HomeMy WebLinkAboutContract 58740City Secretary Contract No. 58740
SORTWORTHO
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by
and through Valerie Washington its duly authorized Assistant City Manager, and Dr. Carolyn Fauber, DVM
("Vendor"), 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 Vendor Services Agreement;
2. Exhibit A —
Scope of Services or Goods;
3. Exhibit B —
Price Schedule;
4. Exhibit C —
Chapter 252 Exemption
5. Exhibit D —
Verification of Signature Authority Form.
6. Exhibit E
— Conflict of Interest Questionnaire.
Exhibits A, B, C, D, and E 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, D, or E 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 shall provide City with veterinary services ("Services"), which
are set forth in more detail in Exhibit "A," which is attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins on the date it is signed by the Assistant City Manager
("Effective Date") and expires one year from that date ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew
this Agreement under the same terms and conditions, for up to five (5) one-year renewal option(s) (each a
"Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed One Hundred Thousand Dollars ($100,000.00).
Vendor will 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 will not
be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing.
OFFICIAL RECORD
4. Termination. CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement Page 1 of 21
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.
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 will 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 will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will 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 will 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 will 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 will treat all information provided to it by City ("City Information") as confidential
and will 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 will promptly notify Vendor. It will be the responsibility of Vendor 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. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, 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,
Professional Services Agreement Page 2 of 21
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 will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will 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, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will 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, contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED 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, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
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 will 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 will have the right to conduct the defense of any such claim or action and all
Professional Services Agreement Page 3 of 21
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will 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 will 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 will 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 will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, 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 Assi iiig nent. Vendor will 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 will 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 will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must 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 Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
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10.2
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are 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
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 must 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 must be submitted to City to evidence coverage.
General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must 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 must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must 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
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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 will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will 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 will 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 must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Dr. Carolyn Fauber, DVM.
2560 Meadow Wood Road
Granbury, TX 76048
(817) 578-4241
14. Solicitation of Employees. Neither City nor Vendor will, 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.
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Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. vernmental 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 does 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. verning Law / Venue. This Agreement will 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 will 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 will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. adino not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will 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 will 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 will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
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counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. W rranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will 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.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will 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 will 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 will 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.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must 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.
Professional Services Agreement Pagc 8 of 21
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, 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 Agreement.
30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or
services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate against a firearm
entity or firearm trade association," "firearm entity" and "firearm trade association" have the meaning
ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the
City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm
trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement, including all attachments and exhibits, contains
the entire understanding and agreement between City and Vendor, their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
Professional Services Agreement Page 9 of 21
34. Compliance with Public Information Act Requests. The requirements of Subchapter
J, Chapter 552, Government Code, may apply to this Agreement and Vendor agrees that the
Agreement can be terminated if Vendor knowingly or intentionally fails to comply with a
requirement of that subchapter. Vendor acknowledges that section 552.371 of the Texas Government
Code applies to this Agreement if: (1) this Agreement has a stated expenditure of at least $1 million in
public funds for the purchase of good or services by the City; or (2) this Agreement results in the
expenditure of at least $1 million in public funds for the purchase of goods or services by the City in a fiscal
year of the City. To the extent that section 552.371 of the Texas Government Code applies to this
Agreement, Vendor shall comply with section 552.372 of the Texas Government Code by: (1) preserving
all contracting information relating to this Agreement as provided by the records retention requirements
applicable to the City for the duration of the Agreement; (2) promptly providing the City any contracting
information related to this Agreement that is in the custody or possession of Vendor on request of the City;
and (3) on completion of the Agreement, either (a) providing at no cost to the City all contracting
information related to the Agreement that is in the custody or possession of Vendor; or (b) preserving the
contracting information relating to the Agreement as provided by the retention requirements application to
the City.
Professional Services Agreement Page 10 of 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on
the Effective Date set forth in Section 2.
