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HomeMy WebLinkAboutC2016-029 - 1/19/2016 - NA CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES This agreement is entered into between the City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City), as an agent of the Corpus Christi Tax Increment Reinvestment Zone#3("TIRZ#3") and NCF Advisors, LLC dba Landmark Renewal, a Texas limited liability company, 3224 Rogers Avenue, Fort Worth, TX 76109, (Consultant). Recitals: WHEREAS on December 16, 2008, the City Council of the City (the "City Council") approved Ordinance 027996,which established the TIRZ#3 in accordance with Texas Tax Code Chapter 311. TIRZ#3 promotes economic development and stimulates business and commercial activity in its downtown Corpus Christi area (the "Zone"); WHEREAS on August 25, 2015, the City Council approved a Project and Financing Plan (the "Plan") for TIRZ #3; WHEREAS the Board of Directors of TIRZ#3 (the "Board") includes members of the City Council in a non-public-official capacity, as well as a representative from each Nueces County and Del Mar College, who have committed to contribute to TIRZ #3 through Interlocal Agreements created in 2009 and amended in 2012; WHEREAS the Corpus Christi Downtown Management District ("DMD") assists the City with administration of TIRZ #3, recommends projects and recommends a DMD representative to be appointed to the Board through an Interlocal Agreement; WHEREAS on November 10, 2015 the City Council approved Ordinance 030680, which amended Ordinance 027996 and authorized the Board to approve agreements in this form, to be entered into by the City, as the Board considers necessary or convenient to implement the Plan and achieve its purpose; WHEREAS the Plan contained certain programs designed to improve conditions and increase commerce within the Zone; and WHEREAS any reference to "City"or"City Staff," is entirely in agency capacity for TIRZ#3, and further the City as a home-rule municipal corporation is not a party to this agreement; Agreement The parties hereby agree as follows: 1. SCOPE OF PROJECT TIRZ#3 Policy& Financial Consulting — Consultant will provide TIRZ#3 with technical support and expertise to administer the Tax Increment Reinvestment Zone#3 Project and Financing Plan (the Project). The support will mainly consist of policy support related to financial analysis, incentive package structure recommendations, and analysis of TIRZ#3 ^--:ultant will also attend TIRZ #3 Board, developer, and review 2016-029 eded. 1/19/16 " Contract for Professional Services Page 1 IfNDEXED Landmark Renewal This Project provides for a one-year base contract for the services described in Exhibit "A" and allows for two optional one-year administrative renewals/extensions beyond the original one-year base contract, subject to availability of funding and satisfactory Consultant performance. The Project is intended to be funded with annual appropriations, as needed. 2. SCOPE OF SERVICES The Consultant hereby agrees to perform services under the Project, as detailed in Exhibit "A". In addition, Consultant will provide monthly status updates to report project progress or delays, monthly invoices and ongoing contract administration services, as described in Exhibit "A", under the Project. 3. ADDITIONAL SERVICES The City's Project Manager may ask the Consultant to undertake additional services or tasks, provided that tasks requiring an increase of fee will be mutually agreed and evidenced in writing. Consultant shall notify the City of Corpus Christi within three(3)days of notice if tasks under the Project require an additional fee. Work will not begin on Additional Services until: (1) requested by the City's Project Manager; (2)agreed to by the Consultant, who will provide estimates of costs and schedule; and (3)authorized in writing by the City's Project Manager. 4. FEE The City will pay the Consultant on a monthly basis a fee as described in Exhibit "A" for providing services authorized, billed at $125 per hour, the total fee not to exceed $20,000.00 for the year. This total fee shall include reimbursements for travel expenses to be paid to the Consultant upon approval of the City's Project Manager. No travel expenses shall be reimbursed unless the travel was approved by the City's Project Manager and is connected to the performance of duties under this agreement. Monthly invoices will be submitted to the City's Project Manager in the form of Exhibit "B". The City's Project Manager is responsible for assigning tasks to the Consultant and approving Consultant's daily/weekly/monthly hours and associated fees. The Consultant is required to submit a detailed hourly breakdown with the monthly invoice for payment, subject to review and approval by the City. 5. INDEMNITY Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, or other entity, including the TIRZ#3, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs,to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another Contract for Professional Services Page 2 of 9 entity over which Consultant 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. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. 6. INDEPENDENT CONTRACTOR; NO EMPLOYMENT BENEFITS; RELEASE. A. In performing this Agreement, both the City and Consultant shall act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. Consultant shall perform all professional services as an independent contractor and shall furnish such Services in its own manner and method, and under no circumstance or condition shall an employee, agent, or representative of either party be considered or construed to be an employee, agent, or representative of the other party. B. As an independent contractor, no workers' compensation insurance shall be obtained by City covering the Consultant and employees of the Consultant. The Consultant shall comply with any and all workers' compensation laws pertaining to the Consultant and employees of the Consultant. C. The Consultant acknowledges, understands, and agrees that, as a non-employee of the City, he/she is not entitled to participate in any of the City's employee benefit programs nor are his/her spouse or any dependents entitled to participate. D. The Consultant further acknowledges, understands, and agrees that he/she will perform the Services on City property, away from City property, or a mix of both, as may be agreed upon by the City's Project Manager and the Consultant from time to time. For the purposes of performing Services on City property and with City equipment and in lieu of the Consultant having workers' compensation coverage, the Consultant agrees to execute the Release of Liability and Covenant Not to Sue, which is attached to this Agreement as Exhibit "C" and the contents of which, as a completed instrument, is incorporated by reference into this Agreement as if fully set out in this document. 7. TERMINATION OF CONTRACT The City or the Consultant may, at any time, with or without cause, terminate this contract upon seven days' written notice to the other party at the address of record. In this event, Contract for Professional Services Page 3 of 9 the Consultant will be compensated for his/her services on all stages authorized based upon Consultant 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. QUALIFICATION. Consultant is fully capable and qualified to execute the services in this Agreement and does not require any training from the City. 10.SUBCONTRACTORS. The Consultant shall notify City's Project Manager in advance of the use of subcontractors in connection with the provision of Services and work to be performed under this Agreement. 11.ASSIGNABILITY The Consultant 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 Consultant staff. If the Consultant 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 Consultant fee may be assigned in advance of receipt by the Consultant 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. 12.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 Consultant without the express written consent of the City Manager. However, the Consultant may use standard details that are not specific to this project. 13.DISCLOSURE OF INTEREST Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract, if required. 14.CERTIFICATE OF INTERESTED PARTIES Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this contract, if required. For more information, please review the information on the Texas Ethics Commission website at Contract for Professional Services Page 4 of 9 https://www.ethics.state.tx.us. 15.CONFLICT OF INTEREST Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIO, please review the information on the City Secretary's website at http://www.cctexas.com/ciovernment/city-secretary/conflict- disclosure/index. 16.ENTIRE AGREEMENT AND CONTROLLING LAW This Agreement represents the entire and integrated Agreement between City and Consultant 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 Consultant. 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. 17.CONFLICT RESOLUTION BETWEEN DOCUMENTS Consultant hereby agrees and acknowledges if anything contained in the Consultant- prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement, this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUM CHRISTI LANDMARKR EWAL, LLC Agen f • ax int,,,,,,, t Reinvestment Zone #3 , / I ..i! Exefp lirector Date Jim %hnson 'hD Date Pre ident 3224 Rogers Ave. Fort Worth, TX 76109 (817) 773-0729 APPROVED AS TO LEGAL FORM /.rt� Yut. 1-L�2(ilvl /'/ 1l04 Assistant City Attorney Date ATTEST Rebecca Huerta Date City Secretary Contract for Professional Services Page 5 of 9 EXHIBIT "A" SERVICES 1. Contract Administration Services. Consultant will provide cost and time-to-complete estimates for any work undertaken for the Project; monthly status and billing for work in progress and completed; and timely reporting and completion of any other administrative matters required for the Project. 