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HomeMy WebLinkAboutAGMT - WAGS (Animal Care and Shelter)AMENDED AND RESTATED AGREEMENT for Animal Shelter Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Westminster Adoption Group and Services ("WAGS") 6621 Westminster Boulevard Westminster, CA 92683 (714) 887-6156 This Amended and Restated Agreement for Animal Shelter Services ("the Agreement') is made as of July 1, 2025 (the "Effective Date"), by and between WESTMINSTER ADOPTION GROUP AND SERVICES ("CONTRACTOR"), a California non-profit public benefit corporation, and the City of Seal Beach ("CITY"), a California charter city, (collectively, "the Parties"). RECITALS A. CITY and CONTRACTOR are parties to an agreement entered into on June 26, 2023, as amended by Amendment No. 1, dated July 22, 2024, pursuant to which CONTRACTOR provides Animal Shelter Services to CITY. The June 26, 2023 agreement and Amendment No. 1 are collectively referred to as the "original agreement." B. The original agreement provides for an initial term of two years extending from July 1, 2023 through June 30, 2025, and further provides that CITY may elect to exercise an option to renew the agreement for up to three additional one-year extensions. C. CONTRACTOR has extensive experience providing Animal Shelter Services for CITY, and is able to provide personnel with the requisite experience and background to carry out these duties on an amended fee basis due to the increasing costs for shelter services. D. CITY desires to continue to engage CONTRACTOR as an independent contractor to provide Animal Shelter Services to CITY, and CONTRACTOR desires to continue to serve CITY to perform those professional services in accordance with the terms and conditions of this Amended and Restated Agreement. E. Upon approval by City and execution by all Parties, this Agreement shall supersede the original agreement in its entirety, and the original agreement shall have no further force or effect. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT SERVICES TO BE PERFORMED A. Except as otherwise modified by this Agreement, CONTRACTOR shall provide those services (collectively "Services") contained in CONTRACTOR'S Proposal dated June 19, 2025, attached hereto as Exhibit A, WAGS Contracted Monthly Services Fee Details dated June 19, 2025, attached as Exhibit B, (WAGS Scope of Emergency Services); attached hereto as Exhibit C, and WAGS Addendum: Emergency Procedures. attached hereto as Exhibit D, which such exhibits are incorporated herein by this reference as though set forth in full. 2 of 26 B. In the event of any conflict or inconsistency between the terms of this Agreement and any of the Exhibits, the Order of Precedence shall be as follows: (i) this Agreement, and then (ii) Exhibit C (WAGS Contracted Monthly Services Fee Details), and then (iii) Exhibit A (CONTRACTOR's Proposal), (iv) Exhibit C (WAGS Scope of Emergency Services), and then (v) Exhibit D (WAGS Addendum: Emergency Procedures). C. CONTRACTOR will not be compensated for any work performed not specified in the Scope of Services unless the CITY authorizes such work in advance and in writing. It is specifically understood that oral requests or approvals of such additional services, change orders, or additional compensation and any approvals from CITY shall be barred and are unenforceable. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. II. TIME FOR PERFORMANCE; TERM; EXTENSIONS A. Commencement of Services. CONTRACTOR shall begin work on July 1, 2025, following execution of this Agreement by CONTRACTOR and CITY. B. Term. The term of this Agreement shall commence on July 1, 2025, and shall remain in full force and effect for three years ("Original Term"), and shall expire at midnight on June 30, 2028, unless sooner terminated or extended as provided by this Agreement. C. Extensions. CITY, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to two (2) additional terms of one year each ("extension"), by providing written notice to CONTRACTOR at least one month prior to the expiration of an existing term. If timely elected by CITY, the first extension shall have a term extending from July 1, 2028 through and including June 30, 2029, unless sooner terminated or extended pursuant to this Agreement. If timely elected by CITY, the second extension shall be from July 1, 2029 through and including June 30, 2030, unless sooner terminated or extended pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and CONTRACTOR'S authorized representatives. Service of a notice of extension by CITY shall not prevent either party from issuing a notice of termination pursuant to Section VII of this Agreement. 3 of 26 III. PERFORMANCE TO REASONABLE SATISFACTION OF CITY CONTRACTOR agrees to perform all work to the reasonable satisfaction of CITY and within the time hereinafter specified. Evaluations of the work will be done by the City Manager or his/her designee. If the quality of work is not reasonably satisfactory, CITY, in its discretion, has the right to: A. Meet with CONTRACTOR to review the quality of the work and resolve the matter(s) of concern; B. Require CONTRACTOR to reproduce the work at no additional fee until it is satisfactory; and/or C. Terminate the Agreement as hereinafter set forth. IV. COMPLIANCE WITH LAW All services rendered hereunder shall be provided in accordance with the requirements of relevant local, State, and Federal laws. V. FAMILIARITY WITH WORK By execution of this Agreement, CONTRACTOR warrants that: A. It has thoroughly investigated and considered the work to be performed; B. It possesses any and all licenses which are required under State or Federal law to perform the work contemplated by this Agreement, and shall maintain all appropriate licenses during the performance of this Agreement; C. It has expertise in the area of providing program management professional services; D. It carefully considered how the work should be performed; and E. It fully understands the difficulties and restrictions attending the performance of the work under this Agreement. VI. COMPENSATION A. Original Term. For the provision of the Services rendered under this Agreement in accordance with the Scope of Services set forth in Section I and attached hereto as Exhibit A, Exhibit C, and Exhibit D, and all expenses associated therewith, CITY shall pay CONTRACTOR the amounts specified under CONTRACTOR's WAGS Contracted Monthly Services Fee Details, included in Exhibit B, in accordance with the terms and conditions set forth in this Subsection. 4 of 26 1. First Year (Original Term). Except as provided in Paragraphs 4 and 5 of this Subsection A, CITY will pay CONTRACTOR in accordance with the monthly rate shown on the WAGS Contracted Monthly Services Fee Details set forth in Exhibit B but in no event will the CITY pay more than $11,500 (Eleven Thousand Five Hundred dollars and 00/100) per month or the total not -to -exceed amount of $138,000 (One Hundred Thirty Eight Thousand dollars and 00/100) for basic animal shelter services the first year of the Original Term. 2. Second Year (Original Term). Except as otherwise provided in Paragraphs 4 and 5 of this Subsection A, CITY will pay CONTRACTOR in accordance with the monthly rate shown on the WAGS Contracted Monthly Services Fee Details (Exhibit B) for the Services as adjusted by the lesser of the increase in the Consumer Price Index ("CPI") as defined in Subsection C, or five percent (5%), and in no event will CITY pay more than $12,075 (Twelve Thousand Seventy -Five dollars and 00/100) per month or the total not -to -exceed amount of $144,900 (One Hundred Forty -Four Thousand dollars and 00/100) for the second year of the Original Term. 3. Third