CITY OF FORT WORTH:
��By:
Valerie Washington 19,202312:04 CST)
Name:
Valerie Washington
Title:
Assistant City Manager
Date:
J an 19, 2023 20
APPROVAL RECOMMENDED:
By:
Name: Chris McAllister
Title: Assistant Director 4ag4�an��
ATTEST: !a
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By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
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By: Carolyn Fao er (Jan 18, 2023 21:47 CST)
Name: Dr. Carolyn Fauber, DVM
Title: DVM
Date: Jan 18, 2023 20
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By:
Co
Name:
Chris McAllister
Title:
Assistant Director
APPROVED AS TO FORM AND LEGALITY:
By: r"
Name: Amar Thakrar
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:
Form 1295•
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Scrviccs Agrccmcnt Pagc 11 of 21
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
1.0 SCOPE
1.1 All Services shall be performed at Fort Worth Animal Care and Control
(FWACC) shelters, depending on the needs of the City. Vendor shall
perform all required medical care for the shelter or community animals as
approved by management. Such care shall include spay/neuter surgery,
recovery, discharge, and other tasks associated with spay/neuter
procedures. Vendor shall also prescribe medications, perform health
exams, and provide medical or surgical treatment to maintain or improve
the health of animals. Services shall include providing veterinary checks,
heartworm treatments, health exams for transport, and other veterinary
tasks as needed.
1.2 All veterinary staff shall be fully licensed and insured within Texas to
practice veterinary medicine.
1.3 All drug and pet -sterilization records shall be recorded and maintained by
the City as required by Texas law.
1.4 Shelter staff will complete surgery forms for animals to accurately track
all services and provide surgery documentation for each animal serviced.
1.5 All soft goods (materials, drugs, and supplies) required for the sterilization
of identified pets will be provided by the City. This Agreement also
assumes Vendors' use of existing City materials (e.g., the use of large
items at the shelters, including, but not limited to, FWACC pet carriers for
surgery transport or surgical lights, tables, anesthesia machines and
oxygen concentrators, mops, and cleaning materials) when performing
surgeries or other medical procedures.
1.6 Vendor shall have at all times the authority to decline animals the vendor
determines are not adequate candidates for surgery. NO in -heat or
pregnancy fees shall be assessed.
1.7 FWACC kennel staff will monitor animals daily during cage cleaning
post -surgery and alert Vendor of any concerns staff have about animals
post -surgery as soon as problems develop. Post -surgical issues shall be
addressed on a case -by -case basis.
Professional Services Agreement Page 12 of 21
EXHIBIT B
PAYMENT SCHEDULE
Veterinarian services during the normal and outside operating hours of Animal Care and Control
shall be compensated at One Hundred Dollars ($100.00) per hour for services outlined in the
Scope of Work (Exhibit A). Compensation shall not exceed One Hundred Thousand Dollars
($100,000.00) per year without a duly authorized amendment to the Agreement. Vendor will utilize
FWACC's supplies and materials when performing veterinarian services on -site.
Professional Services Agreement Page 14 of 21
EXHIBIT C
CHAPTER 252 EXEMPTION FORM
FORT WORTH
CITY OF FORT WORTH CHAPTER 252
EXEMPTION FORM
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 to determine
whether an exemption to Chapter 252's biding requirements is 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:
Name of Contract Manager:
Department's Attorney:
Item or Service sought:
Goods:
Service:
Anticipated Amount:
Vendor:
Current/Prior Agreement for item/service
CSC or Purchase Order #:
Amount:
Projected M&C Date:
Code Compliance Animal Care and Control
Dr. Tim Morton, Assistant Director
rJ. Joel Tovanchel
IR
r$100, 000.001
Carolyn Fauber, DVMI
Yes ❑ No
rlNSERT PREVIOUS CSC/PO # OR N/Al
[INSERT AMOUNT OR N/A
[INSERT DATE OR N/A]
How will this item or service be used? [Veterinarian will perform spay/neuter surgery, recovery,
discharae and other tasks associated with spav/neuter procedures. Veterinarian will perform health exams. and
medical or surgical treatment to maintain or improve the health of animals. Services will include providing
veterinary checks. heartworm treatments. health exams for transport and other veterinary duties as tasks as
needed.
Professional Services Agreement Page 14 of 21
Section 2: Claimed Exemption and Justification (0therthan sole source)
NOTE - For a claimed sole -source exemption, complete Section 3.
Please indicate the non -sole -source 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:
aA procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's
residents;
A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
® 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;
aA purchase of land or a right-of-way;
Uaving 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;
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;
Q-A payment under a contract by which a developer participates in the construction of a public
improvement as provided by Subchapter C, Chapter 212;
QPersonal property sold
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional 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
Page 15 of 21
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.Perform spay/neuter surgery, recovery, discharge and other tasks associated with
spay/neuter procedures. Animals will be selected for surgery by City employees.
Perform health exams and medical or surgical treatment as needed to maintain or improve the health of animals.
Services to include providing veterinary checks, heartworm treatments, health exams for transport and other veterinary
duties as tasked.
