DEFENDANTS IN THE PUBLIC WATER SYSTEMS' PORTION OF THE
MULTI -DISTRICT LITIGATION MATTER, IN RE: AQUEOUS FILM - FORMING FOAMS PRODUCT LIABILITY LITIGATION, MDL 2:18-MN- 2873-RMG, RELATING TO PFAS CONTAMINATION OF DRINKING
WATER
WHEREAS, on December 7, 2018, litigation involving the contamination of water and soil by Per- and Polyfluoroalkyl Substances manufactured by various entities was consolidated in the United States District Court of South Carolina as In Re: Aqueous Film -Forming Foams Product Liability Litigation, MDL 2:18-mn-2873-RMG, before the Honorable Richard M. Gergel; and
WHEREAS, settlements have been filed on behalf of manufacturers 3M and The Chemours Company, The Chemours Company FC, LLC, DuPont de Nemours, Inc., Corteva, Inc. and E.I. DuPont de Nemours and Company n/k/a EIDP, Inc. to compensate public water systems, including the City of Bell Gardens, for the contamination and remediation of PFAS.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the CITY OF BELL GARDENS as follows:
SECTION 1. The City Council of the City of Bell Gardens hereby finds that the above recitals are true and correct and incorporated herein by this reference.
SECTION 2. The City Council of the City of Bell Gardens authorizes the City to participate in the proposed Class Action Settlements with: (a) 3M, and (b) The Chemours Company, The Chemours Company FC, LLC, DuPont de Nemours, Inc., Corteva, Inc. and E.I. DuPont de Nemours and Company n/k/a EIDP, Inc. (collectively, the "DuPont Defendants"), in the Public Water Systems' portion of the Multidistrict litigation matter, In Re: Aqueous Film -Forming Foams Product Liability Litigation, MDL 2:18-mn-2873-RMG, relating to PFAS contamination of drinking water (hereinafter, the "MDL").
SECTION 3. The City Council of the City of Bell Gardens authorizes Outside Counsel, after consultation with the City Attorney's Office, to complete all documentation required to participate in the 3M and DuPont Defendants Settlements for the Public Water Systems' portion of the MDL, such as Claims Forms.
Exhibit 1 1252
Resolution No. 2023-107
SECTION 4. The City Council of the City of Bell Gardens authorizes the City Manager or City Manager's designee to, after consultation with the City Attorney's Office: (a) to approve documentation required to participate in the 3M and DuPont Defendants Settlements for the Public Water Systems' portion of the MDL, such as Claims Forms, that are completed as authorized in Section 3; and (b) to execute all releases and agreements necessary to finalize settlement of the Public Water Systems' portion of the MDL with 3M and the DuPont Defendants.
SECTION 5. The City Council of the City of Bell Gardens authorizes the City Attorney and the City's Outside Counsel to: (a) continue litigating the City's claims against the defendants remaining in the Public Water Systems' portion of the MDL; and (b) continue pursuing litigation against any and all defendants, including 3M and the DuPont Defendants, that may be liable for damages to the City that extend beyond the City's drinking water supply.
SECTION 6. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.
PASSED, APPROVED and ADOPTED this 13t" day of November, 2023.
APPROVED AS TO FORM:
THE CITY OF BELL GARDENS
Francis De Leon Sanchez, Mayor
ATTEST:
Stephanie Vasquez Daisy Gomez
City Attorney City Clerk
[Signatures on the following page]
2 of 3
Exhibit 1 1253
Resolution No. 2023-107
City Council Resolution No.
City Clerk of the City of Bell Gardens, hereby CERTIFY that was adopted by the Bell Gardens City Council
at a regular meeting of the City Council held on and was approved and passed by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Daisy Gomez
City Clerk
3of3
Exhibit 1 1254
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
f b.
AGENDAREPORT
Item 22.
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Gustavo Romo, Director of Community Development
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL GARDENS
AUTHORIZING THE SUBMITTAL OF THE THRIVING COMMUNITIES GRANT
APPLICATION TO THE UNITED STATES DEPARTMENT OF TRANSPORTATION DATE: November 13, 2023
RECOMMENDATION:
It is staff's recommendation that the City Council adopt the attached resolution approving submission of a grant application to the US Department of Transportation for the Thriving Communities Program (TCP) to support community -driven economic development, health, environment, mobility, and access goals.
BACKGROUND/DISCUSSION:
Executive Order 13985 of January 20, 2021, established provisions advancing racial equity and support for underserved communities through the federal government to, among other things, allocate federal resources to advance fairness and opportunity, promote equitable delivery of government benefits and equitable opportunities, and engage with members of communities adversely affected by persistent poverty and inequality. The Bell Gardens community profile includes approximately 30 percent (30%) of total households in the extremely low-income category based on the data collected by the American Community Survey (ACS). The region has a long-standing relationship with environmental justice concerns due to the geographical proximity of sensitive uses to industrial activity and major goods movement corridors.
In response to the Executive Order, the US Department of Transportation (DOT) committed funds to expand access and opportunity to all communities to address historic inequities in the transportation system. On April 7, 2023, U.S. Transportation Secretary Pete Buttigieg announced $21.15 million through the first round of funding for the Thriving Communities Program (TCP). The award will support a total of 64 communities in 42 states, including 6 Tribal Nations and Puerto Rico.
This planning, technical assistance, and capacity building support will enable disadvantaged and under-resourced communities to advance a pipeline of transformative infrastructure projects focused on increasing mobility, reducing pollution, and expanding affordable housing and transportation options by connecting communities to resources.
The Thriving Communities Initiative recognizes the power of local communities to drive innovation if they have the tools to succeed. This includes providing direct planning support and access to technical assistance providers available to work directly with community members. Through the Thriving Communities Initiative, a pipeline of community -driven infrastructure projects will be advanced across the country to drive inclusive economic growth, build resiliency, and ensure every place has a chance to thrive, consistent with Land Use Element Policy 1 of the Bell Gardens General Plan to maintain open community and seek input. Thriving Communities funding will help selected communities obtain technical assistance for a variety of tasks — from preparing application materials and 1255
predevelopment activities, to deploying innovative community engagement, workforce development, and clean technology strategies. Council consent must be provided to establish participation in the program and approval is required to allow staff to apply for the grant. Staff recommends that Council direct Staff to submit an application for the Thriving Communities Program. Should the City be awarded grant funding, Staff will bring back a grant acceptance agreement for Council's approval.
CONCLUSION:
Bell Gardens is positioned to undertake projects in the coming months responsive to regional and state goals to facilitate housing production, reduce greenhouse gas (GHG) emissions and vehicle miles traveled (VMTs), and create an equitable and sustainable community resilient to climate change. Already underway is the Environmental Justice Element. The recently certified and adopted Housing and Circulation Elements have initiated required updates to the Zoning Code and other planning documents. The first Bell Gardens transit -oriented community and climate action plan are now funded and anticipated to be completed by Fall 2024. Participation in the TCP will help realize Bell Gardens accomplish its vision for compatible, stable, and vital long-term development and equitable economic growth and support is justified for consent to apply for the grant.
FISCAL IMPACT:
No funding appropriations would be required, and staff time expended in efforts to locate and apply for project funding is already considered in the current budget. The program provides two years of no -cost intensive technical assistance to under-resourced and disadvantaged communities to help identify, develop, and deliver transportation projects that strengthen communities.
ATTACHMENTS:
Exhibit 1 - Resolution No. 2023-108
Exhibit 2 - 2021-01753 Executive Order
Exhibit 3 - 2023-TCP Overview Fact Sheet
APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 1256
RESOLUTION NO. 2023-108
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL
GARDENS AUTHORIZING THE SUBMITTAL OF THE THRIVING
COMMUNITIES GRANT APPLICATION TO THE UNITED STATES
DEPARTMENT OF TRANSPORTATION
WHEREAS, Executive Order 13985 of January 20, 2021, established provisions advancing racial equity and support for underserved communities; WHEREAS, on April 7, 2023, U.S. Transportation Secretary Pete Buttigieg, announced $21.15 million in funding through the first round of funding for the Thriving Communities Program;
WHEREAS, participation in the Thriving Communities Initiative, a pipeline of community -driven infrastructure projects will be advanced across the country to drive inclusive economic growth, build resiliency, and ensure every place has a chance to thrive is consistent with Land Use Element Policy 1 of the Bell Gardens General Plan to maintain open community and seek input; and
WHEREAS, City staff is requesting authorization to apply for the US Department of Transportation's Thriving Communities Program grant and recommends the City Council delegate authority to the City Manager or authorized representative to conduct all negotiations and sign and submit documents that may be necessary for the participation in the program.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:
SECTION 1. The recitals set forth above are true and correct and are hereby incorporated by reference in full herein.
SECTION 2. The City of Bell Gardens authorizes the submission of a Thriving Communities Program application to the US Department of Transportation.
SECTION 3. The City Manager of the City of Bell Gardens is authorized to execute any program participation applications, on behalf of the City of Bell Gardens, including any additional documents needed to satisfy the Thriving Communities Program's application requirements.
SECTION 4. The provisions of this Resolution are severable. If any provision, clause, sentence, word, or part thereof is found to be illegal, invalid, unconstitutional, or inapplicable to any person or circumstances, such illegality, invalidity, unconstitutionality, or inapplicability shall not affect or impact any of the remaining provisions, clauses, sentences, sections, words, or parts thereof the Resolution or their applicability to other persons or circumstances.
1 of 3
Exhibit 1 1257
Resolution No. 2023-108
SECTION 5. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter into the book of original resolutions, and it shall become effective immediately upon its approval.
PASSED, APPROVED and ADOPTED this 13t" day of November 2023.
APPROVED AS TO FORM:
Stephanie Vasquez
City Attorney
THE CITY OF BELL GARDENS
Francis De Leon Sanchez, Mayor
ATTEST:
Daisy Gomez
City Clerk
Exhibit 1 2 pJA
Resolution No. 2023-108
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on and was approved and passed by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Daisy Gomez
City Clerk
Exhibit 1 3 p259
Federal Register/Vol. 86, No. 14 / Monday, January 25, 2021 / Presidential Documents 7009 Presidential Documents
Executive Order 13985 of January 20, 2021
Advancing Racial Equity and Support for Underserved Com- munities Through the Federal Government
By the authority vested in me as President by the Constitution and the laws of the United States of America, it is hereby ordered:
Section 1. Policy. Equal opportunity is the bedrock of American democracy, and our diversity is one of our country's greatest strengths. But for too many, the American Dream remains out of reach. Entrenched disparities in our laws and public policies, and in our public and private institutions, have often denied that equal opportunity to individuals and communities.
Our country faces converging economic, health, and climate crises that have exposed and exacerbated inequities, while a historic movement for justice has highlighted the unbearable human costs of systemic racism. Our Nation deserves an ambitious whole -of -government equity agenda that matches the scale of the opportunities and challenges that we face.
It is therefore the policy of my Administration that the Federal Government should pursue a comprehensive approach to advancing equity for all, includ- ing people of color and others who have been historically underserved, marginalized, and adversely affected by persistent poverty and inequality.
Affirmatively advancing equity, civil rights, racial justice, and equal oppor- tunity is the responsibility of the whole of our Government. Because advanc- ing equity requires a systematic approach to embedding fairness in decision - making processes, executive departments and agencies (agencies) must recog- nize and work to redress inequities in their policies and programs that serve as barriers to equal opportunity.
By advancing equity across the Federal Government, we can create opportuni- ties for the improvement of communities that have been historically under - served, which benefits everyone. For example, an analysis shows that closing racial gaps in wages, housing credit, lending opportunities, and access to higher education would amount to an additional $5 trillion in gross domestic product in the American economy over the next 5 years. The Federal Govern- ment's goal in advancing equity is to provide everyone with the opportunity to reach their full potential. Consistent with these aims, each agency must assess whether, and to what extent, its programs and policies perpetuate systemic barriers to opportunities and benefits for people of color and other underserved groups. Such assessments will better equip agencies to develop policies and programs that deliver resources and benefits equitably to all.
Sec. 2. Definitions. For purposes of this order: (a) The term "equity" means the consistent and systematic fair, just, and impartial treatment of all individ- uals, including individuals who belong to underserved communities that have been denied such treatment, such as Black, Latino, and Indigenous and Native American persons, Asian Americans and Pacific Islanders and other persons of color; members of religious minorities; lesbian, gay, bisexual, transgender, and queer (LGBTQ+) persons; persons with disabilities; persons who live in rural areas; and persons otherwise adversely affected by persistent poverty or inequality.
(b) The term "underserved communities" refers to populations sharing a particular characteristic, as well as geographic communities, that have been systematically denied a full opportunity to participate in aspects of economic, social, and civic life, as exemplified by the list in the preceding definition of "equity."
Exhibit 2 1260
7010 Federal Register/Vol. 86, No. 14 / Monday, January 25, 2021 / Presidential Documents Sec. 3. Role of the Domestic Policy Council. The role of the White House Domestic Policy Council (DPC) is to coordinate the formulation and imple- mentation of my Administration's domestic policy objectives. Consistent with this role, the DPC will coordinate efforts to embed equity principles, policies, and approaches across the Federal Government. This will include efforts to remove systemic barriers to and provide equal access to opportuni- ties and benefits, identify communities the Federal Government has under - served, and develop policies designed to advance equity for those commu- nities. The DPC-led interagency process will ensure that these efforts are made in coordination with the directors of the National Security Council and the National Economic Council.
Sec. 4. Identifying Methods to Assess Equity. (a) The Director of the Office of Management and Budget (OMB) shall, in partnership with the heads of agencies, study methods for assessing whether agency policies and actions create or exacerbate barriers to full and equal participation by all eligible individuals. The study should aim to identify the best methods, consistent with applicable law, to assist agencies in assessing equity with respect to race, ethnicity, religion, income, geography, gender identity, sexual orienta- tion, and disability.
(b) As part of this study, the Director of OMB shall consider whether to recommend that agencies employ pilot programs to test model assessment tools and assist agencies in doing so.
(c) Within 6 months of the date of this order, the Director of OMB shall deliver a report to the President describing the best practices identified by the study and, as appropriate, recommending approaches to expand use of those methods across the Federal Government.
Sec. 5. Conducting an Equity Assessment in Federal Agencies. The head of each agency, or designee, shall, in consultation with the Director of OMB, select certain of the agency's programs and policies for a review that will assess whether underserved communities and their members face systemic barriers in accessing benefits and opportunities available pursuant to those policies and programs. The head of each agency, or designee, shall conduct such review and within 200 days of the date of this order provide a report to the Assistant to the President for Domestic Policy (APDP) reflecting findings on the following:
(a) Potential barriers that underserved communities and individuals may face to enrollment in and access to benefits and services in Federal programs; (b) Potential barriers that underserved communities and individuals may face in taking advantage of agency procurement and contracting opportuni- ties;
(c) Whether new policies, regulations, or guidance documents may be necessary to advance equity in agency actions and programs; and (d) The operational status and level of institutional resources available to offices or divisions within the agency that are responsible for advancing civil rights or whose mandates specifically include serving underrepresented or disadvantaged communities.
Sec. 6. Allocating Federal Resources to Advance Fairness and Opportunity.
The Federal Government should, consistent with applicable law, allocate resources to address the historic failure to invest sufficiently, justly, and equally in underserved communities, as well as individuals from those communities. To this end:
(a) The Director of OMB shall identify opportunities to promote equity in the budget that the President submits to the Congress. (b) The Director of OMB shall, in coordination with the heads of agencies, study strategies, consistent with applicable law, for allocating Federal re- sources in a manner that increases investment in underserved communities, as well as individuals from those communities. The Director of OMB shall report the findings of this study to the President.
