HomeMy WebLinkAbout2010/02/02 Item 6
CITY COUNCIL
AGENDA STATEMENT
'~~rOi'~,%, .'
~(f? CITY OF
~ (HUlA VISTA
FEBRUARY 2, 2010, Item~
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CHULA VISTA APPROVING AN AGREEMENT WITH
DR. DOROTHY DAVIDSON-YORK, DVM FOR
VETERINARY PREMISE PERMIT AND VETERINARY
SERVICES
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CHULA VISTA AMENDING AN AGREEMENT WITH
DR. VANESSA FLORES, VMD FOR ON-SITE RELIEF
VETERINARY SERVICES AT THE CHULA VISTA
ANIMAL CARE FACILITY
SUBMITTED BY: ANIMAL CARE FACIUTY MANAGE~
REVIEWED BY: CITY MANAGER <7t:lf-
ASSISTANT CITY~1ANAGER 5l
4/STHS VOTE: YES D NO 0
SUMMARY
Adoption of the first resolution approves an agreement with Dr. Dorothy Davidson-York
DVM to provide the California Veterinary Premise Permit for the Animal Care Facility
and on-site veterinary services Monday through Wednesday. The second resolution
approves an agreement with Dr. Vanessa Flores, VMD for the provision of on-site
veterinary services for the remaining weekdays as well as relief veterinarian services as
needed by the Animal Care Facility.
RECOMMENDA nON
City Council approve the resolutions.
BOARDS/COMMISSION RECOMMENDA nON
Not Applicable
6-1
FEBRUARY 2, 2010, 1tem~
Page 2 of 2
DISCUSSION
A Veterinary Premise Permit is required by the State of California in order for the City to
continue to operate the Animal Care Facility and provide basic medical services to the
animals at the shelter. In order to secure such a permit, a licensed veterinarian needs to
place their name and license on our permit. The agreement with Dr. Dorothy Davidson-
York, DVM will enable the City to satisfy this requirement. Dr. York will also provide
on-site veterinarian services to the shelter Monday-Wednesday.
The agreement with Dr. York became effective July I, 2009 with an option to
administratively extend on an annual basis for up to an additional 3 years. Originally
staff expected Dr. York to become a relief vet in January 20 I 0, however now that she is
going to remain the licensing vet, her contract amount needs to be increased above
$50,000.
The cost to retain the Veterinary Premise Permit and Dr. York's veterinary services is
$97,550.00 for a full fiscal year (July I, 2009-June 30, 2010).
The agreement with Dr. Vanessa Flores, VMD will provide for on-site veterinary services
on the remaining weekdays as well as relief service when Dr. York is not available. The
agreement with Dr. Flores became effective July I, 2009 with an option to
administratively extend the agreement on an annual basis for up to an additional 3 years.
The original agreement was for $40,000 but we arc increasing the amount to $95,000 and
now requires approval because the an:lOunt will exceed $50,000. The additional amount
is necessary to provide for services through the end of the fiscal year.
This veterinarian team will enable the City to provide services in accordance with State
and Federal Drug Enforcement Agency regulations related to the care and treatment of
animals.
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is
not site specific and consequently the 500 foot rule found in California Code of
Regulations section I 8704.2(a)(1) is not applicable to this decision.
CURRENT YEAR FISCAL IMP ACT
Approval of the resolution results in no net impact to the General Fund. These funds are
currently budgeted in the Animal Care Facility budget for fiscal year 2009-10.
ONGOING FISCAL IMPACT
There is no ongoing fiscal impact to the General Fund resulting from approval of this
resolution.
A TT ACl-IMENTS
1. Agreement for Dr. Yark
2. Agreement for Dr. Flores
Prepared by: Mariya G. Anton, Animal Care Facility Manager, Animal Care Facility
6-2
Parties and Recital Pages
Agreement between
City of Chula Vista
and
Dr. Dorothy Davidson- York, DVM, MPVM
for Licensing and Veterinarian Services at the Chula Vista Animal Care Facility
This agreement ("Agreement"), dated February 18, 2009 for the purposes of reference only,
and effective as of the date last executed W1less another date is otherwise specified in Exhibit A,
Paragraph 1, is between the City-related entity as is indicated on Exhibit A, Paragraph 2, as such
("City"), whose business form is set forth on Exhibit A, Paragraph 3, and the entity indicated on
the attached Exhibit A, Paragraph 4, as Contractor, whose business form is set forth on
Exhibit A, Paragraph 5, and whose place of business and telephone numbers are set forth on
Exhibit A, Paragraph 6 ("Contractor"), and is made with reference to the following facts:
Recitals
Whereas, City owns and operates the Chula Vista Animal Care Facility, a municipal animal
care facility (the "Facility"; and,
Whereas, the State of California requires all municipal animal shelters to retain a Veterinary
Premise License; and,
Whereas, the current licensing veterinarian, Dr. Ginny Bischel, agreed to place her name on
the State Veterinary Premise License for the Facility until an alternate could be identified; and,
Whereas Dr. Dorothy Davidson- York, DVM, MPVM, has agreed to place her name on the
State Veterinary Premise License for the Facility, as well as providing DEA licensing and
general veterinary support until a long-term solution can be identified; and,
Whereas, Contractor warrants and represents that they are experienced and staffed in a
manner such that they are and can prepare and deliver the services required of Contractor to City
within the time frames herein provided all in accordance with the terms and conditions of this
Agreement;
(End of Recitals. Next Page starts Obligatory Provisions.)
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6-3
Obligatory Provisions Pages
NOW, THEREFORE, BE IT RESOLVED that the City and Contractor do hereby mutually
agree as follows:
1. Contractor's Duties
A General Duties
Contractor shall perform all of the services described on the attached Exhibit A, Paragraph 7,
entitled "General Duties'~; and,
B. Scope of Work and Schedule
In the process of performing and delivering said "General Duties", Contractor shall also
perform all of the services described in Exhibit A, Paragraph 8, entitled "Scope of Work and
Schedule", not inconsistent with the General Duties, according to, and within the time frames set
forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit
A, Paragraph 8, within the time frames set forth therein, time being of the essence of this
agreement. The General Duties and the work and deliverables required in the Scope of Work and
Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined
Services by the times indicated does not, except at the option ofthe City, operate to terminate
this Agreement.
C. Reductions in Scope of Work
City may independently, or upon request from Contractor, from time to time reduce the
Defincd Services to be performed by the Contractor under this Agreement. Upon doing so, City
and Contractor agree to meet in good faith and confer for the purpose of negotiating a
corresponding reduction in the compensation associated with said reduction.
D. Additional Services
In addition to performing the Defined Services herein set forth, City may require Contractor
to perform additional consulting services related to the Defined Services ("Additional Services"),
and upon doing so in ",Titing, if they are within the scope of services offered by Contractor,
Contractor shall perform same on a time and materials basis at the rates set forth in the "Rate
Schedule" in Exhibit A, Paragraph I O(C), unless a separate fixed fee is otherwise agreed upon.
All compensation for Additional Services shall be paid monthly as billed.
E. Standard of Care
Contractor, in performing any Services under this agreement, whether Defined Services or
Additional Services, shall perform in a manner consistent with that level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions
and in similar locations.
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F. Insurance
Contractor must procure insurance against claims for injuries to persons or damages to
property that may arise from or in connection with the performance of the work under the
contract and the results of that work by the Contractor, rus agents, representatives, employees or
subcontractors and provide documentation of same prior to commencement of work. The
insurance must be maintained for the duration of the contract.
Minimum Scope of Insurance
Professional Liability or Errors & Omissions Liability insurance appropriate to the
Contractor's profession. Architects' and Engineers' coverage is to be endorsed to include
contractual liability.
Minimum Limits of Insurance
Contractor must
maintain limits no less than:
1. Professional Liability or
Errors & Omissions
Liability:
$1,000,000 each occurrence
Deductiblcs and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At
the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured
retentions as they pertain to the City, its officers, officials, employees and volunteers; or the
Contractor will provide a financial guarantee satisfactory to the City guaranteeing payment of
losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
(A) The insurance policy required by this clause must be endorsed to state that coverage
will not be canceled by either party, except after thirty (30) days' prior written notice to
the City by certified mail, return receipt requested.
B. If Professional or Errors & Omissions coverage are written on a claims-made form:
(I) The "Retro Date" must.be shown, and must be before the date of the contract or the
beginning of the contract work.
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(2) Insurance must be maintained and evidence of insurance must be provided for at least
five (I) year after completion of the contract work.
(3) A copy of the claims reporting requirements must be submitted to the City for review.
