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HomeMy WebLinkAboutC2021-154 - 6/8/2021 - NA Professional Services Agreement for Facilities Planning Services This Professional Services Agreement ("Agreement") for Facilities Planning Services is entered into by and between the City of Corpus Christi, a Home-Rule Municipality ("City"), and Roberto Reece, ("Contractor") effective for all purposes upon execution by the City Manager or City Manager's designee. 1. CONTRACT ADMINISTRATOR: CONTRACTOR's primary City contact will be with Charles Mendoza, Director of Asset Management, hereinafter known as the "Contract Administrator". The City Manager may redesignate the Contract Administrator at any time. Only the Contract Administrator or the City Manager may assign duties to Contractor unless otherwise directed by the City Manager. 2. SERVICES TO BE PERFORMED: a. City desires CONTRACTOR to provide facility planning services for up to 6 months. b. This contract is terminable with or without cause by the City. Further,this contract does not bind the City for any obligation exceeding$15,000.00 without City Council approval. If CONTRACTOR believes, at any point,that amounts will exceed such limitation, then CONTRACTOR will immediately inform the Contract Administrator. c. CONTRACTOR agrees to perform its services in accordance with the attached GUIDELINES FOR OUTSIDE CONSULTANTS. d. CONTRACTOR shall submit detailed invoices for all services rendered on a monthly basis.All services invoiced to the City by CONTRACTOR are subject to final approval by the Contract Administrator prior to payment. e. Payments due to CONTRACTOR by the City are payable within 30 days after receipt of an acceptable invoice. Payments due to CONTRACTOR will be made payable via direct deposit. 3. INDEPENDENT CONTRACTOR: CONTRACTOR shall perform all professional services as an independent contractor and shall furnish such services in his own manner and method, and under no circumstances or conditions shall an agent,servant,or employee of CONTRACTOR be considered an employee of the City. If CONTRACTOR believes, at any point, that his duties create an employment relationship with City, then CONTRACTOR shall immediately notify his City contact. 4. OUTSIDE ACTIVITIES: Outside consulting or business opportunities are completely allowed under this agreement. CONTRACTOR may accept or engage in outside business opportunities with the understanding that such arrangements must not constitute a conflict of interest with CONTRACTOR's responsibilities under this Agreement. 5. QUALIFICATION: CONTRACTOR represents that CONTRACTOR is fully capable and qualified to execute the services in this agreement and does not require any training from the City. 6. QUALITY OF SERVICE: All work will be done in accordance with the standards of the project planning profession and all services are subject to final approval by a representative of the City prior to payment. 7. CONFIDENTIAL MATTERS AND PROPRIETARY INFORMATION: CONTRACTOR recognizes SCANNED that during the course of contract performance he or she may acquire knowledge or confidential information. CONTRACTOR 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. 8.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. 9.RELATIONSHIP OF PARTIES: In performing this Agreement,both the City and CONTRACTOR 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. 10.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. 11. SOLE AGREEMENT: This Agreement constitutes the sole agreement between the City and CONTRACTOR. Any prior agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement,are of no force and effect. 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. City of Corpus Christi CONTRACTOR Constance Sanchez Roberto Reece Chief Financial Officer e.- u' - .2 oz ! ,j 21 e_ 7l :2 2Q/ Date Date PROVED rEGAL FORM: Assistant City Attorney Date GUIDELINES FOR OUTSIDE CONSULTANTS I. DUTIES OF CONTRACTOR A. Scope of Services We expect matters to be leanly staffed and economically handled. The Contract Administrator will be contacting you to discuss the specific work assignments, possible sharing of work between our in-house staff and your company, and how to work together most efficiently to fulfill the engagement and to constrain costs. Deliverables including but not limited to: • City of Corpus Christi Power Purchase Agreement Work with purchasing department to finalize RFP for Consultant Review contract documents developed by consultant before sending legal Perform liaison activities for the City with Consultant • Energy Conservation Program Engage Energy Services Contractor (Buyboard) to identify Energy Conservation Measures (ECM) Review ECM's and perform analytics to validate ROI and project justification If project is viable review and validate all project contractual agreements before sending to legal • Other duties as assigned Any event or activity which requires in person contact must follow all suggested guidelines for proper social distancing in accordance with those outlined in the most recent Texas Governor's Executive Order. B. Representatiou CONTRACTOR shall coordinate all aspects of its services with the Contract Administrator assigned to this matter. All contact with City Officials must be coordinated through the Contract Administrator. C. Work Products All files and other work products