Exhibit 2 1261
Federal Register/Vol. 86, No. 14 / Monday, January 25, 2021 / Presidential Documents 7011 Sec. 7. Promoting Equitable Delivery of Government Benefits and Equitable Opportunities. Government programs are designed to serve all eligible indi- viduals. And Government contracting and procurement opportunities should be available on an equal basis to all eligible providers of goods and services.
To meet these objectives and to enhance compliance with existing civil rights laws:
(a) Within 1 year of the date of this order, the head of each agency shall consult with the APDP and the Director of OMB to produce a plan for addressing:
(i) any barriers to full and equal participation in programs identified pursuant to section 5(a) of this order; and
(ii) any barriers to full and equal participation in agency procurement and contracting opportunities identified pursuant to section 5(b) of this order.
(b) The Administrator of the U.S. Digital Service, the United States Chief Technology Officer, the Chief Information Officer of the United States, and the heads of other agencies, or their designees, shall take necessary actions, consistent with applicable law, to support agencies in developing such plans.
Sec. 8. Engagement with Members of Underserved Communities. In carrying out this order, agencies shall consult with members of communities that have been historically underrepresented in the Federal Government and underserved by, or subject to discrimination in, Federal policies and pro- grams. The head of each agency shall evaluate opportunities, consistent with applicable law, to increase coordination, communication, and engage- ment with community -based organizations and civil rights organizations.
Sec. 9. Establishing an Equitable Data Working Group. Many Federal datasets are not disaggregated by race, ethnicity, gender, disability, income, veteran status, or other key demographic variables. This lack of data has cascading effects and impedes efforts to measure and advance equity. A first step to promoting equity in Government action is to gather the data necessary to inform that effort.
(a) Establishment. There is hereby established an Interagency Working Group on Equitable Data (Data Working Group).
(b) Membership.
(i) The Chief Statistician of the United States and the United States Chief Technology Officer shall serve as Co -Chairs of the Data Working Group and coordinate its work. The Data Working Group shall include representa- tives of agencies as determined by the Co -Chairs to be necessary to com- plete the work of the Data Working Group, but at a minimum shall include the following officials, or their designees:
(A) the Director of OMB;
(B) the Secretary of Commerce, through the Director of the U.S. Census Bureau;
(C) the Chair of the Council of Economic Advisers;
(D) the Chief Information Officer of the United States; (E) the Secretary of the Treasury, through the Assistant Secretary of the Treasury for Tax Policy;
(F) the Chief Data Scientist of the United States; and
(G) the Administrator of the U.S. Digital Service.
(ii) The DPC shall work closely with the Co -Chairs of the Data Working Group and assist in the Data Working Group's interagency coordination functions.
(iii) The Data Working Group shall consult with agencies to facilitate the sharing of information and best practices, consistent with applicable law.
(c) Functions. The Data Working Group shall:
Exhibit 2 1262
7012 Federal Register/Vol. 86, No. 14 / Monday, January 25, 2021 / Presidential Documents (i) through consultation with agencies, study and provide recommendations to the APDP identifying inadequacies in existing Federal data collection programs, policies, and infrastructure across agencies, and strategies for addressing any deficiencies identified; and
(ii) support agencies in implementing actions, consistent with applicable law and privacy interests, that expand and refine the data available to the Federal Government to measure equity and capture the diversity of the American people.
(d) OMB shall provide administrative support for the Data Working Group, consistent with applicable law.
Sec. 10. Revocation. (a) Executive Order 13950 of September 22, 2020 (Com- bating Race and Sex Stereotyping), is hereby revoked.
(b) The heads of agencies covered by Executive Order 13950 shall review and identify proposed and existing agency actions related to or arising from Executive Order 13950. The head of each agency shall, within 60 days of the date of this order, consider suspending, revising, or rescinding any such actions, including all agency actions to terminate or restrict con- tracts or grants pursuant to Executive Order 13950, as appropriate and consistent with applicable law.
(c) Executive Order 13958 of November 2, 2020 (Establishing the President's Advisory 1776 Commission), is hereby revoked.
Sec. 11. General Provisions. (a) Nothing in this order shall be construed to impair or otherwise affect:
(i) the authority granted by law to an executive department or agency, or the head thereof; or
(ii) the functions of the Director of the Office of Management and Budget relating to budgetary, administrative, or legislative proposals. (b) This order shall be implemented consistent with applicable law and subject to the availability of appropriations.
(c) Independent agencies are strongly encouraged to comply with the provisions of this order.
Exhibit 2 1263
Federal Register/Vol. 86, No. 14 / Monday, January 25, 2021 / Presidential Documents 7013 (d) This order is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.
THE WHITE HOUSE,
January 20, 2021.
[FR Dec. 2021-01753
Filed 1-22-21; 11:15 am]
Billing code 3295—F1—P
Exhibit 2 1264
,����ati� �i�U!���11�1�1111�� IIIIIuu�Voi.
BUILD A,MERICA BUREAU
`�tA7E5 Off' �
Thriving Communities Program
Guiding Transportation Projects from Concept to Completion What is the Thriviiig C;ommuri ies Pr-ogr-am?
The Bi.p2.rt.isa.r7 lnfrastru.ct.u.re_Law (also known as the Infrastructure Investment and Jobs Act) provides the United States Department of Transportation (DOT) with historic funding to transform the country's transportation systems, making them safer, more equitable, and accessible for all. DOT's Thriving Communities Program (TCP) recognizes that some communities lack the staffing, resources, or technical expertise to scope, fund, and develop infrastructure projects that advance broader community goals.
TCP funds organizations to provide technical assistance, planning, and capacity building support to disadvantaged and under-resourced communities, enabling them to advance transportation projects that support community -driven economic development, health, environment, mobility, and access goals.
Three Opts its to apply
For The Thriving Communities National Program (TC P-N) DOT is seeking applications from teams that want to 1provide technical assistance, planning, and capacity building support to coinnimunfirties across'the country.
This is a teaming opportunity for non-profit organizations, philanthropic entities, and other partners, including academic institutions or private sector organizations, with demonstrated experience developing and providing technical assistance, planning, and capacity building to a range of communities located across multiple states and regions (including Tribal nations and U.S. territories). The TCP-N will support selected communities over a three-year period, including two years of deep -dive technical
assistance and a final year focused on program
evaluation, reporting, and transition activities.
Selected applicants will receive $4-5 million over
three years to provide targeted technical
assistance, planning, and capacity building support
and peer learning opportunities to a set of
communities located across the country and
selected by DOT. Support will be provided based on
scopes of work designed with each individual
community.
Interested? View the FY 2023 TCP
_Notic _ f.Fua ding_ tata ���a�p.� _( .� �. Applications must be submitted via Grants.gov by 4:59 p.m. ET on November 28, 2023.
Exhibit 3 1265
2. For the Thriving Communities Regional Program (TCP-R) DOT is seeking applications from Stag, Tribal, or Regional organizations that want to 1piroviide technical assistance, planning, and capacity building support to comimunirties ithiin 'theiir state, Tribe, or region.
This opportunity is for state governments and their agencies; Indian Tribes; governmental planning, economic development, or transportation organizations working at the regional or metropolitan level; and regional, Tribal, or statewide planning non-profit organizations.
Selected applicants will receive $1-2 million over three years to provide technical assistance, planning, and capacity building support and peer learning opportunities to communities located within their own jurisdiction or service area and selected by the applicant.
Interested? p_ _.. h._._I .Y 2923._T N_ _E .. Applications must be submitted via Grants.gov by 4:59 p.m. ET on November 28, 2023.
3. Comimunit appfiicaints that want to ireceiive technical assistance, planning, and capacity building support to advance transformative transportation projects.
This opportunity is for local or state governments, Indian Tribes, U.S. territories, metropolitan planning organizations, transit agencies, regional planning organizations, and other political subdivisions of state or local governments (e.g., rural planning transportation organizations, economic development authorities, public health departments, etc.). Applicants are required to identify at least two additional community partners that will assist with implementation activities and community engagement to help ensure the community has a clear voice in the transportation projects affecting them.
Selected recipients will receive two years of individualized deep -dive technical assistance, planning, and capacity building support, which will include subgrants from TCP-N Capacity Builders, to address their community's unique challenges to advance transportation projects and coordinate these investments with housing, land use, economic development, and other community goals. Additionally, recipients will receive three years of support as part of a Community of Practice, an opportunity to engage peer to peer learning with other communities working to address similar types of projects and challenges.
Interested? View the FY 2023 TCP Call for Letters of Interest. LON must be submitted via 0OT .....................
,b.f ,Lr0. by 4:59 p.m. ET on November 15, 2023.
Learn More About the TC P
Visit_th.e_Th.ri�r.%Y7.g._C .M211iti.e.s_Prp ram we site. to find more information, including.[-.ELq.ue.r7tl.y_Asl<ed :ue.stions about the program, and to register for or view webinar materials.
Questions? Contact us at.IhLimp.a u mu.nit.i s.. _d .�., y...or (202) 366-7738.
THRIVING
.............
COMMUNITIES
Exhibit 3 1266
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
f b.
AGENDAREPORT
Item 23.
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Hailes Soto, Assistant to the City Manager
SUBJECT: CITY MOBILE APP NAME CONTEST RESULTS
DATE: November 13, 2023
RECOMMENDATION:
It is staff's recommendation that the City Council select a name for the new City Mobile app.
BACKGROUND/DISCUSSION:
On September 25, 2023, the City Council adopted Resolution No. 79 authorizing the City Manager to execute a Professional Services Agreement with GOGov for the City mobile app. The City mobile app will allow residents to report issues to city departments by writing a description, submitting photos, and sending a location that is easily pinpointed on a map such as Google Maps.
The City Council asked that a contest new City mobile app names be submitted online. The City mobile app name submissions contest opened from October 16 to October 30, 2023 via a SurveyMonkey link. The contest was advertised on the City website, on banners with a QR code, flyers and on social media including Instagram, Facebook, X and Threads. A total of 26 unique app names with a brief explanation why they suggested the name for the new Bell Gardens mobile app were submitted by Bell Gardens residents. The voting period was open from October 31 to November 8, 2023 for respondents to choose up to three names for the new City mobile app via a SurveyMonkey link. A total of 168 responses were received by the deadline of November 8th. It took an average of 36 seconds for people to complete the entire survey.
The top three vote getting choices are now presented to the City Council for consideration at the Monday, November 13th City Council meeting.
• BG Connect ranked first and received 58 votes equating to 34.52% of the 168 respondents. The submitter indicated that "its connecting BG residents to valuable information and resources." • La Flor ranked second and received 47 votes equating to 27.98% of the 168 respondents. The submitter indicated that "La Flor de Bell Gardens is an app you can pick from the garden and carry it with you everywhere you go."
• BG Civica ranked third and received 43 votes equating to 25.60% of the 168 respondents. The submitter indicated that "Civica means "civic" in Spanish and it's relating to a city or town and everything about it." It was announced throughout the promotional phase of the City mobile app name contest that the selected name will receive a $100 gift card and the two runner ups will receive a $50 gift card each. 1267
CONCLUSION:
The City of Bell Gardens will launch a new mobile app soon. Prior to the launch, the City mobile app name will need to be selected by the City Council. The new City mobile app will be available free on the Apple App Store and Google Play Store.
FISCAL IMPACT:
The winner will receive a $100 gift card and the two runner-ups will receive a $50 gift card each, all donated by OMLO LLP.
ATTACHMENTS:
Exhibit 1 - City Mobile App Name Contest Final Results
APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 1268
Choose up to 3 names for the new Bell Gardens mobile app! / i Elija hasta 3 nombres para la nueva aplicacion movil de la ciudad de Bell Gardens!
Q1 Choose up to three (3) names for the new Bell Gardens mobile app.
The app names appear in bold and red text and the explanation is in italic. / Elija hasta tres (3) nombres para la nueva aplicacion movil de la ciudad de Bell Gardens. Los nombres de las aplicaciones aparecen en rojo y la explicacion esta en cursiva.
Its connecti...
La Flor - La
Civica means...
Bigger Bette...
BG Linked?
MY BG- „IIIIII
makes it fee...
Bell Gardens
The BG
Community Hu...
BG App - City
of Bell Gard...
BGMA! -I
think it wou...
City of Bell
Gardens - I...
El Pueblo -
"El Pueblo" ...
Exhibit 1 1269
1/3
Choose up to 3 names for the new Bell Gardens rnnbi|e app! / iElij a hasta 3 nnnnbres para I nueva ap|icacihnnnhvi|de|aciudad deBell Gardens!
Bell Gardens
Connection '—
os Something
d simple and e.'
os
oo�o� �|� � — �
osHome ofthe
Lancers W' �
os0uick
Po,quooa al. —
Bell Gardens
Beat (No... �
osCity Help
Itexplains...�
B.s.Hub City
h ^uyonow o— �
G«dm,a Para
pouo,aabo,—
MomioTap
(No oxpianat—
Exhibit 1 1270
2/3
Choose up to 3 names for the new Bell Gardens mobile app! / i Elija hasta 3 nombres para la nueva aplicacion movil de la ciudad de Bell Gardens!
ANSWER CHOICES
RESPONSES
BG Connect - Its connecting BG residents to valuable information and resources.
34.52%
58 La Flor - La Flor de Bell Gardens is an app you can pick from the garden and carry it with you everywhere you go.
27.98%
47 BG Civica - Civica means "civic" in Spanish and it's relating to a city or town and everything about it.
25.60%
43 BBC BG / Bigger Better Community, Bell Gardens - We're a big community growing each day.
23.81%
40 BG Linked - (No explanation provided)
11.90%
20 My BG - It makes it feel like community / It's simple and catchy.
8.93%
15 Bell Gardens Connect - I believe the app will be able to connect people with city events, ordinances, special
8.33%
14 announcements, etc. / I think "Bell Gardens Connect" is a good fit because it captures the essence of the app's purpose, which is to connect the community of Bell Gardens and facilitate communication for non -emergency services, questions, and concerns. It has a catchy and memorable ring to it.
The BG Community Hub - The app will be used as a hub for the community of BG and we are the hub of progress so I
7.74%
13 feel the name will be appropriate.
My Bell Gardens - Because I live in the area.
7.74%
13 Better Bell Gardens - The app will help to improve our city and what better name than one that encapsulates its
7.74%
13 progress and growth... Better Bell Gardens.
BGRCS - BGRCS stands for Bell Gardens Recreational and Community Services.
5.95%
10 BG Portal - Because it is the portal to all things BG.
4.76%
8 BG App - City of Bell Gardens proud resident.
4.76%
8 BGMA! - I think it would be easier to look up! (BGMA) which is Bell Gardens Mobile App.
4.17%
7 City of Bell Gardens - I picked this name because it short and it cuts to the purpose of the name.
3.57%
6 El Pueblo - "El Pueblo" is an excellent choice for the name of an app aimed at a Latino community. It's easy to
2.98%
5 remember, directly translating to "The Town" or "The People" in Spanish, conveying a sense of unity and community.
Additionally, it has a cultural and inclusive feel, which is ideal for an app that serves the Latino community.
