2005-221S:\Our Documents\0rdinances\05\DuBose Consulting Contract.doe
ORDINANCE NO. 2005= 22 1
AN ORDINANCE APPROVING A PERSONAL AND PROFESSIONAL CONSULTING
SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND KATHY DUBOSE;
AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City of Denton desires to enter into a Personal and Professional
Consulting Services Agreement with Kathy DuBose ("DuBose") to provide special finance
project services to the City, in substantially the same form as the agreement attached hereto and
made a part hereof as Exhibit "A", to take effect on October 1, 2005 (the "Agreement"); and
WHEREAS, Dubose has announced her retirement effective September 30, 2005; and
WHEREAS, DuBose has been employed by the City as an Assistant City Manager with
numerous years experience in providing financial services to the City, and is being selected as
the most highly and uniquely qualified on the basis of her demonstrated competence,
qualifications and knowledge to perform the proposed personal and professional services; and
WHEREAS, the City and DuBose desire to enter into the Agreement effective October 1,
1005 through December 31, 2005; and
WHEREAS, the fees under the proposed Agreement are fair and reasonable and are
consistent with and not higher than the recommended practices and fees applicable to Provider's
profession and such fees do not exceed the maximum provided by law; and
WHEREAS, the City Council finds that the Agreement is in the public interest; NOW.
THEREFORE;
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION 1. The recitals and findings contained in the preamble of this Ordinance are
incorporated into the body of this Ordinance.
SECTION 2. The City Council hereby approves the Agreement and authorizes the City
Manager, or his designee to execute the Agreement on behalf of the City.
SECTION 4. The City Manager, or his designee is authorized to make the expenditures
provided for in the Agreement.
SECTION 5. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the / 6U 'day of 2005.
S:\Our Documents\OrdinancesW\DuBose Consulting Contract.doc
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: Sl[(,ff'(.L
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
BY:
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EXHIBIT "A"
PERSONAL AND PROFESSIONAL CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made and entered into as of the I LO day of
2005, by and between the City of Denton, a Texas Municipal Corporation, with its principal
office at 215 East McKinney Street, Denton, Denton County, Texas 76201 (hereinafter referred
to as "City") and Kathy DuBose, hereinafter referred to as "DuBose".
WHEREAS, DuBose has announced to the City Manager her intention to retire from the
City of Denton effective September 30, 2005; and
WHEREAS, City desires to engage the services of DuBose as a consultant to provide
special finance project services for the City after her date of retirement;
NOW, THEREFORE, in consideration of the promises and mutual undertakings herein
contained, the parties agree as follows:
SECTION 1. Engagement of DuBose/City's Obligations.
1(a). Subject to the terms and conditions contained herein, and effective October 1,
2005 through December 31, 2005 the City agrees to engage the personal and professional
services of DuBose to provide to the City Manager special finance project services. During the
term of this Agreement DuBose will make herself available during normal business hours for
such finance projects that may be deemed advisable by the City Manager.
1(b) For such consultant services the City agrees to pay DuBose a bi-weekly fee for
services performed from October 1, 2005 through December 31, 2005, equal to $ 6,400.00, with
the first payment being October 14, 2005. In addition, the City will pay or reimburse DuBose for
training, credentialing and associated travel costs for CPA, TEXPool Board/Austin, TML
(Grapevine), and GFOAT (Addison) through December 31, 2005.
1(c). Notwithstanding anything contained herein to the contrary, should DuBose accept
full-time employment that commences before the expiration of this Agreement the City will be
relieved from paying the consultant fees and other benefits contained in Section 1(b). "Full time
employment" is defined as a position or employment with another entity, company or firm that in
the City Manager's opinion requires DuBose to devote such time or service that would
substantially inhibit her from performing her duties for the City under this Agreement.
SECTION 2 DuBose's Obligations.
2(a). DuBose shall perform the services herein with diligence and in accordance with
the professional standards customarily obtained for such services in the State of Texas.
2(b). From and after October 1, 2005 and through the duration of this Agreement,
DuBose shall perform all special project financial services assigned to her by the City Manager.
Except as provided in paragraph 1(c) above, DuBose shall have the right, after September 30,
2005 and during the term of this Agreement, to teach, consult and to perform other part-time
work and other non-City connected business so long as the non-City connected business does not
conflict with DuBose's duties under this Agreement, as determined by the City Manager.
DuBose shall keep the City Manager informed of such other non-City part-time work or
business.
SECTION 3. Tenn.
This Agreement shall commence on the Effective Date of this Agreement and shall end
on the 31" day of December 2005, unless sooner terminated for cause or unless extended by
mutual agreement of the parties.
SECTION 4. Arbitration and Alternate Dispute Resolution.
The parties may agree to settle any disputes under this Agreement by submitting the
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.
SECTION 5. Termination of Agreement.
A. 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 thirty
(30) calendar days to cure the failure; and (2) an opportunity for consultation with
the terminating party prior to termination.
B. If the Agreement is terminated for cause prior to completion of the services
provided hereunder, DuBose shall immediately cease all services and shall be
paid for services in accordance with this Agreement up to the actual date of
termination.
SECTION 6. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and supersedes all other oral or written representations, understandings or
agreements relating to the subject matter hereof. Neither party shall be bound by the provisions of
any pre-printed or other written terms and conditions subsequent to the date of this Agreement
relating to the subject matter hereof unless such additional terms and conditions are made effective
pursuant to the Amendments subsection of this section.
SECTION 7. Compliance with Laws.
DuBose shall comply with all federal, state, local laws, rules, regulations, and ordinances
applicable to the professional services performed pursuant to this Agreement, as they may now read
or may hereafter be amended.
SECTIONS. Assignability
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This Agreement is personal to DuBose and shall not be assigned in whole or in part without
the prior written consent of the City.
SECTION 9. Modification or Amendment
A. No waiver or modification of this Agreement 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, unless such waiver or modification is in writing, duly executed; and, the
parties further agree that the provisions of this section will not be waived unless as
herein set forth.
B. No amendment of this Agreement shall be valid unless in writing and signed by both
parties.
SECTION 10. Miscellaneous.
A. Venue of any suit or cause of action under this Agreement shall lie exclusively in
Denton County, Texas. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
B. City is employing DuBose due to her unique experience and DuBose shall provide
all services to be performed under the Agreement.
C. The headings of this Agreement are for informational purposes only and shall not in
any way affect the substantive terms or conditions of this Agreement.
D. Each party represents that it is authorized to enter into this Agreement and that the
individual executing this Agreement on behalf of the party, is authorized to enter
into this Agreement.
IN WITNESS WHEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorize ~jity Manager; and DuBose has executed this Agreement to be
effective the V day of ~v~vST , 2005 (the "Effective Date").
CITY OF DENTON, TEXAS
BY:
Michael A. Conduff, City
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: U/GGfCL' Z~~'
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
GTi t , 3 u ~aS P
i athy--iA Bose
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