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HomeMy WebLinkAbout25B - AGMT - VET SRVS AT SAZOOREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 6, 2014 TITLE: AGREEMENT AMENDMENT AND NEW AGREEMENT WITH DR. SCOTT WELDY TO PROVIDE VETERINARY SERVICES FOR THE SANTA ANA ZOO AT PRENTICE PARK - CITY M AGER 1:1*4161imm4ill�7� 7_[��[�7►`I CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Dr. Scott Weldy, dba Serrano Animal & Bird Hospital, for veterinary services at the Santa Ana Zoo at Prentice Park, increasing total compensation from $75,000 to $84,500, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute a new agreement with Dr. Scott Weldy, dba Serrano Animal & Bird Hospital, for veterinary services at the Santa Ana Zoo at Prentice Park in the amount of $84,500, which includes a 30% contingency, for a one -year term with two one -year options under the same terms and conditions, exercisable by the City Manager, beginning July 1, 2014 and renewing on July 1, 2015 and July 1, 2016, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Zoo at Prentice Park is required by the United States Department of Agriculture and the Association of Zoos and Aquariums (AZA) to provide veterinary services for the collection of animals maintained at the Zoo. An agreement has been established with Dr. Scott Weldy to provide veterinary services for the Santa Ana Zoo at Prentice Park, Dr. Weldy has over 25 years of exotic animal veterinary experience and has established a comprehensive animal health program to monitor the wellness of the animals residing at the Zoo. Through routine, weekly zoo - facility visits to examine the animals' health and sanitation and maintenance of medical history records for each animal, Dr. Weldy is able to provide preventative and curative medical care for the entire zoo collection. An increase in total compensation to $84,500 will increase the contingency to 30% to provide for emergency and reimbursable veterinary expenditures at the Zoo through the end of the current agreement, which expires on June 30, 2014. Additionally, entering a new agreement with total compensation of $84,500 annually, which jpes1a 30% contingency, will provide veterinary Agreement Amendment and New Agreement with Dr. Scott Weldy May 6, 2014 Page 2 services from July 1, 2014 through June 30, 2015 with two one -year options to renew for services through June 30, 2017. The total compensation reflects sum of $65,000, for routine, weekly services and $19,500, for emergency or reimbursable expenditures. Due to the nature of maintaining a living collection, unforeseen needs such as emergency surgeries for elderly animals and urgent neonatal care necessitates the need for a contingency of this funding level. FISCAL IMPACT Funds are available in the Santa Ana Zoo at Prentice Park, Contractual Services - Professional expenditure account (no. 01113220 62300). Parks, Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez, Executive Director Finance and Management Services Agency .- 25B -2 AMENDMENT TO AGREEMENT THIS AMENDMENT, made and entered into this 15"' day of April, 2014, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ( "City"), and Dr. Scott Weldy DVM, dba Serrano Animal & Bird Hospital ( "Consultant "). RECITALS A. The City and Consultant entered into that certain Consultant Agreement dated. July 1, 2013, hereinafter referred to as "said Agreement" ( #A- 2013 -071), for Consultant to provide veterinary services to the Santa Ana Zoo at Prentice Park. B. The parties hereto desire to amend the Compensation term of said Agreement. WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all of the terms and conditions of said Agreement as hereby amended, the parties hereto do hereby agree as follows: Section 2 of said Agreement, Compensation, is hereby amended to increase the Compensation by adding Nine Thousand Five Hundred Dollars for a total not to exceed amount of Eighty -Four Thousand Five Hundred Dollars ($ 84,500.00). 2. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to said Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Cavalho, City Attorney ✓JI ;z'C' By: Lisa Storck Assistant City Attorney David Cavazos City Manager CONSULTANT Serrano Animal and Bird Hospital Scott Weldy, DVM Owner 25B -3 25B -4 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 1't day of July, 2014 by and between Dr, Scott.Weldy DVM, dba. Serrano .Animal &.Bird_Hospital (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 provide veterinary services to the Santa Ana Zoo at Prentice Park, 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, an amount which shall not exceed Eighty -Four Thousand Five Hundred Dollars ($84,500) annually during the Term of this Agreement. Payment shall include Sixty Five Thousand, Dollars ($65,000) for base bid Scope of Work and Nineteen Thousand Five Hundred Dollars ($19,500) identified in contingency for extra services subject to prior approval by the City. 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, 2015, unless terminated earlier in accordance with Section 12, below. There shall be two (2) one -year options to renew, exereisable by the City Manager under the same terms and conditions as this Agreement. 25B -5 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 Iimit 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. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: r (i) Consultant shall maintain all insurance required above in U1 force and effect for the entire period covered by this Agreement. (it) Certificates of insurance shall be furnished to the City upon execution of this Agreement.and -shall -be-approved in 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 (3 0) days prior written notice to the City. e. 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. 61 INDEMNIFIICATION 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 byreason 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. 