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WORK MAY WNWN-2017-097 " a% CLMK OF eO NCIL c..7Y DATE: p: SAPD (n) CONSULTANT AGREEMENT Fiscal • THIS AGREEMENT, made and entered into this Ist day of July, 2017 by and between VCA . Animal Hospitals; Inc. a California Corporation, dba as VCA Yorba Regional Animal Hospital, (hereinafter "Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (Hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing medical services including emergency medical care to police K-9s. Consultant represents that it is able and willing to provide such services to the City. B. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as needed as set forth in Exhibit A to this Agreement. 2. COMPENSATION This Agreement shall be for an amount not to exceed twenty-five thousand dollars ($25,000) over the total three years of the Agreement. The services shall be provided at the rates set forth in Exhibit A. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2026, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: