AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES (Extra Job Coordinator)

Transcription

1 AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES (Extra Job Coordinator) This AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES (Extra Job Coordinator) (the "Agreement"), effective this day of July 2018, by and between Advantage Leadership Resources, LLC C'ALR") and Greg Wilkerson who is a managing partner of ALR ("Wilkerson''), and DENTON COUNTY FRESHWATER SUPPLY DISTRICTS NOS.1- B, 1-C, 1-D, 1-E, 1-F, and 1-G (the "Districts"): WITNESS ETH RECITALS: WHEREAS, the Districts are conservation and reclamation districts created pursuant to the provisions of Article XVI, Section 59 of the Texas Constitution and operating pursuant to the provisions of Sections 49, 51, and, for limited purposes, 53, Texas Water Code; WHEREAS, the Districts are located wholly within the extraterritorial jurisdiction of the City of Lewisville, Texas (the "City"), and its boundaries are more particularly described by the Districts' Boundaries map, attached hereto as Exhibit "A" (the "Service Area"); WHEREAS, the Lewisville Police Department ("LPD") is a duly organized agency of the City engaged in the providing of law enforcement and related services for the benefit of the citizens of Lewisville and limited services to contracted areas such as the Service Area; WHEREAS, the Districts have determined to provide supplemental peace officer patrol services for the benefit of the citizens within the Service Area in addition to those provided by the LPD; WHEREAS, the Districts are authorized by Section , Water Code, to contract for peace officers with the power to make arrests when necessary to prevent or abate the commissions of: (I) any offense against the rules of the Districts when the offense or threatened offense occurs on any land, water, or easement owned or controlled by the Districts; (2) any offense involving injury or detriment to any property owned or controlled by the Districts; and (3) any offense against the laws of the State of Texas ("State"). WHEREAS, the Districts are authorized by Section , Water Code, to contract with all persons, firms, partnerships, corporations, or other entities, public or private, deemed necessary by the boards of directors ("Boards") of the Districts for the conduct of the affairs of the Districts; WHEREAS, the Districts desire to contract on an independent contractor basis, from time to time, with off-duty peace officers to provide security patrol services within the Service Area to supplement the law enforcement services provided by the LPD; 17 l

2 WHEREAS, Wilkerson is a resident of Denton County, Texas; and a person who has full-time employment as a peace officer; WHEREAS, Wilkerson is a person that meets all of the requirements of Section ( I), Texas Occupations Code and is willing to schedule and coordinate off-duty full-time peace officers to provide peace officer patrol services; WHEREAS, Wilkerson proposes to provide such services to the Districts, on an independent contractor basis, as an "extra job coordinator" within the meaning of Section (7), Texas Occupations Code, with respect to off-duty peace officers; and NOW THEREFORE, for and in consideration of the mutual promises, covenants, obligations and benefits hereinafter set forth, the Districts and Wilkerson hereby contract, covenant, and agree as follows: Section 1. Recitals. The information and representations set forth in the Recitals of this Agreement are true and correct in all material respects, and are hereby incorporated into this Agreement and serve as the basis upon which the parties entered into this Agreement. Section 2. the Districts: Scope of Services. Wilkerson agrees to provide the following services to a. Assist the Districts in contracting peace officers to provide only the services described in Exhibit "B" to this Agreement; b. Schedule contracted peace officers for designated hours that are set forth and pre-approved in writing by the Districts; c. Serve as the "Point of Contact" for the contracted peace officers and the Districts for any and all matters concerning the peace officer patrols; d. Review, approve, and submit all independent contractor requests for payment to the Districts on a bi-weekly basis; e. Upon the Districts' approval of the requests for payment, distribute checks or make deposits from Denton County Fresh Water Supply District No. 1-A ("DCFWSD I-A") on behalf of the Districts to the contracted peace officer within seven (7) days of receipt of said checks from the Districts; f. Secure appropriate documentation from each contracted peace officer, including a W- 9, and copies of his/her Social Security Card and Driver's License; g. Secure an executed agreement for independent contractor services/patrolman in the form attached as Exhibit "C" from each and all contracted peace officers working within the Districts; and 2

