HomeMy WebLinkAboutContract 60161CSC No. 60161
GOATSUPING
LLC
This Agreement, dated 09/01/ 2023, is between GoatScaping LLC, hereinafter referred to as GoatScaping,
at 13707 County Road 168 Breckenridge, TX 76424 and City of Fort Worth Parks & Recreation (Client).
IN CONSIDERATION OF THE PAYMENT OF THE MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN,
AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPTAND SUFFICIENCY OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
GoatScaping will perform services listed below for Client, and Client agrees to pay GoatScaping LLC for
said services under the terms and conditions hereby agreed upon by the parties and delineated below
(hereinafter referred to as either the "Agreement" or the "Contract.")
Section 1— Agreement
1.1 During the year of 2023, GoatScaping will provide to client the following service: To provide a "Grazing
Herd" of sheep or goats to the specified areas or locations as defined in Schedule "A," attached hereto
(Hereinafter referred to as the "Property to be Grazed").
Section 2 — Description of Services
2.1 GoatScaping agrees to provide a Grazing Herd to perform the services and work as stated in Section
2.2 of this Agreement (hereinafter referred to as the "Services.").
2.2 Duties. GoatScaping agrees to provide a Grazing Herd for use at the Property to be Grazed under the
terms and conditions set forth as follows:
a. Evaluate and manage the Grazing Herd's activities of Property to be Grazed,
b. Place and secure electric and other needed fencing to maintain the Grazing Herd;
c. Provide 24-hour monitoring and care of Grazing Herd throughout the duration of the Agreement;
d. Provide onsite trailer for GoatScaping staff;
e. If applicable, provide guardian dogs for protection of livestock from predators; and
f. If applicable, use vehicles and ATVS to supervise, to control and to monitor the Grazing Herd.
Section 3 - Payment
3.1 In consideration of services to be rendered by GoatScaping to Client, Client shall pay GoatScaping the
sum of $ 3,000.00 with $600.00 payable upon signing of the contract, Once the Grazing Herd has
completed the 2.1 acres of the Property to be Grazed a final payment of $2,400.00 upon completion of
Services being rendered.
Section 4 — Contract Termination
4.1 This Contract will terminate automatically upon completion by GoatScaping of the Services required
by this Contact.
OFFICIAL RECORD
Addendum CITY SECRETARY Page 1 of 11
FT. WORTH, TX
Section 5 - Food and Water for Grazing Herd
5.1 Food and Water. Aside from the available grazing vegetation, GoatScaping will provide all food and
with the Clients help- ensure access to water needed by the Grazing Herd. A staff person from
GoatScaping will ensure that the Grazing Herds physical condition, food, and water are adequate.
5.2 GoatScaping and Client will cooperate in soliciting water access from other adjacent property owners
when water sources are not available at Property to be Grazed.
Section 6 — 24-Hour Telephone Service
6.1 Telephone Availability. The telephone numbers for GoatScaping are (817) 800- 0210 or (940) 395-
1386. GoatScaping agrees that these numbers will be answered twenty-four (24) hours a day.
Section 7 — Compliance with Statutes
7.1 Compliance with Applicable Statues, Ordinances and Regulations. In performing the Services required
of it under this Agreement, GoatScaping shall comply with all applicable federal, state, county and
city statutes, ordinances and regulations.
7.2 Compliance with fire marshal vegetation management regulations. GoatScaping will guarantee 80%
of the palatable vegetation to be removed from Property to be Grazed with a ground cover of at least
2 inches.
Section 8 — Warranty of Client
8.1 Warranty of Client. The Client herby warrants and guarantees that the Client is the owner of the
Property to be Grazed or has been given authority by the property owner for use of the Grazing Herd
for its vegetation management.
Section 9 — Notification to Persons with Access to Property to be Grazed
9.1 Notification to Persons with Access to Property to be Grazed. Client shall have the obligation to notify
all persons having access to the Property to be Grazed when the Grazing Herd will be on the Property
to be Grazed and to warn all persons to not enter the Property to be Grazed. Except as set forth in
Section 10, GoatScaping assumes no obligation, risk, or liability for personal injury or property damage
arising from the use of the Grazing Herd on the Property to be Grazed.
Section 10 — Release and Hold Harmless Agreement
10.1 Hold Harmless Agreement. GoatScaping shall be responsible for all damages to persons or properties
that occur because of GoatScaping and/or GoatScaping employees, officers or agents, arising under
the performance of this Agreement. Client shall be responsible for all damages to persons or
properties that occur because of Client or Clients employees, officers, or agents, arising under the
performance of this Agreement. In the event of concurrent negligence of GoatScaping, its officers,
agents or employees, and Client, its officers, agents or employees, any liability shall be apportioned
per the Texas theory of comparative negligence.
Section 11—Term of Contract
11.1 Term. Upon the commencement date of this Contract, GoatScaping will timely provide Grazing Herds
to commence grazing services and all Services shall be completed by August or near and around
any changes in the deadlines that vary with rainfall.
Section 12 — Representations of Warranties of Contractor
Addendum Page 2 of 11
12.1 Representations. GoatScaping acknowledges and warrants to Client that it is experienced in the use
of animal technology to evaluate and manage the Property to be Grazed. GoatScaping will have in
force liability insurance of $2,000,000.00. Workers Compensation insurance and automobile liability
insurance. Certificates will be provided upon Clients request for a charge of $50.00 per certificate.
Section 13 — Default
13.1 The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment for the
benefit of creditors, application or sale for or by a creditor or government agency.
Section 14 — Miscellaneous
14.1 Remedies. In addition to any and all other rights a party may have available according to law, if a
party defaults by failing to substantially perform any provisions, term or condition of this Contract
(including without limitation the failure to make a monetary payment when due), the other party
may terminate the Contract by providing written notice to the defaulting party. This notice shall
describe with sufficient detail the nature of the default. The party receiving such notice shall have 10
days from the effective date of such notice to cure to the default(s). Unless waived in writing by a
party providing notice, the failure to cure the default(s) within such time period shall result in the
automatic termination of this Contract.
14.2 Force Majeure. If performance of this Contract or any obligation under this Contract is prevented,
restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"),
and if the party unable to carry out its obligations gives the other party prompt written notice of such
event, then the obligations of the party invoking this provision shall be suspended to the extent
necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire,
explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority,
or by national emergencies, insurrections, riots, or wars, or strikes, lock -outs, work stoppages. The
excused party shall use reasonable efforts under the circumstances to avoid or remove such causes
or non-performance and shall proceed to perform with reasonable dispatch whenever such causes
are removed or ceased. An act or omission shall be deemed within the reasonable control of a party
if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
14.3 Entire Agreement. This Contract contains the entire agreement of the parties, and there are no
other promises or conditions in any other agreement whether oral or written concerning the subject
matter of this Contract. This Contract supersedes any prior written, or oral agreements between the
parties.
14.4 Severability. If any provision of this Contract will be held to be invalid or unenforceable for any
reason, the remaining provisions will continue to be valid and enforceable. If a count finds that any
provision of this Contract is invalid or unenforceable, but that by limiting such provision it would
become valid and enforceable, then such provision will be deemed to be written, construed, and
enforced as so limited.
14.5 Amendment. This Contract may be modified or amended in writing by mutual agreement between
the parties, if the writing is signed by the party obligated under the amendment.
Addendum Page 3 of 11
14.6 Governing Law. This Contract shall be construed in accordance with the laws of the State of Texas.
14.7 Notice. Any notice or communication required or permitted under this Contract shall be sufficiently
given if delivered in person or by certified mail return receipt requested, to the address set forth in
the opening paragraph or to such other address as one party may have furnished to the other in
writing.
14.8 Waiver of Contractual Right. The failure of either party to enforce any provision of this Contract shall
not be construed as a waiver or limitation of this party's right to subsequently enforce and compel
strict compliance with every provision of this Contract.
Addendum Page 4 of 11
SCHEDULE A
LOCATION OF SERVICES - ANDERSON PARK - 2.09 ACRES
5052 CROMWELL-MARINE CREEK PK , FORT WORTH TX 76179
f
Addendum Page 5 of 11
ADDENDUM TO THE SERVICE AGREEMENT
BETWEEN THE CITY OF FORT WORTH
AND GOATSCAPING, LLC
This Addendum to the Service Agreement ("Addendum") is entered into by and between
GoatScaping, LLC ("Vendor") and the City of Fort Worth ("City"), collectively the "parties", for
a purchase of licenses.
The Contract documents shall include the following:
1. The Service Agreement and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Service Agreement (the
"Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by
a representative of each party duly authorized to bind the parties hereto, that the parties hereby
agree that the provisions in this Addendum below shall be applicable to the Agreement as follows:
1. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City (the "Effective Date") and shall expire one (1) year
after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the
provisions of the Agreement or otherwise extended by the parties. The Agreement may be renewed
for _zero L0_) of renewals at City's option, each a "Renewal Term." City shall provide Vendor
with written notice of its intent to renew at least thirty (30) days prior to the end of each term.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten (10) calendar days after
receipt of notice from the non -breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non -breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. 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 the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
Addendum Page 6 of 11
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine-readable format or other format deemed acceptable to City.
3. Attornevs' Fees, Penalties, and Liquidated Damaizes. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by
Governmental Units," is self -insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self -insured status as
requested by Vendor.
Addendum Page 7 of 11
7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with this Agreement, it being understood that this agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 8, Vendor shall 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 shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the 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 the City for infringement arising under this Agreement, the City shall 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 shall fully
participate and cooperate with the 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, the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under this
Agreement. If the Deliverable(s), 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 shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non -infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing
Deliverable(s) 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 the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET
FORTH IN SECTION 10 OF THIS AGREEMENT.
10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
Addendum Page 8 of 11
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
11. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect. In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility
of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will 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.
12. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
13. Immigration Nationalitv Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice
to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
14. 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 2270 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" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor
certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract.
15. Prohibition on Bovcottin2 Ener2v Companies. 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, which will 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
Addendum Page 9 of 11
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.
16. Prohibition on Discrimination A ag inst 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 which will 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 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.
17. Ri2ht to Audit. Vendor agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
(signature page follows)
Addendum Page 10 of 11
IN WITNESS WHEREOF, the City and Contractor have executed this contract to be
effective on September 1, 2023.
City of Fort Worth
By: cwc
Name: Jesica L. McEachern
Title: Assistant City Manager
Date: Sep 25, 2023
Approval Recommended:
By:
/6" ,
Name:
Dave Lewis
Title:
Acting Director
By; sane arm �.2rtx31s:M rnn
Name: Sandra Youngblood
Title: Assistant Director
Attest:
By: (J
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
GoatScaping, LLC.
J'A28 CDT)
Name: Haley Cosnell
Title: Owner
Date: Sep 11, 2023
4a44004n
,',s � foRrkoado
a°:o 0'0.
o o
anbMNIV
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.
U %o r
By: 0..UpF,, S—Aw 5ep 7, 2M 0711 CDii
Name: Christopher Swindle
Title: Sr. Contract Compliance Specialist
Approved as to Form and Legality:
By: NicoNico Aria2313:37 CDT)
Name: Nico Arias
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 11 of 11