Year (Original Term). Except as otherwise provided in Paragraphs 4 and 5 of this Subsection A, CITY will pay CONTRACTOR in accordance with the monthly rate shown on the WAGS Contracted Monthly Services Fee Details (Exhibit B) for the Services as adjusted by the lesser of the increase in the Consumer Price Index ("CPI") as defined in Subsection C, or five percent (5%), and in no event will CITY pay more than $12,678.75 (Twelve Thousand Six Hundred Seventy -Eight dollars and 75/100) per month or the total not -to -exceed amount of $152,145 (One Hundred Fifty Two Thousand One Hundred Forty -Five dollars and 00/100) for the third year of the Original Term. 4. Emergency Medical Care (Original Term). (a) First Year Original Term. For emergency medical care within the first 72 hours of care by CONTRACTOR, CITY will pay CONTRACTOR the not -to -exceed amount of $350 (Three Hundred Fifty dollars) per animal. In no event will City pay more than the total not -to -exceed amount of $40,000 (Forty -Thousand dollars and 00/100) for emergency medical care for the First Year of the Original Term, provided that, the City Manager or designee may authorize extra work to fund unforeseen conditions in a total not -to -exceed amount of $10,000 (Ten Thousand dollars and 00/100) for the First Year of the Original Term. Any additional work authorized by the City Manager or designee pursuant to this Subsection (4) will be compensated in accordance with the fee schedule set forth in Exhibit B. Payment for additional work in excess of these amounts requires prior City Council authorization. (b) Second Year Original Term. For emergency medical care within the first 72 hours of care by CONTRACTOR, CITY will pay CONTRACTOR the not -to -exceed amount of $350 (Three Hundred Fifty dollars) 5 of 26 per animal. In no event will City pay more than the total not -to -exceed amount of $40,000 (Forty -Thousand dollars and 00/100) for emergency medical care for the Second Year of the Original Term, provided that, the City Manager or designee may authorize extra work to fund unforeseen conditions in a total not -to -exceed amount of $10,000 (Ten Thousand dollars and 00/100) for the Second Year of the Original Term. Any additional work authorized by the City Manager or designee pursuant to this Subsection (4) will be compensated in accordance with the fee schedule set forth in Exhibit B. Payment for additional work in excess of these amounts requires prior City Council authorization. (c) Third Year Original Term. For emergency medical care within the first 72 hours of care by CONTRACTOR, CITY will pay CONTRACTOR the not -to -exceed amount of $350 (Three Hundred Fifty dollars) per animal. In no event will City pay more than the total not -to -exceed amount of $40,000 (Forty Thousand dollars and 00/100) for emergency medical care for the Third Year of the Original Term, provided that, the City Manager or designee may authorize extra work to fund unforeseen conditions in a total not -to -exceed amount of $10,000 (Ten Thousand dollars and 00/100) for the Third Year of the Original Term. Any additional work authorized by the City Manager or designee pursuant to this Subsection (4) will be compensated in accordance with the fee schedule set forth in Exhibit B. Payment for additional work in excess of these amounts requires prior City Council authorization. 5. Trap Neuter Release ("TNR") Program (Original Term). For a TNR Program for cats as elected by CITY, CITY will pay at the rate of $50.00 per male cat and $75.00 per female cat; and those two sets of additional costs will not exceed the total not -to -exceed amount of $5,000 (Five Thousand Dollars and 00/100) for all animals per year, for each year of the Original Term, except as otherwise authorized in writing in advance by the City Manager or his designee. 6. Hoarder/Breeder Animals (Original Term). For hoarder/breeder animals brought to CONTRACTOR, subject to the prior approval of the City Manager, CONTRACTOR will be compensated for medical examinations, cost of care and spaying/neutering services as follows: (a) for more than 25 animals in one case. a one-time stipend of $5,000 (Five Thousand dollars and 00/100); (b) for more than 50 animals in one case, a one-time stipend of $10,000 (Ten Thousand dollars and 00/100); (c) for more than 75 animals in one case, a one-time stipend of $15,000 (Fifteen Thousand dollars and 00/100); and (d) for over 100 boarded animals in one case, a one-time stipend of $25,000 (Twenty -Five Thousand dollars). B. Extensions. For the provision of the Services rendered under this Agreement during each extension (as defined in Subsection C of Section II), in accordance with the Scope of Services set forth in Section I, CITY shall pay CONTRACTOR the amounts specified under the WAGS Contracted Monthly Services Fee Details 6 of 26 (Exhibit B), as adjusted in accordance with the terms and conditions set forth in this Subsection. No adjustment amount shall be due, owing or paid to CONTRACTOR by CITY until approved in writing, in advance, by the City Manager. 1. First Extension. Except as provided in Paragraphs 3 and 4 of this Subsection B, CITY will pay CONTRACTOR in accordance with the monthly rate shown on the WAGS Contracted Monthly Services Fee Details (Exhibit B) as adjusted by the lesser of the increase in the CPI (as defined in Subsection C) or five percent (5%), and in no event will CITY pay more than $13,312.69 per month (Thirteen Thousand Three Hundred Twelve dollars and 69/100), due to rounding, and the total not -to -exceed amount of $159,752.28 (One Hundred Fifty Nine Thousand Seven Hundred Fifty Two dollars and 28/100 for the first extension. 2. Second Extension. Except as provided in Paragraphs 3 and 4 of this Subsection B, CITY will pay CONTRACTOR in accordance with the monthly rate shown on the WAGS Contracted Monthly Services Fee Details (Exhibit B) as adjusted by the lesser of the increase in the CPI (as defined in Subsection C) or five percent (5%), and in no event will CITY pay more than $13,978.32 per month (Thirteen Thousand Nine Hundred Seventy Eighty Thousand dollars and 32/100) and the total not -to -exceed amount of $167,739.84 (One Hundred Sixty Seven Thousand Seven Hundred Thirty Nine dollars and 84/100 for the second extension. 3. Emergency Medical Care (Extensions). (a) First Extension. For emergency medical care within the first 72 hours of care by CONTRACTOR, CITY will pay CONTRACTOR the not -to -exceed amount of $350 (Three Hundred Fifty dollars) per animal. In no event will City pay more than the total not -to -exceed amount of $40,000 (Forty Thousand dollars and 00/100) for emergency medical care for the First Extension, provided that, the City Manager or designee may authorize extra work to fund unforeseen conditions in a total not -to -exceed amount of $10,000 (Ten Thousand dollars and 00/100) for the First Extension. Any additional work authorized by the City Manager or designee pursuant to this Subsection (3) will be compensated in accordance with the fee schedule set forth in Exhibit B. Payment for additional work in excess of these amounts requires prior City Council authorization. (b) Second Extension. For emergency medical care within the first 72 hours of care by CONTRACTOR, CITY will pay CONTRACTOR the not -to -exceed amount of $350 (Three Hundred Fifty dollars) per animal. In no event will City pay more than the total not -to -exceed amount of $40,000 (Forty - Thousand dollars and 00/100) for emergency medical care for the Second Year of the Original Term, provided that, the City Manager or designee may authorize extra work to fund unforeseen conditions in a total not -to -exceed amount of $10,000 (Ten Thousand dollars and 00/100) for the Second Year of the Original 7 of 26 Term. Any additional work authorized by the City Manager or designee pursuant to this Subsection (3) will be compensated in accordance with the fee schedule set forth in Exhibit B. Payment for additional work in excess of these amounts requires prior City Council authorization. 