HomeMy WebLinkAboutContract 62984CSC No. 62984
FORTWORTH.
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation acting by and
through its duly authorized Assistant City Manager, and C&C Clinical Laboratory Consulting, LLC
("Vendor"), a Texas partnership 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 includes the following documents, which shall be construed in the order
of precedence as they are listed:
1. This Exempt Vendor Service Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B— Payment Schedule;
4. Exhibit C Verification of Signature Authority Form
5. Exhibit D— Exemption Procurement Justification
1. Scope of Services. Vendor will provide the City with consulting services related to
regulatory compliance, laboratory setup, clinical laboratory testing, cost reduction strategies, and training
and development ("Services"), which are set forth in more detail in Exhibit "A"— Scope of Services,
attached hereto and incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for one (1) year, beginning on July 1, 2025
("Effective Date"), unless terminated earlier in accordance with this Agreement. City will have the option,
in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-
year additional renewal options (each a "Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed twenty thousand
dollars and zero cents ($20,000.00) for any single term.
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including Exhibit `B"—
Payment Schedule, which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not specified
by this Agreement unless City first approves such expenses in writing.
OFFICIAL RECORD
4. Termination.
CITY SECRETARY
FT. WORTH, TX
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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. In addition, if
the City fails to comply with written policies and regulations of accrediting agency or does
not heed the advice and directions of the Vendor to achieve such compliance, is convicted of
any crime or offense, is guilty of serious misconduct in connection with performance hereunder, or
materially breaches provisions of this Agreement, the Vendor at any time may terminate the
engagement with the City immediately.
4.2 Non-Annronriation 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. City is a government entity under the laws of the State of
Texas and all documents held or maintained for City are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit
reasons objecting to disclosure to the Texas Attorney General. 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.
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
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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. Right 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, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES,
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, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROMAND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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, REPRSENTATIVES,
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
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ACTIONAGAINST CITYFOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE
MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE
OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS
AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND,
SETTLE OR PAY WILL NOT APPLYIF 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 CITYAGREES 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 HA VE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM
OR ACTIONAND 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. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH
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 MA TERIALL Y AD VERSEL Y 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
MA TERIALL Y AD VERSEL Y AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITH EQUALL Y SUITABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIVALENT NON -INFRINGING SOFTWARE AND 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 Assianment. 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 and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assignment.
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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
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) Professional Liability (Errors & Omissions): [N Applicable ❑ N/A
$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 must name City as an additional insured
thereon, as its interests may appear. The term City includes its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
(b) 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.
(c) 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.
(d) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
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(e) 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 or (2) received by the other party by United States Mail, registered,
return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
C&C Clinical Laboratory Consulting, LLC
Carol Vaughn
1810 Eastfork LN
Wylie, TX 75098
14. Solicitation of Emvlovees. 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.
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17. GoverninLy 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 Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance the notice section 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, Exhibit A, and Exhibit B.
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. Entirety of Agreement. This Agreement, including Exhibits A and B, 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.
24. 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.
25. 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
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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.
26. 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 I-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.
27. 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,
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.
28. 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.
29. 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 may adversely impact invoice payments.
30. 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. By signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
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Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
31. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, 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 Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. To the extent that Chapter 2276 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.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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 Vendor 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. 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.
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 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
Cy Y M'�11���1711�LY1171_Y_ A
By: William Joh nson( r19,202513:18CDT)
Name: William Johnson
Title: Assistant City Manager
Date:
VENDOR:
C&C Clinical Laboratory Consulting, LLC
By:
Name: Carol Vaughn
Title: Managing Member
Date: 3/18/25
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended: 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
By: James Davis (Mar 19, 2025 08:45 CDT) and reporting requirements.
