HomeMy WebLinkAboutContract 61279Professional Services Agreement between
The City of Fort Worth and Del Carmen Consulting, LLC Page 1 of 15
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into by
and between the CITY OF FORT WORTH (“City”), a Texas home rule municipal corporation acting by
and through William Johnson, its duly authorized Assistant City Manager, and DEL CARMEN
CONSULTING, LLC (“Vendor”), a Texas limited liability company acting by and through Alex del
Carmen, its duly authorized President, each individually referred to as a “party” and collectively referred
to as the “parties.”
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1.This Professional Services Agreement;
2.Exhibit A – Scope of Services;
3.Exhibit B – Price Schedule; and
4.Exhibit C – Verification of Signature Authority Form.
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
Vendor agrees to conduct audits and statistical analyses of the annual racial profiling data collected
by the Fort Worth Police Department (“FWPD”). Such audits and statistical analyses shall be completed in
accordance with:
A. The requirements of Texas Senate Bill 1074 and the Sandra Bland Act; and
B. Accepted standards for testing the validity of statistical data.
Exhibit A – Scope of Services, more specifically describes the services to be provided hereunder.
2.TERM.
This Agreement shall begin on October 1, 2024 (“Effective Date”) and shall expire on September
30, 2025 (“Expiration Date”), unless terminated earlier in accordance with this Agreement (“Initial Term”).
City shall have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions, for up to four (4) one-year renewal options that will begin on October 1st of each year in which
a renewal is requested by the City and shall expire on September 30th of the following year, each a “Renewal
Term.”
3.COMPENSATION.
City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit B, – Price
Schedule. Total payment made under this Agreement shall not exceed twenty-five thousand dollars
($25,000.00) annually. Vendor shall not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the additional costs for
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such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement
unless City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with at least 30 days’ written notice of termination.
4.2 Non-Appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City Council in any fiscal period for any payments due hereunder, City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations
were received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason, Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City-provided data to City in a machine-readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents, and employees, agrees
that it shall treat all information provided to it by City (“City Information”) as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete, or otherwise corrupt City Information in
any way. Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
contract, or the final conclusion of any audit commenced during the said three years, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers, and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working
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hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order
to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
7. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative, or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and shall be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
consultants, and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no
way be considered a co-employer or a joint employer of Vendor or any officers, agents, servants,
employees, or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees, or
subcontractors of Vendor shall be entitled to any employment benefits from City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees, or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS
AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS,
CONTRACTORS, SUBCONTRACTORS, OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES TO
DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION
AGAINST CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, TRADE
SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY’S USE OF SOFTWARE
AND/OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING
UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY SHALL NOT APPLY
IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS
VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS
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AGAINST CITY PURSUANT TO THIS SECTION, VENDOR SHALL HAVE THE RIGHT TO
CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR
ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM;
HOWEVER, CITY SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH
SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY’S
INTEREST, AND CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE
EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT
OF COSTS OR EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR
INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY SHALL HAVE THE SOLE RIGHT
TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS
FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH
CLAIM; HOWEVER, VENDOR SHALL FULLY PARTICIPATE AND COOPERATE WITH CITY IN
DEFENSE OF SUCH CLAIM OR ACTION. CITY AGREES TO GIVE VENDOR TIMELY WRITTEN
NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY
RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY’S
ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE VENDOR’S
DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR
DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE
THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR
COMPROMISE, SUCH USE IS MATERIALLY ADVERSELY RESTRICTED, VENDOR SHALL, AT
ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE
RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY
THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON-INFRINGING, PROVIDED
THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT
CITY'S AUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C)
REPLACE THE SOFTWARE AND/OR DOCUMENTATION WITH EQUALLY SUITABLE,
COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON-INFRINGING SOFTWARE AND/OR
DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE
FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR, TERMINATE THIS
AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO
WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY
UNDER LAW.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations, or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment, the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a written
agreement with Vendor referencing this Agreement under which subcontractor shall agree to be bound by
the duties and obligations of Vendor under this Agreement as such duties and obligations may apply.
Vendor shall provide City with a fully executed copy of any such subcontract.
9.3 The failure of any subcontractor or assignee to execute a separate, written agreement, as
required by this Agreement, shall not be deemed a waiver of that requirement by the City.
