CM-2019-0151 - 5/24/2019CITY OF ROUND ROCK AGREEMENT FOR
PERSONAL SERVICES FOR
THE FIRE DEPARTMENT'S CHAPLAINCY PROGRAM WITH
JOHN PATTERSON
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
§
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT for personal services related to chaplaincy services for the City of
Round Rock's Fire Department (the "Agreement') is made by and between the CITY OF
ROUND ROCK, a Texas home -rule municipal corporation with offices located at 221 East Main
Street, Round Rock, Texas 78664-5299 (the "City'), and John Patterson ("Chaplain Patterson").
RECITALS:
WHEREAS, the City's Fire Department ("RRFD") has a Chaplain Program to provide
spiritual and emotional support to all members of the Department and their families, as well as to
members of the community; and
WHEREAS, the Local Government Code allows an exemption in Section 252.024(a)(4)
to competitive bidding requirements for the procurement of personal services; and
WHEREAS, City desires to contract for Chaplain Patterson's personal services as a
chaplain for the RRFD; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder.
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.4 EFFECTIVE DATE, DURATION, TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein or is terminated.
The tern of this Agreement shall be for thirty-six (36) months from the date of execution.
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City reserves the right to review the Agreement at any time, and may elect to terminate
the Agreement with or without cause or may elect to continue.
2.0 SCOPE OF SERVICES
Chaplain Patterson shall satisfactorily provide all services described herein and as set
forth in Exhibit "A," attached hereto and incorporated herein by reference.
Chaplain Patterson's undertaking shall be limited to performing services for City
concerning those matters on which Chaplain Patterson has been specifically engaged. Chaplain
Patterson shall perform services in accordance with this Agreement, in accordance with the
appended Exhibit "A" and in accordance with due care and prevailing standards for comparable
services.
3.0 LIMITATION TO SCOPE OF SERVICES
Chaplain Patterson and City agree that the scope of services to be performed is described
in Exhibit "A" and herein, and may not be changed without the express written agreement of the
parties.
4.0 CONTRACT AMOUNT
Payment for Services: In consideration for the personal services to be performed by
Chaplain Patterson, City agrees to pay Chaplain Patterson as invoiced for services rendered at a
rate of Fifteen and No/100 Dollars (515.00) per hour.
Not -To -Exceed Amount: The total amount to be paid shall not exceed Fifteen
Thousand and No/100 per year ($15,000.00) and shall not exceed a total Forty -Five and
No/100 Dollars (545,000.00) for the term of the Agreement.
Payment for Reimbursable Expenses: There are no reimbursable expenses.
5.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Chaplain Patterson shall prepare and submit detailed
invoices to the City, in accordance with the delineation contained herein, for services rendered.
Such invoices for personal services shall track the referenced Scope of Work, and shall detail the
services performed, along with documentation for each service performed. Payment to Chaplain
Patterson shall be made on the basis of the invoices submitted by Chaplain Patterson and
approved by the City. Such invoices shall conform to the schedule of services and costs in
connection therewith. Should additional backup material be requested by the City, Chaplain
Patterson shall comply promptly.
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Chaplain Patterson and to adjust same to
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meet the requirements of this Agreement. Following approval of an invoice, the City shall
endeavor to pay Chaplain Patterson promptly, but no later than the time period required under
the Texas Prompt Payment Act described in Section 8.01 herein. Under no circumstances shall
Chaplain Patterson be entitled to receive interest on payments which are late because of a good
faith dispute between Chaplain Patterson and the City or because of amounts which the City has
a right to withhold under this Agreement or state law. The City shall be responsible for any
sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon
Chaplain Patterson's net income.
6.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Chaplain Patterson will be made within thirty (30) days of the date the City
receives goods under this Agreement, the date the performance of the services under this
Agreement are completed, or the date the City receives a correct invoice for the goods or
services, whichever is later. Chaplain Patterson may charge interest on an overdue payment at
the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in
accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt
Payment Policy does not apply to payments made by the City in the event:
(a) There is a bona fide dispute between the City and Chaplain Patterson about
the service performed that cause the payment to be late; or
(b) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(c) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
7.0 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may effect
such termination by giving Chaplain Patterson a written notice of termination at the end of its
then- current fiscal year.
8.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Chaplain
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Patterson shall not perform any work or incur any additional costs prior to the execution, by both
parties, of such Supplemental Agreement. Chaplain Patterson shall make no claim for extra
work done or materials furnished unless and until there is full execution of any Supplemental
Agreement, and the City shall not be responsible for actions by Chaplain Patterson nor for any
costs incurred by Chaplain Patterson relating to additional work not directly authorized by
Supplemental Agreement.