Name: James E. Davis
Title: Fire Chief
Attest: poFFOR. 44 By:
�o Name: Brenda Ray
ono °:o
o,*> Title: Fire Purchasing Manager
By:
Name: Jannette Goodall Approved as to Form and Legality:
Title: City Secretary
Contract Authorization: By:
M&C: N/A Name: Taylor Paris
Date M&C Approved: Title: Assistant City Attorney
Form 1295:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
The Vendor will assist the City with meeting laboratory accreditation requirements set forth by
COLA and serve as the Technical Consultant for the Laboratory. Oversight will be provided by a
remote process, with on -site visits as requested. Vendor will report directly to Brandon Pate and
to any other party designated by Brandon Pate in connection with the performance of the duties
under this Agreement and shall fulfill any other duties reasonably requested by the City and agreed
to by the Vendor. Vendor's services, which encompass, but are not to limited to, the following:
• Regulatory Compliance: Assisting laboratories in meeting regulatory standards and
ensuring adherence to industry guidelines.
• New Laboratory Setup: Offering guidance and support in establishing new laboratory
facilities, including layout planning and equipment selection.
• Training and Development: Providing staff training to enhance laboratory operations and
ensure quality standards.
• Cost Reduction Strategies: Identifying and implementing strategies to reduce operational
costs without compromising quality.
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EXHIBIT B
PAYMENT SCHEDULE
As full compensation for the services rendered pursuant to this Agreement, the City shall pay the
Vendor according to the fee schedule as listed below:
• Hourly Fees: An hourly fee of $150/hour per consultant is charged for all on -site visits
and any off -site services outside of routine oversight.
For stat services with a less than 10 day due date, the hourly fee will be $200/hr.
• Monthly Oversight Fees: The monthly oversight fee starts at $550, covering one
moderately complex test panel across up to five iSTAT devices. For each additional group
of five iSTAT devices (e.g., 6-10 devices, 11-15 devices, etc.), an extra $100 will be added
to the monthly fee. Each additional moderately complex instrument, test method, or panel
incurs an extra charge of $50 per month.
Up to five waived tests can be added without additional fees. For waived testing beyond
five, additional monthly charges of up to $25 per instrument, test method, or panel may
apply.
Adding a pre -hospital blood administration program incurs an additional $100 per month
for the first five monitored mobile blood coolers. For every subsequent group of five
coolers (e.g., 6-10 coolers, 11-15 coolers, etc.), an extra $50 will be added to the monthly
fee.
For additional services outside of routine review, or routine monthly oversight requiring greater
than 4 hours/month, the hourly fee will be applied. This includes, but is not limited to, bringing
new instrumentation in-house (waived, moderate, or high complexity testing set up, training, and
validations), special meetings or in -services, competency/training activities, inspection
preparation, and inspections.
Any reasonable and approved out-of-pocket expenses that are incurred in connection with the
performance of the duties will be billed to the City. Vendor must obtain prior written approval
from City for all expenses incurred in connection with this Agreement for any expenses more than
$100.
Mileage Fees: A charge for mileage is assessed when traveling to and from locations
outside a 25-mile radius of the Vendor's address. Mileage is charged at the current
published government per diem rate at the time of travel.
Travel charge: A charge for travel time is assessed when traveling to and from locations
outside a 50-mile radius of the Vendor's address. Travel time for consulting is charged at
$30 per hour, capped at $250 per travel day. Mileage is charged at the published
government per diem rate at the time of travel.
Vendor Services Agreement Page 12 of 18
• Travel Expenses: Reimbursement is required for actual expenses incurred (e.g., lodging,
airfare, taxis, car rentals, parking, and others) both in traveling and during the consultation.
Receipts for actual expenses shall be provided to the City. Any reasonable and approved
out-of-pocket expenses that are incurred in connection with the performance of the duties
will be billed to the City. Meals are charged at the GSA per diem rate for that locality.
• PaymentMethods: Preferred payments are ACH through the QuickBooks link or by check.
Options to pay via credit card are turned off by default, and must be specifically requested
by the City. Payments made via credit card are subject to a convenience fee in the amount
of the credit card fees, to be applied on the next invoice.
Late Fees: Such compensation shall be payable within thirty (30) working days of receipt
of invoice. After thirty (30) days from the day City receives such invoices, any unpaid Fees
shall become overdue and carry 1.5% late fee for each month of delayed payment. These
late fees will be applied at the first day of each 30 days' time increments beginning on the
first day that Fees become overdue. If payment is not received within 30 days, the
Agreement shall be considered in breach. If at any time the Fees are more than 60 days
overdue, all services will be paused until such time as the account is made current or the
contract is terminated.