Acceptability of Insurers
Insurance is to be placed with licensed insurers admitted to transact business in the State of
California with a current A.M. Best's rating of no less than A V.lfinsurance is placed with a
surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus
Lines Insurers CLESLl") with a current A.M. Best's rating of no less than A X. Exception may
be made for the State Compensation Fund when not specifically rated.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements
effecting coverage required by this clause. The endorsements should be on insurance industry
forms, provided those endorsements or policies conform to the contract requirements. All
certificates and endorsements are to be received and approved by the City before work ,
commences. The City reserves the right to require, at any time, complete, certified copies of all
required insurance policies, including endorsements evidencing the coverage required by these
specifications.
H. Business License
Contractor agrees to obtain a business license from the City and to otherwise comply with
Title 5 of the Chula Vista Municipal Code.
2, Duties of the City
A. Consultation and Cooperation
City shall regularly consult the Contractor for the purpose of reviewing the progress of the
Defined Services and Schedule therein contained, and to provide direction and guidance to
achieve the objectives of this agreement. The City shall permit access to its office facilities, files
and records by Conlractor throughout the term of the agreement. In addition thereto, City agrees
to provide the information, data, items and materials set forth on Exhibit A, Paragraph 9, and
with the further understanding that delay in the provision of these materials beyond thirty (30)
days after authorization to proceed, shall constitute a basis for the justifiable delay in the
Contractor's performance of this agreement.
B. Compensation
Upon receipt of a properly prepared billing from Contractor submitted to the City
periodically as indicated in Exhibit A, Paragraph 17, but in no event more frequently than
monthly, on the day of the period indicated in Exhibit A, Paragraph 17, City shall compensate
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Contractor for all services rendered by Contractor according to the terms and conditions set forth
in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a
"checkmark" next to the appropriate arrangement, subject to the requirements for retention set
forth in Paragraph 18 of Exhibit A, and shall compensate Contractor for out of pocket expenses
as provided in Exhibit A, Paragraph] 1.
All billings submitted by Contractor shall contain sufficient information as to the propriety of
the billing to permit the City to evaluate that the amount due and payable thereunder is proper,
and shall specifically contain the City's account number indicated on Exhibit A, Paragraph] 7(C)
to he charged upon making such payment.
3. Administration of Contract
Each party designates the individuals ("Contract Administrators") indicated on Exhibit A,
Paragraph 12, as said party's contract administrator who is authorized by said party to represent
them in the routine administration of this agreement.
4. Term
This term of this Agreement shall be one year. However, the Parties can agree to extend the
term of this Agreement for an additional three one-year terms upon written approval by the City
Manager. ]fthe term of this Agreement is not extended, it shall terminate on February ]8,2010.
5. Liquidated Damages
The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A,
Paragraph 13.
It is acknowledged by both parties that time is of the essence in the completion of this
Agreement. 11 is difficult to estimate the amount of damages resulting from delay in
performance. The parties have used their judgment to arrive at a reasonable an10unt to
compensate for delay.
Failure to complete the Defined Services ,vithin the allotted time period specified in this
Agreement shall result in the following penalty: For each consecutive calendar day in excess of
the time specified for the completion of the respective work assignment or Deliverable, the
Contractor shall pay to the City, or have withheld from monies due, the sum of Liquidated
Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidated Damages Rate").
Time extensions for delays beyond the Contractor's control, other than delays caused by the
City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the
expiration of the specified time. Extensions of time, when granted, will be based upon the effect
of delays to the work and will not be granted for delays to minor portions of work unless it can
be sho\\'J1 that such delays did or will delay the progress ofthe work.
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6. Financial Interests of Contractor
A. Contractor is Designated as an FPPC Filer
If Contractor is designated on Exhibit A, Paragraph 14, as an "FPPC filer", Contractor is
deemed to be a "Contractor" for the purposes of the Political Reform Act conflict of interest and
disclosure provisions, and shall report economic interests to the City Clerk on the required
Statement of Economic Interests in such reporting categories as are specified in Paragraph 1 4 of
Exhibit A, or if mme are specified, then as determined by the City Attorney.
B. Decline to Participate
Regardless of whether Contractor is designated as an FPPC Filer, Contractor shall not make,
or participate in making or in any way attempt to use Contractor's position to influence a
governmental decision in which Contractor knows or has reason to know Contractor has a
fmancial interest other than the compensation promised by this Agreement.
C. Search to Detemline Economic lnterests
Regardless of whether Contractor is designated as an FPPC Filer, Contractor warrants and
represents that Contractor has diligently conducted a search and inventory of Contractor's
economic interests, as the term is used in the regulations promulgated by the Fair Political
Practices Commission, and has determined that Contractor does not, to the best of Contractor's
knowledge, have an economic interest which would conflict with Contractor's duties under this
agreement.
D. Promise Not to Acquire Conflicting Interests
Regardless of whether Contractor is designated as an FPPC Filer, Contractor further warrants
and represents that Contractor will not acquire, obtain, or assume an economic interest during the
term of this Agreement which would constitute a conflict of interest as prohibited by the Fair
Political Practices Act.
E. Duty to Advise of Conflicting Interests
Regardless of whether Contractor is designated as an FPPC Filer, Contractor further warrants
and represents that Contractor will immediately advise the City Attorney of City if Contractor.
learns of an economic interest of Contractor's that may result in a conflict of interest for the
purpose of the Fair Political Practices Act, and regulations promulgated thereunder.
F. Specific Warranties Against Economic Interests
Contractor warrants and represents that neither Contractor, nor Contractor's immediate
family members, nor Contractor's employees or agents ("Contractor Associates") presently have
any interest, directly or indirectly, whatsoever in any property which may be the subject matter
of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of
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any property which may be the subject matter ofthe Defined Services, ("Prohibited Interest"),
other than as listed in Exhibit A, Paragraph 14,
Contractor further warrants and represents that nO promise of future employment,
remuneration, consideration, gratuity or other reward or gain has been made to Contractor or
Contractor Associates in connection with Contractor's performance ofthis Agreement
Contractor promises to advise City of any such promise that may be made during the Term of
this Agreement, or for twelve months thereafter.
Contractor agrees that Contractor Associates shall not acquire any such Prohibited Interest
within the Term of this Agreement, or for twelve months after the expiration of this Agreement,
except with the written permission of City.
Contractor may not conduct or solicit any business for any party to this Agreement,'or for
any third party that may be in conflict with Contractor's responsibilities under this Agreement,
except with the written permission of City,
7. Hold Harmless
Contractor shall defend, indemnify, protect and hold harmless the City, its elected and
appointed officers and employees, from and against all claims for damages, liability, cost and
expense (including without limitation attorneys fees) arising out of or alleged by third parties to
be the result of the negligent acts, errors or omissions or the willful misconduct ofthe
Contractor, and Contractor's employees, subcontractors or other persons, agencies or firms for
whom Contractor is legally responsible in connection with the execution of the work covered by
this Agreement, except only for those claims, damages, liability, costs and expenses (including
without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of
the City, its officers, employees, Also covered is liability arising from. connected with, caused
by or claimed to be caused by the active or passive negligent acts or omissions of the City, its
agents, officers, or employees which may be in combination with the active or passive negligent
acts or omissions ufthe Contractor, its employees, agents or officers, or any third party.
With respect to losses arising from Contractor's professional errors or omissions, Contractor
shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers
and employees, from and against all claims for danmges, liability, cost and expense (including
without limitation attorneys fees) except for those claims arising from the negligence or willful
misconduct of City, its officers or employees.
Contractor's indemnification shall include any and all costs. expenses, attorneys fees and
liability incurred by the City, its officers, agents or employees in defending against such claims,
whether the same proceed to judgment or not. Contractor's obligations under this Section shall
not be limited by any prior or subsequent declaration by the Contractor. Contractor's obligations
under this Section shall survive the termination of this Agreement.
For those professionals who are required to be licensed by the state (e.g, architects. landscape
architects, surveyors and engineers), the following indemnification provisions should be utilized:
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(I) Indemnification and Hold Harmless Agreement
With respect to any liability, including but not limited to claims asserted or costs, losses,
attorney fees, or .payments for injury to any person or property caused or claimed to be causcd by
the acts or omissions of the Contractor, or Contractor's employees, agents, and officers, arising
out of any services performed involving this project, except liability for Professional Services
covered under Section 7.2, the Contractor agrees to defend. indemnify, protect, and hold
hannless the City, its agents, officers, or employees from and against all liability. Also covered is
liability arising from, connected with, caused by, or claimed to be caused by the active or passive
negligent acts or omissions of the City, its agents, officers, or employees which may be in
combination with the active or passive negligent acts or omissions of the Contractor, its
employees, agents or officers, or any third party. The Contractor's duty to indemnify, protect and
hold hamlless shall not include any claims or liabilities arising from the sole negligence or sole
willful misconduct of the City, its agents, officers or employees. This section in no way alters,
affeels or modifies the Contractor's obligation and duties under Section Exhibit A to this
Agreement.
