HomeMy WebLinkAboutContract 52398 ^ � O
CSC No.52398
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VENDOR SERVICES AGREEMENT
This VENDOR 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 IDEXX DISTRIBUTION,
INC. ("Vendor"), a Maine corporation, and acting by and through George Fennell, its duly authorized
Corporate Vice President, 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;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C,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 or C 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,
This Agreement is for the purposes of providing laboratory services and testing for the City's
Animal Care and Control Department. Exhibit "A," - Scope of Services more specifically describes the
services to be provided hereunder.
2. TERM,
This Agreement shall begin on February 5,2019("Effective Date")and shall expire on September
30,2019("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term").
City shall have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions,for up to four(4)one-year renewal options.
3. COMPENSATION.
City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit`B,"—Price
Schedule.Total payment made under this Agreement for the first year by City shall be in an amount not
to exceed Forty Thousand Dollars($40,000.00).Vendor shall 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 shall not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing.All payments made by City
to Vendor shall be in compliance with the Texas Prompt Payment Act of Chapter 2251 of the Texas
Government Code.
4. TERMINATION.
4.1. Written Notice.City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with sixty(60)days'written notice of termination.
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LOFFICIAL RECORD
SECRETARY
WORTH,TTX
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
(including evidence of such insufficient funds) within sixty (60) days of any such reduction. and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to City of any kind whatsoever,except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall 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 shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. 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 Confidentiality. Vendor agrees to maintain in confidence all of City's proprietary and
nonpublic materials, data, reports, plans, records, technical and other information, which will be clearly
identified as such. City agrees to only share its confidential information with Vendor when it is deemed
necessary by both parties for the purposes of Vendor performing analyses of specimens and providing .
reports on Vendor's findings to City.Vendor shall protect City's confidential information by using the same
degree of care,but not less than a reasonable degree of care,to prevent the!unauthorized use,dissemination
or publication of the confidential information as Vendor uses to protect our own confidential information
of a like nature. In any instance where information is subpoenaed by, and must be released to, a
governmental agency,or is otherwise required to be disclosed pursuant to law or regulation,Vendor will
promptly notify City. City authorizes Vendor to reference, use and disclose de-identified and aggregated
data included in Vendor's analyses, reports or other services provided that such de-identified and
aggregated data is combined with other de-identified data from other clients.City agrees not to use Vendor's
name and/or data in any manner that the City knows might cause harrri to Vendor's reputation and/or
business.
5.3 Unauthorized Access.Vendor 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.Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised,in which event,Vendor shall,in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall,until the expiration of three(3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documer:s,papers and records,including,
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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 shall have access during normal working hours to all
necessary Vendor facilities with the understanding that any and all costs relating to travel to and from
Vendor facilities shall be paid for by City.City shall be provided adequate and appropriate work space in
order toconduct audits in compliance with the provisions of this section,and City agrees to fully comply
with any applicable health and safety requirements that Vendor requests of visitor, to its facilities. City
shall give Vendor reasonable advance notice of intended audits and site visits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights
and privileges and work performed under this Agreement,and not as agent,representative or employee of
City. Subject to and in accordance with the conditions and provisions of this Agreement.Vendor 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, consultants and subVendors. Vendor
acknowledges that the doctrine of respondeat superior shall not apply as between City,its officers,agents,
servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors.
Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise
between City and Vendor.It is further understood that City shall in no way be considered a Co-employer or
a Joint employer of Vendor or any officers, agents,servants,employees or subVendor of Vendor.Neither
Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any
employment benefits from City.Vendor shall 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 or subVendor.
8. i,IARIi,ITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR 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 RIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCEOR INTENTIONAL
TORTIOUS ACTIONS OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES,
WITH THE UNDERSTANDING THAT VENDORS LIABILITY SHALL BE CAPPED AT THE
VALUE OF THIS AGREEMENT.
8.2 GF.NF. AL IND .MNIFICATION- VENDOR HEREBYCOVENANTS AND AGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SER VANTS
AND EMPLOYEES,FROMAND A GAINSTANYANDALL REASONABLE CLAIMS OR LAWSUITS,
FOR EITHER PROPERTY DAMAGE OR LOSS(INCLUDING ALLEGED 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 GROSS NEGLIGENCE OR
INTENTIONAL TORTIOUS ACTIONS OF VENDOR, ITS OFFICERS,AGENTS, SERVANTS OR
EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING,
9.1 Assignment. Vendor shall not assign or subcontract any of its obligations or rights under
this Agreement without the prior written consent of City. If City grants consent to an assignment, the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement.
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10. INSURANCE,
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000-Each Occurrence
$2,000,000-Aggregate
(b) Automobile Liability:
$1,000,000-Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers" Compensation Act or any other
state workers'compensation laws where the wIor lc is being performed.
(d) 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
(e) 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 shall 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 shall be submitted to City to evidence coverage.
10.2 General Requirements
The workers'compensation policy shall include a Waiver of Subrogation(Right of Recovery)in favor of
City.
(a) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A-VII in the current
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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.
(b) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(c) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. LUMPLIANCE W 1H LAWS_ORDINANCES.RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable
federal,state and local laws,ordinances,rules and regulations and that any work it produces in connection
with this Agreement will also comply with all applicable federal,state and local laws,ordinances,rules and
regulations. If City notifies Vendor of any violation of such laws,ordinances,rules or regulations,Vendor
shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor,for itself,its personal representatives,assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor'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 VENDOR, ITS PERSONAL
REPRESENTATIVES,ASSIGNS,SUBVENDORSS 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 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 CITY: To VENDOR:
City of Fort Worth IDEXX Distribution,Inc.