Vendor Services Agreement Page 13 of 18
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
C&C Clinical Laboratory Consulting, LLC
Carol Vaughn
1810 Eastfork LN
Wylie, TX 75098
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.
Name: Carol Vaughn
Position:: M�annaaging Member
e-Cgnature
2. Name:Cathy Bohrer
Position: Managing Member
N1" ge
Name: Carol Vaughn
signature of rresiaent
Other Title: Managing Member
Date: 3/18/25
Vendor Services Agreement Page 14 of 18
EXHIBIT D EXEMPTION PROCUREMENT JUSTIFICATION
FORT WORTH
CITY OF FORT WORTH
ClUPTER 252 EXT-MPTIO\ FORM
Instructions: Fill out the entre 5omi «ith detailed information Once you haN-e completed this Soren
provide it to the Purchasing attorneys for re%w%%, The attorneys will rnw%v the irrformation you
hax-e prodded to deterntme whether an exenption to Chapter 252's bidding requm=nts is
defensible. FaAre to proxide suffcrnt iiornation nay result in fDDow up questions and cause a
delay in the attorneys determination
Requestaig Deparurrrs:
Name of Contract Manager.
IIt ..�..r...nl Attorney.
Item or Serge sought:
Senice:
Anticipated Amount:
Vendor:
Section 1: General Information
FIRE DEPARTMENT
Currers/Pmr Agreement for item'senice
CSC or Purchase Order #:
Amours:
Projected M&C Date:
BRENDA RAY
TAYLOR PARIS
C&C Consulting
15,000.00
C&C Clinical Laboratory Consulting, LLC
Yes ❑ No
[N/A]
[N/Al
[N/A]
How will this item or sense be used? The Consultantwill ass istthe laboratorywith meeting
accreditation requirements setforth by COLA and serve as the Technical Consultantforthe Laboratory. Oversight
will be provided by a remote process, with on-siterisitsas requested Moderate complexity lab
const4tant Also used for blood project.
Has your deparanent started a requisition or odrrwise contacted the Purchasing Dnmion related
to obtaining this good/senice? Yes ❑ No
Page i of 6
Vendor Services Agreement Page 15 of 18
If yes. please protide regtnsabn nttnitber or brief explan ition of contact ttrtlt
Pirch asntg DnIsiow [:A]
Section 2: Claimed Exen:gition and Justification (Other than sole sotu)ce)
NOTE: For sole -source exemption requests, complete Section 3.
Please nuhicate the non -sole -source :..,�r.. _. you believe applies to the purclt.ase and provide
ntforimnon to support its applicability. Please refer to the C. .r .. ... Pratrr (stiartine on page �)
for detailed 1 ._.. ..i about connmmii :... , _...:
❑ A,. _„ necessary to preserve or protect the public health or safri• of the City
of Fort Worths residents:
❑ A r.:. necess<an_, because of turforeseen di rage to public machinery.
eguwment, or other property.
CAA , . for persoma profrssion a L or plwning seniees:
❑ A r. .._: for work that is perforurd and paid for by the day as the work
progresses:
❑ A purchase of land or a right-of-way.
LJ Patntg driantage. street ttiidertnig and other public _ „ v.di.. or relined rtnatters. if
at least ore-tltnd of the cost is to be pail by or through special assessurnts levied on
propert that trill benefit from tie nt}protenlents:
LJ A public project. already m progress. auth ortzed by the testers of the
ninncipahty_ far -,[inch there is a deficiency of finds for completing tlr project In
accordance wdi the plans arxh ptuposes auth orurd by the -voters:
LJ A payuent anther a coi Tact by vtitich a developer participates is the construction of a
public m prot-enrntt as prodded by Subchapter C, Chapter 212-.
LJ Personal property sold
• at an auction by a state licensed
• at a 2onig out of business kale held m cort} trice -umh Subchapter F.
