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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"), a TeXas home rule municipal corporation, acting by
and through its duly authorized Assistant City Manager, and ALISON P. JENNART, M.S. D.V.M.
("CONTRACTOR"), Am individual, and acting by and through its duly authorized representative, 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 Professional Services Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B— Price Schedule;
4. Exhibit C— Chapter 252 Exemption Form; and
5. Exhibit D— Verif cation of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement
far all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B ar 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. CONTRACTOR hereby agrees, with good faith and due diligence, to
provide the City with veterinary services. Specifically, CONTRACTOR will perform all duties outlined
and described in the Statement of Work which are set forth in more detail in Exhibit "A," attached hereto
and incorporated herein for all purposes as the "Services". CONTRACTOR shall perform the Service in
accordance with standards in the industry for the same ar similar services. In addition, CONTRACTOR
shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and
regulations. If there is any conflict between this Agreement and Exhibit "A", the terms and conditions of
this Agreement shall control.
2. Term. This Agreement shall commence upon iinal execution of this Agreement
("Effective Date") and expires no later than twelve (12) months from the Effective Date ("Expiration
Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the
option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four
(4) one-year renewal option(s) (each a"Renewal Term").
3. Compensation. City will pay CONTRACTOR in accordance with the provisions of this
Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Ninety-Thousand 00/100 Dollars ($90,000.00).
CONTRACTOR will not perform any additional services or bill for expenses incurred for City not specified
by this Agreement unless City requests and approves in writing the additional costs for such services. City
will not be liable for any additional expenses of CONTRACTOR not specified by this Agreement unless
aFFICIAL REC�RD
CITY SECRETARY
Professional Services Agreement - Jennart I FT. W�RTH, TX
City first approves such expenses in writing.
There is no guarantee expressed ar implied as to the minimum quantity of work that the City is
obligated to provide or the minimum compensation to be paid under this Agreement. This
Agreement 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.
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, 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 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 any 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. City or CONTRACTOR may terminate this Agreement at any
time and for any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-a�propriation 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
CONTRACTOR of such occurrence and this Agreement will terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to City of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds have
been appropriated.
4.3 Duties and Obli�ations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay CONTRACTOR for services actually
rendered up to the effective date of termination and CONTRACTOR will continue to provide City
with services requested by City and in accordance with this Agreement up to the effective date of
termination. Upon termination of this Agreement for any reason, CONTRACTOR wi11 provide
City with copies of all completed or partially completed documents prepared under this Agreement.
In the event CONTRACTOR has received access to City Information or data as a requirement to
perform services hereunder, CONTRACTOR will return all City provided data to City in a machine
readable format or other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. CONTRACTOR hereby warrants to City that
CONTRACTOR has made full disclosure in writing of any existing or potential conflicts of interest
Professional Services Agreement - Jennart 2 of 21
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 City in writing.
5.2 Confidential Information. CONTRACTOR, for itself and its officers, agents and
employees, agrees that it will treat all information provided to it by City ("City Information") as
confidential and will not disclose any such information to a third party without the prior written
approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subj ect to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify CONTRACTOR It will be the responsibility of CONTRACTOR to
submit reasons objecting to disclosure. A determination on whether such reasons are sufficient wi11
not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court
of competent jurisdiction.
5.4 Unauthorized Access. CONTRACTOR must store and maintain City Information
in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. CONTRACTOR must notify City immediately if the security
or integrity of any City Information has been compromised or is believed to have been
compromised, in which event, CONTRACTOR will, in good faith, use all commercially reasonable
efforts to cooperate with City in identifying what information has been accessed by unauthorized
means and wi11 fully cooperate with City to protect such Ciry Information from further unauthorized
disclosure.
6. Right to Audit. CONTRACTOR agrees that City will, until the expiration of three (3)
years after final payment under this Agreement, or the final conclusion of any audit commenced during the
said three years, have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records, including, but not limited to, all electronic records, of CONTRACTOR
involving transactions relating to this Agreement at no additional cost to City. CONTRACTOR agrees that
City will have access during normal warking hours to all necessary CONTRACTOR facilities and will be
provided adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. City will give CONTRACTOR reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that CONTRACTOR will
operate as an independent Contractor as to all rights and privileges and work performed under this
Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the
conditions and provisions of this Agreement, CONTRACTOR will have the exclusive right to control the
details of its operations and activities and be solely responsible far the acts and omissions of its officers,
agents, servants, employees, CONTRACTORs, and subContractors. CONTRACTOR acknowledges that
the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and
employees, and CONTRACTOR, its officers, agents, employees, servants, Contractors, and
subContractors. CONTRACTOR further agrees that nothing herein will be construed as the creation of a
partnership or joint enterprise between City and CONTRACTOR. It is further understood that City will in
no way be considered a Co-employer or a Joint employer of CONTRACTOR or any officers, agents,
servants, employees, Contractors, or subContractors. Neither CONTRACTOR, nor any officers, agents,
servants, employees, Contractors, or subContractors of CONTRACTOR will be entitled to any employment
beneiits from City. CONTRACTOR will be responsible and liable for any and all payment and reporting
of taxes on behalf of itself, and any of its officers, agents, servants, employees, Contractors, or Contractors.