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10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability policy shall name City as an additional insured
thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
(b) A minimum of thirty (30) days’ notice of cancellation or reduction in limits of
coverage shall be provided to City. At lease ten (10) days’ notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(c) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of Risk Management is required.
(d) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
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11. COMPLIANCE WITH LAWS, ORDINANCES, RULES, AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state, and local laws, ordinances, rules, and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules,
or regulations, Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors, and successors in interest,
as part of the consideration herein, agrees that in the performance of Vendor’s duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST,
VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY
AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants, or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received
by the other party by United States Mail, registered, return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney’s Office at
same address
To VENDOR:
del Carmen Consulting, LLC
Alex del Carmen, Ph.D., President
3122 Westwood Drive
Arlington, Texas 76012
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor, any person who is or has been employed by the other during the term of this Agreement, without
the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement for employment
by either party.
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15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor’s
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW / VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Vendor will exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but will not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes;
lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of
government; material or labor restrictions by any governmental authority; transportation problems;
restraints or prohibitions by any court, board, department, commission, or agency of the United States or
of any States; civil disturbances; other national or regional emergencies; or any other similar cause not
enumerated herein but which is beyond the reasonable control of the Party whose performance is affected
(collectively, “Force Majeure Event”). The performance of any such obligation is suspended during the
period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides
notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party’s
performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the
reasonableness of such notice to be determined by the City in its sole discretion. The form of notice
required by this section will be the same as Section 13.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement.
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21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have had the opportunity to review and
revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits.
22. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including its attached exhibits, contains the entire understanding and agreement
between City and Vendor, their assigns, and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)
days from the date that the services are completed. In such event, at Vendor’s option, Vendor shall either
(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION AND NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
VENDOR, VENDOR’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City,
upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations
of this provision by Vendor.
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27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement (collectively, “Work Product”). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret, and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation, or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title, and interest in and to the Work Product,
and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of the City.
28. SIGNATURE AUTHORITY.
Each person signing this Agreement hereby warrants that they have the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by proper
order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these
warranties and representations in entering into this Agreement or any amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP.
Vendor shall notify City’s Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Vendor or an
authorized official must sign the letter. A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation, such as an updated W-9, documents filed with the
state indicating such change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL.
If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have
the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
contract, Vendor certifies that Vendor’s signature provides written verification to City that Vendor: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
31. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the
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City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more
that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott
energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the
extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement.
32. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the
City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm
trade association during the term of this Agreement.
33. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature, which will be considered as an original
signature for all purposes and have the same force and effect as an original signature. For these purposes,
“electronic signature” means electronically scanned and transmitted versions (e.g. via pdf file or facsimile
transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: ___________________________
Name: William Johnson
Title: Assistant City Manager
Date: ___________________________
APPROVAL RECOMMENDED:
By: ______________________________
Name: Robert A. Alldredge, Jr.
Title: Executive Assistant Chief
ATTEST:
By: ______________________________
Name: Jannette S. Goodall
Title: City Secretary
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
contract, including ensuring all performance and
reporting requirements.
By: ______________________________
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND LEGALITY:
By: ______________________________
Name: Andrea Phillips
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: Not required
VENDOR:
DEL CARMEN CONSULTING, LLC
By:
Name: Alex del Carmen, Ph.D.
Title: President
Date: ____________________________
CSCO#___________
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EXHIBIT A
SCOPE OF SERVICES
1.1 Vendor agrees to conduct audits and statistical analyses of the annual racial profiling data collected
by FWPD. Such audits and statistical analyses shall be completed in accordance with:
A. The requirements of Texas Senate Bill 1074 and the Sandra Bland Act; and
B. Accepted standards for testing the validity of statistical data.
1.2 Vendor agrees to perform and complete the audits and statistical analyses for the Initial Term in
accordance with the schedule and requirements in Table 1 below.
Deliverable Audit Period Data Delivery Date
(By CITY to
VENDOR)
Due Date
(Of Deliverable from
VENDOR to CITY)
Audit 1 10/1/24 to 12/31/24 1/10/25 1/24/25
Audit 2 1/1/25 to 3/31/25 4/10/25 4/24/25
Audit 3 4/1/25 to 6/30/25 /10/25 /24/25
Audit 4 7/31/25 to 9/30/25 10/10/25 10/24/25
2024 Annual Racial
Profiling Report
1/1/24 to 12/31/24 N/A 2/14/25 (Report not
dependent on Audits)
Table 1
A. On the Completion Date for each Audit and for the Annual Racial Profiling Report as
specified in Section 1.2, Vendor shall provide written, accurate reports to FWPD outlining
the data audit findings and recommendations regarding data acquisition mechanisms. In
addition, Vendor agrees to provide guidance on data deliverables related to racial profiling
while presenting the annual racial profiling report before City Council.
