2008-315ORDINANCE NO. aOO~- ~~,~
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH THE FIRM OF PONDER VETERINARY HOSPITAL TO
PROVIDE STERILIZATION AND RABIES VACCINATION SERVICES FOR THE CITY OF
DENTON ANIMAL SERVICES CENTER; AUTHORIZING THE COLLECTION OF FUNDS
THEREFOR AS REFLECTED IN THE FEE ORDINANCE; AND PROVIDING AN EFFECTNE
DATE.
WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance
is being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; and
WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager is hereby authorized to enter into a professional service
contract with Ponder Veterinary Hospital, to provide vaccination, sterilization and related services
for the City of Denton Animal Services Program, a copy of which is attached hereto and incorporated
by reference herein.
SECTION 2. The City Manager is authorized to expend funds as required by the attached
contract.
SECTION 3. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ~ ~ day of ~~ , 2008.
~~~
MARK A. BURROUGHS, AYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
~, ~~°~~
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
4-0RD- 4156
THE STATE OF TEXAS §
Consultin Services Contract
COUNTY OF DENTON " §
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THIS CONTRACT is entered into on this 1 s 9, by and between the
CITY OF DENTON, TEXAS, a municipal corporation located in Denton County, Texas
(hereinafter referred to as "CITY"), acting by and through its City Manager or his designee, and
Ponder Veterinary Hospital (hereinafter referred to as "CONSULTANT").
WITNESSETH:
WHEREAS, CITY desires to obtain professional consulting services in connection with
the implementation and maintenance of an on-site spay and neuter and rabies vaccination
program for dogs and cats (hereinafter referred to as "Services"); and
- WHEREAS, CONSULTANT is qualified to provide such Services and is willing to
undertake such Services for CITY in exchange for fees hereinafter specified; NOW,
THEREFORE,
THAT IN CONSIDERATION of the covenants and agreements hereinafter contained
and subject to the"terms and conditions hereinafter stated, the parties hereto do mutually agree as
follows:
I.
Employment of Consultant
CONSULTANT will perform as an independent contractor all Services under this
Contract to the prevailing professional standards consistent with the level of care and skill
ordinarily exercised by members of its profession, both public and private, currently practicing in
the same locality under similar conditions, including reasonable, informed judgments and
prompt, timely action. If CONSULTANT is representing that it has special expertise in one or
more areas to be utilized in this Contract, then CONSULTANT agrees to perform those special
expertise services to the appropriate local, regional or national professional standards.
II.
Scope of Services
The scope of services shall also be performed in accordance with the CONSULTANT's
proposal which is on file in the office of the Purchasing Agent and incorporated herein as if
written word for word. In case of conflict in the language this Contract shall govern and
control. Deviations from the scope of services or other provisions of this contract may only
be made by written agreement signed by all parties to this Contract.
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Deliverables: The Consultant is responsible to provide their own computer equipment, and
medical supplies, for on-site work. It is the Consultant's responsibility to alert the City's
representative, in writing, of any item that has been left out of the RFP prior to awarding the
Contract.
CONSULTANT shall set his own hours of work and will decide the methods of
performing the work. He shall not be instructed by CITY as to how he will perform his services.
No training will be provided by CITY for such consulting services.
CITY agrees that CONSULTANT shall not be required to work full time for CITY under
this agreement. CONSULTANT is free to work for other cities or corporations during the time
of this agreement. He may also advertise his services to the public, at his discretion.
CONSULTANT shall not undertake any work under this Contract unless given prior
authorization to proceed. For each task or project requested by CITY, CITY shall provide the
nature and scope of the task or project. ~~NS>}1LT~?41T shall then complete the task or project
in a prompt and timely manner. The services provided are to conform in every respect to this
Contract and the proposal attached to this contract as Attachment 1, (hereinafter referred to as
"Proposal"), said document being made a part hereof for all purposes as though written word for
word herein; provided, however, that in case of conflict in the language of this contract and the
Proposal, the terms and conditions of this contract shall be fmal and binding on both parties
hereto.
III.
