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2020/06/17 Animal Friends of the Valley Animal Field ServicesDocuS,gn Envelope lD: A84BFC46"1DC6-4373-SC40-10FF0585A23F CITY OF MENIFEE CONTRACTOR AGREEMENT CITY OF MENIFEE: FISCAL YEAR 2020/21 ANIMAL FIELD SERVTCES THIS CONTRACTOR ACRE,EMENT ("Agreement") is made and effective this \ i' day ol Jtrn€- . 2020 ("El-fective Dale") by and between the CITY OF MENIFEE. a ('alifornia municipal corporation, (-City") and ANIMAL FRIENDS OF THE VALLEY, a Non-Profit Corporation ("Contractor"). City and Contractor may sometimes herein be referred to individually as a "Party" and collectively as the "Parties." SECTION I. SERVICES. Subject to the terms and conditions set fo(h in this Agreement, Contractor shall provide to City the services described in the Scope ofServices, attached hereto as Exhibit A and incorporated herein by this reference (the "Services"). Contractor will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope ol Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail. I . I Term of Services. The term of this Agreement shall begin on July I, 2020 and shall end on June 30,2021 with three (3) single one year (July l, 2021 - June J0, 2022. July l, 2022 - June 30,2023, and July l, 2023 - June 30, 2024) automatic renewals by mutual agreement unless the term olthis Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Contractor to complete the Services required by this Agreement shall not affect City's right to terminate this Agreement, as provided for in Section 8. 1.2 Standard of Perlormance. Contractor rcprescnts and warrants that Contractor is a provider of first class work and services and Contractor is experienced in perlorming the Services contemplated herein and. in light of such status and experience, Contractor shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged in the geographical area in which Contractor practices its profession and to the sole satisfaction of the Contract Administrator. 1.3 Assisnment of Personnel. Contractor shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment ofany such persons, Contractor shall, immediately upon receiving notice from City ofsuch desire of City. reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of the Serviccs pursuant to this Agreement as may be reasonably necessary to satisly Contractor's obligations hereunder. 2E59/01r8r8.0001 12775193 la05/l:l/20 DocuSign Envelope lD: A84BFC46-1DC6-4373 9C40-10FF0585A23F 1.5 Authorization to Perform Services. Contractor is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Adm inistrator. SECTION2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed TWO HUNDRED TWENTY FIVE THOUSAND DOLLARS AND ZERO CENTS DOLLARS ($225,OOO.OO) notwithstanding any contrary indications that may be contained in Contractor's proposal, for the Services to be perlormed and reimbursable costs incurred under this Agreement. In the event ofa conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Contractor for the Services rendered pursuant to this Agreement at the time and in the manner set lorth herein. The payments specified below shall be the only payments lrom City to Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Contractor shall no1 bill City for duplicate services performed by more than one person. 2.1 Invoiccs. Contractor shall submit invoices monthly during the term o[ this Agreement. bascd on the cost lor the Services pcrtbrmcd and reimbursable costs incurred prior to the invoice date. Invoices shall contain the l'ollowing inlormation: a. invoice, etc.; Serial identifications ol progress bills; i.e., Progress Uill No. I for the first The beginning and ending dates ofthe billing period;b. c. A "Task Summary" containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion; d. At City's option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense: Receipts lor expenses to be reimbursed; 'l-he Contractor Representative's signature Invoices shall be submitted to: City ol Menilee Attn: Accounts Payable fl 2 2E59/011E58,000t 121154931 a05/t3l2O e. The total number ol hours of work performed under this Agreement by Contractor and each employee, agent, and subcontractor of Contractor performing the Services hereunder necessary to complete the Services described in Exhibit A; DocuSign Envelope lD: A84BFC46'1DC6-4373-9C40-10FF0585423F 29844 Haun Road Menifee. CA 92586 2.2 Monthly Payment. Ci ty shall make monthly payments, based on invoices received, lor the Services satisfactorily performed. and tbr authorized reimbursable costs incurred. City shall have thirty (30) days lrom the receipt ofan invoice that complies with all ofthe requirements above to pay Contractor. 2.3 l'inal Payment. Ci ty shall pay the last fivc percent (5%) ol the total amount duc pursuant to this Agreement within sixty (60) days alter completion of the Services and submittal to City ola final invoice, ifall ol'the Services required have becn satisfactorily performed. 2.4 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering the Serviccs pursuant to this Agreement. City shall make no payment for any extra, furrher. or additional service pursuant to this Agrecment. ln no event shall Contractor submit any invoice lor an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such an invoice. 