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CC - Item 5A - Proposed Agreement with San Gabriel Valley Humane Society for Animal Control, Shelter and Care ServicesROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: GLORIA MOLLEDA, CITY MANAGER ,_t . A . DATE: JANUARY 22, 2019 SUBJECT: PROPOSED AGREEMENT WITH SAN GABRIEL VALLEY HUMANE SOCIETY FOR ANIMAL CONTROL, SHELTER AND CARE SERVICES SUMMARY In June of 2015 the City entered into an agreement with San Gabriel Valley Humane Society (SGVHS) for animal care and control related services. During the third year of service, SGVHS communicated that the rates that were contained in the agreement were no longer viable for SGVHS due to an increase in animal take ins. It was originally estimated at the beginning of the agreement that 769 animals would be brought in for sheltering service and they are now receiving approximately 1,3 18. Over several months, staff had met and discussed a new pricing arrangement and cost for services. On October 23, 2018, Amendment No. 1 was approved allowing time for the City to issue an RFP. An RFP was issued on December 17, 2018 with SGVHS providing the sole response. DISCUSSION The City and SGVHS have had a partnership for over 3 years. SGVHS services, while working in tandem with the City's in-house animal control efforts, have had a positive impact on our community. SGVHS had initially proposed a new cost of $125,000 for the next 12 -month period beginning July 1, 2018 through June 30, 2019, which would have been an approximate $32,000 increase from the previous year. Staff and SGVHS had many discussions concerning this increase, which ultimately ended with and an amendment that will expire on January 31, 2019. The average monthly expenditure for services during the past 7 months has been approximately $9,106 per month. During the amendment period, staff initiated calls and discussions with agencies that provided similar services, and on December 17, 2018 an RFP was issued to ensure the City was receiving the most competitive cost and services. The RFP was sent to the following agencies: ITEM NO. 6.A City Council Meeting January 22, 20 ] 9 Page 2 of 3 Agency Response San Gabriel Valley Humane Society $17,500 Monthly ($210,000 Annually) ($297,500 / 17 -months) L.A. County Animal Control Services No Response Pasadena Humane Society No Response SEAACA — Southeast Area Animal Control Authority No Response 1. San Gabriel Valley Humane Society 2. L.A. County Animal Control Services 3. Pasadena Humane Society 4. SEAACA L.A. County Animal Control Services — L.A. County had recently announced they would be significantly increasing the cost for services. Despite this, staff reached out to L.A. County and invited them to respond to the RFP. Staff was advised that they were currently at capacity and could not take on an additional agency at this time and would not be responding to the RFP. Pasadena Humane Society — Staff was informed they were unable to take on another agency at this time and were focused on providing full services, which would include providing full-time animal response and licensing services. SEAACA — Staff was advised they were at capacity and could only take on a City with a population of approximately 16,000 (which correlates to a lower intake of stray and injured animals). They also expressed interest in only providing full services. San Gabriel Valley Humane Society — SGVHS initially proposed a monthly rate of $18,400 or $220,800 annually, which included after hour response services and an hourly rate of $115 per hour for other as -needed services. The City has been very effective in providing in-house animal response services and is capable of providing the occasional emergency after hour response utilizing our own staff, dedicated animal truck, and equipment. Staff requested SGVHS to provide a revised proposal excluding the on-call after hour response services, but maintaining the $115 per hour for other requested services. The proposed monthly rate was reduced to $17,500, which results in $210,000 annually, or $297,500 over the entire 17 -month period. Temple City and the City of San Gabriel are SGVHS two other clients. Temple City last entered into a contract in June of 2016 with the ability to expire in June of 2019. In accordance with the agreement, they are currently paying $16,450 per month which includes response and licensing services, however, less intake of animals. City of San Gabriel last entered into a contract in 2012 City Council Meeting January 22, 2019 Page 3 of 3 with no known expiration date (annual automatic renewal on July 1St). In accordance with the agreement and the last cost increase in 2015, they are currently paying $14,751 per month which includes response and licensing services, and have equivalent intake of animals. While staff had hoped there would be viable options to consider, the response was limited to one potential agency, therefore staff is recommending that services continue with the SGVHS for the next 17 -month period. The current budget included $93,300 for animal control contract services. At this time, approximately $29,600 remains available. In order to fund the remaining 5 -months of the fiscal year with the new monthly rate of $17,500, a budget increase of $58,500 is being requested for your consideration. The budget increase would bring available funding for animal control services to $88,100 and would be utilized in the following manner; $87,500 for 5 months of animal care and sheltering service and $600 for unexpected hourly services or prolonged quarantine of a vicious animal. STAFF RECOMMENDATION That the City Council authorize the City Manager to execute the Agreement which would continue services for a 17 -month period from February 1, 2019 to June 30, 2020 at rate of $17,500 per month, or $297,500 over the entire 17 -month period. FISCAL IMPACT The City's proposed 2018/19 Fiscal Year budget includes $29,600 of remaining available funds for animal control contract services. To continue services, staff is requesting that $58,500 be appropriated from the unreserved general fund to the animal control services account. STRATEGIC PLAN IMPACT - None PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Prepared by: Gre . Tsujiuchi, Assistant City Manager Attachment A: 2019 Agreement for Animal Care and Control Services Attachment B: First Amendment to the 2015 Animal Care Services Agreement Attachment C: 2015 Agreement for Animal Care and Control Services CITY OF ROSEMEAD AGREEMENT FOR ANIMAL SHELTERING, CARE AND CONTROL CONTRACT SERVICES This Agreement entered into this Pt day of February 2019 between the CITY OF ROSEMEAD herein called "City", and the SAN GABRIEL VALLEY HUMANE SOCIETY, a non-profit corporation, hereafter referred to as "Humane Society." WITNESSETH The Humane Society agrees as an independent contractor to provide comprehensive animal care, control and sheltering services in support of the City's programs and activities specified in the terms, conditions and special provisions of this contract. SECTION I TERM OF CONTRACT This agreement shall become effective. February 1, 2019, and shall continue until June 30, 2020. SECTION H ANIMAL SHELTER SERVICES A. Humane Society shall maintain humane and sanitary shelter facilities suitable for the impoundment of all animals which may come into its custody from the City. Humane. Society's shelter shall be located at 851 East Grand Avenue, San Gabriel, California. Humane Society shall maintain public office hours .from 8:0.0 a.m. to 5:00 p.m., from Tuesday through Sunday and be closed Monday each week and kennels shall be open to public visitation from 10:00 a.m. to 4:30 p.m., on its days of operation. Humane Society's offices are closed on Mondays and specified holidays. . Humane Society will accept animals from City Animal Control personnel. Monday through Sunday from 8:00 a.m. to 5:00 p.m., except specified holidays. Animals impounded for the City shall be held for adoption or redemption, by the owner or animal's custodian, for the minimum period of time specified by ordinance of the city, provided that no designated holding period shall he less than that provided by state law for the animal concerned. Humane Society reserves the right to humanely euthanize any impounded, diseased or injured animal prior to the expiration of the holding period upon the recommendation of a licensed veterinarian and in accordance with state law. All animals held in excess of the minimum period specified above shall become the responsibility of Humane Society and the City shall have no further responsibility for such animal. Agreement for Animal Care/Control Services Page 2 B. In the absence of written instructions from City to the contrary, Humane Society will accept stray animals found by private citizens within the City's boundaries,. and be responsible for the collection, care and disposition of all animals voluntarily relinquished by their owners who reside in the City of Rosemead. C. Humane Society may charge a reasonable fee for the acceptance of animals voluntarily relinquished by. owners residing in the City, which fee shall be collected from the animal owner and become the property of Humane Society. Humane Society shall not refuse to accept a City pet. owner surrendering his/her animals provided that the owner agrees to pay such reasonable fees charged by the Humane Society. Humane Society shall not be required to euthanize an adoptable animal that is relinquished by its owner. Humane Society shall not be required to place any animal for adoption that Humane Society determines is not suitable for adoption in accordance with State law. D. Humane Society shall not release any animal for the purposes of medical research or vivisection. SECTION III HOURLY . RATE FIELD SERVICES Humane Society shall provide emergency animal control response services on. an as needed basis subject to the City's request and approval. The fee for animal control