Attn: Valerie Washington,Assistant City Manager George Fennell,Corporate Vice President
200 Texas Street One IDEXX Dr.
Fort Worth,TX 76102-6314 Westbrook,ME 04092
Facsimile:(817)392-8654 Facsimile: 1-207-556-4346
With copy to Fort Worth City Attorney's Office at
same address
14. GOVERNMENTAL PONVERS,
It is understood and agreed that by execution of this Agreement,City does not waive or surrender
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any of its governmental powers or immunities.
15. 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 shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any sL.ch right on any future occasion.
16. GOVERNING LAW/VENUE,
This Agreement shall be construed in accordance with the laws o 7 the State of Texas.If any action,
whether real or asserted,at law or in equity,is brought pursuant to this i� reement,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.
17. SEVF.RABII.ITY.
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.
18. FORCE MAJEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control,including., but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
19. HEADINGS NOT CONTROL.L.IDJG.
Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
20. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have revi�swed 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 A,B,and C.
21. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
22. ENTIRETY OF AGREEMENT,
This Agreement,including Exhibits A,B and C,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 nul,and void to the extent in conflict
with any provision of this Agreement.
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23. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
24. WARRANTY OF SERVICES.
Vendor warrants that it shall provide services in a professional manner using qualified personnel,
and warrants the accuracy of test results for the specimen as submitted.City must give written notice of any
breach of this warranty within thirty(30)days from the date that the Vendor is made aware.In such event,
at Vendor's option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services
in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the
nonconforming services.
25. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written
notice to Vendor,shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
26. SI NAT 1RF.A iTHORITY.
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.This Agreement and any amendment hereto,may be
executed by any authorized representative of Vendor whose name, title and signature is affixed the
Verification of Signature Authority Form,which is attached hereto as Exhibit"C".Each party is fully entitled
to rely on these warranties and representations in entering into this Agreement or any amendment hereto.
27. CHANGE IN COMPANY NAME.OR OWNERSHIP.
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. 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 reasonable
supporting documentation may adversely impact future invoice payments.
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28. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAFL.
Vendor acknowledges that in accordance with Chapter 2270 of ithe Texas Government Code, the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract.The terms"boycott Israel"and"company"shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
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 contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this
30th day of May .2019.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
t4wL responsible for the monitoring and administration of
By:
Valerie Washington(Jun 11,2019) this contract,including ensuring all performance and
Name:Valerie Washington reporting requirements.
Title: Assistant City Manager
Jun 11,2019
Date: By: J—ica Brown(Jun 1,2019)
Name:Jessica Brown
APPROVAL RECOMMENDED: Title: Superintendent,Animal Cart;&Control
APPROVED AS TO FORM AND LEGALITY:
ic+4vMotet v'v4pw
By. Tim Morton DVm(Jun 3,2019)
Name:Tim Morton vial- Murrgy
Title: Assistant Director,Code Compliance By Matt Murray(Jun 3,2019)
ATTEST: Name:Matt Murray
Title:Assistant City Attorney
u, ,� F ORS. CONTRACT AUTHORIZATION:
lk( ��,....... &C: N/A
Mary J. yser(Jun
By:
Name: Mary Kays
Title: City Secre _
VENDOR:
IDEXX Distribution,Inc. ATTEST:
By: ----- - By:
Name:George Fennell Name:
Title: Corporate Vice President Title: SttrlSJIPen r tVk,�
Date:
5/30/2019
Vendor Services Agreement-Idexx Distribution Page 9 of 13
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
EXHIBIT_ A
SCOPE OF S .RVI . .S
1) LABORATORY SERVICE REQUIREMENTS
a) The focus of City of Fort Worth Animal Care and Control's(ACC)laboratory
requirements shall be:
i) heartworm testing,
ii) fecal testing with Giardia
iii) fecal testing without Giardia
iv) Feline Leukemia individual and in
v) Feline Leukemia in combination with Feline Immunodeficiency Virus(FIV)
testing
vi) Parvovirus testing.
2) The Vendor will provide Monday through Friday daily pickup from ACC after 6:OOPM CST,
not including City observed holidays.Saturday pickup will be after 12:30.All pick-ups shall be
done solely by the Vendor.No shipping will be provided or allowed.
a) Code Compliance Department
Animal Care Control Main Location
4900 Martin Street
Fort Worth,Texas 76119
3) Outside laboratory services may include full diagnostic lab services such as serology,blood
chemistries and blood counts,histopathology and bacteriology.The price of such additional
services shall be agreed upon by City and Vendor.
4) The Vendor shall provide electronic test results within 15 hours to the ACC veterinarian.
5) The unit price of the laboratory services shall include any and all necessary testing kits.
Vendor Services Agreement-Idexx Distribution
Exhibit A Page 11 of 13
EXHIBIT B
PRICE SCHEDLII,F.
Item Description Unit
# Price
1 Feline Leukemia Individual
Testing $9.37
2 Parvovirus Testing
$21.77
3 Fecal Testing without Giardia
$9.00
4 Fecal Testing with Giardia
$15.50
5 Feline Leukemia in combination
with Feline Immunodeficiency $16.29
Virus(FIV)testing
6 Heartworm Testing
$2.98
7 Full diagnostic lab services TBD
Vendor Services Agreement-Idexx Distribution
Exhibit B Page 12 of 13
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
IDEXX DISTRIBUTION,INC.
ONE IDEXX DR.
WESTBROOK,ME 04092
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 execu a 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 Formthat has been properly executed
by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: ( `
George Fennell,Corporate Vice President and General Manager
Date: May 30,2019
Vendor Services Agreement-Idexx Distribution
Exhibit C Page 13 of 13