HomeMy WebLinkAboutC2015-504 - 12/21/2015 - NA CITY OF CORPUS CHRISTI
AMENDMENT NO. 1 TO
CONTRACT FOR PROFESSIONAL SERVICES
The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277,
Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly
authorized City Manager or Designee (Director of Engineering Services) and HDR
Engineering, Inc., a Texas corporation, 555 N. Carancahua, Suite 1600, Corpus Christi,
Nueces County, Texas 78401, (Architect/Engineer—A/E), hereby agree as follows:
Original Contract July 23, 2015 Administratively Authorized $25,000.00
This amendment adds, deletes and/or modifies language in the original contract as
agreed upon by both the City and HDR.
1. SCOPE OF PROJECT
On Call Beach Maintenance Assistance —The project includes:
• Technical assistance with annual reports generated by the City.
• Coordination with the USACE regarding implementation of the City's permit.
• Coordination with the resource agencies regarding implementation of the City's
permit.
• Assistance with pursuing modifications and/or extension of the City's permit.
• Assistance with grant preparation and addressing coastal issues.
2. SCOPE OF SERVICES
The NE hereby agrees to perform engineering services necessary to complete the scope
of work described in Exhibit "A". In addition, NE will provide monthly status updates
(project progress or delays, gantt charts presented with monthly invoices) and provide
contract administration services to complete the Project. Work will not begin on Additional
Services until requested by the NE (provide breakdown of costs, schedules), and written
authorization is provided by the Director of Engineering Services.
NE services will be "Services for Construction Projects"- (Basic Services for Construction
Projects") which are shown and are in accordance with "Professional Engineering
Services- A Guide to the Selection and Negotiation Process, 1993" a joint publication of
the Consulting Engineer's Council of Texas and Texas Society of Professional Engineers.
For purposes of this contract, certain services listed in this publication as Additional
Services will be considered as Basic Services.
3. ORDER OF SERVICES
The NE agrees to begin work on those authorized Basic Services for this contract upon
.. .. ' __ L_ 5-- .eed from the Director of Engineering Services. Work will not
2015-504 Additional Services until requested in writing by the NE and
12/21/15
Contract for Professional Services
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HDR Engineering Inc. ,RKS\ON CALL ASSISTANCE BEACH MAINTENANCE\AMENDMENT NO 1\1 AMENDMENT NO 1 REVISED.DOC1 NcC
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written authorization is provided by the Director of Engineering Services. The anticipated
schedule of the preliminary phase, design phase, bid phase, and construction phase is
shown on Exhibit "A". This schedule is not to be inclusive of all additional time that may
be required for review by the City staff and may be amended by or with the concurrence
of the Director of Engineering Services.
The Director of Engineering Services may direct the NE to undertake additional services
or tasks provided that no increase in fee is required. Services or tasks requiring an
increase of fee will be mutually agreed and evidenced in writing as an amendment to this
contract. NE shall notify the City of Corpus Christi within three (3) days of notice if tasks
requested requires an additional fee.
4. FEE
The City will pay the NE a fee as described in Exhibit "A" for providing services
authorized, a total fee of $0.00, for a total fee that remains unchanged in the amount of
$25,000.00. Monthly invoices will be submitted in accordance with Exhibit "B".
5. INDEMNITY
NE shall fully indemnify and hold harmless the City of Corpus Christi and its
officials, officers, agents, employees, lents^crTdirectors and representatives
("Indemnitee") from and against any and all claims, damages, liabilities or costs,
including reasonable attorney fees and defense costs, to the extent that the
damage is caused by and/or results from an act of negligence, intentional tort,
intellectual property infringement or failure to pay a subcontractor or supplier
committed by A/E or its agent, NE under contract or another entity over which NE
exercises control while in the exercise of rights or performance of the duties under
this agreement. This indemnification does not apply to any liability resulting from
the negligent acts or omissions of the City or its employees, to the extent of such
negligence.
If the liability results solely from the negligent acts or omissions of the NE, the NE
shall also defend the Indemnitee with counsel satisfactory to the City Attorney. If
a claim is based wholly or partly on the negligence of, fault of or breach of contract
by the City, the NE shall reimburse the City's reasonable attorney's fees in
proportion to the NE's liability.
