HomeMy WebLinkAboutC2016-176 - 4/19/2016 - Approved I
Professional Services Agreement
for Contract Legal Counsel (FY 2015-2016)
This Professional Services Agreement("Agreement") for Outside Legal Counsel is entered into by and
between the City of Corpus Christi, a Home-Rule Municipality ("Client"), and Julian Grant,
Attorney-at-Law, ("Counsel") effective for all purposes upon execution by the City Manager or City
Manager's designee.
Section 1: Licensure
Counsel warrants and agrees that Counsel is licensed to practice law in the State of Texas without
limitation. Counsel must maintain Counsel's license to practice law in good standing throughout
the term of this Agreement. If Counsel is no longer be authorized to practice law in the State of
Texas, this contract will terminate immediately.
Section 2: Effective Date,Term,Termination
a. The term of this agreement is from October 1, 2015 through September 30, 2016 (FY 2015-
2016) unless sooner terminated.
b. Either party may terminate this agreement by giving at least 10 days'written notice to the other
of its intent to terminate this agreement. Such termination may be made with or without cause.
During the 10-day period after such notice is sent,the parties shall continue to act toward each other
in good faith. In such event of termination without cause, Client will be invoiced for the actual time
and charges accumulated through the date of termination.
c. Counsel's primary Client contact will be with Lisa Aguilar, known hereinafter as the "primary
Client contact". The City Attorney may redesignate this primary Client contact at any time. Only
the primary Client contact or the City Attorney may assign duties to Counsel unless otherwise
directed by the City Attorney.
Section 3: Services to be Performed
Client desires Counsel to perform and Counsel agrees to perform, the following duties:
Development Services (general advice, attend meetings of Planning Commission, attend
meetings of Zoning Board of Adjustment), Sales Tax advice as requested, Economic
Development(advice& selected meetings of Type A Board),selected ABC Center matters,
selected Downtown matters, selected Construction matters, selected CVB matters,
selected intergovernmental relations matters, selected financing & bond matters, other
legal matters as requested by Client contact.
All duties assigned to Counsel shall be appropriate to and consistent with the professional
role and responsibility of Counsel.
Section 4: Fee for Services
a. Total cost for all services provided by Counsel and all expenses incurred by Counsel under this
Agreement shall not exceed $75,000 unless expressly authorized by written amendment to this
Agreement.
b. Client will pay Counsel a fee for the Services on the following terms: $50.00 per hour.
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Julian Grant
c. Counsel shall submit detailed invoices for all services rendered on a weekly basis. All services
invoiced to the Client by Counsel are subject to final approval by the City Attorney prior to
payment. Payments due to Counsel by the Client are payable within 30 days upon receipt of an
acceptable invoice.
Section 5: Hours of Work
This contract does not guarantee any specific amount of hours of work. Hours will be as
necessary to provide for completion of the task. For budgeting purposes, Counsel shall not
generally provide more than 30 hours of work per week to Client. If Counsel exceeds 30 hours
of work in any work week, then Counsel will reduce the hours in the following three weeks by
the number of hours in which the 30-hour limit was exceeded in a manner that ensures that no
more than 120 hours are worked in any four-week period. This hourly limit may be waived for
any week by written authorization of the City Attorney.
Section 6: Appropriation of Funds
All parties recognize that the continuation of any contract after the close of any fiscal year of Client,
which fiscal year ends on September 30th of each year, shall be subject to appropriations and budget
approval providing for covering such contract item as an expenditure in said budget. Client does
not represent that the budget item will be actually adopted, said determination being within the sole
discretion of the City Council at the time of adoption of such budget.
Section 7: Independent Contractor
Counsel shall perform all professional services as an independent contractor and shall furnish such
services in its own manner and method, and under no circumstances or conditions shall an agent,
servant, or employee of Counsel be considered an employee of the Client. If Counsel believes, at
any point, that its duties create an employment relationship with Client, then Counsel shall
immediately notify its primary Client contact in writing. Further, Counsel agrees that:
a. Counsel is permitted and encouraged to maintain clients other than the City of Corpus
Christi;
b. Counsel is not solely economically dependent on Client for Counsel's support;
c. Counsel is responsible for its own training. If Counsel receives any training by Client;
Counsel's training is provided only to the extent such training corresponds with training
provided to Client's employees;
d. Counsel will notify Client of any necessary changes to its scheduled services with Client at
least one week in advance;
e. Counsel's services to Client may be provided on-site or off-site, depending on the nature of
each task;
f. Counsel represents that Counsel has provided Counsel's own tools necessary to provide
services to the Client. Client may provide tools as necessary to increase efficiency of
provision of services to Client;
g. Counsel is an independent contractor, so Counsel is not required to follow Client's human
resources policies;
h. Counsel is not entitled to travel expenses EXCEPT with the prior written approval of the
primary Client contact on a case-by-case basis for the sole benefit of Client;
i. Counsel is not required to provide full-time services to Client. In no week will Counsel
provide more than 40 hours of service to Client. Hours of work will vary according to tasks
required of Counsel.
j. Counsel maintains its own external or home office at the aforementioned location.
k. Counsel will invoice Client on a weekly basis, with payment to be provided within 30 days
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after submission of invoice. Counsel shall provide information on said invoices as required
by the primary Client contact.
