CM-2016-1076 - 4/29/2016CITY OF ROUND ROCK AGREEMENT FOR
PERSONAL SERVICES FOR
THE POLICE DEPARTMENT'S CHAPLAIN PROGRAM WITH
DON DYE
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 chaplain services for the City of
Round Rock's Police 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 DON DYE ("Chaplain Dye").
RECITALS:
WHEREAS, the City's Police Department ("RRPD") 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 Dye's personal services as a Lead
Chaplain for the RRPD; 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
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein or is tenninated.
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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 Dye shall satisfactorily provide all services described in the RRPD's Chaplain
Program and in Chaplain Dye's proposal set forth in Exhibit "A," attached hereto and
incorporated herein by reference.
Chaplain Dye's undertaking shall be limited to performing services for City concerning
those matters on which Chaplain Dye has been specifically engaged. Chaplain Dye shall
perform services in accordance with this Agreement; the RRPD's Chaplain Program; the
proposal appended as Exhibit "A;" and in accordance with due care and prevailing standards for
comparable services.
3.0 LIMITATION TO SCOPE OF SERVICES
Chaplain Dye and City agree that the scope of services to be performed is described in
Exhibit "A" and in the Chaplain Program, 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 Dye, City agrees to pay Chaplain Dye as invoiced for services rendered.
Not -To -Exceed Amount: The total amount to be paid over the term of this Agreement
shall not exceed Fifteen Thousand and No/100 Dollars per year ($15,000.00) and shall not
exceed a total of Forty -Five and No/100 Dollars ($45,000.00) for the term of this Agreement.
Payment for Reimbursable Expenses: There are no reimbursable expenses.
Deductions: No deductions shall be made for Chaplain Dye's compensation on account
of penalty, liquidated damages or other sums withheld from payments to Chaplain Dye.
Additions: No additions shall be made to Chaplain Dye'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 Dye 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
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Dye shall be made on the basis of the invoices submitted by Chaplain Dye 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 Dye 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 Dye and to adjust same to meet
the requirements of this Agreement. Following approval of an invoice, the City shall endeavor to
pay Chaplain Dye 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 Dye be
entitled to receive interest on payments which are late because of a good faith dispute between
Chaplain Dye and the City or because of amounts which the City has a right to witl-Alold 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 Dye'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 Dye 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 Dye 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 Dye 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 Dye 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
Dye shall not perform any work or incur any additional costs prior to the execution, by both
parties, of such Supplemental Agreement. Chaplain Dye 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 Dye nor for any costs
incurred by Chaplain Dye relating to additional work not directly authorized by Supplemental
Agreement.
9.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Chaplain Dye that the City may terminate
this Agreement for the convenience of the City, upon thirty (30) days' written notice to Chaplain
Dye, with the understanding that immediately upon receipt of said notice all work being
performed under this Agreement shall cease. Chaplain Dye 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 Dye 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 Dye for continuation of service on
the project, Chaplain Dye 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 terns 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 Dye 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
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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 Dye with such
dociunentation and information as is reasonably required to enable Chaplain Dye 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 Dye in
the provision of its services. Chaplain Dye may rely upon written information provided by the
City and its employees and agents as accurate and complete. Chaplain Dye 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 Dye's performance requires receipt of all requested
information reasonably necessary to provision of services. Chaplain Dye agrees, in a timely
manner, to provide City with a comprehensive and detailed information request list, if any.
11.0 INDEPENDENT CONTRACTOR STATUS
Chaplain Dye 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 Dye and the City
agree to the following rights consistent with an independent contractor relationship:
(1) Chaplain Dye has the right to perform services for others during the tenn hereof.
(2) Chaplain Dye 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 Dye shall perform services required hereunder, and the City shall not
hire, supervise, or pay assistants to help Chaplain Dye.
(4) Chaplain Dye shall receive training if required from the City in skills necessary to
perform services required by this Agreement.
(5) City shall not require Chaplain Dye to devote full time to perfonning the services
required by this Agreement.
(6) Chaplain Dye 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
Dye in connection with services to be perfonned under this Agreement, and any and all data and
information gathered by Chaplain Dye, shall be held in confidence by Chaplain Dye 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 Dye 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 Dye shall re -perform any work no in
compliance with this representation.
14.0 LIMITATION OF LIABILITY
Should any of Chaplain Dye'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 Dye;
thereafter, (a) Chaplain Dye shall either promptly re-perfonn 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 Dye 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 Dye 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 Dye or of any person employed by Chaplain Dye or
under Chaplain Dye's direction or control.
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Chaplain Dye 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 Dye, 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 party 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 Dye 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 Dye's payments or make FICA payments on its
behalf,
(2) Make state and/or federal unemployment compensation contributions on Chaplain
Dye's behalf, or
(3) Withhold state or federal income tax from any of Chaplain Dye's payments.