NE must advise City in writing within 24 hours of any claim or demand against City
or NE known to NE related to or arising out of NE's activities under this
Agreement.
6. INSURANCE
6.1 NE must not commence work under this agreement until all required insurance
has been obtained and such insurance has been approved by the City. NE must not
allow any subcontractor to commence work until all similar insurance required of any
subcontractor has been obtained.
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6.2 NE must furnish to the Director of Engineering Services with the signed agreement
2 copies of Certificates of Insurance (COI) with applicable policy endorsements showing
the following minimum coverage by an insurance company(s) acceptable to the City's
Risk Manager. The City must be listed as an additional insured on the General
liability and Auto Liability policies, and a waiver of subrogation is required on all
applicable policies. Endorsements must be provided with COI. Project name and
or number must be listed in Description Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and Property Damage
required on all certificates or by Per occurrence - aggregate
applicable policy endorsements
Commercial General Liability including: $1,000,000 Per Occurrence
1. Commercial Broad Form $2,000,000 Aggregate
2. Premises — Operations
3. Products/ Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
PROFESSIONAL LIABILITY $1,000,000 Per Claim
(Errors and Omissions) $2,000,000 Aggregate
(Defense costs not included in face
value of the policy)
If claims made policy, retro date must be
prior to inception of agreement, have
extended reporting period provisions
and identify any limitations regarding
who is insured.
WORKERS' COMPENSATION Statutory
(All States Endorsement if Company is not
domiciled in Texas)
Employer's Liability $500,000 /$500,000 /$500,000
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6.3 In the event of accidents of any kind related to this agreement, NE must furnish
the City with copies of all reports of any accidents within 10 days of the accident.
6.4 Applicable for paid employees, NE must obtain workers' compensation coverage
through a licensed insurance company. The coverage must be written on a policy and
endorsements approved by the Texas Department of Insurance. The workers'
compensation coverage provided must be in an amount sufficient to assure that all
workers' compensation obligations incurred by the NE will be promptly met. An All States
Endorsement shall be required if NE is not domiciled in the State of Texas.
6.5 NE shall obtain and maintain in full force and effect for the duration of this Contract,
and any extension hereof, at NE'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. A/E is required to provide
City with renewal Certificates.
6.6 NE shall be required to submit a copy of the replacement certificate of insurance
to City at the address provided below within 10 days of the requested change. NE 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: Engineering Services
P.O. Box 9277
Corpus Christi, TX 78469-9277
6.7 NE agrees that with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
6.7.1 List the City and its officers, officials, employees, vetunteeFs, and elected
representatives as additional insured by endorsement, as respects operations,
completed operation and activities of, or on behalf of, the named insured
performed under contract with the City, with the exception of the workers'
compensation policy;
6.7.2 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;
6.7.3 Workers' compensation and employers' liability policies will provide a waiver
of subrogation in favor of the City; and
6.7.4 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.
6.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of
coverage, NE shall provide a replacement Certificate of Insurance and applicable
endorsements to City. City shall have the option to suspend NE's performance should
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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.
6.9 In addition to any other remedies the City may have upon A/E'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 NE to remove the exhibit hereunder,
and/or withhold any payment(s) if any, which become due to NE hereunder until NE
demonstrates compliance with the requirements hereof.
6.10 Nothing herein contained shall be construed as limiting in any way the extent to
which NE may be held responsible for payments of damages to persons or property
resulting from NE's or its subcontractor's performance of the work covered under this
agreement.
6.11 It is agreed that NE'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.
6.12 It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this agreement.
6.13 Contracts Less than $50,000 - Insurance not required; however, if contract is
amended to exceed $50,000, the above insurance requirements must be met.
7. TERMINATION OF CONTRACT
The City may, at any time, with or without cause, terminate this contract upon seven days
written notice to the NE at the address of record. In this event, the NE will be
compensated for its services on all stages authorized based upon NE and City's estimate
of the proportion of the total services actually completed at the time of termination.
8. LOCAL PARTICIPATION
The City Council's stated policy is that City expenditures on contracts for professional
services be of maximum benefit to the local economy.
9. ASSIGNABILITY
The NE will not assign, transfer or delegate any of its obligations or duties in this contract
to any other person without the prior written consent of the City, except for routine duties
delegated to personnel of the NE staff. If the NE is a partnership, then in the event of
the termination of the partnership, this contract will inure to the individual benefit of such
partner or partners as the City may designate. No part of the NE fee may be assigned
in advance of receipt by the NE without written consent of the City.
