HomeMy WebLinkAboutC2015-140 - 2/12/2015 - NA PROFESSIONAL SERVICES AGREEMENT
FOR
VETERINARIAN SERVICES
(Not an Employment Contract)
STATE OF TEXAS §
§
COUNTY OF NUECES §
THIS PROFESSIONAL VETERINARY SERVICES CONTRACT (this "Agreement") is
entered into by and between Michele King_, DVM (the Contractor") and the City of
Corpus Christi, a Texas home-rule municipal corporation (the "City") effective for all purposes
upon execution by the City Manager or designee.
The Parties hereto severally and collectively agree, and by the execution hereof are bound, to the
mutual obligations herein contained and to the performance and accomplishment of the tasks
hereinafter described.
I. DEFINITIONS
• As used in this Agreement, the following terms shall have meanings as set out below:
"City" is defined in the preamble of this Agreement and includes its successors and assigns.
"Contractor" is defined in the preamble of this Agreement and includes its successors.
"Program Manager" shall mean the Program Manager of City's Animal Care Services
("Department").
II. TERM
2.1 Unless sooner terminated in accordance with the provisions of this Agreement, the term
of this Agreement shall commence on October 1, 2014 and terminate on September 30, 2015.
2.2 If funding for the entire Agreement is not appropriated at the time this Agreement is
entered into, City retains the right to terminate this Agreement at the expiration of each of City's
budget periods, and any subsequent contract period is subject to and contingent upon such
appropriation.
III. SCOPE OF SERVICES
Contractor agrees to enter into a nonexclusive agreement to provide veterinary services
on an"as needed basis" as described in this Article III entitled Scope of Services in exchange
for the compensation described in Article IV. Compensation.
3.1 Specific duties and responsibilities when scheduled for shelter medicine duties under
the contract shall include:
3.1.1 Examining animals for health status and conditions. This will include all live
2015-140 cases.
2/12/15
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Michele King INDEXED
3.1.2 Performing emergency surgeries and administering emergency
medications
3.1.3 Prescribing and administering euthanasia for sick or injured animals
3.1.4 De-worming, and checking animals for heartwonns
3.1.5 Performing animal surgeries, including spay and neuter surgeries for the
shelter
3.1.6 Preparing and forwarding dead animal tissue samples to be examined with the
expectation that a diagnosis of illness or injury can be made to assist with
deaths in shelter or cruelty cases.
3.1.7 Providing vaccinations on animals at the facility
3.1.8 Observing animals under quarantine and certifying animals in rabies
quarantine to be free of rabies
3.1.9 Providing diagnosis and treatment of animals in accordance with Department
protocols and standards
3.1.10 Maintaining updated and accurate animal medical records
3.1.11 Maintaining high standards of care and quality control provided in a
productive and courteous manner
3.1.12 Examining and inspecting carriage company facilities in accordance with City
policies and procedures
3.1.13 Conducting in-service training for Department staff
3.1.14 Answering questions from the public pertaining to veterinary public health
issues, City ordinances, and State laws dealing with animal control
3.1.15 Abiding by Department requirements for licensing and credentialing •
3.1.16 Adhering to and abiding by Department policies regarding access,
maintenance, dispensation and tracking of controlled substances
3.1.17 Transferring at the City's request controlled substances procured by the City
under the custody and control of Contractor to City without unreasonable
delay
3.1.18 Performing other veterinary duties as designated by City
3.1.19 Invoicing the City for work performed
3.2 Specific duties and responsibilities when scheduled for spay/neuter surgeries
under the contract shall include:
3.2.1 Evaluating animals to determine suitability for sterilization procedure
3.2.2 Performance of surgical procedure
3.2.3 Post-operative care including medications
3.2.4 Follow-up care due to surgical complications
3.2.5 Maintaining updated and accurate animal medical records
3.2.6 Maintaining high standards of care and quality control provided in a
productive and courteous manner
3.2.7 Abiding by Department requirements for licensing and credentialing
3.2.8 Adhering to and abiding by Department policies regarding access,
maintenance, dispensation and tracking of controlled substances
3.2.9 Transferring at the City's request controlled substances procured by the City
under the custody and control of Contractor to City without unreasonable
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delay
3.2.10 Invoicing the City for work performed
All work performed by Contractor hereunder shall be performed to the satisfaction of
Program Manager. The determination made by Program Manager shall be final, binding and
conclusive on all Parties hereto. City shall be under no obligation to pay for any work performed
by Contractor, which is not satisfactory to Program Manager. City shall have the right to
terminate this Agreement, in accordance with Article XIV. Termination, in whole or in part,
should Contractor's work not be satisfactory to Program Manager; however, City shall have no
obligation to terminate and may withhold payment for any unsatisfactory work, as stated herein,
even should City elect not to terminate.