response services is $115 per hour. Fulfillment of such requests is dependent on the availability of Humane Society Animal Control Officers .and may be provided 24 hours, 7 days a week. Said services shall include, the investigation of complaints regarding violations of the City's ordinances and state law; the collection of dead animals; and the capture of any stray, diseased, injured or vicious animal excluding large dead animals and dead animals on freeways. SECTION IV INCIDENTAL COSTS AND SERVICES In addition to field services as outlined in Section HI, and subject to.the City's request and approval, Humane Society may provide otherservices, and charge costs for these services, as agreed upon by the City. Such costs may include but are not limited to reimbursement for contracted veterinarian charges beyond immediate stabilization and comfort to un -owned animals which are authorized by Rosemead personnel without the approval of Humane Society personnel. Agreement for Animal Care/Control Services Page 3 SECTION V . COMPENSATION A. Humane Society shall receive compensation for Animal Shelter Services rendered under this Agreement, as specified in the attached proposal at a rate of Seventeen Thousand Five Hundred Dollars ($17,500) per month or Two Hundred Ninety - Seven Thousand Five Hundred Dollars ($297,500) for the entire 17 -month period beginning February 1, 2019 and ending June 30, 2020. Extra work may be requested, and if authorized, will be compensated at the rates and manner set forth in this Agreement and billed to the City via a quarterly supplemental billing aside from this Agreement. Contract costs are payable in monthly installments, due and payable in accordance. with SECTION V, C. B. During the term of this contract, City agrees to compensate Humane Society for all monthly payments and any quarterly supplemental billings due. C. Humane Society shall invoice City monthly on the first day of each month for Service. City shall pay for each month's service within thirty (30) days after receipt of said invoice. Said amount shall fully compensate Humane Society for all service provided for City as constituted on the effective date of this Agreement and shall include complete shelter services for all stray animals, excluding any animals impounded for quarantine or evidence purposes. D. All stray animal owner or guardian redemption fees are to be kept by the Humane Society. E. Shelter services for animals held in quarantine or for animals held as evidence at request of City/County prosecuting attorney or city law enforcement officer and for animals held longer. than four days pursuant to any applicable city ordinance or state law,. shall be billed to City within 30 days of receipt of itemized invoice provided by Humane Society. The established rates are as follows: $40.00 Impound fee, $20.00 per day Board. SECTION VI EQUIPMENT, SUPPLIES AND PERSONNEL A. Humane Society shall provide all equipment, vehicles, supplies and personnel necessary to perform the services to be furnished by Humane Society under the terms and conditions of this agreement. Agreement for Animal Care/Control Services Page 4 SECTION VII HUMANE EDUCATION SERVICES A. Humane Society shall make available, upon request of City, educational materials designed to promote humane education. Such materials shall be provided at cost to City. At the City's request and approval, Humane Society will provide a 3 hour training session for the City Public Safety/Animal Control personnel regarding animal identifications and descriptions, safe animal handling and shelter in -take procedures and protocols. The fee for the training is $100 per hour. Training will be scheduled at a mutually agreed upon time. SECTION VIII PUBLIC HEALTH RESPONSIBILITIES A. Humane Society agrees to cooperate with public health authorities in enforcing the provisions of the California Health and Safety Code relating to biting dogs .and animals suspected of being infected with the rabies virus.. SECTION IX SOCIETY EMPLOYEE STATUS A. All persons employed by Humane Society for the performance of services to be provided pursuant to the terms and conditions of this agreement shall be employees or agents of Humane Society. City shall not be called upon to assume any liability for the direct payment of any salaries, wages or other compensation to any Humane. Society personnel performing such services for City, nor shall City be called upon to pay any liability other than as provided for. in this agreement. Notwithstanding the foregoing, it is agreed that City shall have the full cooperation of Humane Society's officers, agents and employees and Humane Society shall have the full cooperation of City and of . the officers, agents and employees of City in the performance and evaluation of the services. SECTION X INSURANCE AND LIABILITY A. Humane Society will defend, indemnify, and save harmless City from all demands, claims, causes, or action, or judgments and from all expenses that may be