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HomeMy WebLinkAboutContract 46395 orm 5ECRETARIf PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and HULEN HILLS ANIMAL HOSPITAL ("Contractor"), a Texas Corporation and acting by and through Kristen Thomason, its duly authorized Director of Corporate Development, each individually referred to as a"party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—Scope of Services 3. Exhibit B—Payment Schedule Exhibits A and B attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Contractor hereby agrees to provide the City with professional services for the purpose of Veterinary Services. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit"A," Scope of Services,more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon December 15, 2014 ("Effective Date") and shall expire December 14, 2015, unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial Term, this Agreement shall be renewable at the option of the City for three (3) additional terms of one year each. The City shall provide Contractor with written notice of its intent to renew at least thirty(30)days prior to the end of each term. 3. COMPENSATION. The City shall pay Contractor an amount not to exceed$12,999.00 in accordance with the provisions M of this Agreement and the Payment Schedule attached as Exhibit"B,"which is incorporated for all purposes M herein. Contractor shall not perform any additional services for the City not specified by this Agreement C unless the City requests and approves in writing the additional costs for such services. The City shall not be M liable for any additional expenses of Contractor not specified by this Agreement unless the City first a approves such expenses in writing. M c, There is no guarantee expressed or implied as to the minimum quantity of work that the City is obligated to provide or the minimum compensation to be paid under this Agreement. This Agreement is not intended to establish an exclusive provider relationship and the City retains the right to retain the services of other providers of veterinary services. OFFICIAL RECORD Professional Services Agreement—City of Fort Worth and Hulen Hills Animal Hospital CITY SECRETARY FT.MCRTH9 7X Payments for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by the City of Contractor's invoice for payment of same. In the event of a disputed or contested billing, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. No interest will accrue on any contested portion of the billing until mutually resolved. City will exercise reasonableness in contesting any billing or portion thereof. a. Total Compensation. Total compensation under this Agreement shall not exceed Twelve Thousand Nine Hundred Ninety Nine Dollars and No Cents ($12,999.00) for all Services performed under this Agreement. This Agreement may be renewed annually for up to three additional one-year terms. b. Invoices. Contractor shall provide monthly invoices to the City. The invoices shall contain a detailed breakdown to include: type of service performed, including employee name,title,date, and hours of work performed. 4. TERMINATION. 4.1. Written Notice. The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. Contractor, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. Professional Services Agreement—City of Fort Worth and Hulen Hills Animal Hospital 2 6. RIGHT TO AUDIT. Contractor agrees that the City shall, until the expiration of three (3)years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Contract at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall 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, contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONTRACTOR COVENANTS AND AGREES TO,AND DOES HEREBY,INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. Professional Services Agreement—City of Fort Worth and Hulen Hills Animal Hospital 3 9. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Contractor, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned,hired and non-owned (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308—1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Professional Liability(Errors&Omissions) Professional Services Agreement—City of Fort Worth and Hulen Hills Animal Hospital 4 $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 shall 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 shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. All policies except Workers' Compensation shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty(30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(10) days' notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Contractor's insurance policies.Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 11. PROFESSIONAL COMPETENCE AND COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. Contractor and staff shall maintain all required licenses and certifications to perform the services Rendered under this contract. Contractor also certifies that if it uses any employees, subcontractors, or other agents in the performance of the contract, that such person shall have and maintain all of the current, valid, and appropriate federal, state, and local licenses and permits necessary for the provision of services under this contract. All of the work under this contract shall be performed in accordance with the applicable professional standard of care. Acceptance of work, payments, or approvals issued by the City or another entity shall not constitute or be deemed to be a release of the responsibility and liability of the Contractor, its officers, agents, employees, contractors and subcontractors for the accuracy of its services performed hereunder. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations Professional Services Agreement—City of Fort Worth and Hulen Hills Animal Hospital 5 hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To The CITY: To CONTRACTOR: City of Fort Worth Hulen Hills Animal Hospital Attn: Assistant City Manager Kristen Thomason 1000 Throckmorton Street 3201 Hulen Street Fort Worth TX 76102-6311 Fort Worth,TX 76107 Facsimile: (817) 392-8654 14. SOLICITATION OF EMPLOYEES. Neither the City nor Contractor shall, 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. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement,the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement,venue for such action shall 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 shall not in any way be affected or impaired. Professional Services Agreement—City of Fort Worth and Hulen Hills Animal Hospital 6 19. FORCE MAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), 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, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part 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 shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. No modification of this Contract shall be binding on the Contractor or the City unless set out in writing and duly executed by both parties. Any changes to the scope of work or compensation must be in the form of a written, formal, authorized modification of this contract that is in accordance with all applicable state and city laws,regulations, and ordinances. In no event shall any verbal authorization changing the scope of work or verbal agreements for additional compensation be binding upon the City. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A and B attached hereto, contains all of the covenants, statements, representations and promises agreed to by the parties. To the extent of any conflict, this Agreement supersedes the terms, conditions, and representations set forth in the City's Request for Proposals, Contractor's Proposal and revised cost. No agent of either party has authority to make, and the parties shall not be bound by, nor liable for, any covenant, statement, representation or promise not set forth herein. The parties may amend this Agreement only by a written amendment executed by both parties. 24. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. Professional Services Agreement—City of Fort Worth and Hulen Hills Animal Hospital 7 IN ffITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this �5�day of ,2015. CITY OF FORT WORTH HULEN HILLS ANIMAL HOSPITAL By By: Assistant City Manager sten Thomason Director of Corporate Development Date: /• .30Date �- WITN ATTES : By: By: City te#Keta U V ,Z APPROVED AS TO FORM AND LEGALITY: iFt �oaa Assistant City Attorney ®0 % �� �� a o V!dw4A�' o� $G 00 Alou 00000 NO M&CREEEI IRED OFFICIAL RECORD CITY SECRETARY n WORTH,TX Professional Services Agreement—City of Fort Worth and Hulen Hills Animal Hospital 8 EXHIBIT A SCOPE OF SERVICES The Contractor will be the primary care facility for the Fort Worth Police K9 Unit. The Contractor will be responsible for the following: 1. Initial wellness exams for newly purchased canines to include hip X-rays to ensure the canine is capable to the tasks required. The initial wellness exam includes a comprehensive physical exam, annual and bi-annual vaccines, dentistry, annual diagnostic testing to screen for early illness and or disease, bi-annual fecal exams, bi-annual deworming, spay/neuter surgery, declawing, and heartworm protection... 2. Annual wellness exams of all assigned dogs including vaccinations and medication. 3. Treatment of minor injuries or illness, and continued monitoring of each dog's health. 4. Routine teeth cleaning. 5. Handle major trauma care and surgery,to include injuries from auto accidents, stabbings, gunshot wounds, etc. 6. Provide emergency veterinary treatment at a veterinarian hospital for animals as required by the Police Department, 24 hours per day, seven days per week,to any injured police service dog. 7. Provide kennel space and care to assigned dogs during the handler's absence. 8. Provide newly-assigned K9 handlers training in emergency dog care and allow the handlers to observe in the clinic for one to two weeks at no cost to the City. 9. Conform to all surgical standards as dictated by the Texas Veterinary Medical Practice Act. Professional Services Agreement—City of Fort Worth and Hulen Hills Animal Hospital 8 EXHIBIT B PAYMENT SCHEDULE Service Type Unit Fee (x number of services) Annual Total Initial Wellness Exam Each $364.04 x 11 $4,004.44 Bi-Annual Wellness Each $108.71 x 11 $1,195.81 Kennel Services Daily $35.00 x 18 $630.00 Major Trauma Estimated $3,584.00 x 2 $7,168.00 Total $12,998.25 1. Annual Wellness Appointment(required once per year): • Wellness Exam (12-point Physical Exam) • Vaccines (Rabies, Distemper/Parvo/Lepto, Bordetella) • Fecal Test • Heartworm Test • De-wormer • Bloodwork • Urinalysis 2. Bi-Annual Wellness Appointment(required every 6 months): • Wellness Exam (12-point Physical Exam) • Vaccines (Bordetella) • Fecal Test • De-wormer Professional Services Agreement—City of Fort Worth and Hulen Hills Animal Hospital 9