3 h. Provide monthly reports to the Districts or a committee organized by the Districts summarizing security/public safety incidents within the Service Area and the activities of the contracted peace officers. Section 3. Law Enforcement Personnel. Wilkerson understands, acknowledges, and agrees that no person shall be eligible to enter into an agreement with the Districts to provide peace officer patrol services unless such person: a. is a peace officer within the meaning of Article 2.12, Code of Criminal Procedure; b. has full-time employment as a peace officer with the State or a political subdivision of the State; c. is not in the employ of Wilkerson; d. is not in the employ of another peace officer; e. is not a reserve peace officer; and f. works as a peace officer on the average of at least thirty-two (32) hours a week, is compensated by the State or political subdivision of the State at least at the minimum wage, and is entitled to all employee benefits offered to a peace officer of the State or political subdivision. Section 4. Compensation Budget. The Districts agree to pay Wilkerson $60.00 per each hour of services rendered by Wilkerson. This amount is in addition to $40.00 per each hour that is due the contracted peace officers, which amount the Districts shall pay by check payable directly to the contracted peace officers. Wilkerson shall ensure the distribution of check deposits to the contracted peace officers within seven (7) days of receipt of said checks as provided in Section 2 above. Subject to availability of contracted peace officers, the Parties intend that peace officer patrol services shall be provided twenty-four (24) hours per day, three hundred sixty-five (365) days per year. Should Wilkerson anticipate the necessary level of peace officer patrol services will exceed one hundred sixty-eight ( 168) hours of time in any one (I) calendar week, Wilkerson shall obtain written approval of the Liaison Committee for those additional hours before the additional Peace Officer Patrol Services are rendered. As the services to be provided by Wilkerson hereunder will be on an "as needed basis," it is not possible to determine with certainty the level of services and resulting time charges of Wilkerson. Consequently, in the event Wilkerson anticipates the necessary service level for the Districts will require more than an average of fifteen (15) hours of Wilkerson's services per week during any one (1) calendar month, Wilkerson shall obtain approval of the Liaison Committee for those services hereunder requiring time in excess of fifteen (15) hours per week. The remainder of this Agreement notwithstanding, the total compensation for Wilkerson's services shall not exceed $43,200 per year without the prior written consent of the Districts. During the Initial Term the total compensation for Wilkerson's services shall not exceed an amount equal to a fraction of $43,200 that reflects the ratio between the number of days between the Effective Date and September 30, 2016 and 365 days without the prior written consent of the Districts. Wilkerson shall provide invoices for services rendered to DCFWSD 1-A on behalf of the Districts for each month by the tenth (10 1h ) day of the following month of the term of this Agreement, which shall be paid by DCFWSD 1-A on behalf of the 3

4 Districts by the 30th day of the month in which such invoice was received. The Districts shall pay the contracted peace officers as independent contractors to the Districts. The invoices will provide appropriate description of the time and services rendered. a. The total annual Compensation budget, which shall be paid only as invoiced for actual services performed and as payment becomes due, shall be Three Hundred Ninety Three Thousand Six Hundred and no/100 Dollars ($393,600.00), which includes payments to ALR/Wilkerson for Wilkerson's services and the payments made by the Districts to the contracted peace officers for the peace officers' services. The Compensation budget is further detailed below: Item: Not to Exceed Amount: Wilkerson's Services $43, Peace Officer Patrol Services $350, $393, b. The Compensation shall be paid by the Districts as prorated allocations by each District, which shall be based on the number of developed residential home sites within each District as of March 10, 2016 and adjusted on an annual basis on September 30th of each year until and unless the Districts agree in writing that no further adjustment is necessary after full build-out within the Districts. c. The current allocation for each participating District, including an estimated $22, I 00 for insurance, vehicle costs, fuel and maintenance, is as follows: District Lots Cost Per Lot Total District 1-B 655 X $98.20= $ 64,323 District 1-C 314 X $98.20= $ 30,836 District 1-D 891 X $98.20= $ 87,499 District 1-E 823 X $98.20= $ 80,822 District 1-F 1170 X $98.20= $ 114,898 District 1-G 155 X $98.20= $ 15,222 Total 4,008 X $98.20= $393,600 Section 5. Liaison Committee. The Districts will designate by written notice to Wilkerson one ( 1) member of each of their Boards to serve as the District Liaison with Wilkerson. Such Liaison may change from time to time by action of each District. Each District's Liaison shall be a member of the Liaison Committee designated to meet and interact with Wilkerson on matters related to this Agreement or the services or security updates provided by Wilkerson pursuant to this Agreement. DCFWSD 1-A shall not be responsible for management or administration of this Agreement or Wilkerson except to the extent necessary to allow Wilkerson access to the rights-of-way within the Districts, receive any report from Wilkerson as to the condition or status of any facilities for which DCFWSD 1-A has a maintenance obligation, and for 4