The City will not pay the fees of expert or technical assistance and consultants unless
such employment, including the rate of compensation, has been approved in writing by
the City.
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10.OWNERSHIP OF DOCUMENTS
All documents including contract documents (plans and specifications), record drawings,
contractor's field data, and submittal data will be the sole property of the City, may not be
used again by the NE without the express written consent of the Director of Engineering
Services. However, the NE may use standard details that are not specific to this project.
The City agrees that any modification of the plans will be evidenced on the plans, and be
signed and sealed by a professional engineer prior to re-use of modified plans.
11. DISCLOSURE OF INTEREST
NE further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to
complete, as part of this contract, the Disclosure of Interests form.
12.STANDARD OF CARE
Services provided by NE under this Agreement shall be performed with the professional
skill and care ordinarily provided by competent engineers or architects practicing in the
same or similar locality and under the same or similar circumstances and professional
license; and performed as expeditiously as is prudent considering the ordinary
professional skill and care of a competent engineer or architect.
13.CONFLICT OF INTEREST
A/E agrees, in compliance with Chapter 176 of the Texas Local Government Code, to
complete and file Form CIQ with the City Secretary's Office. For more information and
to determine if you need to file a Form CIQ, please review the information on the City
Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-
disclosure/index.
14.ENTIRE AGREEMENT AND CONTROLLING LAW
This Agreement represents the entire and integrated Agreement between City and NE
and supersedes all prior negotiations, representations or agreements, either oral or
written. This Agreement may be amended only by written instrument signed by both the
City and NE. This Agreement is governed by the laws of the State of Texas without
regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces
County, Texas.
15. CONFLICT RESOLUTION BETWEEN DOCUMENTS
NE hereby agrees and acknowledges if anything contained in the NE-prepared Exhibit
A, A/E's Scope of Services, or contained in any other document prepared by A/E and
included herein, is in conflict with this Agreement, this Agreement shall take precedence
and control to resolve said conflict.
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CITY OF CORPUS CHRISTI HDR ENGINEERING, INC.
I 1 1
ie H. Gra , P.E. Date Arthur B. Colwell, P.E. Date
E -cutive Direc or of Public •rks Vice President
555 N. Carancahua, Suite 1600
Corpus Christi, Texas 78401-0850
(361) 696-3300 Office
RECOMMEAP
�-` - .e... Y2, 4
.H. Edmonds, P.E. Date
Director ► Engineering Services
e,A J'C ,
Operati .• Ae.'rtment Date
APPOVED AS TO LEGAL FORM
0', ' 12 )9-15
,*al Department Date
APPROVED
Office of Management Da;/
and Budget
Fund Name Accounting Unit Account No. Activity No Amount
Beach O&M 1020-12940-141 530000 (NO VALUE) $0.00
Contract for Professional Services
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KIENGINEERING DATAEXCHANGE\CLARISSAJ\PARKS\ON CALL ASSISTANCE BEACH MAINTENANCE\AMENDMENT NO 1\1 AMENDMENT NO.1 REVISED DOCX
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May 14, 2015 98334 (Rev. 2)
Ms. Stacie Talbert-Anaya
Interim Director
City of Corpus Christi, Parks and Recreation Department
P.O. Box 9277
Corpus Christi. TX 78469
RE: PROPOSAL FOR ON-CALL ASSISTANCE WITH CITY OF CORPUS CHRISTI'S
BEACH MAINTENANCE PROGRAM
Dear Stacie:
Thank you for the opportunity to have assisted the City of Corpus Christi with conducting
five years of monitoring of the City's beaches (as required by the City's beach
maintenance permit from the US Army Corps of Engineers (USAGE)) and, most recently,
with coordination of the modification and extension of the City's existing USAGE permit.
Recently, USACE issued the modified and extended beach maintenance permit to the
City. However, considering that periodic coordination with the USACE and/or resource
agencies is likely to continue, and given that a new request for extension of this permit will
be required after five years, the City has expressed interest in establishing an on-call
arrangement whereby HDR would be available to provide regulatory assistance on an as
needed basis. In addition, HDR has previously provided assistance to the City in
preparing grant applications on other beach related issues. As a result, the City has
requested that the on-call agreement also include tasks oriented towards assisting staff
with on-going beach and coastal issues.
