HomeMy WebLinkAboutC2018-088 - 4/24/2018 - Approved ENVIRONMENTAL CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT("Agreement") is made and entered into by and between the
City of Corpus Christ, a Texas home-rule municipal corporation ("City"), acting through its duly
authorized City Manager or designee, and Sarosdy Consulting, Inc., a Texas corporation with its
principal place of business in Austin, Texas ("Consultant").
WITNESSETH:
WHEREAS, Consultant is recognized as an expert in matters involving restoration grant funding
arising from the April 2010 Deepwater Horizon incident and its legal aftermath; and
WHEREAS, Consultant has experience working with contractors managing federal disaster
response and recovery funding for a state agency; and
WHEREAS,the City desires to retain Consultant to provide services related to and in support of
efforts in which Consultant has expertise and experience; and
WHEREAS, Consultant is in the business of providing such consulting services and has agreed to
provide the services in accordance with the terms and conditions set forth in this agreement;
NOW,THEREFORE, in consideration of this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Services Performed By Consultant: Consultant shall furnish the City with its advice,
information,judgment and knowledge with respect to the services related to and in support
of efforts in which Consultant has expertise that is to be provided in accordance with this
Agreement. Specifically, Consultant shall perform the services with respect to Deepwater
Horizon restoration funding described in Exhibit A, which is considered part of the
Agreement in its entirety ("Services").
2. Term:This Agreement is for 12 months, with performance commencing upon the date of
issuance of a notice to proceed from the Contract Administrator. The parties may mutually
extend the term of this Agreement for up to two additional 12-month periods ("Option
Periods"), provided the parties do so in writing and prior to the expiration of the original
term or the then-current Option Period. The City's extension authorization must be
executed by the City Manager or designee.
3. Early Termination: Either party may terminate this Agreement without cause at any time by
giving written notice specifying a termination date at least thirty (30) days subsequent to
the date of the notice. Consultant shall be entitled to payment for services performed prior
to the effective date of termination.
4. Compensation and Payment:The total value of this Agreement is not to exceed FORTY-NINE
THOUSAND FIVE HUNDRED NINETY-FIVE AND ZERO ONE-HUNDREDTHS DOLLARS (549,595.00), payable in
monthly installments as described herein. The first installment should be paid at the end of
the month that includes the effective date of the Agreement in the amount of FOUR
THOUSAND ONE HUNDRED THIRTY-TWO AND EIGHTY-EIGHT ONE-HUNDREDTHS DOLLARS($4,132.88), and
additional monthly installments should be paid at the end of each following month in the
2018-088 1 ONE HUNDRED THIRTY-TWO AND NINETY-TWO ONE-HUNDREDTHS DOLLARS
4/24/18
M2018-065 ty of Corpus Christi and Sarosdy Consulting 03/15/18 Page 1 of 11
Sarosdy Consulting Inc.
INDEXED
($4,132.92), subject to approved extensions and changes. Payment will be made for
Services completed and accepted by the City within 30 days of acceptance, subject to
receipt of an acceptable invoice.
5. Contract Administrator. The Contract Admistrator designed by the City is responsible for
approval of all phases of performance and operations under this Agreement, including
deductions for non-performance and authorizations for payment. The City's Contract
Administrator for this Agreement is as follows:
Sharon Bailey Lewis, Environmental Program Specialist
6. Confidentiality. Consultant shall treat its performance hereunder and all information
generated in the performance of this Agreement, whether the property of City or
Consultant, as confidential, and shall not release such information to any governmental
agency or third party without the written consent of City, unless the release of such
information is required by a lawful court order. Consultant shall not publicize the
performance of services for the City in any sales brochure, resume of work, or reference list
without City's written consent. These obligations shall continue beyond the termination of
this Agreement.
7. Breach: In the event of a breach hereunder and a failure to cure such breach within thirty
(30) days of written notice of such breach, this Agreement may be terminated by either
party upon written notice.
B. Severability:The provisions of this Agreement are severable, and if any one or more
provisions may be determined to be illegal or otherwise unenforceable, in whole or in part,
the remaining provisions, and any partially enforceable provision to the extent enforceable
in any jurisdiction, shall nevertheless be binding and enforceable.
9. Assignment: The rights and obligations of the City under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the City. The rights,
obligations and duties of Consultant hereunder may not be assigned or delegated without
the City's prior written consent.
