HomeMy WebLinkAboutContract 50766 ;- CITY SECRETARY
CONTRACT N0. D ...
Y 16 2018
PROFESSIONAL SERVICES AGREEMENT
"` t>��`fi0r SECA�A�Y BETWEEN THE CITY OF FORT WORTH AND RSVP SERVICES,INC.
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 Valerie Washington, its duly authorized Assistant City Manager, and RSVP
Services, Inc. ("Vendoej, a Texas Corporation, and acting by and throughMoA1jCtrit,ht4ES, its duly
authorized 81 n 72 , 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 will provide temporary veterinary and veterinary technician personnel as required by
City. Exhibit"A,"-Scope of Services more specifically describes the services to be provided hereunder.
2. TERM.
This Agreement shall begin on May 21, 2018 ("Effective Date') and shall expire on May 20,
2019 ("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,at City's sole discretion.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit`B,"—
Price Schedule. Total payment made under this Agreement for the first year by City shall be in an
amount not to exceed $99,000.00 Dollars. 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.
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 30 days'written notice of termination.
OFFICIAL.RECORD
CITY SECRETARY
Professional Services Agreement ff.WOWN
Between the City of Fort Worth and RSVP Services,Inc. Page I of 16
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City 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
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 VENDOR.
It is expressly understood and agreed that Vendor shall operate as an independent Vendor 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 be solely
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 2 of 16
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subVendors. 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,
Vendors and subVendors. 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 subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subVendor of Vendor shall be entitled to any employment benefits(including, but not limited to, workers'
compensation, unemployment compensation, and health insurance) 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 subVendor.
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 OR EMPLOYEES.
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 OR
MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS 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 the
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 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 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
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 3 of 16
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 Assienment. 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, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which 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:
10.1 Coveraize and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' 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
(c) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 4 of 16
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 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.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.
(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) 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. 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.
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 5 of 16
Vendor, for itself, its personal representatives, assigns, subVendors 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, SUBVENDORSS 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: To VENDOR:
City of Fort Worth RSVP Services Inc.
Attn: Valerie Washington,Assistant City Manager Monica Hughes
200 Texas Street Director of Operations
Fort Worth,TX 76102-6314 2701 Hartlee Field Road
Facsimile:(817)392-8654 Denton,TX 76208
Phone (800)256-4078
With copy to Fort Worth City Attorney's Office at same Facsimile: (940)381-1847
address
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
Vendor,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 of
employment by either party.
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.
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 6 of 16
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 shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall 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, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
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 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 A, B,
and C.
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 Exhibits A, B and C, 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.
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 7 of 16
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 NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify
the identity and employment eligibility of all employees who perform work under this Agreement.
Vendor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all
supporting employment eligibility and identity documentation for all employees, and upon request,
provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that
no services will be performed by any employee who is not legally eligible to perform such services.
Vendor shall provide City with a certification letter that it has complied with the verification
requirements required by this Agreement. Vendor shall indemnify City from any penalties or liabilities
due to violations of this provision. City shall have the right to immediately terminate this Agreement for
violations of this provision by Vendor.
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 City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has 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 whose name, title and
signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit
"C". Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 8 of 16
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
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 invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 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 Section 808.001 of the Texas Government Code. 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.
The Remainder of the Page was Intentionally Left Blank
(Signature Page Follows)
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 9 of 16
t IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
W day of L ,20]g
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
_watract,including ensuring all performance and
By: reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Sitgo By: r
Date: Name Tony Hiller
APPROVAL RECOMMENDED: Title: Code Compliance Superintendent
APPROVED AS TO FORM AND LEGALITY:
By: /I ---
Nam . randon
Title: Code Compli � cto Name: Matthew A urmy
/..{ Title: Assistant City Attorney
ATTEST-
TRACT AUTHORIZATION.
By. 1� s.•
ame: A UfYWGLT. ,
Titl ity Secretary
VENDOR:
RSVP SERVICES,INC. ATTEST:
L
By: Lug By:
Na e: r Name:
Title: Cr Title:
Date:
Professional Services Agreement
Between the City of Fon Worth and RSVP Services,Inc. OFFICIALWd
CC' SUpRY
yes 44
x -. f At—
EXHIBIT A
SCOPE OF SERVICES
1. GENERAL CONDITIONS
I.I. Veterinarian and veterinarian tech services shall be performed for one (1) shift, seven (7)
days per week, including holidays or as requested and approved by City representative.
1.2. The Vendor shall provide the City with temporary personnel to the fullest competency and
skill levels as set forth in the solicitation,RFP No. 18-0138.
1.3. The City reserves the right to immediately dismiss temporary personnel provided by the
Vendor, if the City becomes dissatisfied with the service for any reason.
1.4. Vendor shall furnish capable personnel, who shall be clean, appropriately dressed for the
assignment, and be no less than 18 years of age and possess a valid government
identification.
1.5. Personnel must be capable of working in public areas, able to work with City clients, show
attendees,and be willing to follow instructions from the Vendor.
1.6. Vendor shall provide personnel with a form of identifying clothing and name badge
including a jacket, shirt, and/or cap.
1.7. The City may elect to convert temporary personnel to full-time status.
1.8. The selected Vendor shall appoint one (1) person who is an employee of the Vendor who
will service this agreement and who will be the liaison between the City and Vendor.
1.9. The Vendor shall provide personnel who possess the necessary skills, knowledge and
ability to perform the roles into which they are to be placed. Assigned personnel must
possess the ability to deal effectively and courteously with the public, and the ability to
verbally communicate effectively with others.
1.10. The City reserves the right to reject personnel provided by the Vendor if they are found to
be unacceptable before or after starting on the task to which they have been assigned.
1.11. There shall be no obligation on the part of the City to hire any personnel it is supplied
under the terms of this agreement on a full-time basis following the term of the part-time
employment.
1.12. The Vendor shall set the hourly rate of pay for all personnel. Vendor is required to pay at
least minimum wage (as established by federal or Texas law, whichever is higher)to all its
employees who perform work on behalf of the City. Vendor shall be required, quarterly, to
provide satisfactory evidence to reflect this policy.
1.13. The Vendor shall establish the schedules of all personnel. Starting times shall vary and the
shifts may be for varying lengths of time. Temporary personnel will not be permitted to
work two(2)shifts in one twenty-four(24)hour period.
Professional Services Agreement Page 11 of 16
Between the City of Fort Worth and RSVP Services,Inc.
1.14. No overtime will be paid by the City. It is the Vendor's sole responsibility to schedule
and/or rotate personnel to ensure that they do not qualify for overtime.
1.15. The Vendor and all personnel shall be required to provide their own transportation to and
from their assigned work site. If transportation is provided by Vendor, a fee may not be
charged to the personnel.
1.16. Vendor shall furnish a daily time sheet with names of the personnel to the City
representative.The hours worked by all personnel shall be documented on this form.
1.17. The Vendor shall provide a guarantee of performance.
1.18. If the performance of any personnel is deemed unsatisfactory by City staff,that person shall
be immediately dismissed from his or her assignment with the City, and the Vendor shall
be paid for time actually worked by the dismissed personnel.
1.19. If any personnel leave the job site before completing their shift, no payment shall be
rendered for that shift.Payments shall be rendered only for hours worked.
1.20. Absolutely no visitors (including family members) shall be allowed at the work site during
the course of the work shift, unless they are, in fact, personnel of the Vendor assigned to
that job site.
1.21. Vendor shall also be solely responsible and liable for the safety, injury and health of its
personnel while its contract personnel are performing their duties on City property.
2. TEMPORARY PERSONNEL SERVICE ADDITIONAL REQUIREMENTS
2.1. The listed duties shown in this scope of services are only illustrative and are not intended to
describe every function that may be performed by personnel. The Vendor shall have the
sole responsibility to assign specific duties which are logically required for the assignment.
2.2. The Vendor shall be required to provide the City with personnel to the fullest competency
and skill levels as set forth in this scope of services.
2.3. During the performance of the agreement, the Vendor shall be required to adhere to the
following requirements:
2.3.1. Vendor's personnel are prohibited from performing duties while under the influence of
alcohol or illegal drugs, or if performance is impaired, while under the influence of
lawfully prescribed or over-the-counter drugs. If in the opinion of the City official, vendor
personnel are suspected of being impaired due to the influence of illegal drugs or lawfully
prescribed or over the counter drugs or alcohol,the personnel may be dismissed at any time
during the shift. Personnel may be subject to random drug and alcohol testing; however,
Vendor will be solely responsible for administering any drug or alcohol tests
3. DRESS CODE FOR TEMPORARY PERSONNEL—ALL JOB SITES
3.1. Vendor shall ensure that all of Vendor's personnel are clean and appropriately and safely
dressed for the assignment with proper footwear. No clothing shall be worn with any
promotion,logo,or advertisement.
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 12 of 16
3.2. Personnel are expected to maintain high standards of grooming and personal hygiene.
3.3. Appropriate seasonal outerwear, Safety glasses, hard hats or other personal protection
equipment, if necessary, must be supplied by the Vendor. The City is not responsible for
providing seasonal outerwear, safety glasses, hard hats, or any other personal protection
equipment.
3.4. For safety reasons, while on duty, Vendor shall not allow personnel to wear headphones,
musical devices,or sunglasses inside City facilities.
4. SHELTER VETERINARY TECHNICIAN GENERAL REQUIREMENTS
4.1. Veterinary Technician shall provide veterinarian technician services, including examining
animals, immobilizing animals, conducting laboratory tests, maintaining laboratory results
and medical files, administering vaccinations, performing a variety of medical procedures
and maintaining inventory,as directed by the Vendor.
4.2. The City prefers veterinary technicians with working knowledge of:
4.2.1. Basic methods and techniques of veterinary procedures;
4.2.2. Basic principles of anatomy,physiology and behavior of a large variety of animal species;
4.2.3. Basic principles and procedures of safe animal handling and restraint techniques;
4.2.4. Operational characteristics of veterinary equipment and tools;
4.2.5. Proper feeding and diet strategies of a variety of animal species.
4.3. Veterinary Technician preferred training and experience:
4.3.1. One year of Veterinary nurse/tech experience.
4.3.2. Prepare clear and concise reports and maintain accurate records.
4.3.3. Establish and maintain effective working relationships with those contacted in the course of
work.
4.3.4. The assigned task requires standing for prolonged periods of time; heavy, moderate or light
lifting.
5. SHELTER VETERINARIAN GENERAL REQUIREMENTS
5.1. Veterinarian shall perform visual inspections, examinations and treatments at all levels of
care of animals brought into or held in the shelter and ensure the overall health and care of
each animal, including performing spay/neuter surgical procedures on eligible animals,
overseeing the vaccination of eligible animals and the release of domestic animals after
rabies observation periods, and participating in all other aspects of animal care to
effectively care for animals and to control animal-related human health concerns.
5.2. The City prefers Veterinarians with Working Knowledge of:
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 13 of 16
5.3. Veterinary science principles,practices and techniques;
5.4. Principles of anatomy,physiology and behavior of a large variety of animal species;
5.5. Basic principles and procedures of safe animal handling and restraint techniques;
5.6. Techniques and procedures required in the veterinary medical care of a variety of
domestic or exotic animals;
5.7. Animal species,nutrition,habitats,behaviors and reproduction.
5.8. Veterinarian preferred training and experience:
5.8.1. Graduation from a college or university accredited by the American Veterinary Medical
Association with a Doctor of Veterinary Medicine(DVM)Degree
5.9. Prepare clear and concise reports and maintain accurate records.
5.10. Establish and maintain effective working relationships with those contacted in the course of
work.
5.11. The assigned task requires standing for prolonged periods of time; heavy, moderate or light
lifting.
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 14 of 16
EXHIBIT B
PRICE SCHEDULE
Fees for RSVP Employee:
Base Veterinarian Fee: $87.00 per hour
Base Veterinary Technician Fee: $24.00 per hour
Actual hourly fees will be negotiated and agreed upon in writing, including email communication,prior to
scheduling each relief shift. The negotiated hourly rate may be higher than the base rate based upon shift
(weekday, weekend or holiday), skill level requested (surgery, shelter medicine) and prevailing market
rates.
RSVP Employee(s)are billed by the hour on a rounded-up hourly basis,with a 5 hour minimum.
Placement Fee for hiring an RSVP Veterinarian:
If City desires to hire an Independent Contract Veterinarian(s) as an employee or independent contractor,
outside of the temporary placement services of RSVP, this constitutes an agreement to pay a placement
fee of$7,000 to RSVP. This RSVP standard placement fee applies to situations where City has requested
assistance locating a veterinarian or to situations where the City has intentionally or unintentionally
chosen to hire or use the services of an RSVP Independent Contract Veterinarian outside of the temporary
placement services of RSVP. During the period of this Agreement and for a period of six (6) months
following the termination of this Agreement, City shall not, either directly or indirectly, offer to contract
the services of any Independent Contract Veterinarian(s) who City has contracted previously through
RSVP or came into contact with as a result of RSVP, unless they pay the RSVP placement fee. This
agreement applies to all personnel sent out from RSVP or those whose first contact was initiated by
RSVP and the hiring party, either verbally or in writing, and extends for a period of 6 months beyond the
most recent communication or contracting by RSVP. This placement fee would apply to any hiring
situation where an RSVP Independent Contract Veterinarian(s) has had communication with RSVP or
City in the prior six(6) months as a direct result of RSVP (prior shifts worked or prior communication
from RSVP). City shall communicate to RSVP its intention to hire any RSVP Independent Contract
Veterinarian(s). Failure to communicate this intention does not relieve City of its commitment to pay the
RSVP Standard Placement fee of$7,000.
Hiring RSVP Veterinary Technician:
In the event that City hires, either directly or through a third party, an RSVP Employee independent of
RSVP, RSVP shall be compensated with a$2,000 placement fee. This agreement applies to all personnel
sent out from RSVP or those whose initial contact was initiated by RSVP and the hiring party, either
verbally or in writing, and extends for a period of 6 months beyond the most recent communication or
contracting of RSVP personnel.
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 15 of 16
EXHIBIT C
p� J ,/ 7 pV�ERIFICATION OF SIGNATURE AUTHORITY
tfW .l (n=f / +J
mon,c a
(OP—i . laAyPr cpm
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form("Form'] hereby certifies that the following individuals
and/or positions 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: /JIO/i /64
Position: / dam
14
ign tire r.
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President!CEO
Other Title: Q
Date: ' f J
Professional Services Agreement
Between the City of Fort Worth and RSVP Services,Inc. Page 16 of 16