2. TIRZ Proposal Review: Review TIRZ #3 applications and provide analysis of such proposals based on best practices in real estate and economic development, to include as needed in each specific case: development plan and projections; recommendations of required documentation; and analysis of rate(s) of return and economic gap. 3. Data Services: Provide real estate and economic data as needed to support projections and recommendations for TIRZ revenues, expenditures, and projections, and analysis of applications for TIRZ funding. 4. Budget and Management Projections: Provide the City's Project Manager with work product, such as formulas and analysis in electronic spreadsheets, of tax increment calculations, budgets and projections. 5. Policy Advising: Provide advice based on best practices for TIRZ policy on matters such as incentive and development agreement structure, contract language and administrative processes. 6. Knowledge Transfer: Provide the City's Project Manager with methods, tools and work product used in performing these Services, but not to include written procedure manuals unless production of such manuals is agreed to in writing by both parties to this Agreement. Contract for Professional Services Page 6 of 9 EXHIBIT "B" FORM OF INVOICE Landmark Renewal NVOICE INVOICE# 15-2016-01 DATE 1113/2016 MAILING 3224 Rogers Ave. BILL City of Corpus Christi INFO TO Fort Worth,TX 76109 TIRZ#3 Phone:(817)773-0729 P.O.Box 9277 Email:jimOlandmarkrenewalcom Corpus Christi.TX 78469-9277 Phone: HOURLY SERVICES HOURS RATE AMOUNT, I 125.00 SUBTOTAL $ TAX RATE 0.000% OTHER SERVICES AND CHARGES AMOUNT SUBTOTAL $ TAX RATE 0.000% OTHER COMMENTS TOTAL TAX $ S&H (DISCOUNT) $ Thank You For Your Business! TOTAL $ Make ail checks payable to: Landmark Renewal Contract for Professional Services Page 7 of 9 EXHIBIT "C" RELEASE OF LIABILITY AND COVENANT NOT TO SUE STATE OF TEXAS § COUNTY OF NUECES § This release of liability and covenant not to sue(the "Release") is executed on the date indicated below and is entered into for the purpose of releasing the City of Corpus Christi and its officers, officials, employees, representatives, agents, and volunteers, including the Tax Increment Reinvestment Zone#3 (the"TIRZ#3"), (collectively, the "City") from any and all liability whatsoever arising out of, caused by, or in any way connected with, either proximately or remotely, wholly or in part, participation by Jim Johnson in providing consulting services to the City, which is the subject of the attached contractual agreement ("Agreement")between Jim Johnson and the City, as an agent of the TIRZ#3. I, Jim Johnson, in exchange for the City allowing me to forego the condition of providing a workers' compensation insurance policy as a requirement of the Agreement, do hereby voluntarily enter into the following covenants: 1. I acknowledge that I, individually, employ no other employees or workers other than myself I covenant that I will not enter into an employer-employee relationship with any individual or individuals during the term of the Agreement. I acknowledge that the capacity in which I will be participating in the Agreement is that of an independent contractor and not as an employee or agent of the City. I further understand that, as an independent contractor, I will receive no worker's compensation benefits,health benefits, disability benefits, nor other insurance benefits which might be available to full-time employees of the City and that, as an independent contractor, I am fully responsible for incurring the cost of and paying for any medical services that I may require during the term of the Agreement. 2. I understand that I will participate in this Agreement at my own risk and hereby release, waive, and in all ways relinquish any and all present and future claims against the City which I, my heirs, successors, assigns, or any other person or entity(as used hereinafter collectively, "I") may assert,have, or acquire as a result of any injury, death, property damage, or loss whatsoever to myself or my property arising out of, resulting from, or in any way connected with my participation in the Agreement between myself and the City. 3. I hereby so release, waive, and relinquish any and all such claims, and I further covenant not to claim against or sue the City for any such claim, loss, damage, or expense regardless of whether