2.5 Hourly Fees. Fees for the Services pcrlbrmed by Contractor on an hourly basis shall not exceed the amounts shown on the lee schedule included with Exhibit A. 2.6 Reimbursable Expenses. Reimbursable ex penses are included within the maxrmum amount of this Agreement 2.7 Payment ofTaxes. Contractor is solel y rcsponsible lor the payment of employment taxes incurrcd under this Agreement and any federal or state taxes 2.8 Payment upotr TcnniDalla4. ln the evcnt that City or Contractor terminates this Agreement pursuant to Section 8, City shall compensate Contractor lor all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as ofthe date of written notice of termination. Contractor shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. SECTION 3. FACILITTES AND EQUIPMT,NT. F)xcept as otherwise provided, Contractor shall. at its sole cost and expense, provide all facilities and equipment necessary to perlorm the services required by this Agreement. ln no event shall City be required to fumish any lacility that may involve incuming any direct expense, including but not limited to computer, long-distance telephone or other communication charges. veh ic les. and reproduction facilities. SECTION 4. INSURANCE REQUIREME,NTS. []elore beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure the types and amounts of insurance chcckcd below and provide Certificates ol' 3 lE59/01 I E5E.n00 I 12111193 | ,Ottl1t2() DocuSign Envelope lD: A84BFC46-1DC6-4373-9C40-10FF0585A23F Insurance, indicating that Contractor has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects. to City. Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in Contractor's compensation. Contractor shall not allow any subcontractor, consultant, or other agent to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence thereofto City. Verification ofthe required insurance shall be submitted and made part of this Agreement prior to execution. Contractor acknowledges the insurance policy must cover inter-insured suits between City and other Insureds. 4.1 Workers' Compensation. Contractor shall , at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed dircctly or indirectly by Contractor pursuant to the provisions ofthe Califbrnia [,abor Codc. Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOt.t.ARS ($1.000,000.00) per accident, ONE MIt.t.lON DOLLARS (S 1,000,000.00) disease per employee. and ONE MILLION DOLLARS ($1.000.000.00) disease per policy. ln the altemative, Contractor may rely on a sell- insurance program to meet those requircmcnts. but only ifthe program ofsell-insurance complies fully with the provisions ofthe Calilornia l,abor Code. Determination ofwhether a self-insurance program meets the standards ol the Califomia Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Contractor. if a program of sell- insurance is provided, shall waive all rights of subrogation against City and its officers, officials. employees, and authorized volunteers for loss arising from the Services performed under this Agreemcnt. a. Commercial General Liability. Contractor, at its own cost and expense. shall maintain commercial general liability insurance for the term of this Agreement on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than TwO MILLION DOLLARS ($2,000,000.00) per occurrence. Ifa general aggregate limit is used. either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury. including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement. b. Automobile Liability. Contractor. at its own cost and expense, shall maintain automobile liability insurance for the term of this Agreement covering any auto (Code l), or ifContractor has no owned autos. hired (Code 8), and non-owned autos (Code 9), with limit no less than ONE M[t-t.lON DOLLARS (S1,000,000.00) per occurence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO Mll,t,lON DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS (52,000,000.00) products/completed operations aggregate. Ifan Automobile Liability Insurance fbrm or other form with a general aggregate limit is uscd, either the general aggregate limit shall apply separately to the Services to be pertbrmed under this Agreement or the general aggregate limit shall be at least 2E59/03t85E-0001 12775491 I a05/ 13/20 -4- 4.2 Commercial General and Automobile [-iabilitv Insurance. DocuSign Envelope lD: A84BFC46-1DC6-4373-9C40-10FF0585A23F twice the required occurrence limit. Such coverage shall include but shall not be limited to. protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to prope(y resulting lrom the Services contemplated under this Agreement, including the use olhired, owned, and non-owned automobiles. c. Minimum scooe of coverage. Commercial general coverage shall be at least as broad as lnsurance Services Olfice Commercial General Liability occuffence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Otfice Automobile Liability lorm CA 0001 Code 2. 8, and 9. No endorsement shall be attached limiting the coverage. d. Additional requirements. Each ol the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurence or an accident basis, and not on a claims-made basis. b. Any lailure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 DOES NOT APPLY TO CITY OF MENIFEE: F-ISCAL yF.ARZ020l21 ANIMAL FIELD SERVICES 4.4 All Policies Requirements. a. Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests' rating of no less than A:VII and admitted in California. b. Verification of coverase. Prior to beginning the Services under this Agreement, Contractor shall fumish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies ofall policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind (CITY OF MENIFEtr: FISCAL YEAR 2020/21 ANIMAL FIELD SERVICES. The name and address for Additional Insured endorsements. Certificates of Insurance and Notice of Cancellation is: City of Menifee.29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured lor liability arising out of ongoing and completed operations by or on behalf of Contractor.. c Notice of Reduction in or Cancellation of Coverase. Contractor shall provide written notice to City within ten (10) working days ift (l) any olthe required insurancc policies is terminatedt (2) the limits ofany ofthe required polices are reduced; or (3) the deductible or self insured retention is increased. d. Additional insuredl primary insurance City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Contractor, including the insured's general supervision ol Contractor; products and completed operations of 2859r011858-0001 1277t191 1.05/ll/20 -5- DocuSign Envelope lDr A84BFC46-1 DC6-4373-9C40-10FF0585423F A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. Deductibles and Sclt--insurcd Retentions. Contractor shall obtain thc written approval of City for the self-insured retentions and deductibles before beginning any ofthe Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator. Contractor may increase such deductibles or sell- insured retentions with respect to City, its officers, employees. agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or selfl-insured retention Ievels with a requirement that Contractor procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. f. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall fumish separate certificates and certified endorsements lor each subcontractor. All coverages for subcontractors shall be subject to all ofthe requirements stated herein. g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage. scope, Iimits, and forms ofsuch insurance are either not commercially available, or that City's interests are otherwise fully protected. 4.5 Remedies. ln addition to any other remedies at law or equity City may have il Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option. exercise any of thc following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy lor Contractor's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereundcr. or both stop work and withhold any payment. until Contractor demonstrates compliance with the requirements hereol and/or 2EJr0l rESE-000r 12775.191 I a0J/ll/20 6- Contractor. as applicable; premises owned. occupied, or used by Contractor; and automobiles owned, leased, or used by Contractor in the course ol providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue lor one ( I ) year after the expiration or term ination ofth is Agreement or completion ofthe Services. DocuSign Envelope lD: A84BFC46-1DC6-4373-9C40-10FF0585A23F Terminate this Agreement.c SECTION 5. INDEMNIFICATION. -l'o the fullest extent permitted by law. Contractor shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its olficers. employees. officials. volunteers, and agents from and against any and all claims, losses, costs, damages. expenses, liabilities. liens, actions, causes ofaction (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments. fines, or penalties ol any kind (including reasonable consultant and expert fees and expenses ol investigation, costs of whatever kind and nature and, ifContractor fails to provide a delense lor City, the legal costs ofcounsel retained by City) and any judgment, where the same arise out ol', are a consequence of, or are in any way attributable to, in whole or in part. the pcrformance of this Agreement by Contractor or by any individual or entity lor which Contractor is legally liable, including but not Iimited to olficers, agents, employees or subcontractors of Conlraclor. The provisions of this Section 5 do not apply to claims occurring as a result of City's sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its olTicers, oflicials, employees, and agents acting in an olficial capacity. SECTION 6. STATUS OF CONTRACTOR. 6.1 lndependent Contractor. At alltimcs durin g the term ofthis Agreement, Contractor shall be an independent contractor and shall not be an employee of City. City shall have the right to control Contractor only insofar as the results olthe Services rendered pursuant to this Agreement and assignment ofpersonnel pursuant to Subparagraph 1.3; however, otherwise City shallnothave the right to control the means by which Contractor accomplishes the Services rendered pursuant to this Agreement. The personnel perlorming the Services under this Agreement on behall of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees. or agents of City. Contractor shall not incur or have the power to incur any debt, obligation. or liability whatever against City, or bind City in any manner. Except for the fees paid to Contractor as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor lor perlorming the Services hereunder lor City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees. agents, and subcontractors providing services under this Agreement shall not qualify lor or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the Calilomia Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. SECTION7. LEGALREQUIREMENTS. 28t903tEr8-000r 121754931 ,O5tllt20 -7- 7.1 Coveming Law. The laws of the State of California shall govern this Agreement. Docusign Envelope lD A84BFC,|6-1DC6-4373-9C4G10FF0585A23F 7.2 Compliance with A pplicable Laws Contractor and any subcontractor shall comply with all applicable local, state, and l'ederal laws and regulations applicable to the performance ol the work hereunder. Contractor shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations ofthe State of California, will be the minimum paid to all laborers, including Contractor's employee and subcontractors. It is understood that it is the responsibility ofContractor to determine the correct scale. The State Prevailing Wage Rates may be obtained from the Califomia Department of Industriaf Relations ("DIR") pursuant to California Public Utilities Code, Sections 465.466, and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City's request. Contractor shall indemnify. defend, and hold City and its elected and appointed boards, members, olficials, officers. agents, representatives, employees, and volunteers harmless from and against any liability, Ioss, damage, cost or expenses (including but not limited to reasonable attomeys' fees, experl witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by Contractor or any party performing the Services ofany applicable local, state, and/or federal law, including, without limitation, any applicable lederal and/or state labor laws (including. without limitation, the requircment to pay state prevailing wages and hire apprentices); (ii) the implementation ofSection 1781 of the Labor Code, as the same may be amended from time to time, or any other similar lawt and/or (iii) lailure by Contractor or any party performing the Services to provide any requircd disclosure or identification as required by Labor Code Section I 78 I , as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Contractor shall bear all risks ofpayment or non-payment ofprevailing wages under California law and/or the implementation of Labor Code Section I 781 , as the same may be amended lrom time to time, and/or any other similar law. Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Contractor shall require the same ofall subcontractors. 7 -3 Licenses and Permits. Contractor re presents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits. qualifications. and approvals of whatsoever nature that are legally required to practice their respective professions. Contractor represents and warrants to City that Contractor and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. SECTION 8. TE,RMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notifi cation to Contractor. 8-2 l'ermination by Contractor Contractor may canccl this Agreement upon 30 days' written notice to Citv. 2E59.03 I EtE-000 I t2115493 I aotttlt20 -8- DocuSign Envelope lD: A84BFC46-1 DC6,4373,9C40-10FF0585A23F 8.3 Consequences of Termination. In the event of termination, Contractor shall be entitled to compensation lor the Services performed up to the date of'termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or City in connection with this Agreement. 8.4 Extension. Ci ty may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided lor in Subsection l.l. Any such cxtension shall require a written amendmcnt to this Agreement. as provided for hercin. Contractor understands and agrecs that, if City grants such an extension. City shall have no obligation to provide Contractor with compensation beyond the maximum amount provided lor in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor for any otherwise reimbursablc cxpenses incurred during the extension period. 8.5 all the Parties. Amendments. The Parties ma y amend this Agreement only by a writing signed by 8.6 Assiqnment and Subcontractine. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence ofContractor. Contractor may not assign this Agreement or any interest therein without the prior written approval ofthe Contract Administrator. Contractor shall not subcontract any portion ofthe performance contemplated and provided for herein. other than to the subcontractors noted in Contractor's proposal. without prior written approval of the Contract Administrator. In the event that key personnel leave Contractor's employ, Contractor shall notify City immediately. 8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the expiration or termination of this Agreement. 8.8 Options upon Breach by Contractor. lf Contractor materially breaches any ofthe terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following: a. lmmediately terminate this Agreement; b. Retain the plans, specifications, drawings. reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; c. Retain a different Contractor to complete the Services described in Exhibit A; and/or d. Charge Contractor the diflerence between the cost to complete the Services describcd in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 ifContractor had completed the Services. 2859/031858-0001 1277t.19:l I a05/ll/20 9- Docusign Envelope lD A84BFC46-1DC6-4373-9C40-10FF0585A23F SI,CTION 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Contractor hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. lt is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically lor City and are not necessarily suitable lor any future or other use. Any use ofsuch documents for other projects by City shall be without liability to Contractor. City and Contractor agree that. until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parlies without prior written consent of both Parties unless required by law. 9.2 DOES NOT APPLY TO ANIMAL CONI'ROL (FIELD ST,RVICES) 9.3 Contractor's Books and Records. Contractor shall maintain any and all ledgers, books ofaccount, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from thedateoffinal paymentto Contractor under this Agreement. All such records shallbe maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. 9.4 lnspeclion and Audit of Records. An y records or documents that Section 9.3 of this Agreement requires Contractor to maintain shall be made available lor inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. Under Califomia Govemment Code Section 8546.7. ifthe amount ofpublic funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period ofthree (3) years after final payment under this Agreement. SECTION IO.MISCELLANEOUS PROVISIONS. I 0.1 Attomeys' Fees. If either Party to this Agreement brings any action, including an action for declaratory relief. to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attomeys' fees and expenses including costs, in addition to any other relief to which that Party may be cntitled; provided, however, that the attorneys' lees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number ofhours spent by the prevailing Party in the conduct ofthe litigation. 'fhe court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Applicable Lawt Venue. The intemal laws olthe State of Califomia shall govern the interpretation and enforcement oI this Agreement. In the event that either Party brings any 265901tE5E{00t 11175191 I t05t llrl0 - I0- Docusign Envelope lO:AB4BFC46 1DC6 4373 SC40- 10FF0585A23F action against the other under this Agreement, the Panies agree that trial of such action shall be vested exclusively in Riverside County. 10.3 Severability. Ifany provision of this Agrecment is held invalid, the remainder ol this Agreement shall not be aflected thereby and all other parts of this Agreemcnt shall nevertheless be in full lorce and effect. 