(2) Indcmnification for Professional Services.
As to the Contractor;s professional obligation, work or services involving this Project, the
Contractor agrees to indemnifY, defend and hold harmless the City, its agents, officers and
employees from and against any and all liability, claims, costs, and damages, including but not
limited to, attorneys fees, that arise oufof, or pertain to, or relate to the negligence, recklessness
or willful misconduct of Contractor and its agents in the performance of services under this
agreement, but this indemnity does not apply liability for damages for dcath or bodily injury to
persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or
defects in design by City or the agents, servants, or independent contractors who are directly
responsible to City, or arising from the active negligence of City.
8. Termination of Agreement for Cause
If, through any cause, Contractor shall fail to fulfill in a timely and proper manner
Contractor's obligations under this Agreement, or if Contractor shall violate any ofthe
covenants, agreements or stipulations of this Agreement. City shall have the right to terminate
this Agreement by giving written notice to Contractor of such termination and specifying the
effective date thereof at least five (5) days before the effective date of such termination. In that
event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and
other materials prepared by Contractor shall, at the option of the City, become thc property of the
City. and Contractor shall be entitled to receive just and equitable compensation for any work
satisfactorily completed on such documents and other materials up to the effective date of Notice
of Termination, not to exceed the amounts payable herewlder, and less ariy damages caused City
by Contractor's breach.
9. Errors and Omissions
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In the event that the City Administrator determines that the Contractors' negligence, errors, or
omissions in the performance of work under this Agreement has resulted in expense to City
greater than would have resulted if there were no such negligence, errors, omissions, Contractor
shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended
to limit City's rights under other provisions of this agreement.
10. Termination of Agreement for Convenience of City
City may terminate this Agreement at any time and for any reason, by giving specific written
notice to Contractor of such termination and specifying the effective date thereof, at least thirty
(30) days before the effective date of such termination. In that event, all finished and unfinished
documents and other materials described hereinabove shall, at the option of the City, become
City's sole and exclusive property. If the Agreement is terminated by City as provided in this
paragraph, Contractor shall be entitled to receive just and equitable compensation for any
satisfactory work completed on such documents and other materials to rhe effective date of such
termination. Contractor hereby expressly waives any and all claims for damages or compensation
arising under this Agreement except as set forth herein.
11. Assignability
The services of Contractor are personal to the City, and Contractor shall not assign any
interest in this AS'Teement, and shall not transfer any interest in the same (whether by assignment
or notation), without prior written consent of City. .
City hereby consents to the assignment of the portions of the Defined Services identified in
Exhibit A, Paragraph 16 to the subContractors identified thereat as "Permitted SubContractors".
12. Ownership, Publication, Reproduction and Use of Material
All reports, studies, information, data, statistics, fomls, designs, plans, procedures, systems
and any other materials or properties produced under this Agreement shall be the sole and
exclusive property of City. No such materials or properties produced in whole or in part under
this Agreement shall be subject to private use, copyrights or patent rights by Contractor in the
United States or in any other country without the express written consent of City. No such
materials shall be presented to any party other than the Contract Administrator. City shall have
unrestricted authority to publish, disclose (except as may be limited by the provisions of the
Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any
such reports, studies, data, statistics, forms or other materials or properties produced under this
Agreement. All information gathered by Contractor is to be held confidential and shall not be
used to defame or undennine the City organization or any of its employees.
13. Independent Contractor
City is interested only in the results obtained and Contractor shall perform as an independent
contractor with sole control of the manner and means of performing the services required under
this Agreement. City maintains the right only to reject or accept Contractor's work products.
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Contractor and any of the Contractor's agents, employees or representatives are, for all purposes
under this Agreement, an independent contractor and shall not be deemed to be an employee of
City, and none of them shall be entitled to any benefits to which City employees are entitled
including but not limited to, overtime; retirement benefits, worl.er's compensation benefits,
injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax,
social security tax or any other payroll tax, and Contractor shall be solely responsible for the
payment of same and shall hold the City harmless with regard thereto.
14. Administrative Claims Requirements and Procedures
No suit or arbitration shall be brought arising out ofthis agreement, against the City unless a
claim has first been presented in writing and filed with the City and acted upon by the City in
accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as
same may from time to time be amended, the provisions of which are incorporated by this
reference as if fully set forth herein, and such policies and procedures used by the City in the
implementation of same.
Upon request by City, Contractor shall meet and confer in good faith with City for the
purpose of resolving any dispute over the terms of this Agreement
15. Attorney's Fees
Should a dispute arising out ofthis..Agreement result in litigation, it is a1,'Teed that the
prevailing party shall be entitled to a judgmeot against the other for an amount equal to
reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be
the party who is awarded substantially the relief sought
16. Statement of Costs
In the event that Contractor prepares a report or document, or participates in the preparation
of a report or document in performing the Detlned Services, Contractor shall include, or cause
the inclusion ot~ in said report or document, a statement of the numbers and cost in dollar
amounts of all contracts and subcontracts relating to the preparation of the report or document
17. Miscellaneous
A. Contractor nol authorized to Represent City
Unless specifically authorized in writing by City, Contractor shall have no authority to act as
City's agent to bind City to any contractual agreements whatsoever.
B. Contractor is Real Estale Broker and/or Salesman
If the box on Exhibit A, Paragraph 15 is marked, the Contractor and/or their principals is/are
licensed with the State of California or some other state as a licensed real estate broker or
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salesperson. Otherwise, Contractor represents that neither Contractor, nor their principals are
licensed real estate brokers or salespersons.
C. Notices
All notices, demands or requests provided for or permitted to be given pursuant to this
Agreement must be in writing. All notices, demands and requests to be sent to any party shall be
deemed to have been properly given or served if personally served or deposited in the United
States mail, addressed to such party, postage prepaid, registered or certified, with return receipt
requested, at the addresses identified herein as the places of business for each of the designated
parties.
D. Entire Agreement
This Agreement, together with any other "''Titten document referred to or contemplated
herein, embody the entire Agreement and understanding between the parties relating to the
subject matter hereof. Neither this Agreement nor any provision hereof may be amended,
modified, waived or discharged except by an instrument in writing executed by the party against
which enforcement of such amendment, waiver or discharge is sought.
E. Capacity of Parties
Each signatory and party hereto hereby warrants and represents to the other party that it has
legal authority and capacity and direction from its principal to enter into this Agreement, and that
all resolutions or other actions have been taken so as to enable it to enter into this Agreement.
F. Governing LawNenue
This Agreement shall be govemed by and construed in accordance with the laws of the State
of California. Any action arising under or relating to this Agreement shall be brought only in the
federal or state courts located in San Diego County, State of California, and if applicable, the
City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance
hereunder, shaH be the City of Chula Vista.
(End of page. Next page is signature page.)
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Signature Page
to
Agreement between
City of ChuIa Vista
and
Dr. Dorothy Davidson-York, DVM, MPVM
for Licensing and Veterinary Services at the Chula Vista Animal Care Facility
IN WITNESS WHEREOF, City and Contractor have executed this Agreement thereby
indicating that they have read and understood same, and indicate their full and complete consent
to its terms:
\ q-.l ~,/v<-LJ l7) 2001 City of Chula Vista
Dated:
Attest:
~~ _~ftA.r
Donna Norris, City Clerk
Approved as to form:
~ C:-~J
~
Bart Miesfeld, CitY Attorney
lYil't/7'7
Dated: "2-' (Cf - 0 '1
Dr. Dorothy Davidson- York, DVM. MPVW
By: Mf, ~ :?t\\i\;~"M.1 )crJL
Dr. Dorothy Davidson-York DVM, MPVM '1
Exhibit List to Agreement
( X ) Exhibit A.