the same may arise or result from or be caused by any negligence or gross negligence of the City. 4. I acknowledge and understand that there may be risks involved in participating in the Agreement. I voluntarily and knowingly assume any and all such risks and will rely solely on myself and not the City in determining what those risks are. 5. I acknowledge that my services under the Agreement may occur on real property located in Contract for Professional Services Page 8 of 9 the city of Corpus Christi,Nueces County, Texas, and that may be owned, leased, controlled, or managed by the City. Further, I acknowledge that my services under the Agreement may be performed with tools, equipment, and other personal property owned, leased, controlled, or managed by the City. By execution of this Release, it is my express intention to completely absolve the City of all potential liability caused by, arising out of, or incident to my performance of services on City real property and that may be performed with tools, equipment, or other personal property of the City. 6. I desire and agree that this Release shall apply to any and all activities during or in any way connected with my participation in the Agreement and my performance thereunder. 7. I agree that this Release shall be governed by and enforceable under the laws of the State of Texas. Venue shall lie in Nueces County, Texas. 8. I hereby acknowledge that I have carefully read the foregoing Release of Liability and Covenant Not to Sue and, intending to be legally bound, accept each of its terms. EXECUTED IN DXPLICATE, each of which is considered to be an original instrument, o• the day of 5-ave , 2016. 7son STA OF TEXAS § COUNTY OF NUECES �§ ( My name is �l ail/V S� I`fOW J ^ >my (First) (Middle) (Last) address is 313-4 00r6 6Ve re& 1,)Or t (x 76 0 (Street) (City) (State) (Zip Code) and United States of America (Country) I declare under penalty of perjury that the foregoing is true and correct. Executed inounty,State of Texas,on the /44 day of , 40 (Mon ) (Year) .Art) ara Contract for Professional Services Page 9 of 9 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES This agreement is entered into between the City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City), as an agent of the Corpus Christi Tax Increment Reinvestment Zone#3 ("TIRZ#3") and NCF Advisors, LLC dba Landmark Renewal, a Texas limited liability company, 3224 Rogers Avenue, Fort Worth, TX 76109, (Consultant). Recitals: WHEREAS on December 16, 2008, the City Council of the City (the "City Council") approved Ordinance 027996,which established the TIRZ#3 in accordance with Texas Tax Code Chapter 311.TIRZ#3 promotes economic development and stimulates business and commercial activity in its downtown Corpus Christi area (the "Zone"); WHEREAS on August 25, 2015, the City Council approved a Project and Financing Plan (the "Plan") for TIRZ #3; WHEREAS the Board of Directors of TIRZ#3 (the "Board") includes members of the City Council in a non-public-official capacity, as well as a representative from each Nueces County and Del Mar College, who have committed to contribute to TIRZ #3 through Interlocal Agreements created in 2009 and amended in 2012; WHEREAS the Corpus Christi Downtown Management District ("DMD") assists the City with administration of TIRZ #3, recommends projects and recommends a DMD representative to be appointed to the Board through an Interlocal Agreement; WHEREAS on November 10, 2015 the City Council approved Ordinance 030680, which amended Ordinance 027996 and authorized the Board to approve agreements in this form, to be entered into by the City, as the Board considers necessary or convenient to implement the Plan and achieve its purpose; WHEREAS the Plan contained certain programs designed to improve conditions and increase commerce within the Zone; and WHEREAS any reference to "City"or"City Staff," is entirely in agency capacity for TIRZ#3, and further the City as a home-rule municipal corporation is not a party to this agreement; Agreement The parties hereby agree as follows: 1. SCOPE OF PROJECT TIRZ#3 Policy & Financial Consulting — Consultant will provide TIRZ#3 with technical support and expertise to administer the Tax Increment Reinvestment Zone#3 Project and Financing Plan (the Project). The support will mainly consist of policy support related to financial analysis, incentive package structure recommendations, and analysis of TIRZ#3 fund performance. Consultant will also attend TIRZ #3 Board, developer, and review meetings in person as needed. Contract for Professional Services Page 1 of 9 This Project provides for a one-year base contract for the services described in Exhibit "A" and allows for two optional one-year administrative renewals/extensions beyond the original one-year base contract, subject to availability of funding and satisfactory Consultant performance. The Project is intended to be funded with annual appropriations, as needed. 2. SCOPE OF SERVICES The Consultant hereby agrees to perform services under the Project, as detailed in Exhibit "A". In addition, Consultant will provide monthly status updates to report project progress or delays, monthly invoices and ongoing contract administration services, as described in Exhibit "A", under the Project. 3. ADDITIONAL SERVICES The City's Project Manager may ask the Consultant to undertake additional services or tasks, provided that tasks requiring an increase of fee will be mutually agreed and evidenced in writing. Consultant shall notify the City of Corpus Christi within three(3)days of notice if tasks under the Project require an additional fee. Work will not begin on Additional Services until: (1) requested by the City's Project Manager; (2)agreed to by the Consultant,who will provide estimates of costs and schedule; and (3)authorized in writing by the City's Project Manager. 4. FEE The City will pay the Consultant on a monthly basis a fee as described in Exhibit "A" for providing services authorized, billed at $125 per hour, the total fee not to exceed $20,000.00 for the year. This total fee shall include reimbursements for travel expenses to be paid to the Consultant upon approval of the City's Project Manager. No travel expenses shall be reimbursed unless the travel was approved by the City's Project Manager and is connected to the performance of duties under this agreement. Monthly invoices will be submitted to the City's Project Manager in the form of Exhibit "B". The City's Project Manager is responsible for assigning tasks to the Consultant and approving Consultant's daily/weekly/monthly hours and associated fees. The Consultant is required to submit a detailed hourly breakdown with the monthly invoice for payment, subject to review and approval by the City. 5. INDEMNITY Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, or other entity, including the TIRZ#3, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs,to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another Contract for Professional Services Page 2 of 9 entity over which Consultant 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. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. 6. INDEPENDENT CONTRACTOR; NO EMPLOYMENT BENEFITS; RELEASE. A. In performing this Agreement, both the City and Consultant shall act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. Consultant shall perform all professional services as an independent contractor and shall furnish such Services in its own manner and method, and under no circumstance or condition shall an employee, agent, or representative of either party be considered or construed to be an employee, agent, or representative of the other party. B. As an independent contractor, no workers' compensation insurance shall be obtained by City covering the Consultant and employees of the Consultant. The Consultant shall comply with any and all workers' compensation laws pertaining to the Consultant and employees of the Consultant. C. The Consultant acknowledges, understands, and agrees that, as a non-employee of the City, he/she is not entitled to participate in any of the City's employee benefit programs nor are his/her spouse or any dependents entitled to participate. D. The Consultant further acknowledges, understands, and agrees that he/she will perform the Services on City property, away from City property, or a mix of both, as may be agreed upon by the City's Project Manager and the Consultant from time to time. For the purposes of performing Services on City property and with City equipment and in lieu of the Consultant having workers' compensation coverage, the Consultant agrees to execute the Release of Liability and Covenant Not to Sue, which is attached to this Agreement as Exhibit "C" and the contents of which, as a completed instrument, is incorporated by reference into this Agreement as if fully set out in this document. 7. TERMINATION OF CONTRACT The City or the Consultant may, at any time, with or without cause, terminate this contract upon seven days' written notice to the other party at the address of record. In this event, Contract for Professional Services Page 3 of 9 the Consultant will be compensated for his/her services on all stages authorized based upon Consultant 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. QUALIFICATION. Consultant is fully capable and qualified to execute the services in this Agreement and does not require any training from the City. 10.SUBCONTRACTORS. The Consultant shall notify City's Project Manager in advance of the use of subcontractors in connection with the provision of Services and work to be performed under this Agreement. 