ANNUAL CONTRACT VETERINARY SERVICES FOR
THE VISALIA AMIMAL CARE CENTER (VACC)
City of Visalia RFP No. 22-23-49
This Agreement, entered into and effective this _______ day of __________, 2023, by and between the City of Visalia, hereinafter referred to as the “CITY”, and Dr. Janice H Breech, DVM hereinafter referred to as the “CONTRACTOR”, “VENDOR”, “BIDDER”, or “SUBRECIPIENT”.
R E C I T A L S
WHEREAS, VENDOR is a corporation with a primary business address of 19361-A Avenue 300, Exeter, CA 93221 and SSN or EIN: XXX-XX-XXXX; and WHEREAS, CITY is a municipal corporation and Charter Law City; and WHEREAS, CITY desires veterinary services as evidenced by RFP No. 22-23-49 Annual Contract for Veterinary Services for the Visalia Animal Care Center (VACC); and WHEREAS, City of Visalia reviewed and evaluated responses to the Proposal and determined to award a contract to CONSULTANT for Veterinary Services for the Visalia Animal Care Center (VACC); and WHEREAS, CONSULTANT represents it is licensed, qualified and willing to provide the services requested pursuant to terms and conditions of this Agreement.
NOW, THEREFORE, CITY and CONSULTANT agree as follows:
TERM:
The term of this Agreement shall commence on the Effective Date and expire upon completion of all obligations of the parties, unless earlier terminated by the parties. The initial contract term shall be for a one-year period and shall, at the City’s option and with the consent of the CONSULTANT, be extended four (4) additional one-year periods. CITY will be presumed to request renewal unless the CITY delivers a written notice of non-renewal to the CONSULTANT a minimum of thirty (30) days prior to the renewal date. If the CONSULTANT elects not to consent to renewal by the CITY, then they must provide the CITY Project Manager with written notice of non-renewal at least ninety (90) days prior to the renewal date. Additionally, this Agreement may be terminated for convenience by the CITY, in whole or in part, by giving the CONSULTANT thirty (30) days’ written notice of the intent to terminate whenever the City determines that termination is in the best interest of the City. In the event of termination or expiration of this Agreement, CONSULTANT shall transfer to CITY any funds and/or accounts receivable on hand attributable to the use of CITY funds.
ATTACHMENTS INCORPORATED:
The following are attachments for this Agreement. Said attachments are incorporated into this Agreement as if included in full in the body:
ATTACHMENT NO.
DESCRIPTION OF ATTACHMENT
Attachment 1
General Contract Provisions
Attachment 2
Insurance Requirements
Attachment 3
City of Visalia RFP 22-23-49 Annual Contract for Veterinary Services for the Visalia Animal Care Center (VACC) Attachment 4
Vendor’s proposal in response to RFP No. 22-23-49
VENDOR SCOPE OF SERVICES and COMMITMENTS*:
CONTRACTOR shall provide the following services for the stated compensation (“Scope of Services”):
The CONSULTANT agrees to perform all work necessary to complete in a manner satisfactory to the CITY those tasks described in RFP 22-23-49, for the cost identified in Attachment 4.
Additional Services: Incidental work related to the PROJECT and not described in RFP 22-23-49, may be needed during the performance of this Agreement. The CONSULTANT agrees to provide any and all additional services at the rates identified in Attachment 4 - Schedule of Fees for Professional Services. Such additional services shall not be performed by CONSULTANT without the written consent of CITY.
CITY COMMITMENTS:
CITY shall perform the following tasks on or before the stated completion dates:
TASK
COMPLETION DATE
Pay Consultant as work is completed and invoiced
As requested by Consultant
COMPENSATION:
CITY shall pay CONSULTANT compensation for services requested; however, CITY shall not pay more than the following amount under this Agreement, unless otherwise agreed in writing. Such sum shall be expended and paid by CITY on a reimbursement basis for services actually performed based on the monthly report and similar documents presented by CONSULTANT to CITY. The CONSULTANT shall be paid no later than thirty (30) days following submission of a written, verified billing to the CITY. Said billing shall include the percentage of each task completed to date and since the date of the preceding billing, if any.