Professional Services Agreement - Jennart 3 of 21
Liabilitv and Indemnification.
8.1 LIABILITY - CONTRACTOR WILL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS
AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, W THER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION —
CONTRACTOR agrees to defend, settle, or pay, at its own cost and expense, any claim or
action against City for infringement of any patent, copyright, trade mark, trade secret, or
similar property right arising from City's use of the software and/or documentation in
accordance with this Agreement, it being understood that this agreement to defend, settle or
pay will not apply if City modifies or misuses the software and/or documentation. So long as
CONTRACTOR bears the cost and expense of payment for claims or actions against City
pursuant to this section, CONTRACTOR will have the right to conduct the defense of any
such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, City will have the right to fully participate in any and
all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and
City agrees to cooperate with CONTRACTOR in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or action
brought against City for infringement arising under this Agreement, City will have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, CONTRACTOR will
fully participate and cooperate with City in defense of such claim or action. City agrees to
give CONTRACTOR timely written notice of any such claim or action, with copies of all
papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption
of payment of costs or expenses will not eliminate CONTRACTOR's duty to indemnify City
under this Agreement. If the software and/or documentation or any part thereof is held to
infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, CONTRACTOR will, at its own
expense and as City's sole remedy, either: (a) procure for City the right to continue to use the
software and/or documentation; or (b) modify the software and/or documentation to make it
non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software
Professional Services Agreement - Jennart 4 of 21
and/or documentation with equally suitable, compatible, and functionally equivalent non-
infringing software and/or documentation at no additional charge to City; or (d) if none of
the foregoing alternatives is reasonably available to CONTRACTOR terminate this
Agreement, and refund all amounts paid to CONTRACTOR by City, subsequent to which
termination City may seek any and all remedies available to City under law.
Assignment and Subcontractin�.
9.1 Assignment. CONTRACTOR will not assign or subcontract any of its duties,
obligations or rights under this Agreement without the prior written consent of City. If City grants
consent to an assignment, the assignee will execute a written agreement with City and
CONTRACTOR under which the assignee agrees to be bound by the duties and obligations of
CONTRACTOR under this Agreement. CONTRACTOR will be liable for all obligations of
CONTRACTOR under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subContractor will
execute a written agreement with CONTRACTOR referencing this Agreement under which
subContractor agrees to be bound by the duties and obligations of CONTRACTOR under this
Agreement as such duties and obligations may apply. CONTRACTOR must provide City with a
fully executed copy of any such subcontract.
10. Insurance. CONTRACTOR must provide City with certificate(s) of insurance
documenting policies of the following types and minimum coverage limits that are to be in effect prior to
commencement of any Services pursuant to this Agreement:
10.1 Covera�e 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 will be on any vehicle used by CONTRACTOR, or its employees,
agents, or representatives in the course of providing Services under this
Agreement. "Any vehicle" will be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
Professional Services Agreement - Jennart 5 of 21
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent iinancial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certifcates of Insurance evidencing that CONTRACTOR has obtained all
required insurance will be delivered to the City prior to CONTRACTOR
proceeding with any work pursuant to this Agreement.
11. Licenses and Compliance with Laws, Ordinances, Rules and Regulations.
CONTRACTOR agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and locallaws, 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 CONTRACTOR of any violation of such laws,
ordinances, rules or regulations, CONTRACTOR must immediately desist from and correct the violation.
Contractor certifies and warrants that on the day any work is to commence under this Agreement and during
the during the duration of the Agreement, CONTRACTOR shall have and maintain all of the current, valid,
Professional Services Agreement - Jennart 6 of 21
and appropriate federal, state, and local licenses and permits necessary for the provision of services under
this Agreement. CONTRACTOR shall notify City within twenty-four (24) hours of any lapse, revocation,
or actual or proposed disciplinary action by a licensing authoriry with regard to CONTRACTOR or any
employee. CONTRACTOR also certifies that if any employee or subcontractor is used in the performance
in this Agreement, 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 Agreement.
