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HomeMy WebLinkAbout064106 - General - Contract - Del Carmen Consulting, LLCCity Secretary Contract No. ��� ����� PROFESSIONAL SERVICES AGREEMENT 64106 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 its duly authorized Assistant City Manager, and Del Carmen Consulting, LLC. ("Vendor"), a Texas Limited Liability Company (LLC), acting by and through its duly authorized representative, 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; and 3. Exhibit B— Price Schedule. Exhibits A and B, 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 or B and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scone of Services. Vendor will provide analytical, advisory, training, and continuous- improvement services to the Fort Worth Constitutional Policing Unit (CPU) ("Services"). E�ibit "A," - Scope of Services more specifically describes the services to be provided hereunder. Vendor will perform the Services in accordance with standards in the industry for the same or similar services. In addition, Vendor will perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement control. 2. Term. The Initial Term of this Agreement is for one (1) year, beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement. City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four one-year renewal option(s) (each a "Renewal Term"). 3. Comuensation. City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code), provisions of this Agreement, and Exhibit "B," — Price Schedule, which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement during any individual term will not exceed seventy-four thousand dollars and zero cents ($74,000.00). 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 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. OFFICIAL RECORD CITY SECRETARY Professional Services Agreement-Del Carmen FT. WORTH, TX Page 1 of 16 City Secretary Contract No. 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-Annroariation of Funds. In the event no funds or insufficient funds are appropriated by Fort Worth 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 Oblieations 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 information or data to City in a machine-readable format or other format deemed acceptable to City. 4.4 Upon termination or expiration, Consultant will deliver all completed and in-progress work and assist in an orderly transition as reasonably requested. 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 Public Information Act. City is a government entity under the laws of the State of Texas and as such all documents held or maintained by City may be subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked by Vendor as Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit to the Texas Attorney General's Office reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 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 Professional Services Agreement-Del Carmen Page 2 of 16 City Secretary Contract No. 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 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. Indenendent 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, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City and its officers, agents, servants and employees, and Vendor and Vendor's officers, agents, employees, servants, vendors 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 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, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLtIDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCTS OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, OR EMPLOYEES. Professional Services Agreement-Del Carmen Page 3 of 16 City Secretary Contract No. 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 VENDOR'S 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 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 INTERESTS, AND CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND 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: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; (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; (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 AT LAW OR IN EQUITY. Assignment and Subcontractin�. 9.1 Assi�nment. 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 by which the Professional Services Agreement-Del Carmen Page 4 of 16 City Secretary Contract No. 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, the sub vendor shall execute a written agreement with Vendor referencing this Agreement by which the sub vendor 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. 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: 101 Covera�e and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned. (c) Workers' Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state warkers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): � Applicable [❑� N/A $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 Professional Services Agreement-Del Carmen Page 5 of 16 City Secretary Contract No. 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 Reauirements (a) The commercial general liability and automobile liability policies 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) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. A minimum of 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, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the address identified in Section 13 below. (d) 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. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f j 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. 11. Comuliance with Laws. Ordinances, Rules, and Re�ulations. 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 exchanged, 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, SUBVENDORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. Professional Services Agreement-Del Carmen Page 6 of 16 City Secretary Contract No. 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 Atm: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 To VENDOR: Del Carmen Consulting LLC. Atm: Alejandro Del Carmen 3122 Westwood Dr. Arlington, TX. 76102 Alejandro Del Carmen, President 817-681-7840 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emplovees. 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 other party. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that City does not waive or surrender any of its governmental powers or immunities by execution of this Agreement. 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. Severabilitv. 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 Maieure. 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; materials 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 State; civil disturbances; other national or regional emergencies; or any other Professional Services Agreement-Del Carmen Page 7 of 16 City Secretary Contract No. 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. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of contract construction to the effect that any ambiguities are 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 executed by an authorized representative of each party. 23. Entiretv of Agreement. This Agreement, including its attached exhibits, contains the entire understanding and agreement between City and Vendor, including any assigns and or 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. Counteruarts. 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. Warrantv of Services. Vendor warrants that its services will be of a high 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. Immi�ration and Nationalitv 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 fortns and supporting eligibility documentation for each employee who performs wark under this Agreement. Vendor shall adhere to all federal and state laws and 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 CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR OR 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. 27. Ownershiu of Work Product. City shall be the sole and exclusive owner of all reports, Professional Services Agreement-Del Carmen Page 8 of 16 City Secretary Contract No. 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 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 or instrument of transfer, free from any claim, lien for balance due, or rights of retention thereto. 28. Signature Authoritv. 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 pariy is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Comnanv Name or Ownershin. For the purpose of maintaining updated City records, Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or an address change. The president of Vendor or 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, a copy of the board of directors' resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the speciiied documentation may adversely impact future invoice payments. 30. No Bovcott of IsraeL If Vendor has fewer than 10 employees or this 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, the 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 Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 31. Prohibition on Bovcotting Ener�v Comnanies. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. 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. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not Professional Services Agreement-Del Carmen Page 9 of 16 City Secretary Contract No. apply. Vendor acknowledges that in accordance Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the company 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, email, or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (remainder of page intentionally left blank) (signature page follows) Professional Services Agreement-Del Carmen Page 10 of 16 ACCEPTED AND AGREED: CITY OF FORT WORTH: CITY OF FORT WORTH �J� � B: � Y Name: William Johnson Title: Assistant City Manager Date: 10/10/2025 APPROVAL RECOMMENDED: By: Rober Alldr/�Oct 9, 2025 15:55:04 CDT) Name: Robert A. Alldredge, Jr. Title: Executive Assistant Chief ATTEST: 4 �FORT �P OFa°° lYdD A�� �9d0 o!�� .ip ,n w ,,,.