Bell Gardens Connection - (No explanation provided)
2.98%
5 BG - Something simple and easy to find for all residents.
2.38%
4 BG B.U.I.L.D.S. - BG Beautify Unite Improve Lead Dream Succeed
1.79%
3 BG Home of the Lancers - We are all one city.
1.19%
2 BG Quick - Porque es algo rapido en donde puedes encontrar las respuestas a las preguntas que tengas de la Ciudad o
1.19%
2 encontrar algo nuevo.
Bell Gardens Beat - (No explanation provided)
1.19%
2 BG City Help - It explains what's the purpose of the app in the name.
0.60%
1 B.G. Hub City - Anyone who knows Bell Gardens know it by "B.G." And we are the Hub city.
0.60%
1 Gardens - Para poder saber que es de nuestra Ciudad.
0.00%
0 Mobile Tap - (No explanation provided)
0.00%
0 Total Respondents: 168
Exhibit 1 1271
3/3
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
f b.
AGENDAREPORT
Item 24.
TO: Honorable Mayor and City Council Members
FROM: Michael O'Kelly, City Manager
BY: Daisy Gomez, City Clerk
SUBJECT: LOCAL COMMISSIONS APPOINTMENT LIST
DATE: November 13, 2023
RECOMMENDATION:
It is staff's recommendation that the City Council review the Commissions Appointments List and by motion, remove commissioners and/or make appointments to the posted vacancies.
BACKGROUND/DISCUSSION:
The Local Appointments List includes all Bell Gardens Commissions and Commissioners. The City Council adopted Ordinance No. 825 on July 13, 2009 establishing minimum requirements for service on commissions. All Commissioners must reside within the City of Bell Gardens and may only serve on one Commission at a time. Once appointed, each Commissioner must adhere to the requirements of the City's Conflict of Interest Code and state - mandated AB 1234 ethics training and AB 1661 harassment training.
Ordinance No. 825 allows each Council Member to remove or appoint one candidate per Commission, subject to the approval of the Council majority. Appointed Commission Members serve terms that coincide with the term of the Council Member who made the appointment.
CONCLUSION:
After an appointment is made, Commission members will receive their Oath of Office before beginning service with their respective Commission at the next regularly scheduled Commission meeting. The City Clerk's Office will arrange for the proper filing of Conflict of Interest Code forms and schedule trainings for AB 1234 and AB 1661.
FISCAL IMPACT:
No fiscal impact.
ATTACHMENTS:
Exhibit 1 - Commissioner Roster
Exhibit 2 - Notice of Vacancies
APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 1272
CITY OF BELL GARDENS
ROSTER OF CITY COMMISSIONS
Updated 10/24/2023
NAME
APPOINTED BY APPOINTMENT DATE
N1141
Grin" WX11.131XI'm
Kristina Paulo
Barcena
1/9/2023
Miguel Flores
Chavez
3/22/2021
Andrew Leon
Pulido
2/27/2023
Armando Barcena
Barcena
1/9/2023
Miguel De La Rosa
Chavez
1/11/2021
Gustavo Mendez
Gomez
8/28/2023
Oscar Boado
De Leon Sanchez
9/11/2023
r�tI4,,,,,,,,,;;;;;;;,,,,,,,,,,,,,,,,,,,,,,,;;;;;;;;,,,,,,,,,,,,,,,,,,,,,,,,,; Isabel Duron
Barcena
1/9/2023
Tiara Solorzano
Chavez
1/25/2021
Katelynn Cabrera
Gomez
10/23/2023
Cecilia Diaz -Jimenez
De Leon Sanchez
1/23/2023
Cindy Alvarado
Pulido
2/27/2023
Ana Maria Sanchez Flores
Barcena
1/9/2023
Diana Rivera
Chavez
1/9/2023
/ia oi�%�DOOOOOOOOOOOOO�OOOOOOOOOOOOOO��O�:.
��o,i o i00000000000000000000000000000i.:
Stephanie Perez
De Leon Sanchez
1/23/2023
David Heredia
Barcena
1/9/2023
Carlos Jose Barrera
Chavez
1/11/2021
Raul Velasco
Gomez
10/9/2023
Hugo Alvarado
De Leon Sanchez
1/9/2023
Jayson Gavilanes
Pulido
1/11/2021
1FB�t3 1273
C iiy of B e11G amens
NOTICE OFCOMMISSION
VAC AN C IF S
The C IyC ouncilis saEkhg app]bat has forthe fo]bw hg vacanc:L-s:
APPOINTED NOTICE APPOINTMENT DATE
POSTEDNAME
I BY I
EDUCATION COMMISSION
Kristina Paulo
Barcena
1/09/2023
VACANT
Gomez 7/5/2023
Andrew Leon
Pulido
02/27/2023
Miguel Flores
Chavez
3/22/2021
VACANT
Sanchez 8/30/2023
PLANNING COMMISSION
Armando Barcena
Barcena
1/09/2023
Gustavo Mendez
Gomez
8/28/2023
Vacant
Pulido 10/10/2023
Miguel De La Rosa
Chavez
1/11/2021
Oscar Boado
Sanchez
9/11/2023
RECREATION, CULTURAL AND YOUTH COMMISSION
Isabel Duron
Barcena
1/09/2023
Katelynn Cabrera
Gomez 10/24/2023
10/23/2023
Cindy Alvarado
Pulido
2/27/2023
Tiara Solorzano
Chavez
1/25/2021
Cecilia Diaz -Jimenez
Sanchez
1/23/2023
SENIOR CITIZEN COMMISSION
Ana M Sanchez Flores
Barcena
1/09/2023
VACANT
Gomez 7/5/2023
VACANT
Pulido 12/17/2020
Diana Rivera
Chavez
1/09/2023
Stephanie Perez
Sanchez
1/23/2023
TRAFFIC AND SAFETY COMMISSION
David Heredia
Barcena
1/09/2023
Raul Velasco
Gomez
10/09/2023
Jayson Gavilanes
Pulido
1/11/2021
Carlos Jose Barrera
Chavez
1/11/2021
Hugo Alvarado
Sanchez
1/09/2023
Applicants must be residents of the City. No person previously convicted of a felony in this state or elsewhere shall be permitted to serve on any City Commission. Before assuming the duties of a commissioner, each person appointed shall take and file with the City Clerk the same constitutional oath of office required of members of the city council. Any member of a commission shall be deemed to have resigned from the commission, and his or her office as a member of the commission shall automatically vacated, in the event, the member ceases to be a resident of the City or is convicted of a felony. (Bell Gardens Municipal Code Sections 2.68.030, 2.28.030, 2.22.030, 2.35.030) Applications may be obtained from the City Clerk's Office: 7100 Garfield Ave, Bell Gardens, CA 90201.
Applications will be accepted in the City Clerk's Office on a continuous basis until an appointment is made.
Please call the City Clerk's Office at (562) 806-7705 for more information.
T
Daisy Gomez
City Clerk
Updated: 10/24/2023
Exhibit 2 1274
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
AGENDA REPORT
Item 25.
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Elizabeth Nava, Director of Recreation and Community Services SUBJECT: BELL GARDENS CAT SPAYAND NEUTER PROGRAM
DATE: November 13, 2023
RECOMMENDATION:
It is staff's recommendation that the City Council:
1. Adopt a Resolution establishing a cat spay and neuter program and authorize the City Manager to execute Professional Services Agreements for a cat spay and neuter program, subject to City Attorney approval as to form, with Contractor; and
2. Appropriate $20,000 per fiscal year for a cat spay and neuter program.
BACKGROUND/DISCUSSION:
Bell Gardens currently partners with Vet Care Pet Clinic ("Vet Care") to offer residents and members of the surrounding community with a low-cost mobile pet vaccine clinic. Vet Care comes to Veterans Park on the third Saturday of every month and provides vaccination packages, physical exams, prescription flea control, fecal exams and diagnostic testing. Additionally, Vet Care will refer residents who have a pet that needs to be spayed or neutered to their clinic in the City of Garden Grove. The current wait list for a spay or neuter is up to six (6) months.
Residents recently expressed their concern regarding the long wait times and travel to the Garden Grove Clinic.
There are also residents who will take it upon themselves to catch feral cats and take them to be spayed or neuter.
This helps with reducing the feral cat population in the City, however it can be costly to the resident. To address these concerns, the Recreation and Community Services Department are proposing a cat only spay and neuter program to help cover up to one hundred fifty dollars ($150) towards a cat spay or neuter for eligible Bell Gardens residents.
There are currently no veterinary clinics in the City of Bell Gardens. As a result, staff reached out to veterinarian hospitals and clinics in neighboring communities to see if anyone would be interested in partnering with the City on this program. We received interest from several hospitals and staff recommends partnering with the three clinics who had the best customer ratings. The participating clinics include:
After Hours Animal Hospital, 11266 Firestone Blvd., Norwalk, CA90650 SNC Veterinary, Inc., 12852 Pioneer Blvd., Norwalk, CA90650 Norwalk Animal Hospital, 11834 Firestone Blvd., Norwalk, CA 90650 Program Details
The Recreation and Community Services Department's purpose for the Cat Spay and Neuter Program is to provide low-income residents with a voucher for one -hundred fifty dollars ($150) to go towards the spay or neuter of a cat.
The recommended program budget is twenty thousand dollars ($20,000) per fiscal year. Staff will provide vouchers 1275
until funds are expended and will not exceed $20,000. Staff is proposing the following program details:
• The Program is for low-income residents only. Interested residents will be required to submit an application and provide proof of residency and income. (Staff will utilize the same income limit requirements that we currently use for other programs we provide, such as the rental and utility assistance programs which are set by the County's Area Median Limits).
• A letter will be given to qualified residents which they can present to one (1) of the approved vet clinics. • The resident will be responsible for making their own appointment with the vet clinic (however, staff is available to assist residents with this, if needed).
• The qualified resident will be responsible for any cost above one hundred fifty dollars ($150). • One hundred fifty dollars ($150) is available to supplement the cost of cat spay and neuter ONLY. Dog spay or neutering and additional services (such as grooming, vaccines, other surgical procedures or optional services) are not eligible.
• The vet hospitals and clinics that have partnered with the City will provide staff with an invoice which will be paid in full on a monthly basis. Staff will track applications and verify the invoice amounts prior to submitting payment. • Limit two (2) cats per qualified household.
• The Community Family Services Center staff will assist residents with applications and provide qualified residents with their approval letters.
• The program ends once all funds have been exhausted and will restart at the new Fiscal Year.
CONCLUSION:
This program will allow Bell Gardens residents an opportunity to get their cat spayed or neutered in a timely and cost- effective manner and meet the needs of the community.
FISCAL IMPACT:
Appropriate $20,000 from the City's General Fund per fiscal year.
ATTACHMENTS:
Exhibit 1 - Resolution No. 2023-109
Exhibit 2- Professional Services Agreement -After Hours Animal Hospital Exhibit 3 - Professional Services Agreement- SNC Veterinary, Inc.
Exhibit 4 - Professional Services Agreement- Norwalk Animal Hospital APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 1276
RESOLUTION NO. 2023-109
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL
GARDENS, CALIFORNIA, ESTABLISHING A CAT SPAY AND NEUTER
PROGRAM AND AUTHORIZING THE CITY MANAGER TO EXECUTE
PROFESSIONAL SERVICES AGREEMENTS FOR THE CAT SPAY AND
NEUTER PROGRAM
WHEREAS, the City of Bell Gardens ("City") is experiencing a problem with cats breeding at excessive rates; and
WHEREAS, the City desires to initiate a spay and neuter program ("Program") for cats only, to address control and maintain the cat population within the City's boundaries; and
WHEREAS, the Program, which will be available to eligible residents of the City by application only, will offer low-income City residents a voucher for up to one hundred fifty dollars ($150) to obtain a spay or neuter procedure for one (1) cat, with a maximum of two (2) cats per qualified household; and
WHEREAS, the Program is funded by the City's General Fund with an allocation of $20,000 per fiscal year; and
WHEREAS, the City wishes to enter into a Personal Services Agreement, subject to City Attorney approval as to form, with three (3) separate veterinarian centers named "After Hours Animal Hospital," "Norwalk Animal Hospital," and "SNC Veterinary, Inc." all located in Norwalk, California, that have agreed to participate in the Program.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Bell Gardens as follows:
SECTION 1. The City Council finds the above recitals are true and correct and incorporate them herein.
SECTION 2. The City Council hereby approves the Cat Spay and Neuter Program.
SECTION 3. The City Council authorizes the City Manager to execute the Professional Services Agreement with the three (3) veterinarian centers named above for the Cat Spay and Neuter program, subject to City Attorney approval, and consistent with this Resolution, along with any ancillary documents reasonably necessary to effectuate the intent of this Resolution.
SECTION 4. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.
Exhibit 1 1277
Resolution No. 2023-109
PASSED, APPROVED and ADOPTED this 13t" day of November, 2023.
APPROVED AS TO FORM:
THE CITY OF BELL GARDENS
Frances De Leon Sanchez, Mayor
ATTEST:
Stephanie Vasquez Daisy Gomez
City Attorney City Clerk
[Signatures on the following page]
Exhibit 1 2 p278
Resolution No. 2023-109
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on and was approved and passed by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Daisy Gomez
City Clerk
Exhibit 1 3 pJA
2023
PERSONAL SERVICES AGREEMENT
(Engagement: Cat Spay/Neuter Program)
(Parties: After Hours Animal Hospital and City of Bell Gardens) THIS PERSONAL SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this day of 2023 (hereinafter, the
"Effective Date") by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and AFTER HOURS ANIMAL HOSPITAL (hereinafter, "CONTRACTOR"). For the purposes of this Agreement, CITY and CONTRACTOR may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONTRACTOR interchangeably, as appropriate.
RECITALS
WHEREAS, CITY desires to provide a
eligible residents of the CITY; and
WHEREAS, CITY staff has determine(
experience, skills and training necessary to com
and
WHEREAS, the execution of this Agr(
City Council at its Regular Meeting of Novem
NOW, THEREFORE, for and in co
conditions herein contained, CITY and CONI
EN
and neuter program for cats only to
ONTRACTOR possesses the
provide such services to CITY;
was approved by the Bell Gardens
ideration of the mutual covenants and
ACTOR agree as follows:
TERMS
1.1 TERM: This Agreement shall have a term commencing from the Effective Date through June 30, 2024 (hereinafter, the "Term"). Nothing in this Section shall operate to prohibit or otherwise restrict the CITY's ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below,
1.2 SCOPE OF WORK: Subject to the terms and conditions of this Agreement, CONTRACTOR agrees to provide the spay and neuter surgery services and tasks for cats only (hereinafter, the "Scope of Work"), which is more specifically described in Exhibit "A", which is attached hereto and incorporated herein.
CONTRACTOR further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Work. For the purposes of this Agreement the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the capitalized term "Work."
1 Exhibit 2 1280
1.3 PROSECUTION OF WORK:
A. CONTRACTOR shall perform the Work in conformance with all surgical standards and follow the mandates required by the California Veterinary Medicine Practice Act (CVMPA). CONTRACTOR shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other contractors, consultants or agents;
B. CONTRACTOR shall not claim or be entitled to receive any compensation or damage because of the failure of CONTRACTOR, or its subcontractors, to have related services or tasks completed in a:timely manner; C. CONTRACTOR shall at all times enforce strict discipline and good order among CONTRACTOR's employees; and
D. CONTRACTOR, at its sole expense, shall pay all sales, :consumer, use or other similar taxes required by law.
1.4 COMPENSATION: CONTRACTOR's total compensation for the performance of all Work contemplated under this Agreement, will not exceed the annual budgeted sum of Twenty Thousand Dollars ($20,000.00) (hereinafter, the "Annual Not -to - Exceed Sum") during the Term of this Agreement,,unless such added expenditure is first approved by the City Council: In the event CONTRACTOR's charges are projected to exceed the Annual Not -to -Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONTRACTOR's performance pending CITY approval of any anticipated expenditures in excess of the Not -to -Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.
1.5 PAYMENT OF COMPENSATION: The Annual Not -to -Exceed Sum will be paid to CONTRACTOR in monthly increments over the Term of this Agreement. Following the conclusion of each calendar month, CONTRACTOR will submit to CITY an itemized invoice indicating,the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONTRACTOR's monthly compensation is a function of hours worked by CONTRACTOR's personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONTRACTOR in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONTRACTOR.
1.6 ACCOUNTING RECORDS: CONTRACTOR will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of 2 Exhibit 2 1281
three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.7 ABANDONMENT BY CONTRACTOR: In the event CONTRACTOR ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONTRACTOR will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONTRACTOR in the performance of this Agreement. Furthermore, CONTRACTOR will only be compensated for the reasonable value of the services, tasks and other'Work performed up to the time of cessation or abandonment, less a deduction for arty;, damages, costs or additional expenses which CITY may incur as a result of'CONTRACTOR's cessation or abandonment.
2.1 PM
2.3 PERFORMANCE OF AGREEMENT
Director of Recreation and C
Representative") to act as its repre:
The CITY Representative or their
purposes under this Agreement.
orders from anv oerson other than
►11CL'1to1 I M 'aVa19
act as its represi
"CONTRACTOR f
authority' to repre:
under this Agreei
supervise and dire
attention, and will
and procedures a
under this Agreem
notice to: CONTRf
CITY hereby designates Elizabeth Nava,
nunity Services (hereinafter, the "CITY
tatiue for the performance of this Agreement.
5ignee will act on behalf of the CITY for all
DNTRACTOR will not accept directions or
CITY Representative or their designee.
RESENTATIVE CONTRACTOR hereby designates TBD to
hive for the performance of this Agreement (hereinafter, resentative"). CONTRACTOR Representative will have full : and act on behalf of the CONTRACTOR for all purposes
it. CONTRACTOR Representative or their designee will
the, performance of the Work, using their best skill and responsible for all means, methods, techniques, sequences for the satisfactory coordination of all portions of the Work Notice to the CONTRACTOR Representative will constitute 'OR.
CONTRACTOR agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the CITY Representative at all reasonable times. All work prepared by CONTRACTOR will be subject to inspection and approval by CITY Representative or their designees.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONTRACTOR represents, acknowledges and agrees to the following:
A. CONTRACTOR will perform all Work skillfully, competently and to the 3 Exhibit 2 1282
highest standards of CONTRACTOR's profession.
B. CONTRACTOR shall at all times employ such force, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY's authorized representative.
C. CONTRACTOR will perform all Work in conformance with the standards of the California Veterinary Medicine Practice Act (CVMPA); D. CONTRACTOR will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.) CONTRACTOR shall be liable for all violations of such laws and regulations in connection with Services. If CONTRACTOR performs any work knowing it to be contrary to such laws, rules and regulations, CONTRACTOR shall be solely responsible for all costs arising therefrom; E. CONTRACTOR understands the nature: and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
F. All of CONTRACTOR's employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONTRACTOR; and
G. All of CONTRACTOR'$ employees and agents (including, but not limited to, subcontractors and consultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform "the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONTRACTOR will perform, at CONTRACTOR's own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONTRACTOR's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONTRACTOR's employees, agents, contractors, subcontractors and consultants. Such effort by CONTRACTOR to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the CITY Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that CITY's acceptance of any work performed by CONTRACTOR or on CONTRACTOR's behalf will not constitute a release of any 4 Exhibit 2 1283
deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONTRACTOR, including but not limited to the representation that CONTRACTOR possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONTRACTOR's profession.
2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONTRACTOR are material to CITY's willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONTRACTOR or on behalf of CONTRACTOR in the performance of this Agreement. In recognition of this interest, CONTRACTOR agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the, performance of any of CONTRACTOR's duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY's prior:written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Aareement.
2.6 SUBSTITUTION OF KEY PERSONNEL:; CONTRACTOR 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
2.7 CONTRACTOR may substitute other personnel of at least equal competence upon written approval of CITY In'' the event treat . CITY and CONTRACTOR 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 & timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONTRACTOR at the reouest of the CITY.
CONTRACTOR` The Work will be performed by CONTRACTOR or under CONTRACTOR's strict supervision. CONTRACTOR will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONTRACTOR on an independent contractor basis and not as an employee. CONTRACTOR reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONTRACTOR's competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY's confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONTRACTOR are not employees of CITY and will at all times be under CONTRACTOR's exclusive direction and control. CONTRACTOR will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.
CONTRACTOR will be responsible for all reports and obligations respecting such 5 Exhibit 2 1284
additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers' compensation insurance and the like.
2.8 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONTRACTOR's officers, employees, agents, contractors, subcontractors is determined by the CITY Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONTRACTOR, a threat to persons or property, or if any of CONTRACTOR's officers, employees, agents, contractors, subcontractors fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor will be promptly removed by CONTRACTOR and will not be reassigned to perform any of the Work.
2.9 COMPLIANCE WITH LAWS: CONTRACTOR will keep itself informed of and in compliance with all applicable federal, state or kcal laws to the extent such laws control or otherwise govern the performanceof the Work.. - CONTRACTOR's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations 'of the Federal Department of Housing and Urbanization.
2.10 NON-DISCRIMINATION: CONTRACTOR
opportunity employer and it shall not discrirt
employee or applicant for employment becau:
origin, handicap, ancestry, sex or age: Such n
not be limited to, all activities related to initial
transfer, recruitment or'recruitment advertising,
2.11 INDEPENDE
and agree
CONTRACT
and are not
CONT
CON
of its empioyees,,
all persons retail
express or implie
or °'liability of any
otherwise, unless
this Aareement or
ants that it is an equal
against any subcontractor,
ice, religion, color, national
.rimination shall include, but
ment, upgrading, demotion,
or termination.
ZACTOR STATUS: The Parties acknowledge, understand
-RACTOR and all persons retained or employed by
d will at all times remain, wholly independent contractors f cers, employees, departments or subdivisions of CITY. solely responsible for the negligent acts and/or omissions s, ,contractors, and subcontractors. CONTRACTOR and
employed by CONTRACTOR will have no authority,
bind CITY in any manner, nor to incur any obligation, debt I on behalf of, or against, CITY, whether by contract or i authority is expressly conferred to CONTRACTOR under
herwise expressly conferred by CITY in writing.
III.
INSURANCE
3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONTRACTOR will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONTRACTOR will procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liability Insurance: CONTRACTOR will procure and 6 Exhibit 2 1285
3.2 maintain Commercial General Liability Insurance ("CGL Coverage") as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Workers' Compensation Insurance/ Employer's Liability Insurance: A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONTRACTOR and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONTRACTOR in the course of carrying out the Work contemplated in this Agreement.
C. Errors & Omissions Insurance -.,,,For the full term of this Agreement and for a period of three (3) years thereafter, CONTRACTOR will procure and maintain Errors and Omissions' Liability Insurance appropriate to CONTRACTOR's profession. Such coverage will have minimum limits of no less than Two Million Dollars ($2,000;0100.00) per claim.
VETERANARIANS: Each veterinarian employed by CONTRACTOR shall procure and maintain IndivfdUal Professional liability Coverage ("Individual Coverage"), in the event the CONTRACTOR does not provide an employed veterinarian with a professional liability policy in the employed veterinarian's name. Such Individual Coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00), per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
3.3 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage will contain an endorsement naming the CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
3.4 REQUIRED. CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best's Insurance Guide, have an A.M. Best's rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor's rating of no less than BBB according to the latest published edition the Standard & Poor's rating guide. As to Workers' Compensation Insurance/ Employer's Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.
7 Exhibit 2 1286
3.5 PRIMACY OF CONTRACTOR'S INSURANCE: All policies of insurance provided by CONTRACTOR will be primary to any coverage available to CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers will be in excess of CONTRACTOR's insurance and will not contribute with it.
3.6 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONTRACTOR or CONTRACTOR's officers, employees, agents, or subcontractors from waiving the right of subrogation prior to a loss. CONTRACTOR hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers:
3.7 VERIFICATION OF COVERAGE: CONTRACTOR acknowledges, understands and agrees, that CITY's ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY's financial well-being and, indirectly, the collective well-being of the residents of the CITY.
Accordingly, CONTRACTOR warrants, , represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on farms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed,by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONTRACTOR's commencement of any Work. Upon CITY's written request, CONTRACTOR will also provide CITY with certified copies of all required insurance policies and endorsements.
3.8 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or. CITY will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, CITY may cancel this Agreement effective upon notice,
3.9 SPECIAL RISKS OR CIRCUMSTANCES. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
IV.
INDEMNIFICATION
4.1 The Parties agree that CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the "CITY Indemnitees") should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or in any way related to the performance of this 8 Exhibit 2 1287
Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONTRACTOR acknowledges that CITY would not enter into this Agreement in the absence of CONTRACTOR's commitment to indemnify, defend and protect CITY as set forth herein.
Notwithstanding the foregoing, to the extent CONTRACTOR's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONTRACTOR.
CONTRACTOR's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents or volunteers.
4.2 To the fullest extent permitted by law,
harmless and defend the CITY Indemni
damage, expense, cost (including witho
expert fees and all other costs, and fees +
or in connection with CONTRACTOR'
failure to comply with any of its obligatic
such loss or damage which is caused by
of the CITY.
4.3 CITY shall have the right to offset ac
CONTRACTOR under this Agre
CONTRACTOR as a result of CONT
for any costs associated with CONT
Indemnitees under this Article or re
pay taxes on 'amounts received pu
applicable workers' compensation le
CONTRACTOR shall indemnify, hold
,es from and against all liability, loss,
limitation reasonable attorneys' fees,
litigation) of every nature arising out of
>erformance of work hereunder or its
s contained in this Agreement, except
ie sole negligence or willful misconduct
the amount of any compensation due to
t, any amount due to CITY from
'OR's failure to either pay CITY promptly
OR's 'obligations to indemnify the CITY
to CONTRACTOR's failure to either (i)
t to this Agreement or (ii) comply with
4.4 The obligations of -CONTRACTOR under this Article will not be limited by the prquisiohs' 'of any workers' compensation act or similar act. CONTRACTOR expressly waives its statutory immunity under such statutes or laws as to CITY and CITY's elected and appointed officials, officers, employees, agents, and
4.5 CONTRACTOR agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. In the event CONTRACTOR fails to obtain such indemnity obligations from others as required herein, CONTRACTOR agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY's elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR's subcontractors or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees 9 Exhibit 2 1288
incurred by counsel of CITY's choice.
4.6 CITY does not and shall not waive any rights that it may possess against CONTRACTOR because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.
4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity,
612 111 V LTAI1►MAN 11010MTJ1II:1
5.2 V.
Agreement at any time for convenienCE
notice of CITY's intent to terminate this
effective date of such termination
CONTRACTOR will be compensate,
been performed by CONTRACTOF
CONTRACTOR may not terminate
under Section 5.2, below. If this Agri
may require CONTRACTOR to prom
Data, as defined in Section 6.1 belo
by CONTRACTOR in connectic
CONTRACTOR will be required to pi
(15) calendar days of C ITY's, written
venien
on tha oat of C
may immediately'' terminate this
d with
Upon s
only for th
ue to the
it cause by giving prior written
which notice shall specify the
termination for convenience,
services and tasks which have
sctive date of the termination.
Agreement except for cause as provided
ent is terminated as provided herein, CITY
all finished or unfinished Documents and
ind other information of any kind prepared
with the performance of the Work.
1e such Documents and Data within fifteen
to
rict CITY's ability
nder this Section.
No actual or asserted breach of this
Section 5.2, below, will operate to
to terminate this Agreement for
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default") will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.213 and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the 10 Exhibit 2 1289
applicable cure period or any extended cure period allowed under this Agreement.
B. CONTRACTOR will cure the Event of Default within the following time periods:
Within ten (10) business days of CITY's issuance of a Default Notice for any failure of CONTRACTOR to timely provide CITY or CITY's employees or agents with any information and/or written reports, documentation or work product which CONTRACTOR is obligated to provide to CITY or CITY's employees or agents under this Agreement.
Prior to the expiration of the 10-day cure period, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR has commenced efforts to cure the Event of Default and that the Event of' Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under,this, Section 5.2B.i. that exceeds seven (7) calendar days from the end ofthe initial 10-day cure period;'or ii. Within fourteen (1 q
Notice for any other
expiration of the 1
written request for <
showing that CONT
of Default and that
calendar
vent of D
within the 14-day cure perio
be under no obligation to gr
of Default under this Sectio
days from the end of the initi
days of CITY's issuance of a Default
efault under this Agreement. Prior to the
period, 'CONTRACTOR may submit a
'me to cure the Event of Default upon a
fas commenced efforts to cure the Event
of Default cannot be reasonably cured
The foregoing notwithstanding, CITY will
t additional time for the cure of an Event
5.2B.ii that exceeds thirty (30) calendar
14-day cure period.
In addition to any other failure on the part of CONTRACTOR to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONTRACTOR will include, but will not be limited to the following: (i) CONTRACTOR's refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) CONTRACTOR's failure to fulfill or perform its,obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONTRACTOR's and/or its employees' disregard or Violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONTRACTOR, whether voluntary of involuntary; (v) CONTRACTOR's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY's discovery that a statement representation or warranty by CONTRACTOR relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY will cure any Event of Default asserted by CONTRACTOR within forty- 11 Exhibit 2 1290
five (45) calendar days of CONTRACTOR's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY's failure to timely pay any undisputed sums to CONTRACTOR as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONTRACTOR's Default Notice to CITY.
D. CITY, in its sole and absolute discretion, may also immediately suspend CONTRACTOR's performance under this Agreement pending
CONTRACTOR's cure of any Event of Qefault''by giving CONTRACTOR written notice of CITY's intent to suspend CONTRACTOR's performance (hereinafter, a "Suspension Notice"). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONTRACTOR will be compensated only for those services and tasks which have been rendered by CONTRACTOR to the reasonable satisfaction of CITY up to the effective data of"the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY's ability, to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or' breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach.
No waiver, benefit, privilege, or'service voluntarily given or performed by a Party, will give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and,remedies:l available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this'Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONTRACTOR, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONTRACTOR, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONTRACTOR's breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy. 12 Exhibit 2 1291
CONTRACTOR will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY's exercise of its remedies under this Agreement.
G. In the event CITY is in breach of this Agreement, CONTRACTOR's sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONTRACTOR under this Agreement for completed services and tasks.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty ai requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides' that it will survive the termination or normal expiration of this Agreement.
6.1 DOCUMENTS° & DATA;; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term "Documents and Data" means and includes all reports, analyse, correspondence, plans;designs, notes, summaries, strategies, charts, schedules, ,spreadsheets, calculations, lists, data compilations, documents or ether materials developed and/or assembled by or on behalf of CONTRACTOR in the performance of this Agreement and fixed in any tangible medium of expression, in but not limited to Documents and Data stored digitally, magnetically and/or electronically: This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights; designs; 'and other intellectual property embodied in all Documents and Data. CONTRACTOR will require all subcontractors working on behalf of CONTRACTOR in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor as applies to Documents and Data prepared by CONTRACTOR in the performance of this Agreement.
