HomeMy WebLinkAboutDEDICATED VETERINARY CARE, INC. 1-2012INSURANCE ON FILE
YVORK MAY PROCEED
UNTIL INSURANGE EXPIRES
7- / - /3 N-2012-'102
CLERK OF COUNCIL
DATE_ t c? y 2 2012
CONSULTANT AGREEMENT
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. 1So7?Ko`?I'HIS AGREEMENT, made and entered into this L?day of August, 2012 by and between
Dedicated Veterinary Care, Inc., a California corporation (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
emergency veterinary medicine.
B. Consultant represents that it is able and willing to provide such services to the City.
C. 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 set forth in Exhibit A.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates
and chazges identified in Exhibit A. The total sutra to be expended under this Agreement shall not exceed
$25,000 during the term of tltis Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper invoice
evidencing work performed, subject to City accounting procedures. Payment need not be made for work
which fails to meet the standards of performance set forth in the Recitals which nay reasonably be
expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on April 30, 2013,
unless terminated earlier in accordance with Section 12, below. The teen of this Agreement may be
extended upon a writing executed by the City Manager and the City Attorney. In order to provide
continuous uninterrupted service, all services provided by Consultant since May 1, 2012 shall be included
within the Scope of Services of this Agreement.
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:
a. Commercial General Liability Insurance. Consultant shall maintain commercial general
liability insurance which shall include, but not be limited to protection against claims arising £rom bodily
and personal injury, including death resulting therefrom and damage to property, resulting from any act or
occurrence arising out o£ Consultant's operations in the performance of this Agreement, including,
without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following:
single limit coverage applying to bodily and personal injury, including death resulting therefrom, and
property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such
insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as
additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance
programs maintained by the City; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single limit of
not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and
non-owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the
Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for
worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work
under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with
limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not less than
$1,000,000 per claim.
e. The following requirements apply to the insurance to be provided by Consultant pursuant to
this section:
(i) Consultant shall maintain all insurance required above in full force and effect for
the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty (30)
days prior written notice to the City.
2
f. If Consultant fails or refuses to produce or maintain the insurance required by this section or
fails or refuses to furnish the City with required proof that insurance has been procured and is in force and
paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such
termination shall not effect Consultant's right to be paid for its time and materials expended prior to
notification of termination. Consultant waives the right to receive compensation and agrees to indemnify
the City for any work performed prior to approval of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
injury, including death, and claims for property damage, which may arise from the direct or indirect
operations o£the Consultant or its contractors, subcontractors, agents, employees, or other persons acting
on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any
claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by
reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless
agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief
suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason
of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be
selected by the City, regarding any action by a third party challenging the validity of this Agreement, or
asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to
personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City
may make all reasonable decisions with respect to its representation in any legal proceeding.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
disclose such information except in the performance of this Agreement, and further agrees to exercise the
same degree of care it uses to protect its own information of like importance, but in no event less than
reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
information includes not only written information, but also information transferred orally, visually,
electronically, or by other means. Confidential information disclosed to either party by any subsidiary
and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by
operation of law; or (e) is independently developed by the Consultant without reference to information
disclosed by the City.
S. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall
be in writing and shall be deemed to be properly given if delivered in person or mailed by fu-st class or
certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner
provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
With courtesy copies to:
and
Santa Ana Police Department -Patrol Division
City of Santa Ana
60 Civic Center Plaza (M-18)
P.O. Box 1988
Santa Ana, California 92702
Fax 714- 245-8770
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax 714- 647-6515
To Consultant: Dedicated Veterinary Care, Inc.
Danielle Bonchonsky -Accounts Receivable
3021 Edinger Avenue
Tustin, California 92780
A party inay change its address by giving notice in writing to the other party. Thereafter, any
communication shall be addressed and transmitted to the new address. If sent by mail, communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the United
States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed
as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City
holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event
of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
Agreement shall prevail. This Agreement may not be modified except by written instrument signed by
the City and by an authorized representative of Consultant. The parties agree that any terms or conditions
of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and
conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written
consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
the City's ability to have any of the services which are the subject to this Agreement performed by City
personnel or by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination, subject
to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the
City all work product completed as of such date, and in such case such work product shall be the property of
the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the
City deems appropriate.
b. Payment need not be made for work which fails to meet the standard ofperformance specified in
the Recitals of this Agreement.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
recruitment, selection, training, utilization, promotion, termination or other employment related activities.
Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
state and local laws and regulations.
14. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
and governed by the laws of the State of California. Both parties further agree that Orange County,
California, shall be the venue for any action or proceeding that may be brought or arise out of, in
connection with or by reason ofthis Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
governmental agencies. Consultant shall notify the City immediately and in writing of its inability to
obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
cause for termination of this Agreement.
and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority
fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the
body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
MARIA D. HLJIZAR
Clerk of the Council
CITY OF
SANTA ANA
PAUL M. WALTERS
City Manager
/) 10
APPROVED AS TO FORM:
SOMA R VALHO
City Att ney
Teres udd
Assistant City Attorney
CARLOS ROJAS
Acting Chief of Police
DEDICATED VETERINARY CARE, INC.
J hn Thomps44 I-l ospital Ad nistrator
Fee Schedule for Dedicated Veterinary Care
Updated 9/11/2012
Prices do not reflect applicable discounts
Exam- Emergency $66.00
Exam- Emergency 1 am -lam $1 10.00
Exam- Referral $88.00
Exam- Specialist Consult $121 .00
Radiographs- each $136.00
Radiographs- met check (3 views) $226.00
Radiographs- two view $204.00
NOVA (electrolytes, chem.., blood gas) In House $98.00
Lab4 (Nova, Chem12, CBC, PCV/TS) In House $223.00
Hospitalization per hour $7.00
Intensive Care per hour $9.00
Critical Care per hour $12.00
Catheter- IV+ Setup+ Fluids $141.00
Blood Pressure $46.00
Ultrasound- Abdomen $345.00
Ultrasound- Cardiac $345.00
Ultrasound- Abdomen+ Cardiac $688.00
Ultrasound guided biopsy $201.00
Biopsy 1 tissue to CSU $137.00
Oxygen @4-6 1/m per hour $22.00
Police and Rescue Dogs receive a 15% discount on services
EXHIBIT A
DEDVE-1 OP ID: AD
'`'??""? CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DO/Vl'VY)
08/06/12
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. TH13
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must b® endorsetl. li SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an entlorsement. A statement on this certificate does not confer rights to thB
certificate holtler in lieu of such endorsement(s).
PRODUCER 888-762-3143 EACT
NA
Veterinary In S. 30rV ices CO. M
CA License #OF64180 916-921-2266 PHONE ..._- FAX ...... .......
A c rvo i. A/C Nol:
1400 River Park Drive, ft180 E-MAU. -
Sacramento, CA 95815 A. of€ss?_._._......__
Kathy R. NOB, CPCU, ARM -VP
INSURER(S1 AFFOROlNO COVERAGE _
NAICp
..._._..._. ...... INSURERA:FIreman?9 Fund InSLIra nCe CO.
INSURED Detlicated Veterinary Care InC
John W
Thompson INSURER B:
.
3021 Edinger Avenue INSURER c
Tustin, CA 92780 -'
INSURER D
__ ??-??????????
INSURER E
INSURER F
THIS IS TO CERTIFY THAT THE POLICIES OF 1NSU RANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTI FIGATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS
,
EXG LU SIO NS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDVCED BY PAID CLAIMS.
IL IR TYPE OF INBURAw CE L POLICY NUMBER POLJCY EFF
MM/OD/YYW POLIC E%P
MMlDDIVYW "-'--
LIMITS
GENERAL LIABILITY
EACH CCCURRENCE
5 1.000,00
A X COMME RGIAL GENERAL LIARIL ITY X ZGS0876945 07/01/12 07/01/13 PREMISES a occurrence 5 100,00
CLAIMS-MADE ? OCCUR
MED EXP (An one person) 5 10,00
PERSONALb ADVIWURY E
?
GENERAL AGGREGATE 000
5 2
00
,
,
GEN'L AGGREGATE LIMIT APPLIES PER:
PR
PRODUCTS -COMP/OP AGG
???
E 1,000,0
O- LOG
X POLICY Emp Ben_ ? 5 1,000,00
AUT OMOBILE LIABILJTY M IN IN LE LIMI
Eaawaenl
S 1,000,00
A ANY AUTO
ALL OWNED SCHEDULED AZC80876945 07/01/12 07/01/13 BODILY IIWURY (Paf poram) $
' AUTOS AUTOS
NON-0WNED BODILY WJURY (Per aCGtlant) i
X HIRED AUTOS' X
AUTOS
R DAM -
S
Per arsitlmt
5
Jt UMBRELLA LIAR OCCUR E-CH OCCURRENCE 5 S,000,OOO
A EXCESS LWB CLAIMS-MADE AZC80876945 07/01/12 07/01/1$
AGGREGATE
D00
E ? S
000
,
,
????
DED RETENTIONS S
WORKERS COMPENSATION
' N!C STATD- TH-
X
AND EMPLOYERS
LIABILITY ?,! N ORY LiMITS_ _
A ANY PROPRIETOR/PARTNERIEXECUTIVE
OFFICER/MEMBER EXCLI:OED? ?
N / A ZP81004127 07)01/12 07/01/13 E.L. EACH ACCIDENT 5 1,000,000
(Mandatary In NH)
H yea
tleacnba under __.
E.L. DISEASE - EA EMPLOYE _._
S 1,000,00
,
DESCRIPTION OF OPERF.TIONS bNOw E.L. DISEASE -POLICY LIMIT S 1,000,00
A Professional Liab AZC80876945 07/01!12 07/01/13 Occurrent 1,000,00
Aggregate 2,000,00
DESCRIPTION OF OPERATOrvS! LOCATIONS /VEHICLES (A [lath ACORD tot, Atltlitionai Remarks Scnanwe, x more spa I?..,,yy Iretl)
Certificate holder is Hamad as additional insured ?YY ?.?) S/ i?_v /`?
,j ? (
) (1QRM
.
,
30 Days No tics of Cancellation
10 Days NOC for non-payment
.4ssls LZr n:- Icy Attorney
SHOULD ANY OF THE ABOVE DESCRIBED POLIG IES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Santa Ana Police ACCORDANCE WITH THE POLICY PROVISIONS.
Animal Services
Sgt Mark Koza kowski AUTHORIZED RE ENTATIVE
60 Civic Center Plaza Kathy R. CP/L?J, /jRlA -VP
1 / ._. !?_._...
ante Ana, CA 92701 ,: y., ?./f
® 1988-2010 ACORD CORPORATION. All rights reserved.
v.i.vrcu m tzuT Ulua/ I ne AGC7RD Hama and logo are registered marks of ACORD
Additional Insured - ®wners, Lessees or Contractors - A13 90 67 12 93
Yolicy Amend meni Section If
Insured: Dedicated Veterinary Care [uc
P ruduccr Veterinary Ins Services Co
Policy Number AZC80876945
Effective Date 07/01/12
5chcdule
Name of Person(s) or Organization(s)
Santa .Ana Police Animal Services
Attn: Sgt. Marl: Kozal<o?vski
GO Civic Center Plaza
Santa Ana, CA 92701
(lf no entry appears above, information required to complete this Endorsement will be shown in the Declarations
as applicable to this Endorsement)
The followin<? is Added [o Part I -WHO IS AN 1N- arisin:? out of your work for That insured by or Cor
SURGU in the F3 usiness Liability Section of this policy you.
?. The person or organization shown in the Schedule All other terms and conditions of the policy apply.
is also an insured, but only with respects to liability
This lb rm must be a[taci?ed to ChsnUC Endorsement when issued after the: policy is written.
One: of the Fireman's Fund Insurance Co mpa hies as named in the policy.
SatZy ?. Nary
Secretary
.??LL't?l.L?C ?? QQi
Authorized r\aent
_, iYLicFi_a_eCr_E_. LarfZocca
President
03; 1 ? / 12
AB90 re? I__"J}
[L unla me copvri?hred hlalerial of Instn-ance Services Ulf?ces. lvc., 19SJ
?_
T___J
YOI,IC?Y NlJMI3IsR Previous Policyy Numbers COVERAGE IS PROVIDED BY
8 H4 WZP 81004127 8 H4 W2P 81D02867 AMERICAN AUTOMOBILE
INSURANCE COMPANY
EARTH CITY, MO 63045
A STOCK INSURANCE CO. (15)
NCCI Carrier Code 10022
Producer Name and Address
VETERINARY INS., SERVICES CO
1400 RIVER PARK DRIVE, SUITE 1
SACRAMENTO CA 95815
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE
INFORMATION PAGE
1 The Insured and Mailing Address
DEDICATED VETERINARY CARE, iNC.
FEIN 454816146
3021 EDINGER AVE
TUSTIN CA 92780
The Insured is a CORPORATION
Other workplaces not shown above:
DEDICATED VETERINARY CARE, INC.
FEIN 454816146
3021 EDINGER AVE
TUSTIN CA 92780
mLL
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O
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2. The Polioy Period is from 07-01-12 to 07-01-13
12: 01 A.M. Standard Time at the insureds .Mailing Address
3. A_ Workers' Compensation Insurance: Part one ofi the policy applies to the
Workers' Compensation laws of the states listed here:
CALIFORNIA
B. Employers' Liability Insurance: Part two of the policy applies to work
in each state listed in item 3.A.
The Limits of our Lia bility under part two are:
BODILY INJURY BY ACCIDENT X1,000,000 EACH ACCIDENT
BODILY INJURY BY DISEASE $1,000,000 POLICY LIMIT
LL BODILY INJURY SY DISEASE $1,000,000 EACH EMPLOYEE
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