10. Relationship of the Parties. Consultant is and shall be an independent contractor and,
subject only to the terms of this Agreement, shall have the sole right to supervise, manage,
operate, control, and direct performance of the details incident to its duties under this
Agreement. Nothing contained in this Agreement shall be deemed or construed to create a
partnership or joint venture,to create relationships of an employer-employee or principal-
agent, or to otherwise create for City any liability whatsoever with respect to the
indebtedness, liabilities, and obligations of Consultant. Consultant may not use
subcontractors in connection with the work performed under this Agreement except with
prior written approval of the Contract Administrator. In using subcontractors, the
Consultant is responsible for all of their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Consultant. All requirements set
forth as part of this Agreement, including the necessity of providing a certificate of
insurance in advance to the City as applicable to all subcontractors and their employees to
the same extent as if the Consultant and its employees had performed the work.
Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 2 of 11
11. Warranty: Consultant warrants that all services performed under this Agreement shall be
performed consistent with generally prevailing professional or industry standards. City must
report any deficiencies in Consultant's services to Consultant in writing within sixty (60)
days of performance to receive warranty remedies. City's exclusive remedy for any breach
of the above warranty shall be the re-performance of Consultant's services. If Consultant is
unable to re-perform the services, City shall be entitled to recover the fees paid to
Consultant for the deficient services. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL
OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY
ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO
THIS AGREEMENT.
12.Taxes:The charges included here do not include taxes. Consultant acknowledges and agrees
that it shall be solely responsible to pay any and all taxes including but not limited to
payroll, FICA, corporate and franchise taxes on any moneys earned from City while
performing services contemplated under this Agreement.
13. Notices: Any notices or other communications required or permitted under this Agreement
shall be in writing and shall be deemed to have been duly given and delivered when
delivered in person, three (3) days after being mailed postage prepaid by certified or
registered mail with return receipt requested, or when delivered by overnight delivery
service or by facsimile to the recipient at the following address or facsimile number, or to
such other address or facsimile number as to which the other party subsequently shall have
been notified in writing by such recipient:
If to the City:
City of Corpus Christi
Attn: Sharon Bailey Lewis, Environmental Program Specialist
P.O. Box 9277
Corpus Christi, TX 78469-9277
Phone: (361) 826-4066
Email: SharonL@cctexas.com
If to the Consultant:
Jane Sarosdy
Sarosdy Consulting, Inc.
13505 Lamplight Village Avenue
Austin, TX 78727-1509
Phone: 512.217.1223
Fax: 512.223.2978
Email: jane@sarosdyconsulting.com
1 Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 3 of 11
14. Remedies. Either party's failure to enforce any provision or provisions of this Agreement
shall not in any way be construed as a waiver of any such provision or provisions as to prior
or future violations thereof or of any other provision of this Agreement, nor prevent that
party thereafter from enforcing each and every other provision of this Agreement. The
rights granted the parties herein are cumulative and the waiver by a party of any single
remedy shall not constitute a waiver of such party's right to assert all other legal remedies
available to him or it under the circumstances.
15. Governing Law and Venue. This Agreement shall be governed by, and construed according
to,the substantive laws of the State of Texas, exclusive of conflicts of law provisions. Venue
of any suit brought under this Agreement shall be in a court of competent jurisdiction in
Nueces County, Texas. NOTHING IN THIS PARAGRAPH SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN
IMMUNITY BY CITY.
16. Use of Pronouns. The pronouns used herein shall include, where appropriate, either
gender or both, singular and plural.
17. Entire Agreement. With respect to its subject matter, this Agreement constitutes the entire
understanding of the parties superseding all prior agreements, understandings, negotiations
and discussions between them whether written or oral, and there are no other
understandings, representations, warranties or commitments with respect thereto.
18. Original Documents. This Agreement may be signed in one or more counterparts, each of
which when exchanged will be deemed to be an original, binding upon the parties as if a
single document had been signed by all, and all of which when taken together will
constitute the same agreement. Any true and correct copy of this Agreement made by
customary, reliable means (e.g., photocopy or facsimile) shall be treated as an original.
19. Modifications. No modification to this Agreement, nor any waiver of any rights, will be
effective unless assented to in writing by the party to be charged.
20. Indemnification. CONSULTANT COVENANTS TO FULLY INDEMNIFY, SAVE, AND HOLD
HARMLESS THE CITY, ITS RESPECTIVE OFFICERS, EMPLOYEES,AND AGENTS
("INDEMNITEES")AGAINST ALL LIABILITY, DAMAGE, LOSS, CLAIMS DEMANDS,AND
ACTIONS OF ANY KIND ON ACCOUNT OF PERSONAL INJURIES(INCLUDING,WITHOUT
LIMITING THE FOREGOING,WORKERS' COMPENSATION AND DEATH CLAIMS), OR
PROPERTY LOSS OR DAMAGE OF ANY KIND,WHICH ARISE OUT OF OR ARE IN ANY
MANNER CONNECTED WITH, OR ARE CLAIMED TO ARISE OUT OF OR BE IN ANY MANNER
....CONNECTED WITH CONSULTANT ACTIVITIES CONDUCTED UNDER OR INCIDENTAL TO THIS
AGREEMENT. CONSULTANT MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL THOSE
CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND
ALL ACTIONS BASED ON THOSE CLAIMS AND DEMANDS WITH COUNSEL SATISFACTORY TO
INDEMNITEES,AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COST AND
EXPENSES OF ANY KIND ARISING FROM THE LIABILITY, DAMAGE, LOSS, CLAIMS,
DEMANDS, OR ACTIONS.
21. Insurance. Before performance can begin under this Agreement, Consultant must deliver a
certificate of insurance ("COI") as proof of the required insurance coverages to the City's
Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 4 of 11
Risk Manager and the Contract Administrator. Additionally, the COI must state that the City
will be given at least 30 days' advance written notice of cancellation, material change in
coverage, or intent not to renew any of the policies. The City must be named as an
additional insured. The City Attorney must be provided copies of all insurance policies
within 10 days of the City Manager's written request. Consultant shall provide insurance as
required by the attached Exhibit B.
22. Disclosure of Interests. Consultant agrees to comply with City of Corpus Christi Ordinance
No. 17112 and complete the Disclosure of Interests form as part of this Agreement.
Consultant agrees to comply with Texas Government Code Section 2252.908 and complete
and submit Form 1295 Certificate of Interested Parties. Consultant agres to comply with
Chapter 176 of the Texas Local Government Code and file Form CIQ with the City
Secretary's Office is required. The signatory executing this Agreement on behalf of
Consultant verifies that the Consultant does not boycott Israel and will not boycott Israel
during the term of this Agreement.
23. Non-appropriation of funds. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject to
appropriations and budget approval specifically covering this Agreement as an expenditure in
said budget, and it is within the sole discretion of the City Council to determine whether or
not to fund this Agreement. The City does not represent that this budget item will be
adopted, as said determination is within the City Council sole discretion when adopting each
budget.
24. Duties upon termination or expiration of this Agreement. Within 30 days of termination
or expiration of this Agreement, Consultant shall provide City with copies of all records
created or maintained by Consultant arising under this Agreement.
25.Authority To Execute. The person(s) executing this agreement hereby represent and
warrant that each respectively has the authority to execute this agreement on behalf of the
party for which he is executing.
The remainder of this page is intentionally left blank.
Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 5 of 11
IN WITNESS WHEREOF,the parties have executed this Agreement effective as of the Effective
Date set forth in Paragraph 3 herein.
CITY OF CORPUS CHRISTI Sarosdy Consulting, Inc.
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Margie C. Rose (Date) Zane Sarosdy , (Date)
City Manager President
13505 Lamplight Village Avenue
,� � Austin, TX 78727
ATTEST: CCA C RTA l t " 5ustin, -1223 Office
RE ECCA HUERTA
CITY SECRETARY 512/233-2978 Office Fax
RECOMMENDED
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Daniel McGinn (Date)
Assistant Director of Environmental and
Strategic Initiatives
7R0 ED
'Oe of Management and Budgetfilt
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APPROVED AS TO LEGAL FORM
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Project Number:XXXXXXXXXXXX 4ECRFfAQ�
Funding Source:530000-4010-30030
Encumbrance Number:
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Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 6 of 11
EXHIBIT A
SCOPE OF SERVICES
As part of the City of Corpus Christi's contract with Sarosdy Consulting, Inc. ("Consultant"),
the City requires the following Scope of Services:
• Task 1: Provide assistance in developing strategies to achieve successful outcomes for
available grant funds from Deepwater Horizon restoration funders (e.g., Gulf Coast
Ecosystem Restoration Council, National Fish &Wildlife Foundation, Deepwater
Horizon Natural Resource Damage Assessment Trustees, TCEQ's RESTORE Act Grant
Program)to support City's environmental, infrastructure, economic sustainability and
resiliency goals.
