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HomeMy WebLinkAboutContract 39697ry SECRETARY The CI�Ly ®° '� URA Uff L and Del Carmen Consulting, This Agreement (the "Agreement") is entered into this 1 sc day of February 2010 by and between Del Carmen Consulting, LLC, 3051 Trevino, Grand Prairie, Texas 75054 (the "CONSULTANT") and the City of Fort Worth, Texas (the "CITY'). WHEREAS, CITY wishes to engage CONSULTANT to provide certain services in connection with the evaluation of racial profiling data collected by the Fort Worth Police Department (hereinafter referred to as FWPD); NOW THEREFORE: SECTION I -TERM 1.1 Unless sooner terminated in accordance with the provisions of this agreement, the term of this Agreement shall commence on February 1, 2010 and shall terminate upon the earlier of project completion or April 1, 2010. SECTION II -PERFORMANCE 2.1 CONSULTANT, in accordance and compliance with the terms, provisions, and requirements of this Agreement, shall manage, perform, and provide all of the services and produce all of the reports as set forth in Section III of this Agreement. 2.2 CITY agrees to provide to CONSULTANT by the Data Delivery Dates specified in Section III below, the necessary racial profiling data to be evaluated by CONSULTANT. CITY shall provide the data to CONSULTANT in a quantifiable manner in an excel spreadsheet. 2.3 Modifications to the schedule set forth in Section III may be made only with the prior written approval of CITY. SECTION III -STATEMENT OF WORK 3.1 CONSULTANT agrees to conduct audits and statistical analyses of the 2009 racial profiling data collected by FWPD. Such audits and statistical analyses shall be completed in accordance with: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX A. The requirements of Texas Senate Bill 1074. B. Accepted standards for testing the validity of statistical data. 3.2 CONSULTANT agrees to perform and complete the audits and statistical analyses in accordance with the schedule and requirements in Table 1 below. Deliverable Audit Period Data Delivery Date (By CITY to CONSULTANT) Due Date (Of Deliverable from CONSULTANT to CITY) Audit 1 1/1/09 to 3/31/09 2/1/10 2/10/10 Audit 2 4/l/09 to 6/30/09 2/10/10 2/20/10 Audit 3 7/1/09 to 9/30/09 2/15/10 2/25/10 Audit 4 10/1/09 to 12/31/09 2/20/10 3/1/10 2009 Annual Racial Profiling Report 1/1/09 to 12/31/09 N/A 2/25/10 (Report not dependent on Audits) Table 1 3.3 On the Completion Date for each Audit specified in Section 3.2, CONSULTANT shall provide a written report to FWPD outlining the data audit findings and recommendations regarding data acquisition mechanisms. 3.4 On the Completion Date of the 2009 Annual Racial Profiling Report specified in Section 3.2, CONSULTANT shall provide a comprehensive statistical analysis including appropriate tables, graphs and citations to referenced materials. 3.5 On or before the respective Deliverable Due Dates in Section 3.2, an original of all audit and annual reports shall be hand delivered to: The Fort Worth Police Department Gerald L. Chandler Contract Services Administrator 3.6 On or before the respective Deliverable Due Dates in Section 3.2, an electronic version on compact disk of all audit and annual reports shall be delivered electronically to Gerald L. Chandler as described in Sections 3.4 and 3.5. SECTION IV -COMPENSATION AND AGREEMENT BILLING 4.1 In consideration of CONSULTANT'S performancesatisfactory and efficient manner, as determined solely by the CITY, of all services and activities set forth in this Agreement, CITY agrees to pay CONSULTANT an amount not to exceed Nineteen Thousand Four Hundred and Fifty Two dollars ($19,452.00) as total compensation, to be paid to CONSULTANT in accordance with Table 2. Deliverable Amount Audit 1 $4,863.00 Audit 2 $4,863.00 Audit 3 $4,863.00 Audit 4 and 2009 Annual Racial Profiling Report $4,863.00 Table 2 4.2 For each deliverable completed, CONSULTANT shall submit invoice to CITY which shall contain a representation that the work required under the terms of this Agreement has been completed. Each invoice will be submitted to Gerald L. Chandler, Contract Services Administrator. Prior to the Agreement start date, the CONSULTANT is required to register with the City of Fort Worth as a vendor. The CONSULTANT will register online at http://www.fortworth og v.org under Business — Vendor. 