San Diego Humane Society is committed to staying at zero euthanasia of adoptable and treatable pets in our shelters. As you know, one of the best ways to reduce the number of orphaned pets that enter community animal shelters is to control reproduction by increasing the number of animals that are surgically sterilized.
1. Services by Contractor Upon referral by SDHS, (“Contractor”) shall perform feline and canine ovariohysterectomies and castrations at its facility. Contractor shall also provide those services listed in the agreement, pursuant to the terms of that section. SDHS is under no obligation to make a certain number of referrals to Contractor.
2. Performance to Professional Standards; Complaints Contractor shall ensure that any person providing veterinary services under this Agreement holds a valid license as required by the State of California and that the license has not expired or been revoked or suspended. Contractor shall also ensure that any premises where veterinary services are provided under this Agreement are registered as required by the State of California. All surgical procedures provided pursuant to this Agreement shall comply with all laws and regulations relating to the practice of veterinary medicine and surgery. Alleged violations may be referred to the Veterinary Medical Board for investigation and possible action.
Contractor shall make a good faith effort to resolve any complaint made by an animal owner who receives veterinary services pursuant to this Agreement. 3. Scheduling To the extent possible, Contractor shall schedule surgeries in the order in which all animal owners (those seeking reduced fee surgery and those not seeking reduced fee surgery) contact Contractor for appointments. Contractor shall schedule surgeries utilizing their normal surgery schedule and shall not restrict the services provided under this Agreement to fewer days and/or more limited times than Contractor schedules surgeries unrelated to this Agreement. Contractor shall notify SDHS whenever Contractor is unable to schedule surgery within 30 days of Contractor’s first contact with an animal owner desiring a reduced fee surgery.
4. Right to Disqualify Animals Contractor may refuse to perform surgery on an animal if Contractor’s examination of the animal reveals a medical contraindication, or if the animal owner failed to pay Contractor for prior services or engages in fraudulent, deceptive, or discourteous conduct. Contractor shall not charge the animal owner for a pre-surgical examination.
5. Charges to SDHS Contractor may charge an amount equal to or less than the fees specified in the following fee schedule for surgery performed pursuant to this Agreement (“Maximum Standard Fee”):
The Maximum Standard Fees listed above also include the costs for postoperative care including suture removal (if applicable), medication, e-collar and hospitalization required as a result of the surgery (except for complications caused by a pre-existing medical condition or an owner’s negligence or lack of proper care and attention), but in no case for longer than 14 days following the surgery.
Contractor shall weigh the animal to determine the correct charge for surgery. Contractor will send SDHS an invoice subsequent to performance of the surgery. Invoice should include the number of the voucher provided to the Contractor by SDHS for that animal’s surgery, animal name, weight, owner name and date of surgery. Contractor shall invoice SDHS within 30 days for surgeries performed under the Voucher Program.
6. Charges to Owner
Contractor may offer or recommend pre-operation blood work, a comprehensive physical examination, vaccinations, de-worming, bathing, flea control, or other veterinary services. However, Contractor shall not require any of these services in relation to surgeries performed pursuant to this Agreement. If Contractor recommends or offers any such services, Contractor shall also clearly explain to the animal owner that approval of such additional services and fees is at the discretion of the owner, and that such additional services are not required to meet minimum professional veterinary care standards.
When an animal is delivered for surgery, Contractor shall advise the animal owner of all charges which may be imposed if the owner fails to pick up the animal by the designated pickup time. If an owner fails to pick up an animal at the designated pickup time, Contractor may charge the owner for boarding the animal at Contractor’s normal boarding rates. Contractor’s disposition of any abandoned animal shall comply with the provisions of Civil Code sections 1834.5 and 1834.6.
Contractor shall be solely responsible for the collection of all fees and charges provided for herein. SDHS is not, in any way, responsible for the collection or payment of any such fees or charges.
7. InsuranceContractor shall, during the performance of the work, keep in force and require themselves and any subcontractors performing work on behalf of Contractor to keep in force the foregoing insurance coverages. All policies shall be with insurance companies admitted to do business in the State of California, and which maintain a Best’s rating of A- VII or better.
Workers Compensation Insurance (statutory amounts) including employers liability in an amount of $1 million. Policy shall include a waiver of subrogation in favor of SDHS.
Commercial General Liability Insurance with coverage equal to at least that provided by the 1993 Commercial General Liability Insurance policy (ISO Form CG 00 01 10 93). Such policy shall provide for coverage on an occurrence basis with limits equal to at least the following:
General Aggregate $2,000,000Products/Completed Operations Aggregate $2,000,000Personal & Advertising Injury $1,000,000Each Occurrence $1,000,000
Any restricting endorsement and any self-insured retentions (SIRs) in excess of $25,000 shall require approval of SDHS. Such policy will provide that Contractor’s policy(ies) shall be primary with respect to any other insurance or self-insurance programs afforded to SDHS. SDHS will be added as an additional insured to Contractor’s policy (ISO Form CG 20 10 [11/85] or equivalent).
Professional Liability Insurance (if providing professional services) of not less than $1 million each claim/aggregate, including limited contractual liability coverage. Insurance will be maintained, in force, assuming it is available at a rate similar to what the Contractor is now paying, for a period of 3 years after the work has been completed.
Failure of Any Insurance Policy to respond to any liability for which Contractor is liable shall not relieve the Contractor of any obligations. Losses under any deductibles, in excess of any limits required by policies designated in Sections 1 through 4 above, or excluded from coverage shall remain the responsibility of the Contractor.
Evidence of Insurance Prior to commencing any work, the Contractor shall furnish SDHS with a certificate of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth above. All certificates shall provide for 30 days written notice to SDHS prior to the cancellation or material change of any insurance referred to herein. The words “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon SDHS, its agents or representatives” shall be deleted from the certificate form’s cancellation provision.
The Contractor must supply SDHS with a certificate of insurance evidencing the coverages required herein before any appointments are scheduled and upon each renewal of insurance coverage.
8. Defense and Indemnification SDHS shall not be liable for, and Contractor shall defend and indemnify SDHS and its officers, agents, employees and volunteers (collectively, “SDHS Parties”), against any and all claims, deductibles, self-insured retentions, demands, liability, judgments, awards, fines, mechanics’ liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including attorneys’ fees and court costs (collectively, “Claims”), which arise out of or are in any way connected to the services covered by this Agreement arising either directly or indirectly from any act, error, omission or negligence of Contractor or its officers, employees, agents, contractors, licensees or servants, including, without limitation, Claims caused by the concurrent negligent act, error or omission, whether active or passive, of SDHS Parties. Contractor shall have no obligation, however, to defend or indemnify SDHS Parties from a Claim if it is determined by a court of competent jurisdiction that such Claim was caused by the sole negligence or willful misconduct of SDHS Parties.
9. Terms This Agreement shall be effective when signed by both parties and shall continue in force until terminated by either party pursuant to this agreement.
10. Modification This Agreement contains the complete understanding of the parties with respect to the subject matter contained herein. Neither party is relying on any other representation, oral or written, prior or contemporaneous to this Agreement. This Agreement supersedes all prior Agreements between the parties hereto relating to spay/neuter surgeries, except any such agreement relating to the surgical sterilization of pets adopted or redeemed from SDHS.
Contractor may elect to provide reduced fee spay or neuter surgeries for: (a) all cats and dogs; (b) cats only; or (c) cats and all dogs below a specified weight. Contractor shall check the appropriate box below and insert the weight limit, if applicable.
Except as specified above, this Agreement may be changed only by written amendment signed by both parties.
11. Termination (a) Convenience. Either party may terminate this Agreement for convenience at any time by giving the other party thirty (30) days’ written notice.
(b) Default. Either party may terminate this Agreement for default by giving the other party a written notice of default that specifies how the defaulting party has failed to comply with this Agreement and that provides a period of at least 21 days during which the defaulting party may correct the default. If at the end of the correction period the defaulting party has not corrected the default, the other party may terminate this Agreement immediately upon written notice to the defaulting party. Termination of this Agreement for default shall not relieve the defaulting party of liability for the default. Upon termination for default, the non-defaulting party may pursue all legal and equitable remedies against the defaulting party.
12. Agreement Administration
13. Independent Capacity In the performance of this Agreement, Contractor and its employees and agents shall act in an independent capacity and not as officers, employees, agents or volunteers of SDHS. This Agreement does not create an employment relationship between Contractor and SDHS. Contractor and its employees and agents are not, and shall not be deemed to be, employees of SDHS for any reason.
14. Sale of Veterinary Facility/Change of Ownership The Contractor will notify SDHS in writing within 30 days of any change in ownership or sale of Contractor’s veterinary facility.
15. Notices All notices required or allowed to be given under this Agreement may be served personally on the other party at the address listed below, may be sent by U.S. Mail, postage prepaid, addressed as specified below or may be sent by facsimile to the number listed below.
SAN DIEGO HUMANE SOCIETY: Attention: Michael Lowry, Chief Financial Officer 5500 Gaines Street San Diego, CA 92110 Email: mlowry@sdhumane.org
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16. Annual Review SDHS agrees to review the terms and fees in this Agreement on an annual basis and to consider different or additional terms and/or fees in light of community interests and changes in the cost of living. 17. Construction This Agreement shall be construed and interpreted according to the laws of the State of California. The provisions of this Agreement shall be liberally construed to effectuate its purpose. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party.
18. No Waiver The failure of either party to enforce any term, covenant or condition of this Agreement shall not be construed as a waiver of that party’s right to subsequently enforce this, or any other term, covenant or condition of this Agreement. No waiver shall be deemed effective unless the waiver is expressly stated in writing and signed by the party waiving the right or benefit.
Electronic Signature Agreement. By selecting the "I Accept" box, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting "I Accept" you consent to be legally bound by this Agreement's terms and conditions. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting agreement between you and San Diego Humane Society. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement.
