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HomeMy WebLinkAboutDONE, LISA B. 2cmgl AGREEMENT TERMINATION Please complete this form when the attached agreement is no Ionger in effect. Return form to the Sr. Deputy Clerk of the Council (M-34). Call 647-5238 if you have any questions. The agreement with &,w—, Ot LS A , No. doc4 — i P - was completed on�, �/Cy and final payment has been made. Department: T F C 1 -- Signature: :1)44 � Date: I I I Cl r City of Santa Ana Revised 8-7-03 Clerk of the Council `INSURANCE iOT UP1 -1LE WORK MAY NOT PROCEED CLERK OF COUNCIL. DATE; 10--12--04 THIS AGREEMENT, made and entered into this 19'Mday of , 2004 by and between Lisa B. Done_, DVM, an individual, (hereinafter "Contra r"), 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"). C'.�R65 CJ Qapas) CONTRACTOR AGREEMENT A-2004-142 RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of veterinary services. 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 those services 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 $46,800.00 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 parties acknowledge that services have been provided since July 1, 2004 and intend that those services be included within the terms of this Agreement. 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. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $50,000 per person, not to exceed $100,000.00 per automobile. Such insurance shall include coverage for owned, hired and non -owned automobiles. b. 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. c. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $100,000 per claim/ $300,000.00 aggregate. d. The following requirements apply to the insurance to be provided by and effect for the entire period covered by this Contractor pursuant to this section: (i) Contractor shall maintain all required insurance in full force and effect for the entire term of 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. e. 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, 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 Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I 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 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: and Executive Director -Parks, Recreation and Community Services 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: Lisa B. Done DVM, MPVM 1121 Windward Way Oxnard, California 93055 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 consultant 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, during 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. HEAL Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: Laufa Sheedy Assistant City Attorney CITY OF SANTA ANA DAVID N. REAM City Manager ,n.l-•- - rt�� MA B. DONE DVM, MPVM Tax ID# S6 -3 "- 'id- —16X', "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 eight (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 her best professional judgment and practice and make 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 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. 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 $3,900.00 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.