Ordinance No. 12,633ORDINANCE NO. 12,633
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE CITY
CLERK TO ATTEST TO A PROFESSIONAL SERVICES AGREEMENT WITH
MSM RESOURCES CORPORATION; AUTHORIZING PAYMENT FOR
SERVICES UNDER THE CONTRACT FROM GRANT FUNDS; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager and the City Clerk of the City of Baytown to execute and attest to a
Professional Services Agreement with MSM Resources Corporation. A copy of said contract is
attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to MSM
Resources Corporation, in accordance with Grant/Award Number G14HN0005A or any successor
grant made available through the Office of National Drug Control Policy for the purposes specified
in Exhibit "A," and all compensation for services performed under the contract will be from these
grant funds.
Section 3: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the
of Baytown this the 28th day of August, 2014.
ATTEST:
LETICIA BRYSCH,
APPROVED AS TO FORM:
S °O, y
of the City Council of the City
DONCARLOS,
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Exhibit "A"
Professional Services Agreement
Between
The City of Baytown
and
MSM Resources Corporation
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement ( "this Agreement ") shall evidence the terms by which the City of Baytown (the
"City ") engages MSM Resources Corporation, an independent contractor (the "Contractor "), for
the purpose of performing the services hereinafter enumerated in relation to the Houston High
Intensity Drug Trafficking Area ( "HIDTA "), with such additional duties and responsibilities as
may be hereinafter prescribed from time to time by the Office of National Drug Control Policy
( "ONDCP ") and the Houston HIDTA Executive Board.
The Agreement is expressly contingent on funding by Grant/Award Number G 14HN0005A
or any successor grant made available through the Office of National Drug Control Policy
( "ONDCP "), for the purposes expressed herein.
1. Term of Agreement: Subject to the above - referenced contingency, the term of this
Agreement shall be the twelve -month period commencing on October 1, 2014,
through September 30, 2015.
2. Services: Contractor agrees to perform the professional services as directed by
the HIDTA Executive Board and ONDCP, including, but not limited to, the
following:
a. serving as a liaison between the ONDCP and other HIDTA's throughout the
country and the various law enforcement agencies and initiatives within the
Houston HIDTA;
b. reviewing threat assessments /strategies /budget proposals to ensure the
initiatives conform to the goals of the national HIDTA program and the
overall Houston HIDTA focus;
C. providing creative input and direction for the HIDTA program;
d. coordinating, preparing and timely submitting the 111DTA reports required by
the ONDCP;
Professional Services Agreement
MSM Resources Corporation, Page 1
e. evaluating individual HIDTA- funded initiatives to ensure their focus
complies with the target assessment and strategy developed for the overall
Houston HIDTA;
ff, developing and maintaining an inventory of all specialized equipment
obtained and utilized by the HIDTA;
g. developing and maintaining procedures for tracking the various law
enforcement statistics for all the HIDTA components;
h. establishing a Houston HIDTA -wide accounting system to track program
funding and establish an audit trail;
i. serving as an independent, interagency mediation resource and liaison for
agency heads and the initiatives' leadership;
j. maintaining contacts and work with other HIDTA Directors throughout the
country to develop and ensure a coordinated national focus for the various
HIDTA's with shared information and resources as appropriate;
k. working with DOD groups, national communications companies, other
HIDTA groups and local initiative technicians to develop ADP systems
which most effectively meet the needs of HIDTA yet remain within the
guidelines of various agency headquarters;
1. reviewing budget submissions and reprogramming requests to ensure
integrity of HIDTA- budget expenditures;
m. coordinating with initiative leaders to avoid duplication of effort through the
various HIDTA initiatives and maximize the use of HIDTA personnel and
material resources;
n. exercising programmatic, administrative and fiscal oversight and support of
all HIDTA initiatives and ensure they are in compliance with the
ONDCP/HIDTA Program Guidance and other program requirements,
expressly excluding exercising operation control of law enforcement
initiatives;
o. performing additional duties /requirements identified by the Executive Board
which must be consistent with ONDCP/HIDTA Program Guidance and
deemed necessary to enhance the HIDTA Program;
P. with the concurrence of the Executive Board, hiring staff personnel for
HIDTA, which positions have been approved and funded by the ONDCP;
Professional Services Agreement
MSM Resources Corporation, Page 2
q. providing daily supervision, and other requirement management functions for
all staff employees of HIDTA; and
complying with the Financial and Administrative Guidelines established by
the HIDTA Assistance Center dated January 1997, and as hereinafter
amended, which are incorporated herein by this reference for all intents and
purposes.