The Contractor (veterinarian) will conform to all surgical standards as dictated by the Texas Veterinary Medical
Practices Act.
Follow-up care shall be provided by the Contractor.
Prices for pet sterilization included within this Agreement are comprehensive. They include and assume:
1. All veterinary staff is fully licensed and insured within Texas to practice veterinary medicine.
2. All drug and pet sterilization records will be recorded and will be maintained by the City
asrequired by Texas law.
3. All soft goods (materials, drugs and supplies) required for the sterilization of identified pets
will be provided by the City. This Agreement also assumes Contractor's use of existing City
materials(the use of large items at the shelter, including, but not limited to, Fort Worth Animal
Care and Control (FWACC) pet carriers for surgery transport or surgical lights, tables, anesthesia
machinesand oxygen concentrators, mops and cleaning materials) when surgeries are done onsite at
theshelter.
4. Shelter staff will fill out surgery forms for animals to accurately track all services and
providesurgery documentation for each animal serviced.
5. Contractor will have the ability to decline animals the Contractor determines are not good
surgery candidates at all times. NO in heat or pregnancy fees will be assessed.
6. FWACC kennel staff will monitor animals daily during cage cleaning post -surgery and alert
Contractor of any concerns staff have about animals post -surgery as soon as problems develop.
Post -surgical issues will be addressed on a case -by -case basis.
Section 3: Claimed Sole -Source Exemption and Justification
NOTE - For any non -sole -source exemption, complete Section 2.
Please indicate the sole -source 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'A procurement of items that are available from only one source, including:
• items that are available from only one source because of patents, copyrights,
secret processes, or natural monopolies;
Page 16 of 21
• films, manuscripts, or books;
• gas, water, and other utility services,
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials, and
• management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source? [EXPLAIN HOW YOU
DETERMINED EXCEPTION APPLIES (RESEARCH, COMMUNICATIONS, DOCUMENTATION)]
Attach screenshots and provide an explanation of any independent research you conducted, through internet searches,
searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item
is available only from a single source.
[SHOW YOUR RESEARCH/WORK THAT LEAD TO YOUR CONCLUSION)
Did you attach a sole source justification letter? Yes No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). [DESCRIBE THE
UNIQUNESS OF THE ITEM/SERVICE THAT QUALIFIES IT AS A SOLE SOURCEI
Section 4: 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 [D_No.
Was there anything attached to this form that was relied on in making this determination?
ELYes ® No.
If yes, please explain: [DESCRIBE ATTACHMENTS CONSIDERED]
Was there anything not included on this form or attached hereto that was relied on in making this determination?
® No.
If yes, please explain:[EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Page 17 of 21
Will the standard terms and conditions apply?
the contract require special terms?
Will the contract require review by the department attorney?
Approved By:
4wp� V4 A40,w
,14en to-Mensah / Jessika Williams
As ist nt ity Attorney
® Yes NC�. Will
Ms ® No.
® Yes No.
Date: 9/13/2022
Page 18 of 21
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases. If you have questions
about the information provided or need additional information, please contact your department's assigned attorney or
the appropriate purchasing attorney.
A procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
Examples of activities that have been found to fall within this exception include ambulance services; solid waste
collection and disposal; and first -responder safety equipment such as breathing apparatus for firefighters and
bullet-proof vests for police officers.
2. A procurement necessary because of unforeseen damage to public machinery, equipment, or
other property;
Examples of this type of procurement would include repairing or replacing roofs and windows damaged by hail
or a tornado. But parts and services for routine maintenance or replacement of old, worn out roofs or windows
would not meet this exception.
3. A procurement for personal, professional, or planning services;
Personal services are ones that are unique to the individual providing them. Therefore personal services
contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition to follow. There is
no universal definition of this term, however, "several cases suggest that it... 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 bythe person while performing the service. Purchases
of goods are not professional services.
4. 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. A sole source does not exist solely on the basis of personal or departmental preference or a desire
to keep all units the same brand or make. The information needed to support this exemption is that no other
provider
Page 19 of 21
City Secretary Contract No.
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.
Professional Services Agreement Page 20 of 21
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
CAROLYN FAUBER, DVM
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.
Name:
Position:
Signature
2. Name:
Position:
Signature
Name:
Position:
Signature
Name: Dr. Carolyn Fauber, DVM
Signature of President / CEO
Other Title:
Date:
Page 21 of 21