HomeMy WebLinkAbout27526DATE: 10/31/14
Contract No.:
Contract Title:
Contract Period:
Using Agencies:
Terms:
P-15-004-L
Orthotist Consultation
Services
1/1/2015 -12/31/2017
DPH-CCS
Total Contract Amt.: $0 NO COST TO
COUNTY
Buyer Name: Carolyn Flores
Requisition No: 5621500276 ----------------------
~NEW L__--.-JI RENEWAL
~ TICKDATE 9/1/17
Vendor Number: 0000006434
Name/Address:
Valley Orthopedic, Inc.
3520 E. Shields #1 02
Fresno, CA 93726
Representative:
Phone No.:
Email:
Org: 56201601
Supersedes: P-12-022-H -----------------------------
'------'~ ADJUSTMENT .__ __ _JI REFERENCE
DESCRIPTION: Orthotist consultation services for Public Health's California Children's Services Medical Therapy Unit
SPECIAL INSTRUCTIONS: NO COST TO THE COUNTY --------------------------------------------------------------
DISTRIBUTION: Completed By: Date: Completed By: Date
DEPARTMENT: DPH Purchasing X -----
REQUISITIONER: Stephanie German X -----
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this =3_f.t __ day of CX-+ob.e...l '2014,
3 by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California,
4 hereinafter refened to as "COUNTY", and VALLEY ORTHOPEDIC, INC., a For-Profit California
5 Corporation, whose address is 3 520 E. Shields, # 102, Fresno, California 93 726, hereinafter referred to
6 as "CONTRACTOR".
7 W I T N E S S E T H:
8 WHEREAS, COUNTY, through its Department of Public Health ("Department"), California
9 Children's Services Medical Therapy Unit (CCS MTU), is in need of orthotist consultation services;
10 and
11 WHEREAS, CONTRACTOR, is able and willing to provide a qualified orthotist consultant to
12 provide such services pursuant to the terms and conditions of this Agreement; and
13 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
14 hereto agree as follows:
15 1. RESPONSIBILITIES OF CONTRACTOR
16 A. CONTRACTOR shall provide three (3) ce1iified orthotist, hereinafter referred to
17 as CONTRACTOR's orthotist consultant, to perform orthotist consultation services for COUNTY
18 Department's CCS MTU designated children one ( 1) to six ( 6) days a month for four ( 4) to eight (8)
19 hours each day, as requested by COUNTY Department's CCS MTU physician(s) and/or physical
2 0 therapist(s) and/or occupational therapist(s).
21 B. It is understood that COUNTY is not required to use CONTRACTOR's orthotist
2 2 consultant, nor is CONTRACTOR required to provide services as stated herein, for any minimum or
2 3 fixed number of hours during the term of this Agreement.
24 C. CONTRACTOR's mihotist consultant shall maintain all licenses and/or
2 5 certifications as required by the State of California and shall maintain such licensure and/or
2 6 certifications required during the term of this Agreement.
27 D. CONTRACTOR's orthotist consultant agrees at all times to perform assigned
2 8 duties to the best of CONTRACTOR's orthotist consultant's abilities and in accordance with the
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highest scientific, professional, and ethical standards ofthe profession, and at all times shall act within
the policies, rules, and regulations of COUNTY, the State of California Department of Public Health,
and State of California, local statutes and administrative regulations relating to health.
E. . CONTRACTOR's orthotist consultant shall be available to perform said
consulting services at times and dates mutually agreeable to both CONTRACTOR and COUNTY.
F. CONTRACTOR shall be solely responsible to ensure CONTRACTOR's
orthotist consultant shall meet all of the terms and conditions of this Agreement
2. TERM
This Agreement shall become effective on the 1st day of January, 2015 and shall
terminate on the 31st day of December, 2015.
This Agreement shall automatically be extended for two (2) additional twelve (12)
month periods upon the same terms and conditions herein set forth, unless written notice of non-
renewal is given by CONTRACTOR or COUNTY or COUNTY's Department of Public Health
Director, or designee, no later than sixty (60) days prior to the end of the current Agreement term.
3. TERMINATION
A. Non-Allocation of Funds -The terms ofthis Agreement, and the services to be
provided thereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated at any time by giving CONTRACTOR thi1iy (30) days advance written notice.
B. Breach of Contract -COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of COUNTY there is:
1) An illegal or improper use of funds;
2)
3)
A failure to comply with any term of this Agreement;
A substantially incorrect or incomplete report submitted to COUNTY;
2 5 4) Improperly performed service.
2 6 In no event shall any payment by COUNTY constitute a waiver by COUNTY of any
27 breach ofthis Agreement or any default which may then exist on the pmi of CONTRACTOR. Neither
2 8 shall such payment impair or prejudice any remedy available to COUNTY with respect to the breach
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Fresno, Ct\
1 or default. COUNTY shall have the right to demand of CONTRACTOR the repayment to COUNTY
2 of any funds disbursed to CONTRACTOR under this Agreement, which in the judgment of COUNTY
3 were not expended in accordance with the terms of this Agreement. CONTRACTOR shall promptly
4 refund any such funds upon demand or, at COUNTY's option, such repayment shall be deducted from
5 future payments owing to CONTRACTOR under this Agreement.
6 C. Without Cause -Under circumstances other than those set f01ih above, this
7 Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice
8 of an intention to terminate to CONTRACTOR.
9 4. NO COMPENSATION
1 0 This agreement, pursuant to the terms and conditions herein, shall be performed without
11 the payment of any monetary consideration by CONTRACTOR or COUNTY.
12 5. INDEPENDENT CONTRACTOR
13 In performance ofthe work, duties, and obligations assumed by CONTRACTOR under
14 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
15 CONTRACTOR's officers, agents, and employees will at all times be acting and performing as an
16 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
17 employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have
18 no right to control or supervise or direct the manner or method by which CONTRACTOR shall
19 perform its work and function. However, COUNTY shall retain the right to administer this
2 0 Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
21 terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable
2 2 provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction
2 3 over matters which are directly or indirectly the subject of this Agreement.
2 4 Because of its status as an independent contractor, CONTRACTOR shall have
2 5 absolutely no right to employment rights and benefits available to COUNTY employees.
2 6 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees
2 7 all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
2 8 save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees,
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Fresno, CA
1 including compliance with Social Security, withholding, and all other regulations governing such
2 matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
3 providing services to others unrelated to the COUNTY or to this Agreement.
4 6. MODIFICATION
5 Any matters of this Agreement may be modified from time to time by the written
6 consent of all the pm1ies without, in any way, affecting the remainder.
7 7. NON-ASSIGNMENT
8 Neither party shall assign, transfer or subcontract this Agreement nor their rights or
9 duties under this Agreement without the prior written consent of the other party.
10 8. HOLD-HARMLESS
11 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's request,
12 defend the COUNTY, its officers, agents and employees from any and all costs and expenses,
13 including attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
14 COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers,
15 agents or employees under this Agreement, and from any and all costs and expenses, including
16 attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to any
17 person, firm or corporation who may be injured or damaged by the performance, or failure to perform,
18 of CONTRACTOR, its officers, agents or employees under this Agreement.
19 9. INSURANCE
2 0 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR
21 or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the
2 2 following insurance policies throughout the term of this Agreement:
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A.
B.
Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an ammal aggregate of Two Million
Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
product liability, contractual liability, Explosion, Collapse, and Underground
(XCU), fire legal liability or any other liability insurance deemed necessary
because of the nature of the Agreement.
Automobile Liability
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C.
D.
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five
Hundred Thousand Dollars ($500,000) per accident and for property damages of
not less than Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage
should include owned and non-owned vehicles used in connection with this
Agreement.
Professional Liability
If CONTRACTOR employs licensed professional staff (e.g. Ph.D., R.N.,
L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars ($1 ,000,000) per occurrence, Three
Million Dollars ($3,000,000) annual aggregate. CONTRACTOR agrees that it
shall maintain, at its sole expense, in full force and effect for a period of three (3)
years following the termination of this Agreement, one or more policies of
professional liability insurance with limits of coverage as specified herein.
Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned. Such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by the COUNTY, its officers, agents and employees shall be
excess only and not contributing with insurance provided under the CONTRACTOR's policies herein.
This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
written notice given to COUNTY.
Within thirty (30) days from the date CONTRACTOR executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all ofthe
foregoing policies, as required herein, to the County of Fresno, Department of Public Health, P.O. Box
11867, Fresno, California, 93775, Attention: Contracts Section-6111 Floor, stating that such insurance
coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and
employees will not be responsible for any premiums on the policies; that such Commercial General
Liability insurance names the County of Fresno, its officers, agents and employees, individually and
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Fresno, C;\
1 collectively, as additional insured, but only insofar as the operations under this Agreement are
2 concerned; that such coverage for additional insured shall apply as primary insurance and any other
3 insurance, or self-insurance, maintained by the COUNTY, its officers, agents and employees, shall be
4 excess only and not contributing with insurance provided under the CONTRACTOR's policies herein;
5 and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days
6 advance, written notice given to COUNTY.
7 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
8 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate
9 this Agreement upon the occurrence of such event.
10 All policies shall be with admitted insurers licensed to do business in the State of
11 California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
12 of A FSC VII or better.
13 10. CONFIDENTIALITY
14 All services perforn1ed by CONTRACTOR under this Agreement shall be in strict
15 conformance with all applicable Federal, State of California and/or local laws and regulations relating
16 to confidentiality.
17 11. NON-DISCRIMINATION
18 During the performance of this Agreement, CONTRACTOR shall not unlawfully
19 discriminate against any employee or applicant for employment, or recipient of services, because of
2 0 race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical
21 condition, genetic information, marital status, sex, gender, gender identity, gender expression, age,
2 2 sexual orientation, or military and veteran status, pursuant to all applicable State of California and
2 3 Federal statutes and regulations.
24 12. DISCLOSURE OF SELF-DEALING TRANSACTIONS
25 This provision is only applicable ifthe CONTRACTOR is operating as a corporation (a
2 6 for-profit or non-profit corporation) or if during the term of this agreement, the CONTRACTOR
2 7 changes its status to operate as a corporation.
2 8 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
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1 transactions that they are a party to while CONTRACTOR is providing goods or performing services
2 under this agreement. A self-dealing transaction shall mean a transaction to which the
3 CONTRACTOR is a party and in which one or more of its directors has a material financial interest.
4 Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to
5 by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A
6 and incorporated herein by reference, and submitting it to the COUNTY prior to commencing with the
7 self-dealing transaction or immediately thereafter.
8 13. AUDITS AND INSPECTIONS
9 CONTRACTOR shall at any time during business hours, and as often as the COUNTY
10 may deem necessary, make available to the COUNTY for examination all of its records and data with
11 respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by the
12 COUNTY, permit the COUNTY to audit and inspect all such records and data necessary to ensure
13 CONTRACTOR's compliance with the terms ofthis Agreement.
14 If this Agreement exceeds Ten Thousand and Noll 00 Dollars ($1 0,000.00),
15 CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of
16 three (3) years after final payment under contract (Government Code Section 8546.7).
17 14. NOTICES
18 The persons and their addresses having authority to give and receive notices under this
19 Agreement include the following:
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COUNTY
Director, County of Fresno
Department of Public Health
P. 0. Box 11867
Fresno, CA 93775
CONTRACTOR
Orthotist/Manager
Valley Orthopedic, Inc.
3520 E. Shields, #102
Fresno, CA 93726
Any and all notices between the COUNTY and the CONTRACTOR provided for or
permitted under this Agreement or by law shall be in writing and shall be deemed duly served when
personally delivered to one of the parties, or in lieu of such personal service, when deposited in the
United States Mail, postage prepaid, addressed to such party.
Ill
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1 15. GOVERNING LAW
2 The parties agree, that for the purposes of venue, performance under this Agreement is
3 to be in Fresno County, California.
4 The rights and obligations of the parties and all interpretation and performance of this
5 Agreement shall be governed in all respects by the laws of the State of California.
6 16. SEVERABILITY
7 The provisions of this Agreement are severable. The invalidity or unenforceability of
8 any one provision in the Agreement shall not affect the other provisions.
9 17. ENTIRE AGREEMENT
10 This Agreement, including Exhibit A, constitutes the entire agreement between the
11 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
12 Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
13 understanding of any nature whatsoever unless expressly included in this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first hereinabove written.
CONTRACTOR:
VALLEY ORTHOPEDIC, INC.
By ' OY lfa 11./(j___.-
Print Name: ~ f'. 'f3t~t-C{
Title: £v-v-r:J ~Jr
Chairman of the Board, or
President, or any Vice President
Date: __ q_-_1-_v_"'l_c.! __
By ______________________ _
Print Name:
Title:
-------------------
-----------------------
Secretary (of Corporation), or
any Assistant Secretary, or
Chief Financial Officer, or
any Assistant Treasurer
Date: _____________ _
Mailing Address:
3520 E. Shields, #1 02
Fresno, CA 93 726
Phone#.: (559) 221-1933
Contact: Thomas E. Beall
- 9 -
COUNTY OF FRESNO:
By~r.a ~ <Z.AA.I-:--
Gary RC muelle
Purchasing Manager
Date: /t?-.3(··-1'{
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
COUN'lY OF FlmSNO
Fresno, Ci\
Exhibit A
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest."
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the Corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Page I of2
Exhibit A
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: I Date:
I
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