HomeMy WebLinkAboutContracts & Agreements_121-2015_CCv0001.pdf AGREEMENT TO PERFORM SPAY AND NEUTER SERVICES
This agreement for the provision of spay and neuter services ("Agreement") is made and
entered in this _23_ day of _June_, 2015 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City") and _General Dog and Cat 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:
ARTICLE 1 —ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to spay and neuter services for City's Animal Shelter(the
"Services").
1.2 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 spay and neuter
services, on an as needed and requested basis by City.
2.2 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 Lt. Travis Martinez 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 This Agreement shall comrmence on its Effective Date and shall have an initial term of
_ane year . City shall have the right to extend the Initial Terre of this Agreement
for up to two more years on the same terms and conditions of this Agreement by
providing not less than thirty(30) days written notice to Contractor prior to the expiration
of the Initial Term or any Renewal Term. The Initial Term and the Renewal Terms are
collectively referred to herein as the "Terre."
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ARTICLE 5 —PAYMENTS TO CONTRACTOR
5.1 The total compensation for Contractor's performance of the Services shall be in the not to
exceed amount of_$25,000 and shall be paid on a time and materials basis,
based upon the rates shown in Exhibit "A."
5.2 Contractor shall submit monthly invoices to City describing the Services performed
during the preceding month. Contractor's invoices shall include a brief description 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.
5.3 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 snail, 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:
Clty Contractor
Lt. Travis Martinez, Police Lieutenant Robert Zielinski DVM
City of Redlands General Dog and Cat Hospital
35 Cajon Street, Suite 15A 456 S.Arrowhead Avenue
P.O. Box 3005 (mailing) San Bernardino, CA 92408
Redlands, CA 92373
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Contractor for the duration
of its perforinance of the Services. Contractor shall not perfonn 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.
6.2 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 General Dog & Cat Hospital is self-insured or exempt from the workers'
compensation laws of the State of California. General Dog & Cat Hospital shall provide
City with Exhibit "B," entitled "Workers' Compensation Insurance Certification," which
is attached hereto and incorporated herein by this reference prior to occupancy of the
Premises.
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6.3 Contractor shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) 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.
6.4 Contractor shall secure and maintain business auto liability coverage, with minimum
limits of One Million Dollars ($1,000,000) per occurrence, combined single Ifinit 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.
6.5 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 any negligent act or omission by, or the willful misconduct of, 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.
7.2 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor:
A. Does not make a governmental decision whether to:
(i) approve a rate,rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the City to enter into,modify or renew a contract;
(iv) grant 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) grant City approval to a plan, design, report, study or similar item;
(vi) adopt or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
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B. Does not serve in a staff capacity with City and in that capacity, participate in making
a governmental decision or otherwise perforin 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.
7.3 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.
ARTICLE 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.
8.2 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.
8.3 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
perforin 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 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 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City; provided, however this Agreement
may be terminated by either City or Contractor, by providing ten (10) days prior written
notice to the other (delivered by certified snail, return receipt requested) of the intent to
terminate. 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.
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)
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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 and written proposals relating to such matters are
superseded by this Agreement. Except as otherwise provided for herein, an amendment to
this Agreement shall be in writing, approved by City and signed by City and Contractor.
8.7 This Agreement shall be governed by and construed in 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 GENERAL DOG AND CAT HOSPITAL
By: ✓ By: _
/11 Itarrison, Mayor Pro Tempore Robe ielinski, D.V.M.
ATTEST:
Sam lrw , City Clerk
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EXHIBIT "B"
WORKERS' COMPENSATION 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 insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or pennitted under this
Agreement. (Labor Code §1861).
I affinm 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 torr ct.
VET NAME Date:
By:
Naxn Title
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