CM-2016-1075 - 4/29/2016CITY OF ROUND ROCK AGREEMENT FOR
PERSONAL SERVICES FOR
THE FIRE DEPARTMENT'S CHAPLAINCY PROGRAM WITH
JEREMY VANDELINDER
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 JEREMY VANDELINDER ("Chaplain
VanDelinder").
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 VanDelinder'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:
1.0 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
parry hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein or is terminated.
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The term of this Agreement shall be for thirty-six (36) months from the date of execution.
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 VanDelinder shall satisfactorily provide all services described herein and as set
forth in Exhibit "A," attached hereto and incorporated herein by reference.
Chaplain VanDelinder's undertaking shall be limited to performing services for City
concerning those matters on which Chaplain VanDelinder has been specifically engaged.
Chaplain VanDelinder 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 VanDelinder 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 VanDelinder, City agrees to pay Chaplain VanDelinder as invoiced for services
rendered.
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 ($45,000.00) for the term of the Agreement.
Payment for Reimbursable Expenses: There are no reimbursable expenses.
Deductions: No deductions shall be made for Chaplain VanDelinder's compensation on
account of penalty, liquidated damages or other sums withheld from payments to Chaplain
VanDelinder.
Additions: No additions shall be made to Chaplain VanDelinder's compensation based
upon project claims, whether paid by the City or denied.
5.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Chaplain VanDelinder 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
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services performed, along with documentation for each service performed. Payment to Chaplain
VanDelinder shall be made on the basis of the invoices submitted by Chaplain VanDelinder 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
VanDelinder 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 VanDelinder and to adjust same
to meet the requirements of this Agreement. Following approval of an invoice, the City shall
endeavor to pay Chaplain VanDelinder 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 VanDelinder be entitled to receive interest on payments which are late because of
a good faith dispute between Chaplain VanDelinder 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 VanDelinder'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 VanDelinder 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 VanDelinder 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 VanDelinder
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 VanDelinder a written notice of termination at the end of its
then- current fiscal year.
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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
VanDelinder shall not perform any work or incur any additional costs prior to the execution, by
both parties, of such Supplemental Agreement. Chaplain VanDelinder 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
VanDelinder nor for any costs incurred by Chaplain VanDelinder relating to additional work not
directly authorized by Supplemental Agreement.
9.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Chaplain VanDelinder that the City may
terminate this Agreement for the convenience of the City, upon thirty (30) days' written notice to
Chaplain VanDelinder, with the understanding that immediately upon receipt of said notice all
work being performed under this Agreement shall cease. Chaplain VanDelinder 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
VanDelinder 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 VanDelinder shall cooperate in providing
information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
City and the terminated parry 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 VanDelinder in performing the work to the date of
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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.
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 VanDelinder with
such documentation and information as is reasonably required to enable Chaplain VanDelinder
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 VanDelinder in the provision of its services. Chaplain VanDelinder may rely upon
written information provided by the City and its employees and agents as accurate and complete.
Chaplain VanDelinder 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 VanDelinder's performance requires receipt of all
requested information reasonably necessary for provision of services. Chaplain VanDelinder
agrees, in a timely manner, to provide City with a comprehensive and detailed information
request list, if any.
11.0 INDEPENDENT CONTRACTOR STATUS
Chaplain VanDelinder 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 VanDelinder and
the City agree to the following rights consistent with an independent contractor relationship:
(1) Chaplain VanDelinder has the right to perform services for others during the term
hereof.
(2) Chaplain VanDelinder 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 VanDelinder shall perform services required hereunder, and the City
shall not hire, supervise, or pay assistants to help Chaplain VanDelinder.
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(4) Chaplain VanDelinder shall receive training if required from the City in skills
necessary to perform services required by this Agreement.
(5) City shall not require Chaplain VanDelinder to devote full time to performing the
services required by this Agreement.
(6) Chaplain VanDelinder 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
VanDelinder in connection with services to be performed under this Agreement, and any and all
data and information gathered by Chaplain VanDelinder, shall be held in confidence by Chaplain
VanDelinder 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 VanDelinder 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 VanDelinder shall re -perform
any work not in compliance with this representation.
14.0 LIMITATION OF LIABILITY
Should any of Chaplain VanDelinder'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 VanDelinder; thereafter, (a) Chaplain VanDelinder 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 VanDelinder be liable for any loss, damage, cost or expense
attributable to negligence, willful misconduct or misrepresentations by the City, its directors,
employees or agents.
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15.0 INDEMNIFICATION
Chaplain VanDelinder 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 VanDelinder or of any person employed
by Chaplain VanDelinder or under Chaplain VanDelinder's direction or control.
Chaplain VanDelinder 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
of such negligent activities by Chaplain VanDelinder, 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 VanDelinder 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 VanDelinder's payments or make FICA payments
on its behalf;
(2) Make state and/or federal unemployment compensation contributions on Chaplain
VanDelinder's behalf, or
(3) Withhold state or federal income tax from any of Chaplain VanDelinder's
payments.
