HomeMy WebLinkAboutCC AG PKT 2011-09-12 #FpF SEA('e
J F
AGENDA STAFF REPORT
DATE: September 12, 2011
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Sean P. Crumby, Assistant City Manager /Public Works
SUBJECT: AMENDMENT NO 1 TO THE AGREEMENT FOR THE
ANIMAL SHELTER OPERATION
SUMMARY OF REQUEST:
That the City Council adopt Resolution No. 6180 amending the agreement for the
Animal Shelter Operation to allow installation of a camera surveillance system on
the City's Maintenance Facility.
BACKGROUND AND ANALYSIS:
In September 2004, the City of Seal Beach and Friends of Seal Beach Animal
Care Center (Friends), located at 1770 Adolfo Lopez Drive, entered into an
animal shelter operation agreement.
Recently, the Friends informed the City of random acts of animals being dropped
off in front of the shelter during non business hours. Many of the drop offs occur
during the nighttime hours, which is untraceable for staff to contact the owner.
These random acts have now been occurring more frequently.
In order to investigate such acts, Friends desires to install a new security camera
surveillance system in front of the City Maintenance Facility located at 1776
Adolfo Lopez Drive.
As part of the amendment to the existing agreement, the City shall review the
surveillance system and upon approval allow installation. City will allow a new
conduit to connect to existing facility to provide electricity for the surveillance
system. Friends will maintain the surveillance system and be responsible to
receive and review all materials from the surveillance system.
ENVIRONMENTAL IMPACT:
There is no Environmental Impact related to this item.
Agenda Item F
LEGAL ANALYSIS:
The City Attorney has reviewed and approved Amendment No. 1 to the
agreement for the Animal Shelter Operation.
FINANCIAL IMPACT:
There is a minimal financial impact to this item. The financial impact is for energy
cost to power the proposed camera, which is minimal.
RECOMMENDATION:
It is recommended the City Council adopt Resolution No. 6180 amending the
agreement for the Animal Shelter Operation to include a camera surveillance
system.
I T BMITED BY:
Sean P. Crumby
Assistant City Manager /Public Works
NOTED AND APPROVED:
4 R. Ingram, Ci anager
Prepared by: Michael Ho, City Engineer
Attachments:
A. Resolution No.6180
B. Amendment No. 1 to Agreement for the Animal Shelter Operation
C. Original Agreement for Animal Shelter Operations dated September 27, 2004
Page 2
RESOLUTION NUMBER 6180
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING AMENDMENT NO. 1 TO THE AGREEMENT FOR
THE ANIMAL SHELTER OPERATION BETWEEN THE CITY AND
FRIENDS OF SEAL BEACH ANIMAL CARE CENTER
THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:
Section 1. The City Council hereby approves that certain Amendment No. 1 to
the Agreement for the Animal Shelter Operation between the City of Seal Beach
and Friends of Seal Beach Animal Care Center. (add - Section 25. Camera
System)
Section 2. The City Council hereby authorizes and directs the City Manager to
execute the amendment on behalf of the City.
Section 3. The City Clerk shall certify to the passage and adoption of this
resolution.
PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a
regular meeting held on the 12th day of September 2011 by the following vote:
AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
ATTEST:
Mayor
City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the
foregoing resolution is the original copy of Resolution Number 6180 on file in
the office of the City Clerk, passed, approved, and adopted by the City Council at
a regular meeting held on the 12th day of September- 2011.
City Clerk
FIRST AMENDMENT TO AGREEMENT
FOR ANIMAL SHELTER OPERATION
Between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
O
Friends of Seal Beach Animal Care Center, Inc.
1700 Adolfo Lopez Drive
Seal Beach, CA 90740
(562) 430 -4993
THIS FIRST AMENDMENT TO AGREEMENT FOR ANIMAL SHELTER
OPERATION ( "Amendment ") is entered into on September 12, 2011 by and
between the City of Seal Beach ( "City "), a California charter city, and Friends of
Seal Beach Animal Care Center, Inc. ( "Friends "), a California public benefit
corporation, (each a "Party," and collectively, "the Parties ").
RECITALS
A. City and Friends are Parties to an Agreement for Animal Shelter
operation dated December 1, 2004 ( "Agreement ").
B. The Parties mutually desire to amend the Agreement in the manner
provided herein.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree as
follows.
