ON-CALL PROFESSIONAL SERVICES AGREEMENT
WITH MARINERS VH LP FOR
ANIMAL CARE MEDICAL SERVICES
THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered intoas ofthis26th day of May, 2026 ("EffectiveDate"),by and between the CITY OF NEWPORT BEACH, a Californiamunicipal corporation and charter city ("City"),and MARINERS VH LP, a Californialimitedpartnership("Consultant"),whose address is 802 Montgomery, Suite 220, San Francisco, CA 94133, and is made with reference to the following:
RECITALS
A. Cityisa municipal corporationduly organized and validlyexistingunder the laws of the State of Californiawith the power to carry on itsbusiness as itisnow being conducted under the statutes of the State of California and the Charter of City.
B. Citydesires to engage Consultant to provide animal care and medical servicesto animals under custody of the Newport Beach Police Department and Newport Beach Animal Shelter("Project").
C. Consultant possesses the skill,experience, ability,background, certificationand knowledge to provide the professionalservices described inthisAgreement.
D. City has solicitedand received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retainConsultant to render professionalservices under the terms and conditions set forthinthisAgreement.
NOW, THEREFORE, itismutually agreed by and between the undersigned parties as follows:
1. TERM
The term of thisAgreement shallcommence on the EffectiveDate, and shall terminate on May 1, 2031, unless terminated earlieras setforthherein.
2. SERVICES TO BE PERFORMED
2.1 Consultant shall perform the on-call services described in the Scope of Services attached hereto as ExhibitA and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as deifned herein, Consultant shallprovide a letterproposal forServices requested by the City(hereinafter referredto as the "LetterProposal'). The LetterProposal shallincludethe following:
Attachment A
2.1.1 A detaileddescriptionof the Services to be provided;
2.1.2 The positionofeach person to be assigned to performthe Services, and the name of the individualsto be assigned, ifavailable;
2.1.3 The estimated number of hours and cost to complete the Services; and
2.1.4 The time needed to ifnishthe specificproject.
2.2 No Services shallbe provided untilthe ProjectAdministratorhas provided writtenacceptance of the LetterProposal. Once authorizedto proceed, Consultant shall diligentlyperform the dutiesinthe approved LetterProposal.
3. TIME OF PERFORMANCE
3.1 Time isofthe essence inthe performance of Services under thisAgreement and Consultant shallperform the Services in accordance with the schedule included in ExhibitA and the LetterProposal. In the absence of a specificschedule, the Services shall be performed to completion in a diligentand timely manner. The failureby Consultant to strictlyadhere to the schedule set forthinExhibitA and the LetterProposal, ifany, or perform the Services in a diligentand timely manner may resultintermination of thisAgreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant'sreasonable control. However, inthe case of any such delay inthe Services to be provided forthe Project,each party hereby agrees to provide noticewithintwo (2)calendar days of the occurrence causing the delay to the other partyso thatalldelays can be addressed.
3.3 Consultant shallsubmit allrequests forextensions of time forperformance in writingto the ProjectAdministratoras defined herein not laterthan ten (10) calendar days afterthe startof the condition that purportedly causes a delay. The Project Administratorshallreview allsuch requests and may grant reasonable time extensions forunforeseeable delays thatare beyond Consultant'scontrol.
3.4 For alltime periods not specificallyset forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand-deliveryor mail.
4. COMPENSATION TO CONSULTANT
4.1 City shallpay Consultant forthe Services on a time and expense not-to- exceed basis in accordance with the provisionsof thisSection and the LetterProposal and the Schedule of BillingRates attached hereto as ExhibitB and incorporatedherein by reference. Consultant'scompensation forallWork performed inaccordance withthis Agreement, includingallreimbursable items and subconsultant fees, shallnot exceed Five Hundred Five Thousand Dollars and 00/100 ($505,000.00),withoutpriorwritten Mariners VH LP Page 2
authorizationfrom City. No billingratechanges shallbe made duringthe term ofthis Agreement withoutthe priorwrittenapprovalofCity.
4.2 Consultant shall submit monthly invoices to City describingthe Work performedthe precedingmonth. Consultant'sbillsshallincludethe name ofthe person who performed theWork, a briefdescriptionofthe Servicesperformedand/orthespeciifc taskintheScope ofServicestowhich itrelates,the date the Serviceswere performed, the number ofhours spenton allWork billedon an hourlybasis,and a descriptionofany reimbursableexpenditures.Cityshallpay Consultantno laterthan thirty(30)calendar days afterapprovalofthe monthly invoiceby Citystaff.
4.3 CityshallreimburseConsultantonlyforthose costsorexpenses specifically identifiedin ExhibitB to thisAgreement and the LetterProposal or speciifcallyapproved inwritinginadvance by City.
4.4 Consultant shallnot receive any compensation for Extra Work performed without the priorwrittenauthorizationof City. As used herein,"ExtraWork" means any Work thatisdetermined by Cityto be necessary forthe proper completion ofthe Project, but which is not included within the Scope of Services and which the partiesdid not reasonably anticipatewould be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of BillingRates as set forthinExhibitB and the LetterProposal.
5. PROJECT MANAGER
5.1 Consultant shalldesignate a Project Manager, who shall coordinate all phases of the Project.This ProjectManager shallbe availableto Cityat allreasonable times duringthe Agreement term. Consultanthas designated Megan Whisler to be its ProjectManager. Consultantshallnot remove or reassignthe ProjectManager or any personnel listedinExhibitA or assign any new or replacement personnelto the Project without the priorwrittenconsent of City.City'sapproval shallnot be unreasonably withheld with respect to the removal or assignment of non-key personnel.
5.2 Consultant,atthe sole discretionof City,shallremove from the Projectany of itspersonnel assigned to the performance of Services upon writtenrequest of City.
Consultant warrants thatitwillcontinuouslyfurnishthe necessary personnel to complete the Projecton a timelybasisas contemplated by thisAgreement.
5.3 IfConsultant isperforminginspectionservicesforCity,the ProjectManager and any otherassigned staffshallbe equipped with a cellularphone to communicate with Citystaff.The ProjectManager's cellularphone number shallbe providedto City.
6. ADMINISTRATION
This Agreement willbe administeredby the PoliceDepartment. City'sDeputy Directorof Police Services or designee shallbe the ProjectAdministratorand shallhave the authorityto act for City under thisAgreement. The ProjectAdministratorshall Mariners VH LP Page 3
representCityinallmatterspertainingto the Servicesto be renderedpursuanttothis Agreement.
7. CITY'S RESPONSIBILITIES
To assistConsultant inthe execution of itsresponsibilitiesunder thisAgreement, Cityagrees to provideaccess to and upon requestof Consultant,one copy ofallexisting relevantinformationon fileat City. Citywillprovide allsuch materialsina timelymanner so as not to cause delays inConsultant'sWork schedule.
8. STANDARD OF CARE
8.1 Allof the Services shallbe performed by Consultant or under Consultant's supervision. Consultant represents that itpossesses the professionaland technical personnel required to perform the Services required by thisAgreement, and that itwill perform allServices ina manner commensurate with community professionalstandards and with the ordinary degree of skilland care that would be used by other reasonably competent practitionersof the same disciplineunder similarcircumstances. AllServices shallbe performed by qualifiedand experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certiifesthat the Work conforms to the requirements of thisAgreement, allapplicablefederal,state and locallaws, and legally recognized professionalstandards.
8.2 Consultant represents and warrants to Citythatithas, shallobtain,and shall keep in fullforce and effectduring the term hereof, at itssole cost and expense, all licenses,permits, qualifications,insurance and approvals of whatsoever nature that is legallyrequiredof Consultant to practiceitsprofession. Consultant shallmaintain a City of Newport Beach business licenseduring the term of thisAgreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsiblefordamages or be indefaultor deemed to be indefaultby reason of strikes, lockouts, accidents, acts of God, or the failureof City to furnishtimely informationor to approve or disapprove Consultant's Work promptly, or delay or faultyperformance by City,contractors,or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullestextent permitted by law, Consultant shallindemnify, defend and hold harmless City, itsCity Council, boards and commissions, officers,agents, volunteers and employees (collectively,the "IndemnifiedParties")from and against any and allclaims (including,without limitation,claims forbodilyinjury,death or damage to property),demands, obligations,damages, actions, causes of action, suits,losses, judgments, fines,penalties,liabilities,costs and expenses (including,without limitation, attorneys'fees, disbursements and court costs) of every kind and nature whatsoever (individually,a Claim; collectively,"Claims"),which may arisefrom or inany manner relate (directlyor indirectly)to any breach of the terms and conditionsof thisAgreement, any Work performed or Services provided under thisAgreement including,without limitation, defects inworkmanship or materials or Consultant's presence or activitiesconducted on Mariners VH LP Page 4
the Project(includingthe negligent,reckless,and/orwillfulacts,errorsand/oromissions of Consultant,itsprincipals,officers,agents,employees, vendors,suppliers,consultants, subcontractors,anyone employed directlyor indirectlyby any ofthem or forwhose acts they may be liable,or any or allofthem).
9.2 Notwithstandingtheforegoing,nothinghereinshallbe construedto require Consultant to indemnify the Indemnified Partiesfrom any Claim arisingfrom the sole negligenceorwillfulmisconduct ofthe IndemnifiedParties.Nothinginthisindemnityshall be construed as authorizingany award of attorneys'fees inany actionon or to enforce the terms of this Agreement. This indemnity shall apply to allclaims and liability regardlessofwhether any insurance policiesare applicable.The policylimitsdo not act as a limitationupon theamount ofindemnificationto be provided by Consultant.
10. INDEPENDENT CONTRACTOR
Itis understood that City retainsConsultant on an independent contractorbasis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the controlof Consultant,.exceptto the extent they are limitedby statute,ruleor regulationand the expressed terms of thisAgreement. No civil service statusor other rightof employment shallaccrue to Consultant or itsemployees.
Nothing inthisAgreement shallbe deemed to constituteapproval forConsultant or any of Consultant'semployees or agents, to be the agents or employees of City. Consultant shallhave the responsibilityforand controlover the means of performing the Work, provided thatConsultant isin compliance with the terms of thisAgreement. Anything in thisAgreement thatmay appear to give Citythe rightto directConsultant as to the details of the performance of the Work or to exercise a measure of controlover Consultant shall mean only thatConsultant shallfollowthe desires of Citywith respectto the resultsofthe Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fullywith City'sdesignated ProjectAdministratorand any other agencies that may have jurisdictionor interestinthe Work to be performed. Cityagrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review allmatters relatingto policy and Project directionwith City'sProjectAdministratorinadvance of allcriticaldecisionpointsinorder to ensure the Projectproceeds ina manner consistentwith Citygoals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a regularbasis regarding the status and progress of the Project,activitiesperformed and planned, and any meetings thathave been scheduled or are desired.