I. SCOPE OF WORK
The Scope of Work for this on-call assistance may include the following tasks:
• Technical assistance with annual reports generated by the City.
While the habitat monitoring and reporting requirements will likely be waived under
the extended permit, the City will likely still be obligated to generate an Annual
Turtle Monitoring Plan Report, Annual Turtle Monitoring Follow-up Report, and an
Annual Summary Report. HDR will be available to provide technical support to the
City in its generation and production of these reports.
• Coordination with the USACE regarding implementation of the City's permit.
If questions arise about the City's interpretation and/or implementation of its
USACE permit, HDR will facilitate coordination between the City and the USACE.
hdrinc.com
555 N.Carancahua,Suite 160;
Corpus Christi,TX 78401
T 361-696-3300 F 361-696-3385
EXHIBIT"A"
Page 1 of 3
Ms. Stacie Talbert-Anaya 98334 (Rev.2)
May 14, 2015
Page 2 of 2
• Coordination with the resource agencies regarding implementation of the
City's permit.
HDR will facilitate coordination between the City and US Fish and Wildlife Service,
Texas Parks and Wildlife Department, and/or other resource agencies if a take of a
listed species occurs and/or if changes in the listed status of species necessitate
re-coordination of the City's permit. V
• Assistance in pursuing modifications and/or extension of the City's permit.
HDR will assist the City in seeking regulatory authorization for changes to and/or
extension of its USACE permit.
• Assistance with grant preparation and addressing coastal issues.
HDR will assist the City with technical information, conceptual budgets, and
information on coastal processes in order to assist the City with preparation of
grant applications or project development.
ll. BUDGET AND NEXT STEPS
We propose to conduct the above Scope of Work on a time and materials basis in
accordance with our Schedule of Rates (No. 1-15, subject to adjustment in January of
each year) . Our fee estimate of
S25,000 is not a guaranteed maximum and will not be exceeded without authorization from
the City.
Thank you again for the opportunity to submit this proposal. We are looking forward to
continuing to work with the City on this project. If you are in agreement with the proposed
Scope of Work, Schedule of Rates No. 1-15, sub'ect to adjustment in January of each
year) please let us know how we
can assist you with developing a contract document for these services. Please call me
directly anytime at (361) 696-3344 if you would like to discuss this further.
Sincerely,
HDR ENGINEERING, INC
Dan Heilman, P.E. Arthur B. Colwell, P.E.
Coastal Section Leader Vice President/Managing Principal
DJH/jcm
Enclosures: Schedule of Rates (No. 1-15)
555 N.Carancahua,Suite 1600,Corpus Christi.TX 78401 T 361.690.3300 hdrinc.com EXHIBIT"A"
Page 2 of 3
F)7
No. 1-I
SCHEDULE OF RATES
..re eft..,,.._tn:ouch l)ecein r 21)I5
PROFESSIONAL STAFF HOURLY RATE PARA-PROFESSIONAL STAFF HOURLY RATE
Enuincer E Si I3.50 Administrative Assistan' 582.51)
Engineer II SI 24.00 Drafter 585.00
Engineer III S 139.5( Technician I 598.00
Engineer IV 5155.00 Technician it S l 1 1.00
Fnreinecr V S 170.50 Technician 111 SI24.00
Engineer VI S 191.00 Designer Tech IV S137.00
Engineer VII S211.50
EQUIP 1ENT/IT
Engineer VIII S')11.50 GPS RTK Survey Equipment ....250.00'Day
Principal Engineer S253•00 GPS Rand Held(Sub Meter) 135.00.Day
Sr. Principal Enuincer 5273.50 Tow Vehicle .65.00%dav— IRS rate 10`;.L
Program Director 5?14.50 Survey I3oat 750.00.!Day
Project Biologist%GIS Specialist S134.00 ,
GIS Ilydrographic Survey Equip '750.00/Day
Environmental Biologist S155.00 Acoustic Doppler Velocimeter(ADV)....1,000.00/\Vk
