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HomeMy Public PortalAbout2016.223 (10-18-16)RESOLUTION NO. 2016.223 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE MAYOR TO EXECUTE AN AMENDMENT INCREASING THE BUDGET OF THE CONTRACT WITH THE SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS — LOS ANGELES FOR ANIMAL SHELTERING SERVICES, AND APPROVE A GENERAL DISBURSEMENT OF $19,200 TO FUND THE INCREASE WHEREAS, On June 21, 2016, the City Council adopted a resolution approving a Contract for Animal Sheltering Services ( "Contract ") between the City of Lynwood and the Society for the Prevention of Cruelty to Animals — Los Angeles ( "SPCALA ") effective July 1, 2016 to June 30, 2017 at a rate of $8,100 per month; and WHEREAS, the Scope of Work includes routine sheltering services for dogs and cats, including taking in stray animals, adopting out animals and disposing of dead animals as set forth in the attached Exhibit A; and WHEREAS, SPCALA has determined that it is necessary to increase its fee for service due to an increase, over the entire first three months of the Contract, in the number of animals being brought in for sheltering which exceeds, by approximately 30 %, the initial monthly estimate of 54 live animals that was provided by the City and upon which the current Contract fee was based; and WHEREAS, the City, after analyzing the SPCALA's request for a $2,400.00 per month increase to cover the cost of the additional expense to handle the increase in the number of animals being brought in for sheltering, and determining that the increase is both reasonable and cost effective; and WHEREAS, the City has been satisfied with the level and performance of animal sheltering services by the SPCALA; and WHEREAS, the City desires to continue the Contract with the SPCALA according to the terms and conditions contained in the original Contract and as amended herein for Animal Sheltering Services. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER, AND RESOLVE AS FOLLOWS: Section 1. That the City Council of the City of Lynwood approve an amendment to Section 1 -C (Consideration) of the Contract for Animal Sheltering Services, dated June 21, 2016, to read as follows: "For additional consideration, CITY agrees to an increase of $2,400.00 per month for animal sheltering services in the revised amount of $10,500.00 per month, effective November 1, 2016 through June 30, 2017. All other terms and conditions of the original Contract remain unchanged. 1 Section 2. That the City Council approves the additional funding in the not -to- exceed amount of $19,200 for the term of November 1, 2016 to June 30, 2017. Section 3. That the Mayor is hereby authorized to execute the amendment between the City of Lynwood and the Society for the Prevention of Cruelty to Animals -Los Angeles. Section 4. This Resolution shall take effect immediately upon its adoption. Section 5. The City Clerk shall certify as to the adoption of this City Council Resolution. PASSED, APPROVED and ADOPTED this 18th day of October, 2016. ATTEST: Maria Quin6nez, City Clerk APPROVED AS TO FORM: Edwin Hernandez, Mayor APPROVED AS TO CONTENT: jaj� J/ 444 " David A. Garcia, J. Arnoldo Beltran, City Attorney City Manager Andre DuprWntdrim Director Development, Compliance & Enforcement Services Ia STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 18`h day of October, 2016, and passed by the following vote: AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE AND MAYOR HERNANDEZ NOES: NONE ABSENT: MAYOR PRO TEM CASTRO ABSTAIN: NONE Maria Quinonez, City Clerk STATE OF SALIFORNIA ) / ) SS. COUNTY OF LOS ANGELES ) I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2016.223 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 18th day of October, 2016. FIRST AMENDMENT TO THE CONTRACT FOR ANIMAL SHELTERING SERVICES BETWEEN THE CITY OF LYNWOOD AND SPCALA This Amended AGREEMENT is entered into on this 18'" day of October 2016, by and between the CITY OF LYNWOOD, a general law city and municipal corporation, ( "CITY ") and SPCALA, a California Corporation ( "CONTRACTOR "). 1. Consideration. A. As partial consideration, CONTRACTOR agrees to perform the work listed in the SCOPE OF SERVICES, below. B. As additional consideration, CONTRACTOR and CITY agree to abide by the terms and conditions contained in this Amended Agreement. C. For additional consideration, this Agreement is amended to read. CITY agrees to pay CONTRACTOR an additional two- lhousarud jour- hmrdred- dollars ($2,400.00) per month for animal sheltering services, as defined below, for a revised total equal to ten - thousand -five- hundred - dollars ($10,500.00) per month, effective November 1, 2016 through June 30, 2017, for CONTRACTOR'S routine sheltering services and $25.00 per day per animal held in excess of the legal holding period at the CITY'S request. Unless otherwise specified by written amendment to this Amended Agreement, CITY will pay this sum within thirty (30) days after receiving an invoice. Failure by the CITY to formally terminate or renew this contract annually will result in an automatic extension of the contract which will be billed and payable at the prevailing rates in place at the time of renewal and adjusted annually. All other services will remain the same. 2. SCOPE OF SERVICES. CONTRACTOR will serve as the Director of Animal Sheltering for the CITY in accordance with applicable law. CONTRACTOR will accept stray animals turned in form turned in from the CITY'S Animal Control Officers. To fulfill this responsibility CONTRACTOR will furnish an animal shelter located at 12910 Yukon Avenue in the City of Hawthorne and maintain that animal shelter during the term of this Amended Agreement. CITY agrees to ensure that all injured animals receive emergency medical care as required by applicable law before depositing said animal with SPCALA. CONTRACTOR agrees not to provide animals for scientific research. 3. TERM. The term of this Amended Agreement will be from July 1, 2016 to June 30, 2017. Unless otherwise determined by written amendment between the parties, this Amended Agreement may terminate as stated in Section 8. 4. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this Amended Agreement until CONTRACTOR furnishes proof of insurance as required under Section 13 of this Amended Agreement. 5. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a taxpayer identification number. 