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HomeMy WebLinkAboutWeldy, Scott H. 1City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM t Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. The agreement with Scott H. Wledy. DVM COTC Office Use Only No. N-2003-008 Lti) (Ark was completed on 6/30/03 and final payment has been made. (List all amendments. Use space below if needed.) Department: PRCSA Phone/Ext.: 5254 ��A{�/4�r/l✓i Signature: 1IS- 8 ; Date: 5/13/14 Revised 08-13' INS! - :6f nay rfLc Vvon-, MAY PROCEED UNIIUNSURANCE EXPIRES CLERK OF COUNCIL DATE: o2%/cyo CONSULTANT AGREEMENT P�Sy THIS AGREEMENT, made and entered into this _ day ofcbfua 20(P� by Fh and between Scott H. Weldy, DVM, an individual, (hereinafter "Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of veterinary services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. Maximum amount for reimbursable expenses shall be $2000.00. Provided however, the total sum to be expended under this Agreement, shall not exceed $10,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2003, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Parks, Recreation and Community Services Agency and the City Attorney. M 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of the Parks, Recreation and Community Services Agency City of Santa Ana 888 W. Santa Ana Blvd Ste 200 Santa Ana, California 92702 telefacsimile (714) 5714235 and, 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represent$ and Warrants that it's §'ignature hereinbelow has the power, authority and right to bind their respectiVe P"d � 6t;h tifthe terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ,Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Att By Cristine I!K.5haw Assistant City Attorney RECOMMENDED FOR APPROVAL: Jon "Rip" Ribble Executive Director of the Parks, Recreations and Community Services Agency CITY OF SANTA ANA AVID N. REAM City Manager CONSULTANT Soatt 14.W DVM hw iroidual SS # SevroY o FFntvj e dual l6sf(6( XY\C-. Oat 07 02 08:21a • f�.e. Santa Ana Zoo 7149537401 p.4 Z' "EXHIBIT A" CONTRACTOR'S OBLIGATIONS CONTRACTOR agrees to render veterinary services to CITY at the zoo on a continuing basis for the duration of this Agreement, including, but not limited to the following: A. Serve as secondary medical offiar for the Zoo facilities and collection. B. Serve as caretaker of all drugs, narcotics, pharmaceutical equipment. CONTRACTOR also will administer or supervise the administration of narcotics, pharmaceuticals, and pharmaceutical equipment to the animals in the Zoo collection. C. Assist the primary medical officer in providing a comprehensive program of preventative and curative medical care for the entire animal collection. D. Consult with primary medical officer and Zoo staff and make recommendations regarding the nutritional needs of the collection, E. Visit the Zoo facilities and examine the animals health and sanitation on average of four times a year. In addition to treatment of ill or injured animals, services may include necropsy of deceased animals, simple laboratory procedures and tests, vaccinations and other procedures as required. F. Assist the Associate Zoo Curator/Zoologist and Registrar in establishing and maintaining complete medical history records for each animal in the collection. G. Approve the detailed report of medical treatment administered and other services performed at each visit which is prepared by Zoo Staff and return a signed copy for the zoo files. H. Exercise his best professional judgement and practice and make his best efforts to maintain the animals and facilities and advise Zoo Staff on maintenance of same so as to insure the best living conditions possible for the collection. Provide telephone consultation, advice and instructions or prescriptions, an a reasonably unlimited basis, either with staff or other veterinarian we may employ. Oct 07 02 -09t218 Santa Hna Zoo 7149537401 1. Provide his signature as our consultinglattending veterinarian for necessary and required certificates, licenses or permits. fL Advice on ordering medicine, supplies or instruments. L. Obtain at his cost medical malpractice insurance. II. CITY OBLIGATIONS In order to assist CONTRACTOR in execution of his responsibilities under this agreement and to enhance the care of the animals in the collection, the CITY agrees to do the following: A Maintain a pharmaceutical safe for the storage of all controlled drugs and narcotics. B. Maintain a facility for the use in the surgery and/or treatment of the collection with recovery and holding cages and related equipment as necessary at the zoo. C. Provide CONTRACTOR with staff support from Zoo personnel. D. Purchase equipment, biological, drugs, narcotics, pharmaceuticals and or other medical supplies upon request of CONTRACTOR. E. Provide staff assistance for the capture and treatment of animals. F. Provide staff treatment of specimens on telephone or written instructions from CONTRACTOR. G. Provide additional veterinarians, where advisable for emergencies and for these services. H. Maintain diagnostic or treatment notes filed in our records by backup veterinarians we may employ for the CONTRACTOR'S review or use. I. Pay for all outside laboratory expenses incurred as a result of CONTRACTOR'S supervision of animals in the collection. J. Pay all other expenses necessary for the care of the collection when recommended by CONTRACTOR and approved by the Executive Director of Recreation and Community Services or his designated representative. Oct 07 02 08321a Santa Ana Zoo III. CONVENSATION CONTRACTOR agrees to perform d and CITY agrees rs pay COr r� one hundred dollars ($100.00) the 30 days after receipt of invoice cost of materials, supplies and laboraa specimens taken to Serrano Animal & CITY agrees to pay annual dues to the Veterinarians. Payment is to be in the Weldy D. V.M. for the fees. 7149537401 fessional services as set forth herein r all such services at the rate of d fees shall be paid not later than CONTRACTOR. CITY agrees to pay fees incurred for treatment of zoo rd Hospital for treatment. titan Association of Zoo of reimbursement to Scott H. C"X p.6 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the Clerk of the Council, City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # . Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative Client#: 46200 SERRAANIM1 ACORD,. CERTIFIC OF LIABILITY INSWANCE DATE MM/DD[YYYYj fTE 11/20/03 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Association Unit ABD Insurance & Financial Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 305 Walnut Street Redwood City, CA 94063 A INSURERS AFFORDING COVERAGE NAIC # INSURED Serrano Animal & Bird Hospital, Inc. 21771 Lake Forest Drive #111 El Toro, CA 92630 INSURERA: Fireman's Fund Insurance INSURER B: INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD' NSR TYPE OF INSURANCE POLICY NUMBER POLICY MIDD IV DATE MFFECTI POLICY EXPIRATION DATE EXPIRATION LIMITS A GENERAL LIABILITY AZC80727616 07/01/03 07/01/04 EACH OCCURRENCE $1000000 X COMMERCIAL GENERAL LIABILITY D DAMAGE TO RENTEtr $250OOO CLAIMS MADE O OCCUR MED EXP (Any one person) $10 000 PERSONAL & ADV INJURY $1 DDO D00 GENERAL AGGREGATE $2 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2000000 POLICY PRO- ECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) BODILY INJURY ALL OWNED AUTOS SCHEDULED AUTOS (Per person) $ BODILY INJURY $ HIRED AUTOS NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (PeraccidenU GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY; AGG EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE $ DEDUCTIBLE $ RETENTION $ A WORKERS COMPENSATION AND WZP80914440 07/01/03 07/01/04 X WcsTATU- oTH- EMPLOYERS' UABRITY E.L. EACH ACCIDENT $1,000,000 ANY PROPRIETOWPARTNER/EXECUTIVE E..L.DISEASE -EA EMPLOYEd $1,000,000 OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT I $1,000,000 A OTHER Professional AZC80727616 07/01/03 07/01/04 $1,000,000 occurrence Liability $2,000,000 aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Workers Comp Information `* V Voluntary Compensation ** Supplemental Name ** (See Attached Descriptions) City of Santa Ana, Parks, Recreation & Community Services 20 Civic Center Plaza Santa Ana, CA 92701 LID ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION THEREOF, THE ISSUING INSURER WILL EI*Rk19 W)CIiNRIL -In DAYS WRITTEN TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, ACOKU 25 (2001/08) 1 of 3 #530885 SERRAANIMI VAB © ACORD CORPORATION 1988 7 O'D 1. IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. AGURL) 25.5 (2001/08) 2 of 3 #530885 DIVRIPTIONS (Continued fro age 1) Doing Business As: Serrano Animal & Bird Hospital, Inc. City of Santa Ana, Its officers, agents, employees, representatives and volunteers are included as Additional Insured as respects to Operations Perfored by the Named Insured. AMS 25.3 (2001108) 3 of 3 #530885 POLICY NUMBER: AZC80727616 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON or ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Santa Ana, Parks, Recreation & Community Services 20 Civic Center Plaza Santa Ana, CA 92701 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable fo this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your operations or premises owned by or rented to you. City of Santa Ana, Its officers, agents, employees, representatives and volunteers are included as Additional Insured as respects to Operations Perfored by the Named Insured. CG 20 26 11 85 •-J �1. 1110 aerrano H ana a Hospital Oot 27 03 Olt44p Isnta Ana 200 ADDITIONAL INSURED ENDORSEMENT 949 855 1070 p_4 7i41537401 p,3 lnsurance Company: F f 2 E M/+ it1.'S Ff f ,y � 114 S &. Thi%clidorsemeot modifies such insurance : s in niforded by the provisions of Policy # AZ C too ,Z Relating to the following: 1. *ML, City of Santa Ana, 20 Civic Center Plaza, Narita Ana, California'y27111, officers, employees, agents anti repnwntativm are named as additional insorml with regard to liability and defense of suits at ising from the operations and usin parformoJ by on behalf of the named insured, 2. With respnrt to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is Primary and is not to contributing with any other insurance carried by or for the benefit of the addillonal insured. 3, This insurance applies suparahfly, to each insured agaimsl whom claim is made or suit is brought except with respect to the company' n litttlts of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. A. With respect to the additional insured, this irtsuram-e shall not tie cancelled, or nmh:rially reduced in coverage or limits excopt after thirty-30 days written notice. has given to the City of Santa Ana, 20 Civic Center Plain, b*%nla Ana, Colifurnia 92701. Completion of the following, including eounterstb'nature, is toquircd to make this endorsement affective, L•'ffectivc 7 _ f _ C 3 this endorsement form as part of Policy # A Z t^ 2U 7.3 7 6 / (o Issued to Se2klf4=c Ar)rf-r4L t- /3iRe� /�oSf Sti'C NamM Insures Countersigoed by oa/IF/v7