incurred in investigating the same, arising from, or growing out of, any act or omission of Humane Society, its contractors, agents or employees, in connection with the operation of Humane Society's shelter, or in the performance of related duties under this agreement. Humane Society shall fully inform all persons using. or being upon Humane Society's premises or conducting business at such location of the Agreement for Animal Care/Control Services Page 5 non -liability of City for any act or neglect of Humane Society, by posting an adequate number of notices to that effect in, about, or on said premises. B. Humane Society's indemnification under this Agreement does not extend to liabilities, losses, claims, demands, actions; causes of action, proceedings, suits, damages, judgments, costs and expenses of litigation, including attorney's fees, which Indemnitee may suffer or incur or which Indemnitee may become subject to by reason or of arising out of any injury to or death of any person(s), damage to property, or loss of use of property caused by the active or passive negligence or willful acts or omissions of City, its elected and appointed officials, officers, agents, employees, volunteers or representatives. C. Humane Society shall at its. own cost and expense secure and maintain the following Insurance coverage and provide copies of its most current coverage/documents all of the following: 1. Comprehensive general liability coverage, including vehicle insurance in an amount no less than $1,000,000 combined single limit per occurrence, $2,000,000 general aggregate. 2. Said policy shall name the City of Rosemead, its elected and appointed officers, officials and employees as additional insureds with regard to damages and defense of claims arising from (1) activities performed by or on behalf of the Humane Society; (2) completed operations of the Humane Society, of (3) premises owned, leased or used by Humane Society. 3. Insurance shall be placed with insurers which are admitted in the State of California and have a current A.M. best rating of no less. than A; VII. 4. Said policy shall bear an endorsement and have attached a rider whereby it is provided that, in the event of expiration, cancellation. or modification of such policy for any reason whatsoever; the City shall be notified by registered mail, postage prepaid, return receipt requested, not less than thirty (30) days before the expiration; cancellation or modification is effective. 5. The Humane Society shall file a Certificate of Liability Insurance and original endorsements affecting coverage required by this section with the City. 6. Proof of Worker's Compensation coverage shall be maintained as required by the State of California and provided to the City prior to the execution of this contract. 7. City shall defend, indemnify and save Humane Society harmless from all demands; claims; causes of action, or judgments, and from all expenses that Agreement for Animal Care/Control Services Page 6 may be incurred in investigating or resisting the same, arising from, or growing out of, any act or neglect of the City its contractors, agents or servants in connection with the performance of the provisions of this Agreement. SECTION XI RECORDS MANAGEMENT AND FINANCIAL ACCOUNTING A. Humane Society agrees to maintain a comprehensive records management system and provide City with such records relating to the services performed under this agreement. All Humane Society records relating to services provided or work performed pursuant to this agreement, including all financial, managerial and operation records, shall be made readily available for inspection by City representatives at all reasonable times following a request by the City. If costs are incurred during compliance with a City request to inspect records or books, such costs shall be documented by Humane Society and reimbursed to Humane Society by City upon request by Humane Society. B. Humane Society shall comply with information access provisions in accordance with all applicable non-profit corporation requirements as stipulated by the State of California. SECTION XII CONTRACT ADMINISTRATION A. Humane Society shall provide, upon request by City, reports showing the. number and species of animals impounded or received from the City. Additional field services impound data shall be provided to City upon request. SECTION XIII LEGAL A. In the event that litigation is required toenforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney's fees. SECTION XIV ASSIGNMENT A. Humane Society shall not have the right, or power to sell, mortgage or assign this agreement or the powers granted to it or any interest therein. Agreement for Animal Care/Control Services Page 7 SECTION XV MERGER A. This agreement represents the entire understanding between the parties hereto and supereedes any and all prior written or oral agreements or understanding between the parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORINT CITY OF