IV. COMPENSATION TO CONTRACTOR
4.1 In consideration of Contractor's performance in a satisfactory and efficient manner,
as determined solely by Program Manager, of all services and activities set forth in this
Agreement, City agrees to pay Contractor an amount not to exceed $25,000.00 as total
compensation, to be paid to Contractor as follows:
Shelter Medicine duties
3.2.11 When scheduled for shelter medicine duties pursuant to section 3.1,
Contractor shall be paid at the rate of fifty dollars ($50.00) per hour.
Spay/Neuter surgeries
3.2.12 When scheduled for spay/neuter surgeries pursuant to section 3.2, Contractor
shall be paid at the rate of fifteen dollars ($15.00) per surgery
4.2 In consideration of the services to be rendered by the Contractor in this Agreement,
the City shall pay Contractor the fee set forth. No set number of hours or surgeries are
guaranteed under this agreement. Hours of work and services to be performed will be agreed on
by Contractor and the Program Manager or his designee. The Program Manager or his designee
will approve the number of hours worked and/or surgeries scheduled on a weekly basis.
Notwithstanding the above, for days Contractor is scheduled for spay/neuter surgeries, City shall
pay Contractor three hundred dollars ($300.00) per day upon Contractor providing a combination
of surgical services and shelter medicine at the rates indicated above.
4.3 Contractor shall submit invoices monthly to City, in a form acceptable to City and
with appropriate documentation as required by City, which City shall pay within 30 days of
receipt and approval by Program Manager. Invoices shall be submitted to: City of Corpus
Christi, Animal Care Services Department, Attn: Program Manager, 2626 Holly Road, Corpus
Christi, TX 78415.
4.4 No additional fees or expenses of Contractor shall be charged by Contractor nor be
payable by City. The parties hereby agree that all compensable expenses of Contractor have been
provided for in the total payment to Contractor as specified in section 4.1 above. Total payments
to Contractor cannot exceed that amount set forth in section 4.1 above, without prior approval
and agreement of all parties, evidenced in writing.
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4.5 Final acceptance of work products and services require written approval by City. The
approval official shall be Program Manager. Payment will be made to Contractor following
written approval of the final work products and services by Program Manager. City shall not be
obligated or liable under this Agreement to any party, other than Contractor, for the payment of
any monies or the provision of any goods or services.
V. REIMBURSEMENT OF EXPENSES.
5.1 City shall not be liable to the Contractor for any expenses paid or incurred by the
Contractor unless otherwise agreed to in writing.
VI.. FEDERAL, STATE, AND LOCAL PAYROLL TAXES.
6.1 Federal, state, and local income tax and payroll tax of any kind shall not be withheld
or paid by City on behalf of the Contractor or the employees of the Contractor. The Contractor
shall not be treated as an employee with respect to the services performed hereunder for federal,
state, or local tax purposes.
VII. EMPLOYMENT BENEFITS.
7.1 The Contractor acknowledges that as a non-employee of City, he or she is not
entitled to participate in any of City's employee benefit programs, nor are his or her spouse or
any dependents. The Contractor hereby waves his or her right to participate in any such programs
including pension, health or other fringe benefits.
VIII. NOTICE TO CONTRACTOR ABOUT ITS TAX DUTIES AND LIABILITIES.
8.1 The Contractor understands that he or she is responsible to pay, according to law, the
Contractor's income taxes. If the Contractor is not a corporation, the Contractor further
understands that the Contractor may be liable for self-employment (social security) tax, to be
paid by the Contractor according to law.
IX. RESPONSIBILITY FOR WORKERS' COMPENSATION.
9.1 No workers' compensation insurance shall be obtained by City covering the
Contractor or employees of the Contractor. The Contractor shall comply with the workers'
compensation law concerning the Contractor and the employees of the Contractor.
