Loading...
HomeMy WebLinkAboutContract 47585 's CITY SECRUARY ONTRACT NO. ,CCS -O/y����,r11 AGREEMENT FOR DONATION OF PROFESSIONAL SERVICES \ry ybY This Agreement this "Agreement"), dated as of vK 2016 is made by and between Medical Management International, Inc. (dba Banfield Pet Hospital), a Delaware corporation("MMI") and the City of Fort Worth(the "City"), a home rule municipal corporation situated in portions of Tarrant, Parker, Denton and Wise Counties, Texas, acting through its duly authorized Assistant City Manager. MMI and the City are herein referred to individually as "party" and collectively as the "parties." RECITALS A. MMI's affiliate employs veterinarians and operates veterinary hospitals in the State of Texas. In an effort to enhance employee volunteer efforts, MMI acting on behalf of its affiliate now wishes to donate the professional veterinary medical services of these veterinarians to the City. B. The City owns and operates a shelter to house and care for pets (the "Shelter") which is located at 4900 Martin St, Fort Worth, Texas (the "Shelter Premises"). The City now wishes to accept the donated professional veterinary medical services from MMI. NOW, THEREFORE, in consideration of the mutual promises, agreements and conditions set forth below, the City and MMI agree as follows: AGREEMENT I. Scope of Services. MMI agrees to donate professional veterinary medical services to the City at the Shelter, without charge to the City and as described in the Statement of Work attached hereto as Exhibit A(the "Services"). There is no guarantee express or implied as to the minimum quantity of the Services to be provided. The Services will be provided by MMI through veterinarians employed by MMI's affiliate in Texas (the "Veterinarians"). Further, the Services will be provided only at the Shelter Premises and during the Shelter's regular operating hours. 2. Compensation. MMI will compensate the Veterinarians for the Services based on the individual veterinarian's regular rate of pay with MMI or its affiliate at the time the Services are offered. The Parties agree that Veterinarians are employees of MMI or its affiliate, are providing the Services in the scope of employment with MMI or its affiliate, and are not agents, representatives or employees of the City. 3. Licenses. MMI certifies that the Veterinarians used in the performance of this Agreement will have and maintain current, valid, and appropriate federal, state, and local licenses and permits necessary for the provision of Services by an individual professional. Notwithstanding the foregoing, the City certifies that it will have and maintain current, valid, and appropriate federal, state, and local licenses and permits necessary for the provision of Services at the Shelter Premises. 4. Term; Termination. This Agreement shall commence on he date executed bg the City("Effective Date") and shall expire six months after such execution, 6R1) CITY,SECRETARY FT.WORTH,TXAgreement for Donation of Professional Services — Page 1 earlier pursuant to the terms of this Agreement. Either MMI or the City may terminate this Agreement at any time without cause by written notice to the other party. 5. Confidentiality. The parties entered into a Confidentiality and Nondisclosure Agreement dated , 201_(the"NDA") and the terms of the NDA shall apply to confidential information hereunder and is attached hereto as Exhibit B and shall be incorporated herein by reference. The terms of the NDA shall survive the expiration or termination of this Agreement. The City may, from time-to-time, receive information hereunder from MMI and the City acknowledges and agrees that any such information received from MMI shall be treated as confidential information and subject to the terms of the NDA and will not be used by the City for any purposes other than the performance of this Agreement. Notwithstanding any provision of this Agreement or the NDA, the provisions of the Texas Public Information Act shall supersede any requirement for confidentiality. 6. Privacy. The City will not disclose the names, addresses (including e mail addresses), telephone or facsimile numbers, or any other personal information, of any MMI employee, franchisee, affiliate, or associate to any third party unless required by law. 7. No Use of Intellectual Property without Consent. Neither MMI nor the City will be authorized to use the other's intellectual property in any manner without prior written consent. 8. Reserved. 9. Insurance. MMI will maintain workers compensation insurance, commercial general liability insurance, and professional liability insurance to cover any error, omission or negligent acts by the Veterinarians in performing the Services. The City will maintain insurance coverage to cover any defect, error, omission, or negligence arising from the condition of the Shelter Premises, including but not limited to such acts arising from defective equipment or unsafe physical conditions on the Shelter Premises. 10. Arbitration. All disputes arising from or pertaining to this Agreement, or the interpretation or enforcement hereof shall be resolved by binding arbitration in Portland, Oregon. The arbitration shall be conducted by a single arbitrator in accordance with the rules of the Arbitration Service of Portland. The decision of the arbitrator shall be final, and judgment thereon may be entered in any court of competent jurisdiction. . 11. Entire Agreement. This Agreement with Exhibits constitute the entire agreement between the parties and supersedes any prior oral or written communications. There are no understandings, agreements, representations or warranties, express or implied with respect to the subject matter hereof, except as expressly set forth in this Agreement. No waiver, consent, modification or change of the terms of this Agreement shall bind either party unless in writing and signed by both parties by their duly authorized representatives. 