CC - Item 4F - Professional Services Agreement with Volunteers in Defense of Animals (VIDA) for Animal Shelter and Care ServicesROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AN CITY COUNCIL
FROM: BEN KIM, CITY MANAGER
DATE: JUNE 13, 2023
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH VOLUNTEERS IN
DEFENSE OF ANIMALS (VIDA) FOR ANIMAL SHELTER AND
CARE SERVICES
SUMMARY
The Professional Services Agreement with Volunteers in Defense of Animals ("VIDA") for
animal shelter and care services agreement is to expire on December 31, 2023. On April 13,
2023, the Public Safety Department received a letter from VIDA notifying the City of unplanned
price increases for animal intakes due to increasing costs of veterinarian care and daily
maintenance. For the past five years, VIDA has provided long-term kenneling, adoption, and
veterinary care services to the City, in addition to supporting the City's network of animal care
services. The Public Safety Department has been pleased with the services that VIDA provides
and is recommending that the City continue its unique relationship with VIDA. Therefore, it is
recommended that the City Council authorize and direct the City Manager to execute a
Professional Services Agreement with VIDA for long-term animal care, adoption, and veterinary
services.
BACKGROUND
Prior to January 2019, animal control, sheltering, and animal care services were provided by the
San Gabriel Valley Humane Society ("SGVHS"). Due to significant cost increases proposed by
SGVHS, on February 12, 2019, the City Council approved separate animal sheltering and care
services for the remaining of the 2019 year as follows:
• Rosemead Animal Hospital (RAH) - Temporary/short-term kenneling and veterinary
care.
• Volunteers In Defense Of Animals (VIDA) - Long-term kenneling, adoption, and
veterinary care.
On December 10, 2019, the City Council approved First Amendments with RAH and VIDA
extending both service agreements for one additional year to December 31, 2020. On
November 10, 2020, the City Council approved the Second Amendment with RAH and VIDA
extending service agreements for three years to December 31, 2023. Upon City Council
AGENDA ITEM 4.F
City Council Meeting
June 13, 2023
Page 2 of 3
approval, the new agreement with VIDA will supersede the current contract.
DISCUSSION
VIDA is located in La Puente (Rowland Heights — approximately 30 minutes away) and is a non-
profit shelter/animal care facility that places priority on adoption and transfer to other adopting
entities before considering euthanasia. The rescue center has 25 dog kennels available, a
dedicated cat house, an off -hour on-site caretaker, and has also provided 24/7 access to the
kennel area. Additional services include giving baths, walking the dogs, and providing other
animal care duties. For the past five years, the City has been pleased with the services that VIDA
provides and is recommending continuing the partnership.
The chart below represents the to -date animal care service and costs from VIDA (months of
February 2019 to ending March 2023).
On April 13, 2023, the Public Safety Department received a letter from VIDA notifying the
City of unplanned price increases for animal intakes due to increasing costs of veterinarian care
and daily maintenance. Currently, VIDA charges $175 for dogs with a seven day hold and $65
for cats/kittens. VIDA is proposing to increase the dog fee to $250 and the cat/kitten fee to
$150.
STAFF RECOMMENDATION
It is recommended that the City Council authorize and direct the City Manager to execute a
Professional Services Agreement with VIDA for long-term animal care, adoption, and veterinary
services.
FISCAL IMPACT
The Fiscal Year 2023-24 Proposed Public Safety Department budget includes sufficient funding
for this program.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Fiscal Year
FY Cost
Dog Intake
Cat/Kitten Intake
February 1 —
June 30, 2019
$17,230
43
223
July
1, 2019
— June 30, 2020
$36,719
106
264
July
1, 2020
— June 30, 2021
$20,396
44
115
July
1, 2021
— June 30, 2022
$26,412
81
90
July
1, 2022
— March 30, 2023
$19,172
56
57
Total
$119,929
330
749
On April 13, 2023, the Public Safety Department received a letter from VIDA notifying the
City of unplanned price increases for animal intakes due to increasing costs of veterinarian care
and daily maintenance. Currently, VIDA charges $175 for dogs with a seven day hold and $65
for cats/kittens. VIDA is proposing to increase the dog fee to $250 and the cat/kitten fee to
$150.