10.4 Section Headincs and Subheadin ss. 'l'he section headin gs and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.5 No Implied Waiverof Breach. The waiverofany breach ola specific provision ol this Agreement does not constitute a waiver olany other breach ofthat term or any other term of this Agreement. I 0.6 Successors and Assigns. The provisions oflthis Agreement shall inure to the benefit ofand shall apply to and bind the successors and assigns ofthe Parties. 10.7 Contractor Representative. All matters under this Agreement shall be handled for Contractor by Monica Wylie ("Contractor's Representative"). The Contractor's Representative shall have lull authority to represent and act on behalf of Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and lor the satislactory coordination of all portions of the Services under this Agreement. 10.8 Citv Contract Administration. This Agreement shall be administered by a City employee, Molly Binnall, Management Analyst ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Contractor shall not accept direction or orders from any person other than the Contract Administrator or his designee. 10.9 Notices. Any written notice to Contractor shall be sentto: AN IMAI- I:RIt-lNI)S OF'l'l llr VAI-l.tiY ATTN: Monica Wylic 3375 I MISSION I'RAII, wil_DOMAR. CA 92595 Any written notice to City shall be senl to the Contract Administrator at: City of Menifee 29844 Haun Road Menit'ee , CA 92586 Attn: Molly Binnall, Management Analyst 2859/03rE58-0001 1277t491 I a05,ll/20 with a copy to: -il- Docusign Envelope lD: A84BFC46-1DC6-4373-9C40-10FF0585A23F City Clerk City of Menifee 29844 Haun Road Menifee. CA 92586 10.10 DOES NOT APPLY TO CITY OF MENIFEE: FISCAL YEAR2020/21 ANIMAL FIELD SERVICES l0.ll Riehts and Remedies. Exce pt with respect to rights and remedies expressly declared to be exclusive in this Agreement. the rights and remedies ofthe Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same delault or any other default by the other Party. 10.12 Intesration. This Agreement, including the scope ofservices attachcd hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between C ity and Contractor and supersedes all prior negotiations, representations. or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning olthe language used and shall not be construed for or against either Party by reason ofthe authorship of this Agreement or any other rule ofconstruction which might otherwise apply. 10.13 Countemarts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.14 Execution ofContract. The persons executing this Agreement on behalfofeach ofl the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. I 0. I 5 Nondiscrimination. Contractor covenants that, by and for itsell its heirs, executors. assigns, and all persons claiming under or through them, that in the performance oflthis Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, scx, marital status, sexual orientation, national origin, or ancestry. 10.16 No Third Partv Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.17 Nonliability ol'City Ofliccrs and frmployses- No officcr . ol-flc ial, employcc, agcnt. representative, or volunteer of City shall be personally liable to Contractor, or any successor in interest, in the event ofany delault or breach by City or lor any amount which may become due to Contractor or to its successor. or for breach ofany obligation ofthe terms of this Agreement. 127'75493 | zA5/lll2tl -12- Docusign Envelope lD A84BFC46-1DC6 4373-9C40-10FF0585A23F 10.18 No Undue lnfl uence. Contractor declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee olCity in connection with the award. terms or implementation of this Agreement, including any mcthod of cocrcion, confidential financial arrangement. or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Contractor, or from any officer, employee, or agent of Contractor, in connection with the award ofthis Agreement or any work to be conducted as a result of th is Agreement. 10.19 No Benefit to Arise to Citv Emplovees. No member. officer. or em ployee of C ity, or their designees or agents, and no public oflicial who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one ( I ) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. 2E5901I85E-000I 1277J491 1.05/ll/20 -l3- ISignatures on Following Page] DocuSign Envelope lD: A84BFC46-1 DCO 4373,9C40-10FF0585A23F IN WITNESS WHEREOF, the Parties hereto have execured and entered into this Agreement as ofthe Effective Date. CITY OF MENIFE CONTRACTOR Armando G. V C ty Manager T amm I oyd. President Attest onlca ylie. Execulive Director Ci [Note: 2 officer's signatures required if Contractor is a corporation] as to Form: elching, CityJ 2859/03r 858-000r 12175493 | ^O5t13/24 - t4- a\w lnffiilu," DocuSign Envelope lD: A84BFC46 1DC6-4373-9C40-10FF0585423F E,XHIBIT A SCOPE OF SERVICtrS Contractor shall provide comprehensive animal control (Field Services) in the not to exceed amount of TWO HUNDRED TWENTY FM THOUSAND DOLLARS AND ZERO CENTS DOLLARS ($225,000.00) as outlined in the lollowing pages. 2859/01t858-000t 12775.193 I a06r0,1/20 E,Xil[]t'r A Docusign Envelope lD: A848FC46 1DC6 4373-9C40 10FF0585A23F I . Understanding Animal Friends of the Valleys (AFV) is desirous of providing a full range of animal control services to Menifee (City). AFV's purpose is the safeguarding of the health and safety of the population of the City of Menifee and the health and safety of its domestic animals, and for the purpose of promoting the humane treatment of animals and the stimulation of public support for enforcement of the city ordinances relating to animal control. 