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14. INSURANCE
Without limitingConsultant'sindemnificationof City,and priorto commencement of Work, Consultant shallobtain,provide and maintain atitsown expense duringtheterm ofthisAgreement orforotherperiodsas specifiedinthisAgreement,policiesofinsurance of the type,amounts, terms and conditionsdescribed inthe InsuranceRequirements attached hereto as ExhibitC, and incorporatedherein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specificallyauthorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferredcontracted or subcontracted out withoutthe priorwrittenapproval of City.Any ofthe followingshallbe construed as an assignment: The sale,assignment, transferor otherdispositionof any of the issued and outstanding capitalstock of Consultant,or ofthe interestof any general partneror jointventureror syndicate member or cotenant ifConsultant isa partnershipor joint-ventureor syndicate or co-tenancy, which shallresultin changing the controlof Consultant. Control means fiftypercent (50%) or more of the votingpower or twenty-ifve percent (25%) or more of the assets of the corporation,partnershipor joint-venture.
16. SUBCONTRACTING
The subcontractors authorized by City,ifany, to perform Work on thisProjectare identifiedin ExhibitA and the LetterProposal. Consultant shallbe fullyresponsibleto City for allacts and omissions of any subcontractor. Nothing in thisAgreement shall create any contractualrelationshipbetween Cityand any subcontractornor shallitcreate any obligationon the part of Cityto pay or to see to the payment of any monies due to any such subcontractorother than as otherwise required by law. City is an intended beneifciaryof any Work performed by the subcontractorforpurposes of establishinga duty of care between the subcontractorand City.Except as speciifcallyauthorizedherein, the Services to be provided under thisAgreement shall not be otherwise assigned, transferred,contracted or subcontracted out without the priorwrittenapproval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report,draft,map, record,plan,document and otherwriting produced, includingbut not limitedto, websites, blogs, social media accounts and applications(hereinafter"Documents"), prepared or caused tobe prepared by Consultant, itsofficers,employees, agents and subcontractors,in the course of implementing this Agreement, shallbecome the exclusivepropertyof City,and Cityshallhave the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally,allmaterial posted in cyberspace by Consultant,itsofficers, employees, agents and subcontractors,in the course of implementing thisAgreement, shallbecome the exclusive property of City,and Cityshallhave the sole rightto use such materials in itsdiscretionwithout furthercompensation to Consultant or any other party.
Consultant shall,at Consultant's expense, provide such Documents, includingalllogins and password informationto Cityupon priorwrittenrequest.
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17.2 Documents, includingdrawings and specifications,prepared by Consultant pursuantto thisAgreement are not intendedor representedto be suitableforreuseby Cityor otherson any otherproject.Any use ofcompleted Documents forotherprojects and any use of incompleteDocuments withoutspecificwrittenauthorizationfrom Consultant willbe at City'ssole riskand without liabilityto Consultant.Further,any and allliabilityarisingout ofchanges made toConsultant'sdeliverablesunder thisAgreement by Cityor persons otherthan Consultantiswaived againstConsultant,and Cityassumes fullresponsibilityforsuch changes unlessCityhas givenConsultantpriornoticeand has received from Consultant writtenconsent forsuch changes.
17.3 All written documents shall be transmitted to Cityinformats compatible with Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shallbe kept confidential unless Cityexpressly authorizes inwritingthe release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shalldefend and indemnify City,itsagents, officers,representatives and employees against any and allliability,includingcosts,for infringement or alleged infringementof any United States'letterspatent,trademark, or copyright,includingcosts, contained in Consultant's Documents provided under thisAgreement.
20. RECORDS
Consultant shallkeep records and invoicesin connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City,fora minimum period ofthree (3)years, or for any longer period required by law, from the date of finalpayment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shallallow a representativeof Cityto examine, auditand make transcriptsor copies ofsuch recordsand invoicesduringregularbusiness hours. Consultant shallallow inspection of all Work, data, Documents, proceedings and activitiesrelated to the Agreement for a period of three (3) years from the date of finalpayment to Consultant under thisAgreement.
21. WITHHOLDINGS
Citymay withholdpayment to Consultant of any disputed sums untilsatisfactionof the dispute with respect to such payment. Such withholding shallnot be deemed to constitutea failureto pay according to the terms ofthisAgreement. Consultant shallnot discontinue Work as a resultof such withholding. Consultant shallhave an immediate rightto appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheldsums at the rateof return Mariners VH LP Page 7
thatCityearned on itsinvestmentsduringthetimeperiod,fromthedateofwithholdingof any amounts foundtohave been improperlywithheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperienceofConsultantwhich resultinexpense toCitygreaterthanwhat would have resulted ifthere were not errors or omissions in the Work accomplished by Consultant, the additionaldesign, constructionand/or restorationexpense shall be borne by Consultant.NothinginthisSectionisintendedto limitCity'srightsunder the law or any other sections of thisAgreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
Cityreservesthe rightto employ otherConsultantsinconnectionwiththe Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or itsemployees may be subject to the provisions of the CaliforniaPoliticalReform Act of 1974 (the "Act")and/or Government Code §§ 1090 et se ., which (1) require such persons to disclose any financialinterestthat may foreseeablybe materiallyaffectedby the Work performed under thisAgreement, and (2) prohibitsuch persons from making, or participatingin making, decisions that will foreseeablyifnanciallyaffectsuch interest.