11.ASSIGNABILITY The Consultant 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 Consultant staff. If the Consultant 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 Consultant fee may be assigned in advance of receipt by the Consultant 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. 12.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 Consultant without the express written consent of the City Manager. However, the Consultant may use standard details that are not specific to this project. 13.DISCLOSURE OF INTEREST Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract, if required. 14.CERTIFICATE OF INTERESTED PARTIES Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this contract, if required. For more information, please review the information on the Texas Ethics Commission website at Contract for Professional Services Page 4 of 9 https://www.ethics.state.tx.us. 15.CONFLICT OF INTEREST Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. 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. 16.ENTIRE AGREEMENT AND CONTROLLING LAW This Agreement represents the entire and integrated Agreement between City and Consultant 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 Consultant. 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. 17.CONFLICT RESOLUTION BETWEEN DOCUMENTS Consultant hereby agrees and acknowledges if anything contained in the Consultant- prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement, this Agreement shall take precedence and control to resolve said conflict. CITY OF C• ' ' `+CHRISTI LANDMARAN EWAL, LLC Age +fs � i Reinvestment Zone#3 iri11e tl i Aar7 , 11 zo t(° Exefip lirector Date Jim /%hnson 'hD Date Pre ident 3224 Rogers Ave. Fort Worth, TX 76109 (817) 773-0729 APPROVED AS TO LEGAL FORM r 24u ( t l S/' /f Assistant City Attorney Date 1.-1K-2--1. __ AUTHO Ictc 9Y MICR. l Cr ATTEST SR! c I a-M/ 1 Rebecca Huerta Date City Secretary Contract for Professional Services Page 5 of 9 EXHIBIT "A" SERVICES 1. Contract Administration Services. Consultant will provide cost and time-to-complete estimates for any work undertaken for the Project; monthly status and billing for work in progress and completed; and timely reporting and completion of any other administrative matters required for the Project. 2. TIRZ Proposal Review: Review TIRZ #3 applications and provide analysis of such proposals based on best practices in real estate and economic development,to include as needed in each specific case: development plan and projections; recommendations of required documentation; and analysis of rate(s) of return and economic gap. 3. Data Services: Provide real estate and economic data as needed to support projections and recommendations for TIRZ revenues, expenditures, and projections, and analysis of applications for TIRZ funding. 4. Budget and Management Projections: Provide the City's Project Manager with work product, such as formulas and analysis in electronic spreadsheets, of tax increment calculations, budgets and projections. 5. Policy Advising: Provide advice based on best practices for TIRZ policy on matters such as incentive and development agreement structure, contract language and administrative processes. 6. Knowledge Transfer: Provide the City's Project Manager with methods, tools and work product used in performing these Services, but not to include written procedure manuals unless production of such manuals is agreed to in writing by both parties to this Agreement. Contract for Professional Services Page 6 of 9 EXHIBIT "B" FORM OF INVOICE Landmark Renewal INVOICE INVOICE# 15-2016-01 DATE 1/13/2016 MAILING 3224 Rogers Ave. BILL City of Corpus Christi INFO TO Fort Worth,TX 76109 TIRZ#3 Phone:(817)773-0729 P.O. Box 9277 Email:jim@landmarkrenewal.com Corpus Christi,TX 78469-9277 Phone: HOURLY SERVICES HOURS RATE AMOUNT 125.00 SUBTOTAL $ TAX RATE 0.000% OTHER SERVICES AND CHARGES AMOUNT j SUBTOTAL $ TAX RATE 0.000% OTHER COMMENTS TOTAL TAX $ S8,11 (DISCOUNT) $ Thank You For Your Business! TOTAL $ Make all checks payable to: Landmark Renewal Contract for Professional Services Page 7 of 9 EXHIBIT "C" RELEASE OF LIABILITY AND COVENANT NOT TO SUE STATE OF TEXAS § COUNTY OF NUECES § This release of liability and covenant not to sue (the "Release") is executed on the date indicated below and is entered into for the purpose of releasing the City of Corpus Christi and its officers, officials, employees, representatives, agents, and volunteers, including the Tax Increment Reinvestment Zone#3 (the"TIRZ#3"), (collectively, the "City") from any and all liability whatsoever arising out of, caused by, or in any way connected with, either proximately or