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HomeMy WebLinkAboutContract 47457 Cm sEcRETA COMMCT NO. A--- 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 (the "City"), a home rule municipal corporation situated in portions of Tarrant, Parker, Denton, and Wise Counties, Texas, acting its duly authorized Assistant City Manager, 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." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Attachment A—Scope of Services 3. Attachment B—Payment Schedule All Attachments hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Contractor hereby agrees to provide the City with veterinary-related services. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work describing the services to be provided hereunder. 2. TERM. This Agreement shall commence on the date executed by the City ("Effective Date") and shall expire six months after such execution, unless terminated earlier in accordance with the provisions of this Agreement. No compensation in excess of the agreed amounts will be paid without approval of the City Council per the City Charter and Procurement Policies. 3. COMPENSATION. The City shall pay Contractor an amount not to exceed$50,000.00 for the duration of this contract in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit"B,"which is incorporated for all purposes herein, and subject to appropriation of sufficient funds by the City Council. 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. 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 persons or entities. ?V11 �p ro OFFICIAL RECORD Spt129AW761'ISR24601/0102/121615 R�1 CITY SECRETARY � nal Services Agreement—TCAP Page 1 of 12 FT,WIORTI'I,TX The Contractor shall provide monthly 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 rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by the City of Contractor's invoice for payment of same. In the event of a disputed or contested billing, 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. Acceptance by Contractor of payment shall operate as and shall release the City from 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. 4. TERMINATION. 4.1. Written Notice. The City or Contractor may terminate this Agreement at any time and for any reason by providing 30 days written notice of termination to the other Party. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the 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 the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSTiJRE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to 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 the City in writing. Contractor, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 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 the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. Professional Services Agreement—TCAP Page 2 of 12 7489076.1/SP/24601/0102/121615 6. RIGHT TO AUDIT. Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Contractor involving services relating to this Contract at no additional cost to the City. Contractor agrees that the 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. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving services related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the 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 the 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. 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. In performing his obligations and duties under this agreement, Contractor is expected to exercise its independent judgment and discretion.. Contractor will file and pay all taxes and withholding due as required by federal law. Contractor waives and releases the City from any claims related to classification or alleged misclassification as an independent contractor, including but not limited to claims relating to taxes, insurance, overtime, and benefits. 8. LIABILITY AND INDEMNIFICATION. 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 IN THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT. Professional Services Agreement—TCAP Page 3 of 12 7489076.1/SP/24601/0102/121615 CONTRACTOR COVENANTS AND AGREES TO,AND DOES HEREBY,INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE, 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. 9. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. Each subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with an executed copy of any such agreement and a copy of each subcontractor's insurance certificate(s) in accordance with the specifications in Section 10.2 of this agreement, including but not limited to the endorsement naming the City as additional insured and the waiver of subrogation. 10. INSURANCE. Contractor shall provide the City with certificate(s) of insurance documenting policies of the following 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 the performance of contract) $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Contractor, its employees, agents, representatives in the course of the 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) Professional Services Agreement—TCAP Page 4 of 12 7489076.1/SP/24601/0102/121615 Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act(Art.8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Professional Liability(Errors& Omissions) $300,000 Each Claim Limit $900,000 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. Annual certificates of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. All policies except Workers' Compensation shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Contractor's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton St., Fort Worth, Texas 76102 11. LICENSES AND COMPLIANCE WITH LAWS AND REGULATIONS. Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. Professional Services Agreement—TCAP Page 5 of 12 7489076.1/SP/24601/0102/121615 Contractor certifies and warrants that on the day any work is to commence under this contract and during the duration of the contract it shall have and maintain all of the current,valid, and appropriate federal, state, and local licenses and permits necessary for the provision of services under this contract. Contactor shall notify the City within 24 hours of any lapse, revocation, or actual or proposed disciplinary action by a licensing authority with regard to itself or any employee. Contractor also certifies that if it uses any employee or subcontractor in the performance of this contract, that such employee or subcontractor shall have and maintain all of the current, valid, and appropriate federal, state, and local licenses and permits necessary for the provision of services under this contract. 12. NON-DISCRIlVIINATION 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, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. During the performance of this contract, Contractor shall not discriminate in its employment practices and shall comply with all applicable provisions of Chapter 17, Article III of the Code of the City of Fort Worth. Contractor agrees not to discriminate against any of its employees or applicants for employment because of because of age, race, color, religion, sex, disability, national origin, sexual orientation, transgender, gender identity or gender expression in any manner involving employment, including the recruitment of applicants for employment, advertising, hiring, layoff, recall, termination of employment, promotion, demotion, transfer, compensation, employment classification, training and selection for training or any other terms, conditions or privileges of employment. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To The CITY: To CONTRACTOR: City of Fort Worth TCAP Attn: Fernando Costa Attn: Stacey Schumacher,Executive Director 1000 Throckmorton Street PO Box 77016 Fort Worth TX 76102-6311 Fort Worth,TX 76177 14. RESERVED. Professional Services Agreement—TCAP Page 6 of 12 7489076.1/SP/24601/0102/121615 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement,the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the 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 the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid,illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The 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 (force majeure), 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 and shall not be deemed a part of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. Professional Services Agreement—TCAP Page 7 of 12 7489076.1/SP/24601/0102/121615 23. ENTIRETY OF AGREEMENT. This Agreement contains all of the covenants, statements, representations and promises agreed to by the parties. To the extent of any conflict, this Agreement supersedes the terms, conditions, and representations set forth in the City's Request for Proposals, Contractor's Proposal and revised cost. No agent of either party has authority to make, and the parties shall not be bound by, nor liable for, any covenant, statement, representation or promise not set forth herein. The parties may amend this Agreement only by a written amendment executed by both parties. 24. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. Remainder of page intentionally blank Professional Services Agreement—TCAP Page 8 of 12 7489076.1/SP/24601/0102/121615 ATTACHMENT 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 TCAP. 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 TCAP as required by Texas law. 4. All soft goods (materials, drugs and supplies)required for the sterilization of identified pets will be provided by TCAP. This proposal also assumes TCAP'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 TCAP 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 TCAP's 24 hour Client Care Coordinator at no additional cost. 6. Shelter staff will deliver pets as allowed by TCAP's schedule or pets will be in clearly marked pet carriers and ready for pickup at 8 a.m. for transport to a TCAP location if TCAP is providing the transport. Based on the availability of TCAP's van, transport by TCAP 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,TCAP 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 TCAP staff leaves the shelter if surgeries are done onsite. 7. Post-surgical problems can be addressed by TCAP's veterinary teams after pets are adopted. Exams are provided for free, and TCAP 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. TCAP staff cannot address bleeding disorders or other pre-existing diseases through our Professional Services Agreement—TCAP Page 9 of 12 7489076.1/SP/24601/0102/121615 high volume clinics. From time to time, concerns may be referred to area, full service clinics, if available. 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. TCAP 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 TCAP, 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. TCAP charges $5.00 for rabies vaccines, $10.00 for FHCPCh vaccines and $5.00 for the insertion of City provided chips. 12. Feral cats will be vaccinated for FVRCP and Rabies,treated for external parasites, ear-tipped, and microchipped by TCAP using City materials. TCAP charges $10 for FHCPCh vaccines, $5.00 for rabies vaccines and $5.00 for the insertion of City provided chips. Remainder of page intentionally blank Professional Services Agreement—TCAP Page 10 of 12 7489076.1/SP/24601/0102/121615 ATTACHMENT B PAYMENT 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 TCAP using City materials Male Cat* Com rehensive Neuter including pain injection $35.00 Female Cat** Comprehensive Spay including pain injection $45.00 Female Dog** Com rehensive 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 TCAP staff will insert City provided chips as $5.00 requested. Remainder of page intentionally blank Professional Services Agreement—TCAP Page 11 of 12 7489076.1/SP/24601/0102/121615 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples: CITY OF FORT WORTH TEXAS COALITION FOR ANIMAL By: PROTECTION Fernando Costa Assistant City Manager Date: _J��6 � 0 ° y ch macher utive iytor 1 1 ATTES �00,11, '�* I- 1'�1 _ pp" d + D By: Mary J.KWF City Secretary WITNESS: By: SCOPE Print: By:� Tim Morton, 1V1 Assistant Director, Code Compliance APPROVED AS TO FORM AND LEGALITY: y: tj� Arthur N. Bashor Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement—TCAP Page 12 of 12 7489076.1/SP/24601/0102/121615