FIRST AMENDMENT
1. The Agreement is hereby amended by the addition thereto of a new
Section 25 to read as follows:
"SECTION 25. Camera System. Friends shall install a
security camera surveillance system on City property in a location
adjacent to the animal shelter approved by the City. City shall
review the proposed surveillance system and upon City approval,
permit installation, including an electrical conduit to provide
electricity for the surveillance system. Friends shall maintain the
surveillance system in good working order, monitor the records
produced by it, and shall be solely responsible for its maintenance,
upkeep, and repair."
2. Except as expressly amended by this Amendment, all other terms,
conditions, and covenants of the Agreement shall remain in full force and effect.
3. The persons executing this Amendment on behalf of the Parties
warrant that they are duly authorized to execute this Amendment on behalf of
said Parties and that by their execution, the Parties are formally bound to the
provision of this Amendment.
2of3
S7296 -0001 \1390391 Q.doc
IN WITNESS WHEREOF, the Parties hereto, through their respective
authorized representatives have executed this Amendment as of the date and
year first above written.
CITY OF SEAL BEACH
0
Jill R. Ingram, City Manager
Attest:
FRIENDS OF SEAL BEACH
ANIMAL CARE CENTER, INC.
By: ku'
Dee Carey, Member 9f the
Board of Directors
0
Linda Devine, City Clerk
Approved as to Form:
IN
Quinn Barrow, City Attorney
Karen Palmer, President
3 of 3
S7296- 0001 \1390391v2.doc
AGREEMENT FOR ANIMAL SHELTER OPERATION
The Agreement (hereinafter "Agreement ") is effective as of this 1st day of
December, 2004, by and between the City of Seal Beach ( "City ") and Friends of Seal Beach
Animal Care Center, Inc. ( "Friends ") a California Public Benefit Corporation.
WITNESSETH:
WHEREAS, City has previously contracted with Friends to shelter animals for
the City on certain property located in the City of Seal Beach, more fully identified in Exhibit
"A" hereto ( "the property " ); and
WHEREAS, City would like to continue its contractual relationship with Friends
by entering into Agreement this providing for the Friends to shelter animals for the City; and
WHEREAS, Concurrently with this Agreement, the Redevelopment Agency of
the City of Seal Beach ( "Agency ") has sold the property to Friends, contingent upon Friends
using the property to shelter animals; and
WHEREAS, The property shall revert to the Agency, in the event the property is
no longer used as an animal shelter; and
WHEREAS, Nothing in this Agreement shall be construed to preclude Friends
from applying for all necessary entitlements to add kennels for commercial use.
NOW THEREFORE, the patties hereby agree as follows:
SECTION ]. Term. This Agreement shall remain in effect unless and until it is
terminated pursuant to Section 6.
SECTION 2. Services. Friends shall perform the following functions pursuant
to this Agreement:
A. Maintain suitable quarters for a "no kill" animal shelter.
B. Maintain and shelter animals entrusted to Friends by City.
C. Maintain kennels.
D. Provide public services including:
(1) Arrange for reasonable and customary emergency veterinary
services as appropriate,
(2) Quarantine all impounded animals in a separate area for a
minimum of 96 hours.
S7296-0001%787786v l .doc
(3) Issue animal licenses on behalf of the cities of Long Beach and
Sea] Beach.
(4) Issue Arbor Dog Park permits on behalf of Seal Beach.
(5) Host a minimum of one rabies/licensing clinics a year.
(6) Provide to the City on a monthly basis a computer print out
itemizing all Seal Beach Animal licenses issued.
(7) Contract with a mutually agreed upon veterinarian for initial
treatment of animals picked up by Long Beach Animal Control.
CP
(8) Comply with, cooperate and support all conditions of City's
agreement with Long Beach regarding animal control services.
(9) Maintain and assure accessibility to Long Beach Animal Control
one run for animals picked up by Long Beach.
(10) Transport animals to and from the Long Beach Facilities in the
event the Animal Care Center fails to have available space.
SECTION 3. Rules and Regulations for Shelter Operations. Friends shall
formulate rules and regulations for the operation of the animal shelter which shall be submitted
to City Manager for review and comment no less than ninety (90) days after the effective date of
this Agreement. Such rules shall be consistent with all applicable laws and with the standard of
care for the operation of animal shelters. The parties hereby agree to the following restrictions on
Shelter operations:
A. Friends may not cause or permit more animals to be housed in the shelter
than can be accommodated under the requirements of the Seal Beach Animal Control Ordinance
(SBCC Chapter 3; Article 3) and other applicable local, state and federal regulations.