5 the ministerial action of payment of invoices due to either Wilkerson or the contracted peace officers under this Agreement or under Agreements between the Districts and the contracted peace officers on behalf of and as directed by the Districts. The Liaison Committee may not amend this Agreement or provide additional payment to Wilkerson in excess of the Compensation without the written approval of each Board of the Districts. Section 6. Independent Contractor Status. Wilkerson shall serve as an independent contractor to the Districts, and Wilkerson and the officers contracted under separate agreements are not employed by the Districts. Nothing contained herein or inferable herefrom shall be deemed or construed to (a) make Wilkerson or the officers, agents, servants, or employees of the Districts, or (b) create any partnership, joint venture, or other association between the Districts and Wilkerson or the officers. As such, the Districts will have no right to direct or control Wilkerson's activities, or how Wilkerson renders his services hereunder. Wilkerson acknowledges that the providing of peace officer services by the Districts is not the primary purpose and function of the Districts. Further, the Peace Officer Patrol Services will be provided by the Districts on an interim basis, and are intended to supplement, not replace, the services provided by the LPD. Wilkerson further acknowledges and agrees that the Districts will not provide Wilkerson with any benefits, such as insurance, pension plan, vacation pay or sick pay. The rest of this Section 6 notwithstanding, if the Districts are dissatisfied with any officer providing peace officer patrol services, the Districts shall have the right, upon written notice to Wilkerson, to demand that the officer not be allowed to provide Peace Officer Patrol Services pursuant to this Agreement. Upon said notice, or as otherwise directed in the notice, Wilkerson shall not schedule, and shall remove from any existing schedule, any such officer. Section 7. Invalidity. If any provision of this Agreement is determined by a court to be unenforceable, the unenforceable provision shall be deleted from this Agreement, the unenforceable provision shall, to the extent possible, be rewritten to be enforceable and to give effect to the intent of the parties, and the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the parties. Section 8. Construction. This Agreement is a contract made under and shall be construed in accordance with and governed by the laws of the United States of America and the State of Texas, as such laws are now in effect. Section 9. Entire Agreement. This Agreement, together with each of the exhibits referenced herein, represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no and shall not be any unwritten oral agreements between the parties. Section 10. Notices. a. Any notice or other communication to be given to the Districts under this Agreement shall be given by delivering the same in writing to each of Denton County Fresh Water Supply Districts Nos. 1-C, 1-D, 1-E, 1-F, and 1-G, c/o Winstead PC, 500 Winstead Building, 2728 North Harwood Street, Dallas, Texas 75201, Attention: Ross Martin and to Denton County Fresh Water Supply District No. 1-B c/o SK Law, 1980 Post Oak Boulevard, Suite 1380, Houston, Texas 77056, Attention: Julianne Kugle. A copy 5

6 of all notices and other communications to be given under this Agreement shall be sent to Denton County Fresh Water Supply District No. 1-A, 2540 King Arthur Boulevard, Suite 220, Lewisville, Texas 75056, Attention: J. Philip Brosseau. b. Any notice or other communication to be given to Wilkerson may be given by delivering the same in writing to 201 E. Eldorado Parkway #1325, Little Elm, Texas c. Each party shall have the right from time to time to change its address for notice and specify same as the notice address for purposes of this Agreement by giving at least thirty (30) days written notice to the other Parties. Section 11. Parties in Interest. This Agreement is made solely for the benefit of the Districts and Wilkerson, and is not assignable. Section 12. Term of Agreement. This Renewal Agreement shall become effective upon signature by all parties (the "Effective Date") and shall continue in full force and effect until September 30, 2018 unless otherwise terminated in accordance with Article 13 below (the "Initial Term"). The Agreement shall automatically renew and continue in full force and effect for the fiscal years 2019 and 2020 years, beginning October 1, 2018 and ending September 30, 2020, thereafter unless terminated by either party pursuant Article 13. The Districts may, in each District's sole discretion, renew the Agreement annually thereafter. Section 13. Termination. This Agreement may be terminated at any time by either Wilkerson or the Districts upon providing sixty (60) days written notice to the other party. Section 14. Each District may also terminate its participation in this Agreement upon sixty (60) days written notice to Wilkerson and all the remaining Districts. Upon termination by a District(s), Wilkerson shall no longer provide services pursuant to this Agreement within the terminating district and the Compensation shall be reduced by the pro rata share of the Compensation owed by the terminating District(s) pursuant to Section 4(c) of the Agreement. Wilkerson shall continue to provide Services and receive Compensation from the terminating District(s) for the 60-day notice period after written receipt of termination. Section 15. Amendments. This Agreement may be amended only by written instrument executed by the Parties and may not be amended by action of the Liaison Committee. Section 16. Effective Date. This Agreement shall become valid and enforceable upon the date indicated above. Section 17. No Third Party Beneficiaries. The provisions of this Agreement are and will be for the benefit of the Districts and Wilkerson only and are not for the benefit of any third party, and accordingly, no third party, including DCFWSD 1-A, shall have the right to enforce the provisions of this Agreement. Section 18. Indemnity. Wilkerson agrees to indemnify and hold harmless Districts of and from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, 6

7 including attorneys' fees and costs, but only to the extent caused by, arising out of, or relating to Wilkerson's services related to this Agreement. (Signature Pages Follow) 7

8 DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-B By: Name: Title: ATTEST: By: Name: Title: DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-C B XJ,r - Name: DAV ID Moo2.. E. Title: PR...G;.5 L D E.t:::?I, A By: Tl- tj,:; j,_,, Name: DE.f>R.,:\ c.ap\l. Title: SE. C. E:.IE:R 'f DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. 1-D d Title: PR..ESJ DGtJI 8

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10 DENTON COUNTY FRESHWATER SUPPLY DISTRICT NO.r By: - Name:5' = Title: f> (l e.s \t) an't ATTEST: _,_, By: -. Name f;,tj,j Title: se:c..e. ETA e.y DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO. ATTEST: A By : lf11 v Name: C.otLe;,6t-.J T'1\ R.Cy E trl Title: GeC.rz.. TAi-'=f GREG WILKERSON, Advantage Leadership Resources, LLC By: Name: Title: 9