X. QUALIFICATION, LICENSES & CERTIFICATIONS.
10.1 Contractor is fully capable and qualified to execute the services in this Agreement
and does not require any training from the City.
10.2 Contractor warrants and certifies that Contractor and any other person designated to
provide services hereunder has the requisite training, license and/or certification to provide said
services, and meets all competence standards promulgated by all other authoritative bodies, as
applicable to the services provided herein.
10.3 Prior to the commencement of any work under this Agreement, Contractor shall
furnish City copies of Contractor's current DEA Certification/Registration and Texas
Department of Public Safety Certification/Registration indicating the Department's address and
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Contractor's Veterinary License. Upon renewal of said items, copies of current registration shall
be provided to the City.
XL QUALTIY OF SERVICE.
11.1 All work will be done in a good and workman-like fashion in accordance with
applicable standards of the profession and all services are subject to final approval by a
representative of the City prior to payment.
XII. OWNERSHIP OF DOCUMENTS
12.1 Any and all writings, documents or information in whatsoever form and character
produced by Contractor pursuant to the provisions of this Agreement is the exclusive property of
City; and no such writing, document or information shall be the subject of any copyright or
proprietary claim by Contractor.
12.2 Contractor understands and acknowledges that as the exclusive owner of any and all
such writings, documents and information, City has the right to use all such writings, documents
and information as City desires, without restriction.
12.3 In accordance with Texas law, Contractor acknowledges and agrees that all local
government records as defined in Chapter 201, Section 201.003 (8)of the Texas Local
Government Code created or received in the transaction of official business or the creation or
maintenance of which were paid for with public funds are declared to be public property and
subject to the provisions of Chapter 201 of the Texas Local Government Code and Subchapter J,
Chapter 441 of the Texas Government Code. Thus, Contractor agrees that no such local
government records produced by or on the behalf of Contractor pursuant to this Contract shall be
the subject of any copyright or proprietary claim by Contractor.
12.4 Contractor acknowledges and agrees that all Iocal government records, as described
herein, produced in the course of the work required by this Contract, shall belong to and be the
property of City and shall be made available to the City at any time. Contractor further agrees to
turn over to City all such records upon termination of this Contract. Contractor agrees that it
shall not, under any circumstances, release any records created during the course of performance
of the Contract to any entity without the written permission of the Program Manager, unless
required to do so by a court of competent jurisdiction. The Department shall be notified of such
request as set forth in Article XV of this Contract.
XIII. RECORDS RETENTION
13.1 Contractor and its subcontractors, if any, shall properly, accurately and completely
maintain all documents, papers, and records, and other evidence pertaining to the services
rendered hereunder(hereafter referred to as "documents"), and shall make such materials
available to the City at their respective offices, at all reasonable times and as often as City may
deem necessary during the Agreement period, including any extension or renewal hereof, and the
record retention period established herein, for purposes of audit, inspection, examination, and
making excerpts or copies of same by City and any of its authorized representatives.
13.2 Contractor shall retain any and all documents produced as a result of services
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provided hereunder for a period of four(4) years (hereafter referred to as"retention period")
from the date of termination of the Agreement. If, at the end of the retention period, there is
litigation or other questions arising from, involving or concerning this documentation or the
services provided hereunder, Contractor shall retain the records until the resolution of such
litigation or other such questions. Contractor acicnowledges and agrees that City shall have
access to any and all such documents at any and all times, as deemed necessary by City, during
said retention period. City may, at its election, require Contractor to return the documents to City
at Contractor's expense prior to or at the conclusion of the retention period. In such event,
Contractor may retain a copy of the documents.
13.3 Contractor shall notify City, immediately, in the event Contractor receives any
requests for information from a third party, which pertain to the documentation and records
referenced herein. Contractor understands and agrees that City will process and handle all such
requests.
XIV. TERMINATION
14.1 For purposes of this Agreement, "termination" of this Agreement shall mean
termination by expiration of the Agreement term as stated in Article II. Term, or earlier
termination pursuant to any of the provisions hereof.
14.2 Termination Without Cause. This Agreement may be terminated by City upon 30
calendar days' written notice, which notice shall be provided in accordance with Article XV.
Notice.
