is understood and agreed that the insurance required is in addition to and separate from
any other obligation contained in this agreement.
2013 Insurance Requirements
City Manager's Office — Auditing Consultant, Celia Gaona
2/22/2013 ds Risk Management
CELIA -1 OP ID: JG
ACORUffi DATE (MIWDDIYYYY)
CERTIFICATE OF LIABILITY INSURANCE 03/26/13
THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER 956 - 682 - 2841 SE Jessica P Lopez, CISR
She rd Walton King iris. Group
921 W . Pecan 956 630 - 4015 PHONE E» : 956 - 682 - 2841 aio No ; 956 - 630 - 4{}15
McAllen, TX 78501 E -M,ML
Cynthia Cabaza, CIC ADDRESS: jlopez@swkins.com
INSURER(S) AFFORDING COVERAGE NAIC III
United States Liability
INSURED
1307 N. Glasscock
Mission, TX 78572
COVERAGES CFRTIFICATF NI IMRFR ocancrr�u .
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
INSR DDL POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE POLICY NUMBER MWD MWO
LIMITS
GENERAL LIABILITY
EACFiOCCURRENCE $
COMMERCIAL GENERAL LIABILITY
PREMISES Ea occurrence $
CLAIMS -MADE OCCUR
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
GEN'L AGGREGATE LIMIT APPLIES PER
PRODUCTS - COMPIOPAGG $
POLICY F7 PRO- LOG
$
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT
Ea accident
$
BODILY INJURY (Per person)
$
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY (Peraccident)
$
HIREDAUTDS NON -OWNED
AUTOS
PROPERTY DAMAGE
Per accident
$
UMBRELLA UAB
OCCUR
EACH OCCURRENCE
$
AGGREGATE
$
EXCESSLUIB
CLAIMS -MADE
DIED RETENTION$
$
WORKERS COMPENSATION
WC STATU- OT H-
AND EMPLOYERS' LIABILITY YIN
TORY LIMITS ER
E. L. EACH ACCIDENT
$
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICERIMEMBER EXCLUDED? ❑
NIA
(Mandatory in under
yyes , describe antl ESCRIPTION
E.L. DISEASE - EA EMPLOYEE$
E.L. DISEASE - POLICY LIMIT
$
0 OF OPERATIONS below
A Errors & Omissions SPIS52532 03122113 03/22/14
E Claim 250,00
Professional Liab
Aggregate 250,00
DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
CITYCCH
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Corpus Christi THE EXPIRATION DATE THEREOF, NOTICE MLL BE DELIVERED IN
Purchasing Dept. ACCORDANCE WITH THE POLICY PROVISIONS.
P. O. Box 9277
Corpus Christi, TX 78469 -9277 AUTHORIZED REPRESENTATIVE
D 1988 -2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD