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HomeMy WebLinkAboutContract 62602CSC No. 62602 SERVICE AGREEMENT AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORT ("City"), a Texas home rule municipal corporation acting by and through its duly authorized Assistant Ci Manager, and NV A 1-20 HUDSON OAKS VETERINARY MANAGEMENT, LLC DBA 1-20 AN.u.,,� ....... HOSPITAL (nVendor"), acting by and through its duly authorized representative, each individually eferred to as a "party" and collectively as the "pa�es." AGREEMENT DOCUMENTS: The Agreement documents shall include the ollowing: 1.This Professional Services Agr ment; 2.Exhibit A -Scope of Services; 3.Exhibit B - Price Schedule; and 4.Exhibit C-Verification of Sign ture Authority Form. Exhibits A, B, and C, which are attached her to and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflic between the terms and conditions of Exhibits A, B, or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. ' • 1.SCOPE OF SERVICES. Vendor will provide veterinarian s ices for the City of Fort Worth ("City'') Police Department("FWPD") K9 Unit Exhibit A -Scope of S rvices more specifically describes the Services to be provided hereunder. No veterinarian services will be p ovided without the consent and approval of the FWPD officer who is assigned to be the canine's handler. 2.TERM. This Agreement shall begin on Oc30, 2025 ("Expiration Date"), unless termin Upon the expiration of the Initial Term, the conditions for up to four (4) one-year renew on September 30th of the following year (eac party with notice of non-renewal at least 30 3.COMPENSATION. er 1, 2024 ("Effective Date") and shall expire oq September ed earlier in accordance with this Agreement ("Ini�ial Term"). greement will renew automatically under the same terms and periods that will begin on October 1 st of each year and expire a "Renewal Term"), unless City or Vendor provides the other ys before the expiration of the fuitial Term or Renewal Term. City shall pay Vendor in accordan e with the fee schedule of Vendor personnel who perform services under this Agreement in accordanc with the provisions of this Agreement and Exhibit B, - Price Schedule. Total payment made under thi Agreement shall not exceed thirty-five thousand dollars ($35,000.00) annually. Vendor shall not pe orm any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any itional expenses of Vendor not specified by this-Agreement unless City first approves such expenses in ·�ing. "'Professional Services Agreement -NV A I-Uudson Oaks Management, LLC .. , Page 1 of14 4. TERMINATION. 4.1. Written Notice. City or Vf reason by providing the other party with at l� r may terminate this Agreement at any time and for any 30 days' written notice of termination. 4.2 Non-A ro riation of Fund . In the event no funds or insufficient funds are appropriated by City Council in any fiscal period for an payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall termina e 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 fund have been appropriated. 4.3 Duties and Obligations of tl� to the Expiration Date, City shall pay Venc ternunation and Vendor shall continue to pr with this Agreement up to the effective date reason, Vendor shall provide City with copie under this Agreement. In the event Vendor h� to perform services hereunder, Vendor shal format or other format deemed acceptable to ; Parties. In the event that this Agreement is terminated prior �r for services actually rendered up to the effective date of vide City with services requested by City and in accordance of termination. Upon termination of this Agreement for any of all completed or partially completed documents prepared � received access to City Information or data as a requirement return all City-provided data to City in a machine-readable 5. DISCLOSURE OF � 5.1 Disclosure of Conflicts. V ndor hereby warrants to City that Vendor has made full disclosure in writing of any existing or poten ial conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts f interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make 11 disclosure to City in writing. 5.2 Confidential Information. V ndor, for itself and its officers, agents, and employees, agrees that it shall treat all information provided to it by City ("City Information") as con�dential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Vendo shall store and maintain City Information in a secure manner and shall not allow unauthorized users to acc ss, modify, delete, or otherwise corrupt City Information in any way. Vendor shall notify City immediate if the security or integrity of any City Information has been compromised or is believed to have been co romised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully coope ate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall, until t; contract, or the final conclusion of any audit c right to examine at reasonable times any including, but not limited to, all electronic Agreement at no additional cost to City. Ven hours to all necessary Vendor facilities and sr to conduct audits in compliance with the p� advance notice of intended audits. e expiration of three (3) years after final payment under this >mmenced during the said three years, have access to and the lirectly pertinent books, documents, papers, and records, records, of Vendor involving transactions relating to this or agrees that City shall have access during normal working ill be provided adequate and appropriate work space in order �visions of this section. City shall give Vendor reasonable Professional Services Agreement — NVA I-20I Hudson Oaks Management, LLC Page 2 of 14 �. It is expressly understood and agree all rights and privileges and work perform employee of City. Subject to and in accor Vendor shall have the exclusive right to con� responsible for the acts and omissions o subcontractors. Vendor acknowledges that i City, its officers, agents, servants and emp consultants, and subcontractors. Vendor fur of a partnership or joint enterprise between way be considered a co-employer or a j� employees, or subcontractors of Vendor. Nf subcontractors of Vendor shall be entitle� responsible and liable for any and all payn officers, agents, servants, employees, or sub that Vendor shall operate as an independent contractor as to under this Agreement, and not as agent, representative, or nce with the conditions and provisions of this Agreement, �1 the details of its operations and activities and shall be solely its officers, agents, servants, employees, consultants and ; doctrine of respondeat superior shall not apply as between yees, and Vendor, its officers, agents, employees, servants, �r agrees that nothing herein shall be construed as the creation ity and Vendor. It is further understood that City shall in no �t employer of Vendor or any officers, agents, servants, her Vendor, nor any officers, agents, servants, employees, or to any employment benefits from City. Vendor shall be nt and reporting of taxes on behalf of itself, and any of its 8. 8.1 LIABILITY - VENDOR � ALL PROPERTY LOSS, PROPERTY DEATH, TO ANY AND ALL PERSONS, ASSERTED, TO THE EXTENT CAU� MALFEASANCE OR INTENTIONAL A SERVANTS, EMPLOYEES, CONTRAC7 ALL BE LIABLE AND RESPONSIBLE FOR ANY AND �MAGE AND/OR PERSONAL INJURY, INCL UDING 'F ANY KIND OR CHARACTER, WHETHER REAL OR D BY THE NEGLIGENT ACT(S) OR OMISSION(S), SCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, RS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICf TO INDEMNIFY, HOLD HARMLESS AN� AND EMPLOYEES, FROMAND AGAINS OR CHARACTER, WHETHER REAL Oh LOSS (INCLUDING ALLEGED DAMAi RESULTING LOST PROFITS) AND/OR P ALL PERSONS, ARISING OUT OF OR 1 EXTENT CAUSED BY THE NEGLIG INTENTIONAL MISCONDUCT OF 1 CONTRACTORS, SUBCONTRACTORS, a 8.3 INTELLECTUAL PROPE DEFEND, SETTLE, OR PAY, AT ITS O AGAINST CITY FOR INFRINGEMENT G SECRET, OR SIMILAR PROPERTY R1 AND/OR DOCUMENTATION IN ACC UNDERSTOOD THAT THIS AGREEMEII IF CITY MODIFIES OR MISUSES THE S VENDOR BEARS THE COST AND EX AGAINST CITY PURSUANT TO THIS , CONDUCT THE DEFENSE OF ANY SUC ITS SETTLEMENT OR COMPROMISE A� HOWEVER, CITYSHALL HAVE THE RI( SETTLEMENT, NEGOTIATIONS, OR TION- VENDOR HEREBY COVENANTS AND AGREES DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS 'ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND ASSERTED, FOR EITHER PROPERTY DAMAGE OR E OR LOSS TO VENDOR'S BUSINESS AND ANY 'RSONAL INJURY, INCL UDING DEA TH, TO ANY AND J CONNECTION WITH THIS AGREEMENT, TO THE ;NT ACTS OR OMISSIONS, MALFEASANCE, OR BNDOR, ITS OFFICERS, AGENTS, SERVANTS, � EMPLOYEES. TY INDEMNIFICATION - VENDOR AGREES TO 7V COST AND EXPENSE, ANY CLAIM OR ACTION ' ANY PA TENT, COPYRIGHT, TRADE MARK, TRADE HT ARISING FROM CITY'S USE OF SOFTWARE RDANCE WITH THIS AGREEMENT, IT BEING ' TO DEFEND, SETTLE, OR PAY SHALL NOT APPLY 'FTWARE AND/OR DOCUMENTATION. SO LONG AS ENSE OF PAYMENT FOR CLAIMS OR ACTIONS FCTION, VENDOR SHALL HAVE THE RIGHT TO CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR � TO SETTLE OR COMPROMISE ANY SUCH CLAIM; fT TO FULLYPARTICIPATE INANYAND ALL SUCH 9 WSUIT AS NECESSARY TO PROTECT CITY'S Professional Services Agreement — NVA I-20 Hudson Oaks Management, LLC Page 3 of 14 INTEREST, AND CITYAGREES TO C EVENT CITY, FOR WHATEVER REAS( OF COSTS OR EXPENSES FOR ANY INFRINGEMENT ARISING UNDER TH1 TO COND UCT THE DEFENSE OF ANY FOR ITS SETTLEMENT OR COMPROA CLAIM; HOWEVER, VENDOR SHALL F DEFENSE OF SUCH CLAIM OR ACTIOI NOTICE OF ANY SUCH CLAIM OR f RECEIT�E RELATING THERETO. ASSUMPTION OF PAYMENT OF COST. DUTY TO INDEMNIFY CITY UNDER DOCUMENTATION OR ANY PART ? THEREOF IS ENJOINED OR RESTRA� COMPROMISE, SUCH USE IS MATERlf ITS OWN EXPENSE AND AS CITY'S SG RIGHT TO CONTINUE TO USE THE SO� THE SOFTWARE AND/OR DOCUMEN"l THAT SUCH MODIFICATION DG CITY'S AUTHORIZED USE OF THE REPLACE THE SOFTWARE AND/O� COMPATIBLE, AND FUNCTIONALLY E DOCUMENTATION AT NO ADDIT7011 FOREGOING AL TERNA TI VES IS REASI AGREEMENT, AND REFUND ALL AMG WH1CH TERMINA TJON CI TY MA Y SE, UNDER LA W. 9. �OPERATE WITH VENDOR IN DOING SO. IN THE ►N, ASSUttiIES THE RESPONSIBILITY FOR PAYMENT CLAIM OR ACTION BROUGHT AGAINST CITY FOR S AGREEMENT, CITY SHALL HA VE THE SOLE RIGHT SUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS �ISE AND TO SETTLE OR COMPROMISE ANY SUCH ULLYPARTICIPATEAND COOPERATE WITHCITYIN � CITYAGREES TO GIVE VENDOR TIMELY WRITTEN CTION, WITH COPIES OF ALL PAPERS CITYMAY VOTWITHSTANDING THE FOREGOING, CITY'S � OR EXPENSES SHALL NOT ELIMINATE VENDOR'S THIS ACREEMENT. IF THE SOFTWARE AND/OR KEREOF IS HELD TO INFRINGE AND THE USE 7VED OR, IF AS A RESULT OF A SETTLEMENT OR LL Y AD VERSEL Y RESTRICTED, VENDOR SHALL, A T LE REMEDY, EITHER: (A) PROCURE FOR CITY THE 'TWARE AND/OR DOCUMENTATION; OR (B) MODIFY ATION TO MAKE IT NON-INFRINGING, PROVIDED ES NOT MATERIALLY ADVERSELY AFFECT SOFTWARE AND/OR DOCUMENTATION; OR (C) � DOCUMENTATION WITHEQUALLY SUITABLE, QUIVALENT NON-INFRINGING SOFTWARE AND/OR AL CNARGE TO CITY; OR (D) IF NONE OF THE 1NABL Y A VAILABLE TO VENDOR, TERNIINA TE THIS UNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO s"K ANY AND ALL REMEDIES A VAILABLE TO C1TY 9.1 Assi ent. Vendor shall n t assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior writte consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement ith City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendo under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants c nsent to a subcontract, subcontractor shall execute a written agreement with Vendor referencing this Agre ment under which subcontractor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully execut d copy of any such subcontract. 9.3 The failure of any subc required by this Agreement, shall not be or assignee to execute a separate, written agreement, as a waiver of that requirement by the City. 10. 1NSURANCE. Vendor shall provide City with certi icate(s) of insurance documenting policies of the following types and minimum coverage limits that are be in effect prior to commencement of any work pursuant to this Agreement: Professional Services Agreement — NVA I-20 Hudson Oaks Management, LLC Page 4 of 14 10.1 Covera�e and Limits (a) Commercial Gener $1,000,000 - Ea $2,000,000 - A� (b) Automobile Liabili $1,000,000 - Ea Liability: Occurrence occurrence on a combined single limit basis Coverage will be o any vehicle used by Vendor, or its employees, agents, or representatives in t e course of providing services under this Agreement. "Any vehicle" will be any ehicle owned, hired, and non-owned. (c) Workers' Compens ion: Statutory limits acc din, state workers' comp nsa� Employers' iab $100,000 - $100,000 - $500,000 - to the Texas Workers' Compensation Act or any other on laws where the services are being performed. ility: Bodily Injury by accident; each accident/occurrence Bodily Injury by disease; each employee Bodily Injury by disease; policy limit 10.2 General Requirements (a) The commercial ge as an additional insi its employees, offic services. il liability and automobile liability policies must name City thereon, as its interests may appear. The term City includes officials, agents, and volunteers in respect to the contracted (b) The workers' a of Recovery) in sation policy must include a Waiver of Subrogation (Right of City. (c) A minimum of thirt (30) days' notice of cancellation or reduction in limits of coverage shall be ovided to City. At lease ten (10) days' notice shall be acceptable in the ev nt of non-payment of premium. Notice shall be sent to the Risk Manager, City o Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fo Worth City Attorney at the same address. (d) The insurers for all p licies must be licensed and/or approved to do business in the State of Texas. All i surers must have a minimum rating of A- VII in the current A.M. Best Key Ratin Guide, or have reasonably equivalent financial strength and solvency to the sati faction of Risk Management. If the rating is below that required, written app oval of Risk Management is required. (e) Any failure on the p� of City to request required insurance documentation shall not constitute a waiv r of the insurance requirement. Professional Services Agreement — NVA I-20IHudson Oaks Management, LLC Page 5 of 14 (� Certificates of Ir insurance shall be pursuant to this A 11. evidencing that Vendor has obtained all required to the City prior to Vendor proceeding with any work IN GULA Vendor agrees that in the perform nce of its obligations hereunder, it shall comply with all applicable federal, state, and local laws, ordi ances, 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 no ifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor shall immediately des st from and correct the violation. 12. Vendor, for itself, its personal repre� as part of the consideration herein, agrees hereunder, it shall not discriminate in the treal on any basis prohibited by law. IF ANY CI THIS NON-DISCRIMINATION C� REPRESENTATIVES, ASSIGNS, SUB( VENDOR AGREES TO ASSUME SUCH l AND HOLD CITY HARMLESS FROM S ntatives, assigns, subcontractors, and successors in interest, at in the performance of Vendor's duties and obligations ient or employment of any individual or group of individuals ►IM ARISES FROM AN ALLEGED VIOLATION OF VENANT BY VENDOR, ITS PERSONAL )NTRACTORS, OR SUCCESSORS IN INTEREST, ABILITY AND TO INDEMNIFY AND DEFEND CITY CH CLAIM. 13. NOTICES. Notices required pursuant to the pro �sions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delive ed to the other party, its agents, employees, servants, or representatives, or (2) received by the other p y by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's O same address To VENDOR: NVA I-20 Hudson Oaks Veterinary Management, LLC dba I-20 Animal Hospital Attn: Amanda Armstrong 3713 Fort Worth Highway Hudson Oaks, Texas 76087 at 817-341-3331 14. SOLICITATI Neither City nor Vendor shall, durin� one year after its termination, solicit for em contractor, any person who is or has been emp the prior written consent of the person's empl apply to an employee of either party who respc by either party. the term of this Agreement and additionally for a period of �loyment or employ, whether as employee or independent �yed by the other during the term of this Agreement, without yer. Notwithstanding the foregoing, this provision shall not ►ds to a general solicitation of advertisement for employment Professional Services Agreement — NVA I-20IHudson Oaks Management, LLC Page 6 of 14 15. GOVERNMENTAL POWERS. It is understood and agreed that by � any of its governmental powers or immuniti on of this Agreement, City does not waive or surrender 16. NO WAIVER. The failure of City or Vendor to i ist upon the performance of any term or provision of this Agreement or to exercise any right grante herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate pe formance or to assert any such right on any future occasion. 17. GOVERNING LAW / VENUE. This Agreement shall be construed i accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, s brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant Cou ty, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement 's held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining rovisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Vendor will exercise their est efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be eld liable for any delay or omission in performance due to force majeure or other causes beyond their r asonable control, including, but not limited to, compliance with any government law, ordinance, or reg ation; acts of God; acts of the public enemy; tir.es; strikes; lockouts; natural disasters; wars; riots; epide ics or pandemics; government action or inaction; orders of government; material or labor restrictions y 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 natio al or regional emergencies; or any other similar cause not enumerated herein but which is beyond the re sonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The p rformance of any such obligation is suspended during the period of, and only to the extent of, such pr vention 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 determi ed by the City in its sole discretion. The form of notice required by this section will be the same as S ction 13. 20. Headings and titles used in this Agre ment are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. Professional Services Agreement — NVA I-20IHudson Oaks Management, LLC Page 7 of 14 21. REVIEW OF COUNSEL. The parties acknowledge that each revise this Agreement and that the normal r resolved against the drafting party shall not arty and its counsel have had the opportunity to review and es of construction to the effect that any ambiguities are to be employed in the interpretation of this Agreement or exhibits. 22. No amendment, modification, or unless set forth in a written instrument, w ision of this Agreement shall be binding upon a party hereto is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including its attach d exhibits, contains the entire understanding and agreement between City and Vendor, their assigns, and uccessors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agre ment is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all su h counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that its services ill be of a professional quality and conform to generally prevailing industry standards. City must give ritten notice of any breach of this warranty within thirty (30) days from the date that the services are com leted. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to r-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City t Vendor for the nonconforming services. 26. IMMIGRATION AND NATIO Vendor shall verify the identity and u�Ider this Agreement, including completing request by City, Vendor shall provide Cit documentation for each employee who perfo Federal and State laws as well as establish a� performed by any Vendor employee who i SHALL INDEMNIFY AND DEFEND � PENALTIES, LIABILITIES, OR LOSSE VENDOR, VENDOR'S EMPLOYEES, S1 upon written notice to Vendor, shall have the of this provision by Vendor. mployment eligibility of its employees who perform work he Employment Eligibility Verification Form (I-9). Upon with copies of all I-9 forms and supporting eligibility ns work under this Agreement. Vendor shall adhere to all ropriate procedures and controls so that no services will be not legally eligible to perform such services. VENDOR [TY AND HOLD CITY HARMLESS FROM ANY DUE TO VIOLATIONS OF THIS PARAGRAPH BY BCONTRACTORS, AGENTS, OR LICENSEES. City, ght to immediately terminate this Agreement for violations 27. City shall be the sole and exclusive �Owner of all reports, work papers, procedures, guides; and documentation, created, published, displayed,l and/or produced in conjunction with the services provided Professional Services Agreement — NVA I-20IHudson Oaks Management, LLC Page 8 of 14 under this Agreement (collectively, "Work F of all copyright, patent, trademark, trade sec Ownership of the Work Product shall inure t fixation of the Work Product in a tangil copyrightable aspect of the Work Product sh of the Copyright Act of 1976, as amended. I not considered a "work-made-for-hire" witl� Vendor hereby expressly assigns to City all and all copies thereof, and in and to the copy rights therein, that City may have or obtain, balance due, or rights of retention thereto on 28. SIGNATURE AUTHORITY. �oduct"). Further, City shall be the sole and exclusive owner ret, and other proprietary rights in and to the Work Product. � the beneft of City from the date of conception, creation, or le medium of expression (whichever occurs first). Each ill be considered a"work-made-for-hire" within the meaning � and to the extent such Work Product, or any part thereof, is in the meaning of the Copyright Act of 1976, as amended, xclusive right, title, and interest in and to the Work Product, ight, patent, trademark, trade secret, and all other proprietary without further consideration, free from any claim, lien for he part of the City. Each person signing this Agreement ereby warrants that they have the legal authority to execute this Agreement on behalf of the respective pa y, and that such binding authority has been granted by proper order, resolution, ordinance or other authoriza ion of the entity. This Agreement and any amendment hereto, may be executed by any authorized represen ative of Vendor. Each party is fully entitled to rely on these wan-anties and representations in entering int this Agreement ar any amendment hereto. 29. CHANGE IN COMP Vendor shall notify City's Purchasi� address change for the purpose of maintair authorized official must sign the letter. A lett be accompanied with supporting legal docun state indicating such change, copy of the boar merger or acquisition agreement. Failure to p g Manager, in writing, of a company name, ownership, ar ing updated City records. The president of Vendor or an �r indicating changes in a company name or ownership must entation, such as an updated W-9, documents filed with the I of director's resolution approving the action, or an executed �ovide the specified documentation so may adversely impact future payments. 30. If Vendor has fewer than 10 employ does not apply. Vendor acknowledges that i Code, City is prohibited from entering into contract contains a written verification from not boycott Israel during the term of the corr the meanings ascribed to those terms in Cha contract, Vendor certifies that Vendor's sigr does not boycott Israel; and (2) wi[I not boyc THAT �s or the Agreement is for less than $100,000, this section accordance with Chapter 2271 of the Texas Government contract with a company for goods or services unless the e company that it: (1) does not boycott Israel; and (2) will �ct. The terms "boycott Israel" and "company" shall have er 2271 of the Texas Government Code. By signing this ture provides written veriftcation to City that Vendor: (1) `t Israel during the term of the Agreement. 31. PROHIBITION ON BOY Vendor acknowledges that in accor City is prohibited from entering into a contr that is to be paid wholly or partly from publ employees unless the contract contains a wr energy companies; and (2) will not boycott extent that Chapter 2276 of the Governn Agreement, Vendor certifies that Vendor's : nce with Chapter 2276 of the Texas Government Code, the t for goods or services that has a value of $100,000 or more funds of the City with a company with 10 or more full-time �n verification from the Vendor that it: (I) does not boycott ergy companies during the term of this Agreement. To the �t Code is applicable to this Agreement, by signing this nature provides written verification to the City that Vendor: Professional Services Agreement — NVA I-20IHudson Oaks Management, LLC Page 9 of 14 (1) does not boycott energy companies; and �2) will not boycott energy companies during the term of this Agreement. 32. PROHIBITION INDUSTRIES. Vendor acknowledges that except as therwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering int a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly fr m public funds of the City with a company with 10 or more full-time employees unless the contract cont 'ns a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directi e that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate dur ng the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 274 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 practi e, policy, guidance, or directive that discriminates against a iirearm entity or firearm trade association; a d(2) will not discriminate against a firearm entity or firearm trade association during the term of this Agre ment. 33. 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 s anned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or sign tures electronically inserted via software such as Adobe Sign. page follows) (remainder of page intentionally left blank) Professional Services Agreement — NVA I-20I Hudson Oaks Management, LLC Page 10 of 14 IN WITNESS WHEREOF, the parties here o have executed this Agreement in multiples. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Name: William Johnson Title: Assistant City Manager Date: Jan 10, 2025 APPROVAL RECOMMENDED: By: Name: Robert A. Alldredge, Jr. Title: Executive Assistant Chief ATTEST: By: Name: Jannette S. Goodall Title: City Secretary VENDOR: NV A I-20 HUDSON OAKS VETE MANAGEMENT, LLC DBA I-20 AN HOSPITAL By: N Title: Partner and Medical Directo Date: 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: Loraine Coleman Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: A�� Name: Amaro.a Muhammad Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Not required Professional Services Agreement -NV A I-20 Hudson Oaks Management, LLC Page 11 of 14 CSCO# EXHIBIT A 1, Vendor shall Perform x-rays, comp ehensive physicnl exams, annunl and bi-annual vaccines, dentistry, annual dingnostic testin to screen for early illness and/or disease, bi-annual fecal exams, bi-annual deworming, pay and neuter surgery, declnwing and heartworm protection for City of Fort Worth ("City") Police Department ("FWPD") K9 Unit Police dogs. 2. Vendor shall perform annual well medication. 3. Vendor shnll engage in treatment each dog's health. 4. Vendor shall perform ma jor tra uccidents, gunshots, and stabbi exams of all nssigned dogs including vaccinations and minor injuries or illness, and continued monitoring of care and surgery, to include injuries from auto 5. Vendor shall provide emergency Ve erinary treatment, at a Veterinarian hospital for Canines ns required by the City of ort Worth ("City") Police Department ("FWPD"), 24 hours a day, seven (7) days a week, to nll injured Canines. 6. Vendor shall provide newly-qssigne Canine handler's training in emergency dog care, and allow the supervisor to observe th clinic for one (1) to two (2) weeks at no cost to the City. 7. Vendor shall conform to all surgica'standards as dictated by the Texas Veterinary Medical Act. Professional Services Agreement — NVA I-2 Hudson Oaks Veterinary Management, LLC Page 12 of 14 CSCO# Wellness Exam Emerp.,enry Exam Rabies Vaa�ne ._ ---------__._._._... _._..__..�_----- ----- __ Distemper Vaccine Parw Vaccine Lepto Vau�ne Rordctella Vaccine Pecal analy,iz (:n-ho,pi Heartworrn 4DX �in-hosp� Urinaiysis iin-hosp) 7(-Rays (Chest or Abdomen 3 V'�c�w,) X-Ray�Each) Denta! Euam (Dr.Noland� HeartGard Plus (6 month suppiy) C�ravecto (3 month supplyl HospitaGzation per 24hr j60-80#i Gitical Care �Sfaule) per24hr Critical Care (Ser:oust per24hr Crrticai Care (CNtical) per24hr Lascr?herapy-Dependent upon area and term: Small Arca j5 sess�on,) PJ'ed%um Area (S sessrons) '�arge Area �5 sessionsl Ultrasound jDependent Upon Eztenvveness) We also discount ye�rserv+ces aixf pharma 25i-50% '-20Animal Hosp:taI11J15/2024 Amanda Armstrong EXHIBIT B CESCHEDULE Per Anirnal Fer _ ......----� 563.75 --'_5143.77 525.71 -----___.�... __......._........__......__._.._ ._._._...-- 528.56 516.65 521.86 524.42 549.05 $79.35 S85.47 5335.21 $146.96 $7G.27 566.75 SS6.32 -------......_......5122 16 5103.22 _ 5171.62 5199.52 5288 41 5304 49 5343.34 5270 66 $105.00 S41510 Fees coMained herein may be adJusted with the writien greement of the Cityr and Vendor. Similar veterinarian services other than tlmse Iisted above may be Warided 6y Vendor with the br written approval of the City. Professional Services Agreement — NVA I-20 Hudson Oaks Veterinary Management, LLC Page 13 of 14 cscv# VERIFICAT[ON NVA I-2U Huds�n (7aks Veterinary M Dr. Sallye Ciregg, Partner and Medicai 3713 Fort Worth Hi�hway Hudson Oaks, Texas 76087 Executian ofthis Signature Verification Foi have the authority to legally bind Vendor and behalf of Vendor. Such binding autharity has authorization of Vendor. City is fully entitled Form in entering into any agreement or arnen� witizin ten (10) business days if th�re are any any current executed Form until it r�;ceives a� . , _. .. 1. Name:c'.'.��; ,� , ., � � .. v: ... PosiCion: ���,�;��,��kt �.��yt�_� � �,� � � , � --r----F-- S ibrilStUiC ;HCBIT C SCGNATURE AL'THORITY LLC dba i-20 Anirnal Hospital ("Form") hereby certifies that the following individuals execute any agreement, amendment, or change order on en granted by proper order, resolution, ordinance, or othcr reiy on the warranty and representation set forth in this �cnt with Vendor. Vendor will submit an updated fiorm �nges ta the si�natory authoriCy. Ci�ty is entitled t� rely on ised Form that has been properly executed hy Vendor. 2. Narne: } � /- j (� { �l����"�� 1. �f. , q,.�.{a,�9..,�y ` .. , ii'�� T �.cf i l ��i�, [ �p� .,.., ..% � �1��Y1 3 Srgnature Nan,e:Sallye Gregg �osicion: Joint Venture Pa ner/ & Medical Director Signaiure Narne: Si�ature of Owner Other Title: Date: Professionai Services Agreement -- I`TVA I-20 udson Uaks V'cterinary Management, LLC Page 14 of 14