ROSEMEAD City Attorney City Manager Date: Date: SAN GABRIEL VALLEY HUMANE SOCIETY Board President Date: Attachment B First Amendment to the 2015 Animal Care Services Agreement FIRST AMENDMENT TO CITY OF ROSEMEAD AGREEMENT FOR ANIMAL CARE AND CONTROL CONTRACT SERVICES THIS FIRST AMENDMENT TO CITY OF ROSEMEAD AGREEMENT FOR ANIMAL CARE AND CONTROL CONTRACT SERVICES originally entered into and effective July 1, 2015, is made and entered into effective the 1st day of November, 2018; by and between the City of Rosemead, a municipal corporation, hereinafter referred to, as City, , and the San Gabriel Valley Humane Society, a non-profit corporation, hereinafter referred to as Humane Society. The City and Humane. Society agree to amend the Agreement based on the Recitals provided for below. WHEREAS the parties are permitted to approve amendments to the Agreement, and WHEREAS the parties desire to have the Humane Society provide animal services for the City for a shorter term than the current contract provides and at new rate, and WHEREAS the parties have agreed that the current term and termination . provisions should therefore be amended, and Now therefore the following .amendments are made to the Agreement as described: SECTION I TERM OF CONTRACT: The term shall be from November 1, 2018 and shall continue until 7 am on January 31, 2019. SECTION VI COMPENSATION A. For the Term of the agreement payment shall be $9,087.25 each month for an total amount not -to -exceed $27,261.75: All other terms remain unchanged. IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date first indicated above. City CONTRACTOR CITY OF ROSEMEAD SAN GARBIEL VALLEY HUMANE SOCIETY a Municipal Corporation a Non Profit Corporation Approved by: Approved by: C.� By; B Y• St Ken Ly, Mayor Print me d Title of Officer ATEST' By: QY: Ericka Hernandez City Clerk APPRO))Ikp AS TO F RM' By: Rachel H. Richman City Attorney Print Name and Title of Officer Attachment C 2015 Agreement for Animal Care and Control Services CITY ORIGINAL CITY OF ROSE+MEAD AGREEMENT FOR ANIMAL CARE AND CONTROL CONTRACT SERVICES This Agreement entered into this 15' day of July, 2015 between the CITY OF ROSEMEAD herein called "City"., and the SAN GABRIEL VALLEY HUMANE SOCIETY, a nonprofit corporation, hereafter referred to as "Humane Society. WITNESSETH The Humane Society agrees as an independent contractor to provide comprehensive animal care, control and sheltering services in support of the City's programs and activities specified in the terms, conditions and special provisions of this contract. SECTION I TERM OF CONTRACT This agreement shall become effective July 1, 2015, and shall continue until June 30, 2017. Unless either party gives express written notice of its intent to terminate this agreement at least ninety (90) days prior to the scheduled expiration date of this Agreement, this Agreement shall automatically renew for successive one (1) year/twelve (12) month periods until terminated by one of the Parties provided herein. SECTION If ANIMAL SHELTER SERVICES A. Humane Society shall maintain humane and sanitary shelter facilities suitable for the impoundment of all animals which may come into its custody from the City. Humane Society's shelter shall be located at 851 East Grand Avenue, San Gabriel, California. Humane Society shall maintain public office hours from 8.00 a.m. to 5=00 p.m., from Tuesday through Sunday and be closed Monday each week and kennels shall be open to public visitation from 10:00 a.m, to 4.30 p.m., on its days of operation. Humane Society's offices are closed on Mondays and specified holidays. Humane Society will accept animals from City Animal Control personnel Monday through Sunday frons 8:00 a.m. to 5:00 p.m., except specif ed holidays. Animals impounded for the City shall be held for adoption or redemption, by the owner or animal's custodian, for the minirnutn period of time specified by ordinance of the city, provided that no designated bolding period shall be less than that provided by state law for the animal concerned. Humane Society reserves the right to humanely euthanize any impounded, diseased or injured animal prior to the expiration of the holding period upon the recommendation of a licensed veterinarian and in accordance with state law. All animals held in excess of the minimum period specified above shall become the responsibility of Humane Society and the City shall have no further responsibility for such animal. Agreement for Animal CareXontrol Services Page 2 B. In the absence of written instructions from City to the contrary, Humane Society will accept stray animals found by private citizens within the City's boundaries, and be responsible for the collection, care and disposition of all animals voluntarily relinquished by their owners who reside in the City of Rosemead_ C. Humane Society may charge a reasonable fee for the acceptance of animals voluntarily relinquished by owners residing in the City, which fee shall be collected from