HomeMy WebLinkAboutDONE, LISA B. 1AGREEMENT TERMINATION
Please complete this form when the attached agreement is no longer in effect.
Return form to the Deputy Clerk of the Council (1\4-30)_ Call 647-6520 if you have any
questions.
The agreement with L-) P s,. 'J ` %12J 2:>y M , A- Z—RO �j � /L%J
was completed on _ 7 VY 31I Ll % , and final payment has been made.
Department: p gG ,i
Signature: � / W �
Date: I l 106
City of Santa Ana
Revised 4-16-87 Clerk of the Council
INSURANCE ON FILE A-2003-141
WORK MAY PROCEED
UNTIL IN UR NCE EXPIRE$
,roy
CLERK OF QOU1OIL
DATE: s %O CONSULTANT AGREEMENT
THIS AGREEMENT, made and entered into this ( day of �q , 2003 by
and between Lisa B. Done, DVM (hereinafter "Consultant"), and the City of Sana 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 medicine.
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 consulting firm 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 render veterinary services to the Santa Ana Zoo at Prentice Park, as set
forth in Exhibit A, attached hereto.
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 $45,000.00 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,
2004, 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 Parks,
Recreation and Community Services and the City Attorney.
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. Reserved.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $50,000 per person and $100,000 per auto 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 less than $1,000,000 per accident.
d. Professional liability (errors and omissions) insurance, with a combined single limit of
not less than $100,000 per client and $300,000.00 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.
2
(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 effect 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:
and,
Parks, Recreation and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-90)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 953-7401
Attn: Zoo Manager
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 Consultant:
4
Dr. Lisa B. Done, DVM
1121 Windward Way
Oxnard, California 93055
805-382-4062
exoticvet@aol.com
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
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, the 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 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 governed 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 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:
PAT A E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
La ra Sheedy
Assistant City Attorney
CITY OF SANTA AN
DAVID N. REAM
City Manager
CONSULTANT
ISA B. DONE, DVM, MPVM
Tax ID# �i 3 r ^ t 0 ,;Z y
EXHIBIT A
I. 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 primary medical officer for the Zoo facilities and collection.
B. Serve as caretaker of all drugs, narcotics, and pharmaceutical equipment.
CONTRACTOR also will administer or supervise 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 entire animal collection.
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 animal's health and sanitation on average
8 hours per week.
F. Assist the Associate 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 return
a signed copy for the Zoo files.
H. Exercise his/her best professional judgment and practice and make his/her 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.
I. Provide telephone consultation, advice and instructions of prescriptions on a
reasonably unlimited basis, either with staff or other veterinarians employed by
CITY.
Provide a signature as our consulting/attending veterinarian, for necessary and
required certificates, licenses or permits.
K. Advise on ordering medicine, supplies or instruments.
L. 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 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.
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.
III. 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 $3,400.00 per month.
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.
CITY agrees to pay annual dues to the American Association of Zoo Veterinarians.
Payment shall be in the form of reimbursement to CONTRACTOR.
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Usa B. Done, D.V.M.
1121 Wind Ward Way
Oxnard, CA 93035-2459
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AVMA Professional Liability Insurance Trust
P. O. Box 1629, Chicago, IL 60690-1629
FOR INFORMATION, OR
TO MAKE A COMPLAINT,
PLEASE CALL (800) 228-7548
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ITEM 3 The Insurance ~dad Is only with respect to such and so many of the following eotrerages as ere indlcafed
by a specific annual premium charge shown balm.
'ERAGE A - PRIMARY PROFESSIONAL UABIU Y LIMITS
$100,000 each claim / $300,000 aggregate
PRIMARY
nber Name Member No. IRC CLASS PL -PREM
Jsa Beth Done 146011 42 IV $ 147
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As of Issue
10/11/2002 REN
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Producer MACK AND
$ 147.00
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Countersignature of Authorized Agent
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11 irm tFroTrisurance Rating Code (IRC) and my mailing address shown shove is correct.
1 would like my certificate changed as Indicated on the attached Change Request Form. DUE DATE: 1/01/2003
Payment options: 13 Check enclosed ❑ Money Order [3Vias ❑ Mastercard Amount Enclosed/Charged: $
To pay by credit card, please compote #w following: (craft cad aerm•n► ea wdwas In NoM CAro a)
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Signature of Insured Data
Do not withhold payment pending receipt of adjusted billing as this could cause cancellation of coverage.
060878 030101 00014700 0026267000 8
_--..APFROVED—AS TO FORM-----.--
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Laura Speedy
Deputy City Attorney ,r.
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Jun 06 03 09:47a State Farm Ins.
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AUTO POLICY STATUS
H PHONE: (805) 382-4062
ANDFRSON,SCOTP AND DONE, I.TSA MUTL C45 0377-B02-5511 1RG: 14
1121 WINDWARD WAY ZIP: 93035
OXNARD CA 93035-2459 1992 ISUZU RODEO CLASS: 6B3HCV11
SPORT WG ACC FREE: AUG -02-89
VIN: 4S2CY5822N4311729 BIRTH: OCT -20-51
STATUS:PAID DUE DATE: TERM DATE: TOT .PREM: 324.78
AMT DUE: 0.00 OXD:AUC-02-89 COV DATF.:FF.8-02-02 PRFV PRFM: 267.15
A 50 /100 /50 163.82 U 5D /100 27.95
D 24.7.9 U1 1.66
G250 92.50
H 3.84
R1 16 /400 1.0.72
AMT PAID: 324.78 DATE PATD: JAN -31-03
GRP 03/31/97, CDR HR 319.60, MCD 70.64, LD 6 19.72,
CGDD 81.21, ODM 113500 03-97.
NAME: ANDERSON,SCOTT AND DONE, LISA
REPLACED POLICY: C450377-55
EXCEP. & FIND:
DRVR DT OF LIC RL NXT RL -DT
LISA 10/20/1967 SR
REC CHG:
COV. S & Z NAMES S AMT 2
H PHONE: (805) 382-•4062
POLICY FORM: 9805A
ACC/CONV DIVrE INFORMATION
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APPROVED AS TO FORM
Lai a Sheedy
Deputy City Attorn€y