Page 12
-
6-14
Exhibit A
to
Agreement between
City ofChula Vista
and
Dr. Dorothy Davidson- York, DVM, MPVM
for Licensing and Veterinary Services at thc Chula Vista Animal Care Facility
1. Effective Date of Agreement: February] 8,1009
2. City-Related Entity:
(X) City ofChula Vista, a municipal chartered corporation of the State of California
( ) Redevelopment Agency of the City ofChuIa Vista, a political subdivision of the State of
California
( ) Industrial Development Authority of the City of Chula Vista. a
( ) Other:
, a [insert business fonn)
("City")
3. Place of Business for City:
City ofChula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Contractor:
Dr. Dorothy Davidson-York, DVM, MPVM
5. Business Form of Contractor:
(X) Sole Proprietorship
( ) Partnership
( ) Corporation
6. Place of Business, Telephone and Fa.x Number of Contractor:
4364 Bonita Rd. #157
Bonita, CA 91910
Voice Phone: (619) 572-4685
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7. General Duties:
Contractor shall serve as the City's Licensee for its Veterinary Premises Permit and DEA
Licensee at the Chula Vista Animal Care Facility and shall work as mutually agreeable to both
parties (Contractor and City) to provide general veterinary services.
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
Contractor services shall include, but are not limited to the following:
(1) Contractor shall allow her veterinary license for the City's Veterinary premises
Permit for the Chula Vista Anima] Care Facility. Contractor agrees to give the
City ninety (90) days written notice of her intent to withdraw her veterinary
license for the Veterinary Premises Permit.
(2) Contractor shall provide DEA Licensing for the Chula Vista Animal Care
Facility. Contractor agrees to give the City ninety (90) days ,,'titten notice of her
intent to withdraw DEA'Licensing for the Facility.
(3) Contractor shall approve the use of any drugs and medications utilized or
purchased for use at the Facility or by staff based at the Facility.
(4) Contractor shall provide general veterinary support as mutually agreeable to
Contractor and City including but not limited to training of staff and other
veterinarians; daily treatment for sick and injured animals; general medical
support for animals; medical procedures using sedation and anesthesia; spay,
neuter and general surgery; vacation relief and telephone support for the medical
team.
B. Date for Commencement of Contractor Services:
(X) Same as Effective Date of Agreement
( ) Other:
C. Dates or Time Limits for Delivery of Deliverables:
Deliverable No.1: Ongoing
A. Date for completion of all Contractor services:
Page 14
6-16
The term of this Agreement is one year. However, the Parties can agree to extend tbe
term of this Agreement for an additional three one-year terms upon "Titten approval by
the City Manager for each successive term. Contractor agrees to give the City ninety (90)
days written notice of her intent to withdraw her veterinary license for the Veterinary
Premises Permit and/or DEA Lieensing for the Facility.
9. Materials Required to be Supplied by City to Contractor:
City will provide medical supplies within its fiscal eapabilities to meet Contractor's
medication recommendations and materials required for surgeries performed by
Contractor.
10. Compensation:
A. ( ) Single Fixed Fee Arrangement for Veterinary Premises Permit and DEA
Licensing for the Facility.
For perforn1ance of all of the Defined Services by Contractor as herein required, City shall
pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set
forth below:
Milestone or Event or Deliverable
Amount or Percent of Fixed Fee
( ) I. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim payment such that. at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City. or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Contractor shall have represented in "Titing that
said percentage of completion of the phase has been performed by the Contractor.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
B. (X) Phased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Contractor as are
separately identified below, City shall pay the fixed fee associated with each phase of Services,
Page 15
6-17
in the amounts and at the times or milestones or Deliverables set forth. Contractor shall not
commence Services under any Phase, and shall not be entitled to the compensation for a Phase,
unless City shall have issued a notice to proceed to Contractor as to said Phase.
Phase Fee for Said Phase
1. January 30, 2009 through February 28, 2009 $ 2,000
2. March 1, 2009 through March 31, 2009 $ 2,000
3. April 1, 2009 through April 30, 2009 $ 2,000
4. May I, 2009 through Mary 31, 2009 $ 2,000
5. June 1,2009 through June 30, 2009 $ 2,000
6. July I, 2009 through July 31, 2009 $ 2,000
7. August 1, 2009 through August 31, 2009 $ 2,000
8. September 1,2009 through September 30,2009 $ 2,000
9. October I, 2009 through October 3], 2009 $ 2,000
10. November], 2009 through November 30, 2009 $ 2,000
11. December 1,2009 through December 31,2009 $ 2,000
12. January 1,2010 through January 30, 2010 $ 2,000
Page 16
6-18
( ) I. Interim Monthly Advances. The City shall mah interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of eaeh phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim payment such that, at the end of
the phase. the full retention has been held back from the compensation duc for that
phase. Percentage of completion of a phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Contractor shall have represented in writing that
said percentage of completion of the phase has been performed by the Contractor.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
c. (X) Hourly Rate Arrangement for Veterinary Services as well as Facility and DEA
Licensing.
For performance of the Defined Services by Contractor as herein required, City shall pay
Contractor for the productive hours of time spent by Contractor in the performance of said
Services, at the rates or amounts set forth in the Rate Schedule herein below according to the
following terms and conditions:
(1) ( ) Not-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Contractor of time and materials in excess of said
Maximum Compensation amount, Contractor agrees that Contractor will perform all of
the Defined Services herein required of Contractor for $
including all Materials, and other "reimbursables" ("Maximum Compensation").
(2) (X) Limitation without Further Authorization on Time and Materials Arrangement
At sueh time as Contractor shall have incurred time and materials equal to ($95,000)
("Authorization Limit"), Contractor shall not be entitled to any additional compensation
wirhout further authorization issued in writing and approved by the City. Nothing herein
shall preclude Contractor from providing additional Services at Contractor's own cost and
expense.
Rate Schedule
Category of Employee
Contractor
Name of Contractor
Dr. Dorothy Davidson-York, DVM, MPVM
Hourly Rate
$ 65001hr
Page 1 7
6-19
$
$
$
$
( ) Hourly rates may increase by 6% for services rendered after [month], 20_, if delay
in providing services is caused by City.
11. Materials Reimbursement Arrangement
For the cost of out of pocket expcnses incurred by Contractor in the perforrnance of services
herein required, City shall pay Contractor at the Tates or amounts set forth below:
(X) None, the compensation includes all costs.
Cost or Rate
$
$
$
$
$
$
$
$
$
$
() Reports, not to exceed $
() Copies, not to exceed $
() Travel, not to exceed $
() Printing, not to exceed $
() Postage, not to exceed $
() Delivery, not to exceed $
() Long Distance Telephone Charges, not to exceed $
() Other Actual Identifiable Direct Costs:
, not to exceed $
, not to exceed $
12. Contract Administrators:
City: Mariya Anton
Interim Animal Care Manager
Contractor: (insert name)
13. Liquidated Damages Rate:
( ) $
( ) Other:
per day.
14. Statement of Economic Interests, Contractor Reponing Categories, per Conflict ofInterest
Code:
Page 18
6-20
(X) Not Applicable. Not an FPPC Filer.
( ) FPPC Filer
( ) Category No.1. Investments and sources of income.
( ) Category No.2. Interests in real property.
( ) Category No.3. Investments, interest in real property and sources of income subject
to the regulatory, permit or licensing authority of the department. -
( ) Category No.4. Investments in business entities and sources of income that engage in
land development, construction Or the acquisition or sale of real property.
( ) Category No.5. Investments in business entities and sources of income of the type
which, within the past two years, have contracted with the City of Chula Vista
(Redevelopment Agency) to provide services, supplies, materials, machinery or
equipment.
( ) Category No.6. Investments in business entities and sources of income of the type
which, within the past two years, have contracted with the designated employee's'
department to provide services, supplies, materials, machinery or equipment.
( ) Category No.7. Business positions.
