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HomeMy WebLinkAboutContract 59623City Secretary Contract No. 59623 FORT WORTH, PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home -rule municipal corporation of the State of Texas, acting by and through Valerie Washington, its duly authorized Assistant City Manager, and SPAY NEUTER NETWORK ("Contractor"), a TEXAS NONPROFIT CORPORATION 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 or Goods; 3. Exhibit B — Price Schedule; 4. Exhibit C — Chapter 252 Exemption 5. Exhibit D — Verification of Signature Authority Form. 6. Exhibit E — Conflict of Interest Questionnaire. Exhibits A, B, C, D, and E 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, C, D, or E 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. Vendor shall provide licensed veterinary providers to perform spay and neuter surgery, recovery, discharge and any other tasks associated with spay and neuter procedures ("Services") for the Code Compliance Department ("Department"). Exhibit "A" —Scope of Services more specifically describes the Services to be provided. 2. Term. This Agreement shall begin on August 1, 2023 ("Effective Date") and shall expire on July 31, 2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). Upon the expiration of the Initial Term, the Agreement may be renewed, at the City's sole discretion, under the same terms and conditions for up to five (5) one-year renewal periods. 3. Compensation. The City will pay Vendor in accordance with the provisions of this Agreement and Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed Fifty Thousand Dollars ($50,000.00). Vendor will not perform any additional Services or bill for expenses incurred on behalf of the City which are not specified by this Agreement unless the City requests and approves in writing the additional costs for such Services and/or expenses. The City will not be liable for any additional Services and/or expenses of Vendor not specified by this Agreement unless the City first approves such expenses in writing. Professional Services Agreement — Spay Neuter Network OFFICIAL RECORD Page 1 of 16 CITY SECRETARY FT. WORTH, TX City Secretary Contract No. 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 30 days' written notice of termination. 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 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 Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor 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, Vendor will 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 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. 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 Confidential Information. Vendor, 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. The City is a governmental entity under the laws of the State of Texas; thus, all documents held, maintained, collected or assembled by the City may be subject to disclosure under the Texas Public Information Act. Vendor acknowledges that section 552.371 of the Texas Government Code may apply to this Agreement. To the extent Section 552.371 of the Texas Government Code applies to this Agreement, Vendor shall comply with Section 552.372 of the Texas Government Code by: (1) preserving all contracting information relating to this Agreement as provided by the records retention requirements applicable to the City for the duration of the Agreement; (2) promptly providing the City any contracting information related to this Agreement that is in the custody or possession of Vendor on request of the City; and (3) on completion of the Agreement, either (a) providing at no cost to the City all contracting information related to the Agreement that is in the custody or possession of Vendor; or (b) preserving the contracting information relating to the Agreement as provided by the retention requirements application to the City. In the event there is a request for information marked as confidential or proprietary, the City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure of the requested information. A determination on whether such reasons are sufficient will not be decided by the City but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. Vendor agrees the Agreement Professional Services Agreement — Spay Neuter Network Page 2 of 16 City Secretary Contract No. can be terminated if Vendor knowingly or intentionally fails to comply with requirements under Subchapter J, Chapter 552, of the Government Code. 5.4 Unauthorized Access. Vendor 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. Vendor 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, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Ri2ht to Audit. Vendor 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 Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor 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 Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor 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, Vendor will 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, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor 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. Liabilitv and Indemnification. 8.1 LIABILITY - VENDOR 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION- VENDOR 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, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO Professional Services Agreement — Spay Neuter Network Page 3 of 16 City Secretary Contract No. 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 NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor 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 Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor 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 Vendor 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, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor 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 Vendor'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, Vendor 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 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 Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor 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 Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor 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 Vendor referencing this Agreement under which subcontractor agrees to Professional Services Agreement — Spay Neuter Network Page 4 of 16 City Secretary Contract No. be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor 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 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 will be on any vehicle used by Vendor, 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 (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 Professional Services Agreement — Spay Neuter Network Page 5 of 16 City Secretary Contract No. 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 financial 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) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will 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 must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor'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 VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, 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 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: Professional Services Agreement — Spay Neuter Network Page 6 of 16 To CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address City Secretary Contract No. To VENDOR: Spay Neuter Network Jordan Craig Executive Director PO Box 515 Kaufman, TX 75142 14. Solicitation of Emulovees. Neither City nor Vendor 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 Vendor 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 Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 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. Severability. 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 Maieure. City and Vendor 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; fires; 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 Professional Services Agreement — Spay Neuter Network Page 7 of 16 City Secretary Contract No. 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, modification, 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. Vendor 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 Vendor's option, Vendor 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 Vendor for the nonconforming services. 25. Immigration Nationalitv Act. Vendor must 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 will provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 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 will 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, Vendor 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, Professional Services Agreement — Spay Neuter Network Page 8 of 16 City Secretary Contract No. 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 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. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Companv Name or Ownership. Vendor 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 Vendor 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 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 the specified documentation so may adversely impact future invoice payments. 29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor 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, 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 Agreement. 30. Prohibition on Bovcottin2 Energv Comuanies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Professional Services Agreement — Spay Neuter Network Page 9 of 16 City Secretary Contract No. Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. 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. 33. Entirety of Agreement. This Agreement, including all attachments and exhibits, 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 null and void to the extent in conflict with any provision of this Agreement. [SIGNATURE PAGE TO FOLLOW] Professional Services Agreement — Spay Neuter Network Page 10 of 16 City Secretary Contract No. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: LvA) By: Valerie ashington (Jun 12, 202314:54 CDT) Name: Valerie Washington Title: Assistant City Manager Date: 12023 APPROVAL RECOMMENDED: By: Name: Chris McAllister Title: Code Compliance Assistant Director pdg4U�nq� �pF FORT n ATTEST: �� o o ,o o' P-o �o�id Ovo ao =� B % Qoxa d ��°�Eoo,000 d dd Y: UVU Name: Jannette Goodall Title: City Secretary VENDOR: Spay Neuter Network BY: Jordan Craig(Jun 308:50CDT) Name: Jordan Craig Title: Executive Director Date: , 2023 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. By: Name: Christopher Lirette Title: Code Compliance Superintendent APPROVED AS TO FORM AND LEGALITY: By: R,M Al,� Name: Christopher Austria Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295:N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement — Spay Neuter Network Page 11 of 16 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES Spay Neuter Network (Contractor) shall provide licensed veterinary services to perform spay and neuter surgery, recovery, discharge and any other tasks associated with spay and neuter procedures. Animals will be selected for surgery by City employees. 2. The subcontractor veterinarian performing services will conform to all surgical standards as dictated by the Texas Veterinary Medical Practice Act. Follow-up care shall be provided by Spay Neuter Network. Depending on the issue post -surgery, follow-up care may either be free or be provided at an additional cost to the City with preapproval from the City. 4. Prices for pet sterilization included within this agreement are comprehensive. They include and assume: 4.1. All veterinarians and support staff associated with the safe sterilization of pets from Fort Worth Animal Care and Control ("'FWACC"') are included within this proposal. 4.2. All veterinary staff is fully licensed and insured within Texas to practice veterinary medicine. 4.3. All drug and pet sterilization records will he recorded and will be maintained by awarded contractor as required by Texas law. 4.4. All soft goods (materials. drugs and supplies) required for the sterilization of identified pets will be provided by Contractor. This proposal also assumes the contractor's use of existing City materials (the use of large items at the shelter, including. but not limited to: FWACC pet carriers for surgery transport or surgical lights, tables. anesthesia machines and oxygen concentrators, mops and cleaning materials) if surgeries are done onsite at the shelter. 4.5. Shelter staff will fill out surgery forms (vouchers) for pets prior to surgery to allow contractor to accurately track all services and provide surgery documentation for each pet serviced. All service documentation for new pet owners (medical records as well as comprehensive post- operative care instructions) will be provided to FWACC staff at the end of each day. New owners will be given the use of contractor's clinic line Monday -Friday from 9:00 a.m.- 1 :00p.m. and 2:00 p.m.- 4:00 p.m. and access to the emergency care line. 4.6. Pets will be in clearly marked pet carriers and ready for pickup at a predetermined time for transport to contractor's location or will be in the surgery area ready for exam at 8 a.m. if surgeries are done onsite. To maintain efficiency and stay on schedule, Contractor's staff will not enter the shelter space and gather pets for surgery prior to leaving. All pets will be awake when returned at end of business day to the shelter or before Contractor's staff leaves the shelter if surgeries are done onsite. Professional Services Agreement — Spay Neuter Network Page 12 of 16 City Secretary Contract No. 4.7. Post -surgical problems should be addressed by contractor's veterinary teams after pets are adopted. Post -surgical exams shall be provided for free, and contractor shall address most all post -surgery concerns. 4.8. Contractor shall have their own clinic located within the DFW area that has convenient access for Fort Worth Residents. 4.9. Contractor staff cannot address bleeding disorders or other pre-existing diseases through our high -volume clinics. From time to time concerns may be referred to area full service clinics. Pricing includes a post -surgical pain injection for pets and dissolvable suture so that no return to the shelter is required (unless stainless steel staples or other like materials are used in cases where the veterinarians feel the pet would be better served). 4.10.Only healthy pets that weigh more than 2 pounds will be sterilized. Contractor's veterinary staff shall have the ability to decline animals they feel are not good surgery candidates at all times. No in heat or pregnancy fees will be assessed. 4.11.FWACC kennel staff, after free training provided by Contractor, will monitor pets daily during cage cleaning post -surgery and alert Contractor of any concerns they have about pets post -surgically as soon as problems develop. Post -surgical issues will be addressed on a case by case basis. 4.12.All dogs and non -feral cats will be vaccinated and microchipped prior to surgery. 4.13.Feral cats will be vaccinated for FVRCP and Rabies, treated for external parasites. ear - tipped. and microchipped by Contractor. Vaccinations will be provided by Contractor (included in the listed fee on Exhibit B). The City may attach microchips to the trap to be administered during surgery by Contractor. The City will be responsible for maintaining microchip information and data entry. Professional Services Agreement — Spay Neuter Network Page 13 of 16 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE Explanation of Service Cost of Service Feral Male/Female Cat Comprehensive Spay or Neuter $50.00 including pain injection, Rabies, treat for external parasites, ear- tip and microchip by SPAY NEUTER NETWORK Male Cat Comprehensive Neuter including $50.00 pain injection Female Cat Comprehensive Spay including $60.00 pain injection Female Dog Comprehensive Spay including $90.00 pain injection Male Dog Comprehensive Neuter including $80.00 pain injection Crypt Charge Additional Charge for flank, Spay $20.00 Neuter Network does not perform abdominal cryptorchid surgeries Anesthesia Only Anesthesia only; where a spay scar $20.00 is found after anesthesia. Transport There is a fee for animals $5.00 transported by Spay Neuter Network to the Crandall Clinic or Mobile Animal Surgical Hospital (MASH) Professional Services Agreement — Spay Neuter Network Page 14 of 16 EXHIBIT C CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM FORT WORTH 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: Goods: Service: Anticipated Amount: Vendor: Current/Prior Agreement for item/service CSC or Purchase Order #: Amount: Projected M&C Date: [CODE COMPLIANCE] [INSERT DEPT. CONTACTI AMAR THAKRAR FEI // [50,000.001 [SPAY NEUTER NETWORKI Yes ® No ❑ [518981 [50,000.001 [N/A] How will this item or service be used? Snav Neuter Network will provide veterinary suraery services for dons and cats impounded at the Animal Care and Adoption Centers. Page 1 of 5 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; Fj A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; M A procurement for personal, professional, or planning services; R 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 Page 2 of 5 R 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. Perform spay and neuter surgery, recovery, discharge and any other tasks associated with spay and neuter procedures. Animals will be selected for surgery by City employees. 2. The veterinarian will conform to all surgical standards as dictated by the Texas Veterinary Medical Practice Act. 3. Follow-up care shall be provided by Spay Neuter Network. Depending on the issue post - surgery, follow-up care may either be free or be provided at an additional cost to the City with preapproval from the City. 4. Prices for pet sterilization included within this bid are comprehensive. They include and assume: 4.1. All veterinarians and support staff associated with the safe sterilization of pets from Fort Worth Animal Care and Control ("'FWACC"') are included within this proposal. 4.2. All veterinary staff is fully licensed and insured within Texas to practice veterinary medicine. 4.3. All drug and pet sterilization records will he recorded and will be maintained by Spay Neuter Network as required by Texas law. 4.4. All soft goods (materials. drugs and supplies) required for the sterilization of identified pets will be provided by Spay Neuter Network. This proposal also assumes the Spay Neuter Network's use of existing City materials (the use of large items at the shelter, including. but not limited to: FWACC pet carriers for surgery transport or surgical lights, tables. anesthesia machines and oxygen concentrators, mops and cleaning materials) if surgeries are done onsite at the shelter. 4.5. Shelter staff will fill out surgery forms (vouchers) for pets prior to surgery to allow Spay Neuter Network to accurately track all services and provide surgery documentation for each pet serviced. All service documentation for new pet owners (medical records as well as comprehensive post -operative care instructions) will be provided to FWACC staff at the end of each day. New owners will be given the use of Spay Neuter Network clinic line Monday -Friday from 9:00 a.m.- 1 :00 p.m. and 2:00 p.m.- 4:00 p.m. and access to the emergency care line. 4.6. Pets will be in clearly marked pet carriers and ready for pickup at a predetermined time for transport to Spay Neuter Network's location or will be in the surgery area ready for exam at 8 a.m. if surgeries are done onsite. To maintain efficiency and stay on schedule,Spay Neuter Network's staff will not enter the shelter space and gather pets for surgery prior to leaving. All pets will be awake when returned at end of business day to the shelter or before Spay Neuter Network staff leaves the shelter if surgeries are done onsite. 4.7. Post -surgical problems should be addressed by Spay Neuter Network veterinary teams after pets are adopted. Post -surgical exams shall be provided for free, and Spay Neuter Network shall address most all post -surgery concerns. 4.9. Spay Neuter Network staff cannot address bleeding disorders or other pre-existing diseases through our high -volume clinics. From time to time concerns may be referred to area full service clinics. Pricing includes a post -surgical pain injection for pets and dissolvable suture so that no return to the shelter is required (unless stainless steel staples or other like materials are used in cases where the veterinarians feel the pet would be better served). Page 3 of 5 4.10. Only healthy pets that weigh more than 2 pounds will be sterilized. Spay Neuter Network veterinary staff shall have the ability to decline animals they feel are not good surgery candidates at all times. No in heat or pregnancy fees will be assessed. 4.11. FWACC kennel staff, after free training provided by Spay Neuter Network, will monitor pets daily during cage cleaning post -surgery and alert Spay Neuter Network of any concerns they have about pets post -surgically as soon as problems develop. Post -surgical issues will be addressed on a case by case basis. 4.12. All dogs and non -feral cats will be vaccinated and microchipped prior to surgery. 4.13. Feral cats will be vaccinated for FVRCP and Rabies, treated for external parasites. ear - tipped, and microchipped by Spay Neuter Network. Vaccinations will be provided by Spay Neuter Network (included in the listed fee on Attachment B). The City may attach microchips to the trap to be administered during surgery by Spay Neuter Network. The City will be responsible for maintaining microchip information and data entry. 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; • books, papers, and other library materials for 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? (EXPLAIN HOW YOU DETERMINED EXCEPTION APPLIES (RESEARCH, COMMUNICATIONS, DOCUMENTATION)l 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. Page 4 of 5 (SHOW YOUR RESEARCH/WORK THAT LEAD TO YOUR CONCLUSIONI 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 UNIOUNESS OF THE ITEM/SERVICE THAT QUALIFIES IT AS A SOLE SOURCEI Section 4: Attornev 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? N Yes ❑ No. Was there anything attached to this form that was relied on in making this determination? [] Yes M No. If yes, please explain: N/A Was there anything not included on this form or attached hereto that was relied on in making this determination? [] Yes M No. If yes, please explain: N/A Will the standard terms and conditions apply? Will the contract require special terms? Will the contract require review by the department attorney? Approved By: C//4A.4 er Anato-Mensah A stant Citv Attornev M Yes [ ] No. Elyes M No. M Yes F-1 No. Date: 2/27/2023 Page 5 of 5 City Secretary Contract No. EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY SPAY AND NEUTER NETWORK PO BOX 515 KAUFMAN, TX 75142 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 execute 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 Form that has been properly executed by Vendor. 1. Name: Jordan Craig Position: Executive Director Jordan Craig (Jun 81Q42308:50 CDT) Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President / CEO Other Title: Date: Professional Services Agreement — Spay Neuter Network Page 16 of 16 EXHIBIT E CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST DISCLOSURE REOUIREMENT Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential Agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/CIQ.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the City, use N/A in each of the areas on the form. However, a signature is required in the #4 box in all cases. CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. jJ Name of vendor who has a business relationship with local governmental entity. J ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? 71 Yes F1 No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J ❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). J Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission Revised 11/30/2015 www.ethics.state.tx.us CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.0010-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission Revised 11/30/2015 www.ethics.state.tx.us