Sr. Environmental Biologist 5175,50 �
Nater Level Logger 300.00/W k
Environmental Manager S 196.00
IT Equip/Services 3.70111r
EXPENSES
Automobile(other than rental car) .IRS rate+ 10%
In house reproduction prevailing commercial rates
Outside consultants cost plus 15%handling
Outside technical services cost plus 15%handling
All other expenses cost plus 15% handling
I. Char es are due and payable within thirty(30)clays of receipt of the invoice.
2. Construction a ministration staff will be billed at an equivalent grade,depending upon qualifications.
3. Unlisted scientists and other non-engineer professionals will be billed at the rate of a comparable engineer grade.
4. Overtime for para-professional and non-registered survey staff will be billed at 125%of the hourly rate and overtime will
apply for hours worked in excess of S hours per day or 40 per week.
5. Time spent preparing for and providing depositions or courtroom testimony will be billed at 150%of the hourly rate.
hdrinc.com
EXHIBIT"A"
555 N Caranhua Phone(361)696-3300 Page 3 of 3
n
Suite 1600 Fax(361)696.3385
Corpus Christi.TX 78401.0850 w .v.hdrinc.corn
Sample form for:
COMPLETE PROJECT NAME Payment Request
Revised 07/27/00
Project No. XXXX
Invoice No. 12345
Invoice Date:
Total Amount Previous Total Percent
Basic Services: Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete
Preliminary Phase $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100%
Design Phase 2,000 1,000 0 3,000 1,000 500 1,500 50%
Bid Phase 500 0 250 750 0 0 0 0%
Construction Phase 2,500 0 1,000 3,500 0 0 0 0%
Subtotal Basic Services $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30%
Additional Services:
Permitting $2,000 $0 $0 $2,000 $500 $0 $500 25%
Warranty Phase 0 1,120 0 1,120 0 0 0 0%
Inspection 0 0 1,627 1,627 0 0 0 0%
Platting Survey TBD TBD TBD TBD TBD TBD TBD 0%
0 & M Manuals TBD TBD TBD TBD TBD TBD TBD 0%
SCADA TBD TBD TBD TBD TBD TBD TBD 0%
Subtotal Additional Services $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11%
Summary of Fees
Basic Services Fees $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30%
Additional Services Fees 2,000 1,120 1,627 4,747 500 0 500 11%
Total of Fees $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% .
111
17 X
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SUPPLIER NUMBER
TO BE ASSIGNED BY CI1
PURCHASING DIVISION
City of CITY OF CORPUS CHRISTI
Corps DISCLOSURE OF INTEREST
Chnsti
City of Corpus Christi Ordinance 1 71 12, as amended, requires all persons or firms seeking to do
business with the_Cit)to provide the following information. IEiery,aeStionlmus[il tswereo
attire u <7on inititcapplt+ tl� arfswetiWith, �iy_ See reverse side for'FiliFgg`Requirements,
Certifications and definitions.
COMPANY NAME: HDP. Engineering, Inc.
P.O. BOX:
STREET ADDRESS: 555 N.Carancahua,Suite 1600 CITY: Corpus Christi ZIP: 78401
FIRM IS: 1. Corporation X 2. Partnership 3. Sole Owner ❑
4. Association ❑ 5. Other
DISCLOSURE QUESTIONS
additional space is necessary, please use the reverse side of this page or attach separate sheet.
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.'
NameN/A Job Title and City Department(if known)
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//A Title
Ii State the names of each "board member" of the City of Corpus Christi having an "ownership
interest"constituting 3% or more of the ownership in the above named"firm."
Name,45/.4 — J Board,Commission or Committee
*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�iq Consultant
EXHIBIT "D"
Page 1 of 2
•
FILING REQUIREMENTS
If a person who requests official action on a 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 general or a substantial segment thereof, you shall
disclose that fact in a signed writingto the City official, employee or body that has been
requested to act in the matter, unless te interest of the City official 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 true and correct as of the date of this statement, that 1
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: Arthur B. Colwell,P. E. Title: Vice President
(Type or Print)
a, �,of;Certifying`l, :1 i•fr
✓�� d' 7 '/5
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. "Economic benefit". An action that is likely to affect an economic interest if it is likely to
have an effect on that interest that is distinguishable from its effect on members of the public
in general or a substantial segment thereof.
c. "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.
d. "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.
e. "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.
f. "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."
g. "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.
EXHIBIT "D"
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