B. No impounded animal entrusted to Friends by City for the period specified
in Chapter 3, Section 3 -10.18 may be released from the Shelter, for adoption or otherwise,
without the written consent of Chief of Police or his or her designee.
C. Any impounded animal entrusted to Friends by City shall be transferred to
the control of the Long Beach animal control officer, or such other person as the City may
designate, promptly upon the chief animal control officer's request for such transfer.
D. On an annual basis, Friends shall provide to the City a copy of the
schedule of charges and fees for services. In no event, shall Friends increase the fee for shelter
of animals in any 12 -month period more than 5 percent.
SECTION 4. Compensation. In exchan for the services identified in this
Agreement, City shall pay Friends $750.00 on the first of each month, commencing January 1,
57296 -000 R787786v I .doc -2-
2005, for a total of $9,000.00 each year. In addition, on or before January of each year,
commencing in January 2005, City shall pay Friends an annual charge of $1,000 to cover the
cost of emergency medical treatment for animals picked up by Long Beach Animal Control. In
no event shall the total yearly compensation paid by the City to Friends exceed $10,000.
SECTION 5. City's Rights of Inspection. City's chief animal control officer
shall have the right to enter the property at reasonable times for purposes of inspection.
SECTION 6. Termination. Notwithstanding any other provision of this
Agreement, this Agreement shall terminate upon the use of the property for purposes other than
animal control. Further, either party may terminate this Agreement upon two years written
notice. Upon the effective date of termination, Friends shall be relieved of its duty to provide the
services outlined in this Agreement.
SECTION 7. City's Remedy for Default by Friends. The parties hereby
acknowledge that it is imperative that City be empowered to prevent a lapse in management of
the shelter. Therefore, City may withhold portions or the entirety of any available funding,
and/or, in its discretion and without obligation to do so, regain control of property and assume
control and operation of the shelter, if any of the following events occur:
A. The Agreement terminates as provided in Section 6 hereof.
B. Friends ceases to operate the shelter. Friends shall be deemed to have
ceased to operate the shelter if it is not open and able to provide the services contemplated by
this Agreement on 7 or more consecutive days.
C. Friends fails to remedy any breach of the terms of this agreement within
ninety (90) days of written notice by City of such breach.
D. Friends loses its nonprofit status under either Federal or State law or
allows its corporate existence to lapse.
SECTION 8. Reports. Friends shall file with City an annual written report,
including a summary of activities carried out during the prior year, a description of the specific
activities, which Friends expects to carry on during the following year, and a statement of
Friends' financial position. Said report shall be filed with the City Manager of City no later than
the 90 days after the conclusion of the Friends' fiscal year. Failure to file the required report shall
entitle City to terminate the Agreement.
SECTION 9. Audit Report. At the option of City, Friends shall provide City
with the report of independent certified public accountants covering the financial transactions of
Friends for the preceding fiscal year. If such report is requested by city, then such report shall be
filed no later than ninety (90) days after such request is made. Failure to file the required report
shall entitle City to withhold portions or the entirety of any available funding, and/or, to
terminate the Agreement.
SECTION 10. Waste, Nuisance and Illegal Acts. Friends shall not commit or
suffer to be committed any waste or nuisance upon the property, or commit or permit any illegal
57296 -0001 %787786v l .doc -3-
activities on the property. Friends, its employees, volunteers, licensees and guests shall comply
with: all provisions of the Seal Beach Municipal Code and applicable provisions of state and
federal law; any applicable rule or regulation of the entity with whom the City may contract for
animal control services; and all local, state and federal regulations for the operation of a kennel
or animal shelter.
SECTION 11. Inurement. This A and each and every covenant,
condition and term herein, shall be binding upon and inure to the benefit of, the parties hereto,
and their successors and assigns.
SECTION 12. Severability. If any term, condition or covenant of this
Agreement, or the application thereof to any person or circumstance, shall be invalid or
unenforceable, the remainder of this Agreement, other than those terms, conditions, or covenants
held invalid or unenforceable, shall be unaffected thereby and shall be enforced to the fullest
extent permitted by law.