4. Trap Neuter Release ("TNR") Program (Extensions). For a TNR Program for cats as elected by CITY, CITY will pay at the rate of $50.00 per male cat and $75.00 per female cat; and those two sets of additional costs will not exceed the total not -to -exceed amount of $5,000 (Five Thousand Dollars and 00/100) for all animals per year, for each Extension, except as otherwise authorized in writing in advance by the City Manager or her designee. 5. Hoarder/Breeder Animals (Extensions): For hoarder/breeder animals brought to CONTRACTOR, subject to the prior approval of the City Manager, CONTRACTOR will be compensated for medical examinations, cost of care and spaying/neutering services as follows: (a) for more than 25 animals in one case. a one-time stipend of $5,000 (Five Thousand dollars and 00/100); (b) for more than 50 animals in one case, a one-time stipend of $10,000 (Ten Thousand dollars and 00/100); (c) for more than 75 animals in one case, a one- time stipend of $15,000 (Fifteen Thousand dollars and 00/100); and (d) for over 100 boarded animals in one case, a one-time stipend of $25,000 (Twenty -Five Thousand dollars). C. Consumer Price Index. As used in this Section VI, "Consumer Price Index" means the Consumer Price Index for All Urban Consumers (CPI -U): for Los Angeles -Long Beach - Anaheim, CA (1982-84 = 100) All Items as most recently reported by the Bureau of Labor Statistics for the 12 month period extending backwards from the most recent June 30th to the previous July 1st. D. Additional Services. 1. For any additional services, change orders or any additional compensation of any nature to be proposed for payment to CONTRACTOR by CITY, such modification of this original Agreement shall be a written request executed by CONTRACTOR and approved in writing by CITY. 2. It is specifically understood that oral requests or approvals of such additional services, change orders, or additional compensation and any approvals from CITY shall be barred and are unenforceable. E. Payment Procedure. 1. CONTRACTOR shall submit to CITY monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days 8 of 26 worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. Within ten (10) working days of receipt of such invoice, CITY shall determine whether CONTRACTOR has satisfactorily performed the work described in the invoice. CITY will thereafter pay CONTRACTOR on a quarterly basis. CITY will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to CONTRACTOR. 2. Upon 24-hour notice from CITY, CONTRACTOR shall allow CITY or CITY'S agents or representatives to inspect at CONTRACTOR'S offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by CONTRACTOR in connection with this Agreement. CITY'S rights under this Section shall survive for three (3) years following the termination of this Agreement. VII. TERMINATION A. Termination by City. 1. Notwithstanding any other provision of this Agreement, this Agreement may be terminated with or without cause by CITY at any time by providing CONTRACTOR with written notice of termination no less than sixty (60) calendar days in advance of such termination. 2. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. B. Termination by Contractor. This Agreement may be terminated by CONTRACTOR based on reasonable cause by providing written notice of termination to CITY, provided that CONTRACTOR has first provided CITY with written notice of default and demand to cure, and CITY has failed to cure such default no less than within sixty (60) calendar days in advance of such termination of receipt of such notice. C. Obligations Upon Termination. Unless otherwise specified in the notice of termination, CONTRACTOR shall cease all work under this Agreement immediately upon receipt of notice of termination from CITY under Subsection A, or immediately upon CITY'S acknowledgment of receipt of CONTRACTOR'S notice of termination to CITY under Subsection B. Upon termination, CITY shall be immediately given title to and possession of all Work Product (as defined in Section XIII(A) of this Agreement) produced or developed pursuant to this Agreement up to the date of termination. Provided that CONTRACTOR is not then in breach, CITY shall pay 9 of 26 CONTRACTOR for any portion of the Services completed as of the date of termination, prorated as to the percentage of work completed as of the date of termination. CITY shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall CONTRACTOR be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and CONTRACTOR shall not be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the Services up to date of termination. CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation, loss of profits or any other damages. VIII. COORDINATION OF WORK A. Selection of Representatives. The following principal of CONTRACTOR is hereby designated as the principal and representative of CONTRACTOR authorized to act in its behalf with respect to the work specified in this Agreement: 1. Michelle Russillo The foregoing principal may not be changed by CONTRACTOR without the express written approval of CITY. B. CITY Representatives. CITY's representative shall be the City Manager, or such other person as designated by the City Manager of CITY. It shall be CONTRACTOR's responsibility to assure that CITY's representative is kept informed of the progress of the performance of the services, and CONTRACTOR shall refer any decision, which must be made by CITY, to CITY's representative. Unless otherwise specified herein, any required CITY approval shall mean the approval of CITY's representative. IX. INDEPENDENT CONTRACTOR A. CONTRACTOR Status. 1. CONTRACTOR is an independent contractor and not an employee of CITY. Neither CITY nor any of its officials, officers, employees or agents shall have any control over the conduct of CONTRACTOR or any of CONTRACTOR's employees, volunteers or other personnel, except as herein set forth, and CONTRACTOR expressly warrants not to, at any time or in any manner, represent that CONTRACTOR, or any of CONTRACTOR's officers, employees, agents, volunteers or independent contractors are in any manner officers, employees, or agents of CITY. It is distinctly understood that CONTRACTOR is, and shall at all times, remain as to CITY a wholly independent 10 of 26 contractor, and that CONTRACTOR's obligations to CITY are solely such as are prescribed by this Agreement. 2. CITY shall not have the right to control the means by which CONTRACTOR accomplishes service rendered pursuant to this Agreement. CONTRACTOR shall, at its sole cost and expense, furnish all facilities, materials and equipment that may be required for furnishing services pursuant to this Agreement. 3. CONTRACTOR's personnel shall not wear or display any CITY uniform, badge, identification number, or other information identifying such individual as an employee of CITY; and CONTRACTOR's personnel shall not use any CITY e-mail address or CITY telephone number in the performance of any of the Services under this Agreement. CONTRACTOR shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as CONTRACTOR's personnel require to perform any of the Services required by this Agreement. CONTRACTOR shall perform all Services off of CITY premises at locations of CONTRACTOR's choice, except (a) as otherwise required for the performance of Services on CITY real property, vehicles or equipment; (b) as otherwise may from time to time be necessary in order for CONTRACTOR's personnel to receive projects from CITY, review files and other documents on file at CITY, pick up or deliver any work product related to CONTRACTOR's performance of any Services under this Agreement, or (c) as may be necessary to inspect or visit CITY locations and/or private property to perform such Services. 