HomeMy WebLinkAboutWeldy, Scott H. 2AGREEMENT TERMINATION
Please complete this form when the attached agreement is no longer in effect.
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Return form to the Sr. Deputy Clerk of the Council (M-30). Call fi47= 23 ff if you have any
questions.
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The agreement within i J No. T 1
was completed on % p ` and final payment has been made.
Department:
Signature:
Date: �%)l
City of Santa Ana
Revised 8-7-03 Clerk of the Council
A-2004-143
INSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
-7-/ -05
CLERK OF COUNCIL
DATE: &-17-0(1
CONTRACTOR AGREEMENT
THIS AGREEMENT, made and entered into this )qtday of 2004 by
and between Scott H. Weldy, DVM, an individual, (hereinafter "Contractor"), an 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 contractor having special skill and knowledge in the field of
veterinary medicine.
B. Contractor represents that Contractor is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor 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
Contractor shall perform veterinary services at the Santa Ana Zoo at Prentice Park, as set
forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Contractor 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 $20,000.00 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,
2005, 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.
4. INDEPENDENT CONTRACTOR
Contractor 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
Contractor performs the services which are the subject matter of this Agreement; however, the
services to be provided by Contractor shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Contractor 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, Contractor shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Contractor 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 Contractor'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. Contractor 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, Contractor, if Contractor 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, Contractor agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. 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 Contractor
pursuant to this section:
(i) Contractor 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 Contractor 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 Contractor's right to be paid for its
time and materials expended prior to notification of termination. Contractor 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
Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, contractors, 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 Contractor 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 terns
of, or effects, arising from this Agreement. The Contractor 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 Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the
Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of
law; or (e) is independently developed by the Contractor without reference to information
disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Contractor 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) 571-4235
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Contractor: Scott H. Weldy, DVM ttl
2 ddl?-71 LJ(%-Pror+ 0`
Lake Forest, CA 92630
occ� I
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A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
other communication shall be effective or deemed to have been given twenty-four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Contractor. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, that terms and conditions hereof, shall not bind or obligate Contractor nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other contractors retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor 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 Contractor 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 Contractor 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
Contractor 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. Contractor 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 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
Contractor 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. Contractor 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 represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the 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:
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
By:
Lau a Sheedy
Assistant City Attorney
CITY OF SANTA ANA
DAVID N. REAM
City Manager
CONTRACTOR
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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 back up emergency veterinarian for the Zoo facilities and collection.
B. Consult with appropriate zoological and/or human experts and Zoo staff to make
recommendations regarding the nutritional and medical needs of the collection.
C. Approve the detailed report of medical treatment administered and other services
performed at each visit to the zoo. Provide a detailed report of medical treatment
administered for each visit to Serrano Animal and Bird Hospital
D. Provide telephone consultation, advice and instructions for prescriptions on an
emergency basis, either with staff or other veterinarians employed by CITY.
E. Obtain at his/her cost, medical malpractice insurance.
II CITY OBLIGATIONS
In order to assist CONTRACTOR in execution of his/her 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 use in 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
treatment 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 the Parks,
Recreation and Community Services Agency or his designated representative.
IIl. COMPENSATION
CONTRACTOR agrees to perform the professional services as set forth herein and CITY
agrees to pay CONTRACTOR for all such services at the rate of $100.00 per hour for
zoo visits. Service fees for animals taken to Serrano Animal and Bird Hospital shall be
charged at the regular hospital rate or discounted at CONTRACTOR'S choice. Said
fees shall be paid not later than 30 days after receipt of invoice from CONTRACTOR.
CITY agrees to pay cost of materials, supplies and laboratory fees incurred for treatment
of zoo specimens taken to CONTRACTOR'S home hospital for treatment.
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
E
Authorized Representative
CIippi Ai
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ACORD,. CERTIFICATE OF LIABILITY INSURANCE
DATE (MMID DNYYY)
07/12/04
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Association Unit
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
ABD Insurance & Financial Services
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
2480 Natomas Park Dr. Suite 200
Sacramento, CA 95833
INSURERS AFFORDING COVERAGE
NAIC #
INSURED
Serrano Animal &Bird Hospital, Inc.INSURER
INSURER A: Flreman�a Fund Insurance
B:
21771 Lake Forest Drive #111
INSURER C.
El Toro, CA 92630
INSURER O:
NSURER E'
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.
HER
LTR
D
NSR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
D MM/OD
POLICY EXPIRATION
DATE M DDIYY
LIMITS
A
X
GENERAL LIABILITY
AZC80758104
07/01/04
07/01/05
EACH OCCURRENCE
$1000000
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE OCCUR
DAMAGE TO RENTED
PREMISES E. dip
$250000
$10000
MED EXP(Any one person)
PERSONAL S ADV INJURY
$1000000
GENERALAGGREGATE
s2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMPIOP AGO
$2000000
POLICY 7 PF T RO-
LOC
AUTOMOBILE
LIABILITY
ANY AUTO
COMBINED SINGLE LIMIT
Ea accident)
$
ALL OWNED AUTOS
SCHEDULED AUTOS
BODILY INJURY
(Per penpn)
$
HIRED AUTOS
NON -OWNED AUTOS
BODILY INJURY
(Perramaccidant)
$
PROPERTY DAMAGE
(Per accidenp
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
ANY AUTO
OTHER THAN EA ACC
$
$
AUTO ONLY: AGO
EXCESS/UMBRELLA LIABILITY
OCCURRENCE
$
AGGREGATE
$
OCCUR F—ICLAIMS MADE
LEACH
DEDUCTIBLE
$
RETENTION $
WORKERS COMPENSATION AND
WC STATU- OTH-
EMPLOYERS' LIABILITY
E.L. EACH ACCIDENT
$
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED]
E. L. DISEASE - EA EMPLOYEE
$
If yes, describe under
E.L. DISEASE -POLICY LIMIT
$
SPECIAL PROVISONS below
OTHER
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I E%CLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
City of Santa Ana, Its officers, agents, employees, representatives and
volunteers are included as Additional Insured as respects to Operations
Performed by the Named Insured.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
City of Santa Ana, Parks, DATE THEREOF, THE ISSUING INSURER WILL ENRR9N9M(XIMIL I_ DAYS WRITTEN
Recreation & Community Services NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BWX*XXXRXMARXftAMM Q
20 Civic Center Plaza BaIR$RaNCRewtzxaarMaaRMReonRxRRRocx$oMRMRauua$e$MxMSD$MRxxmotMx)oMxxx
Santa Ana, CA 92701 ®ea�xaxmdBrY
ACORD 25 (2001/08) 1 of 2 #596273 SERRAANIMI _nc o ACnRn cnaanFi 40RR
WC/
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.
��
ACORD 25-S (2001/08) 2 of 2 $59a27a
POLICY NUMBER: AZC80758104 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 apppears above, information required to complete this endorsement will be shown in the Declarations
as applicable to 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