2. Methodology and Scope of Work (a) Field service assistance. Respond to all calls for field service assistance in accordance with the priority of call policy as described in Exhibit B, attached hereto. The animal control officers will stagger the times and days that they are in the city to give the best coverage for Menifee. The hours of service per week will total a minimum of 80 hours of field service. Assist law enforcement, fire department, and Fish & Game as requested and in extreme situations that arise such as the removal of vicious dogs in drug raids, cock fighting, organized dog fighting, evacuation of animals during disasters, etc. lnvestigate and pursue action on complaints of public nuisances, leash law violations, and barking dog complaints. Hold hearings in compliance with municipal codes regarding public nuisances and potentially dangerous/vicious animals- (b) lmpoundment. lmpound all animals picked up at large and collect such impound fees as may be established from time to time by resolution of the City Council. (c) Proper Care and Treatment. Provide care and treatment to any stray or abandoned animal in accordance with the provision of Penal Code of the State of California 597 .1 , 597e, and 597f. (d) Animal Bites. lnvestigate reported animal bites. AFV may initially receive animal bite reports by telephone, but shall respond in person to all reported bites by dogs, cats or by suspected rabid or wild animals- As part of the investigation, AFV shall take appropriate steps consistent with the circumstances of each separate incident to locate and quarantine the suspected animal(s) and/or assist the complained and/or injured party(ies) to trap the suspected animal(s). AFV shall contact and interview the bite victim (or the victim's parent or guardian in the case of a minor) as part of the bite investigation procedure. Bite reports shall indicate who reported the bite incident. 2859/03r 858-0001 12775493 | ai6l04i20 -2- DocuSign Envelope lD: A84BFC46- 1 DC6-4373'9C40- 10FF0585A23F (e) Quarantine. Quarantine, as prescribed by State Law and Ordinances, all animals suspected to be rabid and/or that have bitten a person or other animal. Animals may be quarantined at home with a mandatory three time visit by an animal control officer or at the shelter in accordance with policy, at the officer discretion. All animals shall receive proper veterinary care and proper nutrition. AFV shall comply with and complete the annual report of local rabies control activities to the county and the state as required for the City. (f) Strav Animal Complaints. lnvestigate and pursue action on complaints and/or reports of potentiaI violations of Municipal Code relating to animals, including unnecessary noise, in accordance with such procedures adopted by the City; respond to requests from the Fire Department and contract law enforcement provider for assistance with animal related situations. (g) Barkinq Doo Complaints. Respond to and process barking dog complaints (public nuisances) in accordance with city ordinance. Hold public nuisance hearings for barking dog complaints that have failed to be abated. (h) Dead Animals. Remove dead animals from the public right-of-way within City limits and from other areas upon request. ln the event that such animal is on a state highway, AFV shall immediately call CALTRANS for the removal of such animal. (i) Trappino. Assist city residents in the removal of domestic or wild animals from privately owned traps within twenty lour (24) hours of being notified. Trapping may not be performed on Friday or Saturday. Assist city residents in the setting of, trapping and removal of domestic and wild animals from public and private property within five (5) days. O Traps. AFV will advise, assist and may set traps and provide a trapping program for an animal at large or a wild animal on public or private property. AFV may provide traps for a rental fee to City residents or City may purchase traps to be used only for city residents. All traps will be available to city residents on a first come, first served basis. AFV shall not be required to stay on the property and monitor the trap unless the Executive Director or the responding Animal Control feels there is a danger to human or the animal's life. (k) Return of lmpounded Animals. AFV encourages the return of any losUstray animal to the rightful owner in the field, subject to the appropriate payment of impound fees. AFV Officers and staff will make every effort to reunite each stray animal to their owner. (t)Licenses for Doqs,Kennels. and Catteries. AFV shall continue to im plement a comprehensive licensing program including conducting dog license inspections. AFV shall issue dog licenses with appropriate proof of rabies vaccinations. AFV -3-2859/0llE5E-0001 t27-15191 I z06t04t20 DocuSagn Envelope lDr A84BFC46-1DC6-4373-9C40-10FF0585A23F shall issue licenses to operale dog kennels and catteries within City, subject to approval of the City for land use and zoning requirements for said facilities, and collect fees in connection therewith. AFV shall provide all forms and tags for such licenses. AFV shall retain one half of the license fees for kennels and catteries. Area-wide canvassing will be conducted as part of the field service activity. Half of the kennel/cattery license fee shall be credited against the cost of the field service contract and reflected on each invoice for services on a monthly basis. All fees collected for dog licenses and penalties shall be accounted for by AFV. These fees will be either credited against the cost of the contract and reflected on each invoice for services on a monthly basis or retained by AFV as part of the flat monthly fee. AFV shall retain a fee based on compensation schedule for each dog license issued. AFV will be responsible for sending out license renewal letters for individual dogs. AFV will be responsible for keeping the license database current for City residents regarding their dog licenses. AFV will be responsible for sending out cattery and kennel license renewals and performing all inspections of the premises. AFV shall verify dog license status when responding to requests for service or when