CONTRACT 5202 Vender Agreement CLOSEDAgreement No. 5202
CONTRACT FOR ANIMAL SHELTERING SERVICES
BETWEEN
THE LOS ANGELES SOCIETY FOR THE PREVENTION OF CRUELTY TO
ANIMALS AND THE CITY OF EL SEGUNDO
This AGREEMENT is entered into on this 1st day of October, 2016 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.
2. FEES. CITY agrees to pay CONTRACTOR a sum equal to One- thousand - six - hundred-
dollars ($1,600.00) per month for CONTRACTOR'S services and Twenty- Five - Dollars ($25.00)
per day per animal held in excess of the CITY's mandated holding period at the CITY's request.
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, 2016 to September 20, 2017.
The term of this Agreement shall automatically renew for additional one (1) year terms unless
either party provides written notice to the other at least thirty (30) 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.
Agreement No. 5202
6. PROJECT COORDINATION AND SUPERVISION.
(a) The Sr. Director of PAC 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.
(b) Lt. Jeff Leyman will be assigned as CITY's Project Manager and will be
personally in charge of and personally supervise the Project on a day -to -day 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 1.
7. 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 (30) 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 Spctiotmi and /or pursuant to
Section 3.
8. INDEMNIFICATION.
(a) CONTRACTOR shall indemnify, defend (at CITY'S request and with counsel
reasoriably satisfactory to CITY), and hold ��";I °Y harmless fioni ar�d against any and all liability,
loss, claim, action., dalnage, cost (including \ ;vitlrow lilnitatioii, reasonable attorney's fees) and
expense arising out of CONTRACTOR'S performance of the services pursuant to this
Agreement.
(b) For purposes of this .Sectioit "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 Sectiom7 I "2 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 Sectiwi 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.
2
4840 - 7108- 1524.v2
Agreement No. 5202
10. 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.
11. 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 term of this Agreement, CONTRACTOR will maintain the
following types of insurance with coverage limits complying, at a minimum, with the limits set
forth below.
Type of Insurance
Commercial general liability:
Business automobile liability:
Workers compensation:
Limits (Combined Single)
$1,000,000
$1,000,000
Statutory limits
(b) Commercial general liability insurance will meet or exceed the requirements of
ISO -CGL Form No. CG 00 01 10 01. The amount of insurance set forth above will be
$1,000,000 per occurrence -- $2,000,000 aggregate for bodily injury, personal injury, and
property damage for the policy coverage. Liability policies will be endorsed to name CITY, its
officials, and employees as "additional insured's" under said insurance coverage and to state that
such insurance will be deemed "primary" such that any other insurance that may be carried by
CITY will be excess thereto. Such insurance will be on an "occurrence ", not a "claims made,"
basis and will not be cancelable except upon thirty (30) days prior written notice to CITY.
(c) Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0 07 97, or similar form for CONTRACTOR owned autos.
(d) CONTRACTOR will furnish to CITY duly authenticated Certificates of Insurance
and Endorsements evidencing the insurance required under this Agreement and such other
evidence of insurance or copies of policies as maybe reasonably required by CITY from time to
time. Insurance must be placed with insurers with a current A.M. Best Company rating of
"A:VII."
4840- 7108 ®1524.v2
Agreement No. 5202
(e) Should CONTRACTOR, for any reason fail to maintain the insurance required by
this Agreement, CITY may, after providing reasonable written notice to CONTRACTOR, obtain
such coverage at CONTRACTOR'S expense and deduct the cost of such insurance from
payments due to CONTRACTOR under this Agreement or terminate this Agreement pursuant to
Section 7.
13. NOTICES. All written communications by one party to the other will be sent as follows.
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
0
Agreement No. 5202
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.
22. FORCE MAJEURE. Should performance of this Agreement be prevented due to acts
of God, fire, flood, earthquake, explosion, hostilities, war, strikes, embargo, riots, government
action, civil or military authority, the natural elements, or other similar causes beyond the parties'
control, then this Agreement will immediately terminate without 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 number or counterparts,
each of which will be an original, but all of which together will constitute one instrument
executed on the same date.
[SIGNATURE PAGE TO FOLLOW]
5
4840 - 7108 ®1524.v2
Agreement No. 5202
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first hereinabove written.
CITY OF EL SEGUNDO
A general law city and Municipal Corporation
WE
Name: i � eg 111- pentel,
Title City Manager
ATTEST:
THE LOS ANGELES SOCIETY FOR THE
PREVENTION OF CRUELTY TO
ANIMALS,
a California corporation
By:........_.....
p-
Name:
.
Madeline Bernstein
Title:
Pre 'dent
„�
G�1 � � f-- C,
By :_ .....
� ...
Name:
Diane Eyler
Title:
Executive Vice President
F�
J
...111 l eaver
u
c Oity Clerk %
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
By:
Name: David King
Title: Assistant City Attorney
6
4840 - 7108- 1524.Q