24.2 Ifsubjectto the Act and/or Government Code §§ 1090 et seq.,Consultant shallconform to allrequirements therein. Failureto do so constitutesa materialbreach and isgrounds forimmediate terminationof thisAgreement by City. Consultant shall indemnify and hold harmless City for any and allclaims for damages resultingfrom Consultant's violation of this Section.
25. NOTICES
25.1 All notices,demands, requests or approvals, including any change in mailingaddress,to be given under the terms of thisAgreement shallbe given inwriting, and conclusivelyshallbe deemed served when deliveredpersonally,or on the third business day afterthe depositthereofinthe United States mail,postage prepaid,first- class mail,addressed as hereinafterprovided.
25.2 Allnotices,demands, requests or approvals from Consultant to City shall be addressed to Cityat:
Attn:Deputy Directorof Police Services
Police Department
Cityof Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
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25.3 Allnotices,demands, requestsor approvalsfrom Cityto Consultantshall be addressed to Consultant at:
Attn:Megan Whisler
Mariners VH LP
2630 Avon Street
Newport Beach, CA 92663
26. CLAIMS
Unless a shortertime isspecifiedelsewhere inthisAgreement, before making its finalrequestforpayment under thisAgreement, ConsultantshallsubmittoCity,inwriting, allclaims for compensation under or arisingout of this Agreement. Consultant's acceptance of the finalpayment shallconstitutea waiver of allclaimsforcompensation under or arisingout of thisAgreement except those previouslymade in writingand identifiedby Consultant inwritingas unsettledatthe time of itsfinalrequestforpayment.
Consultant and Cityexpresslyagree thatinadditionto any claimsfilingrequirementsset forthinthe Agreement, Consultant shallbe requiredtofileany claimConsultantmay have against City in strictconformance with the Government Claims Act (Government Code sections900 et seq.).
27. TERMINATION
27.1 Inthe event thateitherpartyfailsor refuses to perform any ofthe provisions of thisAgreement at the time and inthe manner required,thatpartyshallbe deemed in defaultinthe performance of thisAgreement. Ifsuch defaultisnot cured withina period of two (2)calendar days, or ifmore than two (2)calendar days are reasonably required to cure the default and the defaultingparty failsto give adequate assurance of due performancewithintwo (2)calehdardaysafterreceiptof writtennotice of default, specifyingthe natureof such defaultand the steps necessary to cure such default,and thereafterdiligentlytake steps to cure the default,the non-defaultingpartymay terminate the Agreement forthwithby givingto the defaultingpartywrittennoticethereof.
27.2 Notwithstandingthe above provisions,City shallhave the right,at itssole and absolute discretionand without cause, of terminatingthisAgreement at any time by givingno lessthan seven (7)calendar days' priorwrittennoticeto Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorilyperformed and costs incurredup tothe effectivedateofterminationforwhich Consultant has not been previouslypaid. On the effectivedate oftermination,Consultant shall deliver to City all reports, Documents and other information developed or accumulated inthe performance of thisAgreement, whether indraftor finalform.
28. STANDARD PROVISIONS
28.1 Recitals.Cityand Consultant acknowledge thatthe above Recitalsare true and correctand are hereby incorporatedby referenceintothisAgreement.
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28.2 Compliance with allLaws. Consultant shall,at itsown cost and expense, comply withallstatutes,ordinances,regulationsand requirementsofallgovernmental entities,includingfederal,state,countyor municipal,whethernow inforceorhereinafter enacted. In addition,allWork prepared by Consultant shallconform to applicableCity, county,stateand federallaws,rules,regulationsand permitrequirementsand be subject to approvalofthe ProjectAdministratorand City.
28.3 Waiver. A waiver by eitherpartyof any breach,of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any otherterm, covenant or conditioncontainedherein,whether of the same or a different character.
28.4 IntegratedContract. This Agreement represents the fulland complete understanding of every kind or nature whatsoever between the partieshereto,and all preliminarynegotiationsand agreements ofwhatsoever kindor natureare merged herein.
No verbalagreement or impliedcovenant shallbe heldtovary the provisionsherein.
28.5 Conflicts or Inconsistencies. In the event there are any conflictsor inconsistenciesbetween this Agreement and the Scope of Services or any other attachments attached hereto,the terms of thisAgreement shallgovern.
28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shallnot be construed foror against eitherparty by reason of the authorship of the Agreement or any other ruleof constructionwhich might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a writtendocument executed by both Consultant and Cityand approved as to form by the CityAttorney.
28.8 Severability.Ifany term or portionof thisAgreement isheld to be invalid, illegal,or otherwise unenforceable by a courtof competent jurisdiction,the remaining provisionsof thisAgreement shallcontinue infullforceand effect.
28.9 Controlling Law and Venue. The laws of the State of Californiashallgovern thisAgreement and allmatters relatingto itand any action brought relatingto this Agreement shallbe adjudicatedin a courtof competent jurisdictionin the County of Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that itisan equal opportunityemployer and itshallnot discriminateagainstany subcontractor,employee or applicantfor employment because race, religiouscreed, color,nationalorigin, ancestry,physicalhandicap, medical condition,maritalstatus,sex, sexual orientation, age or any otherimpermissiblebasisunder law.