14.3 Termination For Cause. Upon written notice, which notice shall be provided in
accordance with Article XV. Notice, City may terminate this Agreement as of the date provided
in the notice, in whole or in part, upon the occurrence of one (1) or more of the following events,
each of which shall constitute an Event for Cause under this Agreement:
14.3.1 The sale, transfer, pledge, conveyance or assignment of this Agreement
without prior approval, as provided in Article XVIII. Assignment and Subcontracting.
14.3.2 Failing to perform or failing to comply with any covenant herein required
14.4 Defaults With Opportunity for Cure. Should Contractor default in the performance
of this Agreement in a manner stated in this section 14.4 below, same shall be considered
an event of default. City shall deliver written notice of said default specifying such
matter(s) in default. Contractor shall have 15 calendar days after receipt of the written
notice, in accordance with Article XV. Notice, to cure such default. If Contractor fails to
cure the default within such fifteen-day cure period, City shall have the right, without
further notice, to terminate this Agreement in whole or in part as City deems appropriate,
and to contract with another Contractor to complete the work required in this Agreement.
City shall also have the right to offset the cost of said new Agreement with a new
Contractor against Contractor's future or unpaid invoice(s), subject to the duty on the part
of City to mitigate its losses to the extent required by law.
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14.4.1 Bankruptcy or selling substantially all of company's assets
14.4.2 Failing to perform or failing to comply with any covenant herein required
14.4.3 Performing unsatisfactorily as determined by Program Manager
14.5 Termination By Law. If any state or federal law or regulation is enacted or
promulgated which prohibits the performance of any of the duties herein, or, if any law is
interpreted to prohibit such performance,this Agreement shall automatically terminate as of the
effective date of such prohibition.
14.6 Regardless of how this Agreement is terminated, Contractor shall effect an
orderly transfer to City or to such person(s) or firms) as the City may designate, at no additional
cost to City, all completed or partially completed documents, papers, records, charts, reports, and
any other materials or information produced as a result of or pertaining to the services rendered
by Contractor,or provided to Contractor, hereunder, regardless of storage medium, if so
requested by City, or shall otherwise be retained by Contractor in accordance with Article XIII.
Records Retention. Any record transfer shall be completed within thirty(30) calendar days of a
written request by City and shall be completed at Contractor's sole cost and expense. Payment of
compensation due or to become due to Contractor is conditioned upon delivery of all such
documents and materials, if requested.
14.7 Within forty-five (45) calendar days of the effective date of completion, or
termination or expiration of this Agreement, Contractor shall submit to City its claims, in detail,
for the monies owed by City for services performed under this Agreement through the effective
date of termination. Failure by Contractor to submit its claims within said forty-five (45)
calendar days shall negate any liability on the part of City and constitute a Waiver by Contractor
of any and all right or claims to collect moneys that Contractor may rightfully be otherwise
entitled to for services performed pursuant to this Agreement.
14.8 Upon the effective date of expiration or termination of this Agreement, Contractor
shall cease all operations of work being performed by Contractor or any of its subcontractors
pursuant to this Agreement.
14.9 Termination not sole remedy. In no event shall City's action of terminating this
Agreement, whether for cause or otherwise, be deemed an election of City's remedies, nor shall
such termination limit, in any way, at law or at equity, City's right to seek damages from or
otherwise pursue Contractor for any default hereunder or other action.
XV. NOTICE
15.1 Except where the terms of this Agreement expressly provide otherwise, any
election, notice or communication required or permitted to be given under this Agreement shall
be in writing and deemed to have been duly given if and when delivered personally(with receipt
acknowledged), or three (3) days after depositing same in the U.S. mail, first class, with proper
postage prepaid, or upon receipt if sending the same by certified mail, return receipt requested, or
upon receipt when sent by a commercial courier service(such as Federal Express or DHL
Worldwide Express) for expedited delivery to be confirmed in writing by such courier, at the
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addresses set forth below or to such other address as either party may from time to time
designate in writing.
