HomeMy WebLinkAboutContract 54423 CSC No. 54423
FORTWORTH.
PROFESSIONAL SERVICES AGREEMENT
TEXAS COALITION FOR ANIMAL PROTECTION
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, through
its duly authorized Assistant City manager,Valerie Washington and Texas Coalition for Animal Protection,
("Contractor"or"TCAP"), a Texas Nonprofit Corporation, 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 Agreement for Professional Services;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
5. Exhibit D—Chapter 252 Exemption Form
Exhibits A, B, C, and D 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
C, or D 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.Contractor shall provide City with veterinary-related services. Exhibit
"A," - Scope of Services more specifically describes the services to be provided hereunder. Contractor
certifies that it has and will maintain during the term of this contract,current and appropriate federal,state,
and local licenses and permits to perform this contract. In addition, Contractor agrees to require any of its
subcontractors used to perform this contract to have and maintain current and appropriate federal,state and
local licenses and permits to perform the duties prescribed in this contract.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date")and shall expire one year from the Effective Date("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.
3.1 Payment. The City shall pay Contractor, in accordance with the provisions of this
Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all
purposes herein; however, total payment made under this Agreement by the City for all services
shall not exceed $50,000. Contractor shall not perform any additional services for the City not
OFFICIAL RECORD
Professional Services Agreement—Texas Coalition for Animal Protection CITY SECRETARY Page 1 of 18
FT.WORTH, TX
specified by this Agreement unless the City requests and approves in writing the additional costs
for such services. The City shall not be liable for any additional expenses of Contractor not
specified by this Agreement unless the City first approves such expenses in writing. Acceptance
by Contractor of payment shall operate as and shall release the City form all claims or liabilities
under this Agreement for anything related to,done or furnished in connection with the services for
which payment is made,including any act or omission of the City in connection with such services.
3.2 Non-Exclusive Provider. There is no guarantee expressed or implied as to the
minimum quantity of work that the City is obligated to provide or the minimum compensation to
be paid under this contract. This contract is not intended to establish an exclusive provider
relationship and the City retains the right to retain the services of other providers of veterinary
services. Contractor retains the right to provide veterinary-related services to other persons or
entities.
3.3 Invoices. The Contractor shall provide invoices to the City. Invoices shall contain a
detailed breakdown to include: type of service performed, date work performed, internal services
provided,and external supplies provided. Payment of services shall be due within thirty(30)days
of the uncontested performance of the particular services so ordered and recipt by the City of
Contractor's invoice for payment of same.
3.4 Billing Disputes. In the event of a disputed or contested,only that portion so contested
may be withheld from payment, and the undisputed portion will be paid. No interest will accrue
on any contested portion of the billing until mutually resolved. City will exercise reasonableness
in contesting any billing or portion thereof.
4. Termination.
4.1. Written Notice. City or Contractor may terminate this Agreement at any time and
for any reason by providing the other party with 30 days' written notice of termination.
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
Contractor 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 Contractor for services actually rendered up
to the effective date of termination and Contractor 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, Contractor shall provide City with copies of
all completed or partially completed documents prepared under this Agreement. In the event
Contractor has received access to City Information or data as a requirement to perform services
hereunder, Contractor 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. Contractor hereby warrants to City that Contractor has
made full disclosure in writing of any existing or potential conflicts of interest related to
Professional Services Agreement—Texas Coalition for Animal Protection Page 2 of 18
Contractor's services under this Agreement.In the event that any conflicts of interest arise after the
Effective Date of this Agreement,Contractor hereby agrees immediately to make full disclosure to
City in writing.
5.2 Confidential Information. Contractor, 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 all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit 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. Contractor 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. Contractor 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, Contractor 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. Rieht to Audit. Contractor 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 Contractor involving transactions
relating to this Agreement at no additional cost to City. Contractor agrees that City shall have access during
normal working hours to all necessary Contractor 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
Contractor reasonable advance notice of intended audits.
7. Independent Contractor.
7.1 Independent Contractor/Subcontractor. It is expressly understood and agreed that
Contractor 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, Contractor shall have the
exclusive right to control the details of its operations and activities and be solely responsible for
the acts and omissions of its officers,agents,servants,employees,Contractors and subContractors.
Contractor acknowledges that the doctrine of respondeat superior shall not apply as between City,
its officers, agents, servants and employees, and Contractor, its officers, agents, employees,
servants, Contractors and subContractors. Contractor further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Contractor. It is
further understood that City shall in no way be considered a Co-employer or a Joint employer of
Contractor or any officers, agents, servants, employees or subContractor of Contractor. Neither
Contractor, nor any officers, agents, servants, employees or subContractor of Contractor shall be
entitled to any employment benefits from City. Contractor shall be responsible and liable for any
Professional Services Agreement—Texas Coalition for Animal Protection Page 3 of 18
and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subContractor.
7.2 Non-Exclusive. This is a non-exclusive contract; Contractor is free to perform
veterinary related services for other clients and the City is free to contract with other
veterinarians.
7.3 Independent Judgment. In performing Contractor obligations and duties under
this agreement,Contractor is expected to exercise its independent judgment and discretion.
8. Liability and Indemnification.
8.1 LIABILITY-CONTRACTOR 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
CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. CONTRACTOR
SHALL NOT BE LIABLE FOR DAMAGES TO THE CITY WHICH ARISE FROM THE
SOLE NEGLIGENCE OF THE CITY'S OWN EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- CONTRACTOR HEREBY COVENANTS
AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES, FROM AND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO
CONTRACTOR'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 CONTRACTOR, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
9. Assignment and Subcontracting.
9.1 Assignment. Contractor 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 Contractor
under which the assignee agrees to be bound by the duties and obligations of Contractor under this
Agreement. Contractor and Assignee shall be jointly liable for all obligations of Contractor under
this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Contractor shall execute
a written agreement with Contractor referencing this Agreement under which sub Contractor shall
agree to be bound by the duties and obligations of Contractor under this Agreement as such duties
and obligations may apply. Contractor shall provide City with a fully executed copy of any such
subcontract.
Professional Services Agreement—Texas Coalition for Animal Protection Page 4 of 18
10. Insurance. Contractor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability: (If any automobile is used in performance of
contract)
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Contractor, 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) Worker's Compensation: (If Contractor's employees are used in the
performance of contract)
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
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
The above described Professional liability coverage is required for each licensed
Veterinarian performing any services under this Contract. 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. Contractor shall submit the
certificate of insurance evidencing the above coverage prior to each Veterinarian
performing any duties under this Contract. An annual certificate of insurance shall
be submitted to City to evidence coverage.
10.2 General Requirements
Professional Services Agreement—Texas Coalition for Animal Protection Page 5 of 18
(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 Contractor has obtained all
required insurance shall be delivered to the City prior to Contractor proceeding
with any work pursuant to this Agreement.
11. Compliance with Laws, Ordinances,Rules and Regulations.Contractor 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 Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall
immediately desist from and correct the violation.
12. Non-Discrimination Covenant. Contractor, for itself, its personal representatives,
assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the
performance of Contractor'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 CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORSS
OR SUCCESSORS IN INTEREST, CONTRACTOR 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:
Professional Services Agreement—Texas Coalition for Animal Protection Page 6 of 18
To CITY: To CONTRACTOR:
City of Fort Worth TCAP
Attn:Assistant City Manager for Code Attn: Stacey Schumacher, Executive Director
200 Texas Street PO BOX 77016
Fort Worth,TX 76102-6314 Fort Worth,TX 76177
Facsimile:(817)392-8654
With copy to Fort Worth City Attorney's Office at same
address
14. Solicitation of Employees. Neither City nor Contractor shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement 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 Contractor 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 Contractor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governine Law/Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity,legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. City and Contractor 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
Professional Services Agreement—Texas Coalition for Animal Protection Page 7 of 18
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 Contractor,their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument.
25. Warranty of Services. Contractor 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 Contractor's
option, Contractor 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 Contractor for the
nonconforming services.
26. Immieration Nationality Act. Contractor 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, Contractor shall provide City with copies of all
1-9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Contractor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Contractor employee who is not legally eligible
to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES,
SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Contractor,shall have
the right to immediately terminate this Agreement for violations of this provision by Contractor.
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, Contractor 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
Professional Services Agreement—Texas Coalition for Animal Protection Page 8 of 18
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 Contractor
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.
29. Chanee in Company Name or Ownership. Contractor 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 Contractor 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. Licenses and Permits.Contractor certifies that on the day work is to commence under this
Agreement,and during the duration of the contract,it shall have and maintain current valid and appropriate
federal and state licenses and permits necessary for the provision of services under this Agreement.
Contractor also certifies that if it uses any subcontractor in the performance of this agreement, that such
subcontractor shall have and maintain current valid and appropriate federal and state licenses and permits
necessary for the provision of services under this Agreement.
31. No Boycott of Israel. If Contractor has fewer than 10 employees or this Agreement
is for less than $100,000,this section does not apply. Contractor 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, Contractor certifies that Contractor's signature
provides written verification to the City that Contractor: (1)does not boycott Israel; and(2)will not
boycott Israel during the term of the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
Professional Services Agreement—Texas Coalition for Animal Protection Page 9 of 18
ACCEPTED A D AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By: Valerie Washington(Sep 8,2020 09:43 CDT) this contract,including ensuring all performance and Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
Tony(filler
By: Tony Hiller(Sep 3,2020 07:11 CDT)
APPROVAL RECOMMENDED: Name: Tony Hiller
Title: Code Compliance Superintendent
APPROVED AS TO FORM AND LEGALITY:
By: Tim Morton(Sep 3,2020 07:33 CDT)
Name: Tim Morton,DMV
Title: Assistance Director,Code Compliance ZQ/L�LGG2G2GCL
0o400n ChristopherAustr (Sep 3,2020 09:16 CDT)
ATTEST: pjq FORr° o,��� Name: Christopher Austria
o
~o oo�0 Title: Assistant City Attorney
Pvo o=d
n� CpQ*°°° o a44 nezp5�ap CONTRACT AUTHORIZATION:
By: V /i
Name: Mary Kayser M&C: N/A — 24089-03-2020 (March 19, 2020)
Title: City Secretary and 24161-04-2020(April 7,2020)
1295:N/A
Date:
CONTRACTOR:
Texas Coalition For Animal Protection
S�S
By: Stacey Schumacher(Sep 2,202013:13 CDT)
Name: Stacey Schumacher
Title: Executive Director
OFFICIAL RECORD
Professional Services Agreement—Texas Coalition for Animal Protection CITY SECRETARY Page 10 of 18
FT.WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
Perform spay/neuter surgery,recovery,discharge and any other tasks associated with spay/neuter
procedures.Animals will be selected for surgery by City employees.
The subcontractor veterinarian performing services hereunder will conform to all surgical standards as
dictated by the Texas Veterinary Medical Practice Act.
Follow-up care shall be provided by Contractor. Depending on the issue post- surgery, follow-up care
may either be free or be provided at an additional cost to the City with preapproval from the City.
Prices for pet sterilization included within this Agreement are comprehensive. They include and assume:
1.All veterinarians and support staff associated with the safe sterilization of pets from Fort Worth
Animal Care and Control are included within this proposal.
2.All veterinary staff is fully licensed and insured within Texas to practice veterinary medicine.
3.All drug and pet sterilization records will be recorded and will be maintained by Contractor as required
by Texas law.
4.All soft goods(materials,drugs and supplies)required for the sterilization of identified pets will be
provided by Contractor. This proposal also assumes Contractor's use of existing City materials(the use of
large items at the shelter, including,but not limited to: FWACC pet carriers for surgery transport or
surgical lights,tables, anesthesia machines and oxygen concentrators,mops and cleaning materials)if
surgeries are done onsite at the shelter.
5. Shelter staff will fill out surgery forms for pets prior to surgery to allow Contractor to accurately track
all services and provide surgery documentation for each pet serviced. All service documentation for new
pet owners(medical records as well as comprehensive post-operative care instructions)will be provided
to FWACC staff at the end of each day.New owners will be given the use of
Contractor's 24 hour Client Care Coordinator at no additional cost.
6. Shelter staff will deliver pets as allowed by Contractor's schedule or pets will be in clearly marked pet
carriers and ready for pickup at 8 a.m. for transport to a Contractor location if Contractor is providing the
transport.Based on the availability of Contractor's van,transport by Contractor will be very,very limited.
If surgeries are provided onsite, animals will be in the surgery area ready for exam at 8 a.m. To maintain
efficiency and stay on schedule,Contractor staff will not enter the shelter space and gather pets for
surgery prior to leaving if picking up animals for a shelter transport. All pets will be awake when returned
at end of business day to the shelter or before Contractor staff leaves the shelter if surgeries are done
onsite.
7.Post- surgical problems can be addressed by Contractor's veterinary teams after pets are adopted.
Exams are provided for free, and Contractor can address most all post-surgery concerns. These services,
however, are provided at an additional cost.Additional cost approved by the new owner are to be borne
by the new owner or billed to the City with pre-approved by the City. This is an extremely valuable
resource not offered by contracted veterinarians that don't have their own clinic. Contractor staff cannot
address bleeding disorders or other pre-existing diseases through our high volume clinics.From time to
time,concerns may be referred to area, full service clinics,if available.
Contractor Services Agreement—Exhibit A Page 11 of 18
8.Pricing includes a post- surgical pain injection for pets and dissolvable suture so that no return to the
shelter is required(unless stainless steel staples or other like materials are used in cases where the
veterinarians feel the pet would be better served).
9. Only healthy pets that weigh more than 2 pounds will be sterilized. Contractor veterinary staff will
have the ability to decline animals they feel are not good surgery candidates at all times.Pets that
are 5 years or older as well as pets that weight more than 80lbs.will be declined for service.
Actively bleeding female dogs will also be declined for service.
10.FWACC kennel staff,after free training provided by Contractor,will monitor pets daily during cage
cleaning post-surgery and alert our team of any concerns they have about pets post-surgically as soon as
problems develop.Post- surgical issues will be addressed on a case by case basis.
11.All dogs and non-feral cats will be vaccinated and microchipped prior to surgery per fee schedule.
12.Feral cats will be vaccinated for FVRCP and Rabies,treated for external parasites,ear-tipped,and
microchipped by Contractor using City materials per fee schedule.
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Professional Services Agreement—Exhibit A Page 12 of 18
EXHIBIT B
PRICE SCHEDULE
Pet Type Explanation of Service Cost of Service
Comprehensive Spay or Neuter including pain injection
for cats identified as feral by City staff at the time of
Feral Male* check-in. $40.00
Female Cat** Vaccinate FVRCP and Rabies,treat for external
parasites,ear-tip,and microchip by Contractor using City
materials.
Male Cat* Comprehensive Neuter including pain injection $35.00
Female Cat** Comprehensive Spay including pain injection $45.00
Female Dog** Comprehensive Spay including pain injection $65.00
Male Dog* Comprehensive Neuter including pain injection $65.00
FHCPCh $10.00
Anesthesia Only Anesthesia only: where a spay scar is found after $20.00
anesthesia
*Crypt Orchid Male This fee is assessed when a male animal' s testicle is $30.00
undescended into the scrotum
"Pregnant Female This fee is assessed when a female is pregnant $30.00
Rabies Vaccine $5.00
Microchip Insertion This fee will be assessed for Microchip insertion. $5.00
Transport Fee This fee is assessed when the Contractor transports $5.00
animals
Contractor Services Agreement—Exhibit B Page 13 of 18
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Contractor and to execute any agreement,
amendment or change order on behalf of Contractor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Contractor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Contractor. Contractor
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 Contractor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Contractor Services Agreement—Exhibit C Page 14 of 18
EXHIBIT D
CHAPTER 252 EXPEMTION FORM
FORT WORT Ft
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
This form must be provided when requesting to make a purchase over $50,000 without following
public bidding requirements.
Instructions: Fill out the entire form with detailed information. Once you have completed this
form, provide it to the Purchasing attorney for review. The attorney will review the information
you have provided and determine whether using an exemption to Chapter 252's biding
requirements would be defensible. If you are printing this form to provide to Legal, please do not
provide the Primer portion. Failure to provide sufficient information may result in follow up
questions and cause a delay in the attorney's determination.
Section 1: General Information
Requesting Department: Code Compliance
Name of Contract Manager: Tony Hiller
Department's Attorney: Christopher Austria
Item or Service sought: Veterinary-related services
Vendor: Texas Coalition for Animal Protection(TCAP)
Current Agreement for item/service: Yes X No
CSC#: 47457
How will this item or service be used: Perform spay/neuter surgery,recovery, discharge
and any other tasks associated with spay/neuter procedures.
Section 2: Exemption Justification
Please indicate which exemption you believe applies to the purchase and provide information to
support its applicability. Please refer to the Exemption Primer for detailed information about
common exemptions.
a procurement made because of a public calamity that requires the immediate appropriation
Contractor Services Agreement—Exhibit D Page 15 of 18
of money to relieve the necessity of the municipality's residents or to preserve the property of the
municipality;
a procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
a procurement necessary because of unforeseen damage to public machinery,equipment,or
other property;
_X_ a procurement for personal, professional, or planning services;
a procurement for work that is performed and paid for by the day as the work progresses;
a purchase of land or a right-of-way;
a procurement of items that are available from only one source,including:
a purchase of rare books, papers, and other library materials for a public library;
paving drainage, street widening, and other public improvements, or related matters,if at
least one-third of the cost is to be paid by or through special assessments levied on property that
will benefit from the improvements;
a public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in accordance
with the plans and purposes authorized by the voters;
a payment under a contract by which a developer participates in the construction ofa public
improvement as provided by Subchapter C, Chapter 212;
personal property sold:
(A) at an auction by a state licensed auctioneer;
(B) at a going out of business sale held in compliance with Subchapter F, Chapter 17,
Business &Commerce Code;
(C) by a political subdivision of this state, a state agency of this state, or an entity of the
federal government; or
(D) under an interlocal contract for cooperative purchasing administered by aregional
planning commission established under Chapter 391;
services performed by blind or severely disabled persons;
goods purchased by a municipality for subsequent retail sale by the municipality;
electricity; or
advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
Services provided require that all subcontractors are Veterinarian's and that any Veterinary staff
be fully licensed and insured within Texas to practice Veterinary medicine; which falls under the
definition of"disciplines requiring special knowledge or attainment and a high order of learning,
skill and intelligence" as noted in the opinion of the Texas Attorney General. Knowledge of
Veterinary Medicine, Surgical skills and adherence to all surgical standards as dictated by the
Texas Veterinary Medical Practice Act are needed to perform the duties of the agreement.
Contractor Services Agreement—Exhibit D Page 16 of 18
Section 3: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? ✓ Yes or No
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Yes or ✓No
If yes,please explain:
APPROVED:
Taylor Paris
Assistant City Attorney
Contractor Services Agreement—Exhibit D Page 17 of 18
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemption that apply to municipal purchases. If you
have questions about the information provided or need additional information,please contact your
department's assigned attorney.
1. A procurement made because of a public calamity that requires the immediate appropriation
of money to relieve the necessity of the municipality's residents or to preserve the property of the
municipality. This is generally used in cases of public emergency.
2. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents. This is a factual determination that will be used when the purchase directly
impacts public health and safety. Please note,this is generally a very narrow exception.
3. A procurement necessary because of unforeseen damage to public machinery,equipment,or
other property. Damage or immediately foreseeable damage that is caused by an unexpected event. This
will generally be used when a natural disaster or unforeseen failure occurs that impacts other property.
4. A procurement for personal,professional,or planning services;
Professional services are not defined under Chapter 252, so there is no precise definition to follow.
However,the Texas Attorney General has suggested that a professional service comprehends labor and
skill that is `predominately mental or intellectual,rather than physical or manual."'Tex.Atty Gen Op.
JM-940 (1988)(quoting Maryland Casualty Co.v. Cray Water Co., 160 S.W.2d 102(Tex. Civ.App.
Eastland 1942,no writ). The Texas Attorney General has also opined that"professional services"no
longer includes only the services of lawyers,physicians,or theologians,but also those members of
disciplines requiring special knowledge or attainment and a high order of learning, skill,and intelligence.
Id.
Facts needed to support a professional service exemption include the specialized requirements of that
profession and the mental and intellectual skill required by the person while performing the service.
Purchases of goods are not professional services.
5. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining whether a purchase
is of a good or service that is available from one source,you should not consider price or time to receive
the good or service. The information needed to support this exemption,is that no other provider can
provide the service or category of good except for the vendor you are proposing. Some examples of sole
source purchases include service agreements when only one vendor is authorized to work on the
equipment by the manufacturer and allowing another vendor would void the warranty;purchase of a good
that is copyrighted or trademarked and only provided by one vendor.
Contractor Services Agreement—Exhibit D Page 18 of 18