STAFF RECOMMENDATION
It is recommended that the City Council authorize and direct the City Manager to execute a
Professional Services Agreement with VIDA for long-term animal care, adoption, and veterinary
services.
FISCAL IMPACT
The Fiscal Year 2023-24 Proposed Public Safety Department budget includes sufficient funding
for this program.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
City Council Meeting
June 13, 2023
Page 3 of 3
Prepared by:
Submitted by:
/"mow
Many Wong Mike Bruckner
Public Safety Supervisor Assistant City Manager
Attachment A: City Council Staff Report dated February 12, 2019
Attachment B: VIDA Letter April 13, 2023
Attachment C: Professional Services Agreement
Attachment A
City Council Staff Report
Dated February 12, 2019
ROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: GLORIA MOLLEDA, CITY MANAGER "t M
DATE: FEBRUARY 12, 2019
SUBJECT: PROPOSED AGREEMENTS FOR ANIMAL SHELTER AND CARE
SERVICES
SUMMARY
On December 17, 2018 an RFP for animal control, sheltering, and care services was issued to
four entities that provide services to the surrounding San Gabriel Valley area. The San Gabriel
Valley Humane Society (SGVHS) provided the sole response at $210,000 over a 12 -month
period. With the City already providing the majority of its own field response services, staff
researched alternative ways of providing equivalent services. Ultimately, staff was able to
negotiate and obtain separate agreements from several different entities in order to maintain
compliance with state laws and provide equivalent services, and in some instances improve upon
existing services. Based on animal intake numbers provided by the SGVHS for 2017, staff is
conservatively anticipating an overall cost between the different entities and additional fuel costs
to total $162,300 over a 12 -month period.
There are a variety of situations and tasks that encompasses providing animal control services.
Each of the below entities provides a critical role as part of the overall team that enables this
service for our community. Staff is recommending that animal control, shelter, and care services
be implemented using the following entities:
• Rosemead Animal Hospital — Temporary/Short-term kenneling and veterinary care
• Volunteers in Defense of Animals — Long-term kenneling, adoption, and veterinary care
• D&D Disposal Services — Deceased animal disposal
• Emergency Pet Hospital of Glendora — Off -hour veterinary care
• City of Rosemead Community Service Officers — Daily and Off -hour field response
services
• City of Rosemead Public Safety Staff — Animal licensing services
ITEM NUMBER: i0 ✓'i
City Council Meeting
February 12, 2019
Page 2 of 5
Rosemead Animal Hospital is located in our very own City and services are performed by Dr.
Micheal Lieu, DVM and his staff. The hospital is not only capable of providing veterinary care,
but also short-term kenneling services. There are over 30 kennels and 19 dog kennels and 8 cat
kennels are available for Rosemead's use, allowing the field response officers to stay within our
borders while on duty and minimize having to transport animals on a daily basis to an adoption
center. The hospital has also recently provided staff with a key to access the kennel area so
animals can be placed in a secure and safe area even when closed.
Volunteers in Defense of Animals is located in La Puente (Rowland Heights — approximately 30
minutes away) and is a non-profit shelter/animal care facility that places priority on adoption and
transfer to other adopting entities before considering euthanasia. The rescue center has 25 dog
kennels available, a dedicated cat house, an off -hour on-site caretaker, and has also provided
24/7 access to the kennel area. Staff has visited the site on several occasions during the week
and weekends and was impressed with the staff and number of volunteers that were busy at work
giving baths, walking the dogs, and providing other animal care duties. Although the shelter is
smaller than the previous provider, no other cities are providing animals to the shelter which
allows for more time to be devoted to each animal by the volunteers and staff. Laura Sandoval is
the director and a registered veterinary technician.
D&D Disposal Services' parent company is West Coast Rendering and located in Vernon, CA.