responding to complaints. The Animal Control or Humane Officer, as part of said officer's regular animal control duties will conduct license inspection activities during animal control investigations so as to ascertain the number of unlicensed dogs, to license such dogs and gain compliance with license requirements. AFV will provide a verification system whereby owners can verify the status of their animal's license by telephone. (m)lssuance of Warninq and Citations. AFV will enforce all a ppropriate provisions of the ordinance including the issuance of notices of violations or citations as necessary for violations of the provisions of said ordinance or state law. Such revenue generated would be credited against the cost of the field service contract and reflected on each invoice for services on a monthly basis. AFV personnel are trained to be pro-active when in the field. The Officers are trained to resolve animal related problems on the first attempt. AFV officers receive a minimum of forty (40) hours training annually. A request for service slip will be filled out on each complaint received. lt will indicate: 1 . Date and time the call was received; 2859/031858-0001 12175193 | aibto112A 4- (n) Service to the Public. AFV will provide service to the public on all animal matters consistent with established policies and procedures that promote courteous and efficient service and good public relations. 2. Calleis name, address and phone number; 3. Address in which the complaint is against; 4. Description of the complaint; and 5. Time and officer's name the call was dispatched to The officers complete a daily log. Each call is logged on the daily with the time that they arrived, left the call, and the outcome of the call. The logs are turned in at the end of each shift to the animal control supervisor. The information is available to the City and the public at all times. Service calls are received by the AFV dispatcher. The dispatcher contacts the officer via Nextel radio. The officer prioritizes calls as they are received. Calls will be handled on a priority basis in accordance with Exhibit B. The animal control officers will transport animals in animal control vans or trucks that provide both air conditioning, ventilation and heating to the animal compartments to keep the animals comfortable. The animal control vehicles are equipped with amber lights, spotlights and a beacon for safety. AFV will provide all equipment necessary for the officers in the field including, but not limited to: a. Humane traps (dog, cat, raccoon) b. Snake tongs c. Ketch-alls-6', 5' and 3' d. Tranquilizer rifle e. Pole sydngef. Nets g. Shovels h. Plastic bagsi. Food and water supplies for animals onboardj. Blankets and lowels k. Nextel radios for communication l. Flashlights m. PPE equipment n. Tranquilizer (Anased) o. Sodium Pentobarbital p. Leashes q. Appropriate forms and paperwork r. Carriers After hour calls are received by a local answering service. The calls are then dispatched to the on-call officer. 2859101t858-n00t ll775l9lr I a06/04/20 DocuSign Envelope lD: A84BFC46-1 DC6-4373-9C40-10FF0585A23F -5- Docusign Envelope lD: A84BFC46-1DC6 4373 9C40 10FF0585A23F ln the event that the phone system at the shelter should be inoperable for a period, the calls received from the public will be transferred to and answered by the local answering service and dispatched to the officers. (o.) Respondinq to Crowinq Fowl Complaints. AFV will handle crowing fowl calls as a public nuisance. AFV will handle calls accordingly. (p.) Respondinq to Non-Vector Related Animal Calls. AFV will not provide vector control for rats, mice, etc. AFV will provide information to the public for vector control, bee keeping, etc. AFV will trap and remove skunks, opossums, raccoons, etc. (q.) Potentiallv Danqerous Doq Hearinqs. AFV will notify the dog owne(s) and the public of upcoming potentially dangerous dog hearings. AFV will conduct the hearings and make a determination based on the facts presented at the hearing. AFV will send the Order After Hearing to all participants that attending the hearing. AFV will set the guidelines for the keeping of said animal (if the dog is deemed potentially dangerous). AFV will continue to monitor the situation to ensure the quidelines are being adhered to. lf the guidelines are not adhered to AFV will impound the animal for public safety and petition the courts for a menacing dog hearing to determine the fate of the animal- (r.) Public Nuisance Hearinqs. AFV will notify the pet owner and the public of upcoming public nuisance hearings. AFV will conduct the hearings and will make a determination based on the facts presented at the hearing. AFV will send an Order After Hearing within 10 days to the pet owner and all parties that attended the hearing. (s.) Animal Cruelty / Neqlect Complaints. AFV will respond immediately to all reports of animal cruelty or neglect. AFV will proceed under Penal Code 597 to prosecute all persons found to be abusing/neg lecting animals. AFVwill file all charges and appear in court as necessary to assist the District Attorney in the prosecution. 