12. Non-Discrimination Covenant. CONTRACTOR, for itself, its personal representatives,
assigns, Contractors, subContractors, and successors in interest, as part of the consideration herein, agrees
that in the performance of CONTRACTOR's duties and obligations hereunder, it will not discriminate in
the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF
ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION
COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager for Code
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
To CONTRACTOR:
Dr. Alison Jennart
7247 Edgerton Drive
Dallas, TX 75231
Email: aj ennart@hotmai l. com
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Emplovees. Neither City nor CONTRACTOR will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent Contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or CONTRACTOR to insist upon the performance of any
term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of
City's or CONTRACTOR's respective right to insist upon appropriate performance or to assert any such
right on any future occasion.
Professional Services Agreement - Jennart 7 of 21
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and CONTRACTOR will exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control, including,
but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the
public enemy; iires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government
action or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of CounseL The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modiiication, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. CONTRACTOR warrants that its services will be of a high quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at
CONTRACTOR's option, CONTRACTOR will either (a) use commercially reasonable efforts to re-
perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to
CONTRACTOR for the nonconforming services.
Professional Services Agreement - Jennart 8 of 21
25. Immigration Nationality Act. CONTRACTOR must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verifcation Form (I-9). Upon request by City, CONTRACTOR will provide City with copies
of all I-9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement. CONTRACTOR must adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any CONTRACTOR employee who is
not legally eligible to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD
CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to
CONTRACTOR, will have the right to immediately terminate this Agreement for violations of this
provision by CONTRACTOR.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
wi11 be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright
Act of 1976, as amended, CONTRACTOR hereby expressly assigns to City all exclusive right, title and
interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark,
trade secret, and all other proprietary rights therein, that City may have or obtain, without further
consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv The person signing this Agreement hereby warrants that they have
the legal autharity 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
CONTRACTOR. Each party is fully entitled to rely on these warranties and representations in entering into
this Agreement or any amendment hereto.
28. Chan�e in Companv Name or Ownership. CONTRACTOR must notify City's
Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of
maintaining updated City records. The president of CONTRACTOR or authorized official must sign the
letter. A letter indicating changes in a company name or ownership must be accompanied with supporting
legal documentation such as an updated W-9, documents fled with the state indicating such change, copy
of the board of director's resolution approving the action, or an executed merger or acquisition agreement.
Failure to provide the specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If CONTRACTOR has fewer than 10 employees or this
Agreement is for less than $100,000, this section does not apply. CONTRACTOR acknowledges that in
accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a
contract with a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract.
The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the
Texas Government Code. By signing this Agreement, CONTRACTOR certifies that
CONTRACTOR's signature provides written verification to the City that CONTRACTOR: (1) does
Professional Services Agreement - Jennart 9 of 21
not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
30. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
31. Entiretv of Agreement. This Agreement, and all attached Exhibits, contains the entire
understanding and agreement between City and CONTRACTOR, their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
(signatuYe page follows)
Professional Services Agreement - Jennart 10 of 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
ualerie wc�sl�in�ifon
BV: Valcrie Washington (Jun 1,20211S4H CDT)
J
Name: Valerie Washington
Title: Assistant City Manager
Date: J u n 18, 2021 2021
APPROVAL RECOMMENDED:
��
B[l. Tim Morton (Jun 18, 202113:38 CDT)
J
Name: Tim Morton, D.V.M.
Title: Assistant Director, Code Compliance
ATTEST:
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Name: Mary Kayser
Title: City Secretary
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CONTRACTOR:
Alison Jennart, D.V.M:
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AGwn P Jennart MS DVM (Jun 17, 20211334 CDTI
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Name: Alison Jennart, M.S. D.V.M
Title: Veterinarian
Date: J u n 17, 2021 2021
Professional Services Agreement - Jennart
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
B : .�'�,� �`�'
Y
Name: Tony Hiller
Title: Superintendent, Code Compliance
APPROVED AS TO FORM AND LEGALITY:
By. ���, .A�t-�
Name: Christopher Austria
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295: N/A
�FFICIAL RECORD
CITY SECRETARY
FT. VIlORTH, TX
EXHIBIT A
SCOPE OF SERVICES
Perform spay/neuter surgery, recovery, discharge and other tasks associated with spay/neuter procedures.