6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONTRACTOR or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONTRACTOR without prior written consent by CITY. CITY will grant such consent of disclosure 13 Exhibit 2 1292
as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONTRACTOR will not use CITY's name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONTRACTOR warrants and represents that neither CONTRACTOR nor any person who is an officer of, in a managing position with, or has an ownership interest in CONTRACTOR has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
CONTRACTOR:
After Hours Animal Hospital
11266 Firestone Blvd.
Norwalk, CA 90650
Attn: TBD
Phone: (562) 409-1011
CITY:
City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, CA 90201
Aftn: Elizabeth Nava, Director of
Recreation and Community
Services
Phone: (562) 806-7700
Such notices will be deemed effective when personally delivered or successfully transmitted,by; facsimile as' evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another and will take any,additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING; CONTRACTOR will not subcontract any portion of the Work required: by, this Agreement, except as expressly stated herein, without the prior written approval df' CITY. Subcontracts (including without limitation subcontracts with subcontractors), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
6.7 CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONTRACTOR.
6.8 PROHIBITED INTERESTS: CONTRACTOR warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona 14 Exhibit 2 1293
fide employee working solely for CONTRACTOR, to solicit or secure this Agreement. Further, CONTRACTOR warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will 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, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
6.10 GOVERNING LAW AND VENUE: This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be: tried exclusively in federal court, venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.
6.11 ATTORNEYS' FEES: If either Party, commences an action against the other Party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys'`fees and all other costs of such action.
6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assign'of'the Parties.
6.13 NO-THIRD=PARTY .BENEFIT: There are no intended third -party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Aareement inure exclusiuelv.to the Parties.
6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favorof'' or against, either Party but will be construed as if the Parties prepared this Agreement together, through a process of negotiation and with the advice of their respective attorneys.
6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.
6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.
15 Exhibit 2 1294
6.17 CAPTIONS: The captions of the various articles, sections 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.
6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibit(s) attached hereto, the provisions of this Agreement will control.
6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibit(s), constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONTRACTOR prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section
6.16, above.
6.20 FORCE MAJEURE: The Completion Date shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONTRACTOR and without the fault or negligence of. CONTRACTOR,, including but not limited to severe weather, fires, earthquakes, ' floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY, if the CONTRACTOR shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative's determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONTRACTOR be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONTRACTOR's sole remedy being extension of the Agreement pursuant to this Section.
6.21 COUNTERPARTS: This Agreement will be executed in three (3) original counterparts each of which will be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section
6.16, above. One fully executed original counterpart will be delivered to CONTRACTOR and the remaining two original counterparts will be retained by CITY.
(SIGNATURES ON NEXT PAGE)
16 Exhibit 2 1295
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CITY OF BELL GARDENS: AFTER HOURS ANIMAL HOSPITAL:
in
Name:
Title:
Date:
APPROVED AS TO FORM:
in
Stephanie Vasquez,
By:
17 Exhibit 2 1296
EXHIBIT "A"
Scope of Work
Contractor shall provide spay/neuter services and related veterinary medical services for cats only, as described herein; provide all staffing, equipment, and supplies; obtain all permits, licenses, and registrations required to perform the services; and coordinate with City staff to provide these services, as follows:
A. Surgical Sterilizations
Contractor shall use its best efforts to perform timely surgeries on every cat provided to the Contractor by the City and/or City residents and the Contractor shall document timely performance in the manner and as requested by the City, The Contractor will perform:
1. Spay and neuter surgeries on qualified cats. City reserves the right to send cats to other veterinarians in the event that Contractor is unable to accommodate all of the City's spay/neuter needs'.
Contractor shall accept all City vouchers for the service.
2. Pre -surgical physical examinations on all surgical candidates to determine if the cat is qualified for surgical treatment.
3. Other ancillary medical procedures associated with surgical sterilizations, according to the provisions outlined below:
a. Contractor will conform to all surgical standards as required by the California Veterinary Medicine Practice Act (CVMPA).
b. Cats deemed unfit or unhealthy by a veterinarian may be rejected for surgical sterilization.
c. Cats that are pregnant, in estrus, cryptorchid, or have any other medical condition outside the scope of a healthy animal sterilization, may be surgically sterilized at the discretion of the Contractor's veterinarian. d, Owners of older cats that may require pre -surgical, geriatric blood screening shall be referred to a private veterinarian prior to sterilization. e. If during surgery, the cat is discovered to be already sterilized, the same fee that would have been charged for a standard sterilization shall be charged.
B. Release of Animals
All cats shall be released to pet owners or adopters with post -operative instructions, including emergency telephone numbers. Should complications occur, Contractor shall retain responsibility and care for the animal until the complication is abated.
C. Scheduling of Surgical Sterilizations
Contractor shall schedule surgeries as nearly as possible in the order in which all cat owners contact Contractor for appointments. Contractor shall schedule surgeries utilizing 18 Exhibit 2 1297
their normal surgery schedule and shall not restrict the services provided under this Agreement to fewer days and/or more limited times than Contractor schedules surgeries unrelated to this Agreement. Contractor shall notify City whenever Contractor is unable to schedule surgery within 30 days of Contractor's first contact with a cat owner desiring a surgery.
D. Operational Requirements
1. Maintaining a Written Protocol of Procedures. Contractor shall maintain at all times an approved written protocol detailing all procedures, including, but not limited to animal handling, anesthesia surgery guidelines, and drug inventory.
This protocol must be available for review and approval by the City at the inception of this Agreement and at all times during its term.
2. Days and Hours of Operation. Cont
services during regular business hours
to mutual agreement between Contra,
posted, clearly visible to the public. Cor
of operation without prior written appro)
announced to the public no less thar
become effective.
Contractor must notify City o
calendar days before the closu
view. In the event that the Cbf
may retain the temporary se
perform surgeries in the abse
City approval.
ctor shall provide spay and neuter
rid days of operation, shall be subject
)r and City and shall be prominently
actor may not change hours and days
I from the City; such changes must be
;even,(7) calendar days before they
Bd closures no less than fourteen (14)
rust post notice of said closure for public
s veterinarian will be absent, Contractor
7f an alternate licensed veterinarian to
the Contractor's veterinarian, subject to
Contractor will contact the City Representative as soon as possible if the Contractor needs to close unexpectedly and will use best efforts to take such action as reasonable to keep the Contractor open with replacement staff.
Equipment and Supplies. Contractor shall obtain, at its own expense, all equipment and supplies 'to be used in the performance of the services, including all medical supplies, medicines, cleaning agents, tools, anesthesia machines, autoclaves, and any other necessary tools, instruments, supplies, andequipment. Contractor shall maintain in good working order, at its own expense, all equipment used in the performance of the services, and shall ensure that repairs or replacement of equipment does not unreasonably interrupt its services.
4. Cost of Supplies, Services, and Personnel. The cost of setting up, staffing, maintaining, and performing services under this Agreement shall be the Contractor's sole responsibility.
5. Licenses and Permits. Contractor shall obtain at its own expense, the following licenses and permits:
19 Exhibit 2 1298
a. A current Veterinary Premise License, naming the Contractor's veterinarian as the Managing Licensee, as required by the California Veterinary Medical Board.
b. A current Veterinarian License for the Contractor's veterinarian(s), as required by the California Veterinary Medical Board.
c. A Controlled Substance Registration Certificate, as required by the U.S.
Department of Justice, Drug Enforcement Administration (DEA). d. All other necessary permits to operate the Clinic, including current licenses from the Board of Consumer Affairs, and any other regulatory agencies requiring licensure.
All licenses requiring display will be displayed in a designated area as prescribed by law. Copies shall be provided to the City. Contractor shall maintain all licenses and permits current throughout the term of this Agreement and shall not begin services under this, Agreement until such licenses and permits are obtained.
6. Hazardous Waste Disposal. As USE
waste" shall mean hypodermic nee+
for disposal of hazardous waste, at i
E. Definitions
1. "Neuter" shall mean "surgical ca:
2. "Spay" shall mean "ovariohyster(
3. "Sterilization" and "surgery" refE
animal. All sterilization'shall incl
(b) all vaccines and anesthesia t
or before surgery, (c) all after-ca
infections, and other normal pro
rega
this Agreement, the t
Contractor will be so
"hazardous
responsible
the surgical spaying or neutering of an
(a) a physical examination of the animal,
Contractor requires during hospitalization
icluding suture removal, licking problems,
Tres. However, if the owner is grossly or
surgery aftercare, Contractor may charge
20 Exhibit 2 1299
2023
PERSONAL SERVICES AGREEMENT
(Engagement: Cat Spay/Neuter Program)
(Parties: SNC Veterinary, Inc. and City of Bell Gardens) THIS PERSONAL SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this day of 2023 (hereinafter, the
"Effective Date") by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and SNC VETERINARY, INC. (hereinafter, "CONTRACTOR"). For the purposes of this Agreement, CITY and CONTRACTOR may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONTRACTOR interchangeably, as appropriate.
RECITALS
WHEREAS, CITY desires to provide a
eligible residents of the CITY; and
WHEREAS, CITY staff has determine(
experience, skills and training necessary to com
and
WHEREAS, the execution of this Agr
City Council at its Regular Meeting of Novem
NOW, THEREFORE, for and in co
conditions herein contained, CITY and CONI
EN
and neuter program for cats only to
ONTRACTOR possesses the
provide such services to CITY;
by the Bell Garden
ideration of the mutual covenants and
ACTOR agree as follows:
TERMS
1.1 TERM: This Agreement shall have a term commencing from the Effective Date through June 30, 2024 (hereinafter, the "Term"). Nothing in this Section shall operate to prohibit or otherwise restrict the CITY's ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below,
1.2 SCOPE OF WORK: Subject to the terms and conditions of this Agreement, CONTRACTOR agrees to provide the spay and neuter surgery services and tasks for cats only (hereinafter, the "Scope of Work"), which is more specifically described in Exhibit "A", which is attached hereto and incorporated herein.
CONTRACTOR further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Work. For the purposes of this Agreement the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the capitalized term "Work."
1 Exhibit 3 1300
1.3 PROSECUTION OF WORK:
A. CONTRACTOR shall perform the Work in conformance with all surgical standards and follow the mandates required by the California Veterinary Medicine Practice Act (CVMPA). CONTRACTOR shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other contractors, consultants or agents;
B. CONTRACTOR shall not claim or be entitled to receive any compensation or damage because of the failure of CONTRACTOR, or its subcontractors, to have related services or tasks completed in a:timely manner; C. CONTRACTOR shall at all times enforce strict discipline and good order among CONTRACTOR's employees; and
D. CONTRACTOR, at its sole expense, shall pay all sales, :consumer, use or other similar taxes required by law.
1.4 COMPENSATION: CONTRACTOR's total compensation for the performance of all Work contemplated under this Agreement, will not exceed the annual budgeted sum of Twenty Thousand Dollars ($20,000.00) (hereinafter, the "Annual Not -to - Exceed Sum") during the Term of this Agreement,,unless such added expenditure is first approved by the City Council: In the event CONTRACTOR's charges are projected to exceed the Annual Not -to -Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONTRACTOR's performance pending CITY approval of any anticipated expenditures in excess of the Not -to -Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.
1.5 PAYMENT OF COMPENSATION: The Annual Not -to -Exceed Sum will be paid to CONTRACTOR in monthly increments over the Term of this Agreement. Following the conclusion of each calendar month, CONTRACTOR will submit to CITY an itemized invoice indicating,the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONTRACTOR's monthly compensation is a function of hours worked by CONTRACTOR's personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONTRACTOR in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONTRACTOR.
1.6 ACCOUNTING RECORDS: CONTRACTOR will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of z
Exhibit 3 1301
three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.7 ABANDONMENT BY CONTRACTOR: In the event CONTRACTOR ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONTRACTOR will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONTRACTOR in the performance of this Agreement. Furthermore, CONTRACTOR will only be compensated for the reasonable value of the services, tasks and other'Work performed up to the time of cessation or abandonment, less a deduction for arty;, damages, costs or additional expenses which CITY may incur as a result of'CONTRACTOR's cessation or abandonment.
PERFORMANCE OF AGREEMENT
2.1 CITY'S REPRESENTATIVE; The CITY hereby designates Elizabeth Nava, Director of Recreation and Community Services (hereinafter, the "CITY Representative") to act as its representative for the performance of this Agreement.
The CITY Representative or their designee will act on behalf of the CITY for all purposes under this Agreement. CONTRACTOR will not accept directions or orders from any person other than the CITY Representative or their designee.
2.2 CONTRACTOR REPRESENTATIVE; CONTRACTOR hereby designates Vita Martinez, to act as its representative for the performance of this Agreement (hereinafter, "CONTRACTOR Representative"). CONTRACTOR Representative will have'full authority'tp represent and act on behalf of the CONTRACTOR for all purposes under this Agreement. CONTRACTOR Representative or their designee will supervise and direct the performance of the Work, using their best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreemenf. Notice to the CONTRACTOR Representative will constitute notice to: CONTRACTOR.
2.3 CONTRACTOR agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the CITY Representative at all reasonable times. All work prepared by CONTRACTOR will be subject to inspection and approval by CITY Representative or their designees.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONTRACTOR represents, acknowledges and agrees to the following:
A. CONTRACTOR will perform all Work skillfully, competently and to the 3 Exhibit 3 1302
highest standards of CONTRACTOR's profession.
B. CONTRACTOR shall at all times employ such force, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY's authorized representative.
C. CONTRACTOR will perform all Work in conformance with the standards of the California Veterinary Medicine Practice Act (CVMPA); D. CONTRACTOR will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.) CONTRACTOR shall be liable for all violations of such laws and regulations in connection with Services. If CONTRACTOR performs any work knowing it to be contrary to such laws, rules and regulations, CONTRACTOR shall be solely responsible for all costs arising therefrom; E. CONTRACTOR understands the nature: and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
F. All of CONTRACTOR's employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONTRACTOR; and
G. All of CONTRACTOR'$ employees and agents (including, but not limited to, subcontractors and consultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform "the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONTRACTOR will perform, at CONTRACTOR's own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONTRACTOR's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONTRACTOR's employees, agents, contractors, subcontractors and consultants. Such effort by CONTRACTOR to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the CITY Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that CITY's acceptance of any work performed by CONTRACTOR or on CONTRACTOR's behalf will not constitute a release of any 4 Exhibit 3 1303
deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONTRACTOR, including but not limited to the representation that CONTRACTOR possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONTRACTOR's profession.
2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONTRACTOR are material to CITY's willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONTRACTOR or on behalf of CONTRACTOR in the performance of this Agreement. In recognition of this interest, CONTRACTOR agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the, performance of any of CONTRACTOR's duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY's prior:written consent, any attempted assignment or transfer will be ineffective, null andvoid and will constitute a material breach of this Aareement.
2.6 SUBSTITUTION OF KEY PERSONNEL:; CONTRACTOR 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
2.7 CONTRACTOR may substitute other personnel of at least equal competence upon written approval of CITY In'' the event treat . CITY and CONTRACTOR 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 & timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONTRACTOR at the reouest of the CITY.
