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HomeMy WebLinkAboutC2024-090 - 5/21/2024 - Approved PROFESSIONAL SERVICE AGREEMENT NO. 5553 Spay and Neuter Services THIS Spay and Neuter Service Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and The Cattery, Inc., (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has agreed to provide professional veterinary medicine services for the spaying and neutering of cats and dogs for the City of Corpus Christi. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide veterinary services to spay and neuter cats and dogs (“Services”) in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 2. Term. This Agreement is for one year. The parties may mutually extend the term of this Agreement for up to two- additional one-year periods \[“Option Period(s)”\], provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. 3. Compensation and Payment. This Agreement is for an amount not to exceed $100,000.00, with the total amount being subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City’s discretion, be allocated for use in the next option period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P. O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Professional Service Agreement – Veterinary Services Page 1 of 7 Agreement, including deductions for non-performance and authorizations for payment. The City’s Contract Administrator for this Agreement is as follows: Name: Dave Parrot Department: Animal Care Services Division Phone: 361-826-4602 Email: davep@cctexas.com 5. Insurance; Bonds; License. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance (“COI”), as proof of the required insurance coverages, to the City’s Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond’s terms, conditions, and amounts were fully set out here in its entirety. (C) Prior to beginning work, Contractor must provide evidence of any valid professional license necessary for the performance of the work under this Agreement. 6. Standard of Care. Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated professionals performing the same or similar Services under an identical professional license. 7. Non-Appropriation. The continuation of this Agreement after the close of any th fiscal year of the City, which fiscal year ends on September 30 annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City’s City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. Professional Service Agreement – Veterinary Services Page 2 of 7 8. Independent Contractor; Release. (A) In performing this Agreement, both the City and Contractor shall act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. Contractor shall perform all professional services as an independent contractor and shall furnish such Services in his/her own manner and method, and under no circumstance or condition shall an employee, agent, or representative of either party be considered or construed to be an employee, agent, or representative of the other party. (B) As an independent contractor, no workers' compensation insurance shall be obtained by the City covering the Contractor and employees of the Contractor, if any. The Contractor shall comply with any and all workers' compensation laws pertaining to the Contractor and employees of the Contractor. 9. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 10. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of each party. 11. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 12. Taxes. The Contractor covenants to pay all payroll, Medicare, FICA, unemployment and all other applicable taxes and to withhold any federal withholding required by law, all of the foregoing as may be related to the Services performed. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of a written request. 13. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: Professional Service Agreement – Veterinary Services Page 3 of 7 IF TO CITY: City of Corpus Christi Attn: Dave Parrot 2626 Holly Road Corpus Christi, Texas 78415 IF TO CONTRACTOR: The Cattery, Inc. Attn: Samantha Person 1237 Saratoga Blvd. Corpus Christi, Texas 78417 14. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS (“INDEMNITEES”) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS’ FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 15. Termination. (A) The City Manager may terminate this Agreement for Contractor’s failure to perform the work specified in this Agreement or to keep any required insurance policies in force during any period of the term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure Professional Service Agreement – Veterinary Services Page 4 of 7 period stated, the City Manager may immediately thereafter terminate this Agreement without the necessity of further notice. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 16. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 17. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 18. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding all attachments and exhibits); B. its attachments; then, C. its exhibits, if any. 19. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 “Certificate of Interested Parties” as part of this Agreement if required by State law. 20. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 21. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties Professional Service Agreement – Veterinary Services Page 5 of 7 (SIGNATURE PAGE FOLLOWS) Professional Service Agreement – Veterinary Services Page 6 of 7 CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI ________________________________________________ Josh Chronley Assistant Director, Finance - Procurement Date: _________________________ APPROVED AS TO LEGAL FORM: ______________________________________________________ Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Insurance and Bond Requirements Professional Service Agreement – Veterinary Services Page 7 of 7 ATTACHMENT A: SCOPE OF WORK 1.General Requirements Contractor shall be responsible for providing veterinary spay-neuter services for large and small size cats and dogs to include but not limited to: evaluating animals to determine suitability for sterilization procedure, performance of surgical procedure, and post- operative care including any necessary cones, medications, and antibiotics, as well as any additional follow-up care due to surgical complications. These services will all be included in the reimbursement cost per surgery. 2.Scope of Work Contractor shall additionally assist Animal Care Services with the “General Requirements” under 4.1 upon request. Animal Care Services will provide transportation of animals to contractor’s facility. Contractor shall provide the rabies vaccine, and DHPP/FVRCP vaccine to unvaccinated animals receiving a spay/neuter surgery. The City's Animal Care Services department will provide registered microchips to the Contractor for un-microchipped animals. Contractor shall be able to provide humane housing and proper care of all animals to include, but not limited to: food, water, shelter, and appropriate veterinary care for as long as such animals remain under Contractor care and control. Humane housing includes shelter from sun, wind, extreme temperatures, and rain. In addition, animals must not be commingled or overcrowded unless it is appropriate to do so. Contractor must maintain a 99% success rate with less than a 0.05% complication rate. Surgeries are to be performed for pets owned by citizens who reside within the City Limits. Contractor is responsible for verifying eligibility for surgery. Contractor will be allowed flexibility to schedule surgeries based on financial need. Surgeries must be performed in a manner consistent with or that exceeds the prevailing standard for veterinary care in the state of Texas. Contractor shall provide all trained staff, surgical facilities and related equipment, surgical packs, necessary consumable supplies, and maintain accurate medical records. In addition, Contractor shall provide supporting documentation on a monthly basis, verifying services/surgeries performed. The City shall provide payment for veterinary spay-neuter services upon completion. Contractor shall invoice monthly for the previous month’s services. Page 1 of 2 Contractor should allow up to thirty (30) days for payment from the date of invoice is received. All pre- and post-surgical supplies (such as cones and medications) should be included in the service and reimbursement costs. The Contractor will receive the following reimbursement and shall not exceed the rate amount per service below: SERVICE TYPE RATE Male Cat $35 per surgery Female Cat $50 per surgery Male Dog (<40 lbs.) $65 per surgery Male Dog (>40 lbs.) $100 per surgery Female Dog (<40 lbs.) $76 per surgery Female Dogs (>40 lbs.) $110 per surgery Vaccines (Rabies and DHPP/FVRCP) $8 per vaccine 3.Special Instructions Contractor must provide and maintain a current state of Texas licensed Veterinarian(s) available to perform the surgeries. Page 2 of 2 ATTACHMENT B: INSURANCE REQUIREMENTS I.CONTRACTOR’S LIABILITY INSURANCE A.Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B.Contractor must furnish to the City’s Risk Manager and Contract Administer a copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) $2,000,000 Aggregate (Defense costs not included in face value of the policy) If claims made policy, retro date must be at or prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. C.In the event of accidents of any kind related to this contract, Contractor shall furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II.ADDITIONAL REQUIREMENTS A.Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of at least A- with a Financial Size Category of Class VII or higher. B.Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 C.Certificate of insurance shall specify that at least 30 calendar days advance written notice will be provided to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. D.Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. E.In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. F.Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor’s performance of the work covered under this contract. G.Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. H.The insurance required is in addition to and separate from any other obligation contained in this contract. 2023 Insurance Requirements Ins. Req. Exhibit 3-H Professional Services - Other Professional Services 01/01/2023 Risk Management – Legal Dept.