3. Company and Organization Animal Friends of the Valleys is a non-profit 501(c)3 organization. AFV was formed in 1987 for the purpose of promoting humane care of animals. AFV has been providing animal control and shelter services to the City of Lake Elsinore since October I , 1988. AFV has sheltered the animals for Riverside County Animal Control Services (RCAC) from Corona to the San Diego border since October '1 , 1988. Over the last 32 years, AFV has been awarded the animal control and sheltering contract for the Cities of Canyon Lake, Munieta, and Temecula. ln August 2009 AFV contracted with the City of Wildomar to provide animal control and sheltering for the city's animals. AFV has provided animal control and sheltering for the Pala 2859/03185E-000 t 12715493 L0644/20 -6- DocuSign Envelope lD: A848FC46"1 OC6-4373-9C40, 1 0FF0585423F & Rincon tribal halls. AFV is currently providing animal control and sheltering on an as-needed basis with the Pauma lndian tribal hall. On July 1 , 2010 AFV contracted to provide animal control services to the City of Menifee. AFV has a six-member board of directors. AFV currently employs eighty-eight (88) full and part time dedicated employees. The animal control officers all attend the humane training academy and have all satisfied the requirements prescribed by the Commission on Peace Officer Standards and Training under Penal Code 832. AFV has a proven lrack record with over thirty-two (32) years successful experience in the operation of an animal shelter. Last year AFV cared for over 8,609 dogs and cats in the shelter and served an area population of over 450,000 people. AFV provides animal control services to the cities of Canyon Lake, Lake Elsinore, Menifee, Murrieta, Temecula, and Wildomar. Those services include, but are not limited to, enforcement of ordinances, impounding, quarantining, and isolating animals that have bitten, humane home and shelter euthanasia, licensing animals and providing databases of information about these animals. AFV currently operates two locations. The AFV Low Cost Spay/Neuter Clinic is located at 29001 Bastron Ave. in Lake Elsinore, California approximately 15 miles from the City. The animal shelter is located at 33751 Mission Trail, Wildomar, California. The contracted cities and county receive a direct financial benefit of the nonprofit function of AFV through our humane education, monthly low cost vaccination clinic, low income food giveaway and spay/neuter programs that are offered without additional costs to the cities and county. These programs are funded with donations made by AFV's generous charitable donors and fundraising efforts. AFV maintains a database of information regarding animals and their owners. All information required to license an animal is entered into a fully computerized system that tracks the owner, animal, license and rabies information where it can be easily accessed. Animal control officers and supervisors keep a log of time that is spent on each city's services. The animal control department enters all calls that are received along with the outcome of the calls on the computerized system. All monies are collected and deposited into a local bank with backup paperwork filed. Monthly financial statements are prepared in conformity with generally accepted accounting principles in the United States of America. 2859/01lEtS-000t 12115193 I a06l04t20 -7- DocuSign Envelope lD: A84BFC46-1DC6-4373-9C40-10FF0585A23F Exhibit A Compensation Schedule Field Services: Two designated animal control officers for coverage for the City, eight hours per day each. $65.00 per hour. After hour calls including nights, weekends, and holidays. $97.50 per hour. Administrative costs (such as, but not limited to, hearing officer, attending meetings, compliant resolution, etc.) $65.00 per hour. Two animal control vehicles, fuel, maintenance, etc. $.95 per mile. Pick up of Livestock - $100.00 per head, use of horse trailer - $65.00 per load Licensinq: AFV shall retain $7.00 of each individual dog license sold. AFV shall rclain y2 of all kennel/cattery licenses. Veterinarian Services: Emergency veterinarian services (as needed). Fee to be passed on based on charge from negotiated pricing from veterinarian. ESTIMATED COST: Option 2: A flat month ly charge of $19,500, with AFV retaining all licensing/citations fees collected for the month. This option consists of a total yearly amount $234,000 giving the City a flat amount that can be budgeted for each month. No cost of living increase. 2859/0ltE5E-000t 12115491 L06104/?o -8- AFV estimates animal control services including field services, licensing, and veterinarian services to be estimated at: Option 1: A monthly fee service charge of $32,000 with a credit back for licensing/citations. This will include a 2.5o/o cosl of living increase per year. This option consists of a total year amount $384,000, with an offset of licenses/citations collected in the estimated amount of $150,000, netting estimate cost of $234,000 per year. DocuSign Enveiope lD A84BFC46-1DC6-4373-9C40-10FF0585A23F Exhibit B Priority of Field Services An Animal Control Officer will respond to medical emergencies and other emergencies involving danger to humans within 30 minutes or less during regular service hours, Monday through Friday, 8:00 a.m. - 5:00 p.m. and within 60 minutes or less after regular service hours, on Saturdays and Sundays and holidays. Response time to non-emergency calls will be within 24 hours. Barking dog and public nuisance complaints will be handled within 72 hours. Emergency calls - During regular service hours PRIORITY ONE: To be handled immediately. a. Animals endangering health or safety of the public b. Aggressive stray animals at large c. Animal bites, involving animals at large d. Sheriff, police, fire request for emergency service e. Animal cruelty/neglect complaints PRIORITY TWO: a. Sick or injured stray animals b. Animals in distress c. Humane investigation-life threatening d. Livestock or equine at large PRIORITY THREE: a. Dead animals on public property Emergency calls & after regular service hours - To be handled immediately: a. Animals endangering health or safety of the public b. Sheriff, police, fire request for emergency service c. Aggressive stray animals at large d. Animal bites, involving animals at large e. Sick or injured stray animals f. Animals in distress g. Humane investigations- life threatening Non-emergency calls a. lmpound of confined stray animals b. Quarantine of confined, owned animals c. Quarantine release of biting animals d. Leash law enforcement e. Permit investigations f. Humane investigation- non life threatening g. Public nuisance investigations 28J9,01r 8584001 12115493 I .Abio4t20 9-