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2000 - APEX Animal Care Veterinary Corporation (Rosemead Animal Hospital) - Animal Sheltering and Care ServicesPROFESSIONAL SERVICES AGREEMENT DBA ROSEMEAD ANIMAL HOSPTIAL PARTIES AND DATE. This Agreement is made and entered into this January 1, 2024 (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Rosemead Animal Hospital with its principal place of business at 9636 Valley Boulevard, CA 91770 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Animal Care and Shelter Services to public clients, is licenced in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render Animal Care and Shelter Services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Animal Care and Shelter Services necessary for the City, herein referred to a "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. 1(J DBA Rosemead Animal Hospital — Animal Sheltering and Care Services Agreement Page 2 of 11 All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for a three (3) year time period from Effective date, with two, one (1) year optional renewals, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of the Agreement, and shall meet any other established shcedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be DBA Rosemead Animal Hospital — Animal Sheltering and Care Services Agreement Page 3 of 11 promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant will designate to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged I ;i DBA Rosemead Animal Hospital — Animal Sheltering and Care Services Agreement Page 4 of 11 failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit "B" attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Fifty Thousand Dollars ($50,000) per fiscal year. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code DBA Rosemead Animal Hospital — Animal Sheltering and Care Services Agreement Page 5 of 11 of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this DBA Rosemead Animal Hospital — Animal Sheltering and Care Services Agreement Page 6 of 11 Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Rosemead Animal Hospital 9639 Valley Boulevard Rosemead, CA 91770 Attn: Dr. Michael Liu, DMV Phone: (626) 444-0565 CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: City Manager Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. 0 DBA Rosemead Animal Hospital — Animal Sheltering and Care Services Agreement Page 7 of 11 Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action. 3.5.6 Indemnification: To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. DBA Rosemead Animal Hospital — Animal Sheltering and Care Services Agreement Page 8 of 11 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than DBA Rosemead Animal Hospital — Animal Sheltering and Care Services Agreement Page 9 of 11 a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] DBA Rosemead Animal Hospital — Animal Sheltering and Care Services Agreement Page 10 of 11 CITY OF ROSEMEAD By: VI. / City M er Date Attest: ROSEMEAD ANIMAL Date Name: I( Ltq 6 � ('� C u Title: City Clerk Date Approved as to Form: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: !//.23 Name: Date City Attorney Title: !ia' EXHIBIT A PROPOSAL FOR SERVICES/ RATE SCHEDULE/RESUME A. Rosemead Animal Hospital (RAH) shall maintain humane and sanitary shelter facilities suitable for short-term impoundment of all animals which may come into its custody from the City. RAH is located at 9639 Valley Boulevard California. Rosemead Animal Hospital shall maintain public office hours from Monday through Friday 9:00 a.m. to 6:00 p.m., Saturday from 9:00 a.m. to 1:00 p.m. and be closed Sunday each week.. RAH will provide access to kennel area to accept animals from City Animal Control personnel 24 hours a day / 7 days a week, including holidays. B. Animals impounded for the City shall be held for a minimum of three (3) business days prior to being transported to the shelter for adoption at Volunteer Defense in Animals. VIDA shall make all reasonable efforts to have animals adopted or transported to other shelters for adoption prior to considering euthanasia. C. In the absence of written instructions from City to the contrary, RAH will not accept stray animals found by private citizens nor any animals voluntarily relinquished by their owners who reside in the City of Rosemead. RAH will direct all residents of the City of Rosemead to the City's Public Safety Department. D. RAH shall charge owner or animal's custodian a reasonable redemption fee for the release of an impounded animal that has been identified by the owner or animal's custodian. RAH may recover costs related to boarding, vaccinations and veterinary medical treatment. RAH shall not release any impounded dog until owner or animal's custodians provides proof of City licensing. E. RAH shall not release any animal for the purposes of medical research or vivisection. F. RAH shall provide all equipment, vehicles, supplies and personnel necessary to perform the services to be furnished by RAH under the terms and conditions of this agreement. G. RAH 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. H. All persons employed by RAH for the performance of services to be provided pursuant to the terms and conditions of this agreement shall be employees or agents of RAH. City shall not be called upon to assume any liability for the direct payment of any salaries, wages or other compensation to any RAH 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 RAH's officers, agents and employees and RAH shall have the full cooperation of City and of the officers, agents and employees of City in the performance and C-1 evaluation of the services. RAH agrees to maintain a comprehensive records management system and provide City with such records relating to the services performed under this agreement. All RAH 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. J. RAH shall comply with information access provisions in accordance with all applicable requirements as stipulated by the State of California. K. RAH shall provide, upon request by City, reports showing the number and species of animals impounded or received from the City. L. RAH shall receive compensation for Animal Shelter Services and Veterinary Medical Services rendered under this Agreement, as specified in accordance with Section V. Total payments to RAH shall not exceed Fifty Thousand Dollars ($50,000) per calendar year. Extra work may be requested in writing by the City in an amount agreed to by the parties, and if authorized, will be compensated at the agreed upon amount. Contract costs are due and payable in accordance with this agreement. M. During the term of this contract, City agrees to compensate RAH for all monthly payments due. N. RAH shall invoice City monthly within one week of completing the previous month's services. City shall pay for each month's completed service within thirty (30) days after receipt of said invoice. Said amount shall fully compensate RAH for all services provided for City as constituted on the effective date of this Agreement and shall include complete shelter and veterinary services for all impounded animals. O. 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 ten business days pursuant to any applicable Cty ordinance or state law, shall be billed to City at a rate of $12 per day. EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contractor agrees to amend supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. C-2 z�6 Contractor shall provide the following types and amounts of insurance: Commercial General Liability Insurance: Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol l (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 combined single limit per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Contractor or Contractor employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Contractor shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees and volunteers. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Contractor shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions: • A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; and • Policies shall "follow form" to the underlying primary policies. • Insureds under primary policies shall also be insureds under the umbrella or excess policies. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contractor and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Requirements not limiting: Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature C-3 / is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Contractor. Contractor and City agree to the following with respect to insurance provided by Contractor: 1. Contractor agrees to have its insurer endorse the third -party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010. Contractor also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor `s general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement C-4 (( coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Contractor agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Contractor agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. C-5 s �6 15. Contractor will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Contractor under this agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. C-6 ` 66 FIRST AMENDMENT TO ANIMAL SHELTERING AND CARE SERVICES (APEX ANIMAL CARE VETERINARY CORPORATION; DBA ROSEMEAD ANIMAL HOSPITAL) This FIRST AMENDMENT ("Amendment") is made and entered into this 10th day of December, 2019 ("Effective Date"), by and between the City of Rosemead, a municipal organization, organized under the laws of the State of California with its principal place of business at 8838 East Valley Blvd., Rosemead, California 91770 ("City") and APEX Animal Care Veterinary Corporation (dba Rosemead Animal Hospital) with its principal place of business at 9639 Valley Blvd., Rosemead, California 91770 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as 'Parties." WHEREAS, City and Contractor entered into an agreement on February 12, 2019, for animal sheltering and care services (the "Agreement'); and WHEREAS, this Agreement is set to expire on December 31, 2019; and WHEREAS, the City and the Contractor may mutually agree to extend the term of this Agreement (Section 1). NOW, THEREFORE, the Parties agree as follows: SECTION 1. Section 1, 'Term of Contract' shall be amended to read: The term of this Agreement is amended to continue until December 31, 2020, unless either party gives express written notice of its intent to terminate this Agreement at least ninety (90) days prior to the requested termination date. This Agreement may be extended on an annual basis prior to any expired term by written agreement of the Parties. The City Manager is authorized to negotiate and execute any contract amendments or extensions on behalf of the City. SECTION 2. All other terms, condition, and provisions of the Original Agreement not in conflict with this Addendum, shall remain in full force and effect. SECTION 3. The City Clerk shall certify to the adoption of this Addendum and hereafter the same shall be in full force and effect. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. CITY OF ROSEMEAD BY: ` W—ILII� Gloria Molleda, City Manager Attest: City -Clerk BY:�90,eLj Rachel Richman, City Attorney 2 APEX ANIMAL CARE VETERINARY CORP. (dba, Rosemead Animal Hospital) M Name: Title: 60.-6 (If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED) BY: Name: Title: 6,12:,-9 w�✓�� FIRST AMENDMENT TO ANIMAL SHELTERING AND CARE SERVICES (VOLUNTEERS IN DEFENSE OF ANIMALS) This FIRST AMENDMENT ("Amendment') is made and entered into this 10th day of December, 2019 ("Effective Date"), by and between the City of Rosemead, a municipal organization, organized under the laws of the State of California with its principal place of business at 8838 East Valley Blvd., Rosemead, California 91770 ("City') and Volunteers in Defense of Animals (VIDA) with its principal place of business at 19142 E. Walnut Dr. N., La Puente, California 91748 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." WHEREAS, City and Contractor entered into an agreement on February 12, 2019, for animal sheltering and care services (the "Agreement'); and WHEREAS, this Agreement is set to expire on December 31, 2019; and WHEREAS, the City and the Contractor may mutually agree to extend the term of this Agreement (Section 1). NOW, THEREFORE, the Parties agree as follows: SECTION 1. Section 1, "Term of Contract' shall be amended to read: The term of this Agreement is amended to continue until December 31, 2020, unless either party gives express written notice of its intent to terminate this Agreement at least thirty (30) days prior to the requested termination date. This Agreement may be extended prior to any expired term by written agreement of the Parties on a month-to-month basis. The City Manager is authorized to negotiate and execute any contract amendments or extensions) on behalf of the City. SECTION 2. All other terms, condition, and provisions of the Original Agreement not in conflict with this Addendum, shall remain in full force and effect. SECTION 3. The City Clerk shall certify to the adoption of this Addendum and hereafter the same shall be in full force and effect. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. CITY OF ROSEMEAD BY: JLAAI-14— Gloria Molleda, City Manager Attest: City-. ity Clerk �Wr 6W h R?A-yk- BY: Rachel Richman, City Attorney 2 VOLUNTEERS IN DEFENSE OF ANIMALS (VIDA) . MN Name: Lum �CL4(1pv c� Title: 0 pip rJ i n n t;] v (If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED) I0-YA 10011I Title: FIRST AMENDMENT TO ANIMAL SHELTERING AND CARE SERVICES (VOLUNTEERS IN DEFENSE OF ANIMALS) This FIRST AMENDMENT ("Amendment") is made and entered into this 10th day of December, 2019 ("Effective Date"), by and between the City of Rosemead, a municipal organization, organized under the laws of the State of California with its principal place of business at 8838 East Valley Blvd., Rosemead, California 91770 ("City') and Volunteers in Defense of Animals (VIDA) with its principal place of business at 19142 E. Walnut Dr. N., La Puente, California 91748 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." WHEREAS, City and Contractor entered into an agreement on February 12, 2019, for animal sheltering and care services (the "Agreement'); and WHEREAS, this Agreement is set to expire on December 31, 2019; and WHEREAS, the City and the Contractor may mutually agree to extend the term of this Agreement (Section 1). NOW, THEREFORE, the Parties agree as follows: SECTION 1. Section 1, "Term of Contract' shall be amended to read: The term of this Agreement is amended to continue until December 31, 2020, unless either party gives express written notice of its intent to terminate this Agreement at least thirty (30) days prior to the requested termination date. This Agreement may be extended prior to any expired term by written agreement of the Parties on a month-to-month basis. The City Manager is authorized to negotiate and execute any contract amendments or extension(s) on behalf of the City. SECTION 2. All other terms, condition, and provisions of the Original Agreement not in conflict with this Addendum, shall remain in full force and effect. SECTION 3. The City Clerk shall certify to the adoption of this Addendum and hereafter the same shall be in full force and effect. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. CITY OF ROSEMEAD BY: JLs2.— Gloria Molleda, City Manager Attest: City Clerk BY: Rachel Richman, City Attorney 2 VOLUNTEERS IN DEFENSE OF ANIMALS (VIDA) W Name: Title: verJ ion Awqer (If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED) Name: Title: CITY OF ROSEMEAD AND ROSEMEAD HOUSING DEVELOPMENT CORPORATION HOME FUNDS COMMITMENT AGREEMENT FOR IMPLEMENTATION OF CERTAIN PROGRAMS THIS HOME FUNDS COMMITMENT AGREEMENT (this "Agreement") is entered into as of June 19, 2018, by and between the CITY OF ROSEMEAD, a municipal corporation (hereinafter referred to as the "City"), and ROSEMEAD HOUSING DEVELOPMENT CORPORATION, a California non-profit corporation (hereinafter referred to as "RHDC"). RECITALS: A. Pursuant to the HOME Investment Partnerships Act, the Department of Housing and Urban Development ("HUD") has allocated regular HOME funds to the City for the purpose of expanding the City's supply of decent, safe, sanitary and affordable housing for low to moderate -income families. B. The City receives annual HOME allocation from HUD and desires to commit a portion of its HOME funds for implementation of certain HOME funded programs providing affordable housing opportunities. C. The City desires to commit $258,128 of its FY 2018-19 HOME funds, as well as approximately $510,500 of carryover funds prior to FY 2018-19 plus all loan payoffs received during the FY 2018-19 to RHDC and RHDC desires to accept such commitment of funds for the implementation of the City's Owner -Occupied Rehabilitation Loan Program and Mortgage Assistance Program (collectively "Programs"). NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS Section 1. Purpose of this Agreement The City and RHDC desire to enter into this Agreement to acknowledge the above recitals and to provide for the commitment of a portion of its HOME funds by the City to RHDC and the acceptance of such commitment by RHDC. Section 2. Commitment of Funds Subject to the terms of this Agreement, the City agrees to provide to RHDC and RHDC agrees to accept from the City regular HOME funds (totaling $258,128 of its FY 2018-19 HOME funds, as well as approximately $510,500 of carryover funds prior to FY 2018-19 plus all loan payoffs received during the FY 2018-19) for the Programs: • Owner -Occupied Rehabilitation Loan Program (approximately $578,628) • Mortgage Assistance Program (approximately $190,000) Section 3. Expenditure of Funds RHDC agrees to expend the funds received pursuant to Section 2 for the purpose of increasing, improving, or preserving affordable housing in the City by providing the Programs in full compliance with the requirements of the HOME Investment Partnerships Act (at Title II of the Cranston -Gonzalez National Affordable Housing Act, as amended, 42 U.S.C. 12701 et seq.) and HUD Regulations (at 24 CFR Part 92), as now in effect and as may be amended from time to time, and all other applicable laws and regulations, including without limitation, the Davis- Rosemead Housing Development Corporation HOME Funds Commitment Agreement Page 2 of 4 Bacon Act (40 U.S.C. 276a -276a-5), the Contract Work Hours and Safety Standards Act (40 U.S. C. 327-332), the Federal requirements set forth in 24 CFR Part 5, Subpart A, applicable provisions of the Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d -2000d-4), the Fair Housing Act (42 U.S.C. 3601 et seq.), E.O. 11063 (3 CFR, 1959-1963 Comp., p 652) and HUD regulations issued pursuant thereto. RHDC agrees to expend $310,000 by July 31, 2021. Section 4. Non -liability of Officials and Employees RHDC covenants and agrees for itself, its successors and assigns that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, marital status, sex, age, national origin or ancestry in the sale, lease, sublease, transfer, use occupancy, tenure or enjoyment of the lands, rights-of-way or implements finance pursuant to this Agreement, nor shall RHDC, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number use or occupancy of tenants, lessees, subtenants, sublessess, or vendees of the lands, rights-of-way or improvements. RHDC shall refrain from restricting the rental, sale, or lease of the lands, rights-of-way or improvements on the basis of race, color, creed, religion, marital status, age, sex, national origin, or ancestry of any person. All such deeds, leases or contracts for the sale, lease, sublease or other transfer of the rights —of -way, lands or improvements shall contain or be subject to substantially the following non- discrimination or non -segregation clauses: A. In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or thorough them, that there shall be no discrimination against or segregation of, any person or group of person on account of race, color, creed, religion, sex marital status, age, national origin, or ancestry in the sale, lease, sublease, transfer, use occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any persons claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees on the land herein conveyed. The foregoing covenants shall run with the land." B. In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, marital status, age, sex, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees on the land herein leased." Section 6. Future Cooperation The parties hereto agree to take all appropriate steps and execute any documents which may reasonable be necessary or convenient to implement the intent of this Agreement. 2 Rosemead Housing Development Corporation HOME Funds Commitment Agreement Page 3 of 4 Section 7. Suaersedes Prior A¢reement This Agreement supersedes all prior agreements or understandings between the City and RHDC regarding the subject matter of this Agreement. Section 8. Records Each party shall maintain books and records regarding its duties pursuant to this Agreement. Such books and records shall be available for inspection by the officers and agents of the other party at 411 reasonable times. Section 9. Law Governments This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed. Section 10. Amendments This Agreement may be amended at any time, and from time to time, by an agreement executed by both parties to this Agreement. Section 11. Termination Either Parry may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the other Party. At such time, CITY shall be entitled to reimbursement for all unexpended Funds. To this end, RHDC shall maintain records of all of its Eligible Expenses and the draw -down of the Funds to pay for such expenses. CITY shall have a right to review all such records upon forty-eight (48) hours prior written notice to RHDC. IN WITNESS WHEREOF, the CITY and RHDC have executed this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of July 1, 2018. CITY OF ROSEMEAD BY: jote'en Ly Mayor -fittest: By: Ericka-Hernandez City Clerk ROSEMEAD HOUSING DEVELOPMENT CORPORATION BY: Stn Ly President _: Attest: Ericka Hernandez Secretary Rosemead Housing Development Corporation HOME Funds Commitment Agreement Page 4 of 4 Approved as to Form: 1 By:. gdev 4, Rachel Richman Burke, Williams & Sorensen, LLP City Attorney Approved as to 11 B 4R.cE Richman Burke, Williams & Sorensen, LLP Corporation Attorney nRC4 101 AC"Ra CERTIFICATE OF LIABILITY INSURANCE DA 8/15/20223 n THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT' BETWEEN THE ISSUING INSWRER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the Certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, Certain policies may require an endorsement A statement on this Certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Safehold Special Risk, Inc. (916) 589-8000 Safehold Special Risk, Inc. (CA DOI # OG13561) 10941 White Rock Rd Rancho Cordova, CA 95670 CONTACT NAME: PHONE FAX AL No: EMAIL ADDRESS: INSURERS AFFORDING COVERAGE MAIC INSURERA: Everest National Insurance Company 10120 INSURED APEX Animal Care Veterinary Corporation 9639 E. Valley Blvd Rosemead, CA 91770 INSURER a: Everest Premier Insurance Company 16045 INSURER c: INSURER D: NSURER E: 1 INSURER F: COVERAGES CFRTIFIr.ATF NUMRER• 1bfb44b8 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I TR OF INSURANCE ADDLTYPE INSD UBR POLICYNUMSER POLICY NID VD/YYYYY MMIDD� LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 71 OCCUR SH00000373231 03/29/2023 03/29/2024 EACH OCCURRENCE S 1,000,000 DAMAGETOKENIED PREMISES Ea oca rm E 1,000,000 MED EXP (My one person) S 10,000 PERSONAL S ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERALAGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG S 2,000,000 EPOLICY PECTRO E] LOC J $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT lEa accident S BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per amident) E OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTYDAMAGE S Per accident $ UMBRELLALIAB H OCCUR EACH OCCURRENCE E AGGREGATE $ EXCESS IJ CLAIMS -MAGE DED I I RETENTION$ $ B WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANYPROPRIETORRARTNERJEXECUTIVE SH00000374231 03/29/2023 03/29/2024 X STATUTE ETH 1,000,000 L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 OFFICEMEMBEREXCLUDED? 71E. RI (Mendalory In NH) NIA E.L. DISEASE -POLICY LIMB E 1,000,000 H yes, describe uncle! DESCRIPTION OF OPERATIONS below DESCRI"IONOFOPERATIONSILOCATIONSIVEHICLES (ACORD 101,AddiUonal Remarks Schedule, may beatuched K Imrespace is required) Certificate holder is named as Additional Insured per the attached endorsement. CANCPI I ATInN VCM1 r Irr V/�r � SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cat Home LLC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN LT Management Group ACCORDANCE WITH THE POLICY PROVISIONS. 1414 S Azusa Ave #22 AUTHORVEDREPRESENTATIVE West Covina, CA 91791 The ACORD name and logo are registered marks of ACORD ©1988.2015 AGORD COKHOKA I ION. An rights ACORD 25 (2016103) POLICY NUMBER: I^ COMMERCIAL GENERAL LIABILITY ECG 20 590 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Locations Of Covered Operations 1. Any person or organization for whom you are per- Any location for which the Named Insured's forming operations when you and such person or or- work was performed for such person(s) or ganization have agreed in writing in a contract or organization(s). agreement that such person or organization be added as an additional Insured on your policy but only when such contract or agreement requires an additional insured form other than CG 20 26 0413; and 2. Any other person or organization you are required to add as an additional insured under the written contract or written agreement described in Paragraph 1. above. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" but only to the extent caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for an additional insured(s) at the location(s) desig- nated above. B. The insurance afforded to an additional insured shall only include the insurance required by the terms of the written agreement and shall not be broader than the coverage provided within the terms of the Coverage Part. C. The Limits of Insurance afforded to an additional insured shall be the lesser of the following: 1. The Limits of Insurance required by the written agreement between the parties; or 2. The Limits of Insurance provided by this Cov- erage Part. ECG 20 590 05 09 Copyright, Everest Reinsurance Company 2009 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. INSURED COPY Page 1 of 1 ❑ 12"EMEDi ACORO® CERT IrICATE OF LIABILITY INSUILICE DATE (MMIDD/YYYYI 4/9/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Safehold Special Risk, Inc. (916) 589-8000 Safehold Special Risk, Inc. (CA DOI # 0G13561) CA NAMCT E: PHONE FAX (AIC, No, Eal): (AIC, No):.. E-MAIL. ADDRESS: INSURERS) AFFORDING COVERAGE NAICM 10941 White Rock Rd INSURER A: NOVA Casualty Company 1 42552 Rancho Cordova, CA 95670 INSURED INSURER e: PERSONAL B ADV INJURY APEX Animal Care Veterinary Corporation INSURERC: INSURER D: 9639 E. Valley Blvd INSURER E: Rosemead, CA 91770 1 INSURER F: PRODUCTS COMPIOPAGG COVERAGES CERTIFICATE NUMBER: 14958337 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL 9UBR POLICY NUMBER LTR PMIOi1l0DIYYYY XP MMIDP0LICD�YY I LIMITS A X -- COMMERCIAL GENERAL LIABILITY IB -10000781-03 X � CLAIMS -MADE XI OCCUR 03/29/2020 03/29/2021 ( I EACHOCCURRENCE DAMAGTz TO RENTED PREMISES Ea occurrence S _. 1,000,000 $ 1000,000 MED EXP (Any one person) S 10,000 PERSONAL B ADV INJURY 5 1,000,000 GEN 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGAT E S 2.000,000 PRODUCTS COMPIOPAGG S 2,000,000 POLICY El JE� E LOC S OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Eaacadenl S BODILY INJURY (Per person) S ANY AUTO eODILV INJURY (Per accident) — --- S ------ OWNED SCHEDULED AUTOS ONLY ___� AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPE rrra A AGE Per accldenl S i 5 UMBRELLA LIAR OCCUR EACH OCCURRENCE S E AGGRFGATF S EXCESS LIAB CLAIMS -MADE S OED RETENTIONS WORKERS COMPENSATION WK -10000354-03 '0` AND EMPLOYERS'LIABILITV YIN ANYPROPRIETORIPARTNERIEXECUTIVE ❑ OFFICERIMEMBERE%CLUDED? NIA (Mandatory In NH) 03/29/2020 03/29/2021! % STATUTE 1RH E.L. EACH ACCIDENT S 1,000,000 E.L. DISEASE - EA EMPLOYEE S LOW 000 E L. DISEASE -POLICY LIMIT S 1,000000 H ycs, dowibo under DESCRIPTION OF OPERATIONS below II I I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) City of Rosemead, its elected and appointed officers, officials and employees are named as Additional Insured with respect to General Liability per the attached endorsement. Proof of Workers Compensation. ER CANCELLATION CERTIFICATE HOLD City of Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 8838 East Valley Blvd ACCORDANCE WITH THE POLICY PROVISIONS. Rosemead, CA 91770 AUTHORIZED REPRESENTATIVE / L.6 The ACORD name and logo are registered marks of ACURO u 18Db-20e ACORD CORPORATION. Aii Agnea rrissai a. ACORD 25 (2016/03) BUSINESSOWNERS a C. SECTION II- LIABILITY The following paragraphs amend coverage provided under SECTION II — LIABILITY of the Businessowners Coverage Form. 1. Additional Insured By Contract, Agreement or Permit- Primary and Non -Contributory Paragraph C. Who Is An Insured is amended to include as an insured any person or organization for whom you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy. The insurance provided to the additional insured is limited as follows: a. That person or organization is only an additional insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused in whole or in part by: (1) Premises you own, rent, lease. or occupy, or (2) Your ongoing operations performed for that insured. (3) In connection with "your work" and included within the "products -completed operations hazard", but only if: (a) The written contract or written agreement requires you to provide such coverage to the additional insured, and (b) This policy provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, the following is added to paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the contract or agreement,. or (2) Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. c. If specifically required by a contract, agreement or permit, coverage provided by this insurance shall be primary and any other insurance available to the additional insured shall be excess and non- contributing. 2. Alienated Premises Paragraph BA. Exclusions, sub -paragraph Ill is replaced with the following. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you.. at the time the property was transferred or abandoned. 3. Bodily Injury Redefined Paragraph F. Liability and Medical Expenses Definitions, sub -paragraph 3. "Bodily Injury" is replaced with the following: "Bodily injury" means bodily injury, disability, sickness or disease sustained by a person, including death resulting from any of these at any time "Bodily Injury' includes mental anguish, mental injury, shock, fright or death resulting from "bodily injury", sickness or disease. 4. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to paragraph B. 1. Exclusions, sub -paragraph k.: Sub -paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. The following definition is added to paragraph F. Liability and Medical Expenses Definitions: "Customers goods" means property of your customer on your premises for the purpose of being: (1) Worked on; or (2) Used in your manufacturing process. (3) The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 5. Broadened Named Insured For purposes of the coverage provided by this endorsement, C. Who Is An Insured, paragraph 3. is added as follows: All of your subsidiaries, companies. corporations.. firms, or organizations, as now or hereafter constituted. qualify as insureds under this policy if: ABP01191114 Includes Copyrighted Material of Insurance Services Office. Inc. with its permission Page 28 of 32 INSURED RC44101 4/9/2020 Safehold Special Risk, Inc. (916) 589-8000 Safehold Special Risk, Inc. (CA DOI # 0G13561) 10941 White Rock Rd Rancho Cordova, CA 95670 NOVA Casualty Company42552 APEX Animal Care Veterinary Corporation 9639 E. Valley Blvd Rosemead, CA 91770 14958337 X 1,000,000 IB-10000781-0303/29/2021 03/29/2020 A X 1,000,000 10,000 1,000,000 2,000,000 2,000,000 X 03/29/2020 03/29/2021 WK-10000354-03 A 1,000,000 1,000,000 1,000,000 City of Rosemead, its elected and appointed officers, officials and employees are named as Additional Insured with respect to General Liability per the attached endorsement. Proof of Workers Compensation. City of Rosemead 8838 East Valley Blvd Rosemead, CA 91770 FIRST AMENDMENT TO ANIMAL SHELTERING AND CARE SERVICES (APEX ANIMAL CARE VETERINARY CORPORATION; DBA ROSEMEAD ANIMAL HOSPITAL) This FIRST AMENDMENT ("Amendment") is made and entered into this 10th day of December, 2019 ("Effective Date"), by and between the City of Rosemead, a municipal organization, organized under the laws of the State of California with its principal place of business at 8838 East Valley Blvd., Rosemead, California 91770 ("City") and APEX Animal Care Veterinary Corporation (dba Rosemead Animal Hospital) with its principal place of business at 9639 Valley Blvd., Rosemead, California 91770 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." WHEREAS, City and Contractor entered into an agreement on February 12, 2019, for animal sheltering and care services (the "Agreement"); and WHEREAS, this Agreement is set to expire on December 31, 2019; and WHEREAS, the City and the Contractor may mutually agree to extend the term of this Agreement (Section 1). NOW, THEREFORE, the Parties agree as follows: SECTION 1. Section 1, "Term of Contract" shall be amended to read: The term of this Agreement is amended to continue until December 31, 2020, unless either party gives express written notice of its intent to terminate this Agreement at least ninety (90) days prior to the requested termination date. This Agreement may be extended on an annual basis prior to any expired term by written agreement of the Parties. The City Manager is authorized to negotiate and execute any contract amendments or extensions on behalf of the City. SECTION 2. All other terms, condition, and provisions of the Original Agreement not in conflict with this Addendum, shall remain in full force and effect. SECTION 3. The City Clerk shall certify to the adoption of this Addendum and hereafter the same shall be in full force and effect. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. CITY OF ROSEMEAD APEX ANIMAL CARE VETERINARY CORP. • (dba, Rosemead Animal Hospital) BY: 1_, Gloria Molleda, City Manager - Name: / f( - " Attest:. - Al . i► �,� �%i /2� Title: G�� City Clerk (If Corporation, TWO SIGNATURES, President OR c 2 0�`, „Q ,24 JDyyj � Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED) BY: / I BY: Rachel Richman, City Attorney z,V / Name: Title: eN, 2 Agreement forAnimal Care and Sheltering Services Page 1 CITY OF ROSEMEAD AGREEMENT FOR ANIMAL SHELTERING AND CARE CONTRACT SERVICES This Agreement entered into this 12th day of February, 2019 between the CITY OF ROSEMEAD herein called "City", and the APEX Animal Care Veterinary Corporation; dba Rosemead Animal Hospital, a privately owned corporation hereafter referred to as "APEX." WITNESSETH APEX agrees as an independent contractor to provide comprehensive animal care 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 12, 2019, and shall also cover the period starting January 31, 2019 and ending on February 11, 2019 to cover the gap in providing services. This agreement shall continue until December 31, 2019, unless either party gives express written notice of its intent to terminate this Agreement at least ninety (90) days prior to the requested termination date. This Agreement may be extended prior to any expired term by written agreement of the Parties. SECTION II ANIMAL SHELTER SERVICES A. APEX shall maintain humane and sanitary shelter facilities suitable for the impoundment of all animals which may come into its custody from the City. APEX's hospital and shelter shall be located at 9639 Valley Blvd, Rosemead, California. APEX shall maintain public office hours from Monday through Friday 9:00 a.m. to 6:00 p.m., Saturday from 9:00 a.m. to 1:00 p.m. and be closed Sunday each week and kennels shall be open to public visitation for identification purposes from 9:00 a.m. to 6:00 p.m., on its days of operation. APEX's offices are closed on Sundays and specified holidays. APEX will accept animals from City Animal Control personnel Monday through Friday from 9:00 a.m. to 6:00 p.m. and Saturday from 9:00 a.m. to.1:00 p.m., except specified holidays. Agreement forAnimal Care and Sheltering Services Page 2 Animals impounded for the City shall be held for redemption, by the owner or animal's custodian or until transported to an adoption shelter. Cats determined to be truly "feral cats" by a qualified licensed veterinarian shall be held for owner or caretaker redemption for at least three (3) business days, provided that no designated holding period shall be less than that provided by California Food and Agricultural Code — Division 14 or any other applicable state or county laws for the animal