remotely, wholly or in part,participation by Jim Johnson in providing consulting services to the City, which is the subject of the attached contractual agreement ("Agreement")between Jim Johnson and the City, as an agent of the TIRZ#3. I, Jim Johnson, in exchange for the City allowing me to forego the condition of providing a workers' compensation insurance policy as a requirement of the Agreement, do hereby voluntarily enter into the following covenants: 1. I acknowledge that I, individually, employ no other employees or workers other than myself. I covenant that I will not enter into an employer-employee relationship with any individual or individuals during the term of the Agreement. I acknowledge that the capacity in which I will be participating in the Agreement is that of an independent contractor and not as an employee or agent of the City. I further understand that, as an independent contractor, I will receive no worker's compensation benefits,health benefits, disability benefits, nor other insurance benefits which might be available to full-time employees of the City and that, as an independent contractor, I am fully responsible for incurring the cost of and paying for any medical services that I may require during the term of the Agreement. 2. I understand that I will participate in this Agreement at my own risk and hereby release, waive, and in all ways relinquish any and all present and future claims against the City which I, my heirs, successors, assigns, or any other person or entity(as used hereinafter collectively, "I") may assert,have, or acquire as a result of any injury, death, property damage, or loss whatsoever to myself or my property arising out of, resulting from, or in any way connected with my participation in the Agreement between myself and the City. 3. I hereby so release, waive, and relinquish any and all such claims, and I further covenant not to claim against or sue the City for any such claim, loss, damage, or expense regardless of whether the same may arise or result from or be caused by any negligence or gross negligence of the City. 4. I acknowledge and understand that there may be risks involved in participating in the Agreement. I voluntarily and knowingly assume any and all such risks and will rely solely on myself and not the City in determining what those risks are. 5. I acknowledge that my services under the Agreement may occur on real property located in Contract for Professional Services Page 8 of 9 the city of Corpus Christi, Nueces County, Texas, and that may be owned, leased, controlled, or managed by the City. Further, I acknowledge that my services under the Agreement may be performed with tools, equipment, and other personal property owned, leased, controlled, or managed by the City. By execution of this Release, it is my express intention to completely absolve the City of all potential liability caused by, arising out of, or incident to my performance of services on City real property and that may be performed with tools, equipment, or other personal property of the City. 6. I desire and agree that this Release shall apply to any and all activities during or in any way connected with my participation in the Agreement and my performance thereunder. 7. I agree that this Release shall be governed by and enforceable under the laws of the State of Texas. Venue shall lie in Nueces County, Texas. 8. I hereby acknowledge that I have carefully read the foregoing Release of Liability and Covenant Not to Sue and, intending to be legally bound, accept each of its terms. EXECUTED IND� // PLICATE, each of which is considered to be an original instrument, on ' e /4 'day of , 2016. amok MUM Jim Joh .n STATE OF TEXAS § COUNTY OF NUECES § �(' � My name is JOINN-S _�+ L'O'A my (First) (Middle) (Last) address is 32,2.4 golf" boo 76101 (Street) (City) (State) (Zip Code) and United States of America (Country) I declare under penalty of perjury that the foregoing is true and correct. AXIevi Executed in Diueces County,State of Texas,on the 1 day of , 7'01 (Mon h) (Year) -c .":4(11W; -• Contract for Professional Services Page 9 of 9 sous c1iii ,�` w "" s�� SIGNATURE REQUEST U W aPA ikcoApO P RI ES 1852 MEMORANDUM To: Ron Olson, City Manager From: Alyssa M Barrera, Business Liaison anlig Thru: Margie C. Rose, Deputy City Manager /2..._ Date: February 2, 2016 Subject: Consulting Services Agreement w/ Landmark Renewal Explanation of Request: On January 19th, the TIRZ #3 Board motioned to approve a consulting services agreement with Jim Johnson of Landmark Renewal. Prior Approvals Signature from City Manager is: City Council Required City Attorney Desired but not required F Department Head Routine & Reoccurring n ACM Special Circumstances n Other TIRZ #3 ® If special circumstance, please explain: