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