D&D services many of the animal shelters in southern California, including those owned by Los
Angeles County Animal Services. D&D is providing a weekly pick-up of all deceased animals
retrieved by our field officers.
Emergency Pet Hospital of Glendora is located in Glendora, CA (approximately 30 minutes
away) and provides emergency veterinary care during off -hours, weekends, and holidays. Staff
had hoped that the previous off -hour provider located in Pasadena (approximately 20 minutes
away) would continue providing services, however, they were not interested in providing
services directly to the City.
Community Services Officers will continue to provide the daily response for animal services.
The City's CSO's will continue providing this service along with the assistance of other City
staff members. Off -hour emergency response will work in a similar manner as in the past, with
calls initially going to the Temple Dispatch Center, however, in -lieu of calling the SGVHS off -
hour number, the dispatcher will call the City's Public Safety off -hour number. The criteria for
an emergency response remains the same, for example a severely injured dog warrants a
response, whereas an already deceased dog not creating a public safety hazard (middle of the
roadway) would be handled first thing in the morning. A CSO is provided a City phone to be
contacted at.
Public Safety Staff will continue to provide animal licensing services for the City. As a side-
note, staff is preparing an agreement to make improvements to the existing software licensing
program and vendor, to include on-line payments and renewals.
City Council Meeting
February 12, 2019
Page 3 of 5
Although staff identified the above entities as excellent and capable partners, staff will continue
to look for alternative options and partnerships in order to maintain continued services and at its
highest levels possible.
IMPROVED SERVICES
Staff has become intricately involved in assessing the animal services rendered to the City.
Having spent the time in breaking down the services, it allowed staff to come up with ideas on
how to better serve and educate our community. For example:
• Licensed and/or micro -chipped pets are returned to the owner rather than placed at a
shelter. Implementing this service reinforces the need and importance of licensing their
dogs and micro -chipping cats, and provides an opportunity to meet face-to-face with our
residents and educate them on animal related matters. This also saves the resident from a
redemption fee that a shelter would charge. Staff is providing this service in the
following manner: I't occurrence — no charge, 2nd occurrence no charge with warning
notice, Yd occurrence administrative citation.
• Staff will implement a test program, cats that are trapped and identified by a licensed
veterinarian as a domesticated pet or micro -chipped are returned back to the owner or
area in which they were trapped. A paper collar is placed around the cat notifying the
owner (if not directly handed over) to contact the Public Safety Department. This
provides an opportunity to educate the owner and make them aware of what occurred and
the dangers of allowing their cats to roam beyond their residence.
• Noticing of stray animals that were retrieved by the Public Safety Department on social
media and lost pet sites in order to actively find their owners. Staff is also considering
expanding the City's Public Safety web pages to include one for animals impounded by
the department.
• The Public Safety Center will be the hub for all animal inquiries. Previously, residents
would often come to the Center looking for an animal or wanting to surrender their pet,
and they would then be given directions to the off-site location for assistance. The Safety
Center is now the hub and with improved forms and logs are able to determine if an
animal meeting the resident's description was turned in and where it is currently located.
If a resident wished to surrender their pet, staff will take the animal and transport to the
appropriate facility for the resident. By making the Center the hub for all inquiries and
processes, data is now collected on a real-time basis and over time will allow the City to
improve their accuracy in administrative and budgetary forecasting. Staff will now begin
to compile monthly, quarterly, and yearly reports on detailed animal activities and can be
provided to the Council if desired.
City Council Meeting
February 12, 2019
Page 4 of 5
AGREEMENTS
Two of the four outside entities require agreements to be approved by the City Council. Those
two entities are the Rosemead Animal Hospital and Volunteers in Defense of Animals. D&D
Disposal is providing services at a rate of $300 per month or $3,600 annually. Emergency Pet
Hospital of Glendora is providing services on an as needed basis and staff is budgeting $10,000
annually.
