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FIRST AMENDMENT TO AGREEMENT
FOR ANIMAL SHELTER OPERATION
Between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
0
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.
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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
V
Attest:
By:
4 12'o,,
Devine, bity Clerk
Approved as to Form:
FRIENDS OF SEAL BEACH
ANIMAL CARE CENTER, INC.
By: /2P -C' /
4Kren Palmer, President
Quinn Barrow, City Attorney
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57296- 0001 \139039lv2.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 parties hereby agree as follows:
SECTION 1. 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.
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(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.
(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 or his or her designee.
C. Any impounded animal entrusted to Fiends 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 t2 -month period more than 5 percent.
SECTION 4. Compensation. In exchange for the services identified in this
Agreement, City shall pay Friends $750.00 on the first of each month, commencing January 1,
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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 clays.
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 cagy 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
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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 Agreement 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.
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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:
VIII, be primary and noncontributing, shall be nonassessable and shall contain language to the
effect that (1) 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
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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 ol 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 fire, 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
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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 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 Modifications. Except as provided herein, this
Agreement may be amended or modified only by the written agreement of the parties.
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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.
'1
By: 4 50 e- -
MayorPaul fost
Date: 9 -a 7 - 0 V
Attest:
By:
By:
Name: a r rn a �-wc e
Title: Preis �� �fi
Date: ,lo7 -,?S
S7296- 0001 \787786v I .doc -7-
City Clerk Linda D vine
Date: Y -17 -0
Approved as to form:
By: elz
ity Attorney Quinn M. Barrow
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CITY OF LONG BEACH
- DEPARTMENT OF HUMAN RESOURCES
411 WEST OCEAN BOULEVARD,0 LONG BEACH,CALIFORNIA 90802 L (562)570-6754 (562)570-5375 FAX
RISK MANAGEMENT BUREAU
May 4,2020
City of Seal Beach
Atm:Glona Harper,City Clerk
211 Eighth Strect
Seal Beach,CA 90740
Re: Agreements for Animal Control ServicesBetween the City of Long Beach("Long Beach")and the City of Seal
Beach("Seal Beach")
Dear Ms.Harper:
I am the risk manager of the City of Long Beach("City")who oversees risk management,and as such,1 am familiar with the
City's current self insurance coverage for public liability and property damage liability insurance and workers'compensation. The
City maintains permissible programs of self insurance for workers'compensation pursuant to the Labor Code of the State of
California and for commercial general liability self-insurance equivalent in scope to ISO CG 00 01 10 93 with limits of
55,000,000 peroccurrence and 55,000,000 in aggregate(public liability and property damage liability insurance).
This letter certifies that the City of Long Beach is self-insured with respect to the subject Agreements,including,but not limited
to,the following:
Agreement Name Agreement Initial Agreement Period A6reement
Number Extension Period
N pears
Agreement for Animal Control Services Between the City 26745 July 1,1999 to June 30.2000 2
of Lorm Beach and the City of Seal Beach
Agreement for Animal Control Services Between the City 27863 July 1,2002 to June 30.2003 2
of Long Beach and the City of Seal Beach
Agreement for Animal Control Services Between the City 29026 December 1,2004 to June 30.2006 2
of Lorm Beach and the Ciry of Seal Beach
.Agreement for Animal Control Sen-ices Between the Cin' 3[707 July 1,2010 to June 30,2012 2
of Lona]each and the City of Seal Beach
.Agreement for Animal Comrol Services Between the City 34620 July 1,2016 to June 30,2018 2
of L,011A Beach and the City ofs,o Iknch
Pursuant to the California Crovemment Tort Claims Act(Government Code sections 910-996.6).written claims seeking money or
damages from the City or one of its employees must be properly Cited with the City,with very limited exceptions,within six
months from the date of the occurrence that gives rise to the claim(See Government Code section 9112).The City of Long
Beach has a standard claim form that must be filed in person,or by mail,directly with the Long Beach City Clerk located at 411
West Ocean Boulevard,Lobby Level.Long Beach,CA 90802.Thu City will review,and where appropriate,take action on any
and all claims.
Vey truly yours
J lee ichardson,CSP
Pis anager
City of Long Beach