The City's only responsibility under this Contract is to administer the cooperative
agreement contract between the ONDCP and the City by supplying the ONDCP the
proper documentation regarding any payment due the Contractor and disbursing such
funds to the Contractor.
3. Relationship: Contractor is and shall at all times be an independent contractor and is
not to be considered an agent or employee of the City.
4. Limitation of Authority: Notwithstanding anything to the contrary herein,
Contractor will have no authority whatsoever over and no duty with respect to any
operational control of law enforcement by HIDTA. Contractor will not be held
responsible for the actions or omissions of any law enforcement personnel working
on or behalf of HIDTA, including, but not limited to any alleged failure to adequately
train, direct or supervise such personnel.
Payment: As full payment for those professional /personal services rendered in
accordance with this Agreement, the City shall disburse to Contractor the amount
approved by ONDCP for professional services during the term of this Agreement.
Such amount is expected to be a sum equal to a Federal GS 15 -4 scale with locality
pay plus 30% for fringe benefits, for the services to be provided by Contractor, to be
paid in equal installments, monthly. This payment may increase should the Federal
GS 15 -4 scale increase during the term of this Agreement.
Expense Reimbursement: Contractor shall be entitled to reimbursement for
certain approved expenses incurred while performing the services contained in this
Agreement in accordance with Payment and Expense Reimbursement over the term
of this Agreement.
Payment and Expense Reimbursement Approval:
Payment for services rendered shall be paid on a monthly basis. Contractor shall
submit a monthly billing indicating the monthly payment and shall submit the
original receipts for expenses to be reimbursed. All requests for payment and /or
reimbursement shall be reviewed and approved for payment by the ONDCP or its
designee prior to submission to the City.
Professional Services Agreement
MSM Resources Corporation, Page 3
All requests for expense reimbursement submitted shall be in conformance with
current published guidelines used in the administration of the High Intensity Drug
Trafficking Area Grant Programs.
Payment and Expense Reimbursement Processing: Contractor shall submit
approved invoices to the Chief of Police for payment and reimbursement. The Chief
of Police shall arrange for the payment of such invoices through the appropriate City
of Baytown processes.
9. Taxes: Contractor shall be solely responsible for any and all federal, state and local
tax consequences that result from its receipt of any payments or reimbursements paid
in accordance with this Agreement.
10. Automobile Allowance: Contractor shall be provided a monthly automobile
allowance in the amount determined by the Executive Board for the term of this
Agreement. Contractor shall be responsible for the purchase or lease of the vehicle
as well as all maintenance, insurance and any and all other vehicle - related expenses.
The City will not be held responsible for any expenses, liabilities, claims or other
matters stemming from the operation of this vehicle. Contractor shall at all times
during the term of this Agreement have a current valid Texas driver's license and
shall produce upon the City's request the same along with a valid insurance
certificate showing coverages deemed appropriate by the City.
11. Termination: This Agreement may be terminated by either party at any time without
cause; provided, however, should the Contractor terminate this Agreement, the
Contractor shall give the City seven (7) days' written notice of its intent to terminate
the Agreement. Contractor understands that should he no longer be able to perform
the services required herein for any reason, this entire Agreement shall automatically
terminate without notice. In any event, at the termination of this Agreement, the
Contractor shall receive as its sole compensation, payment for the services actually
performed in accordance with the payment provision of article 4 hereof plus any
expenses to which he is due and owing at the time of the termination. All such
termination payments shall be subject to the contingency first listed hereinabove.