Total Compensation:
Monthly Service: $ 1500
Additional Rates: $100
Source of Funds:
Local Funds
Payment Schedule:
As invoices are received
6. CONTRACT PRICE ADJUSTMENTS:
All prices quoted in response to this Invitation to Bid shall be firm and fixed for twelve (12) months from the annual anniversary date of the agreement. In order to protect the interests of the City and to give the vendor a reasonable basis for bidding, a price adjustment feature is hereby incorporated into the specifications. Prices bid by vendor may be adjusted annually at time of contract renewal and upon mutual agreement of the parties to the contract to allow for price increases or decreases for labor and benefit rates, supplies and materials.
It will be the responsibility of the contractor to request a price adjustment and to provide all documentation necessary. The request for price adjustment must be submitted to the project manager in writing a minimum of thirty (30) but no sooner than ninety (90) calendar days prior to the annual anniversary date of the agreement. Requests filed after this time period will not be considered.
The unit prices for the ensuing contracts shall be based on the movement of the unadjusted figures of the U.S. Bureau of Labor Statistics, Consumer Price Index (CPI) for All Urban Consumers (CPI-U) U.S. City Average, All Items. The contract unit prices may be changed in an amount equal to the percentage of movement for the most recent twelve-month period.
In no instance shall the annual price increase exceed 5%. The contract unit price changes as a result of this formula shall be binding on the CONSULTANT for the subsequent contract year. The adjustment of the unit bid price shall not be retroactive and shall apply only to changes incurred after approval.
7. EXECUTIVE ORDER N-6-22 – RUSSIA SANCTIONS On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering into any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.
IN WITNESS WHEREOF, this Agreement is executed on the day and year first above written.
CONSULTANT
Dated: ___________________ By:_______________________________________________ Authorized Officer: I certify under penalty of perjury under the laws of the State of California that I am fully authorized to execute this Agreement for CONSULTANT in the capacity I have stated, and that such execution is sufficient to bind the CONSULTANT.
CITY OF VISALIA
Dated: ____________________ By:_______________________________________________ City Manager
Dated: ____________________ By:_______________________________________________ City Attorney
Dated: ____________________ By:______________________________________________ City of Visalia Risk Manager
Dated: ____________________ By:______________________________________________ City of Visalia Project Manager
ATTACHMENT C-1
General Contract Provisions
Successors and Assigns: This Agreement shall be binding upon and shall inure to the benefit of any successors to or assigns of the parties.
Prohibition of Assignment: Neither party shall assign, delegate or transfer their rights and duties in this Agreement without the written consent of the other party.
Notices: Notice shall be sufficient hereunder if personally served upon the City Clerk of the CITY or an officer or principal of the CONTRACTOR, or if sent via the United States Postal Service, postage prepaid, addressed as follows:
CITY OF VISALIA Dr. Janice H. Breech, DVM
707 W. Acequia Ave. 19361-A Avenue 300
Visalia, CA 93291 Exeter, CA 93221
Attention: City Clerk
Independent Contractor: It is understood and agreed by the parties herein that CONTRACTOR, in the performance of this Agreement, shall act as an independent contractor, and therefore shall obtain no rights to any fringe benefits that accrue to regular full-time CITY employees.
Jurisdiction/Venue/Waiver Of Removal: This Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be in California. Any action brought to interpret or enforce this Agreement, or any of the terms or conditions hereof, shall be brought in Tulare County, California. The CONTRACTOR hereby expressly waives any right to remove any action to a county other than Tulare County as permitted pursuant to Section 394 of the California Code of Civil Procedure.
