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HomeMy WebLinkAboutORANGE COUNTY EMERGENCY PET CLINICINSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OEJOCUNCIL 2022 DATE. DD N-2022-375 AGREEMENT WITH ORANGE COUNTY EMERGENCY PET CLINIC l FOR EMERGENCY VETERINARY SERVICES &.�lgl 21 day of NOVCM I5eV 1 THIS AGREEMENT is made and entered into on this y � 2022, [iry"Mv-� b and between Orange Count Emergency Pet Clinic, a Californiacorporation Y g Y g Y rp ("Provider" or (AV) "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 ("City" or "Client"). RECITALS A. The City desires to retain a Provider having special skill and know':;dge in the field of emergency veterinary services. B. Provider represents that Provider is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Provider represents that it is knowledgeable in its field and that any services performed by Provider under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional provider 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 Provider shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Scope and Manner of Services attached herewith as Exhibit A. 2. COMPENSATION a. City agrees to pay, and Provider agrees to accept as total payment for its services for City, the rates and charges identified in the Sample Costs attached herewith as Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $45,000.00. b. Payment by City shall be made within ninety (90) 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 may reasonably be expected by City. Payment may be remitted to: Orange County Emergency Pet Clinic Attn: Accounts Receivable 12750 Garden Grove BLVD Garden Grove, CA 92843 3. TERM This Agreement shall commence on the date first written above and shall terminate on June 30, 2023, with one (1) option to extend the Tenn for one (1) addition year, at the election of the City upon written approval, unless terminated earlier in accordance with Section 13, below. This Agreement shall also cover any and all services provided by Provider to City since July 1, 2022. The Term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Provider 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 Provider performs the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services. Provider 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 Coverage shall be at least as broad as: Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code I (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity. Waiver of Subrogation Consultant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the Entity. The Entity may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or Entity. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Entity. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Consultant shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the wort, beginning shall not waive the Consultant's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Entity is an additional insured on insurance required from subcontractors. Special Risks or Circumstances Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 6. INDEMNIFICATION Provider agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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 negligent operations of the Provider, its subcontractors, agents, employees, or other persons acting on its behalf which relates El 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 Provider 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 snake all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Provider's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Provider. Provider shall keep records and invoices in connection with the work to be performed under this Agreement. Provider shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Provider under this Agreement. All such records and invoices shall be clearly identifiable. Provider shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Provider shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Provider under this Agreement. 8. CONFIDENTIALITY If Provider receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Provider 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 Provider disclosed in a publicly available source; (c) is in rightful possession of the Provider without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Provider without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Provider 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. 10. NON-DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider, 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 Provider. 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 Provider or 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 is not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Provider, Provider 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 Providers retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Provider shall be entitled to receive and the City shall pay Provider compensation for all services performed by Provider 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 Provider to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Provider 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 of performance specified in the Recitals of this Agreement. 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 15. 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 of this Agreement. 16. PROFESSIONAL LICENSES Provider 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 including but not limited to a veterinary medicine license. Provider 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. 17. 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 first class or certified mail, postage prepaid, or sent by fax 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: Executive Director, Planning & Building Agency City of Santa Ana 20 Civic Center Plaza (M-xx) P.O. Box 1988 Santa Ana, California 92702 Fax: To Provider: Elaine Myers Hospital Administrator Orange County Emergency Pet Clinic 12750 Garden Grove Blvd. Garden Grove, CA, 92843 Fax:714-917-3323 A party may 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 fax, 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. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City 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. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Provider is providing services not contemplated by this Agreement C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. (Signatures on following page) N-2022-375 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: G Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Ryan 0.1 dg Assistant ity Attorney RECOMMENDED FOR APPROVAL: 0 Minh Thai Executive Director Planning & Building Agency CITY OF SANTA ANA Kristine Ridge City Manager PROVIDER: Name Elaine Myers Title: Hospital Administrator EXHIBIT A Scope and Manner of Services 1. The Orange County Emergency Pet Clinic is to provide emergency veterinary services for dogs and cats only found within the city of Santa Ana and presented to The Provider by an officer. 2. The Client will only present an animal to The Provider that, in the officer's opinion, has a condition that requires immediate treatment and cannot wait until the shelter veterinarian is available. Neonates will be treated for illness or injury, but will not be presented to The Provider solely for overnight bottle feeding. 3. The Provider will examine all animals on a triage basis. The most critical animals will be examined and treated first, no matter if that animal is presented by a client or an officer. 4. The Provider will provide a written estimate of charges to the presenting officer for approval prior to treatment. 5. The veterinarian will recommend care that is the usual standard of care for any patient that would be presented in a similar manner. 6. The officer is expected to wait long enough to either speak to the veterinarian or a team member regarding the animal. Once the officer has spoken to the veterinarian or a team member, the officer may leave. Any additional discussions regarding care may occur over the phone with a representative of The Client. If the animal does not require overnight hospitalization, The Client will send an officer to return to pick up the animal when they have been informed it is ready to be discharged. 7. The Client will not tell citizens to bring found animals to the Orange County Emergency Pet Clinic. All animals must be presented by an officer. 8. The Client will pick up any hospitalized animals by 8am Monday -Saturday. 9. The Provider will not provide services for wildlife, or any species other than dogs or cats, including for euthanasia. 10. No traps, cages, carriers, or other equipment belonging to the Client will be left with the Provider for storage. Code of Conduct for a Continuing a Relationship between Animal Care Agencies and the Orange County Emergency Pet Clinics. Begins September 1, 2022 Agencies/Officers 1. Agencies, dispatch, and officers will not tell residents to bring found animals to our facility without an officer. All animals presented to the Orange County Emergency Pet Clinics (OCEPC) must have an officer present. 2. Officers will only present an animal to OCEPC that, in the officer's opinion, has a condition that requires immediate treatment and cannot wait until the shelter veterinarian is available. 3. Officers presenting an animal to OCEPC must speak with the doctor before leaving the animal. 4. If the doctor determines that an animal does not require hospitalization, the officer will wait for the animal to be treated and then take the animal with them. Final written medical records will be emailed to the agency in a timely manner. (If the doctor approves, the officer may leave for a short time and come back to pick up when the pet is ready to be discharged). 5. Officers will pickup any hospitalized animals by 8am Monday -Saturday. 6. Animals will be treated according to normal standard of care for veterinary medicine. This includes diagnostic testing, IV fluid therapy, etc. The cost for this care will be approximately $500-$2000+ per animal. OCEPC will provide an itemized estimate of cost for treatment to the officer for approval before providing the treatment. 7. Officers will not present any wildlife for veterinary care (including for euthanasia). 8. Officers will not leave neonate animals just for overnight bottle feeding. OCEPC will see neonates for illness/injury care and then the officer will take the neonates with them if they do not require hospitalization for their illness/injury. Orange County Emergency Pet Clinics 1. Our veterinarians will examine and treat animal control cases as soon as possible to respect the waiting officer's time. All patients are treated on a triage basis. 2. Our veterinarians will use the agency's funds conservatively by only ordering those tests and treatments that are required to care for that animal while they are with OCEPC in the normal standard of care for any animal presented. Any tests/treatments that are safe to wait until the animal can be transported to a shelter veterinarian will be postponed. 3. Our team will complete medical records and email them to the agency in a timely manner. If you have any questions regarding this document please contact the Hospital Administrator, Elaine Myers, at 714-537-3032. Upper management at all of the Animal Control agencies have been made aware of these new policies. EXHIBIT B Sample Costs as of 8/9/2022 Prices are subject to change at any time but are usually adjusted on a quarterly basis. Exam: $105 Euthanasia: $125 Hospitalization: $170 Blood testing (CBC, Chem, Electrolytes): $256.75 Urinalysis: $91 Radiographs with Specialist consult (2 views): $425 IV Cath and fluids: $212.50+ Injections: $50-95 each. SQ Fluids: $63 Mild Wound Care: $36 Anesthesia/Surgery: $500-2000 Example cases: Critical case that requires humane euthanasia — Exam, Euthanasia (officer takes remains) $230 Critical case that requires workup and hospitalization (such as a dog hit by a car) — Exam, hospitalization, blood testing, rads, IV Cath and fluids, 2-6 injections: $1500 Non -critical case that requires outpatient treatment (such as a mild wound that does not require surgery)— Exam, wound care, SQfluids, 2-4 injections: $504 Surgical cases, such as bite wounds, pvometra c-section, etc — Exam, hospitalization, blood testing, rads, IV Cath and fluids, 2-10 injections, anesthesia, surgery: $2000+ NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Orange County Emergency Pet Clinic, Inc. Name: Project N-2022-375 Number: Project Agreement With Orange County Emergency Pet Clinic For Name: Emergency Veterinary Services The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION TYPE OF INSURANCE COI DATE FILE NAME NUMBER DATE OCEPC - AUTOMOBILE LIABILITY SH00000685221 07/01/2023 01/11/2023 Revised City of Ana.pdf OCEPC - GENERAL LIABILITY SH00000688221 07/01/2023 01/11/2023 Revised City of Ana.pdf OCEPC - PROFESSIONAL LIABILITY SHPL001565221 07/01/2023 01/11/2023 Revised City of Ana.pdf OCEPC - WORKERS COMPENSATION AND SH00000686221 07/01/2023 01/11/2023 Revised City EMPLOYERS' LIABILITY of Ana.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 2/6/2023 1:01 PM