SECTION 13. Insurance. Friends (and its successors and assigns) shall comply
with the following provisions:
A. Friends shall obtain and maintain commercial broad form general public liability
insurance (insuring against claims and liability for bodily injury, death, or property damage
arising from the construction, use, occupancy, condition, or operation of the Property). Such
general public liability insurance shall each provide coverage of no less than $1,000,000 per
occurrence and combined general aggregate protection of at least $2,000,000. The commercial
general liability insurance shall be in the form of the Insurance Services Office policy form CG
00 01 and the policy liability amount limits shall not apply to defense costs.
B. Friends shall also obtain and maintain Business Auto Coverage on ISO Business
Auto Coverage form CA 00 01 including symbol 1 (Any Auto). Limits shall be no less than
$1,000,000 per accident, combined single limit. If Friends owns no vehicles, this requirement
may be satisfied by a non -owned auto endorsement to the general liability policy described
above. If Friends or its employees will use personal autos, Friends shall provide evidence of
personal auto liability coverage for each such person.
C. Friends shall also obtain and maintain Workers Compensation on a state- approved
policy form providing statutory benefits as required by law with employers liability limits no less
than $1,000,000 per accident for all covered losses.
D. Before commencement of any work by Friends on any portion of the Property,
Friends shall obtain and maintain in force until completion of such work (i) "all risk " builder's
risk insurance with a combined single limit of at least $2,000,000, including coverage for
vandalism and malicious mischief, in a form and with a company reasonably acceptable to the
Agency, and (ii) workers' compensation insurance covering all persons employed by Friends in
connection with work on the Property, or any portion thereof. Such builder's risk insurance shall
cover improvements in place and all material and equipment at the job site furnished under
contract, but shall exclude contractors', subcontractors', and construction managers' tools and
equipment and property owned by contractors' and subcontractors' employees.
S7296- 00011787786v Ldoc -4-
E. Friends shall also furnish or cause to be furnished to the Agency evidence
satisfactory to the Agency that any contractor with whom it has contracted for the performance
of work on the Property or otherwise pursuant to this Agreement carries workers' compensation
insurance as required by law, commercially reasonable liability insurance and commercially
reasonable vehicle liability coverage.
F. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements, shall provide coverage at least as broad as specified for the underlying coverages.
Any such coverage provided under an umbrella liability policy shall include a drop down
provision with a maximum $25,000 self - insured retention for liability not covered by primary but
covered by the umbrella. Coverage shall be pay on behalf, with defense costs payable in
addition to policy limits. There shall be no cross liability exclusion precluding coverage for
claims or suits by one insured against another. Coverage shall be applicable to City and Agency
for injury to employees of any contractor, subcontractors or others involved in any work on the
Property. The scope of coverage provided is subject to approval of Agency following receipt of
proof of insurance as required herein.
G. With respect to each policy of insurance required above, Friends and each of
Friend's general contractors shall furnish to the Agency an insurance certificate on the insurance
carrier's form setting forth the general provisions of the insurance coverage (as well as a copy of
each insurance policy promptly upon receipt by Friends). Friends shall furnish required
certificate prior to commencement of any work.
H. All such policies required by this Section shall be issued by responsible insurance
companies licensed to do business in California with an A.M. Best's rating of no less than A:
V11I, be primary and noncontributing, shall be nonassessable and shall contain language to the
effect that (i) the policies cannot be canceled or materially changed except after thirty (30) days'
written notice by the insurer to the Agency by certified mail, and (ii) the Agency shall not be
liable for any premiums or assessments. All such insurance shall have deductibility limits which
shall be commercially reasonable. There shall be no cross liability exclusion for claims or suits
by one insured against the other. Such insurance policy(s) shall name the City and the Agency
and their elected officials, council members, board members, officers, employees, consultants,
independent contractors, attorneys and servants as additional insureds.
I. Each policy of insurance required above shall include a waiver by the insurer of
all rights it may have to be subrogated to rights against Agency (or its elected officials, council
members, board members, officers, employees, agents and representatives) in connection with
any insured loss, and Friends hereby waives any rights it may have against such persons or
entities in connection with matters covered by insurance.
SECTION 13. Independent Contractor. Friends shall act hereunder as an
independent contractor. This Agreement shall not, and is not intended to, constitute Friends as an
agent, servant, or employee of City and shall not and is not intended to create the relationship of
partnership, joint venture or association between City and Friends.