Animals will be selected for surgery by City employees.
Perform health exams and medical or surgical treatment as needed to maintain or improve the health of
animals. Services to include providing veterinary checks, heartworm treatments, health exams for
transport and other veterinary duties as tasked.
The Contractor (veterinarian) will conform to all surgical standards as dictated by the Texas Veterinary
Medical Practices Act
Follow-up care shall be provided by the Contractor.
Prices for pet sterilization included within this Agreement are comprehensive. They include and assume:
1. All veterinary staff is fully licensed and insured within Texas to practice veterinary medicine.
2. All drug and pet sterilization records will be recorded and will be maintained by the City as
required by Texas law.
3. All soft goods (materials, drugs and supplies) required for the sterilization of identified pets will
be provided by the City. This Agreement also assumes Contractor's use of existing City materials
(the use of large items at the shelter, including, but not limited to, Fort Worth Animal Care and
Control (FWACC) pet carriers for surgery transport or surgical lights, tables, anesthesia machines
and oxygen concentrators, mops and cleaning materials) when surgeries are done onsite at the
shelter.
4. Shelter staff will fill out surgery forms for animals to accurately track all services and provide
surgery documentation for each animal serviced.
5. Contractor will have the ability to decline animals the Contractor determines are not good surgery
candidates at all times. NO in heat or pregnancy fees will be assessed.
6. FWACC kennel staff will monitor animals daily during cage cleaning post-surgery and alert
Contractor of any concerns staff have about animals post-surgery as soon as problems develop.
Post-surgical issues will be addressed on a case-by-case basis.
Professional Services Agreement - Jennart 12 of 21
EXHIBIT B
PAYMENT SCHEDULE
Fees:
Veterinarian services during the normal operating hours of the Chuck Silcox Animal Care and
Adoption Center shall be compensated at One Hundred Dollars ($100.00) per hour for services outlined
in the Scope of Work (EXHIBIT A). Compensation shall not exceed Ninety - Thousand Dollars
($90,000.00) per year without a duly authorized amendment to the Contract.
The Contractor will utilize ACC's supplies and materials when performing veterinarian services on-site.
Professional Services Agreement - Jennart 13 of 21
EXHIBIT C
FORT VL�URTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section 1: General Information
Requesting Department:
Name of Contract Manager:
Department's Attorney:
Item or Service sought:
jCode Compliancel
jTim Morton D.V.M, Assistant Directorl
jChristopher Austrial
Goods:
Service:
Anticipated Amount:
Vendor:
Current/Prior Agreement for item/service:
CSC or Purchase Order #:
Amount:
Projected M&C Date:
�
�/
$9I o,000]
Alison P Jennart M.S, D.V.M.
Yes ❑ No �
f iNSERT PREVIOUS CSC/PO # OR N/Al
f iNSERT AMOUNT OR N/Al
[1NSERT DATE OR N/A]
How will this item or service be used? Veterinarian will perform spay/neuter surger�
recoverv, discharge and other tasks associated with spav/neuter procedures. Veterinarian will
perform health exams, and medical or sur�ical treatment to maintain or improve the health of
animals. Services will include �rovidin� veterinar,y checks, heartworm treatments, health exams
for trans�ort and other veterinary duties as tasks as needed.
Professional Services Agreement - Jennart 14 of 21
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE - For a claimed sole-source exemption, complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
[] A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
[] A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
� A procurement for personal, professional, or planning services;
[� A procurement for work that is performed and paid for by the day as the work
progresses;
[� A purchase of land or a right-of-way;
[� Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
[� A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
[� A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
[� Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
[] Services performed by blind or severely disabled persons;
[� Goods purchased by a municipality for subsequent retail sale by the municipality;
[� Electricity; or
Professional Services Agreement - Jennart 15 of 21
[� Advertising, other than legal notices.
Please provide details and facts to eXplain why you believe the eXemption applies to the
purchase. You may also attach documentation to this form.The Contractor (veterinarian) will
conform to all surgical standards as dictated by the Texas Veterinary Medical Practices Act.
Follow-up care shall be provided by the Contractor.
Prices for pet sterilization included within this Agreement are comprehensive. They include and
assume:
1. All veterinary staff is fully licensed and insured within TeXas to practice veterinary
medicine.
2. All drug and pet sterilization records will be recorded and will be maintained by the City
as required by Texas law.