28.11 No Attorneys'Fees. Inthe event of any dispute or legalactionarisingunder thisAgreement, the prevailingpartyshallnot be entitledto attorneys'fees.
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28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts,each of which shallbe deemed an originaland allof which together shall constituteone (1)and the same instrument.
(SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the partieshave caused thisAgreement tobe executed on the dates written below.
CITY OF NEWPORT BEACH,
a Californiamunicipal corporation
Date:
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 5f051'drrZfn
By:
Aaron C. Harp
CityAttorney
ATTEST:
Date:
By:
Lauren Kleiman
Mayor
CONSULTANT: Mariners VH LP,
a Californialimited partnership
By: Curo Pet, LLC
Its:General Partner
By: Curo Pet Management Corp.
Its:ManagerLena Shumway
CityClerk
Date:
By:
Jonas Pilkauskas
Chief Executive Officer,
Secretary,and Chief Financial
Ofifcer
[END OF SIGNATURES]
Attachments: ExhibitA - Scope of Services
ExhibitB - Schedule of BillingRates
ExhibitC - Insurance Requirements
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EXHIBIT
SCOPE OF SERVICES
Mariners VH LP Page A-1
SCOPE OF SERVICES
Objective:
The Cityof Newport Beach ("City")isseekingproposalsfromqualiifedproposersinterestedin providingprofessionalveterinaryservicesto the City.These servicesshallsupportthe City's PoliceDepartment, as wellas the Newport Beach Animal Shelter(NBAS) operationsmanaged by the Police Department.
Contract Term: Five (5)years
Minimum Qualifications:
• At leastfive(5)years of experience with a broad range ofveterinaryprocedures/carefor shelter animals.
• Allow animal controlpersonnel to purchase animal medication under theirveterinary license with MWI Animal Health or other medication providers. o Medication to include controlled substances and euthanasia drugs, including Telazol and Fatal Plus euthanasia solution.
• Experience with municipalanimal controland animal sheltering,including:
o Examining animals seized duringanimal neglectand animal crueltyinvestigations. o The abilityto provide a diagnosis and identifywhether a lack of proper care or mistreatment led to the animal'spresent condition.
o Writing veterinaryreportsfor criminalanimal neglect and animal crueltycases; explainingin lay terms how an animal's mistreatment resultedin itspresent condition.
o Abilitytotestifyincourtand possess qualiifcationstobe declaredan expertwitness inorderto opine on the cause of an animal'scondition.
• Allow animal controlpersonnel toaccess the veterinaryfacilityand providesafe placement of animals outside of normal business hours.
• Be located no more than five(5) miles (measured on a directlineor "as the crow flies") from the Newport Beach Animal Shelter,located at 20282 Riverside Drive, Newport Beach, California92660.
• Be availableduringthe veterinarypractice'sregularbusiness hours foremergency exams. • Certificationby the FelineVeterinaryMedicalAssociation(FelineVMA)fortheCat Friendly CertificateProgram.
• Member of Southern CaliforniaVeterinaryMedical Association(SCVMA). • Allveterinariansprovidingservicesmust possess a currentCaliforniaVeterinarylicense. • Veterinarians,registeredveterinarytechnicians,and other staffmembers possessing knowledge of shelterveterinarymedicine.
• Meet the insurance requirements detailedinthisRFP document. • Selected vendor shallmaintain a Cityof Newport Beach business licenseduringthe term of thisAgreement.
Note thatany unsatisfactoryreferencesor unsatisfactorywork performance withthe City may eliminatethe proposer from furtherconsideration.
Proposers who do not meet the Minimum Qualificationsmay be disqualified.
RFP No. 26-11 17
SCOPE OF SERVICES
Description:
Contractorshallprovidethe followingcare, procedures,or services(atminimum),subjectto change accordingtothe needs ofthe City:
1. Exams
2. Emergency exams
3. Hospitalization
4. Spay/neuter,includingIV catheterand painmedicationto leave a. Felinespay
b. Feline neuter
c. Canine spay
d. Canine neuter
e. Lagomorph spay
f. Lagomorph neuter
5. Administer microchips provided by NBAS
6. Administer vaccines provided by NBAS
7. Administer tattooink afterspays/neuters
8. FeLV/FIV testingforcats
9. 4 DX testingfordogs
10. Radiographs
11. Blood testing
12. Urinalysis
13. Fecal exams
14. Dental procedures, includingtooth extractions
15. Euthanasia
16. Baths/grooming
17. Nail trims
18. Ultrasound exams
19. Echocardiograms
20. K-laser
21. Additionalsurgicalprocedures as agreed to by the City'sPoliceDepartment animal control ofifcers
With the exception of item #21, allservices set forthshallhave a flatratefee.
Services willprimarilybe conducted withthe City'sanimal controlofifcersbringinganimals to the veterinaryfacility;therewillbe no contactwith the publicor "walk-ins"from the generalpublic.
RFP No. 26-11 18
Qualifications and experience of the Proposer:
My name isDr.Megan Whisler,DVM, and Iam theowner,leadveterinarianand medical directorof Mariners Mile Pet Clinic,a full-serviceveterinaryhospitallocatedhere in Newport Beach. Iam expressingour stronginterestincontinuingtopartnerwiththeCityof Newport Beach and the Newport Beach Animal Sheltertoprovidecomprehensive, compassionate,and professionalveterinaryservices.