concerned. APEX 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 APEX and the City shall have no further responsibility for such animal unless euthanized which APEX shall be compensated for said cost in accordance with Section V. B. In the absence of written instructions from City to the contrary, APEX will not accept stray animals found by' private citizens nor any animals voluntarily relinquished by their owners who reside in the City of Rosemead. APEX will direct all residents of the City of Rosemead to the City's Public Safety Department. C. APEX shall charge owner or animal's custodian a reasonable redemption fee for the release of an impounded animal that has been identified by the owner or animal's custodian. APEX may recover costs related to boarding, vaccination and veterinary medical treatment. APEX shall not release any impounded dog until owner or animal's custodians provides proof of City licensing. D. APEX shall not release any animal for the purposes of medical research or vivisection. SECTION III INCIDENTAL COSTS AND SERVICES APEX may provide other services, and charge costs for these services, as agreed upon by the City in writing. 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. Agreement forAnimal Care and Sheltering Services Page 3 SECTION IV COMPENSATION A. APEX shall receive compensation for Animal Shelter Services and Veterinary Medical Services rendered under this Agreement, as specified in accordance with Section V. Total payments to APEX shall not exceed Sixty-Five Thousand Dollars ($65,000) per calendar year. Extra Work may be requested in writing by the City in an amount agreed to by the parties, and if authorized, will be compensated at the agreed upon amount. Contract costs are due and payable in accordance with SECTION IV, C. B. During the term of this contract, City agrees to compensate APEX for all monthly payments due. C. APEX shall invoice City monthly within one week of completing the previous month's services. City shall pay for each month's completed service within thirty (30) days after receipt of said invoice. Said amount shall fully compensate APEX for all service provided for City as constituted on the effective date of this Agreement and shall include complete shelter and veterinary services for all impounded animals. D. 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 five days pursuant to any applicable city ordinance or state law, shall be billed to City at the established per day boarding fee rates in Section V. SECTION V FEE SCHEDULE Kennel and Cage Boarding Rates: Dog $12 per night Cat $10 per night Rabies Vaccination: $25 Euthanasia Costs: Cats/Dogs up to 15Ibs. $25 Dogs— 16-40 lbs. $40 Dogs—41-801bs. $60 Dogs— 811bs and up $75 Agreement forAnimal Care and Sheltering Services Page 4 Emergency Veterinarian Medical Services*: $250 max. per animal (*Requires prior approval by City personnel. Limited to immediate stabilization and comfort) SECTION VI EQUIPMENT, SUPPLIES AND PERSONNEL A. APEX shall provide all equipment,vehicles,supplies and personnel necessary to perform the services to be furnished by APEX under the terms and conditions of this agreement. SECTION VII PUBLIC HEALTH RESPONSIBILITIES A. APEX 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 APEX EMPLOYEE STATUS A. All persons employed by APEX for the performance of services to be provided pursuant to the terms and conditions of this agreement shall be employees or agents of APEX. City shall not be called upon to assume any liability for the direct payment of any salaries, wages or other compensation to any APEX 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 APEX's officers, agents and employees and APEX shall have the full cooperation of City and of the officers, agents and employees of City in the performance and evaluation of the services. Agreement forAnimal Care and Sheltering Services Page 5 SECTION X INSURANCE AND INDEMNIFICATION A. APEX will defend, indemnify, save and hold harmless the City its elected or appointed officers and employees from any and all liabilities, losses, demands, claims, causes of action, proceedings, suits, damages, judgments, costs and expenses of litigation including attorney's fees and from all expenses that may be incurred in investigating the same, arising from, or growing out of, any act or omission of APEX, its contractors, agents or employees, in connection with the operation of APEX's shelter, or in the performance of related duties under this agreement. APEX shall fully inform all persons using or being upon APEX'S premises or conducting business at such location of the non-liability of City for any act or neglect of APEX, by posting an adequate number of notices to that effect in,about,or on said premises. B. APEX 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: I. Comprehensive general liability coverage, including vehicle insurance in an amount no less than $1,000,000 combined single limit per occurrence, 52,000,000 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 APEX; (2) completed operations of the APEX, of (3) premises owned, leased or used by APEX. 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 APEX shall file a Certificate of Liability Insurance and original endorsements affecting coverage required by this section with the City. Agreement forAnimal Care and Sheltering Services Page 6 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. SECTION XI RECORDS MANAGEMENT AND FINANCIAL ACCOUNTING A. APEX agrees to maintain a comprehensive records management system and provide City with such records relating to the services performed under this agreement. All APEX 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 APEX and reimbursed to APEX by City upon request by APEX. B. APEX shall comply with information access provisions in accordance with all applicable requirements as stipulated by the State of California. SECTION XII CONTRACT ADMINISTRATION A. APEX shall provide, upon request by City, reports showing the number and species of animals impounded or received from the City. SECTION XIII 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 XIV ASSIGNMENT A. APEX 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 forAnimal Care and Sheltering Services Page 7 SECTION XV MERGER A. This agreement represents the entire understanding between the parties hereto and supersedes any and all prior written or oral agreements or understanding between the parties. IN WITNESS WHEREOF, the parties have authorized the individuals below to sign this Agreement'on its behalf. APPROVED AS TO FORM CITY OF ROSEMEAD 1:-.R0),„14..t., O/ i Rachel RichI man, City Attorney S even Ly, Mayor 1 Date: ID- 1 C�I Date: (;)-1/L3 / , ATTEST: APEX Animal Care Veterinary Corporation, - dba Rosemead Animal Hospital - ,Ericka-Herna dez, City Clerk Owner Date: f ,- f /7 gs"TANG-1,4 4, 4.