Compensation
CITY agrees to pay CONSULTANT for Services performed under this Contract an
amount not to exceed as further described below per animal:
Dog Full Adoption Package $136.00 includes procedures listed below:
• Sterilization spay for females and neuter for males for animals over 1 '/z pounds
• Hospitalization for one night
• Vaccinations for rabies and Bordetella, and DHLPP
• De-Worming for hooks and round worms
• Testing for heartworms
• 1St dose of heartworm preventative
• Flea and tick prevention
• Presurgical pain medicine
• Two week check up and suture removal
• Micro chipping including registration
Cat Full Adoption Package $136 includes procedures listed below:
• Sterilization spay for females and neuter for males for animals over 1 1/2 pounds
• Hospitalization for one night
• Vaccinations for rabies, FVCRPP and~~ids
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• De-Worming for hooks and round worms
• 15` dose of heartworm preventive
• Flea and tick prevention
• Treatment for ear mites
• Two week check up and suture removal
• Micro chipping including registration
payable within thirty days (30) of the receipt of invoices detailing the services rendered to
date. Any sums due hereunder which are not paid when due shall bear interest.
CONSULTANT shall bear all expenses associated with his services, and shall have an
opportunity for profit or loss, depending upon his expenses. If CONSULTANT needs any
assistants to help him deliver his services, he shall hire them and be responsible for their
compensation. In addition, he shall furnish his own supplies and tools. Deviations from the
requirement to provide his own tools and supplies may only be made by written agreement
signed by all parties to this Contract.
CITY shall not be required to pay any amount in excess of the original proposed amount
unless CITY shall have approved in writing in advance (prior to the performance of additional
work) the payment of additional amounts. If at any time it becomes evident that the cost
estimates provided to CITY will not be sufficient to complete the authorized work,
CONSULTANT will immediately notify CITY in writing of said fact.
CONSULTANT is an independent contractor; and, therefore, CITY shall not be providing
CONSULTANT~workers' compensation coverage, vacation time or sick leave. CITY will not be
withdrawing from CONSULTANT's compensation withholding taxes, social security taxes,
unemployment insurance contributions and payroll taxes. CONSULTANT agrees to make any
reports required by State or Federal law of self-employed persons to be made for compliance
with the above-referenced programs and tax agencies.
IV.
Term
This Contract shall begin on the date first written above and shall terminate in accordance
with CONSULTANT'S proposal which provides for a one year period with the option to extend
for two additional twelve month periods...
V.
Termination
CITY or CONSULTANT may terminate this Contract upon thirty (30) days written notice to the
other party. Upon receipt of termination notice, CONSULTANT shall stop all work in progress,
including subcontracts. CITY shall pay CONSULTANT for all work performed in accordance
with the provisions of-this Contract prior to the date of termination only. CONSULTANT shall
invoice CITY for all work performed within thirty (30) days of termination notice. CITY shall
not be responsible for payment of any invoices received after the expiration of thirty (30) days
from notice of termination. CITY shall not be responsible for payment of any "termination
expenses". Upon expiration or termination of this Contract, CONSULTANT shall promptly
return to CITY all related material and any other material that is owned by CITY. Expiration or
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termination of this Contract shall not relieve CONSULTANT of its obligations under this
Contract regarding proprietary or confidential information.
VI.
Ownership of Documents
Any materials and documents prepared or assembled by CONSULTANT under this
Contract shall become the sole property of CITY and shall be delivered to CITY, without
restriction on future use. This agreement shall not preclude the CONSULTANT developing for
itself, or for others, materials which are competitive with those produced as a result of the
Services provided hereunder.
VII.
Ri>?ht to Inspect Records
CONSULTANT agrees that CITY shall have access to and the right to examine any
directly pertinent books, documents, papers and records of CONSULTANT involving
transactions relating to this Contract.
VIII.
Indemnity
CONSULTANT shall and does hereby agree to indemnify and hold harmless CITY,
its officers, agents and employees from any and all damages, loss or liability of any kind,
whatsoever, by reason of death or injury to property or third persons which may arise by
the negligent act, error or omission of CONSULTANT, its officers, agents, employees,
invitees or other persons for whom it is legally liable, with regard to the performance of
this Contract, and CONSULTANT will, at its cost and expense, defend, pay on behalf of
and protect CITY and its officers, agents and employees against any and all such claims
and demands.
IX.
Independent Contractor
CONSULTANT'S status shall be that of an Independent Contractor and not an agent,
servant, employee or representative of CITY in the performance of this Contract. No term or
provision of or act of CONSULTANT or CITY under this Contract shall be construed as
changing that status. CONSULTANT will have exclusive control of and the exclusive right to
control the details of the work performed hereunder, and shall be liable for the acts and
omissions of its officers, agents, employees, Contractors, subcontractors, and consultants, and
that the doctrine of respondeat superior shall not apply between CITY and CONSULTANT, its
officers, agents, employees, Contractors, subcontractors and consultants, and nothing herein shall
be construed as creating a partnership or joint enterprise between CITY and CONSULTANT.
X.
Insurance
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The term CONTRACTOR, as used herein, refers to CONTRACTOR, its agents,
subcontractors, employees or one authorized to act on behalf of CONTRACTOR. A certificate
of insurance shall be filed with CITY naming the CITY OF DENTON, TEXAS, as an additional
insured with regard to this con-tract, and evidencing insurance coverage of limits not less than
the following:
1. Workers' compensation as required by Texas law, with the policy endorsed to
provide a waiver of subrogation as to CITY; Employer's liability insurance of not less than
$100,000 for each accident, $100,000 disease- each employee and $500,000 disease -policy
limit
2. COMMERCIAL COMPREHENSIVE GENERAL LIABILITY INSURANCE:
CONTRACTOR shall obtain, pay for and maintain at all times during the prosecution of the
work under this Contract commercial comprehensive general liability insurance. Limits of
liability shall be $500,000 per occurrence
It is agreed by all parties to this Contract that the insurance required under this Contract shall:
(a) be written with the City of Denton as an additional insured on all policies or coverages except
Workers' Compensation and Employer's Liability Insurance
(b) provide for thirty (30) days notice of cancellation to CITY, for nonpayment of premium,
material change or any other cause;
(c) be written through companies duly authorized to transact that class of insurance in the State
of Texas;
(d) waive subrogation rights for loss or damage so that insurers have no right to recovery or
subrogation against CITY, it being the intention that the required insurance policies shall protect
all parties to the Contract and be primary coverage for all losses covered by the policies; and
(e) provide a Certificate of Insurance evidencing the required coverages to:
Tom D. Shaw, Purchasing Agent
City of Denton
901-B Texas Street
Denton, Texas 76209
CITY reserves the right to review the insurance requirements of this section during the effective
period of the Contract and to adjust insurance coverages and their limits when deemed necessary
by CITY's Risk Manager based upon changes in statutory law, court decisions or the claims
history. of the industry as well
as CONSULTANT.
Approval, disapproval or failure to act by CITY regarding any insurance supplied by
CONSULTANT shall not relieve CONSULTANT of full responsibility or liability for damages
and accidents as set forth in the Contract. Neither shall the insolvency or denial of liability by
the insurance company exonerate CONSULTANT from liability.
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XI.
Default
If at any time during the term of this Contract, CONSULTANT or CITY shall fail to
commence the work in accordance with the provisions of this Contract or fail to diligently
provide Services in an efficient, timely and careful manner and in strict accordance with the
provisions of this Contract or fail to use an adequate number or quality of personnel to complete
the work or fail to perform any of its obligations under this Contract, then the other party shall
have the right, if the defaulting party shall not cure any such default after thirty (30) days written
notice thereof, to terminate this Contract. Any such act by CITY shall not be deemed a waiver of
any other right or remedy of CITY. If after exercising any such remedy due to CONSULTANT'S
nonperformance under this Contract, the cost to CITY of the performance of the balance of the
work is in excess of that part of the Contract sum which has not theretofore .been paid to
CONSULTANT hereunder, CONSULTANT shall be liable for and shall reimburse CITY for
such excess.
XII.