4. CONTRACTOR shall be responsible for and pay all wages, salaries, benefits and other amounts due to CONTRACTOR's personnel in connection with their performance of any Services under this Agreement and as required by law. CONTRACTOR shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, or local, State, or Federal policy, rule, regulation, statute or ordinance to the contrary, CONTRACTOR and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, retirement, pension, or other benefit or any incident of employment by CITY. 5. CONTRACTOR shall defend, indemnify and hold harmless CITY and its elected and appointed officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of CITY officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to CONTRACTOR's personnel practices, or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section IX(A). In addition to 11 of 26 all other remedies available under law, CITY shall have the right to offset against the amount of any fees due to CONTRACTOR under this Agreement any amount due to CITY from CONTRACTOR as a result of CONTRACTOR's failure to promptly pay to CITY any reimbursement or indemnification arising under this Section (9)(A). This duty of indemnification is in addition to CONTRACTOR's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. CONTRACTOR's indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement. B. CONTRACTOR'S Personal Services - Inducement 1. This Agreement contemplates that the CONTRACTOR's personal services and those of CONTRACTOR's officers, employees, and agents are a substantial inducement to the CITY for entering into this Agreement. CONTRACTOR may not assign any interest in this Agreement, except upon written consent of CITY. CONTRACTOR shall have no authority, express or implied, to bind CITY to any obligation whatsoever. 2. Furthermore, CONTRACTOR shall not subcontract any portion of the performance contemplated under this Agreement without the prior written approval of the CITY. Nothing in this Agreement shall be construed as preventing CONTRACTOR from employing as many employees as CONTRACTOR deems necessary for the proper and efficient execution of this Agreement. C. PERS Eligibility Indemnification; Waiver. 1. In the event that CONTRACTOR or any employee, agent, or subcontractor of CONTRACTOR providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONTRACTOR or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of CITY. 2. Notwithstanding any other agency, local, State or Federal policy, rule, regulation, law, or ordinance to the contrary, CONTRACTOR and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in PERS as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contribution and/or employee contributions for PERS benefits. 12 of 26 X. INDEMNITY, DEFENSE, AND HOLD HARMLESS A. General Requirements. To the fullest extent required by law, and in addition to all other indemnification provisions of this Agreement, CONTRACTOR agrees to and shall defend, indemnify, and hold free and harmless CITY, its elected and appointed officials, officers, agents, employees, volunteers and those CITY agents serving as independent contractors in the role of CITY officials (collectively "the CITY Indemnitees" in this Section X), at CONTRACTOR's sole cost and expense, from and against any and all claims, demands, actions, suits, damages, costs, expenses, liabilities, causes of action, proceedings, judgments, penalties, liens and losses, of any nature whatsoever, including but not limited to fees of accountants, attorneys, and other professionals, and all other costs associated therewith, and the payment of all consequential damages (collectively "Claims"), in law or in equity, whether actual, alleged or threatened, arising out of, pertain to or relate to the acts of omissions of CONTRACTOR, its officers, agents, servants, employees, volunteers, subcontractors, materialmen, suppliers or contractors, or their officers, agents, servants, employees or volunteers (or any entity or natural person that CONTRACTOR shall bear the legal liability thereof) in the performance of this Agreement, including the CITY Indemnitees' active or passive negligence. Notwithstanding the foregoing, CONTRACTOR shall not be liable for the defense or indemnification of CITY for any Claims to the extent arising out of, pertaining to or relating to the sole negligence or willful misconduct of CITY, as determined by final arbitration or court decision or by agreement of the Parties. CONTRACTOR shall defend the CITY Indemnitees in any action or actions filed in connection with any Claims with counsel of the CITY Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. CONTRACTOR shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the CITY Indemnitees in connection therewith. B. Subcontractor Indemnification. CONTRACTOR shall obtain executed indemnity agreements with provisions identical to those in this Section X 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. If CONTRACTOR fails to obtain such indemnities, CONTRACTOR shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of CONTRACTOR's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any person, firm, entity or individual that CONTRACTOR's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the CITY Indemnitees' active or passive negligence, except for Claims to the extent 13 of 26 arising from the sole negligence or willful misconduct of the CITY Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. C. Workers' Compensation Acts Not Limiting. CONTRACTOR's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. CONTRACTOR expressly waives its statutory immunity under such statutes or laws as to CITY, its elected and appointed officers, officials, agents, employees, volunteers and those CITY agents serving as independent contractors in the role of CITY officials. D. Insurance and Insurance Requirements Not Limiting. CITY does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims asserted against CITY or any of the other CITY Indemnitees. E. Survival of Terms. CONTRACTOR's indemnifications and obligations under this Section X shall survive the expiration or termination of this Agreement. F. Supersedence. This Section shall supersede and replace all other indemnity provisions contained CONTRACTOR's Proposal, which shall be of no force and effect. XI. INSURANCE CONTRACTOR shall procure and maintain for the duration of this Agreement and thereafter (unless specified below), at its cost, insurance in accordance with the requirements of this Section. Within ten (10) consecutive calendar days of the award of contract, CONTRACTOR shall furnish the CITY with the endorsements and Certificates of Insurance proving coverage as specified by this Section. A. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), and if CONTRACTOR is a limited liability company, the commercial general liability coverage shall be 14 of 26 amended so that CONTRACTOR and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds. 2. Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). 3. Workers' Compensation insurance: As required by the State of California and Employer's Liability insurance. 4. Professional Liability coverage (or Errors and Omissions coverage). 