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2005-318 ORDINANCE NO. 2 tJ05"-.31 ~ AN ORDINANCE APPROVING A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND ROLAND JONES FOR JUVENILE CASE MANAGEMENT SERVICES IN THE DENTON MUNICIPAL COURT; AUTHORIZING THE EXPENDITURE OF FUNDS; AND DECLARING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. The City Council of the City of Denton hereby approves a Professional Services Agreement between the City of Denton and Roland Jones for Juvenile Case Management Services in the Denton Municipal Court, a copy of which is attached hereto and incorporated by reference herein, and the City Manager is hereby authorized to execute said Agreement on behalf of the City. SECTION 2. The City Manager is authorized to cxpend funds as set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the / fbift day of t2eto~ ,2005. c!~ ~~ EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEG EDWIN M. S , CITY ORM: TORNEY S:\Our Documcm.s\Ordinanccs\Os\juv c'-'c mgml tOlllracl.doc S:'OurDocU"'Clll>'COnlraCIS',05'juvcui1ec..cma"agcOlClllscrv;ccs.du< PROFESSIONAL SERVICES AGREEMENT FOR JUVENILE CASE MANAGEMENT SERVICES IN THE DENTON MUNICIPAL COURT STATE OF TEXAS ~ COUNTY OF DENTON ~ TflIS AGREEMENT is made and entered into as of the /eflt day of (j~U , 2005, by and between thc City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "City" and Roland Jones, hereinafter called "Consultant," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 EMPLOYMENT OF CONSULTANT City hereby contracts with Consultant, as an independent contractor, and Consultant hereby agrees to perform the services herein in eonnection with the Project as stated in the sections to follow, with diligcllce and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with thc following described project: The Project shall include, without limitation, juvenile case manager services for the City of Denton Municipal Court. ARTICLE 2 SCOPE OF SERVICES Consultant shall perform the following services in a professional manner: Consultant shall perform all those services as necessary as juvenile case manager for the City of Denton Municipal Court. Services shall include those necessary or appropriate under Tex. Code Crim. P. ~45.06, as well as those as~igned by the Municipal Court Administrator. ARTICLE 3 . PERIOD OF SERVICE This Agreement shall be effective as of October 1, 2005, and shall remain in force until terminated. S:',Our Documellt>\COlllracl.'JlYjuvc"ile case m.lIagemclIl """,iccs_doc ARTICLE 4 COMPENSATION A. COMPENSATION TERMS: Contractor will be will be paid from the Juvenile Case Manager Fund at the same time paychecks are issued for City employees. Contractor will be paid a gross salary equivalent to $1,423.08 per pay period, and benefits with a budget cost of $389.62 per pay period. B. BILLING AND PAYMENT: Payments will be disbursed biweekly, with no billing requirement. Consultant shall coordinate schedules and hours worked with Municipal Court Administrator. Nothing contained in this Article shall require City to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. City shall not be required to make any payments to Consultant when Consultant is in default under this Agreement. ARTICLE 5 OWNERSHIP OF DOCUMENTS All documents prepared or furnished by Consultant pursuant to this Agreement are instruments of service, and shall become the property of City. Consultant is entitled to retain copies of all such documents. The documents prepared and furnished by Consultant are intended only to be applicable to this Project, and City's use of these documents in other projects shall be at City's sole risk and expense. In the event City uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, Consultant is released from any and all liability relating to their use in that project. ARTICLE 6 INDEPENDENT CONTRACTOR Consultant shall provide services to, City as an independent contractor, not as an employee of City. Consultant shall not have or claim any right arising from employee status. ARTICLE 7 INDEMNITY AGREEMENT Consultant shall indemnify and save and hold harmless City and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by City, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of Consultant in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Page 2 S:'DUf PocumelllS\'Olllr.ctslOS~uvcn;1c ease managemcm sc,viee,.doc Agreement, including the dcfense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 8 ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agrec to settle any disputes under this Agrcement by submitting thc dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may include the other party to the disagreement without the other's approval. ARTICLE 9 TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminated by giving 30 days' advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than 30 calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to complction of the services to be provided hereunder, Consultant shall immediately cease all services and shall render a final bill for services to City within 30 days after the date of termination. City shall pay Consultant for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article 4 "Compensation." Should City subsequently contract with a new consultant for the continuation of services on the Project, Consultant shall cooperate in providing information. Consultant shall turn over all documents prepared or furnished by Consultant pursuant to this Agreement to City on or before the date of termination, but may maintain copies of such documents for his usc. ARTICLE 10 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by City shall not constitute, nor be deemed a release of the responsibility and liability of Consultant for the accuracy and competency of his work; nor shall such approval be deemed to be an assumption of such responsibility by City for any defect in the design or other work prepared by Consultant. Page 3 SV)urDocunu:lllS\COlllractsIOS~uvcnjlccasc1llauagcrnclltscr\'i(cs.doc ARTICLE 11 NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certificd mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three days after mailing: To CONSULTANT: To OWNER: Roland Jones 601 East Hickory, Suite D Denton, Texas 76205 City of Denton Attn: Tom Josey 215 East McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three days after mailing. ARTICLE 12 ENTIRE AGREEMENT This Agreement, consisting of 6 pages, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior or contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE 13 SEVERABILITY If any prOVISIOn of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE 14 COMPLIAN~E WITH LAWS Consultant shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. Page 4 S:\Our Documcll"\Cull\r.Cls\ll5~"vcnilc[""cll1."4:01nCl11scrviccs.doc ARTICLE 15 DISCRIMINATION PROHIBITED In performing the services required hereunder, Consultant shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 16 ASSIGNABILITY Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of City. ARTICLE 17 MODIFICATION No waiver or modification of this Agrcement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 18 MISCELLANEOUS A. Consultant agrees City shall, until the expiration of three years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of Consultant involving transactions relating to this Agreement. City shall give Consultant reasonable advance notice of intended audits. B. Venue of any suit or cause of action under this Agreement shall lie cxclusively in Denton County, Texas. This Agreement shall, be construed in accordance with the laws of the State of Texas. C. Consultant shall commence, carry 011, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, Consultant shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by City. D. City shall assist Consultant by placing at Consultant's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for Consultant to enter in or Page 5 S:'.On' l.lo<umon",\COlllracls'Jl5~n"Clljlc case mdm.gcmcn. ,o,,"';ces doo upon public and private property as required for Consultant to perform services under this Agreement. E. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly auth~zed City Manager, and Consultant has executed this Agreement on this the /fJlll day of 'ett;/)e,{/ ,2005. MICHAEL A. CONDU CITY MANAGER ATTEST: JENNIFER WALTERS, CIT SECRETARY BY: AP VED A TO-bEGA:I::; -- EDWIN-M."-SNYDER, CITY ATTORNEY CONSULTANT ~~ WITNESS: By:--J(YY\~, n/ Page 6