If intended for City, to:
City of Corpus Christi
Animal Care Services Department
Attn: Program Manager
2626 Holly Road
Corpus Christi, TX 78415
IF TO CONTRACTOR:
Contact Person: Michele King
Address: 738 Oriole Street
City, State, Zip: Corpus Christi, Texas, 78418
Fax No.:
Phone No.: 361-424-0368
XVI. INSURANCE
16.1 The City shall obtain and maintain in full force and effect for the duration of this
Agreement, and any extension hereof, at City's sole expense, insurance coverage listing
Contractor as insured, by companies authorized to do business in the State of Texas, in the
following types and for an amount not less than the amount listed below:
TYPE AMOUNTS
Professional Liability $500,000 per claim to pay on behalf of the
insured all sums which the insured shall
become legally obligated to pay as
damages by reason of any act, malpractice,
error or omission in professional services
16.2 Nothing herein contained shall be construed as limiting in any way the extent to
which Contractor may be held responsible for payments of damages to persons or property
resulting from Contractor's or its subcontractors' performance of the work covered under this
Agreement.
16.3 It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this Agreement and that no claim or action by or on
behalf of the City shall be limited to insurance coverage provided.
16.4 Contractor and any subcontractors are responsible for all damage to their own
equipment and/or property.
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XVII. INDEMNIFICATION
17.1 CONTRACTOR COVENANTS AND AGREES TO FULLY INDEMNIFY,
DEFEND AND HOLD HARMLESS, THE CITY AND THE ELECTED OFFICIALS,
EMPLOYEES, OFFICERS, PROGRAM MANAGERS, VOLUNTEERS AND
REPRESENTATIVES OF THE CITY,INDIVIDUALLY AND COLLECTIVELY, FROM
AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES,LOSSES,
EXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS,
CAUSES OF ACTION, LIABILITY AND SUITS OF ANY KIND AND NATURE,
INCLUDING BUT NOT LIMITED TO, PERSONAL OR BODILY INJURY, DEATH
AND PROPERTY DAMAGE, MADE UPON THE CITY DIRECTLY OR INDIRECTLY
ARISING OUT OF, RESULTING FROM OR RELATED TO CONTRACTOR'S
ACTIVITIES UNDER THIS AGREEMENT, INCLUDING ANY ACTS OR OMISSIONS
OF CONTRACTOR, ANY AGENT, OFFICER, PROGRAM MANAGER,
REPRESENTATIVE, EMPLOYEE, CONSULTANT OR SUBCONTRACTOR OF
CONTRACTOR, AND THEIR RESPECTIVE OFFICERS, AGENTS EMPLOYEES,
PROGRAM MANAGERS AND REPRESENTATIVES WHILE IN THE EXERCISE OF
THE RIGHTS OR PERFORMANCE OF THE DUTIES UNDER THIS AGREEMENT.
THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO
ANY LIABILITY RESULTING FROM THE NEGLIGENCE OF CITY, ITS OFFICERS
OR EMPLOYEES, IN INSTANCES WHERE SUCH NEGLIGENCE CAUSES
PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE. IN THE EVENT
CONTRACTOR AND CITY ARE FOUND JOINTLY LIABLE BY A COURT OF
COMPETENT JURISDICTION, LIABILITY SHALL BE APPORTIONED
COMPARATIVELY IN ACCORDANCE WITH THE LAWS FOR THE STATE OF
TEXAS,WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY
AVAILABLE TO THE CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY
DEFENSES OF THE PARTIES UNDER TEXAS LAW.
17.2 The provisions of this INDEMNITY are solely for the benefit of the parties hereto
and not intended to create or grant any rights, contractual or otherwise, to any other person or
entity. CONTRACTOR shall advise the CITY in writing within 24 hours of any claim or demand
against the CITY or CONTRACTOR known to CONTRACTOR related to or arising out of
CONTRACTOR's activities under this AGREEMENT and shall see to the investigation and
defense of such claim or demand at CONTRACTOR's cost. The CITY shall have the right, at its
option and at its own expense, to participate in such defense without relieving CONTRACTOR
of any of its obligations under this paragraph.
17.3 Employee Litigation In any and all claims against any party indemnified hereunder
by any employee of CONTRACTOR, any subcontractor, anyone directly or indirectly employed
by any of them or anyone for whose acts any of them may be liable, the indemnification
obligation herein provided shall not be limited in any way by any limitation on the amount or
type of damages, compensation or benefits payable by or for CONTRACTOR or any
subcontractor under worker's compensation or other employee benefit acts.
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XVIII. ASSIGNMENT AND SUBCONTRACTING
18.1 Except as otherwise stated herein, Contractor may not sell, assign, pledge, transfer
or convey any interest in this Agreement, nor delegate the performance of any duties hereunder,
by transfer, by subcontracting or any other means, without the consent of the City. As a
condition of such consent, if such consent is granted, Contractor shall remain liable for
completion of the services outlined in this Agreement in the event of default by the successor
Contractor, assignee,transferee or subcontractor.
18.2 Any attempt to transfer, pledge or otherwise assign this Agreement without said
written approval, shall be void ab initio and shall confer no rights upon any third person. Should
Contractor assign, transfer, convey, delegate, or otherwise dispose of any part of all or any part
of its right, title or interest in this Agreement, City may, at its option, cancel this Agreement and
all rights, titles and interest of Contractor shall thereupon cease and terminate, in accordance
with Article'XIV. Termination, notwithstanding any other remedy available to City under this
Agreement. The violation of this provision by Contractor shall in no event release Contractor
from any obligation under the terms of this Agreement, nor shall it relieve or release Contractor
from the payment of any damages to City, which City sustains as a result of such violation.
XIX. INDEPENDENT CONTRACTOR
19.1 Contractor covenants and agrees that he or she is an independent contractor and not
an officer, agent, servant or employee of City; that Contractor shall have exclusive control of and
exclusive right to control the details of the work performed hereunder and all persons performing
same, and shall be responsible for the acts and omissions of its officers, agents, employees,
contractors, subcontractors and consultants; that the doctrine of"respondeat superior" shall not
apply as between City and Contractor, its officers, agents, employees, contractors, subcontractors
and consultants, and nothing herein shall be construed as creating the relationship of employer-
employee, principal-agent, partners or joint venturers between City and Contractor. The parties
hereto understand and agree that the City shall not be liable for any claims which may be
asserted by any third party occurring in connection with the services to be performed by the
Contractor under this Agreement and that the Contractor has no authority to bind the City.
XX. DISCLOSURE OF INTEREST
20.1 Contractor further agrees, in compliance with City of Corpus Christi Ordinance § 2-
349, to complete, as part of this Contract, the Disclosure of Interest Fonn (exhibit A)provided to
Contractor.
• XXI. AMENDMENTS
21.1 Except where the terms of this Agreement expressly provide otherwise, any
alterations, additions, or deletions to the terms hereof, shall be effected by amendment, in
writing, executed by both City and Contractor.
XXII. SEVERABILITY
22.1 If any clause or provision of this Agreement is held invalid, illegal or unenforceable
under present or future federal, state or local laws, including but not limited to the City Charter,
City Code, or ordinances of the City of Corpus Christi, Texas, then and in that event it is the
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intention of the parties hereto that such invalidity, illegality or unenforceability shall not affect
any other clause or provision hereof and that the remainder of this Agreement shall be construed
as if such invalid, illegal or unenforceable clause or provision was never contained herein; it is
also the intention of the parties hereto that in lieu of each clause or provision of this Agreement
that is invalid, illegal, or unenforceable, there be added as a part of the Agreement a clause or
provision as similar in terms to such invalid, illegal or unenforceable clause or provision as may
be possible, legal,valid and enforceable.
XXIII. COMPLIANCE
23.1Contractor shall provide and perform all services required under this Agreement in
compliance with all applicable federal, state and local laws, rules and regulations.
XXIV. NONWAIVER OF PERFORMANCE
24.1 Unless otherwise specifically provided for in this Agreement, a waiver by either
Party of a breach of any of the terms, conditions, covenants or guarantees of this Agreement shall
not be construed or held to be a waiver of any succeeding or preceding breach of the same or any
other term, condition, covenant or guarantee herein contained. Further, any failure of either Party
to insist in any one or more cases upon the strict performance of any of the covenants of this
Agreement, or to exercise any option herein contained, shall in no event be construed as a waiver
or relinquishment for the future of such covenant or option. In fact, no waiver, change,
modification or discharge by either party hereto of any provision of this Agreement shall be
deemed to have been made or shall be effective unless expressed in writing and signed by the
party to be charged. No act or omission by a Party shall in any manner impair or prejudice any
right, power,privilege, or remedy available to that Party hereunder or by law or in equity, such
rights, powers, privileges, or remedies to be always specifically preserved hereby.
