HomeMy WebLinkAboutContract 47841 CITV SECRET
CONTRACT NO.
JUN -2 2016
I,IV OF FORT WOR', PROFESSIONAL SERVICES AGREEMENT
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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 by and through Fernando Costa, its
duly authorized Assistant City Manager, and COURTNEY BRIDGEMAN, DVM ("Contractor"), a Texas
licensed veterinarian, 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 professional services for the purpose of Veterinary
Services. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A,"
Statement of Work,more specifically describing the services to be provided hereunder.
2. TERM.
This Agreement shall commence on June 1, 2016 ("Effective Date") and shall be valid for six
months from the date of commencement, unless terminated earlier in accordance with the provisions of
this Agreement. Furthermore, no compensation in any given year will be paid without approval of the
City Council per the City Charter and Procurement Policies and is contingent upon appropriation of
funds.
3. COMPENSATION.
The City shall pay Contractor an amount not to exceed$50,000,in accordance with the provisions of
this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes
herein, subject to appropriation of sufficient funds by the City Council. Contractor shall not perform any
additional services for the City not 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.
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 services to other
persons or entities; provided that such services do not conflict with any of-Contractor's obligations in this
agreement. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
The Contractor shall provide monthly invoices to the City. Invoices shall contain a detailed
breakdown to include:type of service performed including employee name, functional title, date and hours of
work performed, internal services provided, and external supplies and services 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 may terminate this Agreement at any time and for any reason by providing
Contractor with 10 days written notice of termination.
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. DISCLOSURE 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—COURTNEY BRIDGEMAN,DVM
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 transactions 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 transactions 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 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 his
independent judgment and discretion as a veterinarian licensed by the state of Texas.
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, 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.
Professional Services Agreement—COURTNEY BRIDGEMAN,DVM
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 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.
Contractor shall not assign or subcontract 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. If the City grants
consent to a subcontract,the 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 a fully executed copy of any such subcontract.
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)
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease-per each employee
Professional Services Agreement—COURTNEY BRIDGEMAN,DVM
$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)
$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 duties under the 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,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.
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
Professional Services Agreement—COURTNEY BRIDGEMAN,DVM
contract. Contactor shall notify the City within 24 hours of any lapse, revocation, or actual or proposed
disciplinary action by a licensing authority.
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-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, 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 employee or applicant 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 ONTRACT R:
City of Fort Worth �' (�'Lt.P.�• _q eAA-� UAA
Attn: Fernando Costa
1000 Throckmorton Street Ra f r,
Fort Worth TX 76102-6311
14. RESERVED.
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.
Professional Services Agreement—COURTNEY BRIDGEMAN,DVM
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 maj eure or other causes beyond their reasonable control (force maj,eure), 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 th s.AgreemQnt. .
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.
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.
Professional Services Agreement—COURTNEY BRIDGEMAN,DVM
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.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples:
CITY OF FORT WORTH NAME
By:
ByCourtney Bridgeman,DVV
Fernando Costa
Assistant City Manager Date: - Z3 /(o
Date: cot///!G
WITNESS:
By:
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LORRAINE A MARTINEZ
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APPROVED AS TO FORM AND L
By:
Arthur N. Bashor
Assistant City Attorney
DFFICIAL REC®RD
CITY SECRETAR`�
FT. WORTH, TX
Professional Services Agreement—COURTNEY BRIDGEMAN,DVM
ATTACHMENT A
SCOPE OF SERVICES
1. Shelter Medicine,Medical Treatment Ward,Euthanasia Laboratory Oversight
Contractor will be present and perform duties as requested by City.
A. General Shelter Operations:
Contractor shall be responsible for the overall health of the shelter animals, which
includes the medical treatment ward patients. To comply with this responsibility the Contractor
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 Contractor's responsibilities 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 specific requirements are to be accomplished by the Shelter Veterinarian:
• Make recommendations on any other deficiencies observed while conducting normal
duties.
• Conduct daily "rounds" of the individual kennels performing 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.
• Continually monitor all animals brought into the shelter's kennels, receiving and bay
areas to ensure the overall health and care of each animal.
• Oversee 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.
• Provide veterinary consultation in the administration of animal care and regulatory issues.
• Assist with investigations of animal cruelty, including providing professional evaluation
and advice to the ACCC staff, inspections of pet stores, court testimony and
administrative hearings and assists the public with animal care issues.
Professional Services Agreement—COURTNEY BRIDGEMAN,DVM
• Assist the superintendent in the development and implementation of policies which
impact animal and,indirectly,human health.
• Coordinate the planning of daily activities for the shelter veterinary function to ensure
efficient and effective operations.
• Conduct staff training on recommended practices on topics involving animal health,well-
being,medical care or other related topics.
• Participate in City-sponsored low-cost rabies vaccination and registration clinics.
• Perform minor surgical procedures as required.
• Provide post-surgical care for all surgery complications or on adoption returned animals
with surgery complications or illnesses.
C. Medical Treatment Ward Operations
• Select animals with illnesses that can be treated within the capabilities of the medical
treatment ward.
• Provide examinations, diagnosis, and treatment for all 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 direct oversight of the euthanasia laboratory operations.
• Assist the superintendent in the development and implementation of policies for the
proper operation of the euthanasia laboratory.
• Perform periodic reviews and monitoring of euthanasia procedures and the equipment
used in the euthanasia laboratory, and report on the proper use and disposal of all
equipment and supplies and ensure the use of state approved euthanasia techniques.
• Monitor all drugs used in euthanasia and ensure Drug Enforcement Agency (DEA)
compliance.
2. Spay and Neuter Services
Contractor 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. Contractor will perform spay/neuter surgeries and oversee recovery, discharge and any other
activities related to spay/neuter operations.
Professional Services Agreement—COURTNEY BRIDGEMAN,DVM
C. Contractor will communicate with city staff regarding the completed operations.
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Professional Services Agreement—COURTNEY BRIDGEMAN,DVM
ATTACHMENT B
PAYMENT SCHEDULE
Fees:
Veterinarian services other than spay and neuter surgeries during the normal operating hours of
the Chuck Silcox Animal Care and Control Center shall be compensated at Fifty Dollars ($50.00) per
hour for services outlined in the Scope of Work (Attachment A). Compensation shall not exceed Fifty
Thousand Dollars ($50,000.00.)without a duly authorized amendment to the Contract.
Spay and neuter surgeries shall be compensated according to the following table:
Pet Type Explanation of Service Cost of Service
Male Cat Comprehensive Neuter $16.00
Female Cat Comprehensive Spay $16.00
Female Dog Comprehensive Spay $16.00
Male Dog Comprehensive Neuter $16.00
Hernia Charge Additional Charge for Umbilical Hernia $20.00
Crypt Charge Additional Charge for Abdominal or Inguinal Cryptorchid $20.00
Pyometra Charge Additional Charge for Pyometra $20.00
The Contractor will utilize ACCC's supplies and materials when performing veterinarian services
pp p g
on-site.
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Professional Services Agreement—COURTNEY BRIDGEMAN,DVM