HomeMy WebLinkAboutContracts & Agreements_86-2013_CCv0001.pdf AGREEMENT TO PERFORM VETERINARIAN SERVICES
This agreement for the provision veterinary services and medical supplies ("Agreement")
is made and entered in this 21"day of May, 2013,with an effective date of July 3,2013
("Effective Date"),by and between the City of Redlands, a municipal corporation("City") and
General Dog&Cat Hospital ("Contractor"). City and Contractor are sometimes individually
referred to herein as a"Darty"and,together, as the 'Parties." In consideration of the mutual
promises contained herein, City and Contractor agree as follows:
ARTICLE 1 —ENGAGEMENT OF CONTRACTOR
LI City hereby engages Contractor to provide veterinary services and medical supplies 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 veterinary services and
medical supplies, including spay/neutering, an an as needed and requested basis by City
and as more particularly described in Exhibit"A,"which is attached hereto and
incorporated herein by reference.
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 The term of this Agreement shall be for one year, commencing upon the Effective Date
of this Agreement
ARTICLE 5 —PAYMENTS TO CONTRACTOR
5.1 The total compensation for Contractor's performance of the Services shall be in the
amount of One Hundred Thirty Five Thousand(S 135,000) and shall be paid on a time
and materials basis, based upon the rates shown in Exhibit"A."
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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 All notices shall be given in writing by personal delivery or by mail.Notices sent by mail
should be addressed as follows:
QY Contractor
Lt.Travis Martinez, Police Lieutenant Robert Zielinski, D.V.M.
City of Redlands General Doc, &Cat Hospital
35 Cajon Street, Suite 15A 456 Arrowhead Avenue
P.O. Box 3005 (mailing) San Bernardino, CA 92408
Redlands,CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. Changes may be made in the names and addresses of the person to whom notices
and payments are to be given by giving notice pursuant to this section 5.3.
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 Insurance 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.
6.2 Contractor shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of its performance of the Services in accordance with
the laws of the State of California,with an insurance carrier acceptable to City as
described in Exhibit"B,"entitled"Workers' Compensation Insurance Certification,"
which is attached hereto and incorporated herein by this reference.
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 02,000,000) 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 have business auto liability coverage,with minimum limits of One
Million Dollars(51,000,000)per occurrence, combined single limit bodily injury liability
and property damage liability. This coverage shall include all Contractor owned vehicles
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used in connection with Contractor's provision of the Services,hired and non-owned
vehicles,and employee non-ownership vehicles. City shall be names 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 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.
7.2 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:
(i) the making or any City governmental decisions regarding approval of a
rate,rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorization or
entitlements;
(Hi) authoring City to enter into, modify or renew a contract;
(iv) 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;
(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.
7.3 In the event City officially determines that Contractor must disclose its financial interests,
Contractor shall complete and file a Fair Political Practices Commission Form 700. State
of Economic Interests with the City Clerk's office pursuant to the written instructions
provided by the City Clerk.
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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
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 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 mail,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
g 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
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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
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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 REDLANTDS GENERAL DOG& CAT HOSPITAL
r
Pete Aguilar, ayor Robert Zielinski, D.V.M.
ATTEST:
Sam Irwin, erk
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EXHIBIT "B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
FOR GENERAL DOG & CAT PET HOSPITAL
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 in one or more insurer duly
authorised 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.
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 of this Agreement. (Labor Code 5,1861).
GENERAL DOG&CAT HOSPITAL
By
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Robertl,tiefinsict-,D.V.M Date
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