As a locallyestablishedveterinarypractice,we takeprideinservingthepetsand peopleof thiscommunity. Our clinicisfullyequipped to providehigh-qualitymedical,surgical,and preventivecaretocompanion animals,includingshelterand rescuepetsas we have demonstrated duringthe tenure of our currentalliancewithNewport Beach Animal Shelter and Animal Control.Very recentlyI,Dr Whisler,testiifedincourtregardingan animalabuse case fora patientbrought inafterseizurefrom the owner. Ifeltconifdentthatmy testimony as an expertwitness helped shed lighton the natureofthe abuse directedatan innocent dog. Itwould be an honor to continuesupportingmunicipalanimalcontroland shelteringin thiscapacity.During our offhours we have hosted a forensicveterinarypathologistfor necropsy on a few cases and willcontinueto do so.
Allof our doctors and stafftake prideincaringforthe animals (young or old,healthyor sick, domestic or exotic)of Newport Beach Animal Shelterand Animal Control.We maintaina strongfocus on patientwelfare,publichealth,and collaborationwithanimal controland animal welfare organizations.
Mariners Mile Pet Clinicisdeeply committed to the welfareand well-beingof every pet in our care.We understand the unique needs of shelteranimals and the importance of efficient,compassionate medical management to support successfuladoptionoutcomes.
Our goal isto continueto providetimely,high-qualityveterinarycarewhilemaintaining open communication and a collaborativerelationshipwiththe Newport Beach Animal Shelter team.
Proposers abilityto deploy and provide services as requested:
I,Dr. Megan Whisler,can confirmthatMariners Mile Pet Cliniccan perform allservices requested inthe Scope of Services inthisAgreement. Allitems listedinthe care, procedures,and servicessectionare wellwithinour expertise.Surgery and dentistryare performed dailyat the hospitalinadditionto wellness maintenance and management ofill patientsneeding hospitalization.Inour general practicewe are proud tooffergoldstandard medicine and care. We are able to host a Board certified radiologistin hospitalfor ultrasounds and Board certifiedCardiologistforechocardiograms .We also do routine surgeryand dentistry,as wellas exploratorylaparotomy,gastropexy,some orthopedic surgeries,and more. Exoticcompanion animals welcomed. K-laserisused frequentlyto supportwound healing,post-op incisionhealingand severalotherinflammatoryconditions.
We use one room exclusivelyas a felinefriendlycat dedicated room. With inheritingthis practice,Iwas toldthe practiceisa certiifed"Cat friendlypractice".Irecentlywas made aware the certificationhas not been renewed formany years and have activelystartedthe renewal quest.
The process by which the Citycan requestveterinaryservicesincludes:callingor emailing the officeto schedule and/or reaching out directlyto PracticeManager, Joanna Moore or myself,Dr. Megan Whisler.Billingwillbe provided to Newport Beach Animal Shelter representativeforthe previous month within7 business days ofthe startofthe next month.
Billingwillincludeallinvoicesthathave taken place inthe calendarmonth prior.
EXHIBIT B
SCHEDULE OF BILLING RATES
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EXHIBIT B
SCHEDULE OF BILLING RATES
SERVICE ATE
(DISCOUNTED) COMMENTS
Exams $68.00
Emergency exams $160.00 - Emergency Room
$116.00- Urgent Care
Hospitalization Day 1 - $452.00
Day 2 - $344.00
Day 3+ -$311.20
HalfDay - $228.00
Spay/Neuter, includingIV
catheterand pain
medication to leave
• Feline spay Under 5 years - $276.00 Pets that are in heat, Over 5 years - $327.20 pregnant, or have
pyometra willaccrue
additionalcharges
• Feline neuter Under 5 years - $200.00 Pets that need scrotal Over 5 years - $248.80 ablationor are cryptorchid
(bilateralor unilateral)will
accrue additionalcharges
• Canine spay Under 5 years,<25 Ibs-$517.60 Pets that are in heat, Under 5 years,25-50 Ibs- $559.20 pregnant, or have
Under 5 years,51-100 Ibs- $600.80 pyometra willaccrue
Under 5 years,100+ Ibs- $642.40 additionalcharges
Over 5 years,<25 Ibs- $596.00
Over 5 years,25-50 Ibs- $637.60
Over 5 years,51-100 Ibs- $679.20
Over 5 years, 100+ Ibs- $720.00
• Canine neuter Under 5 years,<25 Ibs- $393.60 Pets that need scrotal Under 5 years,25-50 Ibs- $414.40 ablationor are cryptorchid Under 5 years,51-100 Ibs-$435.20 (bilateralor unilateral)will Under 5 years,100+ Ibs- $484.80 accrue additionalcharges Over 5 years,<25 Ibs- $542.40
Over 5 years,25-50 Ibs- $563.20
Over 5 years,51-100 Ibs-$584.00
Over 5 years,100+ Ibs-$604.80
• Lagomorph spay $ 440.00 Pets that are in heat,
pregnant, or have
pyometra willaccrue
additionalcharges
• Lagomorph neuter $ 320.00 Pets that need scrotal
ablationor are cryptorchid
(bilateralor unilateral)will
accrue additionalcharges
Administer microchips $ 0.00
provided by NBAS
Administer vaccines $ 0.00
provided by NBAS
Administer tattoo ink after $ 7.00 Flatrate(notdiscounted) spays/neuters
FeLV/FIV testingforcats $ 62.08
4 DX testingfordogs $ 37.70
Radiographs $ 321.60 Three views
Blood testing IDEXX - $238.16 Includes urinalysis
