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HomeMy WebLinkAboutContracts & Agreements_105-2018A RFF,MENT TO PE FO VIET 1 VlrES AND SPAYANDIiVICFS This agreement for the provision veterinary services, medical supplies and spay and neutering services ("Agreement") is made and entered in this 19th day of lune, 2018, with an effective date of July 1, 2018 ("Effective Date'l, by and between the City of Redlands, a municipal corporation ("City") and Highland Village Pet Hospital ("Contractor") City and Contractor are sometimes individually referred to Herein as a "Party' and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Contractor agree as follows: ARI1CLE-1 -- EN GEMENT OF CONTRACTOR I I City hereby engages Contractor to provide veterinary services and medical supplies for City's Animal Shelter along with ail spay and neutering services (the "Services') 12 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional Contractors in the industry providing like and similar types of Services. ARTICLE 2 — SERVICES OF CONTRACTOR 2.1 The specific Services that Contractor shall perform are to provide veterinary services, medical supplies, and spay/neutering, on an as needed and requested basis by City and as more particularly described m Exhibit "A," which is attached hereto and incorporated herein by reference. 22 Contractor shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement ARTICLE 3 - RESPONSIBILITIES OF CITY 3.1 City designates City's Police Department's Operations Manager, Shayna Walker, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services. ARTICLE 4 - PERFORMANCE OF SERVICES 4.1 The term of this Agreement shall be for three (3) years, commencing upon the Effective Date of this Agreement (the "Initial Term"). The City shall have the option to extend the Initial Term of this Agreement by two (2) one-year additional terms (each, an "Extended Term"), on the same terms and conditions, by providing written notice to Contractor at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term The Initial Terni and the Extended Terms are hereby collectively, referred to herein as the "Term" of this Agreement 4- Ltaldjrn"grmmcntsiHighlarai_VeiLtitiary Seniees Agr"=n] 30is.doc ARTICLE 5 — PAYMENTS TO CONTRACTOR 5 1 The annual compensation for Contractor's performance of the Services shall not exceed the amount of One Hundred Thirty Five Thousand Dollars ($135,000) for each twelve month period after the Effective Date of this Agreement (each a City fiscal year) . Total compensation shall not exceed the amount of Six Hundred Seventy Five Thousand ($675,000) for the Term of this Agreement City shall pay Contractor on a time and materials basis up to the not to exceed amount, based upon the rates shown in Exhibit "A. 52 Contractor shall submit monthly invoices to City describing the Services performed during the preceding month Contractor's invoices shall include a brief deunpttort of the Services performed and the dates the Services were performed City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor's invoice. 53 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section city Operations Manager Shayna Walker City of Redlands 35 Caron Street, Suite ISA P.O. Box 3005 (mailing) Redlands, CA 92373 Contractor Highland Village Pet Hospital 7257 Boulder Ave Highland, CA 926346 ARTICLE 6 -- INSURANCE AND. INDEMNIFICATION 6.1 The following insurance coverage required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services, Contractor shall not perform any Services unless and until the required insurance listed below is obtained by Contractor Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Contractor is self-insured or exempt from the workers' compensation laws of the State of California Contractor shall execute and provide City with Exhibit "B" entitled "Workers' Compensation Insurance Certification," which is attached hereto -2- i-A6-2WImlAV"mentsHghland-Vesenn;iry Services Agreement 2018 ac and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability insurance with earners acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,0 aggregate, for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C. Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Contractor owned vehicles used in connection with Contractor's provision of the Services, Hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 6.2 Contractor shall defend, indemnify and hold harmless City, and its elected officials, employees and agents, from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by and negligent act, omission or failure to act by Contractor, or its officers, employees and agents in performing the Services. ARTICLE 7 — CONFLICTS OF INTEREST 7 1 Contractor covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Contractor's Services Contractor further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 72 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor A Does not make or participate in. (t) the making or any City governmental decisions regarding approval of a rate, rule or regulation, or the adoption or enforcement of laws, (ti) the issuance, denial, suspension or revocation of City permits, licenses applications, certifications, approvals, orders or similar authorization or entitlements, (iii) authorizing City to enter into, modify or renew a contract, (tv) granting City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract, (v) granting City approval to a plan, design, report, study or similar item, -3- 1;1ea1djmXAgreemenuUitighland_Veicrinary Services Agrcemnl 2DIS.doc (vi) adopting, or granting City approval of, policies, standards or guidelines for City or for any subdivision thereof. B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of interest Code under Government Code section 87302 73 In the event City determines that Contractor must disclose its financial interests, Contractor shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk AR ICLE 8 -- GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 82 Contractor shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, result in City's im nediate termination of this Agreement 83 Contractor is for all purposes under this Agreement an independent Contractor and shall perform the Services as an independent Contractor Neither City nor of its agents shall have control over the conduct of Contractor or Contractor's employees, except as herein set forth Contractor shall supply necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Contractor are for its account only, and in no event shall Contractor or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation 8.4 This Agreement may be terminated by either City or Contractor, by providing ten (10) days prior written notice to the other (delivered by certified mail, return receipt requested) of the intent to terrriinate If this Agreement is terminated by City, an adjustment to Contractor's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor Upon receipt of a termination notice from City, Contractor shall immediately discontinue its provision of the Services. Contractor shall be compensated on a pro -rata basis for Services completed up to the date of termination. 4- I,katdjmXAS=mcntMighled.,Velenn®ry Servlet Agreement 2018.doc 8.5 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor pursuant o this Agreement. Such books shall be available at reasonable times for examination by City at the office of Contractor 8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, an amendment to this Agreement shall be to writing, approved by City and signed by City and Contractor 87 This Agreennent shall be governed by and construed to accordance with the laws of the State of California IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement. CITY OF REDLANDS By (5�'j Lb t Paul W Foster, Mayor ATTEST. 4654 Donaldson., City Clerk -5- 1A0%djMV4—Menkslii 9WU0d_VMCdnUY scrriccs Apa=wl 2018ADc HIGHLAND VILLAGE PET HOSPITAL By �� !x114 , -- Dr. Han T Yuhan, D V M f f Gip EXHIBIT "X' SCOPE OF SERVICES Provide board certified veterinarians, licensed to practice veterinary medicine in the state of California. Veterinarians shall be available to the Redlands Animal Shelter from g 00 am to 5 00 pm, Monday- Friday and S 00 am to 12.00 pm on Saturdays 2 Provide veterinary technicians to support animal examinations, medical treatments, surgical preparation, and post-surgery care. 3 Provide full service health examinations, medical treatments, and surgical procedures for animals identified by Animal Control staff Health examinations, medical treatments, and surgical procedures shall be performed for animals identified by the Redlands Animal Control Director or designee 4 Provide spay/neuter surgical services 5. Provide effective health assessment examinations, medical treatments, and surgical services to restore animals to good health and body conditions so animals can be made available for adoption as soon as practicable Services shall include urine analysis, fecal analysis, blood analysis, and other diagnostic tests necessary to assess the health and condition of animals, as requested and pre -approved by the Redlands Animal Control Director or designee S Provide all necessary and required medications, equipment, supplies and materials to accomplish full service delivery of health assessment examinations, medical treatments, and surgical services 7 Submit monthly invoices for veterinary services All requests for payment shall be accompanied by medical records and other relevant supporting data S Participate with Animal Control staff to develop policies, procedures, and practices to reduce the spread of infectious disease in the animal population 9 Provide guidance to Animal Control staff on follow up treatment and euthanasia 10. Professional assistance for cruelty/neglect investigations The service provider may be asked to provide professional evaluation and advice to Animal Control staff concerning the medical and health conditions of animals suspected to be the object of cruelty or neglect and perform autopsy examination when required -6- 1'lcaldimtAZ=n=IsUbghl=&Vcicrinary Sanices Apamcnt 201B.dm I l Provide professional testimony in court for criminal or civil litigation, and for administrative hearings, when necessary and at the request of Animal Control 12 Provide training to Animal Control staff in the areas of euthanasia, animal first aid, neglect, and infectious diseases when necessary and at the request of Animal Control 13 Provide reduced for microchip, and vaccination programs for the community in relation to animals adopted from the Animal Shelter 14. Provide after-hours phone consulting services twenty-four hours per day and seven days per week for medical emergencies or disasters. 15 Provide cost for rabies vaccination clinic event- one per year, for the purpose of dog licensing for the City of Redlands Annual event date will be determined and coordinated with Contractor FEE STRUCTURE Class One: General Veterinary Services 1 Outright, fixed cost of veterinary services per 12 months :900 (575/month) -Service provided at Contractor facility 2 Vet Technician, 5 days per week @ 5 hours per day 5375 ($15/hourly rate x 25) -At Redlands Animal Shelter 3 Mark up for medical supplies 5% over cost 4 Price list of additional services offered. (For example: Medical cases such as broken limb pain management, broken limb treatment, evaluation for euthanasia, medical grooming, general grooming, etc ) Class Two: Spays_and_Neuters I - Cost per Spay — K-9 0-30 lbs x,65 31-50 lbs J75 51-75 lbs. 120 76 100 lbs J 125 2. Cost per Neuter— K-9 0-30 lbs 55 31-50 lbs JL5 51-75 lbs x,-75. 76-100 lbs X90 3 Cost per Spay — Feline IK -7- 1•tialdjmlA$►ee =LslFLgltland veterinary SCMC s Agreement 201 SAOC 4. Cost per Neuter— Feline ? Additional charges (if applicable), W in heat ch ge _g. 1 NsldjmlAgscefaentsU&hland_VercrinM Services Agnecu mt 2019.dm EXHIBIT „B" WORKERS' COMPENSA'T'ION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insufed against liability for Workers' Compensation or to undertake self- insurance in accordance with the previsions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code § 186 1) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct. HIGHLAND VILLAGE PET HOSPITAL Date By: Dr Han T Yuhan, D.V.M. ff 12 -9- I.3oaWM%Agrmr heli lghlmd,-Vctcdmry So vices Arumcnt 20111.doc