If requested, the City shall provide Chaplain Dye 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 Dye 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.
19.0 FINANCIAL INTEREST PROHIBITED
Chaplain Dye covenants and represents that Chaplain Dye 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:
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Cliff Saylor
Round Rock Police Department
2701 North Mays
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 Dye:
Don Dye, Chaplain
1041 Oaklands Drive
Round Rock, TX 78665
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 Dye.
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 terns 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 Dye 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 Dye 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 Dye 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 Dye, cancel this Agreement without incurring
any liability to Chaplain Dye if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Chaplain Dye or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Chaplain Dye may be subject to penalties stated in
Title 8 of the Texas Penal Code.
28.0 INSURANCE
Chaplain Dye shall meet the insurance requirements required by the City.
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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
Time is of the Essence. Chaplain Dye agrees that time is of the essence and that any
failure of Chaplain Dye to complete the services for each Phase of this Agreement within the
agreed project schedule may constitute a material breach of the Agreement.
Chaplain Dye shall be fully responsible for its delays or for failures to use reasonable
efforts in accordance with the terms of this Agreement. Where damage is caused to City due to
Chaplain Dye's failure to perform in these circumstances, City may withhold, to the extent of
such damage, Chaplain Dye's payments hereunder without a waiver of any of City's additional
legal rights or remedies. City shall render decisions pertaining to Chaplain Dye's work promptly
to avoid unreasonable delays in the orderly progress of Chaplain Dye's work.
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 Dye
with one fully executed original
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas
By:
Printed Name: _Z7.y ,l�L I,tij ti
Title:
Date Signed:--- —1
For City, Attest:
By:
Sara L. White, City Clerk
For City, proved as to For :
By:
Stephan 4. Sheets, City Attorney
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Don Dye, Chaplain
By:�-,--
Printed Name: G. .V y
Title: (' /r +4-e i19 %-V
Date Signed: L4 -- 13 - `C
Don Dye EXHIBIT "A„ January 14, 2016
1041 Oaklands Dr.
Round Rock, Texas 78681
512-698-0207 email donusa@prodigv.net
Dear Mr. Saylor,
Please receive this letter as a Letter of Service with the Round Rock Police Department. The purpose of
this letter is to propose an agreement for contract labor on my part for the Police Department.
I have extensive experience in chaplain services. I attended Abilene Christian University and have over
twenty-five years of pastoring and counseling experience. I was a deputy sheriff/chaplain with the
Harris County Sheriff Department, Chaplain for the Houston Oilers, the Houston Astros, served as the
lead chaplain for the Katy Memorial Hospital, chaplain for Park Valley Nursing Home, and Wyoming
Springs Assisted Living Facility. I have been a chaplain for the Round Rock Police Department for the last
eight and one-half years.
In the contract position I will receive $15 an hour for one -thousand hours of service. I will provide the
following services, as Lead Chaplain, to the department.
• Recruitment, training, scheduling and coordinating the chaplains
• Participate in regular ride -a -longs with patrol officers
• Act as a liaison between police department and the Round Rock religious community
• Work under limited supervision so as to foster limited time expenditure of department staff
• Maintain physical fitness in accordance to the requirements consistent with the duties of lead
chaplain
• Represent the chaplains at Command Staff as needed
• Be on call and be the default chaplain when on call chaplain is unable to make a call
• Make death notifications, suicide threats, attempts and completions as dispatched
• Assist the department with fatal accidents, SWAT operations as needed
• Conduct weddings, funerals, memorial services or other religious services as requested by the
Department
• Assist with officers and families upon their request
• Comply with Chaplain's Policy and Procedure Manual
Thank you for your consideration concerning this matter. I am available for further discussions and can
be contacted via my cell phone (located at the top of the proposal). I look forward to hearing from you.
Sincerely,-
Chaplain Don Dye
Lead Chaplain RRPD
City of Round Rock
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T TE:RO ASD ROCK Agenda Item Summary
Agenda Number:
Title: Consider executing an agreement for Personal Services with Don Dye to
serve as a Chaplain for the RRPD Chaplaincy Program
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 4/29/2016
Dept Director: Police Chief Allen Banks
Cost:
Indexes:
Attachments: CM -2016-1076 LAF, and Agreement for Chaplaincy Program Don Dye
Department: Police Department
Text of Legislative File CM -2016-1076
Consider executing an agreement for Personal Services with Don Dye to serve as a
Chaplain for the RRPD Chaplaincy Program
This agreement for personal services related to chaplaincy services for the City of
Round Rock Police Department and Don Dye, to facilitate the mission of the RRPD by
providing for the spiritual needs and personal well-being of the department personnel,
and secondarily to represent RRPD 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
any time.
Staff Recommend Approval
$15,000.00 per year; $45,000.00 term of agreement
City of Round Rock Page 1 Printed on 412812016