4.3 CITY will pay CONSULTANT within 30 days of receipt of acceptable and accurate invoices approved by the City. 4.4 CITY shall not be obligated or liable under this Agreement to any party, other than CONSULTANT, for payment of any monies or provision of any goods or services. 4.5 The agreed compensation for work under this agreement includes expected expenditures for personnel, equipment, software, hardware, mileage, and document production. Further consideration may be required in order for CONSULTANT to fulfill the Agreement. CONSULTANT will request approval by the CITY in writing for additional expenses and a written amendment will be executed prior to any additional work being performed. SECTION V -LICENSES AND CERTIFICATIONS 5.1 CONSULTANT must comply with or obtain all licenses, legal certifications, or inspections kif any) required for the services, facilities, equipment, or materials and all applicable state and federal laws and local ordinances must be complied with by CONSULTANT in connection with performance under this Agreement. Failure to comply with this requirement shall be treated as a default and will result in termination of this Agreement. SECTION VI -RECORDS 6.1 CONSULTANT shall properly, accurately, and completely maintain all books, documents, papers, accounting, or records pertaining to, or generated as a result of this Agreement and shall make such materials available at CONSULTANT office at all reasonable times, and as often as CITY may deem reasonably necessary, until this Agreement has been terminated and for three years thereafter for the purpose of accounting or audit inspections by CITY and/or any authorized representative of CITY to audit, examine, and make excerpts and/or copies of same. All costs of audits, examinations, inspections, or copies as related to this paragraph are to be borne by CITY. CITY will be provided reasonable access to all records upon giving CONSULTANT �3 reasonable notice. SECTION VII -CONFIDENTIALITY 7.1 CONSULTANT shall comply with the confidentiality procedures pertaining to records and other information relating to CITY in accordance with the applicable federal, state and local laws. This provision shall not be construed as limiting CITY's right of access pursuant to Sections VI and IX. SECTION VIII -TERMINATION 8.1 In addition to any other right to terminate provided for in this Agreement, the CITY may terminate this Agreement for the following reasons: (A) neglect or failure of CONSULTANT to perform or observe any of the terms, conditions, covenants, or guarantees of this Agreement or of any amendment to this Agreement; or (B) violation by CONSULTANT of any rule, regulation, or law to which CONSULTANT is bound or shall be bound under the terms of this Agreement. 8.2 Upon a decision to terminate by CITY, written notice of said termination shall be immediately provided to CONSULTANT specifying the effective date of termination. 8.3 Upon termination, any and all writings, documents, or information in whatsoever form and character produced by CONSULTANT pursuant to the provisions of this Agreement shall, if requested or agreed to by CITY, be delivered by CONSULTANT to CITY in a timely manner. 8.4 The CITY may terminate this Agreement at any time for any reason by providing written notice to the CONSULTANT. 8.5 Within thirty days of the effective date of termination (unless an extension is authorized in writing by CITY), CONSULTANT shall submit to CITY its claim in detail for the monies owed by CITY for services performed under this Agreement through the effective date of termination. CITY shall then pay all monies owed to CONSULTANT within 30 days of receipt of an acceptable and accurate invoice. SECTION IX -RIGHTS TO CONTRACTUAL MATERIAL 9.1 Any and all writings, documents, or information in whatsoever form and character produced by CONSULTANT pursuant to the provisions of this Agreement are the exclusive property of CITY; no such writing, document, or information shall be the subject of any copyright or proprietary claim by CONSULTANT. 0 9.2 CONSULTANT understands and acknowledges that as the exclusive owner of any and all such writings, documents, and information, CITY has the right to use all such writings, documents, and information as CITY desires, for any legal purpose. SECTION X -INDEPENDENT CONTRACTOR 10.1 It is expressly understood and agreed by both parties hereto that the CONSULTANT is contracting and performing as an independent contractor. The parties hereto understand and agree that CITY shall not be liable for any claims which may be asserted by any third party occurring in connection with services performed by CONSULTANT under this Agreement. 10.2 The parties hereto further acknowledge and agree that neither party has authority to bind the other or to hold out to third parties that it has the authority to bind the other. 10.3 Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer -employee partnership or joint venture relationship between the CITY and CONSULTANT. CONSULTANT is an independent contractor and not an employee of the CITY. It is understood that the CITY will not withhold any amounts for payment of taxes from the compensation of CONSULTANT hereunder. CONSULTANT will not represent to be or hold itself out as an employee of the CITY and CONSULTANT acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to the CITY's regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be CONSULTANT's sole responsibility and CONSULTANT shall indemnify and hold CITY harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. �.YDC�11 Y [Il►`i:� Q.Y11.TK1]►`Y Y.7��11 Y h`[!1 11.1 Any other clause of this Agreement to the contrary notwithstanding, none of the work or services covered by this Agreement shall be subcontracted without the prior written approval of CITY. Any work or services approved for subcontracting hereunder, however, shall be subcontracted only by written Agreement and, unless specific waiver is granted in writing by CITY, shall be subject by its terms to each and every provision of this Agreement. Compliance by subcontractors with this Agreement shall be the responsibility of CONSULTANT. 11.2 Despite CITY approval of a subcontract, CITY shall in no event be financially obligated to any third party, including any subcontractor of CONSULTANT, for performance of work or services, nor shall CITY funds be used for payment of any work or services performed by subcontractor or third party prior to the date of Agreement execution or extending beyond the termination of this Agreement. 5 SECTION XII -CONFLICT OF INTEREST 12.1 No member of CITY's governing body or staff who exercises any function or responsibility in the review or approval of the undertaking or carrying out of this Agreement shall: (A) participate in any decision relating to this Agreement which may affect his or her personal interest or the interest of any corporation, partnership, or association in which he or she has a direct or indirect interest; or (B) have any direct or indirect personal interest in this Agreement or the proceeds thereof. SECTION XIII -INDEMNIFICATION 13.1 CONSULTANT COVENANTS AND AGREES TO FULLY INDEMNIFY, DEFEND, AND HOLD HARMLESS CITY AND ITS MEMBERS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES OF CITY, INDIVIDUALLY OR COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY, AND SUITS OF ANY HIND AND NATURE, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH AND PROPERTY DAMAGE, MADE UPON CITY DIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO CONSULTANT'S ACTIVITIES UNDER THIS AGREEMENT, INCLUDING ANY ACTS OR OMISSIONS OF CONSULTANT, ANY AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONSULTANT, OR SUBCONTRACTOR OF CONSULTANT, AND ITS RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, AND REPRESENTATIVES WHILE IN THE EXERCISE OR PERFORMANCE OF THE RIGHTS OR DUTIES UNDER THIS AGREEMENT, CONSULTANT SHALL PROMPTLY ADVISE CITY IN WRITING OF ANY CLAIM OR DEMAND AGAINST CITY OR CONSULANT KNOWN TO CONSULTANT RELATED TO OR ARISING OUT OF CONSULTANT'S ACTIVITIES UNDER THIS AGREEMENT AND SHALL SEE TO THE INVESTIGATION OF AND DEFENSE OF SUCH CLAIM OR DEMAND AT CONSULTANT'S COST, CITY SHALL HAVE THE RIGHT, AT ITS OPTION AND AT ITS OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING CONSULTANT OF ANY OF ITS OBLIGATIONS UNDER THIS ARTICLE. 