CONTRACT 5823 Vender Agreement CLOSEDS MUM lR
Friends for life'
Agreement No. 5823
This AGREEMENT is entered into on this 1st day of October . 20 19 between the CITY OF EL SEGUNDO
a general law city and municipal corporation, ("CITY") and THE LOS ANGELES SOCIETY FOR THE PREVENTION OF
CRUELTY TO ANIMALS, a California Corporation ("CONTRACTOR").
In consideration of the mutual promises, covenants and conditions hereinafter set forth, CITY and CONTRACTOR
hereby agree as follows:
1. SCOPE OF SERVICES. CONTRACTOR will serve as the Director of Animal Sheltering for CITY in accordance
with applicable law. CONTRACTOR will accept stray animals turned in by citizens of the CITY. CONTRACTOR will
also accept owned animals relinquished by citizens of the CITY [upon payment of the CONTRACTOR'S fee for
such service]. To fulfill this responsibility CONTRACTOR will maintain an animal shelter located at 12910 Yukon
Avenue in the City of Hawthorne during the term of this Agreement. CITY agrees to ensure that all ill or injured
animals receive emergency medical care as required by applicable law before depositing said animal with
CONTRACTOR. CONTRACTOR agrees not to provide animals for scientific research. Upon CITY's request, the
CONTRACTOR will teach up to four (4), one-hour educational classes and/or workshops for the community, at
a cost of $ioo.00 per session. These classes will present various topics on how to be a good pet guardian; all
dates, times, and topics will be determined upon mutual agreement of CITY and CONTRACTOR and will be free -
of -charge to the attendees.
2. FEES. CITY agrees to pay CONTRACTOR a sum equal to Two -thousand -four -hundred -dollars($ 2,400.00 )
per month for CONTRACTOR's services and Fifty Dollars ($5o.00) per day per animal held in excess of the
CITY's mandated holding period at the CITY's request. For a new contract, this monthly fee is based upon
initial estimates of animal intake activity provided by the City. For a renewal contract, the fee is based
upon historical animal intake activity data. In either circumstance, the CITY'S animal intake activity will be
reviewed periodically by the CONTRACTOR during the contract term to determine if said activity warrants a
fee adjustment. Should an adjustment be deemed necessary, it will take effect in the first billing period
subsequent to that determination. CONTRACTOR will invoice CITY each month. CITY agrees to pay each invoice
within fourteen (14) days after receipt of an invoice.
3. TERM. The term of this Agreement is from October 1, 2019 to September 30, 2020„ The term of this Agreement
shall automatically renew for additional one year(s) terms unless either party provides written
notice to the other at least thirty (3o) days prior to the end of the initial term or any renewal term. Fees
payable during any renewal term will be adjusted by CONTRACTOR to reflect the prevailing rates in effect at the
time of renewal.
4. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a taxpayer identification number.
5. PERMITS AND LICENSES. CONTRACTOR, at its sole expense, will maintain during the term of this Agreement,
all necessary permits, licenses, and certificates that may be required in connection with the performance of
services under this Agreement.
6. PROJECT COORDINATION AND SUPERVISION.
(a) Denise Jakcsy will be assigned as CONTRACTOR's Project Manager and will be responsible for
coordination with CITY's Project Manager for the services described in Section 1,.
4840 -71o8 -1524.v2 Last updated: 10/26/2018
SP;4
— for life®
Agreement No. 5823
(b) Lt. Ray Garcia will be assigned as CITY's Project Manager and will be personally in charge of
and personally supervise the Project on a day -today basis on behalf of CITY and will maintain direct
communication with CONTRACTOR'S Project Manager to facilitate CONTRACTOR's provision of the services
described in Section i.
TERMINATION FOR CONVENIENCE.
(a) Notwithstanding anything to the contrary set forth in Section 3, either party may terminate this
Agreement for convenience at any time with or without cause upon (3o) days' written notice.
(b) CONTRACTOR and CITY each waive any and all claims for damages that might otherwise arise from
termination of this Agreement pursuant to this Sect 99,, and/or pursuant to Section ..
INDEMNIFICATION.
(a) CONTRACTOR shall indemnify, defend (at CITY'S request and with counsel reasonably satisfactory to
CITY), and hold CITY harmless from and against any and all liability, loss, claim, action, damage, cost
(including without limitation, reasonable attorney's fees) and expense arising out of CONTRACTOR'S
performance of the services pursuant to this Agreement.
(b) For purposes of this Section "CITY" includes CITY'S officers, officials, employees, agents,
representatives, and certified volunteers.
(c) CONTRACTOR expressly agrees that the indemnity set forth above is intended to be as broad and
inclusive as is permitted by the law of the State of California.
(d) The indemnification obligations of CONTRACTOR set forth in this Section 8 will survive termination of
this Agreement.
(e) The requirement as to the types and limits of insurance coverage to be maintained by CONTRACTOR
as set forth in Section 12 are not intended to and will not in any manner limit or qualify the liabilities
and obligations otherwise assumed by CONTRACTOR pursuant to the provisions of this Section 8.
9. ASSIGNABILITY. This Agreement is for CONTRACTOR'S unique services. CONTRACTOR may not assign the
benefits or burdens of this Agreement without CITY'S prior written consent.
io. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that CONTRACTOR will act as an independent
contractor and will have control of the method and manner in which the services are performed hereunder.
CONTRACTOR is free to contract for similar services to be performed for other entities while this Agreement
is in effect with CITY. CONTRACTOR is not an agent or employee of CITY and is not entitled to participate in
any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this
Agreement that may appear to give CITY the right to direct CONTRACTOR as to the details of how the services
are provided or to exercise a measure of control over the services means that CONTRACTOR will follow the
direction of the CITY as to end results only.
4840-7108-1524.v2 ' 2 Last updated: 10/26/2018
Agreement No. 5823
/l. RECORDS RETENTION. CONTRACTOR will maintain full and accurate records with respect to all services
provided under this, Agreement. CONTACTOR will retain such records for at least three (3) years after
termination or final payment under this Agreement.
12. INSURANCE.
(a) At all times during the 1n[0 of this Agreement, CONTRACTOR will nl8|DtaiU the following types of
insurance with coverage limits complying, at a minimum, with the limits set forth below.
I Type of insurance
Commercial general liability:
Business automobile Uubiihv
Workers compensation
Limits (Combined Single)
Statutory limits
/h\ [O00c[[ial general liability insurance will meet Vrexceed the requirements 0f|SU'[GL Fn[0 NO. [6
on 0l io Ol. The a0VUOt of insurance set forth above will be $l,VoO,oOo per OcCUr[cOce — $3,000000
aggregate for bodily injury, personal |n'uq< and property damage for the policy coverage. Liability
policies will be endorsed to name [|7Y, its officials, and employees as "additional insUred's" under said
insurance coverage and to state that such insurance will be dcr0cd "primary" such that any other
insurance that may be carried byCITY will be excess thereto. Such insurance will be VO an ^nccU[rcOcc°
not a "claims made," basis and will not be cancelable except upon thirty (3O) days prior written notice
to CITY. '
(c) Automobile coverage will be written on ISO Business Auto Coverage Form [AoOOl 07 97' or similar
form for CONTRACTOR owned autos,
(d) CONTRACTOR will furnish to CITY duly authenticated Certificates Of |DSUnGO[e and Endorsements
evidencing the insurance required under this Agreement and such other evidence of insurance or copies
of policies as maybe rcasnOahk/ required hvCITY from time to time. Insurance must be placed with
insurers Vvith' current A.M. Best Company rating of "kVU."
/p\ Should CONTRACTOR, for any reason fail to maintain the insurance required bythis Agreement, CITY
may, after providing reasonable written notice to CONTRACTOR, obtain such coverage @1CONTRACTOR'S
expense and deduct the cost of such iOSUn@Dce from payments due to CONTRACTOR under this Agreement
13. NOTICES. All written communications by one party to the other will be sent as follows:
4840-7108-1524.V2 3 Last updated: 10/26/2018
Sp— riends for life®
IOWA
Lt. Raymond Garcia
City of EI Segundo
348 Main Street
EI Segundo, CA 90245
Agreement No. 5823
till Ell180111 Iw
CONTRACTOR
Randy Sheriff
spcaLA
5026 West Jefferson Blvd.
Los Angeles, CA 9ooi6
Any such written communications will be conclusively deemed to have been received by the addressee at the
time of actual delivery when sent by certified or registered mail, return receipt requested, postage prepaid.
Changes may be made in the names or addresses of persons to whom notices are to be given by giving
notices in the manner prescribed in this paragraph.
14. INTERPRETATION. This Agreement will be construed in accordance with the laws of the State of California,
and exclusive venue for any dispute involving this Agreement will be in Los Angeles County.
15. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties. There are no other
understandings, terms or other Agreements express or implied, oral or written. This Agreement will bind and
inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.
16. EFFECT OF CONFLICT. In the event of any conflict or inconsistency between any provision of this
Agreement, and any other document or agreement, whether oral or written, the provisions of this Agreement
will govern and control.
17. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with
legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair
meaning; it will not be interpreted strictly for or against either party.
18. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be
invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion
of the court to render such portion enforceable and, as so modified, such portion and the balance of this
Agreement will continue in full force and effect.
19. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken
by the parties to authorize the undersigned to execute this Agreement and to engage in the actions described
herein. This Agreement may be modified by written amendment executed by both parties. CITY'S city manager,
or designee, may execute ay such amendment on behalf of CITY.
20. COVENANTS AND CONDITIONS. The Parties agree that all of the provisions hereof will be construed as both
covenants and conditions, the same as if the words importing such covenants and conditions had been used
in each separate paragraph.
21. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and
not affect the interpretation of this Agreement.
4840-71o8-i524.v2 4 Last updated: 10/26/2018
9p- ;49
Friends for life"
Agreement No. 5823
22. FORCE MA]EURE Should performance of this Agreement be prevented due to acts of COJ' fire,
flood, earthquake, explosion, hostilities,, war,war,strikes, embargo, riots, government action, civil or military
authority, the Da1U[ai elements, orother similar causes beyond the parties' control, then this A�rcemeO1vvU|
i0[�edia1e(yte[nDin3tcVvhhu4t obligation of either party to the other,~
23. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.
24, COUNTERPARTS. This Agreement may be executed in any DU0hc[ or counterparts, each of which will be
an original, but all of which together will constitute one instrument executed on the 3arDc date.
[SIGNATURE PAGE TO FOLLOW]
4840'7108'1524x2 ^ 5 Last updated: 10/26/2018
tunPOT7
mr RREmArAff/ LJIFI
`OWSW IMF
Friends for life'
Agreement No. 5823
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first hereinabove
written.
"CITY" "CONTRACTOR"
City of El Segundo The Los Angeles Society for the Prevention of
Cruelty to Animals
(print Name o), "CITY")
A Sen
By:
By -i'-" . .........
Title: City Manager Title, , President
Date: Date: 10/O1 /2019
By:
Title: Title: CFO
Date:
10/01/2019
Date.'
"ATTEST"
Name: \MrAVM-
Title: City Clerk
CIT FE1ui;I�ic.Y
4840-7108-1524,V2 6 Last updated: 10/26/2018