If requested, the City shall provide Chaplain VanDelinder 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
Chaplain VanDelinder 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.
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19.0 FINANCIAL INTEREST PROHIBITED
Chaplain VanDelinder covenants and represents that Chaplain VanDelinder 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:
David Coatney 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 VanDelinder:
Jeremy VanDelinder, Chaplain
1009 Keeshond Place
Round Rock, TX 78759
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 VanDelinder.
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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 terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
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 terms 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 parry.
24.0 DISPUTE RESOLUTION
The City and Chaplain VanDelinder 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 determined void.
26.0 STANDARD OF CARE
Chaplain VanDelinder 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 VanDelinder in a manner acceptable
to the City and according to generally accepted business practices.
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27.0 GRATUITIES AND BRIBES
City, may by written notice to Chaplain VanDelinder, cancel this Agreement without
incurring any liability to Chaplain VanDelinder if it is determined by City that gratuities or
bribes in the form of entertainment, gifts, or otherwise were offered or given by Chaplain
VanDelinder or its agents or representatives to any City Officer, employee or elected
representative with respect to the performance of this Agreement. In addition, Chaplain
VanDelinder may be subject to penalties stated in Title 8 of the Texas Penal Code.
28.0 INSURANCE
Chaplain VanDelinder 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
parry'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
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VanDelinder with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas
By:
Printed Name: '-F3r-2AAyj
Title: A5 `Z'. CL` YVIp-Y1
Date Signed: Ll- i
For City, Attest:
By:.�
Sara L. White, Crty Clerk
For City, roved as to F rm:
By:, f N /
Stepha . Sheets, City Attorney
Jeremy VanDelinder, Chaplain
By:
Printed ame: Tc'rM V C. V.' ( l"' C/'—
Title: Gti%„
Date Signed: _ Z,2 Ik
January 14, 2016 EXHIBIT "A"
TO: FROM:
Angelo Luna, Round Rock Fire Department Jeremy VanDelinder
203 Commerce Blvd. 1009 Keeshond PI
Round Rock, TX 78664 Round Rock, TX 78664
aluna@roundrocktexas.gov firechaplain@roundrocktexas.gov
Re: Lead Chaplain services
Dear Mr. Luna,
This letter constitutes a Letter of Service with Round Rock Fire Department to propose an agreement for
me to provide contract services for the Fire Department.
My background in both emergency services and pastoral ministry have provided experience qualifying
me for service to the department. I've been a licensed EMT since 1997 and during that time have held
positions as Public Safety Officer, Volunteer Firefighter and an EMT on an ALS ambulance. My
Bachelor's and Master's Degrees are in Pastoral Ministry including training in counseling. Additionally I
hold certification in Critical Incident Stress Management, membership with the Federation of Fire
Chaplains, affiliation with Emergency Chaplain Group and am endorsed by a Department of Defense
recognized military chaplaincy endorsing agency, the Fundamental Baptist Fellowship International.
As you know, for over four years I've served Round Rock Fire Department as Chaplain on a volunteer
basis.
In the contract position I would receive $15 an hour for up to 1000 hours of service. I will provide the
following to the department in accordance with Department Policies (Policies 1501 & 1502):
• Responding 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 Critical Incident Stress Management (CISM), attitude,
substance abuse, family life, etc., 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/memorial services as needed and/or requested.
• Providing and/or assisting with death or injury notifications as needed and/or requested.
• Serving as a coordinator of the Critical Incident Stress Management (CISM) team.
• 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
Thank you for considering this. Please let me know if there is any further information I can provide in this
regard.
Respectfully,
Jeremy C. VanDelinder
Chaplain, RRFD
City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing an agreement for Personal Services with Jeremy
VanDelinder to serve as a Chaplain for the RRFD Chaplaincy Program
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 4/29/2016
Dept Director: Fire Chief David Coatney
Cost:
Indexes:
Attachments: CM 2016-1075 LAF and Agreement for Chaplaincy Program Jeremy
Vandelinder
Department: Fire Department
Text of Legislative File CM -2016-1075
Consider executing an agreement for Personal Services with Jeremy VanDelinder to
serve as a Chaplain for the RRFD Chaplaincy Program
This agreement for personal services related to chaplaincy services for the City of
Round Rock Fire Department and Jeremy Vandelinder, to facilitate the mission of the
RRFD by providing for the spiritual needs and personal well-being of the department
personnel, and secondarily to represent RRFD in providing spiritual and emotional
support to those served by the department. This agreement allows for the payment for
services provided at a rate of fifteen dollars (15) an hour for not to exceed
one -thousand (1000) hours of service per year. This agreement shall be for thirty-six
(36) months, the City of Round Rock reserves the right to review and terminate contract
with or without cause at anytime.
Staff Recommend Approval
$15,000.00 per year; $45,000.00 term of agreement
City of Round Rock Page 1 Printed on 412812016