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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 2 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$2 _M_AL9Pf.4 2013. APPROVED THISP DAY OF ha -r ' 10.13, B � yA ey For 0'r1mey CONSULTANT: Celia Ana 1$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 C�Ry to p�ov� answer with "N business With the h. wt ap ilicable,. l':0.BO su fi CITY: . -7? 5 7 . FORM i 1. Co w .) 1 Partrmrship (. 3. Sole Owmr 4 Assiacni ). 5» 4txier 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 .,:, ... 0 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