3. All soft goods (materials, drugs and supplies) required for the sterilization of identified
pets will be provided by the City. This Agreement also assumes Contractor's use of existing City
materials (the use of large items at the shel\er, including, but not limited to, Fort Worth Animal
Care and Control (FWACC) pet carriers for surgery transport or surgical lights, tables, anesthesia
machines and oxygen concentrators,mops and cleaning materials) when surgeries are done onsite
at the shelter.
4. Shelter staff will fill out surgery forms for animals to accurately track all services and
provide surgery documentation for each animal serviced.
5. Contractor will have the ability to decline animals the Contractor determines are not good
surgery candidates at all times. NO in heat or pregnancy or other fees will be assessed.
6. FWACC kennel staff will monitor animals daily during cage cleaning post-surgery and
alert Contractor of any concerns staff have about animals post-surgery as soon as problems
develop. Post-surgical issues will be addresse<;1 on a case-by-case basis.
Section 3: Claimed Sole-Source Exemption and Justification
NOTE - For any non-sole-source eXemption, complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
[� *A procurement of items that are available from only one source, including:
• items that are available from only one source because of patents, copyrights,
secret processes, or natural monopolies;
• films, manuscripts, or books;
• gas, water, and other utility services;
• captive replacement parts or components for equipment;
Professional Services Agreement - Jennart 16 of 21
books, papers, and other library materials far a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
jEXPLAIN HOW YOU DETERMINED EXCEPTION APPLIES (RESEARCH,
COMMUNICATIONS, DOCUMENTATION)1
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
[SHOW YOUR RESEARCH/WORK THAT LEAD TO YOUR CONCLUSIONl
Did you attach a sole source justification letter? ❑ Yes ❑ No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.).
[DESCRIBE THE UNIQUNESS OF THE ITEM/SERVICE THAT QUALIFIES IT AS A SOLE
SOURCEI
Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed eXemption defensible if the
City were to be challenged on this purchase? � Yes [] No.
Was there anything attached to this form that was relied on in making this determination?
[] Yes � No.
If yes, please explain: [DESCRIBE ATTACHMENTS CONSIDERED]
Was there anything not included on this form or attached hereto that was relied on in making this
determination? [] Yes � No.
If yes, please explain: [EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Will the standard terms and conditions apply? � Yes [] No.
Professional Services Agreement - Jennart 17 of 21
Will the contract require special terms? [] Yes � No.
Will the contract require review by the department attorney? � Yes [] No.
Approved By:
� � •�� Date: 6.10.21
T lor Paris / Jessika Williams
Assistant City Attorney
Professional Services Agreement - Jennart 18 of 21
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
1. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
Examples of activities that have been found to fall within this exception include ambulance
services; solid waste collection and disposal; and first-responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers.
2. A procurement necessary because of unforeseen damage to public machinery, equipment,
or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and services far routine maintenance or
replacement of old, worn out roofs or windows would not meet this exception.
3. A procurement for personal, professional, or planning services;
Personal services are ones that are unique to the individual providing them. Therefore
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition
to follow. There is no universal deiinition of this term, however, "several cases suggest
that it... is `predominately mental or intellectual, rather than physical or manual."' Tex.
Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160
S.W. 2d 102 (TeX. Civ. App.—Eastland 1942, no writ). The TeXas Attorney General has
also opined that "professional services" no longer includes only the services of lawyers,
physicians, or theologians, but also those members of disciplines requiring special
knowledge or attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person
while performing the service. Purchases of goods are not professional services.
4. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining
whether a purchase is of a good or service that is available from one source, you should
not consider price or time to receive the good or service. A sole source does not exist solely
on the basis of personal or departmental preference or a desire to keep all units the same
brand or make. The information needed to support this exemption is that no other provider
Professional Services Agreement - Jennart 19 of 21
can provide the service or category of good except for the vendor you are proposing. Some
examples of sole source purchases include service agreements when only one vendor is
authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty; purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
Professional Services Agreement - Jennart 20 of 21
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Contractor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Contractor and to execute any agreement, amendment or
change order on behalf of Contractor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Contractor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Contractor.
Name: Alison P Jennart MS DVM
Position: Veterinarian
ALiarev P 9esuzarfMS b1�M
Signature
Name:
Position:
Signature
Name:
Position:
Signature
Name:
ACi,rrev P 9e�znarfMS bl�M
Signature of President / CEO
Other Title: Veterinarian
Date: �"n 17, 2o2i
Professional Services Agreement - Jennart 21 of 21