Integration/Modification: This Agreement and each of the documents and exhibits or attachments referenced herein, which are incorporated by reference, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by the parties, unless otherwise explicitly authorized.
Conflict With Law: If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said law, but the remainder of the Agreement shall be in full force and effect.
Indemnification: The CONSULTANT waives any and all claims and recourse against the CITY, including the right of contribution of loss or damage to person or property arising from, growing out of, or in any way connected with or incidental to the CONSULTANT’s performance of this Agreement, except claims arising from the concurrent or sole negligence of the CITY or its officers, agents or employees. The CONSULTANT will indemnify, hold harmless, and defend (at CITY’s option) the CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of the CONSULTANT’s performance of this Agreement except for liability arising out of the concurrent or sole negligence of the CITY or its officers, agents, or employees.
Guarantees and Warranties:
1. IN GENERAL: All guarantees and warranties specifically called for by the specifications and/or this Agreement shall expressly run to the benefit of the CITY.
2. ONE YEAR GUARANTEE: Besides guarantees required elsewhere, CONSULTANT shall and hereby does guarantee the project work for a period of one year after the date of acceptance by CITY.
3. WARRANTIES: Warranties required by the Invitation to Bid or this Agreement shall commence on the date of acceptance of the work by CITY, unless otherwise provided in a Certificate of Substantial Completion.
CONSULTANT warrants that the materials and equipment furnished under the Agreement will be new and of recent manufacturer unless otherwise specified, and that all work will be of good quality, free from faults and defects, and in conformance with the Agreement. Work that does not conform may be considered defective. This warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the CONSULTANT, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage.
CONSULTANT warrants that title to all work covered by an application for payment will pass to the CITY either by incorporation in the construction or upon the receipt of payment by the CONSULTANT, whichever occurs first, free and clear of all liens.
CONSULTANT warrants and guarantees that title to all work, materials, and equipment covered by any application for payment, whether incorporated in the project or not, will pass to CITY no later than the time of payment free and clear of all liens.
No materials or supplies for the project shall be purchased by the CONSULTANT or SUBCONTRACTOR subject to any mortgage or under a condition of sale contract or other agreement by which an interest is retained by the seller. CONSULTANT warrants that it has good title to all materials and supplies used by it in the project, free from all liens.
CONTRACTOR shall indemnify and hold CITY harmless from all claims growing out of the lawful demands of SUBCONTRACTORS, laborers, workers, mechanics, material persons, and furnishers of machinery and parts thereof, equipment, power tools, and all supplies, incurred in furtherance of the performance of this Agreement. CONTRACTOR shall, at CITY’s request, furnish satisfactory evidence that all obligations of the nature here and above designated have been paid, discharged, or waived. If CONTRACTOR fails to do so, then CITY may, after having served written notice on the CONTRACTOR, either pay directly unpaid bills, of which the CITY has written notice, or withhold from the CONTRACTOR’s unpaid compensation a sum of money deemed reasonably sufficient to pay any and all such lawful claims until satisfactory evidence is furnished that all liabilities have been fully discharged where upon payment to the CONTRACTOR shall be resumed, in accordance of the terms of this Agreement, but in no event shall the provisions of this sentence be construed to impose any obligations on the CITY to either the CONTRACTOR or its surety. In paying any unpaid bills of the CONTRACTOR, the CITY shall be deemed the agent of the CONTRACTOR and any payment so made by the CITY shall be considered as payment made under the contract by the CITY to the CONTRACTOR and the CITY shall not be liable to the CONTRACTOR for any such payments made in good faith.
Any defective work that is either corrected or replaced shall be warrantied and guaranteed for a period of one year from the date of such correction or replacement.
J. Attorney’s Fees: In the event either party commences any action, arbitration or legal proceedings for the enforcement of this Agreement, the prevailing party, as determined by the court or arbitrator, shall be entitled to recovery of its attorney’s fees and court costs incurred in the action brought thereon.