„_7" L Owner Date: ( -1 NH RC44101 DATE CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on . this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Safehold Special Risk,Inc.(916)589-8000 PHONE FAX (A/C,No,Ext): (A1C,No): Safehold Special Risk,Inc.(CA DOI#0G13561) E-MAIL ADDRESS: 10941 White Rock Rd • INSURER(S)AFFORDING COVERAGE NAIC# Rancho Cordova,CA 95670 INSURER A: NOVA Casualty Company - 42552 INSURED INSURER B: • APEX Animal Care Veterinary Corporation INSURER C: 9639 E.Valley Blvd INSURER D: INSURER E Rosemead,CA 91770 - • INSURER F: - _ _ _ COVERAGES CERTIFICATE NUMBER: 13856784 REVISION NUMBER: See below THIS IS TO CERTIFY THAT-THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSD DDL SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS {MMIDD/YYYY) (MMIDDIYYYY) A X COMMERCIAL GENERAL LIABILITY IB-10000781-01 03/29/2018 03/29/2019DEACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR PREMISES ESORERENTED P (Ea occurrence) $ 1,000,000 MED EXP(Any one person) _ $ 10,000 PERSONAL&ADV INJURY S 1,000,000 -- GENt AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- LOC PRODUCTS-COMP/OPAGG $ 2,000,000 JECT _ OTHER: AUTOMOBILE LIABILITY • • COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED - PROPERTY DAMAGE $ - AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB _ OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE• $ DED RETENTION$ $ A WORKERS COMPENSATIONPER WK-10000354-01 03/29/2018 03/29/2019 X STATUTE EERH AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE YIN NIA E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED?- (Mandatory in NH) - • E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Rosemead,its elected and appointed officers,officials and employees are named as Additional Insured with respect to General Liability per the attached endorsement. Proof of Workers Compensation. • • CERTIFICATE HOLDER CANCELLATION City Of Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 8838 East Valley Blvd ACCORDANCE WITH THE POLICY PROVISIONS. Rosemead,CA 91770 AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) (This cerafcale replaces certificate#138567671ssund on 1/302018) BUSINESSOWNERS C. SECTION II-LIABILITY The following paragraphs amend coverage provided under SECTION II—LIABILITY of the Businessowners Coverage Form. 1. Additional:Insured By Contract,Agreement or Permit-Primary and Non-Contributory Paragraph C.Who Is An Insured is amended to include as an insured any person or organization for whom you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy. The insurance provided to the additional insured is limited as follows: a. That person or organization is only an additional insured with respect to liability for"bodily injury", "property damage or"personal and advertising injury"caused in whole or in part by: (1) Premises you own, rent., lease, or occupy; or (2) Your ongoing operations performed for that insured. (3) In connection with your work"and included within the"products-completed operations hazard", but only if: (a) The written contract or written agreement requires you to provide such coverage to the additional insured;and (b) This policy provides coverage for "bodily injury" or "property damage included within the "products-completed operations hazard b. With respect to the insurance afforded to these additional insureds, the following is added to paragraph D. Liability And Medical.Expenses Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1). Required by the contract or agreement or (2) Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. c. If specifically required by a contract, agreement or permit,coverage provided by this insurance shall be primary and any other insurance available to the additional insured shall be excess and non- contributing:. 2. Alienated.Premises Paragraph B.1.Exclusions,sub-paragraph k.(2) is replaced with the following: Premises you sell, give away or abandon, if the "property damage arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 3.. Bodily Injury Redefined Paragraph F. Liability and Medical Expenses Definitions, sub-paragraph 3. "Bodily Injury" is replaced with the following: "Bodily injury" means bodily injury, disability, sicknessor disease sustained by a person, including death resulting from any of these at any time. "Bodily Injury" includes mental anguish, mental injury, shock, fright or death resulting from"bodily injury", sickness or disease: 4. Broad Form Property Damage-Borrowed Equipment,Customers Goods, Use of Elevators a. 'The following is added to paragraph B.1. Exclusions,sub-paragraph k.: Sub-paragraph (4)does not apply to"property damage"to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property'damage to "customersgoods while on your premises nor to the use of elevators. b. The following definition is added to paragraph F. Liability and Medical Expenses Definitions: Customers goods" means property of your customer on your premises for the purpose of being: (1) Worked on or (2) Used in your manufacturing process. (3) The insurance afforded under this provision is excess.over any other valid and collectible property insurance (including deductible)-available. to.the insured whether"primary, excess, contingent or on any other basis. 5. Broadened Named Insured For purposes of the coverage provided by this endorsement C. Who Is An Insured, paragraph 3. is added as follows: All of your subsidiaries, companies, corporations,firms, or organizations, as now or hereafter constituted, qualify as insureds under this policy if: ABP01191114 Includes Copyrighted Material of Insurance Services Office,Inc.with its permission Page 28 of 32 INSURED