In-house - $244.26
Urinalysis IDEXX - $58.40
In-house - $82.80
Fecal exams $82.80
Dental procedures, Procedures, feline- $557.04
includingtooth extractions Procedures, canine <25 Ibs- $557.04 Procedures, canine 25-50 Ibs - $621.32
Procedures, canine 51-100 lbs - $685.58
Procedures, canine 100+ Ibs - $749.86
Extractions,canine/carnassial- $252.82
Extractions,pre-molar/molar- $192.82
Extractions,Incisors(1-2)- $43.05
Extractions,Incisors(3-4)- $81.98
Extractions,Incisors(5-8)-$128.35
Euthanasia 0-35 Ibs - $217.00 Does not include
36+ Ibs - $310.64 cremation
Fractious Pet - $360.00
Baths/grooming Bath, feline- $39.42 Grooming/haircuts are Bath, canine <25 Ibs-$41.13 additional costs
Bath, canine 25-50 Ibs- $47.13
Bath, canine 51-90 Ibs- $51.42
Bath, canine 91-120 Ibs- $59.99
Bath, canine 120+ Ibs- $68.56
Nail trims Feline - $20.70
Canine - $23.20
Ultrasound exams $424.00
Echocardiograms $424.00
K-laser $37.26 Single session
EXHIBIT C
INSURANCE REQUIREMENTS - PROFESSIONAL SERVICES
1. Provisionof Insurance. Without limitingConsultant'sindemnificationof City,and priortocommencement ofWork, Consultantshallobtain,provideand maintainat itsown expense duringthe term of thisAgreement, policiesof insuranceofthe typeand amounts describedbelow and ina form satisfactorytoCity.Consultant agrees to provideinsuranceinaccordance withrequirementssetforthhere. If Consultant uses existingcoverage to comply and that coverage does not meet these requirements,Consultant agrees to amend, supplement or endorse the existingcoverage.
2. Acceptable Insurers.All insurance policiesshall be issued by an insurance company currentlyauthorized by the Insurance Commissioner to transact business of insurance in the State of California,with an assigned policyholders' Rating of A- (or higher)and FinancialSize Category Class VII (or larger)in accordance with the latesteditionof Best's Key Rating Guide, unless otherwise approved by the City'sRisk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits,and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accidentforbodilyinjuryby accidentand each employee forbodilyinjuryby disease in accordance with the laws of the State of California.
Consultant shallsubmit to City,along with the certificateof insurance,a Waiver of Subrogation endorsement infavor of Cityof Newport Beach, its City Council, boards and commissions, ofifcers,agents, volunteers, employees.
B. General LiabilityInsurance. Consultant shall maintain commercial general liabilityinsurance,and ifnecessary excess/umbrellaliabilityinsurance,with coverage at leastas broad as provided by Insurance Services Officeform CG 00 01, in an amount not less than two milliondollars($2,000,000) per occurrence, fourmilliondollars($4,000,000)general aggregate. The policy shallcover liabilityarisingfrom bodilyinjury,propertydamage, completed operations,personal and advertisinginjury,and liabilityassumed under an insuredcontract(includingthe tortliabilityofanother assumed ina business contract).
Consultant shall submit to City, along with a certificateof insurance, additionalcoverage as statedinSection 4. Other Insurance Requirements.
C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodilyinjuryand propertydamage forallactivitiesof Consultant Mariners VH LP Page C-1
arising out of or in connection with Work to be performed under this Agreement, includingcoverage forany owned, hired,non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limiteach accident.
Consultant shall submit to City, along with a certificateof insurance, additionalcoverage as stated inSection 4. Other Insurance Requirements.
D. Professional Liability(Errors & Omissions) Insurance. Consultant shall maintain professional liabilityinsurance that covers the Services to be performed in connection with thisAgreement, inthe minimum amount of two milliondollars ($2,000,000) per claim and four million dollars ($4,000,000)inthe aggregate. Any policyinceptiondate, continuitydate, or retroactive date must be before the Effective Date of thisAgreement and Consultantagrees to maintaincontinuouscoverage through a period no less than three years aftercompletion of the Services required by this Agreement.
E. Excess/Umbrella LiabilityInsurance.Ifany Excess or Umbrella Liability policiesare used to meet the limitsof liabilityrequiredby thiscontract,then said policiesshallbe "followingform" of the underlyingpolicy coverage, terms, conditions,and provisions and shall meet allof the insurance requirements stated in this contract,including,but not limited to, the additionalinsuredand primary& non-contributoryinsurance requirements stated herein.No insurance policiesmaintained by the City, whether primaryor excess, and which alsoapply to a losscovered hereunder, shall be called upon to contributeto a loss untilthe Consultant's primary and excess/umbrella liabilitypoliciesare exhausted.
Consultant shall submit to City,along with a certificateof insurance, additionalcoverage as stated inSection 4. Other Insurance Requirements.