9.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Chaplain Patterson that either party may
terminate this Agreement for the convenience of the party, upon thirty (30) days' written notice
to the non -terminating party, with the understanding that immediately upon receipt of said notice
all work being performed under this Agreement shall cease. Chaplain Patterson shall invoice the
City for work satisfactorily completed and shall be compensated in accordance with the terms
hereof for work accomplished prior to the receipt of said notice of termination. Chaplain
Patterson shall not be entitled to any lost or anticipated profits for work terminated under this
Agreement. Unless otherwise specified in this Agreement, all data, information, and work
product related to this project shall become the property of the City upon termination of this
Agreement, and shall be promptly delivered to the City in a reasonably organized form without
restriction on future use. Should the City subsequently contract with a new chaplain for
continuation of service on the project, Chaplain Patterson shall cooperate in providing
information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
City and the terminated party to fulfill contractual obligations. Termination under this section
shall not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Chaplain Patterson in performing the work to the date of default.
The cost of the work that is useable to the City, the cost to the City of employing another firm to
complete the useable work, and other factors will affect the value to the City of the work
performed at the time of default. Neither party shall be entitled to any lost or anticipated profits
for work terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
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Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
10.0 CITY'S RESPONSIBILITIES
Full! information: The City shall provide full information regarding project
requirements. The City shall have the responsibility of providing Chaplain Patterson with such
documentation and information as is reasonably required to enable Chaplain Patterson to provide
the services called for. The City shall require its employees and any third parties who are
otherwise assisting, advising or representing the City to cooperate on a timely basis with
Chaplain Patterson in the provision of its services. Chaplain Patterson may rely upon written
information provided by the City and its employees and agents as accurate and complete.
Chaplain Patterson may rely upon any written directives provided by the City or its designated
representative concerning provision of services as accurate and complete.
Required materials: Chaplain Patterson's performance requires receipt of all requested
information reasonably necessary for provision of services. Chaplain Patterson agrees, in a
timely manner, to provide City with a comprehensive and detailed information request list, if
any.
11.0 INDEPENDENT CONTRACTOR STATUS
Chaplain Patterson is an independent contractor, and is not the City's employee. This
Agreement does not create a partnership, employer-employee, or joint venture relationship. No
party has authority to enter into contracts as agent for the other party. Chaplain Patterson and the
City agree to the following rights consistent with an independent contractor relationship:
(1) Chaplain Patterson has the right to perform services for others during the term
hereof.
(2) Chaplain Patterson has the sole right to control and direct the means, manner and
method by which it performs its services required by this Agreement.
(3) Chaplain Patterson shall perform services required hereunder, and the City shall
not hire, supervise, or pay assistants to help Chaplain Patterson.
(4) Chaplain Patterson shall receive training if required from the City in skills
necessary to perform services required by this Agreement.
(5) City shall not require Chaplain Patterson to devote full time to performing the
services required by this Agreement.
(6) Chaplain Patterson is not eligible to participate in any employee pension, health,
vacation pay, sick pay, or other fringe benefit plan of the City.
12.0 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Chaplain
Patterson in connection with services to be performed under this Agreement, and any and all data
and information gathered by Chaplain Patterson, shall be held in confidence by Chaplain
Patterson as set forth hereunder. Each party agrees to take reasonable measures to preserve the
confidentiality of any proprietary or confidential information relative to this Agreement, and to
not make any use thereof other than for the performance of this Agreement, provided that no
claim may be made for any failure to protect information that occurs more than three (3) years
after the end of this Agreement. The parties recognize and understand that the City is
subject to the Texas Public Information Act and its duties run in accordance therewith.
13.0 WARRANTIES
Chaplain Patterson represents that all services performed hereunder shall be performed
consistent with generally prevailing professional or industry standards, and shall be performed in
a professional and workmanlike manner. Chaplain Patterson shall re -perform any work not in
compliance with this representation.
14.0 LIMITATION OF LIABILITY
Should any of Chaplain Patterson's services not conform to the requirements of the City
or of this Agreement, then and in that event the City shall give written notification to Chaplain
Patterson; thereafter, (a) Chaplain Patterson shall either promptly re -perform such services to the
City's satisfaction at no additional charge, or (b) if such deficient services cannot be cured within
the cure period set forth herein, then this Agreement may be terminated for default.
In no event will Chaplain Patterson be liable for any loss, damage, cost or expense
attributable to negligence, willful misconduct or misrepresentations by the City, its directors,
employees or agents.
15.0 INDEMNIFICATION
Chaplain Patterson shall save and hold harmless City and its officers and employees
from all claims and liabilities due to activities of his/her/itself and his/her/its agents or
employees, performed under this Agreement, which are caused by or which result from the
negligent error, omission, or negligent act of Chaplain Patterson or of any person employed by
Chaplain Patterson or under Chaplain Patterson's direction or control.
Chaplain Patterson shall also save and hold City harmless from any and all expenses,
including but not limited to reasonable attorneys' fees which may be incurred by City in
litigation or otherwise defending claims or liabilities which may be imposed on City as a result
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of such negligent activities by Chaplain Patterson, its agents, or employees.
16.0 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither parry may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
17.0 LOCAL, STATE AND FEDERAL TAXES
Chaplain Patterson shall pay all income taxes, and FICA (Social Security and Medicare
taxes) incurred while performing services under this Agreement. The City will not do the
following:
(1) Withhold FICA from Chaplain Patterson's payments or make FICA payments on
its behalf,
(2) Make state and/or federal unemployment compensation contributions on Chaplain
Patterson's behalf; or
(3) Withhold state or federal income tax from any of Chaplain Patterson's payments.