Section 8: Federal and State Taxes
Counsel is an independent contractor and is not an employee.Accordingly,Client shall not withhold
income tax, payroll tax, social security tax, FICA, unemployment taxes, or any other taxes or fees
unless such withholding is required by law for independent contractors. Counsel will provide the
Client with a completed I.R.S. Form W-9, Request for Taxpayer Identification Number and
Certification. Client will provide Counsel with a 1099 annually.
Section 9: Notice to Counsel about Its Tax Duties and Liabilities
Counsel understands that he or she is responsible to pay, according to law, Counsel's income taxes.
If Counsel is not a corporation, Counsel further understands that Counsel may be liable for self-
employment (social security) tax, to be paid by Counsel according to law.
Section 10: Responsibility for Workers' Compensation
No workers'compensation insurance shall be obtained by Client covering Counsel or employees of
Counsel. Counsel shall maintain a high standard of care when on Client's property and shall
indemnify, defend, and hold Client harmless for any injury occurring to Counsel as a result
of any condition of Client's property and for any actions of Counsel, regardless of the hidden
nature of the condition or Client's contributory negligence in maintaining such condition.
Section 11: Employment Benefits
Counsel acknowledges that as a non-employee of Client, he or she is not entitled to participate in
any of Client's employee benefit programs, nor are his or her spouse or any dependents. Counsel
hereby waves his or her right to participate in any such programs including pension,health or other
fringe benefits.
Section 12: Outside Activities
Outside consulting or business opportunities are completely allowed under this agreement. Counsel
may accept or engage in outside business opportunities with the understanding that such
arrangements must not constitute a conflict of interest with Counsel's responsibilities under this
Agreement.
Section 13: General Business Expenses
Client shall not be liable to Counsel for any expenses paid or incurred by Counsel unless otherwise
agreed to in writing.
Section 14: Assignability
Counsel shall not assign, transfer, or delegate any of his/her obligations or duties in this Contract
to any other person without the prior written consent of the Client. The performance of this
Agreement by Counsel is the essence of this Agreement and Client's right to withhold consent to
such assignment shall be within the sole discretion of the Client on any grounds whatsoever.
Section 15: Qualification
Counsel is fully capable and qualified to execute the services in this agreement and does not require
any training from the Client.
Section 16: Quality of Service
All work will be done in accordance with the standards of the legal profession and all services are
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subject to final approval by a representative of the Client prior to payment.
Section 17: Subcontractors
Counsel may not use any subcontractor in connection with the work performed under this
Agreement unless the subcontractor is approved in writing by the primary Client contact.
Section 18: Indemnification
COUNSEL MUST INDEMNIFY AND HOLD CLIENT AND CLIENT'S OFFICERS,
EMPLOYEES AND AGENTS ("INDEMNITEES") HARMLESS OF, FROM, AND
AGAINST ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSSES, COSTS,
LIABILITIES, EXPENSES, AND JUDGMENTS RECOVERED FROM OR ASSERTED
AGAINST INDEMNITEES ON ACCOUNT OF INJURY OR DAMAGE TO PERSON OR
PROPERTY TO THE EXTENT ANY SUCH DAMAGE OR INJURY MAY BE INCIDENT
TO, ARISE OUT OF, OR BE CAUSED BY, OR BE IN ANY WAY CONNECTED WITH,
EITHER PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, THE
PERFORMANCE OF THIS AGREEMENT, AN ACT OR OMISSION,NEGLIGENCE OR
MISCONDUCT ON THE PART OF COUNSEL, OR ANY OF COUNSEL'S AGENTS,
SERVANTS, CONTRACTORS, OR EMPLOYEES IN PERFORMANCE OF THIS
AGREEMENT. COUNSEL AGREES TO INDEMNIFY AND SAVE HARMLESS CLIENT,
ITS AGENTS, SERVANTS, AND EMPLOYEES, ("INDEMNITEES"), FROM ANY AND
ALL LIABILITIES, LOSSES, DAMAGES, OR EXPENSES, INCLUDING ATTORNEY'S
FEES RESULTING FROM THE NEGLIGENCE OR ACTS OR OMISSIONS OF
COUNSEL, ITS EMPLOYEES, OFFICERS, AGENTS OR CONTRACTORS, WHILE IN
PERFORMANCE OF THIS AGREEMENT.