12. Notice: All notices required to be given hereunder shall be given in writing by
telecopier, overnight, or facsimile transmission, certified or registered mail or by
hand delivery at the respective addresses of the parties set forth herein or at such
other address as may be designated in writing by either party. Notice given by mail
shall be deemed given three (3) days after the date of mailing thereof to the following
address:
CONTRACTOR
MSM Resources Corporation
Attn. President
6315 Burgess Heights Lane,
Katy, TX 77494
Fax: (281) 372 -5865
Professional Services Agreement
MSM Resources Corporation, Page 4
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Fax: (281) 420 -6586
13. Miscellaneous Provisions:
(a) This Agreement shall not bestow any rights upon any third party, but rather,
shall bind and benefit the Contractor and the City only.
(b) This Agreement contains all the agreements of the parties relating to the
subject matter hereof and is the full and final expression of the agreement between
the parties.
(c) INDEMNITY
THE CONTRACTOR, ITS OFFICERS, AGENTS AND
EMPLOYEES AGREES TO AND SHALL INDEMNIFY, HOLD
HARMLESS, AND DEFEND THE CITY, ITS OFFICERS,
AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND
ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION,
SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL
EXPENSES OF LITIGATION, COURT COSTS, AND
ATTORNEYS' FEES, FOR ANY AND ALL INJURIES TO OR
DEATH OF ANY PERSON OR FOR DAMAGES ARISING OUT
OF OR IN CONNECTION WITH THE SERVICES
PERFORMED OR ADVICE GIVEN BY THE CONTRACTOR, its
OFFICERS, AGENTS OR EMPLOYEES PURSUANT TO THIS
AGREEMENT, WHERE SUCH DAMAGES ARE CAUSED IN
WHOLE OR IN PART BY THE NEGLIGENCE OF THE CITY,
ITS OFFICERS AGENTS AND /OR EMPLOYEES AND /OR THE
SOLE OR JOINT NEGLIGENCE OF THE CONTRACTOR, its
OFFICERS AGENTS AND /OR EMPLOYEES. IT IS THE
EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH
THE CONTRACTOR AND THE CITY, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY
THE CONTRACTOR TO INDEMNIFY AND PROTECT THE
CITY, ITS OFFICERS, AGENTS AND EMPLOYEES (1) FROM
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MSM Resources Corporation, Page 5
THE CONSEQUENCES OF THE NEGLIGENCE OF THE CITY,
ITS OFFICERS, AGENTS OR EMPLOYEES, WHETHER THAT
NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF
THE RESULTING INJURY, DEATH OR DAMAGE, AND /OR
(II) FROM THE CONSEQUENCES OF THE NEGLIGENCE OF
THE CONTRACTOR, its OFFICERS, AGENTS AND /OR
EMPLOYEES, WHETHER THAT NEGLIGENCE IS THE SOLE
OR CONCURRING CAUSE OF THE RESULTING INJURY,
DEATH OR DAMAGE.
IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST THE CITY BY REASON OF ANY OF TILE ABOVE THE
CONTRACTOR FURTHER AGREES AND COVENANTS TO DEFEND THE
ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE
CITY, WHICH ACCEPTANCE SHALL NOT BE UNREASONABLY
WITHHELD. This indemnity provision shall survive the termination or expiration of
this Agreement and shall remain in full force and effect.
Upon termination or expiration of this Agreement, the parties hereto agree
that the above - referenced indemnity and the release contained in subsection (d) of
this section shall not expire but shall remain in effect.