5. Umbrella Liability Insurance rif required to meet higher limitsl, Should CONTRACTOR obtain and maintain an umbrella liability insurance policy, limits should provide for bodily injury, personal injury, and property damage liability coverage, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions: a. A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer; b. "Pay on behalf of wording as opposed to "reimbursement", and C. Concurrency of effective dates with primary policies. Should CONTRACTOR obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer's liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies. B. Minimum Limits of Insurance. CONTRACTOR shall maintain limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury, and property damage, and if Commercial General Liability Insurance with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit; 2. Professional Liability (or Errors and Omissions Liability. CONTRACTOR shall maintain professional liability insurance (or errors and omissions insurance) appropriate to CONTRACTOR's profession, written on a per occurrence basis, with a limit of not less than $2,000,000 per claim and 15 of 26 $4,000,000 in the aggregate. If a "claims made" liability policy is provided, the policy shall be endorsed to provide an extended reporting period of not less than three years. 3. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage and include coverage for all owned, hired, and non -owned automobiles. 4. Workers' Compensation and Employers Liability: Statutory Workers' compensation insurance and Employer's Liability Insurance with limits of $1,000,000 per accident for bodily injury or disease. C. Deductibles and Self -Insured Retention. Any deductibles or self-insured retentions applicable to insurance policies required herein must be declared to and approved by CITY prior to CONTRACTOR obtaining such insurance policy. In no event shall any insurance policy required in this Agreement have a deductible, self-insured retention, or other similar provision (including any fronting component) in excess of $50,000 without prior written approval of CITY in its sole discretion. At the option of CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects CITY, its officers, elected and appointed officials, employees, volunteers, and those CITY agents acting as independent contractors in the role of CITY officials; or CONTRACTOR shall procure a bond guaranteeing payment of any losses, damages, expenses, costs or settlements up to the amount of such deductibles or self-insured retentions. D. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: General Liability, Automobile Liability, Umbrella / Excess Liability Coverage. a. Additional Insured Endorsement. CITY, its officers, elected and appointed officials, employees, volunteers, and those agents acting as independent contractors in the role of CITY officials, are to be covered as an additional insured as respects defense and indemnity against claims seeking recovery for: liability arising out of activities performed by or on behalf of CONTRACTOR; products and completed operations of CONTRACTOR, premises owned, occupied, or used by CONTRACTOR; or automobiles owned, leased, hired, or borrowed by CONTRACTOR. The coverage shall not extend to any indemnity coverage for the sole active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Civil Code § 2782(b), and shall contain no special limitations on the scope of protection afforded to CITY, its officers, elected and appointed officials, 16 of 26 employees, volunteers, and those agents acting as independent contractors in the role of CITY officials. b. Primary and Non -Contributory. The Agreement insurance coverage shall be primary insurance as respects to the CITY, its officers, elected and appointed officials, agents, employees, volunteers, and those CITY agents acting as independent contractors in the role of CITY officials. Any insurance or self-insurance maintained by the CITY, its officers, elected and appointed officials, agents, employees, volunteers, and those CITY agents acting as independent contractors in the role of CITY officials shall be excess of the CONTRACTOR's insurance and shall not contribute with it. C. Separate Coverage. Except with respect to the limits of the liability, CONTRACTOR's insurance shall apply separately to each insured against whom claim is made, or suit is brought and shall provide that an act or omission of one of the insureds shall not reduce or void coverage to the other insureds. CONTRACTOR's insurance shall not exclude coverage for suits or claims brought by or on behalf of one insured against any other insured. d. Contractual Liability. The general liability and umbrella policies shall be endorsed to include contractual liability. 2. All Coverages a. 30 -day Notice of Cancellation. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to CITY. b. Waiver of Subrogation. Each insurance policy required by this Agreement shall provide that CONTRACTOR and insurer waive any and all rights of subrogation against CITY, its officers, elected or appointed officials, agents, employees, volunteers, and those agents acting as independent contractors in the role of CITY officials for losses arising from work performed by CONTRACTOR for CITY. 3. Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If CONTRACTOR maintains higher limits than the minimums shown above, CITY requires and shall be entitled to coverage for the higher limits maintained by CONTRACTOR. Any available 17 of 26 insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY. E. Acceptability of Insurers. Insurance is to be placed with insurers authorized to do business by the Insurance Commissioner in the State of California, with a rating by A.M. Best's of no less than A, Class VII, and satisfactory to the City. All insurers shall be licensed by or holding admitted status in the State of California. F. Verification of Coverage. CONTRACTOR shall furnish CITY with certificates of insurance and with original endorsements affecting coverage required by this Section. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms provided by CITY. Where, by statute, CITY's workers' compensation -related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All certificates and endorsements are to be received and approved by CITY before any Services commence, and shall evidence that all premiums have been paid for the entire forthcoming policy period. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. The delivery to CITY of any certificates of insurance or endorsements hereunder which do not comply with the requirements set forth in this Agreement shall not waive CITY's right to require such compliance. G. Failure to Maintain Insurance. If CONTRACTOR fails to obtain and maintain the insurance required hereunder, CITY shall have the right, but not the obligation, to obtain the same or similar insurance in the name and account of CONTRACTOR in which event CONTRACTOR shall pay the cost thereof and furnish upon demand all information that may be requested by CITY to permit CITY to obtain all such required coverage on behalf of CONTRACTOR. CITY shall have the right to offset (without recourse by CONTRACTOR) against any amounts owing to CONTRACTOR, amounts CITY reasonably incurs in obtaining insurance required of CONTRACTOR herein. H. Insurance No Limitation on Indemnity. The procurement of the insurance required in this Agreement or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of CONTRACTOR's obligation to indemnify CITY or any of its officers, elected or appointed officials, agents, employees, volunteers, or those CITY agents acting as independent contractors in the role of CITY officials under any provision of this Agreement. 