B. In the event that there are any inaccuracies in the data, audits, or reports that are identified
by City upon receipt of the audit or report from Vendor, Vendor shall cure all inaccuracies
or deficiencies within five (5) business days. City will not be liable for future payments of
any specific milestone, as listed below in Exhibit B, until all defects regarding the data,
audits, or reports have been cured.
C. For any subsequent Renewal Term, a similar price schedule and deliverable time period will
be attached as an addendum to this Agreement.
1.3 On the Completion Date of the 2024 Annual Racial Profiling Report specified in Section 1.2, Vendor
shall provide a comprehensive statistical analysis including appropriate tables, graphs, and citations
to referenced materials.
Professional Services Agreement between
The City of Fort Worth and Del Carmen Consulting, LLC Page 13 of 15
1.4 On or before the respective Deliverable Due Dates in Section 1.2, an original of all audit and annual
reports shall be submitted to:
The Fort Worth Police Department
Executive Assistant Chief Robert A. Alldredge, Jr.
1.5 On or before the respective Due Dates in Section 1.2, an electronic version of all audit and annual
reports shall be delivered electronically to Executive Assistant Chief Robert A. Alldredge, Jr. as
stated in Sections 1.4 and 1.5.
1.6 City agrees to provide to Vendor, the Data Delivery Dates specified in Section 1.2 above, the
necessary racial profiling data to be evaluated by Vendor. City shall provide the data to Vendor in a
quantifiable manner in an Excel spreadsheet.
1.7 Modifications to the schedule set forth in Section 1.2 above may be made only with the prior written
approval of City.
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Professional Services Agreement between
The City of Fort Worth and Del Carmen Consulting, LLC Page 14 of 15
EXHIBIT B
PRICE SCHEDULE
The City agrees to pay Vendor an amount not to exceed twenty-five thousand dollars ($25,000.00) annually
as total compensation for all racial profiling data and statistical analysis services as defined in Exhibit A of
this Agreement. The City shall follow the billing schedule outlined below for the Initial Term of the
Agreement. For any subsequent Renewal Term, a new price schedule and deliverable time period will be
attached as an addendum to this Agreement.
In the event that there are any inaccuracies in the data, audits, or reports that are identified by City upon
receipt of the audit or report from Vendor, Vendor shall cure all inaccuracies or deficiencies within five
(5) business days. City will not be liable for future payments of any specific milestone, as listed below,
until all defects regarding the data, audits, or reports have been cured.
Price Schedule Upon Accurate Deliverables Being Fulfilled:
A) Payment # 1 for $5,000 to be billed by November 1, 2024
Services Rendered: Compliance Audit 1
B) Payment #2 for $5,000 to be billed by February 1, 2025
Services Rendered: Racial Profiling Report
C) Payment # 3 for $5,000 to be billed by March 1, 2025
Services Rendered: Compliance Audit 2
D) Payment # 4 for $5,000 to be billed by June 1, 2025
Services Rendered: Compliance Audit 3
E) Payment #5 for $5,000 to be billed by August 1, 2025
Services Rendered: Compliance Audit 4
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Professional Services Agreement between
The City of Fort Worth and Del Carmen Consulting, LLC Page 15 of 15
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Del Carmen Consulting, LLC
Alex del Carmen, Ph.D., President
3122 Westwood Drive
Arlington, Texas 76012
Execution of this Signature Verification Form (“Form”) hereby certifies that the following individuals
have the authority to legally bind Vendor and to execute any agreement, amendment, or change order on
behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance, or other
authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this
Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form
within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on
any current executed Form until it receives a revised Form that has been properly executed by Vendor.
1. Name:
Position:
_______________________________________
Signature
2. Name:
Position:
_______________________________________
Signature
3. Name:
Position:
_______________________________________
Signature
Name: Alex del Carmen, Ph.D., President
_______________________________________
Signature of President / CEO
Other Title: ______________________________
Date: ___________________________________