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 25B -7 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 facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1.988 Facsimile (714) 647 -6956 With courtesy copies to: and Executive Director of Parks, Recreation and Community Services Agency City of Santa Ana 26 Civic Center Plaza (M -75) Santa Ana, California 92702 Facsimile (714) 571 -4221 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647 -6515 To Consultant: Scott Weldy, DVM Serrano Animal & Bird Hospital 21771 Lake Forest Dr. # 111 Lake Forest, California 92630 Facsimile (949) 855 -9744 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, r 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 facsimile, 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 Consultant, 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 Consultant. 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 Consultant 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 Consultant, Consultant 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 consultants retained by City. 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 perfornlance 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 25B -9 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 constnied 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 represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terns 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. 25B -10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: r" ' Lisa Storck Assistant City Attorney CITY OF SANTA ANA David Cavazos City Manager SERRANO ANIMAL AND BIRD HOSPITAL SCOTT WELDY, DVM Owner Tax ID # 25B -11 EXHIBIT A SCOPE OF SERVICES L .. CONSULTAN.T'S_OBLIGATI.ONS ... _...___ Consultant agrees to render veterinary services to City at the Santa Ana Zoo at Prentice Park ( "Zoo ") and in the home practice /place of business on a continuing basis for the duration of this Agreement, including, but not limited to the following: SCOPE OF WORK (BASE BID REQUIREMENTS) A. Serve as a medical officer for the Zoo's animal collection. B. Serve as caretaker of drugs, narcotics, and pharmaceutical equipment. Consultant also will administer or supervise, including verbal and written communications on the administration of narcotics, pharmaceuticals, and pharmaceutical equipment to the animals in the Zoo collection. C. Provide a comprehensive program of preventative and curative medical care for the animal collection; including annual and routine exams, annual review of the nutritional needs of all species and recommendations for any dietary changes, and a comprehensive parasite treatment plan for all species. D, Consult with appropriate zoological and/or human experts and Zoo staff to make recommendations regarding the nutritional and medical needs of the collection. E. Visit the Zoo facilities and examine the animals' health and sanitation on average 12 hours per week. The Zoo Curator and the Consultant will decided on the hours on an as- needed basis. Assist the Zoo Curator 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 as prepared by Zoo staff (or by the veterinarian) and sign the zoo vet visit log (time sheets) for the Zoo files. H. Exercise his/her best professional judgment and practice and make his /her best efforts to maintain the animals. Advise Zoo staff on maintenance of same so as to insure the best medical, husbandry, enrichment and living conditions possible for the animal collection. I. Provide telephone consultation, advice and prescription instructions on a reasonably unlimited basis, either with staff or other consulting veterinarians employed by City. Provide a signature as City's consulting /attending veterinarian, for necessary and required certificates, licenses, permits or other documents. 25B -12 K. Advise on ordering medicine, supplies or instruments. L. Obtain at his /her cost, medical malpractice insurance, REIMBURSABLE EXPENSES (SUBJECT TO PRIOR CTTY APPROVAL) *specialty tools and supplies not available in the Zoo hospital (i.e, access to ultrasound and digital radiography) * specialist diagnostic services (i,e. radiograph, dental, and surgical consultations) * after -hours emergency care (i.e. animals needing 24 br. care) *off -site clinic visits (i.e, animals taken to Serrano Animal Hospital for emergency treatment) Il CITY OBLIGATIONS In order to assist Consultant 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 Consultant with staff support from Zoo personnel, D. Purchase equipment, biological, drugs, narcotics, pharmaceuticals and /or other medical supplies upon reasonable request of Consultant, as needed. E. Provide staff assistance for the capture and treatment of animals. F. Provide staff treatment of specimens on telephone or written instructions from Consultant. G. Provide additional veterinarians, where advisable for emergencies and, as necessary, as back -up for the services listed herein. H. Maintain diagnostic or treatment notes filed in our records by backup veterinarians we may employ, for the Consultant's review or use. 1. Pay for all outside laboratory expenses incurred as a result of Consultant's supervision of animals in the collection. Pay all other expenses necessary for the care of the collection when reasonably recommended by Consultant and approved by the Executive Director of the Parks, Recreation and Commiunity Services Agency or his/her designated representative. 25B -13 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT _._ ..... FOR _ COMMERCIAL S` iENBRAL_LIABILITY- PCUCY._ _ ..... ... . Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy 4 relating to the following: I, 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 Cleric of the Council, City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to malce this endorsement effective.) Effective Policy ## _ Issued to Countersigned by to this endorsement form as a part of Insured Authorized Representative 25B -14