6. PERMITS AND LICENSES. CONTRACTOR, at its sole expense, will obtain and maintain during the term of this Amended Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 7. PROJECT COORDINATION AND SUPERVISION. Page 1 of 5 A. Alma Vera -Lima will be assigned as Project Manager and will be responsible for coordination with CITY'S Project Manager. B. J.D. Whitaker, Public Safety Manager will be assigned as CITY'S Project Manager and will be personally in charge of and personally supervise or perform the technical execution of the Project on a day -to -day basis on behalf of CITY and will maintain direct communication with CONTRACTOR'S Project Manager. S. TERMINATION. A. Except as otherwise provided, either party may terminate this Agreement at any time with or without cause upon (30) day notice. Notice of termination will be in writing. B. Should the Agreement be terminated pursuant to this section, CITY may procure on its own terms services similar to those terminated. C. By executing this document, CONTRACTOR and CITY each waive any and all claims for damages that might otherwise arise from termination under this section. 9. INDEMNIFICATION. A. CONTRACTOR shall indemnify, defend (at CITY'S request and with counsel satisfactory to CITY), and hold CITY harmless from and against any claim, action, damages, costs (including without limitation, attorney's fees), injuries, or liability, arising out of or relating to this Amended Agreement, or its performance. Should CITY be named in any suit, or should any claim be against it by suit or otherwise, whether the same be groundless or not, arising out of this Amended Agreement, or it's performance, CONTRACTOR will defend CITY (with counsel reasonably satisfactory to CITY) and will indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY'S officers, officials, employees, agents, representatives, and certified volunteers. C. CONTRACTOR expressly agrees that this release, waiver, and indemnity Agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. E. The requirement as to the types and limits of insurance coverage to be maintained by CONTRACTOR as required by Section 13, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONTRACTOR pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 10. ASSIGNABILITY. This Amended Agreement is for CONTRACTOR'S unique services. CONTRACTOR'S attempts to assign the benefits or burdens of this Amended Agreement without CITY'S written approval are prohibited and will be null and void. Page 2 of 5 I1. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that CONTRACTOR will act as an independent contractor and will have control of all work and the manner in which it is performed. CONTRACTOR will be free to contract for similar service to be performed for other employers while under contract 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 Amended Agreement that may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work or to exercise a measure of control over the work means that CONTRACTOR will follow the direction of the CITY as to end results of the work only. 12. RECORDS RETENTION. CONTRACTOR will maintain full and accurate records with respect to all services and matters covered under this Amended Agreement. CONTACTOR will retain such financial and program service records for at least three (3) years after termination or final payment under this Amended Agreement. 13. INSURANCE. A. Before commencing performance under this Amended Agreement, and at all other times this Amended Agreement is effective, CONTRACTOR will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below. Type of Insurance Limits (combined single) Commercial general liability: $1,000,000 Business automobile liability $1,000,000 Workers compensation 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 01 07 97, or similar form for CONTRACTOR owned Autos. D. CONTRACTOR will furnish to CITY duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of 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:VIL" 14. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: Page 3 of 5 CITY CONTRACTOR J. Amoldo Beltran Diane Eyler City of Lynwood spcaLA 11330 Bullis Road 5026 West Jefferson Blvd. Lynwood, CA 90262 Los Angeles, CA 90016 Any such written communications by mail will be conclusively deemed to have been received by the addressee at the time of actual delivery. 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. 15. INTERPRETATION. This Amended Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any dispute relating to this Amended Agreement will be in Los Angeles County. 16. ENTIRE AGREEMENT. This Amended Agreement sets forth the entire understanding of the parties. There are no other understandings, terms or other Agreements expressed or implied, oral or written. This Amended Agreement will bind and inure to the benefit of the parties to this Amended Agreement and any subsequent successors and assigns. 17. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity between any provision of this Amended Agreement, and any other document or agreement, whether oral or written, the provisions of this Amended Agreement will govern and control. 18. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Amended Agreement with legal counsel. Accordingly, this Amended 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. 19. SEVERABILITY. If any portion of this Amended 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 Amended Agreement will continue in full force and effect. 20. AUTHORITY /MODIFICATION. The parties represent and warrant that all necessary action has been taken by the parties to authorize the undersigned to execute this Amended Agreement and to engage in the actions described herein. This Amended 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. 21. 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. 22. CAPTIONS. The captions of the paragraphs of this Amended Agreement are for convenience of reference only and shall not affect the interpretation of this Amended Agreement. 23. FORCE MAJEURE. Should performance of this Amended Agreement be prevented due to fire, flood, explosion, war, embargo, and government action, civil or military authority, the natural elements, or other similar causes beyond the parties' control, then the Amended Agreement will immediately terminate without obligation of either party to the other. Page 4 of 5 24. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Amended Agreement. 25. COUNTERPARTS. This First Amended Agreement may be executed in any number or counterparts, each of which will be deemed to be an original, but all of which together will constitute one instrument executed on the same date. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF Lynwood A municipal corporation J. Amoldo Beltran, City Manager ATTEST: i Maria CLERK ez, CITY CLERK APPROVED AS TO FORM: TAFOYA & GARCIA David A. Garcia, CITY ATTORNEY SPCALA a California Corporation Madeline Bernstein, President Diane Eyler, Executive Vice President Page 5 of 5