produced under this Agreement, collectively, the "Documents," will be the property of the City of Corpus Christi. Upon termination, CONTRACTOR may retain a copy of the Documents, but CONTRACTOR shall deliver the original Documents to the Contract Administrator on request, at no expense to the City. Neither CONTRACTOR nor any persons hired by CONTRACTOR to prepare Documents pursuant to this contract shall own a copyright or other intellectual property rights in the documents, and the City shall be entitled to copy and distribute all Documents. Copies of documents prepared by CONTRACTOR shall be provided electronically to the City in editable WORD or other electronic format. II.BILLING INSTRUCTIONS Failure to follow these policies may result in no payment for part or all of the fees associated with work that does not comport with these policies.The City will not pay for work outside the scope of work and assignments approved by the Contract Administrator. A. Billing Requirements 1. Itemized bills must be submitted on CONTRACTOR letterhead on a monthly basis. 2. Itemized bills must include a remittance page. 3. CONTRACTOR shall bill time in 1110th of an hour (or smaller) increments. 4. The City will not pay for time spent preparing, discussing, or correcting a billing statement. 5. The City expects inefficiently spent time to be shown on the bill and written off in the sound exercise of billing judgment. 6. Any work product for which the City is billed shall be provided to the City, either electronically or as a paper copy at the time it is completed. 7. A copy of all invoices, bills, and receipts for expenses shall be attached to the monthly bill. 8. Expenses above the limits set forth in the Professional Services Agreement and theseGuidelines shall be borne solely by CONTRACTOR and shall not be reimbursed under this Agreement. B. Billing Statement Requirements All billing statements must contain the following information: 1. IRS taxpayer identification number of CONTRACTOR. 2. A remittance page with the monthly statement. 3. Dates of service and a detailed description of service. Vague descriptions without more specifics are not acceptable. 4. Name, billing rate for the person doing the task, and specific time for service to a tenth of an hour. 5. Detailed listing of all expenses with supporting documentation for all third party expenses. C. inefficient or Duplicate Work The City will not pay for the following; 1. General operating expenses other than long-distance phone bills, postage, and copying (not to exceed 10 cents per page). 2. Unnecessary use of express mail, facsimile transmissions, or couriers. 3. Database usage charges or other fees(other than costs for the time of the researching attorney) for computerized legal research over $200.00 without prior Contract Administrator approval. 3. Automobile mileage exceeding the amount permitted as a business expense under the Internal Revenue Code. 4. Charges for which CONTRACTOR would not be liable in the absence of a reimbursement relationship with the client. D. Travel The City will not pay for: 1. time spent traveling unless productive work is done during that time or a specific arrangement is agreed to in writing with the Contract Administrator in an amendment to this agreement. 2. lodging and meals that exceed the per diem rates established by the U.S. General Services Administration. See http://www.gsa.gov/portal/category/100120 3. alcoholic beverages. III. DUTIES OF CITY A. Payment Terms 1. The City shall pay CONTRACTOR on the basis of monthly invoices submitted by CONTRACTOR and approved by the Contract Administrator or his designee. 2. The City shall make payments to CONTRACTOR within 30 days of receipt of an invoice meeting contract and billing requirements. B. Disputed Payments 1. If the City disputes any item in an invoice CONTRACTOR submits for any reason, the Contract Administrator shall advise CONTRACTOR of the issue and request that CONTRACTOR submit a new invoice of current date that does not include the disputed amount. The City will not pay for time spent discussing or correcting an invoice. 2. If the dispute is later resolved in CONTRACTOR's favor, CONTRACTOR may include the disputed amount on a separate invoice or on a subsequent monthly invoice. IV.GENERAL PROVISIONS A. Right to Audit. The City has the right to inspect and audit all books, records, and documents of CONTRACTOR pertaining to this engagement at any reasonable time, to the extent necessary to verify the accuracy of any statement, charge, or computation. If CONTRACTOR is asked to provide information to the City, including, but not limited to City auditors (either City employees or professionals hired by the City to audit the City's records) or the City finance department, CONTRACTOR shall provide such information at no additional cost to the City. B. TERMINATION. The City may terminate this Agreement with or without cause at any time. Upon receipt of a written request by the City, CONTRACTOR shall immediately discontinue work under the Agreement and transmit all files or written materials to the City.Thereafter, only those facility planning services necessary to effectuate termination of representation or transfer to another contractor may be performed. All such services must be expressly authorized in advance and in writing by the Contract Administrator.