CONTRACTOR` The Work will be performed by CONTRACTOR or under CONTRACTOR's strict supervision. CONTRACTOR will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONTRACTOR on an independent contractor basis and not as an employee. CONTRACTOR reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONTRACTOR's competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY's confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONTRACTOR are not employees of CITY and will at all times be under CONTRACTOR's exclusive direction and control. CONTRACTOR will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.
CONTRACTOR will be responsible for all reports and obligations respecting such 5 Exhibit 3 1304
additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers' compensation insurance and the like.
2.8 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONTRACTOR's officers, employees, agents, contractors, subcontractors is determined by the CITY Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONTRACTOR, a threat to persons or property, or if any of CONTRACTOR's officers, employees, agents, contractors, subcontractors fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor will be promptly removed by CONTRACTOR and will not be reassigned to perform any of the Work.
2.9 COMPLIANCE WITH LAWS: CONTRACTOR will keep itself informed of and in compliance with all applicable federal, state or kcal laws to the extent such laws control or otherwise govern the performanceof the Work.. - CONTRACTOR's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations 'of the Federal Department of Housing and Urbanization.
2.10 NON-DISCRIMINATION: CONTRACTOR
opportunity employer and it shall not discrirt
employee or applicant for employment becau:
origin, handicap, ancestry, sex or age: Such n
not be limited to, all activities related to initial
transfer, recruitment or'recruitment advertising,
2.11 INDEPENDE
and agree
CONTRACT
and are not
CONT
CON
of its empioyees,,
all persons retail
express or implie
or °'liability of any
otherwise, unless
this Aareement or
ants that it is an equal
against any subcontractor,
ice, religion, color, national
.rimination shall include, but
ment, upgrading, demotion,
or termination.
ZACTOR STATUS: The Parties acknowledge, understand
-RACTOR and all persons retained or employed by
d will at all times remain, wholly independent contractors f cers, employees, departments or subdivisions of CITY. solely responsible for the negligent acts and/or omissions s, ,contractors, and subcontractors. CONTRACTOR and
employed by CONTRACTOR will have no authority,
bind CITY in any manner, nor to incur any obligation, debt I on behalf of, or against, CITY, whether by contract or i authority is expressly conferred to CONTRACTOR under
herwise expressly conferred by CITY in writing.
III.
INSURANCE
3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONTRACTOR will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONTRACTOR will procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liability Insurance: CONTRACTOR will procure and 6 Exhibit 3 1305
3.2 maintain Commercial General Liability Insurance ("CGL Coverage") as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Workers' Compensation Insurance/ Employer's Liability Insurance: A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONTRACTOR and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONTRACTOR in the course of carrying out the Work contemplated in this Agreement.
C. Errors & Omissions Insurance -.,,,For the full term of this Agreement and for a period of three (3) years thereafter, CONTRACTOR will procure and maintain Errors and Omissions' Liability Insurance appropriate to CONTRACTOR's profession. Such coverage will have minimum limits of no less than Two Million Dollars ($2,000;0100.00) per claim.
VETERANARIANS: Each veterinarian employed by CONTRACTOR shall procure and maintain IndivfdUal Professional liability Coverage ("Individual Coverage"), in the event the CONTRACTOR does not provide an employed veterinarian with a professional liability policy in the employed veterinarian's name. Such Individual Coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00), per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
3.3 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage will contain an endorsement naming the CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
3.4 REQUIRED. CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best's Insurance Guide, have an A.M. Best's rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor's rating of no less than BBB according to the latest published edition the Standard & Poor's rating guide. As to Workers' Compensation Insurance/ Employer's Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.
7 Exhibit 3 1306
3.5 PRIMACY OF CONTRACTOR'S INSURANCE: All policies of insurance provided by CONTRACTOR will be primary to any coverage available to CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers will be in excess of CONTRACTOR's insurance and will not contribute with it.
3.6 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONTRACTOR or CONTRACTOR's officers, employees, agents, or subcontractors from waiving the right of subrogation prior to a loss. CONTRACTOR hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers:
3.7 VERIFICATION OF COVERAGE: CONTRACTOR acknowledges, understands and agrees, that CITY's ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY's financial well-being and, indirectly, the collective well-being of the residents of the CITY.
Accordingly, CONTRACTOR warrants, , represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on farms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed,by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONTRACTOR's commencement of any Work. Upon CITY's written request, CONTRACTOR will also provide CITY with certified copies of all required insurance policies and endorsements.
3.8 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or. CITY will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, CITY may cancel this Agreement effective upon notice,
3.9 SPECIAL RISKS OR CIRCUMSTANCES. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
IV.
INDEMNIFICATION
4.1 The Parties agree that CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the "CITY Indemnitees") should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or in any way related to the performance of this a
Exhibit 3 1307
Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONTRACTOR acknowledges that CITY would not enter into this Agreement in the absence of CONTRACTOR's commitment to indemnify, defend and protect CITY as set forth herein.
Notwithstanding the foregoing, to the extent CONTRACTOR's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONTRACTOR.
CONTRACTOR's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents or volunteers.
4.2 To the fullest extent permitted by law,
harmless and defend the CITY Indemni
damage, expense, cost (including witho
expert fees and all other costs, and fees +
or in connection with CONTRACTOR'
failure to comply with any of its obligatic
such loss or damage which is caused by
of the CITY.
4.3 CITY shall have the right to offset ac
CONTRACTOR under this Agre
CONTRACTOR as a result of CONT
for any costs associated with CONT
Indemnitees under this Article or re
pay taxes on 'amounts received pu
applicable workers' compensation le
CONTRACTOR shall indemnify, hold
,es from and against all liability, loss,
limitation reasonable attorneys' fees,
litigation) of every nature arising out of
>erformance of work hereunder or its
s contained in this Agreement, except
ie sole negligence or willful misconduct
the amount of any compensation due to
t, any amount due to CITY from
'OR's failure to either pay CITY promptly
OR's 'obligations to indemnify the CITY
to CONTRACTOR's failure to either (i)
t to this Agreement or (ii) comply with
4.4 The obligations of -CONTRACTOR under this Article will not be limited by the prquisiohs' 'of any workers' compensation act or similar act. CONTRACTOR expressly waives its statutory immunity under such statutes or laws as to CITY and CITY's elected and appointed officials, officers, employees, agents, and
4.5 CONTRACTOR agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. In the event CONTRACTOR fails to obtain such indemnity obligations from others as required herein, CONTRACTOR agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY's elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR's subcontractors or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees 9 Exhibit 3 1308
incurred by counsel of CITY's choice.
4.6 CITY does not and shall not waive any rights that it may possess against CONTRACTOR because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.
4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity,
612 111 V LTAI1►MAN 11010MTJ1II:1
5.2 V.
Agreement at any time for convenienCE
notice of CITY's intent to terminate this
effective date of such termination
CONTRACTOR will be compensate,
been performed by CONTRACTOF
CONTRACTOR may not terminate
under Section 5.2, below. If this Agri
may require CONTRACTOR to pram
Data, as defined in Section 6.1 belo
by CONTRACTOR in connectic
CONTRACTOR will be required to pi
(15) calendar days of C ITY's, written
venien
on tha oat of C
may immediately'' terminate this
d with
Upon s
only for th
ue to the
it cause by giving prior written
which notice shall specify the
termination for convenience,
services and tasks which have
sctive date of the termination.
Agreement except for cause as provided
ent is terminated as provided herein, CITY
all finished or unfinished Documents and
ind other information of any kind prepared
with the performance of the Work.
1e such Documents and Data within fifteen
to
rict CITY's ability
nder this Section.
No actual or asserted breach of this
Section 5.2, below, will operate to
to terminate this Agreement for
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default") will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.213 and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the 10 Exhibit 3 1309
applicable cure period or any extended cure period allowed under this Agreement.
B. CONTRACTOR will cure the Event of Default within the following time periods:
Within ten (10) business days of CITY's issuance of a Default Notice for any failure of CONTRACTOR to timely provide CITY or CITY's employees or agents with any information and/or written reports, documentation or work product which CONTRACTOR is obligated to provide to CITY or CITY's employees or agents under this Agreement.
Prior to the expiration of the 10-day cure period, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR has commenced efforts to cure the Event of Default and that the Event of' Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under,this, Section 5.2B.i. that exceeds seven (7) calendar days from the end ofthe initial 10-day cure period;'or ii. Within fourteen (1 q
Notice for any other
expiration of the 1
written request for <
showing that CONT
of Default and that
calendar
vent of D
within the 14-day cure perio
be under no obligation to gr
of Default under this Sectio
days from the end of the initi
days of CITY's issuance of a Default
efault under this Agreement. Prior to the
period, 'CONTRACTOR may submit a
'me to cure the Event of Default upon a
fas commenced efforts to cure the Event
of Default cannot be reasonably cured
The foregoing notwithstanding, CITY will
t additional time for the cure of an Event
5.2B.ii that exceeds thirty (30) calendar
14-day cure period.
In addition to any other failure on the part of CONTRACTOR to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONTRACTOR will include, but will not be limited to the following: (i) CONTRACTOR's refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) CONTRACTOR's failure to fulfill or perform its,obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONTRACTOR's and/or its employees' disregard or Violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONTRACTOR, whether voluntary of involuntary; (v) CONTRACTOR's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY's discovery that a statement representation or warranty by CONTRACTOR relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY will cure any Event of Default asserted by CONTRACTOR within forty- 11 Exhibit 3 1310
five (45) calendar days of CONTRACTOR's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY's failure to timely pay any undisputed sums to CONTRACTOR as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONTRACTOR's Default Notice to CITY.
D. CITY, in its sole and absolute discretion, may also immediately suspend CONTRACTOR's performance under this Agreement pending
CONTRACTOR's cure of any Event of Qefault''by giving CONTRACTOR written notice of CITY's intent to suspend CONTRACTOR's performance (hereinafter, a "Suspension Notice"). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONTRACTOR will be compensated only for those services and tasks which have been rendered by CONTRACTOR to the reasonable satisfaction of CITY up to the effective data of"the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY's ability, to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or' breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach.
No waiver, benefit, privilege, or'service voluntarily given or performed by a Party, will give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and,remedies:l available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this'Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONTRACTOR, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONTRACTOR, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONTRACTOR's breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy. 12 Exhibit 3 1311
CONTRACTOR will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY's exercise of its remedies under this Agreement.
G. In the event CITY is in breach of this Agreement, CONTRACTOR's sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONTRACTOR under this Agreement for completed services and tasks.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty ai requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides' that it will survive the termination or normal expiration of this Agreement.
6.1 DOCUMENTS° & DATA;; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term "Documents and Data" means and includes all reports, analyse, correspondence, plans;designs, notes, summaries, strategies, charts, schedules, ,spreadsheets, calculations, lists, data compilations, documents or ether materials developed and/or assembled by or on behalf of CONTRACTOR in the performance of this Agreement and fixed in any tangible medium of expression, in but not limited to Documents and Data stored digitally, magnetically and/or electronically: This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights; designs; 'and other intellectual property embodied in all Documents and Data. CONTRACTOR will require all subcontractors working on behalf of CONTRACTOR in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor as applies to Documents and Data prepared by CONTRACTOR in the performance of this Agreement.
6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONTRACTOR or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONTRACTOR without prior written consent by CITY. CITY will grant such consent of disclosure 13 Exhibit 3 1312
as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONTRACTOR will not use CITY's name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONTRACTOR warrants and represents that neither CONTRACTOR nor any person who is an officer of, in a managing position with, or has an ownership interest in CONTRACTOR has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
CONTRACTOR:
SNC Veterinary, Inc.
12852 Pioneer Blvd.
Norwalk, CA 90650
Attn: Vita Martinez
Phone: (562) 282-9639
CITY:
City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, CA 90201
Attn Elizabeth Nava, Director of
Recreation and Community
Services:.
Phone: (562) 806-7700
Such notices will be deemed effective when personally delivered or successfully transmitted,by; facsimile as' evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another and will take any,additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING; CONTRACTOR will not subcontract any portion of the Work required: by, this Agreement, except as expressly stated herein, without the prior written approval df' CITY. Subcontracts (including without limitation subcontracts with subcontractors), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
6.7 CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONTRACTOR.
6.8 PROHIBITED INTERESTS: CONTRACTOR warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona 14 Exhibit 3 1313
fide employee working solely for CONTRACTOR, to solicit or secure this Agreement. Further, CONTRACTOR warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will 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, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
6.10 GOVERNING LAW AND VENUE: This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be: tried exclusively in federal court, venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.
6.11 ATTORNEYS' FEES: If either Party, commences an action against the other Party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys'`fees and all other costs of such action.
6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assign'of'the Parties.
6.13 NO-THIRD=PARTY .BENEFIT: There are no intended third -party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Aareement inure exclusiuelv.to the Parties.
6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favorof'' or against, either Party but will be construed as if the Parties prepared this Agreement together, through a process of negotiation and with the advice of their respective attorneys.
6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.
6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.
15 Exhibit 3 1314
6.17 CAPTIONS: The captions of the various articles, sections 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.
6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibit(s) attached hereto, the provisions of this Agreement will control.
6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibit(s), constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONTRACTOR prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section
6.16, above.
6.20 FORCE MAJEURE: The Completion Date shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONTRACTOR and without the fault or negligence of. CONTRACTOR,, including but not limited to severe weather, fires, earthquakes, ' floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY, if the CONTRACTOR shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative's determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONTRACTOR be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONTRACTOR's sole remedy being extension of the Agreement pursuant to this Section.
6.21 COUNTERPARTS: This Agreement will be executed in three (3) original counterparts each of which will be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section
6.16, above. One fully executed original counterpart will be delivered to CONTRACTOR and the remaining two original counterparts will be retained by CITY.
(SIGNATURES ON NEXT PAGE)
16 Exhibit 3 1315
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CITY OF BELL GARDENS: SNC VETERINARY, INC.:
Name:
Title:
Date:
APPROVED AS TO FORM:
in
Stephanie Vasquez,
By:
17 Exhibit 3 1316
EXHIBIT "A"
Scope of Work
Contractor shall provide spay/neuter services and related veterinary medical services for cats only, as described herein; provide all staffing, equipment, and supplies; obtain all permits, licenses, and registrations required to perform the services; and coordinate with City staff to provide these services, as follows:
A. Surgical Sterilizations
Contractor shall use its best efforts to perform timely surgeries on every cat provided to the Contractor by the City and/or City residents and the Contractor shall document timely performance in the manner and as requested by the City, The Contractor will perform:
1. Spay and neuter surgeries on qualified cats. City reserves the right to send cats to other veterinarians in the event that Contractor is unable to accommodate all of the City's spay/neuter needs'.
Contractor shall accept all City vouchers for the service.
2. Pre -surgical physical examinations on all surgical candidates to determine if the cat is qualified for surgical treatment.
3. Other ancillary medical procedures associated with surgical sterilizations, according to the provisions outlined below:
a. Contractor will conform to all surgical standards as required by the California Veterinary Medicine Practice Act (CVMPA).
b. Cats deemed unfit or unhealthy by a veterinarian may be rejected for surgical sterilization.
c. Cats that are pregnant, in estrus, cryptorchid, or have any other medical condition outside the scope of a healthy animal sterilization, may be surgically sterilized at the discretion of the Contractor's veterinarian. d, Owners of older cats that may require pre -surgical, geriatric blood screening shall be referred to a private veterinarian prior to sterilization. e. If during surgery, the cat is discovered to be already sterilized, the same fee that would have been charged for a standard sterilization shall be charged.