• Task 2: Provide assistance to City staff as appropriate by helping to formulate and
review project goals, budgets, scopes of work, estimated budgets, permit applications
(where applicable), and similar documents to develop projects aligned with the
Deepater Horizon funders' and the State of Texas' frameworks, guidelines, or other
relevant plans for available restoration grant funding opportunities which achieve City's
environmental, infrastructure, economic sustainability and resiliency goals.
• Task 3: Assist in coordinating the collection of critical environmental, economic,
financial, demographic, and other necessary data for projects aligned with the
---- ---Deepwater Horizon restoration funders' and the State of Texas' frameworks, guidelines,
or other relevant plans and to advocate the City's project submittals and promote
successful grant award funding decisions.
• Task 4:With the review and approval of City departmental staff, prepare and submit
applications for available grant funding opportunities which achieve City's
environmental, infrastructure, economic sustainability and resiliency goals for projects
aligned with the Deepwater Horizon restoration funders' and the State of Texas'
frameworks, guidelines, or other relevant plans.
• Task S:Assist in developing partnerships and collaborations on project submittals with
other governmental entities and non-governmental organizations which achieve City's
environmental, infrastructure, economic sustainability and resiliency goals for projects
aligned with the Deepwater Horizon restoration funders' and the State of Texas'
frameworks, guidelines, or other relevant plans.
• Task 6: Provide assistance to City staff to gain an understanding of federal and state
disaster response and recovery programs of potential benefit to the City in the
aftermath of Hurricane Harvey and guidance as appropriate in procuring and working
with contractors to help the City obtain funding and reimbursement through such
programs.
• Task 7: Work with any necessary subcontractors or consultants approved by City
Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 7 of 11
contract administrator/project manager to accomplish the tasks and achieve the
successful outcomes of the contract.
• Task 8: Attend meetings, conferences, hearings, and events as assigned by the contract
manager or project manager to represent the City and its interests. May be authorized
to speak on behalf of the City.
• Task 9: Additional duties may be requested by the contract manager or project manager
to accomplish the tasks and achieve the successful outcomes of the contract.
Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 8 of 11
EXHIBIT B
INSURANCE REQUIREMENTS
CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this contract until all insurance required has
been obtained_and such insurance has been approved by the City. Contractor must not
allow any subcontractor, to commence work until all similar insurance required of any
subcontractor has been obtained.
B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1)
copy of Certificates of Insurance 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 by endorsement, and a waiver of subrogation endorsement is required
on GL, AL and WC if applicable. Endorsements must be provided with Certificate of
Insurance. Project name and/or number must be listed in Description Box of Certificate of
Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material change Per occurrence- aggregate
or termination required on all certificates
and policies.
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $1,000,000 Aggregate
1. Commercial Broad Form
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
WORKERS'S COMPENSATION Statutory and complies with Part II of this
(All States Endorsement if Company is not Exhibit.
domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 9 of 11
ERRORS & OMMISSIONS $1,000,000 Per Occurrence
$2,000,000 Aggregate
C. In the event of accidents of any kind related to this contract, Contractor must furnish the
Risk Manager with copies of all reports of any accidents within 10 days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor 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 statutory amounts according to the Texas
Department of Insurance,Division of Workers' Compensation. An All States Endorsement
shall be required if Contractor is not domiciled in the State of Texas.
B. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor'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.
C. Contractor shall be required to submit renewal certificates of insurance throughout the term
of this contract and any extensions within 10 days of the policy expiration dates. All
notices under this Exhibit shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Contractor agrees that, with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, and volunteers, as additional insureds
by endorsement with regard to operations, completed operations, and activities of or on
behalf of the named insured performed under contract with the City, with the exception of
the workers' compensation policy;
• 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;
Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 10 of 11
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any,
cancellation, non-renewal, material change or termination in coverage and not less than ten
(10) calendar days advance written notice for nonpayment of premium.
E. Within five (5) calendar days of a cancellation, non-renewal, material change or
termination of coverage, Contractor shall provide a replacement Certificate of Insurance
and applicable endorsements to City. City shall have the option to suspend Contractor's
performance should 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.
F. In addition to any other remedies the City may have upon Contractor'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 Contractor to stop work hereunder, and/or
withhold any payment(s) which become due to Contractor hereunder until Contractor
demonstrates compliance with the requirements hereof.
G. 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 subcontractor's performance of the work covered under
this contract.
H. It is agreed that Contractor'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 contract.
I. It is understood and agreed that the insurance required is in addition to and separate from
any other obligation contained in this contract.
2018 Insurance Requirements
City of Corpus Christi - Environmental Program
Consulting Services
03/27/2018 cg Risk Management
Valid Through 12/31/2018
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