4. Other Insurance Requirements. The policiesare to contain, or be endorsed to contain,the followingprovisions:
A. Waiver of Subrogation.Allinsurance coverage maintained or procured pursuant to thisAgreement shallbe endorsed to waive subrogation against Cityof Newport Beach, itsCityCouncil,boards and commissions, officers, agents,volunteersand employees or shallspeciifcallyallow Consultant or othersprovidinginsuranceevidence incompliance withthese requirements to waive theirrightof recovery priorto a loss.Consultant hereby waives its own rightof recoveryagainstCity,and shallrequiresimilarwrittenexpress waivers from each of itssubconsultants.
B. AdditionalInsured Status.All liabilitypoliciesincludinggeneral liability, excess/umbrella liability,pollutionliability,and automobile liability,if required,butnotincludingprofessionalliability,shallprovide or be endorsed to provide that City of Newport Beach, itsCity Council, boards and MarinersVH LP Page C-2
commissions, officers,agents,volunteersand employees shallbe included as insureds under such policies.
C. Primary and Non Contributory.Allliabilitycoverage shallapply on a primary basisand shallnotrequirecontributionfrom any insuranceor self-insurance maintained by City.
D. Notice of Cancellation.Allpoliciesshallprovide Citywiththirty(30)calendar days' notice of cancellation(except for nonpayment for which ten (10) calendar days' noticeis required)or nonrenewal of coverage for each requiredcoverage.
E. Subcontractors.Consultant shallbe responsibleforcausing subcontractors to purchase the same types and limitsof insurance incompliance with the terms ofthisAgreement, includingadding the Cityas an additionalinsured, providingprimary and non-contributorycoverage and waiver ofsubrogation to the subcontractor'spolicies.Limitsof liabilityforGeneral Liabilityin an amount not lessthan one milliondollars($1,000,000)per occurrence, two milliondollars($2,000,000) aggregate and ProfessionalLiability(Errors& Omissions) inan amount not lessthan one milliondollars($1,000,000)per claim,two milliondollars($2,000,000)aggregate.
5. AdditionalAgreements Between the Parties.The parties hereby agree to the following:
A. Evidence of Insurance. Consultant shallprovide certificatesof insurance to City as evidence of the insurance coverage required herein,along with a waiver of subrogation endorsement forworkers' compensation and other endorsements as specifiedhereinforeach coverage. Insurance certiifcates and endorsement must be approved by City's Risk Manager priorto commencement of performance. Current certificationof insurance shallbe kept on filewith City at alltimes during the term of thisAgreement. The certiifcatesand endorsements foreach insurance policyshallbe signed by a person authorizedby thatinsurerto bind coverage on itsbehalf.At least fifteen(15) days priorto the expirationof any such policy,evidence of insurance showing that such insurance coverage has been renewed or extended shall be filedwith the City. Ifsuch coverage is cancelled or reduced, Consultant shall,withinten (10)days afterreceiptofwrittennotice of such cancellationor reductionof coverage, filewith the Cityevidence of insurance showing thatthe required insurance has been reinstatedor has been provided through another insurance company or companies. City reserves the rightto require complete, certifiedcopies of all required insurance policies,at any time.
B. City'sRight to Revise Requirements. City reserves the rightat any time during the term of the Agreement to change the amounts and types of insurance requiredby givingConsultant sixty(60) calendar days' advance written notice of such change. If such change results in substantial Mariners VH LP Page C-3
additionalcost to Consultant, City and Consultant may renegotiate Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements withsubcontractorsorotherswithwhom Consultantentersinto contractswithon behalfofCitywillbe submittedto Cityforreview. Failure ofCityto requestcopiesofsuch agreements willnot impose any liabilityon City,or itsemployees.
D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failureon the part of City to inform Consultantof non-compliance with any requirement imposes no additional obligationson Citynordoes itwaive any rightshereunder.
E. Requirements not Limiting.Requirements of specificcoverage featuresor limits contained in this Section are not intended as a limitationon coverage, limitsor otherrequirements,or a waiver of any coverage normallyprovided by any insurance. Specificreferenceto a given coverage featureis for purposes of clarificationonly as itpertainsto a given issue and is not intended by any partyor insured to be allinclusive,or to the exclusionof othercoverage, or a waiver of any type. Ifthe Consultantmaintainshigher limitsthan the minimums shown above, the City requires and shall be entitledto coverage for higher limitsmaintained by the Consultant. Any availableinsurance proceeds in excess of the specifiedminimum limitsof insurance and coverage shallbe availableto the City.
F. Self-insuredRetentions. Any self-insuredretentionsmust be declared to and approved by City.City reserves the rightto requirethat self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance willnot be considered to comply with these requirements unless approved by City.
G. City Remedies for Non-Compliance. IfConsultant or any subconsultant fails to provideand maintaininsurance as requiredherein,then Cityshallhave the rightbut notthe obligation,topurchase such insurance,toterminatethis Agreement, or to suspend Consultant's rightto proceed untilproper evidence of insurance isprovided. Any amounts paid by Cityshall,atCity's soleoption,be deducted from amounts payable toConsultantor reimbursed by Consultant upon demand.
H. Timely Notice of Claims. Consultant shallgive Cityprompt and timelynotice of claims made or suits institutedthat arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liabilitypolicies.City assumes no obligationor liabilityby such notice,but has the right(butnot the duty)to monitorthe handlingofany such claimor claimsifthey are likelyto involve City.
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Consultant's Insurance. Consultant shallalso procure and maintain,at its own cost and expense, any additionalkinds of insurance,which initsown judgment may be necessary foritsproperprotectionand prosecutionofthe Work.
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