the animal owner and become the property of Humane Society. Humane Society shall not refuse to accept a City pet owner surrendering his/her animals provided that the owner agrees to pay such reasonable fees charged by the humane Society. Humane Society shall not be required to. euthanize an adoptable animal that is relinquished by its owner. Humane Society shall not be required to place any animal for adoption that. Humane Society determines is not suitable for adoption in accordance with State law_ D. Humane Society shall not release any animal for the purposes of medical research or vivisection. SECTION XII FIELD SERVICES Humane Society shall provide animal control services to City Mondays thru Saturdays from 8 p.m.. to 7 a.m. and from Saturdays at 8 p,m, thru Mondays at 7 a.m., except . holidays. Said services shall include, the investigation of complaints regarding violations of the City's ordinances and state law, the collection of dead animals; and the capture of any stray, diseased, injured or vicious animal excluding large dead animals and dead animals on freeways, Humane Society shall take calls directly from City's citizens daring normal business hours, and shall respond to calls.after hours from authorized personnel of the City. SECTION IV INCIDENTAL_. COSTS AND SERVICES In addition to field services as outlined in Section III, Humane Society may provide other services; and charge costs for these services, as agreed upon by the City. SECTION Vi COMPENSATION A. Hurnane Society agrees to the contract cost of $85,000 for the period of July 1, '2015 through June 30, 2016 and $87,750 for the period from July I, 2016 through June .30, 2017. Successive year/12 month period contract costs will reflect a 3% per annum increasc unless otherwise negotiated by the City and Humane Society prior ,to the beginning of the new term. Agreement for Animal Care/Control Services Page 3 Contract costs are payable in monthly installments, due and payable in accordance with SECTION V1, C. B. During the term of this contract, City agrees to compensate Humane Society for all monthly payments due:. C, Humane Society shall invoice City monthly on the. first day of each month for Service. City shall pay for each month's service within fifteen (13) days after receipt of said invoice. Said amount shall fully compensate Humane Society for all service provided for City as constituted on the effective date of this Agreement and shall include complete shelter and field services for all stray animals, excluding any animals impounded for quarantine or evidence purposes. D. All stray animal owner or guardian redemption fees are to be kept by the Humane Society. B. Shelter services for animals held in quarantine or for animals held as evidence at request of City/County prosecuting attorney or city law enforcement officer and for animals held longer than, four days pursuant to any applicable city ordinance or state lmv, shall be billed to City within 30 days of receipt of an itemized invoice provided by Humane Society. The established rates are as follows: $40.0.0 Impound fee, $20.00 per day Board. SECTION VII EQUIPMENT, SUPPLIES AND PERSONNEL A. Humane Society shall provide all equipment; vehicles, supplies and personnel necessary to perform the services to be furnished by Humane Society under the terns and conditions of this agreement. SECTION VIII HUMANE EDUCATION SERVICES A. Humane Society shall make available, upon request, of City, educational materials designed to promote humane education. Such frmaterials shall be provided at cost to City. SECTION I� PUBLIC HEALTH RESPONSIBILITIES A. Humane Society agrees to cooperate with public health authorities in enforcing the provisions of the California Health and Safety Code relating to biting dogs and animals suspected of being infected with the rabies virus. f Agreement for Animal Care/Control Services Page 4. SECTION X SOCIETY EMPLOYEE STATUS A. All persons employed by Humane Society- for the performance of services to be provided pursuant to the terms and conditions of this agreement shall be employees or agents of l Iumane Society. City' shall not be called upon to assume. any liability for the direct payment of any salaries, wages or other compensation to any Humane Society personnel performing such services for City, nor shall City be called upon to pay any liability other than as provided for in this agreement. Notwithstanding the foregoing, it is agreed that City shall.have the full cooperation of Humane Society's officers, agents and employees and Humane Society shall have the full cooperation of City. and of the officers, agents and employees of City in the performance and evaluation of the services. . SECTION XI INSURANCE AND LIABILITY A. Humane Society will defend, indemnify, and save harmless City from all demands, claims; causes, or action, or judgments and from all expenses that may be incurred in investigating the same, arising from, or growing out of, any act or omission of Humane Society, its contractors, agents or employees; in connection with the operation of Humane Society's shelter, or in the performance of related duties under this agreement. Humane Society.shall fully inform all persons using or being upon Humane Society's pro=mises or conducting business at such location of the non -liability of City far any act or Neglect of. Humane Society, byposting an adequate number of notices to that effect in, about, or on said premises. B. Humane Society's indemnification under this Agreement does. not.extend to. liabilities, losses, Claims, demands; actions, causes of action, proceedings, suits, damages, Judgments, costs and expenses of litigation, including attorney's fees, which Indemnitee may suffer or incur or which. Indernnitee may become subject to by reason or of arising out of any injury to or death of any person(s), darnage to property, or. loss of use of property caused by the active or passive negligence or willful acts or omissions of City, its elected and appointed officials, officers, agents, employees, volunteers or representatives. C.. Humane Society shall at its own cost and expense secure and maintain the following Insurance coverage and provide copies sof its most current coverage/documents all of the following: 1. Comprehensive general liability coverage,. including vehicle insurance in an amount no less than $1,000,000 combined single limit per occurrence, S2,000,000 general aggregate. 2. Said policy shall name the City of Rosemead, its elected and appointed officers, officials and employees as additional insureds with regard to damages and defense of claims arising from (1) activities performed by or on behalf of the Agreement for Animal Care/Control Services Page 5 Humane Society, (2) completed operatiojis of the Humane Society, of (3) premises owned, leased or used by Humane Society. 3. Insurance shall be placed with insurers which are admitted in the State of California and have a current A.M. best rating of no less than A, VII. 4, Said policy shall bear an endorsement and have attached a rider whereby. it is provided that, in the event of expiration, cancellation or modification of such policy for any reason whatsoever, the City shall be notified by registered,3nail, postage prepaid, return receipt requested, not less than thirty (30) days. before the expiration, cancellation or modification is effective.. 5. The Humane Society shall file a Certificate of Liability Insurance and original endorsements affecting coverage required by this section with the City, 6. Proof of Worker's Compensation coverage shall.be maintained as required by the State of California and provided to the City prior to the execution of this contract. 7. City shall defend, indemnify and save Humane Society harmless from..all demands, claims, causes of action, or judgments, and from all expenses that may be incurred in investi.gating or resisting the same,.arising from; or growing out of; any actor neglect of the City its contractors,. agents or servants in connection with the performance of the provisions of this Agreement. SECTION XI1 RECORDS MANAGEMENT AND FINANCIAL ACCOUNTING A. Humane Society agrees to maintain a comprehensive records manageinent system and provide City with such records relating to the services perfa n'ied under. this agreement_ All Humane Society record s relating to services provided. or work performed pursuant to this agreement, including all financial, managerial and operation records; shall be made . readily available for inspection by City representatives at all reasonable times following a request by the City. If costs are.incurrcd during compliance with a City request. to inspect records or books, such costs shall be documented by Humane Society and re iambursed to humane Society by City upon request by Humane Society:. B. Humane Society shall comply with information access provisions in accordance with all applicable non-profit corporation requirements as stipulated by the. State of California. SECTION] XIII CONTRACT ADMINISTIIATION A. Humane Society shall provide, upon request by City, reports showing the number and species of animals impounded or received from the City. Additional field services impound data shall be provided to City upon request. Agreement for Animal Care/Control Services Page 6 SECTION MV LEGAL A. In the event that litigation is required to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney's fees_ SECTION XV ASSIGNMENT A. Humane Society skull not have the right, or power to sell, mortgage or assign this agreement or the powers granted to it or any interest therein. SECTION XVI MERG ER A. This agreement represents the entire understanding between the parties hereto and supercedes any -and all. prior written or oral agreements or understanding.between the parties. IN WTTNES5 WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORM CITY OF ROSE'VIEAD City Attorney Ci anager Date: 131 pate. q11 5 SAN GABRIEL VALLE TIUMANE ,SOCIETY Board res' nt