( ) List "Contractor Associates" interests in real property within 2 radial miles of Project
Property, if any:
15. ( ) Contractor is Real Estate Broker and/or Salesman
16. Permitted SubContractors:
Page 19
6-21
17. Bill Processing:
A. Contractor's Billing to be submitted for the following period of time:
(X) Monthly
( ) Quarterly
( ) Other:
B. Day of the Period for suhmission of Contractor's Billing:
( ) First of the Month
( ) 15th Day of each Month
(X) End of the Month
( ) Other:
C. City's Account Number:
18. Security for Performance
( ) Performance Bond, $
( ) Letter of Credit, $
( ) Other Security:
Type:
Amount: $
( ) Retention. Ifthis space is checked, then notwithstanding other provisions to the contrary
requiring the payment of compensation to the Contractor sooner, the City shall be entitled
to retain, at their option, either the following "Retention Percentage" or "Retention
Amount" until the City determines that the Retention Release Event, listed below, has
occ urred:
( ) Retention Percentage:
( ) Retention Amount: $
%
Retention Release Event:
( ) Completion of All Contractor Services
( ) Other:
H:Attomeyl2pty15
Page 20
6-22
Parties and Recital Pages
Agreement between
City of Chula Vista
and
Dr Vanessa Flores, V1vID
for Veterinmy Services at the Chula Vista Animal Care Facility
This agreement ("Agreement"), dated December 11,2009 for the purposes ofrefelence only,
and effective as ofthe date last executed unless another date is otherwise specified in Exhibit A,
Paragraph 1, is between the City-related entity as is indicated on Exhibit A, Paragraph 2, as such
("City"), whose business form is set forth on Exhibit A, Paragraph 3, and the entity indicated on
the attached Exhibit A, Paragraph 4, as Contractor, whose business form is set forth on
Exhibit A, Pmagraph 5, and whose placc ofhusiness and telephone numbers are set forth on
Exhibit A, Paragraph 6 ("Contractor"), and is made with reference to the following facts:
Recitals
Whereas, City owns and operates the Chula Vista Animal Care Facility, a municipal animal
care facility (the "Facility"); and,
Whereas, the Chula Vista Animal Care Facility requires general veterinary services for
shelter medicine support as well as general surgery and in-house spay/neuter surgeries; and
Whereas Dr Vanessa Flores, DVM, has agreed to provide these services on up to a weekly
basis according to a schedule agreeable to both parties; and
Whereas, Contractor wall ants and represents that they are experienced and staffed in a
manner such that they are and can prepare and deliver the services required of Contractor to City
within the time frames herein provided all in accOldance with the terms and conditions ofthis
Agreement; and
Whereas, Contractor will receive monetary consideration in the fOlm of hourly or daily
rates for the above Contractor services provided to the City
(End of Recitals Next Page starts Obligatory Provisions.)
Page 1
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Obligatory Provisions Pages
NOW, THEREFORE, BE IT RESOLVED that the City and Contractor do hereby mutually
agree as follows:
I, Contractor's Duties
A General Duties
Contractor shall perform all oithe services described on the attached Exhibit A, Paragraph 7,
entitled "General Duties"; and,
B Scope of Work and Schedule
In the process ofperforming and delivering said "General Duties", Contractor shall also
perform all oIthe selvices described in Exhibit A, Paragraph 8, entitled "Scope of Work and
Schedule", not inconsistent with the General Duties, according to, and within the time fiames set
forth in Exhibit A, Pal'agraph 8, and deliver to City such Deliverables as are identified in Exhibit
A, Paragraph 8, within the time fiames set forth therein, time being oithe essence ofthis
agreement, The General Duties and the work and deliverables required in the Scope of Work and
Schedule shall be herein refened to as the "Defined Services" Failure to complete the Defined
Services by the times indicated does not, except at the option of the City, operate to terminate
this Agreement
C Reductions in Scope of Work
City may independcntly, or upon request from Contractor, f10m time to time reduce the
Defined Services to be performed by the Contractor under this Agr'eement Upon doing so, City
and Contractor agree to meet in good faith and confer for the purpose of negotiating a
conesponding reduction in the compensation associated with said reduction
D Additional Services
In addition to performing the Defined Services herein set forth, City may require Contractor
to perform additional consulting services related to the Defined Services ("Additional Services"),
and upon doing so in wIiting, if they are within the scopc of services offered by Contractor,
Contractor shall perform same on a time and materials basis at the rates set forth in the "Rate
Schedule" in Exhibit A, Paragraph IO(C)(2), unless a separate fixed fee is otherwise agreed
upon All compensation for Additional Services shall be paid monthly as billed
E Standard of Car'e
Contractor, in performing any Services under this agreement, whether Defined Scrvices or
Additional Services, shall perfOIm in a manner consistent with that level of care and skill
OIdinarily exercised by members ofthe profession currently practicing under similar conditiuns
and in similar locations
Page 2
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F Insurance
Contractor must procure insurance against claims fDr injuries tD pcrsDns or damages tD
property that may arise from or in connectiDn with the performance Dithe wDrk under the
cDntract and the results oithat work by the Contractor, his agents, representatives, employees or
subCDntractors and provide dDcumentation of same prior to CDmmencement of work. The
insurance must be maintained for the duration oithe contract
Minimum Scope ofInsurance
PrDfessiDnal Liability or Enors & Omissions Liability insurance appropriate to the
ContractDr 's professiDn Architects' and Engineers' coverage is to be endorsed to include
contractual liability,
Minimum Limits Df Insurance
Contract Dr must
maintain limits no less than:
Professional Liability or
Enors & Omissions
Liability:
$1,000,000 each occurrence
Deductibles and Self-Insured RetentiDns
Any deductibles or self-insured retentions must be declared to and approved by the City At
the option oithe City, either the insurer will reduce or eliminate such deductibles or self-insured
retentions as they pertain to the City, its officers, officials, employees and volunteers; or the
Contractor will provide a financial guarantee satisfactory to the City guaranteeing payment of
losses and related investigations, claim administration, and defense expenses
Other Insurance Provisions
(A) The insmance policy required by this clause must be endorsed to state that coverage
will not be canceled by eilber party, except alter thirty (30) days' prior written notice to
the City by certified mail, return receipt requested,
8.. If Professional or Errors & Omissions coverage are written on a claims-made form:
(1) The "RetlO Date" must be shown, and must be before the date ofthe contract or the
beginning of the contract work.
Page 3
6-25
(2) Insurance must be maintained and evidence of insurance must be provided for at least
five (I) year after completion of the contract work
(3) A copy of the claims reporting requirements must be submltted to the City for review
Acceptahility of Insurers
Insurance is to be placed with licensed insurers admitted to transact business in the State of
California with a current AM Best's rating otno less than A V If insurance is placed with a
surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus
Lines Insurers ("LESLI") with a cunent A M. Best's rating of no less than A X Exception may
be made for the State Compensation Fund when not specifically rated
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements
effecting coverage required by this clause The endorsements should be on insurance industry
forms, provided those endorsements or policies conform to the contract requirements All
certificates and endorsements are to be received and approved by the City before work
commences The City reserves the right to require, at any time, complete, certified copies of all
required insurance policies, including endorsements evidencing the coverage required by these
specifications.
H. Business License
Contractor agrees to obtain a business license hum the City and to otherwise comply with
Title 5 ofthe Chub Vista Municipal Code
2 Duties of the City
A. Consultation and Cooperation
City shall regularly consult the Contractor for the plupose ofteviewing the plOgress ofthe
Defined Services and Schedule therein contaiued, and to plOvide direction and guidance to
achieve the objectives of this agreement The City shall permit access to its office facilities, files
and records by Cuntractor thtoughout the term of the agreement In addition thereto, City agrees
to provide the information, data, items and materials set forth ou Exhibit A, Paragraph 9, and
with the further understanding that delay in the provision ofthese materials beyoud thirty (30)
days after authorization to proceed, shall constitute a basis for the justifiable delay in the
Contractor's performance of this agreement
B Compensation
Upon receipt of a plOperly prepared billing from Contractor submitted to the City
periodically as indicated in Exhibit A, Paragraph 17, but in no event more frequently than
monthly, on the day ofthe period indicated in Exhibit A, Paragraph 17, City shall compensate
Page 4
6-26
Contractor for all services rendered by Contractor according to the terms and conditions set forth
in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a
"checkmark" next to the appropriate arrangement, subject to the requirements for retention set
forth in Paragraph 18 of Exhibit A, and shall compensate Contracto! for out of pocket expenses
as provided in Exhibit A, Paragraph 11
All billings submitted by Contractor shall contain sufficient information as to the propriety of
the billLng to permir the City to evaluate that the amount due and payable thereunder is proper,
and shall speci tically contain the City's account number indicated on Exhibit A, Paragraph 17(C)
to be charged upon making such payment
3 Administration of Contract
Each party designates the individuals ("Contract Administrators") indicated on Exhibit A,
Paragraph 12, as said party's contract administrator who is authorized by said party to represent
them in the routine administration ofthis agreement
4 Term
The term ofthis Agreement shall be one year. However, the Parties can agree to extend the
term of this Agreement fO! an additional tluee one-year terms upon written approval by the City
Manager If the term of this Agr.eement is not extended, it shall terminate on December 11,2010
5 Liquidated Damages
The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A,
Paragraph 13
It is acknowledged by both parties that time is of the essence in the completion ofthis
Agreement It is dif(icult to estimate the amount of damages resulting from delay in
performance The parties have used their judgment to arrive at a reasonable amount to
compensate for delay
Failure to complete the Defined Scrvices within the allotted time period specified in this
Agreement shall result in tbe following penalty: For each consecutive calendar day in excess of
the time specified for the completion of the respective work assignment or Deliverable, the
Contractor shall pay to the City, or have withheld horn monies due, the swn of Liquidated
Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidated Damages Rate").
Time extensions for delays beyond the Contractor's control, other than delays caused by the
City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the
expiration ofthe specified time Extensions of time, when granted, will be based upon the effect
of delays to the work and will not be granted for delays to minor portions of work unless it can
be shown that such delays did or will delay the progress olthe work
Page 5
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6 Financial Interests of Conltactor
A Contractor is Designated as an FPPC Filer
If Contractor is designated on Exhibit A, ParagIaph 14, as an "FPPC filer", Contractor is
deemed to be a "Contractor" for the purposes of the Political Reform Act conflict of interest and
disclosure provisions, and shall report economic interests to the City Clerk on the required
Statement of Economic Interests in such reporting categories as are specified in ParagIaph 14 of
Exhibit A, or if none are specified, then as determined by the City Attorney
B Decline to Participate
Regardless of whether Contractor is designated as an FPPC Filer, Contractor shall not make,
or participate in making or in any way attempt to use Contractor's position to influence a
governmental decision in which Contractor knows 01 has reason to know Contractor has a
financial interest other than the compensation promised by this Agreement.
C Search to Determine Economic Interests
Regardless of whether Contractor is desi!,'llated as an FPPC Filer, Conhactor warrants and
represents that Contractor has diligently conducted a search and inventory of ConltactOl's
economic interests, as the term is used in the regulations promulgated by tbe Fair Political
Practices Commission, and has determined that Contractor does not, to the best of Contractor's
knowledge, have an economic interest which would conflict with Contractor's duties under this
agreement
D Promise Not to Acquire Conflicting Interests
Regardless of whether Contractor is designated as an FPPC Filer, Contractor further warrants
and represents that Contractor will not acquire, obtain, or assume an economic intcrest during the
term of this Agreement which would constitute a conflict of interest as prohibited by the Fair
Political Practices Act
E Duty to Advise of Conflicting InteIests
Regardless of whether Contractor is designated as an FPPC Filer, Contractor further warrants
and represents that Contractor will immediately advise the City Attorney of City if Contractor
leams of an economic inteTest of Contractor's that may result in a conflict of interest for the
purpose ofthe Fail Political Practices Act, and Iegulations promulgated thereunder
F Specific Warranlies Against Economic Interests
Contractor wanants and represents tbat neither Contractor, nor Contractor's immediate
family members, nor Contractor's employees or agents ("Conltactor Associates") presently have
any interest, directly or indirectly, whatsoever in any property which may be the subject matter
ofthe Defined Services, or in any property within 2 Iadial miles from the extelior boundaries of
Page 6
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any property which may be the subject matter of the Defined Services, ("Prohibited Intercst"),
other than as listed in Exhibit A, Paragraph 14
Contractor ftltther warrants and represents that no promise of future employment,
remuneration, consideration, gratlllty or other reward or gain has been made to Contractor or
Contractor Associates in connection with Contractor's performance olthis Agreement..
Contractor promises to advise City of any such promise that may be made during the Term of
this Agreement, or for twelve months thereafter
Contractor agrees that Contractor Associates shall not acquire any such Prohibited Interest
within the Term ofthis Agreement, or for twelve months afterthe expiration oltrus Agreement,
except with the written permission of City
Contractor may not conduct or solicit any business for any party to this Agreement, or for
any third party that may be in conflict with Contractor's responsibilities under this Agreement,
except with the written permission of City
7 fIold Flarmless
Contractor shall defend, indemnify, protect and hold harmless the City, its elected and
appointed officers and employces, from and against all claims for damages, liability, cost and
expense (including without limitation attorneys fees) arising out of or alleged by third parties to
be the result ofthe negligent acts, enorsm omissions or the willful misconduct ofthe
Contractor, and Contractor's employees, subcontJactors or other persons, agencies or firms for
whom Contractor is legally responsible in connection with the execution of the work covered by
this Agreement, except only for those claims, damages, liability, costs and expenses (including
without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of
the City, its officers, employees. Also covered is liability arising from, connected with, caused
by or claimed to be caused by the active or passive negligent acts or omissions of the City, its
agents, officers, or employees which may be in combination with the active 01 passive negligent
acts or omissions olthe Contractor, its employees, agents or officers, or any third party.
Wirh respect to losses arising fiom Contractor's professional enOts or omissions, Contractor
shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers
and employees, fiom and against all claims for damages, liability, cost and expense (including
without limitation attorneys fees) except for those claims arising from the negligence or willfhl
misconduct of City, its officers or employees.
Contractor's indemnification shall include allY and all costs, expenses, attorneys fees and
liability incurred by the City, its officers, agents or employees in defending against such claims,
whether the same proceed to judgment or not ContJactor's obligations under this Section shall
not be limited by any prior or subsequent declaration by the Contractor Contractor's obligations
under this Section shall survive the termination otthis Agreement
For those professionals who are required to be licensed by the state (e g architects, landscape
architects, surveyors and engineers), the following indemnification provisions should be utilized:
Page 7
6-29
(1) Indemnification and Hold Harmless Agreement
With respect to any liability, including but not limited tu claims asserted or costs, losses,
attorney fees, or payments for injury to any pcrson or property caused or claimed to be caused by
the acts or omissions of the Contractor, or Contractor's employees, agents, and officers, arising
out of any services performed involving this project, except liability for Professional Services
coveted under Section 7.2, the Contractor agrees to defend, indemnify, protect, and hold
harmless the City, its agents, officers, or employees flOm and against all liability, Also covered is
liability arising from, connected with, caused by, or claimed to be caused by the active or passive
- negligent acts 01 omissions of the City, its agents, officers, or employees which may be in
combination with the' active or passive negligent acts or omissions of the Contractor, its
employees, agents or officers, or any third party The Contractor's duty to indemnify, protect and
hold harmless shall not include any claims or liabilities arising fiom the sole negligence or sole
willful misconduct olthe City, its agents, officers or employees This section in no way alters,
affects or modifies the Contractor's obligation and duties under Section Exhibit A to this
Agreement.
(2) lndemni fication for PlOfessional Services,
As to the Contractor's professional obligation, work or services involving this Project, the
Contractor agrees to indemnify, defend and hold harmless the City, its agents, officers and
employees flOm and against any and all liability, claims, costs, and damages, inc1{,ding but not
limitetl to, attorneys fees, that arise out of; or pertain to, or relate to the negligence, recklessness
or willful misconduct of Contractor and its agents in the performance of services under this
agreement, but this indemnity does not apply liability for damages for death or bodily injury to
persons, injury to property, or other loss, arising fiom the sole negligence, willful misconduct or
defects in design by City or the agents, servants, or independent contractors who are directly
responsible to City, or arising fiom the active negligence of City,
8 Termination of Agreement for Cause
If, through any cause, Contractor shall fail to fillfill in a timely and proper mannel
Contractor's obligations under this Agreement, or if Contractor shall violate any of the
covenants, agreements or stipulations of this Agreement, City shall have the right to terminate
this Agreement by giving written notice to Contractor of sHeh termination and specifying the
effective date thereof at least five (5) days before the effective date of such termination In that
event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and
other materials prepared by Contractor shall, at the option ofthe City, become the pmperty ofthe
City, and Contractor shaU be entitled to receive just and equitable compensation for any work
satisfactorily completed on such documents and other materials up to the effective date ofNorice
of Termination, not to exceed the amounts payable hereunder, and less any damages caused City
by Contractor's breach
Page 8
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9. Errors and Omissions
In the event that the City Administrator determines that the Contractors' negligence, crrors, or
omissions in the performance of work under this Agreement has resulted in expense to City
greater than would have resulted ifthere were no such negligence, enors, omissions, Contractor
shall reimburse City for any additional expenses incuned by the City Nothing herein is intended
to limit City's rights under other provisions of this agreement
10 I ermination of Agreement for Convenience of City
City may terminate this Agreement at any time and for any reason, by giving specific written
notice to Contractor of such termination and specifying the effective date thereof~ at least thirty
(30) days before the effective date of such termination In that event, all finished and unfinished
documents and other materials described hereinabove shall, at the option of the City, become
City's sole and exclusive property. lfthe Agreement is terminated by City as provided in this
paragraph, Contractor shall be entitled to receive just and equitable compensation for any
satisfactory work completed on such documents and other materials to the effective date of such
termination. Contractor hereby expressly waives any and all claims for damages or compensation
arising under this Agr.eement except as set forth herein
11 Assignability
The services of Contractor are personal to the City, and Contractor shall not assign any
interest in this Agreement, and shall noi transfer any interest in the same (whether by assignment
or notation), without prior written consent of City.
City hereby consents to the assignment ofthe portions of the Defined Services identified in
Exhibit A, Paragraph 16 to the subcontractors identified therein as "Permitted SubContractors".
12 Ownership, Publication, Reproduction and Use of Material
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems
and any other materials or properties produced under this Agreement shall be the sole and
exclusrve property of City No such materials Or properties produced in whole or in part under
tbis Agreement shall be subject to private use, copyrights or patent rights by Contractor in the
United States or in any other country without the express written consent of City No such
materials shall be presented to any party other than the Contract Administrator. City shall have
unrestricted authority to publish, disclose (except as may be limited by the provisions of the
Public RCCOlds Act), distribute, and otherwise use, copY'ight or patent, in whole or in part, any
such reports, studies, data, statistics, forms or other materials or properties produced under this
Agreement. All information gathered by Contractor is to be held confidential and shall not be
used to defame or undermine the City organization or any of its employees.
Page 9
6-31
13 Independent Contractor
City is interested only in the results obtained and Contractor shall perf01m as an independent
contractor with sole control oIthe manner and means of performing the selviccs required under
this Agreement City maintains the right only to rejcct at accept Contractor's watk products
Contractor and any ofthe Contractor's agents, employees or representatives are, for all purposes
under this Agreement, an independent contractor and shall not be deemed to be an employce of
City, and none olthern shall be entitled to any benefits to which City employees arc entitlcd
induding but not limited to, ovettimc, retirement benefits, worket's compensation benefits,
injury leave or other leavc benefits Therefore, City will not withhold state or federal income tax,
social secllIity tax at any other payroll tax, and Contractor shall be solely responsible for the
payment of same and shall hold the City harrtrless with regard thereto..
14 Administrative Claims Requirements and Procedures
No suit or arbitration shall be brought arising out ofthis agrecment, against the City unless a
claim has first been presented in writing and filed with the City and acted upon by the City in
accordance with the procedures set forth in Chapter I 34 ofthe Chula Vista Municipal Code, as
same may from time to time be amended, the provisions of which are inc01porated by this
reference as if fully set forth herein, and such policies and procedures used by the City in the
implementation of same
Upon request by City, Contractor shall meet and confer in good faith with City for the
purpose of resolving any dispute over the tcrms of this Agreement.
15 Attorney's Fees
Should a dispute arising out olthis Agreement Iesult in litigation, it is agreed that the
prevailing party shall be entitled to a judgment against the other for an amount equal to
reasonable attomey's fees and court costs incurled.. The "prevailing party" shall be deemed ta be
the party who is awarded substantially the relief sought
16. Statement of Costs
In the event that Cantractor prepares a report or document, or participates in the preparation
of a report or document in performing the Defined Services, Contractor shall include, or cause
tlle inclusion of, in said report or document, a statement ofthe numbers and cost in dollar
amounts of all contracts and subcontracts relating ta the preparation of the report or document
17 Miscellaneous
A Contractor not authorized to Represent City
Unless specifically authorized in writing by City, Contractor shall have no authority ta act as
City's agent ta bind City to any contractual agreements whatsoever
Page 10
6-32
B Contractor is Real Estate Broker and/or Salesman
Ifthe box on ExhibitA, Paragraph 15 is marked, the Contractor and/or their principals is/are
licensed witi1 the State of California or some other state as a licensed real estate broker or
salesperson Otherwise, Contractor represents that neither Contractor, nor their principals are
licensed real estate brokers or salespersons.
C Notices
All notices, demands or requests provided for or permitted to be given pursuant to this
Agreement mllst be in writing. All notices, demands and requests to be sent to any party shall be
deemed to have been properly given or served ifpersonally served or deposited in the United
States mail, addressed to such party, postage prepaid, registered or certified, with return receipt
requested, at the addresses identified herein as the places of business for each of the designated
parties.
D. Entire Agreement
This Agreement, together with any other written document referred to or contemplated
herein, embody the entire Agreement and understanding between the pmties relating to the
subject matter hereof. Neither this Agreement nor my provision hereofmay be amended,
modified, waived or discharged except by an instrument in writing executed by the party against
which enforcement of such amendment;waiver or discharge is sought
E Capacity of Parties
Each signatory and pmty hereto hereby wmrants and represents to the other pmty that it has
legal authority and capacity md direction from its principal to enter into this Agreement, and that
all resolutions or other actions have been taken so as to enable it to enter into this Agreement.
F Goveming LawN enue
This Agreement shall be governed by and construed in accordance with the laws of the State
of California Any action arising under or relating to this Agreement shall be brought only in the
federal or state comts located in San Diego County, State of California, md if applicable, the
City of Chula Vesta, or as close thereto as possible Venue for this Agreement, md performance
hereunder, shall be the City of Chula Vista
18 Confidentiality and Non-Discrimination
Contractor agrees not to violate any City ofChula Vista policies, or my California or Federal
laws or regulations, with regard to employment discrimination (on the basis of lace, gender,
nationality, disability, etc..) and/or sexual harassment Should Contractor possess concerns about
the job performance or plOfessional behavior of my permmently employed City of Chub Vista
employees, Contractor agrees to notify the City's Contract Administrator or Human Resources
Page 11
6-33
Department of any concerns, and to maintain these concerns confidentially as they relate to
constitutionally protected privacy rights in employment matters.
(End of page Next page is signature page)
Page 12
6-34
S ignatUI e Page
to
Agreement between
City of Chula Vista
and
Dr. Vanessa Flores, VlvID
for Veterinary Services at the Chura Vista Animal Cale Facility
IN WlINESS WHEREOF, City and Contractor have executed this Agreement thereby
indicating that they have read and understood same, and indicate their full and complete consent
to its terms:
Dated:
'/II/tJ
&
City of Chula Vista
Attest:
L tl;(;;,),~
Donna Norris, CIty Clerk
Approved as to form:
--:;> /~----
r -" L c.-- ../"" /
Bart Miesfeld, City Attorney
t> f f' (/1: '1
Dated: J - 1/ ,- I 0
Contractor
By: ~~ \;).~"\\O"\
Dr vanessa Flores, .
Exhibit List to Agreement
( X ) Exhibit A
Page 13
6-35
Exhibit A
to
Agreement between
City ofChula Vista
and
Dr Vanessa Flores, VMD
for Veterinary Services at the Chula Vista Animal Care Facility
1 Effective Date of Agreement: December 11, 2009
2.. City-Related Entity:
(X) City of Chula Vista, a municipal chartered eorpOlation of the State of Cali fomi a
( ) Redevelopment Agency ofthe City of Chula Vista, a political subdivision olthe State of
Califomia
( ) Industrial Development Authority of the City of Chula Vista, a
( ) Other:
, a [insert business fOlm]
("City")
3 Place of Business fot City:
City of Chula Vista
276 Fomth A venue
Chula Vista, CA 9191 0
4 Contractor:
DI Vanessa Flores, DVM
5 Business FOIm of Contractor:
( ) Sole Proprietorship
( ) Partnership
( ) COlporation
6 Place of Business, I elephone and Fax Number of Contractor:
1290 Pennsylvania Avenue, San Diego, CA 92103
Page 14
6-36
7. General Duties:
ContI actor shall work periodically as scheduled to provide Shelter Medicine services
8 Scope of Work and Schedule:
A. Detailed Scope of Work:
Contractor shall selve as Shelter VetelinaTian with services to include but not limited to
the following:
(I) Contractor shall perform daily rounds of all animals to check for any signs of
disease.
(2) Contractor shall isolate and medicate all. sick animals.
(.3) Contractor shall perform and/or supervise daily treatments for all sick and injured
animals
(4) Contractor shall keep CUllent all medical protocols and procedures ensuring that
all staff arc kept abreast of requirements and pcrforming accordingly
(5) Contractor shall per form medical procedLlIes using sedation and anesthesia.
(6) Contractor shall work closely with the Animal Care Manager to ensme strong
coordination within the medical team and between the medical team and all
Shelter personnel to ensure that the best care is being provided to the animals and
that the Sheltcr is delivering the best customer service possible .