�-�-o � �%"w� �QA ��8* a C'���1v'� �Qb nEXP`'oo 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. K�-�h ►�yn A�cee By: Kathryn Agee (Oct J, 2025 15:40 9'g CDT) Name: Kathryn Agee Title: Senior Management Analyst APPROVED AS TO FORM AND LEGALITY: By; �y�2�:�a�C� Name: Amarna Muhammad Title: Assistant City Attorney BY� CONTRACT AUTHORIZATION: Name: Jannette S. Goodall M&C: None Required Title: City Secretary Date Approved: Form 1295 Certification No.: N/A VENDOR: Del Carmen Consulting, LLC. By: ��� �� Name: Alejandro Del Carmen Title: President Date: 10/9/25 �FFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement-Del Carmen Page 11 of 16 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES Purnose and Overview The Constitutional Policing Unit (CPL� exists to ensure that the Fort Worth Police Department (FWPD) operates consistently with the U.S. Constitution, Texas law, and departmental policies reflecting best practices in community trust, transparency, and accountability. This agreement provides for professional consulting, training, data analysis, and policy development services to operationalize the CPU as a sustained compliance and cultural reform division. Obiectives 1. Draft an operational charter and SOP shell covering intake, planning, fieldwork, analysis, reporting, implementation, monitoring, records, and communications. 2. Strengthen constitutional and procedural justice practices within FWPD. 3. Establish sustainable systems of accountability and transparency. 4. Develop and train sworn and civilian staff on constitutional policing principles. 5. Align FWPD practices with national best practices and consent decree benchmarks (where applicable). 6. Foster public trust through data transparency and community engagement initiatives. Governance and Onerating Rhvthm The Consultant will operate under a structured governance and meeting cadence that ensures transparency, accountability, and alignment with departmental leadership priorities. • Cadence: May be adjusted by mutual agreement and documented through an Amendment. o Weekly working sessions [Consultant + Contract Ofiicer's Representative (COR)]. o Monthly executive briefings to the Chief's Office by the Sth o Quarterly progress reviews to align priorities and resources. o Ad Hoc as required. • Intake and Prioritization: Maintain a centralized request log; score opportunities by risk, impact, and feasibility; and propose a rolling 90-day plan for approval. • Document Control: Use of secure, role-based repository, implement versioning, naming conventions, draft watermarks, and role-based access for all CPU materials. o Records. Consultant will maintain project records in an organized repository and provide copies to the City upon request. Final deliverables will be transmitted in editable and PDF formats. o Limit access to personnel with need-to-know. o Public release of materials will occur only after City authorization is granted in writing. • Risk Register: Maintain and track a living risk/issue log with owners, mitigations, and due dates until closure. • Work Product: Final reports, training materials, SOPs, dashboards (excluding software licenses), and other deliverables created specifically for the City under this Agreement are "Work Product" and will be owned by the City upon acceptance and payment. Professional Services Agreement-Del Carmen Page 12 of 16 City Secretary Contract No. • Pre-Existing Materials: Consultant retains rights to pre-existing tools, templates, and know-how. Consultant grants the City perpetual, non-exclusive, royalty-free license to use such embedded materials solely for City governmental purposes. • Background & Premises: Complete required background checks; comply with facility rules and information security requirements. Methods and Review Tvnes The Consultant will employ a structured portfolio of review types, consistent with professional standards for internal oversight, quality assurance, and academic evaluation: • Strategic Reviews: Systems-level assessments of policy, training, operations, and data ecosystems. • Limited-Scope Reviews: Focused assessments of specific divisions, sections, or units. • Inspections: Targeted internal control and compliance checks. • Data Reviews: Monthly "quick scans" and quarterly "deep dives" incorporating exception rules and data validation gates. • Special Initiatives: Policy "red-team" reviews, executive briefing papers, training design and evaluation, and emerging risk studies. Illustrative Focus Areas The Consultant shall address the following operational domains, to be prioritized jointly with FWPD leadership: • Use-of-Force: Documentation lifecycle, supervisory review, timeliness, and accuracy. • Body-Worn Camera: Activation compliance, metadata integrity, audit trail management. • Complaints and Commendations: Intake, classification, routing, and transparency. • Arrests, Detentions, and Searches: Legal thresholds, articulation, and supervisor sign-off workflows. • Vehicle Pursuits and Emergency Driving: Policy adherence, after-action learning, and risk mitigation. • Special Events and Crowd Management: First Amendment considerations, planning, and after- action reviews. • Mental Health and Crisis Response: Coordination, de-escalation documentation, and referral pathways. • Juvenile Interactions: Procedures, notifications, and safeguards. • Language Access and Disability Accommodation: Communication access, documentation, and training integration. • Records Management: Retention, release, redaction, and audit trail quality assurance. • Evidence and Property Room Management: Chain-of-custody controls and access management. • Confidential Funds and Cash Handling: Dual-control processes, reconciliations, and exception tracking. • Technology and Data Systems: Access control, data quality rules, and system integration. • Training Lifecycle: Needs assessment, curriculum design, evaluation, and reinforcement. • Early