XXV. LAW APPLICABLE
25.1 THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND ALL OBLIGATIONS
OF THE PARTIES CREATED HEREUNDER ARE PERFORMABLE IN NUECES COUNTY,
TEXAS.
25.2 Any legal action or proceeding brought or maintained, directly or indirectly, as a
result of this Agreement shall be heard and determined in the City of Corpus Christi, Nueces
County, Texas.
XXVI. LEGAL AUTHORITY
26.1 The signer of this Agreement for Contractor represents,warrants, assures and
guarantees that he has full legal authority to execute this Agreement on behalf of Contractor and
to bind Contractor to all of the terms, conditions, provisions and obligations herein contained.
XXVII. CAPTIONS
27.1 The captions contained in this Agreement are for convenience of reference only,
and in no way limit or enlarge the terms and/or conditions of this Agreement.
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XXVIII. ENTIRE AGREEMENT
28.1 This Agreement, together with its authorizing ordinance and its e hibits, if any,
constitute the final and entire agreement between the pr 'es hereto and contaizi€all of the terms
and conditions agreed upon. No other agreements, oral or otherwise, regardinnthe subject
matter of this Agreement shall be deemed to exist oz t•bind the parties hereto,Unless same be in
writing, dated subsequent to the date hereto, and duly e ecuted by the parties, accordance with
Article XXt. Amendments.
EXECUTED , each of which shall o e considered an original, this Z day
of FGU ti.y ,2014.
CITY,OF CORPUS CHRISTI:
\a1A-tOrye___
Susan Thorpe
Assistant City Manager
For City Manager
Approved as to form this 1 L day of F4v00v7 014
6-t,•66*
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Buck Brice
Assistant City Attorney
For City Attorney
CONTRACTOR:
By:
Name: r_2(1/L5
Title: )Vk
Date: P-(0 •
20�
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12
irk
SUPPLIERNUMBER
Cory us PPURBCHASING i VISiONI Y
Christi
EXHIBIT A
•
CITY OF CORPUS CHRISTI
DISCLOSURE OF INTEREST
Corpus Christi Code §2-349, as amended requires all persons or firms seeking to do business with
the City to provide the following informatio . Every question must be answered lithe question Is not
applicable, answer with "NA". See next p e for Filing Requirements, Certification and Definitions.
COMPANY NAME: ate itts
STREET ADDRESS: O .1 OLE, eT P.O.BOX:
CITY: CC STATE: Tit ZIP: 18'41 R
FIRM IS: 1. Corporation 0 2. Partnership 0 •3. Sole Owner 0
4. Association ❑ 5. Other Er L t V 1d1A.0..(
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 le.-11%5���lntlz 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
3. State the names of each"board membe"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
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FILING REQUIREMENTS
If a person who requests official action on : 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 gen=ral or a substantial segment thereof, you shall disclose that
fact In a signed writing to the City official, =mployee or body that has been requested to act in the
matter, unless the interest of the City offici I 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 tr e and correct as of the date of this statement,that I have
not knowingly withheld disclosure of any i ormation requested, and that supplemental statements will
be promptly submitted to the City of Corpu. Christi, Texas, as changes occur.
Certifying Person: W .e,e i Title: NW\
Signature of Date:
Certifying Person: SIC.( i . Pea xi Sj
DEFINITIONS
a. "Board member." A member of any board, commission,or committee of the city, including the board of any
corporation created by the city.
b. "Economic benefit". An action that is likely o affect an economic interest If It is likely to have an effect on
that interest that is distinguishable from its -ffect on members of the public in general or a substantial
segment thereof.
c. "Employee." Any person employed by th: city,whether under civil service or not, including part-time
employees and employees of any corporat on created by the city.
d. "Firm." Any entity operated for economic gain,whether professional, industrial or commercial,and
whether established to produce or deal wit 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 tru•t, 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 Head•, and Municipal Court Judges of the City of Corpus Christi,
Texas.
f. "Ownership Interest." Legal or equitable i terest,whether actually or constructively held,in a firm,
including when such interest is held throug an agent, trust, estate, or holding entity. "Constructively held"
refers to holdings or control established th .ugh voting trusts, proxies, or special terms of venture or
partnership agreements.
g. "Consultant."Any person or firm, such s engineers and architects, hired by the City of Corpus Christi
for the purpose of professional consultation and recommendation.
II
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