R Date for Commencement of Contractor Services:
(X) Same as Effective Date of Agreement
( ) Other:
C. Dates or Time Limits fOI Delivery ofDeliverables:
Deliverable No. I: Ongoing
D Date for completion of all Contractor services:
The term of this Agreement shall be one year However, tbe Parties can agree to extend
the term of this Agreement for an additional three one-yearterms upon written approval
by the City Manager Contractor agrees to give the City ninety (90) days written notice
of her intent to end this Agreement
Page 15
6-37
9_ Materials Required to be Supplied by City to Contractor:
City will plOvide medical supplies within its fiscal capabilities to meet ContractOJ 's
medication recommendations and materials required for surgeries performed by
Contr actor
10 Compensation:
A () Single Fixed Fee Anangement
For performance of all ofthe Defined Services by Contractor as herein required, City
shall pay a single fixed fee in the amounts and at the times or milestones or for the
Deliverables set forth below:
Milestone or Event or Deliverable
Amount or Percent of Fixed Fee
( ) 1 Interim Monthly Advances The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
completed If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim payment such that, at the erid of
the phase, the filII retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and .
unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Conttactor shall have represented in writing that
said percentage of completion of the phase has been performed by the Contractor
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
B () Phased Fixed Fee Arrangement
For the performance of each phase or portion ofthe Defined Services by Contractor as are
separately identified below, City shall pay the fixed fee associated with each phase of Services,
in the amounts and at the times or milestones or Deliverables set forth. Contractor shall not
commence Services under any Phase, and shall not be entitled to the compensation for a Phase,
unless City shall have issued a notice to proceed to Contractor as to said Phase
Page 16
6-38
Phase
Fee for Said Phase
( ) I Intcrim Monthly Advances The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid Any payments made hereunder shall be considered as interest
tt-ee loans that must be returned to thc City if the Phase is nol satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion ofa phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Contractor shall have represented in writing that
said percentage of completion of the phase has been performed by the Contractor
The practice of making interim monthly advances shall not convelt this agreement to
a time and materials basis of payment.
C (X) Hourly Rate Anangement for Veterinary Selvices
For performance of the Defrned Services by Contractor as herein required, City shall pay
Contractor for the productive hours onime spent by Contractor in the performance of said
Services, at the rates or amounts set forth in thc Rate Schedule herein below according to the
following terms and conditions:
(1) ( ) Not-to-Exceed Limitation on Time and Materials Anangement
Notwithstanding the expenditure by Contractor of time and materials in excess of said
Maximum Compensation amount, Contractor agrees that Contractor will perform all of
the Defrned Services herein required of Contractor for $
including all Materials, and other "reimbursables" ("Maximum Compensation")
(2) (X) Limitation without Further Authorization on Time and Materials Arrangement
At such time as Contractor shall have incuned time and materials equal to ($40,000)
("Authorization Limit"), Contractor shall not be entitled to any additional compensation
without further authorization issued in writing and approved by the City_ Nothing herein
shall preclude Contractor hom providing additional Services at Contractor's own cost and
expense
Page 17
6-39
Rate Schedule
Category of Employee
Name of Contractor
Hourly Rate
Contractor
Dr. Vanessa Flores, VMD
$ 7S/hr less
SSG/day facility
lease paYment due
to Citv for up to 8
haws/day. Hrly
t ate increases to
$1 GOmr after 8
hours/same dav if
req uired.
$
$
$
) Hourly rates may increase by 6% for services rendered after [month], 20_, ifdelay
in providing services is caused by City.
11 Materials Reimblllsement Arrangement
For the cost of out of pocket expenses incuned by Contractor in the performance of services
herein required, City shall pay Contractor at the rates or amounts set forth below:
( X) None, the compensation includes all costs
Cost or Rate
$
$
$
$
$
$
$
$
$
$
() Reports, not to exceed $
() Copies, not to exceed $
() Travel, not to exceed $
() Printing, not to exceed $
() Postage, not to exceed $
() Delivery, not to exceed $
() Long Distance Telephone Charges, not to exceed $
() Other Actual Identifiable Direct Costs:
, not to exceed $
, not to exceed $
Page 18
6-40
12 Contract Administrators:
City: Mariya Anton
Animal Care Facility Manager
Contractor: Dr Vanessa Flores, VMD
13 Liquidated Damages Rate:
( ) $
( ) Other:
per day
14 Statement ofEeonomic Interests, Contractor Reporting CategOIies, per Conflict of Interest
Code:
(X) Not Applicable Not an FPPC Filer,
( ) FPPC Filer
) Category No 1, Investments and SOllices of income
( ) CategOIY No 2 Interests in real property,
( ) Category No, 3 Investments, interest in real property and SOUlees of income subject
to the regulatory, permit or licensing authority ofthe department
( ) Category No 4 Investments in business entities and sources of income that engage in
land development, construction or the acquisition or sale of real property
) CategOIyNo 5, Investments in business entities and sources of income ofthe type
which, within the past two years, have contracted with the City of Chula Vista
(Redevelopment Agency) to provide services, supplies, materials, machinery or
equipment
( ) Category No 6 Investments in business entities and SOlliees of income of the type
which, within the past two years, have contracted with the designated employee's
department to provide services, supplies, materials, machinery or equipment
( ) Category No 7 Business positions
( ) List "Contractor Associates" interests in real property within 2 radial miles olProject
Property, if any:
15 ( ) Contractor is Real Estate Broker and/or Salesman
Page 19
6-41
16. Permitted SubContractors:
17 Bill Processing:
A. Contractor's Dilling to be submitted for the following period of time:
(X )Monthly
( ) Quarterly
( ) Other:
B Day of the Period for submission of Contractor's Billing:
( ) First of the Month
( ) 15th Day oleach Month
(X) End of the Month
( ) Other:
C. City's Account Number:
18. Security for Performance
( ) Performance Bond, $
( ) Letter of Credit, S
( ) Other Security:
Type:
Amount: $
( ) Retention If this space is checked, then notwithstanding other provisions to the contJary
requiring the payment of compensation to the Contractor sooner, the City shall be entitled
to retain, at their option, either the following "Retention Percentage" or "Retention
Amount" until the City determines that the Retention Release Event, listed below, has
occuned:
( ) Retention Percentage:
( ) Retention Amount: $
%
Retention Release Event:
( ) Completion of All Contractor Services
( ) Other:
All prior agreements, contracts shall be null and void from date of signature
II:Attorney/2pty15
Page 20
6-42
RESOLUTION NO. 2010-
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CHULA VISTA APPROVING AN AGREEMENT
WITH DR. DOROTHY DAVIDSON-YORK, DVM FOR
VETERINARY PREMISE PERMIT AND VETERINARY
SERVICES
WHEREAS, a Veterinary Premise Permit is required by the State of California in order
for the City to continue to operate the Animal Care Facility and provide basic medical services to
the animals at the shelter; and
WHEREAS, in ordcr to secure such a permit, a licensed veterinarian needs to place their
name and license on our permit; and
WHEREAS, the agreement with Dr. Dorothy Davidson-York, DVM will enable the City
to satisfY this requirement; and
WHEREAS, Dr. York will also provide on-sitc veterinarian servIces to the shelter
Monday-Wednesday; and
WHEREAS, the agreement with Dr. York became effective July I, 2009 with an option
to administratively extend on an annual basis for up to an additional 3 years; and
WHEREAS, the continuation of this agreement will exceed $50,000 and thus requires
Council approval.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula
Vista approves the agreement with Dr. Y ork,DVM for provision of a Veterinary Premise Permit
and on-site veterinary services at the Chula Vista Animal Care Facility.
Scott Tulloch
Assistant City Manager
Approved as to form by
/~' ~ ...~-==.-
-- :------L .~~:..---"
~. ~'~
.~~
Bart Miesfeld -
City Attorney
Presented by
6-43
RESOLUTION NO. 2010-
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CHULA VISTA AMENDING AN AGREEMENT
WITH DR. VANESSA FLORES, VMD FOR ON-SITE
RELIEF VETERINARY SERVICES AT THE CHULA
VISTA ANIMAL CARE FACILITY
WHEREAS, the agreement with Dr. Vanessa Flores, VMD will provide for on-site
veterinary services on the remaining weekdays as well as relief service when Dr. York is not
available; and
WHEREAS, the agreement with Dr. Flores became effective July I, 2009 with an option
to administratively extend the agreement on an annual basis for up to an additional 2 years; and
WHEREAS, the original agreement was for $40,000 but is now being increased to
$95,000 and now requires approval because the amount will exceed $50,000; and
WHEREAS, the additional amount is necessary to provide for services through the end of
the tlscal year; and
WHEREAS, the veterinarian coverage from Monday-Friday provides the standard of
medical care deemed necessary by County shelters as well as the Chula Vista Animal Care
Facility; and
WHEREAS, the veterinarian team will enable the City to provide services in accordance
with State and Federal Drug Enforcement Agency regulations related to the care and treatment of
animals.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula
Vista approves the amendment to the agreement with Dr. Flores, DVM for on-site veterinary
services at the Chula Vista Animal Care Facility.
Presented by
Approved as to form by
C--------;:; ~-- ----~."
_/~- -;/- .
-- "~"
Bart Miesfeldp '1 P <./7 '7
City Attorney
Scott Tulloch
Assistant City Manager
6-44