Confidential Information
CONSULTANT hereby acknowledges and agrees that its representatives may have access to or
otherwise receive information during the furtherance of its obligations in accordance with this
Contract, which is of a confidential, non-public or proprietary nature. CONSULTANT shall
treat any such information received in full confidence and will not disclose or appropriate for its
own use or the use of any third party, at any time during or subsequent to this Contract; such
Confidential Information. As used herein, "Confidential Information" means all oral and written
information concerning City of Denton, its affiliates and subsidiaries, and all oral and written
information concerning the CITY or its activities, which is of anon-public, proprietary or
confidential nature, including without limitation, information pertaining to customer lists,
services, methods, processes and operating procedures, together with all analyses, compilation,
studies or other documents, whether prepared by CONSULTANT or others, which contain or
otherwise reflect such information. The term Confidential Information shall not include such
materials which are or become generally available to the public other than as a result of
disclosure of CONSULTANT, or are required to be disclosed by a governmental authority.
XIII.
Successors and Assigns
CITY and CONSULTANT each binds himself and his successors, executors,
administrators and assigns to the other party of this Contract and to the successor, executors,
administrators and assigns of such other party in respect to all covenants of this Contract.
Neither CITY nor CONSULTANT shall assign or transfer its interest herein without the prior
written consent of the other.
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XIV.
Applicable Law
This Contract is entered into subject to the Charter and ordinances of CITY as they may
be amended from time to time, and is subject to and is to be construed, governed and enforced
under all applicable State of Texas and Federal laws. CONSULTANT will make any and all
reports •required per Federal, State or local law including, but not limited to, proper reporting to
the Internal Revenue Service, as required in accordance with CONSULTANT's income. Situs of
this Contract is agreed to be Denton County, Texas, for all purposes including performance and
execution.
XV.
Severability
If any of the terms, provisions, covenants, conditions or any other part of this Contract
are held for any reason to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants, conditions or any other part of this Contract shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
XVI.
Remedies
No right or remedy granted herein or reserved to the parties is exclusive of any other right
or remedy herein by law or equity provided or permitted, but each shall be cumulative of every
other right or remedy given hereunder. No covenant or condition of this Contract may be waived
without consent of the parties. Forbearance or indulgence by either party shall not constitute a
waiver of any covenant or condition to be performed pursuant to this Contract.
XVII.
Entire Agreement
This Contract embodies the complete agreement of the parties hereto, superseding all oral
or written previous and contemporaneous agreements between the parties relating to matters
herein, and except as otherwise provided herein, cannot be modified without written agreement
of the parties.
XVIII.
Non-Waiver
It is further agreed that one (1) or more instances of forbearance by CITY in the exercise
of its rights herein~shall in no way constitute a waiver thereof.
XIX.
Headings
The headings of this Contract are for the convenience of reference only and shall not
affect in any manner any of the terms and conditions hereof.
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XXI.
Venue
The parties to this Contract agree and covenant that this Contract will be enforceable in
Denton, Texas; and that if legal action is necessary to enforce this Contract, exclusive venue will
lie in Denton County, Texas.
XXII.
Equal Employment Opportunity
CONSULTANT shall not discriminate against any employee or applicant for
employment because of race, age, color, religion, sex, ancestry, national origin, place of birth or
disability. CONSULTANT shall take affirmative action to ensure that applicants are employed,
and that employees are treated during their employment without regard to their race, age, color,
religion, sex, ancestry, national origin, place of birth or disability. This action shall include, but
not be limited to the following: employment, upgrading, demotion or transfer, recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection of training, including apprenticeship.
XXIII
Warranties
Professional Standards. Consultant warrants that:
all Services shall be performed in accordance with applicable professional standards; and
Consultant's provision of Services shall comply in all material respects with the description of
Services that appear herein (including performance capabilities, characteristics, standards and
functions).
IN WITNESS WHEREOF, the parties have hereunto set their hands by their
representatives duly authorized on the day and year first written above.
CITY OF DENTON ~"
G
BY:
GEOR E .CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
PONDER VETERINARY HOSPITAL
CONSULTANT
B ~ ~.
Printed name ~ ~ ~ ' ~ L . ~' ~Sp/.~ ~ V "'~
Title:
File 4156 Animal Services Contract 12/08