If requested, the City shall provide Chaplain Patterson with a certificate from the Texas
State Comptroller indicating that the City is a non-profit corporation and not subject to State of
Texas Sales and Use Tax.
18.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Chaplain Patterson shall use best efforts to comply with all applicable federal and
state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all
applicable rules and regulations promulgated by local, state and national boards, bureaus and
agencies.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and/or services unless the contract
contains written verification from the company that it: (1) does not boycott Israel; and (2) will
not boycott Israel during the tern of this contract. The signatory executing this Agreement
verifies the signatory does not boycott Israel and will not boycott Israel at any tern of this
Agreement
19.0 FINANCIAL INTEREST PROHIBITED
Chaplain Patterson covenants and represents that Chaplain Patterson will have no
financial interest, direct or indirect, in the purchase or sale of any product, materials or
equipment that will be recommended or required hereunder.
20.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Chief Robert Isbell and/or his Designees
Round Rock Fire Department
203 Commerce Boulevard
Round Rock, TX 78664
21.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Chaplain Patterson:
John Patterson, Chaplain
12503 Wistful Cove
Austin, TX 78729
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Chaplain Patterson.
22.0 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terns or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
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be governed by and construed in accordance with the laws and court decisions of Texas.
23.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terns of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
24.0 DISPUTE RESOLUTION
The City and Chaplain Patterson hereby expressly agree that no claims or disputes
between the parties arising out of or relating to this Agreement or a breach thereof shall be
decided by any arbitration proceeding, including without limitation, any proceeding under the
Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
25.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be detennined void.
26.0 STANDARD OF CARE
Chaplain Patterson represents that it is specially trained, experienced and competent to
perform all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed by Chaplain Patterson in a manner acceptable to
the City and according to generally accepted business practices.
27.0 GRATUITIES AND BRIBES
City, may by written notice to Chaplain Patterson, cancel this Agreement without
incurring any liability to Chaplain Patterson if it is determined by City that gratuities or bribes in
the form of entertainment, gifts, or otherwise were offered or given by Chaplain Patterson or its
agents or representatives to any City Officer, employee or elected representative with respect to
the performance of this Agreement. In addition, Chaplain Patterson may be subject to penalties
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stated in Title 8 of the Texas Penal Code.
28.0 INSURANCE
Chaplain Patterson shall meet the insurance requirements required by the City.
29.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure an anticipatory repudiation of this Agreement.
30.0 MISCELLANEOUS PROVISIONS
Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure,
delay or default in performance of any obligation hereunder shall constitute an event of default
or breach of this Agreement, only to the extent that such failure to perform, delay or default
arises out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement.
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement may be executed in multiple counterparts,
which taken together shall be considered one original. The City agrees to provide Chaplain
Patterson with one fully executed original.
[Signatures on the following page.]
to
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas
By:
Printed m
Title:
Date Signed:
For City, Attest:
�iri L. White, City Clerk
For 4City,ppved as to F rm:
Bheets, City Attorney
John Patters rp
By-
Printed ame: 0-v N N D . 17ATTE Saw
Title: I CN*PLAfnl
Date Signed: 5-11.3 /ZoFr
EXHIBIT "A"
Scope of Services
• Respond to emergency situations as appropriate
• Visiting all stations and shifts as well as riding out with the crews.
• Visiting hospitalized Department members, retired members and members of their families.
• Assisting with training in the areas of attitude, substance abuse, family life, ect. As
requested by the Department.
• Providing counseling and spiritual support for members of the Department, as desired.
• Attending Department functions such as promotions, graduations, award ceremonies, social
events, etc.
• Conducting funeral and memorial services as needed and/or requested.
• Providing and/or assisting with death or injury notifications as needed and/or requested.
• Representing and disseminating Department goals and concerns to the churches and
religious institutions of the community.
• Assisting as requested and available with public events or public information needs.
• Supervise other Chaplains in the administration of the above duties
City of Round Rock
ROUND aoca Agenda Item Summary
Agenda Number:
Title: Consider executing an agreement for personal services with John Patterson
to serve as a Chaplain for the RRFD Chaplaincy program.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 5/24/2019
Dept Director: Robert Isbell
Cost: $45,000.00
Indexes:
Attachments: LAF - Chaplain contract John Patterson.pdf, Chaplain Patterson signed
contract. pdf
Department: Fire Department
Text of Legislative File CM -2019-0151
The Round Rock Fire Department's Chaplaincy program is to provide spiritual and emotional
support to all members of the department and their families, as well as to the community.
Cost. The total amount to be paid shall not exceed Fifteen Thousand and No/100 per year
($15,000.00) and shall not exceed a total Forty -Five and No/100 Dollars ($45,000.00) for the
term of the Agreement.
Source of Funds: General Fund
City of Round Rack page 1 Printed on 5/24/2019