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HomeMy WebLinkAboutC2013-108 - 3/29/2013 - NAPROFESSIONAL CONSULTING SERVICES AGREEMENT This Professional Consulting Services Agreement ( "Agreement") is entered into by and among the City of Corpus Christi, Texas ( "City "), and Collier, Johnson & Woods, P.C. ( "Consultant ") effective for all purposes upon execution by the authorized representative of each party. I. SERVICES, DELIVERABLES AND FEES. A. The Consultant shall initially prepare report models for the Financial Services Department and for the Water Department based on Mission Elements in each department's Business Plans to measure departmental performance and accomplishments of the Mission Elements, and to determine in detail the revenues and expenses for each mission element ( "Mission Element Reports "). When completed, the report models will be presented to the City Manager for approval. B. The Consultant shall complete the services and provide the deliverables identified above no later than May 3, 2013. The City Contract Administrator shall review the deliverables and determine whether the deliverables are acceptable. If the deliverables are not deemed acceptable, then the Consultant shall continue to modify the deliverables until they are accepted by the City Manager. C. The Consultant shall be compensated for services and deliverables provided and accepted under this agreement at the rate of $175.00 per hour (the "Hourly Rate "), but not to exceed cap of $13,000. Consultant shall submit monthly statements for services authorized and performed to the Contract Administrator. The statement shall contain an hourly itemization of Consultant's services during the billing period and previously approved expenses. Payment shall be made within 30 days from receipt and approval of invoice by Contract Administrator. D. The City is responsible for management decisions and functions and for designating an individual who possesses suitable skill, knowledge, and /or experience to oversee the services provided by Consultant. The City is responsible for evaluating the adequacy and results and results of the services performed and accepting responsibility for such services. The City is responsible for establishing and maintaining internal controls, including monitoring ongoing activities. E. Consultant shall have unlimited discretion to retain, discard, or dispose of its work files, but will at all times maintain all information and materials provided by the City in strictest confidence. II. CONTRACT ADMINISTRATOR The Assistant City Manager for General Government & Operations Support 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. 2013 -108 3/29/13 Collier Johnson &Woods PC INDEXED III. EFFECTIVE DATE, TERM, TERNIINATION A. This agreement takes effect upon execution by the City Manager. B. The term of this agreement begins on date of last signature and continues until terminated or until acceptance of the deliverables by Contract Administrator. This Agreement is subject to annual appropriation of funds. C. The City may, at any time, with or without cause, terminate this Agreement upon two (2) weeks written notice to the Consultant. In such event of termination without cause, City will be invoiced for the actual time and charges accumulated through the date of termination. D. Within 30 days of termination of this Agreement, all finished or unfinished documents, data, studies, or reports prepared by the Consultant, at the option of the City Contract Administrator, will be delivered by the Consultant to the Contract Administrator. IV. REPORTS. The Consultant shall provide reports to the Contract Administrator on the project status as requested. V. ASSIGNABILITY. Consultant may not assign, transfer, or delegate any obligations or duties in this Agreement to any other person without the prior written consent of the Assistant Director of Financial Services. 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 of Corpus Christi. Accordingly, the Consultant shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the Consultant's activities in accordance with this Agreement, including but not limited to Federal and State income tax, Social Security tax, unemployment insurance taxes, or any other taxes. VIL SUBCONTRACTORS. Consultant may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, Consultant must obtain first prior written approval from the 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. VIII. VENUE AND APPLICABLE LAW. The Consultant shall perform all services in accordance with 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 OA construed to waive any subsequent breach of the same. X. INDEMNIFICATION. Consultant must indemnify and hold City, its their officers, employees or agents ( "Indemnitees ") harmless of, from, and against all claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments recovered from or asserted against Indemnitees on account of 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 Consultant's performance of this Agreement; an act or omission, negligence or misconduct on the part of Consultant, or any of its agents, servants, contractors, or employees in performance of this Agreement. XI. INSURANCE. Consultant agrees to provide insurance in accordance with the attached exhibit A. XR. 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. XIH. 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. XIV. SEVERABILITY. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. XV. NOTICES Notices provided shall be in writing and delivered to: 3 On behalf of the City: City of Corpus Christi Attn: Assistant City Manager Margie C. Rose P.O. Box 9277 Corpus Christi, TX 78469 -9277 On behalf of the Consultant: XVI. OWNERSHIP OF WORK PRODUCT. The City owns exclusive rights to all work designed, drafted, created, or prepared by Consultant under this agreement. XVII. CONFIDENTIALITY. The Consultant shall not disclose any information received or work created under this Agreement without the prior written permission of the Contract Administrator. XVIH. DISCLOSURE OF INTERESTS. Consultant further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, as amended, to complete, as part of this Contract, the Disclosure of Interest form provided to Consultant. IXX. SOLE AGREEMENT. This Agreement and its exhibits constitute the sole agreement between the City. Any prior agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. In the event of any conflict between this Agreement and the attached Exhibits, this Agreement shall control. EXECUTED IN DUPLICATE each of which shall be considered an original, this2A day of f`36!1� ,201 -- CITY O ORPUS C ApproM as to bm: 3 Ronald .OIs City Mana er Date: arch act QQ I �j Lisa �lguiiI Assist. nt GE + R�ttorney For City Attorney CONSULTANT: Collier, Johnson & Woods, P.C. By: F. Jopt�hepherd Title Date: 3 /2-jF3 lzo /" 4