K. Headings: Section headings are provided for organizational purposes only and do not in any manner affect the scope or intent of the provisions thereunder.
L. Firearms Prohibited: Guns may not be carried by contractors /vendors/consultants while working on City of Visalia premises without the expressed written approval of a City of Visalia Department Head, or an exemption in the contract. If a contractor/ vendor/consultant is caught carrying a gun, without City permission, their contract will be terminated.
ATTACHMENT C-2
Insurance Requirements
CONSULTANT Insurance. CONSULTANT, at its sole cost and expense, for the full term of this Agreement (and any extensions thereof), shall obtain and maintain at a minimum compliance with all of the following insurance coverage(s) and requirements. Such insurance coverage shall be primary coverage as respects CITY and any insurance or self-insurance maintained by CITY shall be in excess of CONSULTANT’s insurance coverage and shall not contribute to it.
Subcontractor(s’) Insurance. If CONSULTANT utilizes one or more subcontractors in the performance of this Agreement, CONSULTANT shall obtain and maintain independent insurance as to each subcontractor or otherwise provide evidence of insurance coverage for each subcontractor equivalent to that required of CONSULTANT.
Types of Insurance and Minimum Limits. The following types of insurance and minimum limits are required providing at least the following minimum coverage and limits of liability:
Worker’s Compensation written in accordance with the laws of the State of California providing coverage for any and all employees of CONTRACTOR in the minimum statutorily required coverage amounts.
Automobile Liability Insurance for each of CONSULTANT’s vehicles used in the performance of this Agreement, including owned, non-owned (e.g. owned by CONSULTANT’s employees or contractors), leased or hired vehicles, in the minimum amount of $1,000,000 combined single limit per occurrence for bodily injury and property damage.
Comprehensive or Commercial General Liability Insurance coverage in the minimum amount of $1,000,000 combined single limit, including coverage for:
bodily injury
personal injury
broad form property damage
contractual liability
cross-liability
products and completed operations liability
d. Professional Liability Insurance coverage in an amount not less than One Million Dollars ($1,000,000).
4. Other Insurance Provisions. If any insurance coverage required in this Agreement is provided on a “Claims Made” rather than “Occurrence” form, CONSULTANT agrees to maintain the required coverage for a period of three (3) years after the expiration of this Agreement (hereinafter “post agreement coverage”) and any extensions thereof. CONSULTANT may maintain the required post agreement coverage by renewal or purchase of prior acts or tail coverage. This provision is contingent upon post agreement coverage being both available and reasonably affordable in relation to the coverage provided during the term of this Agreement. For purposes of interpreting this requirement, a cost not exceeding 100% of the last annual policy premium during the term of this Agreement in order to purchase prior acts or tail coverage for post agreement coverage shall be deemed to be reasonable.
5. Endorsements.
All required Automobile and Comprehensive or Commercial General Liability Insurance shall be endorsed to contain the following clauses:
The City of Visalia, its officers, agents, employees, representatives, and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City of Visalia.
It is agreed that any insurance maintained by the City of Visalia shall apply in excess of and not contribute with insurance provided by this policy.
This insurance shall not be canceled, limited in scope or coverage, or non-renewed until after thirty (30) days prior written notice has been given to the City Clerk, City of Visalia, 707 W. Acequia, Visalia, CA, 93291
6. Proof of Coverage.
CONSULTANT agrees to provide its insurance broker(s) with a full copy of these insurance provisions and provide CITY on or before the effective date of this Agreement with Certificate(s) of Insurance for all required coverages. Copies of all the required Endorsements shall be attached to the Certificate(s) of Insurance or other evidence of insurance acceptable to the City of Visalia, which shall be provided by CONSULTANT’s insurance company as evidence of the stipulated coverages. This Proof of Coverage shall then be mailed to the City of Visalia at the following address:
City of Visalia
707 W. Acequia
Visalia, CA 93291
Attn: Purchasing Division