13.2 IT IS THE EXPRESS INTENT OF THE PARTIES TO THIS AGREEMENT C� THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION, IS AN INDEMNITY EXTENDED BY CONSULTANT TO INDEMNIFY, PROTECT AND HOLD HARMLESS CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, PROVIDED HOWEVER, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL APPLY ONLY WHEN THE NEGLIGENT ACT OF CITY IS A CONTRIBUTORY CAUSE OF THE RESULTANT INJURY, DEATH, OR DAMAGE, AND SHALL HAVE NO APPLICATION WHEN THE NEGLIGENT ACT OF CITY IS THE SOLE CAUSE OF THE RESULTANT INJURY, DEATH, OR DAMAGE. CONSULTANT FURTHER AGREES TO DEFEND, AT ITS OWN EXPENSE AND ON BEHALF OF CITY AND IN THE NAME OF CITY, ANY CLAIM OR LITIGATION BROUGHT AGAINST CITY AND ITS ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, VOLUNTEERS, AND REPRESENTATIVES IN CONNECTION WITH ANY SUCH INJURY, DEATH, OR DAMAGE FOR WHICH THIS INDEMNITY SHALL APPLY, AS SET FORTH ABOVE. 13.3 IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT CONSULTANT IS AND SHALL BE DEEMED TO BE AN INDEPENDENT CONTRACTOR AND OPERATOR RESPONSIBLE TO ALL PARTIES FOR ITS RESPECTIVE ACTS OR OMISSIONS AND THAT CITY SHALL IN NO WAY BE RESPONSIBLE THEREFORE. SECTION XIV -CHANGES AND AMENDMENTS 14.1 Except when the terms of this Agreement expressly provide otherwise, any alterations, additions, or deletions to the terms hereof shall be by amendment in writing executed by both CITY and CONSULTANT. 14.2 It is understood and agreed by the parties hereto that changes in local, state, and federal rules, regulations or laws applicable hereto may occur during the term of this Agreement and that any such changes shall be automatically incorporated into this Agreement without written amendment hereto, and shall become a part hereof as of the effective date of the rule, regulation, or law. SECTION XV -ENTIRE AGREEMENT 15.1 This Agreement and its exhibits constitute the final and entire agreement between the parties hereto and contain all of the terms and conditions agreed upon. No other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind the parties hereto unless same be in writing, dated subsequent to the date hereof, and only executed by the parties. SECTION XVI -NOTICES 16.1 For purposes of this Agreement, all official communications and notices between the parties shall be deemed sufficient if in writing and mailed, registered or certified mail, postage prepaid, to the addresses set forth below: CITY Gerald L. Chandler Fort Worth Police Department 350 West Belknap Street Fort Worth, Texas 76102 817-3 92-4219 gerald.chandler(a�fortworth og v.org Monica W. Wood Assistant City Attorney 1000 Throckmorton Street Fort Worth, Texas 76102 CONSULTANT Alex del Carmen, Ph.D. Del Carmen Consulting, LLC. 3051 Trevino Grand Prairie, Texas 75054 817-681-7840 dcconsulting@sbcglobal.net SECTION XVII -LAW APPLICABLE 17.1 THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND ALL OBLIGATIONS OF THE PARTIES CREATED HEREUNDER ARE PERFORMABLE IN TARRANT COUNTY, TEXAS. SECTION XVIII -LEGAL AUTHORITY 18. 1 The signer of this Agreement for CONSULTANT represents, warrants, assures, and guarantees that he has full legal authority to execute this Agreement on behalf of CONSULTANT and to bind CONSULTANT to all of the terms, conditions, provisions, and obligations herein contained. SECTION XIX -PARTIES BOUND 19.1 This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns, except as otherwise expressly provided for herein. SECTION XX -GENDER 20.1 Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. SECTION XXI -CAPTIONS 21.1 The captions contained in this Agreement are for convenience of reference only and in no way limit or enlarge the terms and/or conditions of this Agreement. SECTION XXII - GOVERNING LAW, SEVERABILITY 22.1 This Agreement shall be governed by the laws of the State of Texas. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. CITY OF FORT WORTH Jeffrey W. Halstead Chief of Police Signature: " Date: I�ZZ � 0 Tom Higgins Assistant City Manager Signature: Date. 110 APPROVED AS TO FORM AND LEGALITY: Monica Wofford Wood Assistant City Attorney T: Secretary Date: Lapa-[D Authority DEL CARMEN CONSULTING LLC Alex del Carmen President Signature: M&C: Not Required Contract Number: OFFICIAL RECQRD CITY SECRETARY FT. WORTH, TX E