Highlights of the agreement terms for both the hospital and shelter facility are summarized
below:
Rosemead Animal Hospital:
Initial 11 -month term with option to extend for 12 -month periods with written notice;
90 -Day termination with written notice;
Not to exceed $65,000 during a 12 -month period
Volunteers in Defense of Animals:
Initial 11 -month term with option to extend for 12 -month periods with written notice;
90 -Day termination with written notice;
Not to exceed $80,000 during a 12 -month period
12 -MONTH BUDGET SUMMARY
A summary totaling a 12 -month period of costs are as follows:
Rosemead Animal Hospital $65,000
Volunteers in Defense of Animals $80,000
D&D Disposal Services $ 3,600
Emergency Pet Hospital of Glendora $10.000
Additional Fuel Costs $ 3,700
TOTAL $162,300
It is important to note that there are additional fuel costs in providing services in this manner due
to the increase in the distance to some facilities, however this could also be off -set by having a
local temporary kennel that is more central to the City, and scheduling the transport of animals to
the adoption center during the least amount of traffic. Staff would be in a better position to
ascertain these impacts after the initial I 1 -month period.
The current budget included $93,300 for animal control contract services. At this time,
approximately $29,600 remains available. In order to fund the remaining 5 -months of the fiscal
year with the new break down in services, a budget increase of $38,100 is being requested for
your consideration. The budget increase would bring available funding for animal control
City Council Meeting
February 12, 2019
Page 5 of 5
services to $67,700 and would be utilized in the following manner; $60,416 for 5 months of
animal care and sheltering service, $1,500 for deceased animal disposal, $1,529 for fuel costs,
and $4,167 for emergency veterinary care.
STAFF RECOMMENDATION
That the City Council authorize the City Manager to:
Execute the Agreement with Rosemead Animal Hospital for an 11 -month period
covering the period January 31, 2019 to December 31, 2019; and
2. Execute the Agreement with Volunteers in Defense of Animals for an 11 -month period
covering the period January 31, 2019 to December 31, 2019;
FISCAL IMPACT
The City's proposed 2018/19 Fiscal Year budget includes $29,600 of remaining available funds
for animal control contract services. To continue services, staff is requesting that $38,100 be
appropriated from the unreserved general fund to the appropriate animal control services and fuel
services accounts.
STRATEGIC PLAN IMPACT - None
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Prepared by:
Tsujiuchi, Assistant City Manager
Attachment A: Agreement with Rosemead Animal Hospital
Attachment B: Agreement with Volunteers in Defense of Animals
Attachment B
VIDA Letter
Dated April 13, 2023
April 13, 2023
Hi Mandy,
It has been a pleasure working with you and your staff for the last few years. We love that we
can help the city of Rosemead by taking in the animals that are brought into our care. We have
come to a point where we are struggling to make ends meet and stay open. Recently we have
noticed that we get very little RTO's (return to owners) from your city and end up keeping and
needing to find homes for these lost or stray animals. Most of the stray animals that we keep
from Rosemead also need to be spayed or neutered and vaccinated, which those prices have gone
up for us as well. Our vet prices have gotten very high, dog food costs twice as much and cat
food and litter as well.
As of April 1, 2023 we will need to increase our prices as follows.
Intake with a 7 day hold for dogs (including holidays).
$250 (any size)
Intake with a 7 day hold for cats and kittens (including holidays).
$150
Please do not hesitate to call me if you have any questions or concerns.
Laura Sandoval
626-374-1551
Volunteers in Defense of Animals
19142 E. Walnut Dr. N
Rowland Heights, CA 91748
www.vida4animals.org
i r
V DA
Volunteers In Defense Of Animals
VIDA- Volunteers in Defense of Animals is a non-profit organization working to end the suffering and mistreatment
of dogs and cats in Southern California. We bring spay and neuter services to areas where families cannot afford
them; we facilitate the rescue, foster care, and adoption of animals whenever possible, and we offer education and
support to those involved in the care of animals.
Attachment C
Professional Services Agreement
PROFESSIONAL SERVICES AGREEMENT
VOLUNTEERS IN DEFENSE OF ANIMALS (VIDA)
PARTIES AND DATE.
