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Del Carmen Consulting-CN 2020-06-25STATE OF TEXAS CONSULTANT SERVICES AGREEMENT COUNTY OF DALLAS This Consultant Services Agreement ("Agreement') is made by and between the City of Coppell, Texas ("City's and DEL CARMEN CONSULTING, LLC ("Del '), (each a "Party" and collectively the "Parties"), acting by and through their authorized representatives. Recitals: WHEREAS, City desires to engage the services of Del Carmen as an independent contractor and not as an employee in accordance with the terms and conditions set forth in this Agreement; and WHEREAS, Del Carmen desires to render consulting services for the City as more fully set forth in Exhibit "A", attached hereto and incorporated herein, and in accordance with the terms and conditions set forth in this Agreement; NOW THEREFORE, in exchange for the mutual covenants set forth herein and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows: Article 1 Term 1.1 This Agreement shall commence on execution of this Agreement (the "Effective Date) and continue until - Mhgjg 'Uaw#,lL , unless sooner terminated as provided herein. 1.2 Either Party may terminate this Agreement by giving thirty (30) days prior written notice to the other Party. In the event of such termination, Del Carmen shall be entitled to compensation for any services completed to the reasonable satisfaction of the City in accordance with this Agreement prior to such termination. Article H Scope of Services .1 Del Carmen shall perform the services as set forth on Exhibit " "® 2.2 Del Carmen shall report directly to the Chief of Police of the City or his/her designee. PACs 1 I CnV OR COPPELA, T"" Arra Do. CARML%COWLTM Id.0 CORKLTArrrSUV CRsAGRRRMEIVT TM116415 Article Ill Schedule of Work Del Carmen agrees to commence services upon receipt of a written Notice to Proceed from the City and to complete the required services in accordance with a work schedule mutually agreed upon and established by the Parties. Article IV Compensation and Method of Payment 4.1 City shall compensate Del Carmen for services performed under this Agreement by payment of a fee in accordance with the projects set forth in Exhibit "A". Compensation does not include pre -approved travel expenses. 4.2 Del Carmen shall invoice City for services performed in accordance with Exhibit "A". Payments shall be made to Del Carmen within thirty (30) days of receiving Del Carmen's invoice, provided there are no errors or discrepancies and that all work noted on the invoice has been completed. 4.3 Del Carmen shall be responsible for all expenses related to the services provided pursuant to this Agreement including, but not limited to all State and Federal applicable withholdings, travel, copying and facsimile charges, telephone, internet and email charges. Article V Devotion of Time; Personnel; and Equipment 5.1 Del Carmen shall devote such time as reasonably necessary for the satisfactory performance of the work under this Agreement. Should City require additional services not included under this Agreement, Del Carmen shall make reasonable efforts to provide such additional services at mutually agreed upon, and within the time schedule prescribed by City, and without decreasing the effectiveness of the performance of services required under this Agreement. 5.2 To the extent reasonably necessary for Del Carmen to perform the services under this Agreement, Del Carmen shall be authorized to engage the services of any agents, assistants, persons, or corporations that Del Carmen may deem proper to aid or assist in the performance of the services under this Agreement. The cost of such personnel and assistance shall be borne exclusively by Del Carmen. 5.3 Del Carmen shall famish the vehicles, maintenance for vehicles, facilities, equipment, telephones, facsimile machines, software, email facilities, and personnel necessary to perform the services required under this Agreement unless otherwise provided herein. PAGE 2 1 CITY or Coteau, Taw AND DEL CARMEP1, CONSULTING LLC CONSULTANT SaAVICKS AGREEMENT TM 116415 Article VI Relationship of Parties It is understood and agreed by and between the Parties that in satisfying the conditions of this Agreement, Del Carmen is acting independently, and that City assumes no responsibility or liabilities to any third party in connection with these actions. All services to be performed by Del Carmen pursuant to this Agreement shall be in the capacity of an independent contractor, and not as an agent or employee of City. Del Carmen shall supervise the performance of his services and shall be entitled to control the manner and means by which his services are to be performed, subject to the terms of this Agreement. As such, City shall not: train Del Carmen, require Del Carmen to devote their full-time services to City, or dictate Del Carmen's sequence of work or location at which Del Carmen performs his work. Article VII Availability of Funds If monies are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, this Agreement shall be canceled and Del Carmen may only be compensated for the reasonable value of any non-recurring costs incurred but not amortized in the price of services delivered under this Agreement or which are otherwise not recoverable. The cost of cancellation may be paid from any appropriations for such purposes. Article VIII Miscellaneous 8.1 Entire Agreement. This Agreement constitutes the sole and only agreement between the Parties and supersedes any prior understandings written or oral agreements between the Parties with respect to this subject matter. 8.2 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations granted and assumed under this Agreement. 8.3 Assigment. Del Carmen may not assign this Agreement in whole or in part without the prior written consent of City. In the event of an assignment by Del Carmen to which City has consented, the assignee shall agree in writing with City to personally assume, perform, and be bound by all the covenants, and obligations contained in this Agreement. 8.4 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors and assigns. 8.5 Governing Law. The laws of the State of Texas shall govern this Agreement; and venue for any action concerning this Agreement shall be in Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said Court. PAGE 3 CRY w COPPELL, TSx" AND DEL CARMEN, CONSULTING LLC CONSULTANT' SERVICES AGREEMENT TM 116415 8.6 Amendments. This Agreement may be amended by the mutual written agreement of the Parties. 8.7 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. 8.8 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 8.9 Recitals. The recitals to this Agreement are incorporated herein. 8.10 Notice. Any notice required or permitted to be delivered hereunder may be sent by first class mail, overnight courier or by confirmed telefax or facsimile to the address specified below, or to such other party or address as either Party may designate in writing, and shall be deemed received three (3) days after delivery set forth herein: If intended for City: Attn: City Manager City of Coppell 255 E. Parkway Blvd. Coppell, Texas 75019 Phone: (972) 304-3618 If intended for Consultant: With Copy to: Attn: Robert E. Hager, City Attorney Ross Tower 500 N. Akard, Suite 1800 Dallas, Texas 75201 Phone: (214) 965-9900 Alex del Carmen Del Carm nsulting, LLC one: (817) 681-7840 8.11 Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each signed by less than all, but together signed by all of the Parties hereto. 8.12 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes. PACs 4 CITY or COPPSLI., Tvw AND DEL CARMEN, CONSULTING LLC CONSULTANT SERVICES AGREEMENT TM116415 8.13 Insurance. Del Carmen shall maintain for the Term of this Agreement automobile liability insurance that meets the statutory minimum liability limits under the State of Texas financial responsibility laws. 8.14 Audits and Records. Del Carmen agrees that during the term hereof City and its representatives may, during normal business hours and as often as deemed necessary, inspect, audit, examine and reproduce any and all of Del Carmen's records relating to the services provided pursuant to this Agreement for a period of one year following the date of completion of services as determined by City or date of termination if sooner. 8.15 Conflicts of Interests. Del Carmen represents that no official or employee of City has any direct or indirect pecuniary interest in this Agreement. 8.16 Compliance with Federal. State & Local Laws. Del Carmen shall comply in performance of services under the terms of this Agreement with all applicable laws, ordinances and regulations, judicial decrees or administrative orders, ordinances, and codes of federal, state and local governments, including all applicable federal clauses. 8.17 Force Majeure. No Party will be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, acts of terrorism or any similar cause beyond the reasonable control of such Party, provided that the non-performing Party is without fault in causing such default or delay. The non-performing Party agrees to use commercially reasonable efforts to recommence performance as soon as possible. 8.18 Prohibition of Boycott Israel. Del Carmen verifies that he does not Boycott Israel and agrees that during the term of this Agreement will not Boycott Israel as that term is defined in Texas Government Code Section 808.001, as amended. (signature page to follow) PAW ICn v or Correu, Txxm Am D=Cwacv, CGNWLmG LLC CONWI.TAM BQv[CU AGRlMMLW TM 11641 S EXHIBIT "A" Scope of Services 1) Racial Profiling Compliance Audit ($1,950). ONE TIME ONLY. L This service ensures that the police department is in compliance with state law. I The compliance audit is performed remotely, and findings are submitted to the chief. 2) Racial Profiling Report Update, if needed ($4,500). ONE TIME ONLY. L If the compliance audit finds that the police department is not in compliance with the law, a corrected/updated report will need to be submitted to both MOLE and the "governing authority", as required by law. This service ensures that the correct report is submitted attaining compliance for the department. 3) Annual Racial Profiling Service ($9,850). ANNUAL SERVICE. L This service includes 4 quarterly audits, a search analysis and the full report with the analysis as required by law. ii. This service ensures that the Department remains in compliance with the racial profiling state law at all times. iii. Billing takes place once a year at the beginning of the fiscal year. Zxmw I Ctrr oR Convu, TMW Am Mm CAur Collfm1 mw% LLC 'A' CommTAw8=ncnAGRnmmwr EXECUTED thisaiLl day of City s M A Jute: uty1. 9P. dl iy 'w i' 7 : `.N BY. IK del Camen �,�aaaautrlrr�d���� OF Cop we TI E q w me r w r