B. Release of Animals
All cats shall be released to pet owners or adopters with post -operative instructions, including emergency telephone numbers. Should complications occur, Contractor shall retain responsibility and care for the animal until the complication is abated.
C. Scheduling of Surgical Sterilizations
Contractor shall schedule surgeries as nearly as possible in the order in which all cat owners contact Contractor for appointments. Contractor shall schedule surgeries utilizing 18 Exhibit 3 1317
their normal surgery schedule and shall not restrict the services provided under this Agreement to fewer days and/or more limited times than Contractor schedules surgeries unrelated to this Agreement. Contractor shall notify City whenever Contractor is unable to schedule surgery within 30 days of Contractor's first contact with a cat owner desiring a surgery.
D. Operational Requirements
1. Maintaining a Written Protocol of Procedures. Contractor shall maintain at all times an approved written protocol detailing all procedures, including, but not limited to animal handling, anesthesia surgery guidelines, and drug inventory.
This protocol must be available for review and approval by the City at the inception of this Agreement and at all times during its term.
2. Days and Hours of Operation. Cont
services during regular business hours
to mutual agreement between Contra,
posted, clearly visible to the public. Cor
of operation without prior written appro)
announced to the public no less thar
become effective.
Contractor must notify City o
calendar days before the closu
view. In the event that the Cbf
may retain the temporary se
perform surgeries in the abse
City approval.
ctor shall provide spay and neuter
rid days of operation, shall be subject
)r and City and shall be prominently
actor may not change hours and days
I from the City; such changes must be
;even,(7) calendar days before they
Bd closures no less than fourteen (14)
rust post notice of said closure for public
s veterinarian will be absent, Contractor
7f an alternate licensed veterinarian to
the Contractor's veterinarian, subject to
Contractor will contact the City Representative as soon as possible if the Contractor needs to close unexpectedly and will use best efforts to take such action as reasonable to keep the Contractor open with replacement staff.
Equipment and Supplies. Contractor shall obtain, at its own expense, all equipment and supplies 'to be used in the performance of the services, including all medical supplies, medicines, cleaning agents, tools, anesthesia machines, autoclaves, and any other necessary tools, instruments, supplies, andequipment. Contractor shall maintain in good working order, at its own expense, all equipment used in the performance of the services, and shall ensure that repairs or replacement of equipment does not unreasonably interrupt its services.
4. Cost of Supplies, Services, and Personnel. The cost of setting up, staffing, maintaining, and performing services under this Agreement shall be the Contractor's sole responsibility.
5. Licenses and Permits. Contractor shall obtain at its own expense, the following licenses and permits:
19 Exhibit 3 1318
a. A current Veterinary Premise License, naming the Contractor's veterinarian as the Managing Licensee, as required by the California Veterinary Medical Board.
b. A current Veterinarian License for the Contractor's veterinarian(s), as required by the California Veterinary Medical Board.
c. A Controlled Substance Registration Certificate, as required by the U.S.
Department of Justice, Drug Enforcement Administration (DEA). d. All other necessary permits to operate the Clinic, including current licenses from the Board of Consumer Affairs, and any other regulatory agencies requiring licensure.
All licenses requiring display will be displayed in a designated area as prescribed by law. Copies shall be provided to the City. Contractor shall maintain all licenses and permits current throughout the term of this Agreement and shall not begin services under this, Agreement until such licenses and permits are obtained.
6. Hazardous Waste Disposal. As USE
waste" shall mean hypodermic nee+
for disposal of hazardous waste, at i
E. Definitions
1. "Neuter" shall mean "surgical ca:
2. "Spay" shall mean "ovariohyster(
3. "Sterilization" and "surgery" refE
animal. All sterilization'shall incl
(b) all vaccines and anesthesia t
or before surgery, (c) all after-ca
infections, and other normal pro
rega
this Agreement, the t
Contractor will be so
"hazardous
responsible
the surgical spaying or neutering of an
(a) a physical examination of the animal,
Contractor requires during hospitalization
icluding suture removal, licking problems,
Tres. However, if the owner is grossly or
surgery aftercare, Contractor may charge
zo
Exhibit 3 1319
2023
PERSONAL SERVICES AGREEMENT
(Engagement: Cat Spay/Neuter Program)
(Parties: Norwalk Animal Hospital and City of Bell Gardens) THIS PERSONAL SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this day of 2023 (hereinafter, the
"Effective Date") by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and NORWALK ANIMAL HOSPITAL (hereinafter, "CONTRACTOR"). For the purposes of this Agreement, CITY and CONTRACTOR may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONTRACTOR interchangeably, as appropriate.
RECITALS
WHEREAS, CITY desires to provide a
eligible residents of the CITY; and
WHEREAS, CITY staff has determine(
experience, skills and training necessary to com
and
WHEREAS, the execution of this Agr(
City Council at its Regular Meeting of Novem
NOW, THEREFORE, for and in co
conditions herein contained, CITY and CONI
EN
and neuter program for cats only to
ONTRACTOR possesses the
provide such services to CITY;
was approved by the Bell Gardens
ideration of the mutual covenants and
ACTOR agree as follows:
TERMS
1.1 TERM: This Agreement shall have a term commencing from the Effective Date through June 30, 2024 (hereinafter, the "Term"). Nothing in this Section shall operate to prohibit or otherwise restrict the CITY's ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below,
1.2 SCOPE OF WORK: Subject to the terms and conditions of this Agreement, CONTRACTOR agrees to provide the spay and neuter surgery services and tasks for cats only (hereinafter, the "Scope of Work"), which is more specifically described in Exhibit "A", which is attached hereto and incorporated herein.
CONTRACTOR further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Work. For the purposes of this Agreement the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the capitalized term "Work."
1 Exhibit 4 1320
1.3 PROSECUTION OF WORK:
A. CONTRACTOR shall perform the Work in conformance with all surgical standards and follow the mandates required by the California Veterinary Medicine Practice Act (CVMPA). CONTRACTOR shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other contractors, consultants or agents;
B. CONTRACTOR shall not claim or be entitled to receive any compensation or damage because of the failure of CONTRACTOR, or its subcontractors, to have related services or tasks completed in a:timely manner; C. CONTRACTOR shall at all times enforce strict discipline and good order among CONTRACTOR's employees; and
D. CONTRACTOR, at its sole expense, shall pay all sales, :consumer, use or other similar taxes required by law.
1.4 COMPENSATION: CONTRACTOR's total compensation for the performance of all Work contemplated under this Agreement, will not exceed the annual budgeted sum of Twenty Thousand Dollars ($20,000.00) (hereinafter, the "Annual Not -to - Exceed Sum") during the Term of this Agreement,,unless such added expenditure is first approved by the City Council: In the event CONTRACTOR's charges are projected to exceed the Annual Not -to -Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONTRACTOR's performance pending CITY approval of any anticipated expenditures in excess of the Not -to -Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.
1.5 PAYMENT OF COMPENSATION: The Annual Not -to -Exceed Sum will be paid to CONTRACTOR in monthly increments over the Term of this Agreement. Following the conclusion of each calendar month, CONTRACTOR will submit to CITY an itemized invoice indicating,the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONTRACTOR's monthly compensation is a function of hours worked by CONTRACTOR's personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONTRACTOR in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONTRACTOR.
1.6 ACCOUNTING RECORDS: CONTRACTOR will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of 2 Exhibit 4 1321
three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.7 ABANDONMENT BY CONTRACTOR: In the event CONTRACTOR ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONTRACTOR will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONTRACTOR in the performance of this Agreement. Furthermore, CONTRACTOR will only be compensated for the reasonable value of the services, tasks and other'Work performed up to the time of cessation or abandonment, less a deduction for arty;, damages, costs or additional expenses which CITY may incur as a result of'CONTRACTOR's cessation or abandonment.
2.1 PM
2.3 PERFORMANCE OF AGREEMENT
Director of Recreation and C
Representative") to act as its repre:
The CITY Representative or their
purposes under this Agreement.
orders from anv oerson other than
►11CL'1to1 I M 'aVa19
act as its represi
"CONTRACTOR f
authority' to repre:
under this Agreei
supervise and dire
attention, and will
and procedures a
under this Agreem
notice to: CONTRf
CITY hereby designates Elizabeth Nava,
nunity Services (hereinafter, the "CITY
tatiue for the performance of this Agreement.
5ignee will act on behalf of the CITY for all
DNTRACTOR will not accept directions or
CITY Representative or their designee.
RESENTATIVE CONTRACTOR hereby designates TBD to
hive for the performance of this Agreement (hereinafter, resentative"). CONTRACTOR Representative will have full : and act on behalf of the CONTRACTOR for all purposes
it. CONTRACTOR Representative or their designee will
the, performance of the Work, using their best skill and responsible for all means, methods, techniques, sequences for the satisfactory coordination of all portions of the Work Notice to the CONTRACTOR Representative will constitute 'OR.
CONTRACTOR agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the CITY Representative at all reasonable times. All work prepared by CONTRACTOR will be subject to inspection and approval by CITY Representative or their designees.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONTRACTOR represents, acknowledges and agrees to the following:
A. CONTRACTOR will perform all Work skillfully, competently and to the 3 Exhibit 4 1322
highest standards of CONTRACTOR's profession.
B. CONTRACTOR shall at all times employ such force, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY's authorized representative.
C. CONTRACTOR will perform all Work in conformance with the standards of the California Veterinary Medicine Practice Act (CVMPA); D. CONTRACTOR will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.) CONTRACTOR shall be liable for all violations of such laws and regulations in connection with Services. If CONTRACTOR performs any work knowing it to be contrary to such laws, rules and regulations, CONTRACTOR shall be solely responsible for all costs arising therefrom; E. CONTRACTOR understands the nature: and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
F. All of CONTRACTOR's employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONTRACTOR; and
G. All of CONTRACTOR'$ employees and agents (including, but not limited to, subcontractors and consultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform "the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONTRACTOR will perform, at CONTRACTOR's own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONTRACTOR's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONTRACTOR's employees, agents, contractors, subcontractors and consultants. Such effort by CONTRACTOR to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the CITY Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that CITY's acceptance of any work performed by CONTRACTOR or on CONTRACTOR's behalf will not constitute a release of any 4 Exhibit 4 1323
deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONTRACTOR, including but not limited to the representation that CONTRACTOR possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONTRACTOR's profession.
2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONTRACTOR are material to CITY's willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONTRACTOR or on behalf of CONTRACTOR in the performance of this Agreement. In recognition of this interest, CONTRACTOR agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the, performance of any of CONTRACTOR's duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY's prior:written consent, any attempted assignment or transfer will be ineffective, null andvoid and will constitute a material breach of this Aareement.
2.6 SUBSTITUTION OF KEY PERSONNEL:; CONTRACTOR 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
2.7 CONTRACTOR may substitute other personnel of at least equal competence upon written approval of CITY In'' the event treat . CITY and CONTRACTOR 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 & timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONTRACTOR at the reouest of the CITY.
CONTRACTOR` The Work will be performed by CONTRACTOR or under CONTRACTOR's strict supervision. CONTRACTOR will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONTRACTOR on an independent contractor basis and not as an employee. CONTRACTOR reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONTRACTOR's competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY's confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONTRACTOR are not employees of CITY and will at all times be under CONTRACTOR's exclusive direction and control. CONTRACTOR will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.
CONTRACTOR will be responsible for all reports and obligations respecting such 5 Exhibit 4 1324
additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers' compensation insurance and the like.
2.8 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONTRACTOR's officers, employees, agents, contractors, subcontractors is determined by the CITY Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONTRACTOR, a threat to persons or property, or if any of CONTRACTOR's officers, employees, agents, contractors, subcontractors fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor will be promptly removed by CONTRACTOR and will not be reassigned to perform any of the Work.
2.9 COMPLIANCE WITH LAWS: CONTRACTOR will keep itself informed of and in compliance with all applicable federal, state or kcal laws to the extent such laws control or otherwise govern the performanceof the Work.. - CONTRACTOR's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations 'of the Federal Department of Housing and Urbanization.
2.10 NON-DISCRIMINATION: CONTRACTOR
opportunity employer and it shall not discrirt
employee or applicant for employment becau:
origin, handicap, ancestry, sex or age: Such n
not be limited to, all activities related to initial
transfer, recruitment or'recruitment advertising,
2.11 INDEPENDE
and agree
CONTRACT
and are not
CONT
CON
of its empioyees,,
all persons retail
express or implie
or °'liability of any
otherwise, unless
this Aareement or
ants that it is an equal
against any subcontractor,
ice, religion, color, national
.rimination shall include, but
ment, upgrading, demotion,
or termination.
ZACTOR STATUS: The Parties acknowledge, understand
-RACTOR and all persons retained or employed by
d will at all times remain, wholly independent contractors f cers, employees, departments or subdivisions of CITY. solely responsible for the negligent acts and/or omissions s, ,contractors, and subcontractors. CONTRACTOR and
employed by CONTRACTOR will have no authority,
bind CITY in any manner, nor to incur any obligation, debt I on behalf of, or against, CITY, whether by contract or i authority is expressly conferred to CONTRACTOR under
herwise expressly conferred by CITY in writing.
III.
INSURANCE
3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONTRACTOR will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONTRACTOR will procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liability Insurance: CONTRACTOR will procure and 6 Exhibit 4 1325
3.2 maintain Commercial General Liability Insurance ("CGL Coverage") as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Workers' Compensation Insurance/ Employer's Liability Insurance: A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONTRACTOR and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONTRACTOR in the course of carrying out the Work contemplated in this Agreement.
C. Errors & Omissions Insurance -.,,,For the full term of this Agreement and for a period of three (3) years thereafter, CONTRACTOR will procure and maintain Errors and Omissions' Liability Insurance appropriate to CONTRACTOR's profession. Such coverage will have minimum limits of no less than Two Million Dollars ($2,000;0100.00) per claim.
VETERANARIANS: Each veterinarian employed by CONTRACTOR shall procure and maintain IndivfdUal Professional liability Coverage ("Individual Coverage"), in the event the CONTRACTOR does not provide an employed veterinarian with a professional liability policy in the employed veterinarian's name. Such Individual Coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00), per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
3.3 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage will contain an endorsement naming the CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
3.4 REQUIRED. CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best's Insurance Guide, have an A.M. Best's rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor's rating of no less than BBB according to the latest published edition the Standard & Poor's rating guide. As to Workers' Compensation Insurance/ Employer's Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.
7 Exhibit 4 1326
3.5 PRIMACY OF CONTRACTOR'S INSURANCE: All policies of insurance provided by CONTRACTOR will be primary to any coverage available to CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers will be in excess of CONTRACTOR's insurance and will not contribute with it.
3.6 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONTRACTOR or CONTRACTOR's officers, employees, agents, or subcontractors from waiving the right of subrogation prior to a loss. CONTRACTOR hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers:
3.7 VERIFICATION OF COVERAGE: CONTRACTOR acknowledges, understands and agrees, that CITY's ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY's financial well-being and, indirectly, the collective well-being of the residents of the CITY.