(d) By this Agreement, the City does not consent to litigation or suit, and the City
hereby expressly revokes any consent to litigation that it may have granted by the
terms of this Agreement or any other contract or agreement, any charter, or applicable
state law. Nothing herein shall be construed so as to limit or waive the City's
sovereign immunity. Contractor does hereby, for itself, its officers, agents,
employees, successors, and assigns, collectively referred to in this paragraph as
"Contractor," release, acquit, and forever discharge the City, its officers, agents, and
employees, collectively referred to in this paragraph as "City," of and from any and
all debts, damages, claims, causes of action, suits, liabilities, and demands of
whatever nature, which Contractor might now have or that might subsequently accrue
by reason of any matter or thing whatsoever and particularly growing out of or in any
way connected with, directly or indirectly, this Agreement and/or the services to be
performed pursuant to the same, including, but not limited to, any claims for any
workers' compensation, health insurance or any other benefit provided by the City to
its officers and /or employees; any claims challenging the constitutionality or legality
of any provision of this Agreement; any and all existing or future common law,
statutes, civil rights, or constitutional claims; and any tort claims of any nature.
(e) Contractor covenants and agrees that he will not employ any individual to
perform the services hereinbefore described pursuant to this Agreement unless such
individual has signed a release and indemnity agreement releasing and indemnifying
the City from all claims, losses, damages, causes of action, suits and liability of every
Professional Services Agreement
MSM Resources Corporation, Page 6
kind, regardless of any negligence on the part of the City. Such release and indemnity
agreement must be in accordance with and provide at a minimum the same
protections to the City as afforded in subsections (c) and (d) hereinabove.
(f) Notwithstanding anything to the contrary contained in this Agreement, the
City and the Contractor hereby agree that no claim or dispute between the City and
the Contractor arising out of or relating to this Agreement shall be decided by any
arbitration proceeding including, without limitation, any proceeding under the
Federal Arbitration Act (9 U.S.C. Section 1 - 14), or any applicable state arbitration
statue, including, but not limited to, the Texas General Arbitration Act, provided that
in the event that the City is subjected to an arbitration proceeding notwithstanding
this provision, the Contractor consents to be joined in the arbitration proceeding ifthe
Contractor's presence is required or requested by the City for complete relief to be
recorded in the arbitration proceeding.
(g) Neither the Contractor nor the City shall sell, assign, or transfer any of its
rights or obligations under this Agreement in whole or in part without prior written
consent of the other party.
(h) Failure of either party hereto to insist on the strict performance of any of the
agreements herein or to exercise any rights or remedies accruing thereunder upon
default or failure of performance shall not be considered a waiver ofthe right to insist
on and to enforce by an appropriate remedy, strict compliance with any other
obligation hereunder to exercise any right or remedy occurring as a result of any
future default or failure of performance.
(i) This Agreement shall in all respects be interpreted and construed in
accordance with and governed by the laws of the State of Texas and the City,
regardless of the place of its execution or performance. The place of making and the
place of performance for all purposes shall be Baytown, Harris County, Texas.
0) All parties agree that should any provision of this Agreement be determined
to be invalid or unenforceable, such determination shall not affect any other term of
this Agreement, which shall continue in full force and effect.
(k) In the event of any ambiguity in any of the terms of this contract, it shall not
be construed for or against any party hereto on the basis that such party did or did not
author the same.
(1) This Agreement shall not bestow any rights upon any third party, but rather,
shall bind and benefit the City and the Contractor only.
(m) Contractor agrees that in the performance of its undertakings and obligations
under this Agreement, Contractor will strictly observe and abide by all rules,
Professional Services Agreement
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regulations and laws of the United States of America, the State of Texas and the City of
Baytown, as they now exist or may hereinafter be enacted or amended.
(1) The officers executing this Agreement on behalf of the parties hereby confine
that such officers have full authority to execute this Agreement and to bind the party
he /she represents.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one and
the same amendment, this day of , 2014.
CONTRACTOR: MSM RESOURCES
CORPORATION
F. MIKE MCDANIEL, President
CITY OF BAYTOWN, TEXAS:
ROBERT D. LEIPER, City Manager
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, Sr., City Attorney
Professional Services Agreement
MSM Resources Corporation, Page 8
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me, , the undersigned notary public, on this day personally
appeared F. MIKE MCDANIEL, President of MSM Resources Corporation
known to me;
proved to me on the oath of ; or
proved to me through his current
{description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person)
(one)
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that
he executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this day of , 2014.
Notary Public in and for the State of
Texas
My commission expires:
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