Chapter 17. Busmess & Conairrce Code:
• by a political subdivision of this, state. a state agency of this state. or an
enum• of the federal Lyotenmrnt: or
• tnuher an niterlocal contract for cooperate e pttrcbasmg adnrmistered by a
regional pl.vnting commission established antler Chapter 391:
Page 2 of 6
Vendor Services Agreement Page 16 of 18
❑ Senices r:.by blind or seVereh� disabled persons:
❑ Goods purchased by a municipality for subsegtnent retail sale by the niuvcgPalitv..
LL Electric itv, or
LL A.&rnisuig- other than leggtl notices.
Please pro-ide details and fiicts to eVbni x Ity you beliel-e the :..:_.� .._.. applies to the
purcliase. You nia-v also attach documentation to this form [As part of the accreditation
requirements for our mobile lab, we must have a technical consultant available to provide test
performance validations, monthly qualityassurance, routine oversight, and advisement as needed C&C
Laboratory Consulting is responsible forthese activities. EMS -based mobile labs are a very niche
specialty, and C&C Laboratory Consulting specializes in this area, offeringthe same services to many
otheragencies acrossthe state. Additionally, pre -hospital blood storage, transport, and administration
fall underourlab accreditation. C&C LaboratoryConsultinghas unmatched experience in implementing
pre -hospital blood programs and is considered the subject matter expert in this field. Monthh7
oyersight/consulting Fee: We also pay a monthly fee to a consultant forquestions and guidance on
running a moderate complexity lab. They also supportourCLIA waiverforglucometers and has
reviewed the blood infusion projectthatOMD.
Section 3: Claimed Sole-Sow-ce Ezenxition and Justification
NOTE: For sill non-sole-sotnre exemption requests, complete Section 2.
Please indicate the sole -source :...�_! .,. you belie-,-e applies to the purchase and provide
itfornntion to support its applicability. Please refer to the Lv�..= C.. Prin><r (startiig on page i)
for detailed about connvon :..:.. Y.
❑ itenis that are axaihable from only- one source became of patents. copyrights, secret
processes, or natural monopolies:
❑ films. manuscripts. or books:
❑ gas, water, and otdwr turlity Will .ces;
❑ captwe replacement parts orc.:..r,_;...1:: for
❑ books. papers_ and other hbrary nnterials for a public library that are a,,ailable onh_ from
file persons holdzlg e-whrsn-e distrtbtution ridts to the n>itteri<ak: and
❑ r._� �,�... seniees prodded by a nor4nrofit orgganizrition to a muncipal narsetim pule.
zoo, or other i icility to wiwh the orgu>zition has prodded significant faiancial or other
benefits:
How did you detemrive that the item or senice is onl • a%ail<able from one sotiree'
Click or tap here to entertext.
Attach and pro -ode art eV. 1- t<ation of any atdependenr research you condticted.
d roudi Internet searches. searclnig , :....:es. or discussions with others know-ledaeable on
the sub -sect ruatter that that the irern is mailable onh, from a single sotyce.
Page 3 of 6
Vendor Services Agreement Page 17 of 18
Click or tap hereto entertext.
Did you attach a sole source justification letter? ❑ Yes ❑ No
Describe the iniquewss of tlr item or service (e.g compatbbilty or patent issues, etc.). Click or
tap hereto entertext.
Section 4: Attorney- Deternmmation
With the facts provided by the departn nt, is the use of the cl mrd exeuption deknsrble if the
City were to be cballeuged on this purchase? ®Yes ❑No.
Was there an thing attached to this %rm that was relied on in making flits detemtoation?
❑Yes ®No.
If yes, please explain:Click or tap hereto enter text.
Was Sucre aayd ing not roehded an tis $rut or attached hereto that was relied on in making this
d:I�;.�� .�,.'619 ❑Yes ®No.
If yes, please cWhin-Click or tap hereto enter text.
Appi oved By:
Date: 211725
Andrea Pbtllips / Jessica Wil arcs
Assistant City Attorney
Page 4 of 6
Vendor Services Agreement Page 18 of 18