This Agreement is made and entered into this July 1, 2023 (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 Volunteer in Defense of Animals with its principal place of
business at 19142 E. Walnut Dr. N, Rowland Heights, CA 91748 ("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.
TERMS.
3.1 Scope of Services and Tenn.
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.
Volunteers in Defense of Animals (VIDA)
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
Volunteers in Defense of Animals (VIDA)
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
Volunteers in Defense of Animals (VIDA)
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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
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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
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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:
Volunteers in Defense of Animals (VIDA)
19142 E. Walnut Drive N
Rowland Heights, CA 91748
Attn: Laura Sandoval
Phone: (626) 374-1551
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.
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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.
Volunteers in Defense of Animals (VIDA)
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
Volunteers in Defense of Animals (VIDA)
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]
Volunteers in Defense of Animals (VIDA)
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CITY OF ROSEMEAD VIDA
0
City Manager Date Date
Attest:
City Clerk Date
7
[If Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary, AND
CORPORATE SEAL OF CONTRACTOR
REQUIRED]
Approved as to Form: By:
Date
City Attorney
Title:
EXHIBIT A
PROPOSAL FOR SERVICES/ RATE SCHEDULE/RESUME
A. VIDA shall maintain humane and sanitary shelter facilities suitable for the
impoundment of all animals which may come into its custody from the City.
VIDA's shelter shall be located at 19142 E. Walnut Dr. N., La Puente,
California. VIDA 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 5:00 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 5:00 p.m., on its days of operation.
VIDA's offices are closed on Sundays and specified holidays. VIDA 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 redemption, by the owner or
animal's custodian for a minimum of seven (7) 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 and county
laws forthe animal concerned prior to being placed up for adoption. VIDA shall
make all reasonable efforts to have animals adopted or transported to other
shelters for adoption prior to considering euthanasia. VIDA 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 VIDA
and the City shall have no further responsibility for such animal unless
euthanized which VIDA shall be compensated for said cost in accordance with
Section V.
C. In the absence of written instructions from City to the contrary, VIDA will not
accept stray animals found by private citizens nor any animals voluntarily
relinquished by their owners who reside in the City of Rosemead. VIDA will
direct all residents of the City of Rosemead to the City's Public Safety
Department.
D. VIDA 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. VIDA may recover costs related to boarding,
vaccinations and veterinary medical treatment. VIDA shall not release any
impounded dog until owner or animal's custodians provides proof of City
licensing.
E. VIDA shall not release any animal for the purposes of medical research or
vivisection.
F. VIDA shall provide all equipment, vehicles, supplies and personnel necessary
to perform the services to be furnished by VIDA under the terms and
conditions of this agreement.
G. VIDA agrees to cooperate with public health authorities in enforcing the
provisions of the California Health and Safety Code relating to biting dogs and
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animals suspected of being infected with the rabies virus.
H. All persons employed by VIDA for the performance of services to be provided
pursuant to the terms and conditions of this agreement shall be employees or
agents of VIDA. City shall not be called upon to assume any liability for the
direct payment of any salaries, wages or other compensation to any VIDA
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 VIDA's
officers, agents and employees and VIDA shall have the full cooperation of
City and of the officers, agents and employees of City in the performance and
evaluation of the services.
VIDA agrees to maintain a comprehensive records management system and
provide City with such records relating to the services performed under this
agreement. All VIDA 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 VIDA and reimbursed to VIDA by City upon request
by VIDA.
J. VIDA shall comply with information access provisions in accordance with all
applicable requirements as stipulated by the State of California.
K. VIDA shall provide, upon request by City, reports showing the number and
species of animals impounded or received from the City.
L. VIDA 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 VIDA 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 VIDA for all
monthly payments due.
N. VIDA 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 VIDA 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 seven (7) business days pursuant to any
applicable Cty ordinance or state law, shall be billed to City at a rate of $20
per day.
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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.
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 1 (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
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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
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 VIZ
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.
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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.
7. 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
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 parry 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.
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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 parry 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.
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 parry 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.
WV
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.
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