Accordingly, CONTRACTOR warrants, , represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on farms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed,by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONTRACTOR's commencement of any Work. Upon CITY's written request, CONTRACTOR will also provide CITY with certified copies of all required insurance policies and endorsements.
3.8 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or. CITY will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, CITY may cancel this Agreement effective upon notice,
3.9 SPECIAL RISKS OR CIRCUMSTANCES. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
IV.
INDEMNIFICATION
4.1 The Parties agree that CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the "CITY Indemnitees") should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or in any way related to the performance of this a
Exhibit 4 1327
Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONTRACTOR acknowledges that CITY would not enter into this Agreement in the absence of CONTRACTOR's commitment to indemnify, defend and protect CITY as set forth herein.
Notwithstanding the foregoing, to the extent CONTRACTOR's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONTRACTOR.
CONTRACTOR's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents or volunteers.
4.2 To the fullest extent permitted by law,
harmless and defend the CITY Indemni
damage, expense, cost (including witho
expert fees and all other costs, and fees +
or in connection with CONTRACTOR'
failure to comply with any of its obligatic
such loss or damage which is caused by
of the CITY.
4.3 CITY shall have the right to offset ac
CONTRACTOR under this Agre
CONTRACTOR as a result of CONT
for any costs associated with CONT
Indemnitees under this Article or re
pay taxes on 'amounts received pu
applicable workers' compensation le
CONTRACTOR shall indemnify, hold
,es from and against all liability, loss,
limitation reasonable attorneys' fees,
litigation) of every nature arising out of
>erformance of work hereunder or its
s contained in this Agreement, except
ie sole negligence or willful misconduct
the amount of any compensation due to
t, any amount due to CITY from
'OR's failure to either pay CITY promptly
OR's 'obligations to indemnify the CITY
to CONTRACTOR's failure to either (i)
t to this Agreement or (ii) comply with
4.4 The obligations of -CONTRACTOR under this Article will not be limited by the prquisiohs' 'of any workers' compensation act or similar act. CONTRACTOR expressly waives its statutory immunity under such statutes or laws as to CITY and CITY's elected and appointed officials, officers, employees, agents, and
4.5 CONTRACTOR agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. In the event CONTRACTOR fails to obtain such indemnity obligations from others as required herein, CONTRACTOR agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY's elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR's subcontractors or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees 9 Exhibit 4 1328
incurred by counsel of CITY's choice.
4.6 CITY does not and shall not waive any rights that it may possess against CONTRACTOR because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.
4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity,
612 111 V LTAI1►MAN 11010MTJ1II:1
5.2 V.
Agreement at any time for convenienCE
notice of CITY's intent to terminate this
effective date of such termination
CONTRACTOR will be compensate,
been performed by CONTRACTOF
CONTRACTOR may not terminate
under Section 5.2, below. If this Agri
may require CONTRACTOR to prom
Data, as defined in Section 6.1 belo
by CONTRACTOR in connectic
CONTRACTOR will be required to pi
(15) calendar days of C ITY's, written
venien
on tha oat of C
may immediately'' terminate this
d with
Upon s
only for th
ue to the
it cause by giving prior written
which notice shall specify the
termination for convenience,
services and tasks which have
sctive date of the termination.
Agreement except for cause as provided
ent is terminated as provided herein, CITY
all finished or unfinished Documents and
ind other information of any kind prepared
with the performance of the Work.
1e such Documents and Data within fifteen
to
rict CITY's ability
nder this Section.
No actual or asserted breach of this
Section 5.2, below, will operate to
to terminate this Agreement for
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default") will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.213 and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the 10 Exhibit 4 1329
applicable cure period or any extended cure period allowed under this Agreement.
B. CONTRACTOR will cure the Event of Default within the following time periods:
Within ten (10) business days of CITY's issuance of a Default Notice for any failure of CONTRACTOR to timely provide CITY or CITY's employees or agents with any information and/or written reports, documentation or work product which CONTRACTOR is obligated to provide to CITY or CITY's employees or agents under this Agreement.
Prior to the expiration of the 10-day cure period, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR has commenced efforts to cure the Event of Default and that the Event of' Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under,this, Section 5.2B.i. that exceeds seven (7) calendar days from the end ofthe initial 10-day cure period;'or ii. Within fourteen (1 q
Notice for any other
expiration of the 1
written request for <
showing that CONT
of Default and that
calendar
vent of D
within the 14-day cure perio
be under no obligation to gr
of Default under this Sectio
days from the end of the initi
days of CITY's issuance of a Default
efault under this Agreement. Prior to the
period, 'CONTRACTOR may submit a
'me to cure the Event of Default upon a
fas commenced efforts to cure the Event
of Default cannot be reasonably cured
The foregoing notwithstanding, CITY will
t additional time for the cure of an Event
5.2B.ii that exceeds thirty (30) calendar
14-day cure period.
In addition to any other failure on the part of CONTRACTOR to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONTRACTOR will include, but will not be limited to the following: (i) CONTRACTOR's refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) CONTRACTOR's failure to fulfill or perform its,obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONTRACTOR's and/or its employees' disregard or Violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONTRACTOR, whether voluntary of involuntary; (v) CONTRACTOR's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY's discovery that a statement representation or warranty by CONTRACTOR relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY will cure any Event of Default asserted by CONTRACTOR within forty- 11 Exhibit 4 1330
five (45) calendar days of CONTRACTOR's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY's failure to timely pay any undisputed sums to CONTRACTOR as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONTRACTOR's Default Notice to CITY.
D. CITY, in its sole and absolute discretion, may also immediately suspend CONTRACTOR's performance under this Agreement pending
CONTRACTOR's cure of any Event of Qefault''by giving CONTRACTOR written notice of CITY's intent to suspend CONTRACTOR's performance (hereinafter, a "Suspension Notice"). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONTRACTOR will be compensated only for those services and tasks which have been rendered by CONTRACTOR to the reasonable satisfaction of CITY up to the effective data of"the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY's ability, to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or' breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach.
No waiver, benefit, privilege, or'service voluntarily given or performed by a Party, will give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and,remedies:l available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this'Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONTRACTOR, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONTRACTOR, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONTRACTOR's breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy. 12 Exhibit 4 1331
CONTRACTOR will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY's exercise of its remedies under this Agreement.
G. In the event CITY is in breach of this Agreement, CONTRACTOR's sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONTRACTOR under this Agreement for completed services and tasks.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty ai requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides' that it will survive the termination or normal expiration of this Agreement.
6.1 DOCUMENTS° & DATA;; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term "Documents and Data" means and includes all reports, analyse, correspondence, plans;designs, notes, summaries, strategies, charts, schedules, ,spreadsheets, calculations, lists, data compilations, documents or ether materials developed and/or assembled by or on behalf of CONTRACTOR in the performance of this Agreement and fixed in any tangible medium of expression, in but not limited to Documents and Data stored digitally, magnetically and/or electronically: This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights; designs; 'and other intellectual property embodied in all Documents and Data. CONTRACTOR will require all subcontractors working on behalf of CONTRACTOR in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor as applies to Documents and Data prepared by CONTRACTOR in the performance of this Agreement.
6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONTRACTOR or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONTRACTOR without prior written consent by CITY. CITY will grant such consent of disclosure 13 Exhibit 4 1332
as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONTRACTOR will not use CITY's name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONTRACTOR warrants and represents that neither CONTRACTOR nor any person who is an officer of, in a managing position with, or has an ownership interest in CONTRACTOR has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
CONTRACTOR:
Norwalk Animal Hospital
11834 Firestone Blvd.
Norwalk, CA 90650
Attn: TBD
Phone: (562) 386-8873
CITY:
City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, CA 90201
Aftn: Elizabeth Nava, Director of
Recreation and Community
Services:
Phone: (562) 806-7700
Such notices will be deemed effective when personally delivered or successfully transmitted,by; facsimile as' evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another and will take any,additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING; CONTRACTOR will not subcontract any portion of the Work required: by, this Agreement, except as expressly stated herein, without the prior written approval df' CITY. Subcontracts (including without limitation subcontracts with subcontractors), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
6.7 CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONTRACTOR.
6.8 PROHIBITED INTERESTS: CONTRACTOR warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona 14 Exhibit 4 1333
fide employee working solely for CONTRACTOR, to solicit or secure this Agreement. Further, CONTRACTOR warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will 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, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
6.10 GOVERNING LAW AND VENUE: This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be: tried exclusively in federal court, venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.
6.11 ATTORNEYS' FEES: If either Party, commences an action against the other Party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys'`fees and all other costs of such action.
6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assign'of'the Parties.
6.13 NO-THIRD=PARTY .BENEFIT: There are no intended third -party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Aareement inure exclusiuelv.to the Parties.
6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favorof'' or against, either Party but will be construed as if the Parties prepared this Agreement together, through a process of negotiation and with the advice of their respective attorneys.
6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.
6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.
15 Exhibit 4 1334
6.17 CAPTIONS: The captions of the various articles, sections 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.
6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibit(s) attached hereto, the provisions of this Agreement will control.
6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibit(s), constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONTRACTOR prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section
6.16, above.
6.20 FORCE MAJEURE: The Completion Date shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONTRACTOR and without the fault or negligence of. CONTRACTOR,, including but not limited to severe weather, fires, earthquakes, ' floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY, if the CONTRACTOR shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative's determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONTRACTOR be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONTRACTOR's sole remedy being extension of the Agreement pursuant to this Section.
6.21 COUNTERPARTS: This Agreement will be executed in three (3) original counterparts each of which will be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section
6.16, above. One fully executed original counterpart will be delivered to CONTRACTOR and the remaining two original counterparts will be retained by CITY.
(SIGNATURES ON NEXT PAGE)
16 Exhibit 4 1335
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CITY OF BELL GARDENS: NORWALK ANIMAL HOSPITAL:
in
Name:
Title:
Date:
APPROVED AS TO FORM:
in
Stephanie Vasquez,
By:
17 Exhibit 4 1336
EXHIBIT "A"
Scope of Work
Contractor shall provide spay/neuter services and related veterinary medical services for cats only, as described herein; provide all staffing, equipment, and supplies; obtain all permits, licenses, and registrations required to perform the services; and coordinate with City staff to provide these services, as follows:
A. Surgical Sterilizations
Contractor shall use its best efforts to perform timely surgeries on every cat provided to the Contractor by the City and/or City residents and the Contractor shall document timely performance in the manner and as requested by the City, The Contractor will perform:
1. Spay and neuter surgeries on qualified cats. City reserves the right to send cats to other veterinarians in the event that Contractor is unable to accommodate all of the City's spay/neuter needs'.
Contractor shall accept all City vouchers for the service.
2. Pre -surgical physical examinations on all surgical candidates to determine if the cat is qualified for surgical treatment.
3. Other ancillary medical procedures associated with surgical sterilizations, according to the provisions outlined below:
a. Contractor will conform to all surgical standards as required by the California Veterinary Medicine Practice Act (CVMPA).
b. Cats deemed unfit or unhealthy by a veterinarian may be rejected for surgical sterilization.
c. Cats that are pregnant, in estrus, cryptorchid, or have any other medical condition outside the scope of a healthy animal sterilization, may be surgically sterilized at the discretion of the Contractor's veterinarian. d, Owners of older cats that may require pre -surgical, geriatric blood screening shall be referred to a private veterinarian prior to sterilization. e. If during surgery, the cat is discovered to be already sterilized, the same fee that would have been charged for a standard sterilization shall be charged.
B. Release of Animals
All cats shall be released to pet owners or adopters with post -operative instructions, including emergency telephone numbers. Should complications occur, Contractor shall retain responsibility and care for the animal until the complication is abated.
C. Scheduling of Surgical Sterilizations
Contractor shall schedule surgeries as nearly as possible in the order in which all cat owners contact Contractor for appointments. Contractor shall schedule surgeries utilizing 18 Exhibit 4 1337
their normal surgery schedule and shall not restrict the services provided under this Agreement to fewer days and/or more limited times than Contractor schedules surgeries unrelated to this Agreement. Contractor shall notify City whenever Contractor is unable to schedule surgery within 30 days of Contractor's first contact with a cat owner desiring a surgery.
D. Operational Requirements
1. Maintaining a Written Protocol of Procedures. Contractor shall maintain at all times an approved written protocol detailing all procedures, including, but not limited to animal handling, anesthesia surgery guidelines, and drug inventory.
This protocol must be available for review and approval by the City at the inception of this Agreement and at all times during its term.
2. Days and Hours of Operation. Cont
services during regular business hours
to mutual agreement between Contra,
posted, clearly visible to the public. Cor
of operation without prior written appro)
announced to the public no less thar
become effective.
Contractor must notify City o
calendar days before the closu
view. In the event that the Cbf
may retain the temporary se
perform surgeries in the abse
City approval.
ctor shall provide spay and neuter
rid days of operation, shall be subject
)r and City and shall be prominently
actor may not change hours and days
I from the City; such changes must be
;even,(7) calendar days before they
Bd closures no less than fourteen (14)
rust post notice of said closure for public
s veterinarian will be absent, Contractor
7f an alternate licensed veterinarian to
the Contractor's veterinarian, subject to
Contractor will contact the City Representative as soon as possible if the Contractor needs to close unexpectedly and will use best efforts to take such action as reasonable to keep the Contractor open with replacement staff.
Equipment and Supplies. Contractor shall obtain, at its own expense, all equipment and supplies 'to be used in the performance of the services, including all medical supplies, medicines, cleaning agents, tools, anesthesia machines, autoclaves, and any other necessary tools, instruments, supplies, andequipment. Contractor shall maintain in good working order, at its own expense, all equipment used in the performance of the services, and shall ensure that repairs or replacement of equipment does not unreasonably interrupt its services.
4. Cost of Supplies, Services, and Personnel. The cost of setting up, staffing, maintaining, and performing services under this Agreement shall be the Contractor's sole responsibility.
5. Licenses and Permits. Contractor shall obtain at its own expense, the following licenses and permits:
19 Exhibit 4 1338
a. A current Veterinary Premise License, naming the Contractor's veterinarian as the Managing Licensee, as required by the California Veterinary Medical Board.
b. A current Veterinarian License for the Contractor's veterinarian(s), as required by the California Veterinary Medical Board.
c. A Controlled Substance Registration Certificate, as required by the U.S.
Department of Justice, Drug Enforcement Administration (DEA). d. All other necessary permits to operate the Clinic, including current licenses from the Board of Consumer Affairs, and any other regulatory agencies requiring licensure.
All licenses requiring display will be displayed in a designated area as prescribed by law. Copies shall be provided to the City. Contractor shall maintain all licenses and permits current throughout the term of this Agreement and shall not begin services under this, Agreement until such licenses and permits are obtained.
6. Hazardous Waste Disposal. As USE
waste" shall mean hypodermic nee+
for disposal of hazardous waste, at i
E. Definitions
1. "Neuter" shall mean "surgical ca:
2. "Spay" shall mean "ovariohyster(
3. "Sterilization" and "surgery" refE
animal. All sterilization'shall incl
(b) all vaccines and anesthesia t
or before surgery, (c) all after-ca
infections, and other normal pro
rega
this Agreement, the t
Contractor will be so
"hazardous
responsible
the surgical spaying or neutering of an
(a) a physical examination of the animal,
Contractor requires during hospitalization
icluding suture removal, licking problems,
Tres. However, if the owner is grossly or
surgery aftercare, Contractor may charge
zo
Exhibit 4 1339