SECTION 14. Indemnity. Friends agrees to defend, indemnify and hold
harmless City, its officers, agents and employees from and against any and all losses, liability or
37296 -0001 \787786v r.doc -5-
expense, including defense costs and legal fees, and claims for damages of any nature
whatsoever, including but not limited to, bodily injury, death, personal injury, or property
damage arising from or connected with Friends' operations or services hereunder except to the
extent such losses, liabilities or expense are caused solely and exclusively by the gross
negligence or intentionally wrongful acts of the Agency or the City.. The Friends agrees that
City will have the right to choose its counsel in the event of suit.
SECTION 15. Limitation on Liability. Except for city's intentionally wrongful
or grossly negligent conduct, Friends hereby agrees that City will not be liable for any injury
caused by Friends' activities or for damage to the property of Friends, Friends' employees,
agents, contractors, or invitees, customers or any other persons in or about the property; nor shall
City be liable for injury to the person of Friends' employees, volunteers, agents, contractors, or
invitees, whether such damage or injury is caused by or results from tire, steam, electricity, gas,
water, rain or from breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether such
damage results from conditions arising upon the property or upon or from any other sources or
places.
SECTION 16. Notices. All notices pursuant to this Agreement shall be given by
personal service or by depositing the written notice in the custody of the United States Postal
Service or its lawful successor, postage prepaid, addressed as follows:
To Seal Beach: With a courtesy copy to:
City Manager Quinn N. Barrow
City of Seal Beach Richards, Watson & Gershon
211 8th Street 355 South Grand Ave., 40th Floor
Seal Beach, CA 90740 Los Angeles, CA 90071
To Friends of Seal Beach Animal Care Center:
President of the Friends of Seal Beach Animal Care Center
1700 Adolfo Lopez Dr.
Seal Beach, CA 90740 -5605
Notice shall be deemed to have been received as of the date of personal service,
the day a facsimile copy has been received, or three calendar days following the date of deposit
of the same, postage prepaid, in the custody of the United States Postal Service.
SECTION 17. Assignment Prohibited. Friends shall not assign, delegate,
transfer or hypothecate this Agreement or any interest therein, directly or indirectly, by operation
of law or otherwise, without the prior written consent of City. Any attempt to do so without such
consent shall be null and void and confer no right on any third party.
SECTION 18. Amendments or Moditications. Except as provided herein, this
Agreement may be amended or modified only by the written agreement of the parties.
57296- 0001 %787786v I .doc -6-
SECTION 19. Attorneys' Fees. Should any dispute under this Agreement lead
to litigation, the prevailing party shall be entitled to actual attorneys' fees and costs incurred for
the prosecution of the action.
SECTION 20. Waiver of Breach. No breach of any provision of this Agreement
can be waived unless in writing. Waiver of any one breach of any provision shall not be deemed
to be a waiver of any other breach of the same or any other provision of this Agreement.
SECTION 21. Covenants and Conditions. Each provision of this Agreement
performable by Friends shall be deemed both - a covenant and a condition.
SECTION 22. Integration. This Agreement constitutes the entire agreement
between the parties as to the operation of the animal shelter. Any prior agreement under which
Friends operated the animal shelter is hereby superceded by this Agreement.
SECTION 23. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
SECTION 24. Conflict of Interest. Friends hereby warrants for itself, its
officers, employees, and agents that those persons presently have no interest and shall not obtain
any interest, direct or indirect, which would conflict in any manner with the performance of the
services contemplated by this Agreement. No person having such a conflicting interest shall be
employed by or associated with Friends in connection with the provision of services under this
Agreement. Friends hereby warrants for itself, its officers, employees, and agents that no such
person shall engage in any conduct which would constitute a conflict of interest under any City
ordinance or state or federal law.
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly
authorized representatives to execute this Agreement on the dates set forth below.
City of Seal Beach
Friends of Seal Beach Animal Care
Center, Inc.
By: 4 /--
MayorPaul fost
Date: C? —a 7 —0 C/
Attest:
By: aAo-t
Name: arras ( e.r
Title: Pre -6.1e s, - L
Date: zg 4
S7296 -M 11787786v I .doc -7-
City Clerk Linda D vine
Date: Y,A7-oq
Approved as to Form:
By:
ity Attorney Quinn M. Barrow
57296- 0001 %787786vl.doc -8-