Intervention System (EIS): Indicators, thresholds, and case-management protocols. Service Levels and Meeting Cadence • Information Requests: Acknowledged within 2 business days; delivery target within 5-10 business days. • Draft Turnaround: Working drafts within 15 business days of fieldwork completion, subject to Professional Services Agreement-Del Carmen Page 13 of 16 City Secretary Contract No. scope and dataset size. Executive Briefs: One-page decision memos for time-sensitive risks within 3 business days. Standing Meetings: o Weekly working session (Consultant + COR) o Monthly executive update o Quarterly progress review Roles and Interfaces Consultant may engage qualified associates or subconsultants (e.g., data analysts or training facilitators) to support tasks, provided Consultant remains responsible for all work and ensures compliance with confidentiality and security requirements. • Consultant (Criminologist in Residence): Leads design, fieldwork, analysis, reporting, Key Performance Indicators (KPIs) development, and implementation support; produces public summaries (as authorized); maintains data governance and leads training and special initiatives. • FWPD Liaison Lieutenant (COR): Coordinates access, logistics, and operational integration; validates feasibility; and receives and manages acceptance of deliverables. • FWPD Partners (Legal, Training, Technology, Records, Communications): Provide legal review, policy alignment, data access, records management, and approved communication support. Performance- Kev Performance Indicators (KPIs) • Consultant performance will be assessed based on: o Timeliness and quality of deliverables; o Implementation rate of approved recommendations; o Stakeholder satisfaction (internal and external); and o Measurable improvements in process integrity and compliance outcomes. KPI Strategic Reviews submitted (Internal Reports) Limited Scope Reviews submitted Inspections finalized Improvements implemented (approved actions) Body-Worn Camera activation audit pass rate Complaint intake & classification timeliness Owner Consultant Consultant Consultant Consultant Consultant Consultant Frequency Quarterly Quarterly Quarterly Monthly Quarterly Monthly Deliverable Internal Report & approval memo Internal Report & adoption plan Final Report & Institutional Response Implementation tracker entries Audit samples & audit trails Intake timestamps & routing logs � Training coverage (targeted) Consultant Quarterly Rosters & evaluations � Monthly Consultancy Reports Consultant Monthly Report pack to Chief's delivered Ofiice Reporting: Monthly Consultancy Report (by the Sth); Quarterly Progress Snapshot (internal; public summary as authorized); ad hoc executive briefs for emerging issues. Year-1 Deliverables & Milestones Minimum deliverables for FY 2026 (Oct 1, 2025 — Sep 30, 2026): Professional Services Agreement-Del Carmen Page 14 of 16 City Secretary Contract No. 1. CPU Charter, SOP shell, operating templates, and naming conventions (Months 1-2). 2. KPI dictionary and internal dashboard shell (Months 2-3). 3. Strategic Review #1 (systems-level): plan, fieldwork, Internal Report, approved implementation plan, public summary (as authorized) (Months 4-8). 4. Limited Scope Review #1 (unit-level): transmittal, fieldwork, Internal Report, approved implementation plan (Months 4-8). 5. Inspection #1 (internal controls): questionnaire, on-site verification, Final Report, Institutional Response, follow-up (Months 6-10). 6. Policy & Training Modernization Package: updated policy draft(s), training refreshers, and a supervisor toolkit (Months 6-11). 7. Early Intervention System (EIS) Blueprint: indicators, thresholds, workflows, and pilot plan (Months 7-12). 8. Communications & Transparency Framework: internal briefs, public summary template(s), and posting workflow (Months 5-9). 9. Training: at least four targeted sessions tied to findings and implementation (delivered across the year). 10. Monthly Consultancy Reports (12) and Quarterly Progress Snapshots (4, internal; public summary as authorized). 1 L Implementation Tracker and verification memoranda for approved improvements (rolling). * Schedules may be modified by mutual written agreement to accommodate operational priorities. Professional Services Agreement-Del Carmen Page 15 of 16 EXHIBIT B PRICE SCHEDULE Fixed Fee: $18,500 per quarter; $74,000 total for the fiscal-year term (initial term) Quarterly Invoicing: Q1: Services Oct 1— Dec 31 Q2: Services Jan 1— Mar 31 Q3: Services Apr 1— Jun 30 Q4: Services Jul 1— Sep 30 All-Inclusive Pricing: Fee includes all labor, tools, materials, travel, and overhead. Professional Services Agreement-Del Carmen Page 16 of 16 F+DRT ��RTH�} City Secretary's Office Contract Routing & Transmittal Slip ContraCtor's Name: Del Carmen Consulting LLC Subject of the Agreement: provide analytical, advisory, training, and continuous-improvement services to the Fort Worth Constitutional Policing Unit (CPU). M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? XYes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If�different from lhe approval dale. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processin� in the followin� order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the infor7nation is required and if the information is nol provided, the contract will be returned to the department.