Section 19: Confidential Matters and Proprietary Information
Counsel recognizes that during the course of contract performance he or she may acquire
knowledge or confidential information. Counsel agrees to keep all such confidential information in
a secure place and further agrees not to publish, communicate, divulge, use, or disclose, directly or
indirectly, for his or her own benefit or for the benefit of another, either during or after contract
performance, any such confidential information. Upon termination or expiration of this Agreement,
Counsel shall deliver all records, data, information, and other documents produced or acquired
during the performance of this Agreement and all copies thereof to Client. Such material shall
remain the property of Client.
Section 20: Venue and Applicable Law
This Agreement shall be subject to all Federal, State and local laws. All duties of the parties shall
be considered to have been performed in the City of Corpus Christi,Texas for the purpose of venue
for any dispute. The applicable law for any legal disputes arising out of this Agreement shall be the
law of Texas and such forum and sole venue for such disputes shall be the appropriate court in
Nueces County, Texas.
Section 21: Waiver
No waiver of any breach of any term, or condition of this Agreement, shall be construed to waive
any subsequent breach of the same.
Section 22: Conflict of Interests
Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form
CIQ with the Client Secretary's Office, if required.
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Section 23: Captions
The captions in this Agreement are for convenience only and are not a part of this Agreement. The
captions do not in any way limit or amplify the terms and provisions of this Agreement.
Section 24: Notices
Notices shall be in writing and delivered to:
To Client's office at:
City Attorney's Office
Att: Laurie Ledesma-Garcia
1201 Leopard
Corpus Christi, Texas 78401
To Counsel's office at:
Name e, TU i)4
Street Address 6 ��, ,•
Client, State, Zip P. Mar
Phone No:
Section 25: No Waiver
No waiver of any covenant or condition, or the breach of any covenant or condition of this
Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the
Agreement.
Section 26: Amendments or Modifications
No amendments or modifications to this Agreement may be made,nor any provision waived,unless
in writing signed by a person duly authorized to sign agreements on behalf of each party.
Section 27: Relationship of Parties
In performing this Agreement, both the Client and Counsel shall act in an individual capacity, and
not as agents, representatives, employees, employers,partners,joint-venturers, or associates of one
another. The employees or agents of either party may not be,nor be construed to be,the employees
or agents of the other party for any purpose.
Section 28: Severability
If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this
Agreement or the application of this Agreement to any person or circumstance is, to any extent,
held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court
of competent jurisdiction, then the remainder of this Agreement, or the application of the term or
provision to persons or circumstances other than those as to which it is held illegal, invalid, or
unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties
to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of
this Agreement be given full force and effect for its purpose. To the extent that any clause or
provision is held illegal, invalid, or unenforceable under present or future law effective during the
term of this Agreement,then the remainder of this Agreement is not affected by the law, and in lieu
of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in
terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal,
valid, and enforceable, will be added to this Agreement automatically.
Section 29: Background Investigation of Counsel
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If required by Client, Counsel agrees to submit to a full background investigation prior to the
performance of any services under this Agreement, which may include but is not limited to a
criminal history check and fingerprinting. The discovery of an undisclosed criminal conviction may
be grounds for immediate termination of this Agreement without prior notice by the Client, as may
the conviction of Counsel during the term of the Agreement of any criminal offense.
Section 30: Criminal Arrest and Convictions
Counsel certifies that Counsel does not have any convictions, deferred adjudication, or
unadjudicated arrest for any criminal offense constituting a Class B misdemeanor, Class A
misdemeanor, or felony, except as disclosed as follows:
During the term of this Agreement, Counsel will immediately notify the Client in writing of any
arrest or conviction for a criminal offense constituting a class B misdemeanor, Class A
misdemeanor, or felony.
Section 31: Sole Agreement
This Agreement constitutes the sole agreement between the Client and Counsel. Any prior
agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in
this Agreement, shall not be binding on the Client.
EXECUTED by the PARTIES, both of which hereby represent that the signatures to this
AGREEMENT, below, are of those persons with the capacity and authority to legally bind the
PARTIES.
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CERTIFICATE OF INTERESTED PARTIES
FORM 1295
Soft
Complete Nos.1-4 and 6d there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-28075
Law Office of Julian Grant
Georgetown,TX United States Date Fled:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/18/2016
being filed.
City of Corpus Christi Date,Ac dged:
g Provide the identification number used by the governmental entity or state agency to track or identify theattract, d provide a
-42
description of the goods or services to be provided under the contract
root
Legal Services
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
5 Check only if there Is NO Interested Party. o
X glitL.x j 3,440j
6 AFFIDAVIT I swear,or affirm,under
penalty of perjury,that the above disclosure is true and correct
1 `ev HEATHER FULLER l ' 5/0-11/44k
1 t „. Notary Public Si.i.1 re of authorized agent of contracting business entity
I' 14a4;.�' STATE OF TEXAS
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Sworn to and subscribed before me,by the said �vg 1 1`.1'bb " ` VA ,this the 1t day of 11A, ___.
20 t‘n ,to certify which,witness my hand and seal of office.
1/\ \\� '�x coax N10A- 1
Signature of officer administe ng Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312
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