12. 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 Agreement for Donation of Professional Services —Page 2 authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 13. Notices. Notices required by or relating to this Agreement must be in writing and must be delivered in person or sent by certified mail, by national commercial delivery service, or by facsimile (with a confirmation copy mailed within two (2)business days) to the respective parties at the following addresses unless and until a different address has been designated by such party by written notice: If to the City: City of Fort Worth Attn: Fernando Costa 1000 Throckmorton Street Fort Worth, TX 76102-6311 If to Banfield: Medical Management International, Inc. 8000 N.E. Tillamook Street P.O. Box 13998 Portland, OR 97213 Attention: Director of Commercial Phone No.: 503-922-5274 Fax No.: 503-922-6274 Medical Management International, Inc. 18101 SE 6th Avenue Vancouver, WA 98683 Attention: Director of Commercial With a copy to: Medical Management International, Inc. 8000 N.E. Tillamook Street P.O. Box 13998 Portland, OR 97213 Attention: Legal Counsel Fax No.: 503-922-8895 Medical Management International, Inc. 18101 SE 6th Avenue Vancouver, WA 98683 Attention: Legal Counsel Notices will be deemed to have been delivered and received three (3)business days following the date of mailing; one (1)business day after placement with a reputable air courier service, requesting delivery on the most expedited basis available; and one (1) business day after machine confirmation of fax transmission. Agreement for Donation of Professional Services—Page 3 IN WITNESS WHEREOF, this Agreement has been executed by MMI and the City. MMI: MEDICAL MANAGEMENT INTERNA �AL- C. By: Title �-�+` � 2 CITY OF FORT WORTH Fernando Costa Assistant City Manager Date Signed: 311041 ATT ST: _ Ftp 0 F Mary J. Kayser Alp, City Secretary �OO©ooaaao APPROVED AS TO FORM AND LEGALIR TY: 2-L�� Arthur N. Bashor Assistant City Attorney UF[1011=M�. ENCO,RD 6q,f V"A)E4FI\E`TARV Agreement for Donation of Professional Services —Page 4 EXHIBIT A SCOPE OF DONATED SERVICES Veterinarians will perform veterinary services as donated by MMI to the City. MMI will donate the services as available but makes no commitment as to the minimum hours of services to be donated. 1. Shelter Medicine,Medical Treatment Ward,Euthanasia Laboratory Oversight A. General Shelter Operations: Veterinarians shall be responsible for the overall health of the shelter animals he/she treats at the Shelter Premises, which includes the medical treatment ward patients. To comply with this responsibility Veterinarians will be expected to spend time involved with the animals in the kennels and the medical treatment ward. To ensure the overall health of the shelter animals the Veterinarians duties will not only include exams, diagnosis and treatment of the shelter animals but also advising and training on disease control measures, cleaning and sanitizing protocols and proper euthanasia procedures. The following duties can be accomplished by the Veterinarians: • Make recommendations on any other deficiencies observed while conducting normal duties. • Conduct "rounds" of the individual kennels performing appropriate animal-specific examinations of the animals housed in the kennels. • Perform visual inspections, examinations, diagnosis, and treatment at all levels of care for animals brought into or held in the shelter, and provide guidance to staff on follow-up treatment. • Monitor all animals brought into the shelter's kennels, receiving and bay areas to ensure the overall health and care of each animal. • Direct supervision of the administration of rabies vaccination, core vaccinations and parasite control programs for all shelter animals. • Observe quarantined animals when quarantine is provided by the shelter. • Provide advice on various aspects of the animal shelter operation including care, cleaning, disease control, diet, etc. • Consult with medical, dental and other veterinary professionals to facilitate specialty animal care services. • Participate in City-sponsored low-cost rabies vaccination and registration clinics. • Perform minor surgical procedures as required. Agreement for Donation of Professional Services - Exhibit A • Provide post-surgical care for all surgery complications or on adoption returned animals with surgery complications or illnesses. C. Medical Treatment Ward Operations • Assist in the selection of animals with illnesses that can be treated within the capabilities of the medical treatment ward. • Provide examinations, diagnosis, and recommended treatment for animals brought into the medical treatment ward, and provide guidance to staff on follow-up treatment. • Provide care instructions, prescriptions and follow-up advice to rescue groups, adopters, and others at time of release. D. Euthanasia Oversight • Provide advice and recommendations for the euthanasia laboratory operations. 2. Spay and Neuter Services Veterinarians will be present until the animals designated for surgery have been completed. A. Animals will be selected for surgery by ACCC employees and placed in the pre-surgery cages. B. Veterinarians shall have the ability to decline animals they feel are not good surgery candidates at all times. C. Veterinarians will perform spay/neuter surgeries and oversee recovery, discharge and any other activities related to spay/neuter operations. D. Veterinarians will communicate with city staff regarding the completed operations. Remainder of page intentionally blank Agreement for Donation of Professional Services - Exhibit A EXHIBIT B NONDISCLOSURE AGREEMENT Agreement for Donation of Professional Services - Exhibit B