18 of 26 I. No Representation. Neither the CITY nor any of its officers, agents, employees, volunteers, or those CITY agents acting as independent contractors in the role of CITY officials make any representation that the types of insurance and the limits specified to be carried by CONTRACTOR under this Agreement are adequate to protect CONTRACTOR. If CONTRACTOR believes that any such insurance coverage is insufficient, CONTRACTOR shall provide, at its own expense, such additional insurance as CONTRACTOR for deems adequate. J. Subcontractors. All subcontractors shall comply with all of the requirements stated in this Agreement. CONTRACTOR shall furnish the CITY with separate certificates and endorsements for each subcontractor. XII. EQUAL EMPLOYMENT OPPORTUNITY During the performance of this Agreement, CONTRACTOR agrees as follows: A. CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, religion, sex, marital status, national origin, or mental or physical disability. CONTRACTOR will ensure that applicants are employed and that employees are treated during employment, without regard to their age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non- discrimination clause. B. CONTRACTOR shall, in all solicitations and advertisements for employees placed by, or on behalf of CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. C. CONTRACTOR shall cause the foregoing Subsection A and Subsection B to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. 19 of 26 XIII. MISCELLANEOUS A. Ownership of Documents. 1. All reports, as well as all original files, data, field notes, reports, reproducible drawings, plans, studies, memoranda, computation sheets, floppy disks, photographs, images, video files, media, and other documents and materials assembled or prepared by CONTRACTOR or CONTRACTOR's agents, officers, or employees in connection with this Agreement, including any and all copyright interest therein (collectively "Work Product"), shall be the property of the CITY and shall be delivered to the CITY upon either the completion or termination of the Project, and may be used, reused or otherwise disposed of by CITY for any purpose without CONTRACTOR's consent. Any use, reuse or modification of the Work Product by CITY for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at CITY's own risk. Copies of said Work Product may not be retained by CONTRACTOR, and shall not be made available by CONTRACTOR to any individual or organization without the prior written approval of CITY, except as required by law. 2. CONTRACTOR or CONTRACTOR's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents. B. Confidentiality. 1. CONTRACTOR covenants that Work Product (as defined in Section XIII(A) of this Agreement) developed or received by CONTRACTOR or provided for performance of this Agreement is deemed confidential and shall not be disclosed by CONTRACTOR without prior written authorization by CITY. CITY shall grant such authorization if applicable law requires disclosure. CONTRACTOR, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within CITY. Response to a subpoena or court order shall not be considered "voluntary," provided CONTRACTOR gives CITY notice of such court order or subpoena. 2. CONTRACTOR shall promptly notify CITY should CONTRACTOR , its officers, employees, agents, subcontractors or volunteers be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the Services performed thereunder. CITY may, but has no obligation to, represent CONTRACTOR or be present at any deposition, hearing or similar proceeding. 20 of 26 CONTRACTOR agrees to cooperate fully with CITY and to provide CITY with the opportunity to review any response to discovery requests provided by CONTRACTOR. However, CITY's right to review any such response does not imply or mean the right by CITY to control, direct or rewrite the response. C. Notices. Any notices to be given pursuant to this Agreement shall be given by enclosing the same in the sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, addressed as follows: CITY. City of Seal Beach 211 8th Street Seal Beach, CA 90740 Attn: City Manager D. Enforcement of Agreement. CONTRACTOR: Westminster Adoption Group and Services (or WAGS) 6621 Westminster Boulevard Westminster, CA 92683 Attn: Michelle Russillo This Agreement shall be construed and interpreted as to both validity and performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and CONTRACTOR covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. E. Disputes. 1. In the event of any dispute arising under this Agreement, the injured Party shall notify the injuring Party in writing of its contentions by submitting a claim therefore. In the event of any dispute, CONTRACTOR shall be required to comply with the provisions of the California Government Claims Act (Cal. Gov. Code Section 810, et seq.) as a condition precedent to pursuing any court action. 2. The injured Party shall continue performing its obligations hereunder so long as the injuring Party cures any default within ninety (90) calendar days after service of the notice, or if the cure of the default is commenced within thirty (30) calendar days after service of said notice and is cured within a reasonable time after commencement; provided that, if the default creates an immediate danger to the health, safety, and general welfare, the CITY may take immediate action. Compliance with the provisions of this Section shall be a condition precedent to any legal action, and such compliance shall not be a waiver of any Party's right to take legal action in the event that the dispute is not cured. 21 of 26 F. Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting Party on any default shall impair such right or remedy or be construed as a waiver. CITY's consent or approval of any act by CONTRACTOR requiring CITY's consent to or approval of any subsequent act of CONTRACTOR, or any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. G. Prohibited Interests; Conflicts Of Interest. 1. CONTRACTOR covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. CONTRACTOR further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, CONTRACTOR shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. CONTRACTOR shall not accept any employment or representation during the term of this Agreement which is or may likely make CONTRACTOR "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which CONTRACTOR has been retained. 2. CONTRACTOR further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for CONTRACTOR, to solicit or obtain this Agreement. Nor has CONTRACTOR paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for CONTRACTOR, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to CONTRACTOR hereunder the full amount or value of any such fee, commission, percentage or gift. 3. CONTRACTOR warrants and maintains that it has no knowledge that any officer or employee of CITY has any interest, whether contractual, non -contractual, financial, proprietary, or otherwise, in this transaction or in the business of CONTRACTOR, and that if any such interest comes to the knowledge of CONTRACTOR at any time during the term of this Agreement, CONTRACTOR shall immediately make a complete, written disclosure of such interest to CITY, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 22 of 26 H. Audit of Records. In accordance with generally accepted accounting principles, and in sufficient detail to permit an evaluation of all Services in connection therewith, CONTRACTOR shall maintain reasonably full and complete records of the cost of and performance of the Services provided under this Agreement. During the term of this Agreement and for a period of three (3) years after termination or expiration of this Agreement, the CITY shall have the right to inspect, audit and/or make copies of CONTRACTOR's records pertaining to this Agreement and the Services performed or to be performed hereunder at CONTRACTOR's office location. CONTRACTOR agrees to make available all pertinent records for the purpose of such inspection and/or audit at its offices during normal business hours and upon three (3) calendar day notice from the CITY. I. Safety Requirements. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. CITY may issue restraint or cease and desist orders to CONTRACTOR when unsafe or harmful acts are observed or reported relative to the performance of the Services. CONTRACTOR shall maintain the work sites free of hazards to persons and property resulting from its operations. CONTRACTOR shall immediately report to the CITY any hazardous condition noted by CONTRACTOR. J. Labor Certification. By its signature hereunder, CONTRACTOR certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. K. Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. L. Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy and default, to recover 23 of 26 damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. M. Attorney's Fees. If either Party commences an action against the other Party arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorney's fees and costs of suit from the losing Party. N. Integration. This Agreement represents the entire understanding of the CITY and the CONTRACTOR. No prior oral or written understanding shall be of any force or effect with respect to those matters covered in this Agreement. Any work performed, which is inconsistent with or in violation of the provisions of this Agreement, shall not be compensated. This Agreement may not be altered, amended, or modified except in writing executed by both Parties hereto. O. Amendment. This Agreement may be amended only by the written mutual consent of the Parties. P. Non -Appropriation of Funds. Payments to be made to CONTRACTOR by CITY for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that CITY does not appropriate sufficient funds for payment of CONTRACTOR's Services beyond the current fiscal year, this Agreement shall cover payment for CONTRACTOR's Services only to the conclusion of the last fiscal year in which CITY appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. Q. Severability. The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. R. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach. 24 of 26 S. No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. T. Exhibits. All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. U. Supersedence of Prior Agreement. Upon the Effective Date, the Agreement for Animal Services dated June 26, 2023, as amended by Amendment No. 1, dated July 22, 2024, shall have no further force and effect. V. Corporate Authority. The person executing this Agreement on behalf of CONTRACTOR warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, CONTRACTOR is formally bound to the provisions of this Agreement. [signatures contained on following page] 25 of 26 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By. Patrick Gallegos,City Manager 12 AI 9 Attest: M Gloria D. Harper, City Cie Approved as to Form: By - Nicholas R. Ghirelli, City Attorney CONTRACTOR: WESTMINSTER ADOPT ON GROUP AND SERVICES CEO/Pres. By: --Name:(, Its (title): me, Dr. Tia Greenberg, Medical Director/ ;-(title): License Manager W146 -ase note, two signatures required icor corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 26 of 26 WAGS Pet Adoption �Az 6621 Westminster Blvd Westminster, CA 92683 714-887-6156 info@wagspetadoption.org Non -Profit 501(c)3 TAX ID 45-2740601 Exhibit A - WAGS proposal with fees. We are agreeable to all scope items listed in the contract, and we confirm that we are in alignment with the following: • Contract terms of 3 years with options. • According to the contract with Seal Beach, CA, we will accept companion animals, stray dogs, community cats, and exotic animals. • We will ensure that all animals have proper housing and food. • We will adhere to established drop-off procedures, ensuring that Seal Beach Animal Control Officers have 24-hour access to the shelter portion of the facility. The ACO is given keys and alarm codes, as well as housing kennels are set up outside for easy drop-off after hours if the ACO is not comfortable entering the building. • Impound procedures are listed in the "Scope of Services." • The hospital can shelter 100 dogs and 300 cats. Westminster Adoption Group Services will adequately accommodate quarantined animals and those held for investigation following animal control guidelines. WAGS will utilize fostering as an option for caring for animals. • The animal shelter will comply with HSUS standards for operating an animal shelter. • We will allow Animal Control Officers to enter and inspect the premises during regular business hours and access as needed outside of regular business hours. ACO has access to inspect as requested. • Westminster Adoption Group Services will ensure outstanding care for all animals. Quality housing and food will be provided for all animals. We will offer clean and appropriate facilities for all animals. • Veterinary services are available on-site and via telemedicine. Still, there are times when emergency care must be provided by an outside contracted service, such as when WAGS does not have a veterinarian on site. An emergency care hospital is available for after-hours emergency care. • Pet owners are responsible for all routine and emergency veterinary care costs for their impounded animals, regardless of whether these fees are passed on to WAGS for any reason. However, Seal Beach will cover or reimburse WAGS for emergency veterinary care as specified in this document. In such cases, WAGS will bill the City of Seal Beach. Currently, no reimbursement system is in place, as Seal Beach Animal Control directly oversees and approves the costs related to emergency care provided at outside facilities. • We will meet all special handling requirements for quarantined animals and pets in protective custody. • We are responsible for making reasonable efforts to prepare and present animals for adoption. We will strive to find suitable adoption homes for all adoptable animals in the shelter, ensuring compliance with the required holding period. iii 6621 Westminster Blvd Westminster, CA 92683 714-887-6156 info@wagspetadoption.org Non -Profit 501(c)3 TAX ID 45-2740601 We will meet the requirements for the disposal of unclaimed animals. We will ensure humane treatment and a holding period of 72 hours unless warranted for medical purposes. Animals will not be sold for medical research or other activities that may cause harm without the consent and approval of Seal Beach, CA, animal control. 6621 Westminster Blvd Westminster, CA 92683 714-887-6156 info@wagspetadoption.org Non -Profit 501(c)3 TAX ID 45-2740601 Exhibit B — WAGS contracted monthly services fee details (what we receive from WAGS) WAGS Pet Adoption Contract term Year 1-7/1/2025-6/30/26 Yea r2-7/1/2026-6/30/27 Year 3-7/1/2027-6/30/28 Monthly Fee $11,500/month $12,075/month $12,678.75/month TNR/ $50 Male/$75 Female $5,000.00/year max $5,000.00/year max $5,000.00/year max Veterinarian on property -no fee emergency $ $ $ After-hours emergncy- out of contract NOT WAGS NOTWAGS NOTWAGS Hoarding Case:25animals $5,000.00/incident $5,000.00/incident $5,000.00/incident Hoarding Case: 50 animals $10,000.00/incident $10,000.00/incident $10,000.00/incident Hoarding Case: 75 animals $15,000.00/incident $15,000.00/incident $15,000.00/incident Hoarding Case: 100animals $25,000.00/incident $25,000.00/incident $25,000.00/incident Option year 47/1/2028-6/30/29 Option years -7/1/2029-6/30/30 Monthly Fee $13,312.69/month $13,978.32/month TNR/ $50 Mate/$75 Female $5,000.00/year max $5,000.00/year max Veterinarian on property -no fee emergency $ $ After-hoursemergncy-out of contract NOTWAGS NOTWAGS Hoarding Case:25animals $5,000.00/incident $5,000.00/incident Hoarding Case: 50 animals $10,000.00/incident $10,000.00/incident Hoarding Case: 75 animals $15,000.00/incident $15,000.00/incident Hoarding Case: 100animals $25,000.00/incident $25,000.00/incident Fee Proposal Shelter Care scope of services will include: 1. Examination, including intake of vaccines and following best practices of standard care in animal shelters with plans for live release unless otherwise deemed euthanasia is necessary for medical quality of life concerns or danger to the public to be on an adoption pathway. Assessments include input from a veterinarian, a behavioral team, and daily care attendants. WAGS has an active behavior enrichment program. When deemed safe, an out -of -kennel schedule is implemented, with volunteer engagement for exercise and calm time built into the daily schedules to reduce shelter stress. Documentation is collected and maintained in the required records, and SOPS are current to reflect care standards. 2. Radiographs if needed 3. Necessary diagnostic tests 4. Pain management, if needed 5. Administer antibiotics if needed 6. Wound care if needed WAGS Pet Adoption ,40** 6621 Westminster Blvd Westminster, CA 92683 714-887-6156 info@wagspetadoption.org Non -Profit 501 (c)3 TAX ID 45-2740601 7. Boarding and housing care 8. Supportive Care, if needed, for a pet that presents signs of poor quality of life 9. Euthanasia as needed 10. Documentation and records maintenance following the California Food and Agriculture Code 32003 11. Return home and Adoption procedures best practices. 12. Adoption/transfer pathway planning, as appropriate, including spay/neuter, TNR, specialty surgeries if deemed necessary, vaccines, current medications, microchipping, and documentation. Additionally, social media and many national lost animal websites will share a basic profile, such as Petco Lost Pets, Petfinder, and Pawboost. Euthanasia protocols are followed and deemed necessary for quality of life or are too dangerous if placed back into the community 13. Animals, except wildlife, are brought to WAGS through ACO, Owner Surrender, and Over the Counter. For reference, WAGS will attempt to schedule owner's surrenders when space is available, utilizing a managed intake system. Managed intakes reduce overpopulation by scheduling the intake when there are fewer animals in care, especially dogs. If the owner needs to relinquish the animal immediately, with a fee to cover the cost of care, WAGS will assist them. Reimbursement of citizens' fees collected WAGS Pet Adoption will reimburse the Seal Beach Police Department for any fees collected related to boarding, neutering, non -neutering, and other applicable charges as directed by the City, upon a pet owner redeeming their pet. All fees are recorded on our ShelterLuv system. Pet owners receive a receipt for all payments, and a comprehensive report—including the pet owner's name, pet ID, fees collected, and a description of the charges provided to the city. Reimbursement of fees will be made within 4S days following the end of each month. WAGS Pet Adoption 6621 Westminster Blvd Westminster, CA 92683 714-887-6156 info@wagspetadoption.org Non -Profit 501(c)3 TAX ID 45-2740601 Exhibit C — Emergency Procedure WAGS Pet Adoption will accept emergencies during regular business hours of operation when a veterinarian is on site. WAGS Pet Adoption offers a range of 40-50 hours of veterinary care per week. Currently, city services have to use an outside vendor for care when there is no veterinarian on staff. The vendor is a choice of the city and ACOS. WAGS will receive a pet after it is medically stable or for disposal in the event of euthanasia or DOA. WAGS does not have a secondary vet hospital to offer emergency services to Seal Beach as discussed upon original contract signing. Exhibit D —After-hours emergency procedures The Westminster Adoption Group Services offers fair and reasonable fees. Animal Control animals are brought to WAGS Pet Adoption when a veterinarian is on staff. After hours and on weekends, they are to be taken to the Orange County Emergency Pet Clinic, which has established care limits in collaboration with the Seal Beach Police Department. In the past, contracts have been responsible for all communications and contractual fees paid to the ER—after-hours emergency care to stay in the purview of the PD. WAGS currently has no authority and care standards set until the pet is transferred to WAGS in the am. Based on the current arrangements and future contracts. WAGS Pet Adoption does not have a veterinarian on staff 24 hours a day to handle such care requirements. It would be cost -prohibitive. We will adhere to established drop-off procedures, ensuring that Seal Beach Animal Control Officers have 24-hour access to the shelter portion of the facility. The ACOS are given keys and alarm codes, and housing kennels are set up outside for easy drop-off after hours if the ACO is not comfortable entering the building. WESTMINSTERADOP 1 ,p CERTIFICATE OF LIABILITY INSURANCE DAT E(MMIDD/YYYY) RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED 5/19/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICA TE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED TE THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Safehold Special Risk, Inc. (916) 589-8000 Safehold Special Risk, Inc. (CA DOI # OG13561) 10941 White Rock Rd CONTACT NAME: PHONE FAX (A/C. No, AIC No): Ext): ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # Everest National Insurance Company INSURER A : p y 10120 Rancho Cordova, CA 95670 INSURED Westminster Adoption Group Services INSURER B: Everest Premier Insurance Company 16045 INSURER C : 6621 Westminster Blvd INSURER 0: INSURER E; Westminster, CA 92683 INSURER F: MED EXP (Any one person) S 10,000 ------------'--•••--••-------- rcCVIJIVIV IYUMOCK: Oee UeIOW THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE 1 POLICY NUMBER MOLICY FF FOLIC YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X SH00000341251 03/30/2025 03/30/2026 EACH OCCURRENCE 1,000,000 S DAMAGE TO -RENTED PREMISES Ea occurrence) S 1,000,000 MED EXP (Any one person) S 10,000 PERSONAL & ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRO POLICY n n GENERAL AGGREGATE S 2,000,000 PRODUCTS - COMP/OP AGG S 2,000,000 ECT LOC OTHER: $ A AUTOMOBILE LIABILITY SH00000341251 03/30/2025 03/30/2026 COMBINED SINGLE LIMITdent S 1,000,000 Ea acci ANY AUTO BODILY INJURY (Per person) S OWNED SCHEDULED BODILY INJURY (Per accident) S AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident S A ____.. UMBRELLA LIAB X occuR SH00000343251 03/30/2025 03/30/2026 EACH OCCURRENCE S $2,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE S $2,000,000 DEC RETENTION$ S B WORKERS COMPENSATION AND EMPLOYERS'LIABILITY SH00000342251 03/30/2025 03/30/2026 STATUTE EORH _ �,/N ANYPROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE S 1,000,000 . (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS below A Professional Liability SHPLOO1302-251 03/30/2025 03/30/2026 $1,000,000/Occ$3,000,000/Agg DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City, its officers, elected & appointed officials, employees, and volunteers are named as Additional Insured. t,Cr% 1 Irlt+f% 1 C 11ULUCK r AMf`CI 1 ATIr%M City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 211 Eighth Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE C I he , uuku name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)