HomeMy WebLinkAboutItem 2i - Animal Control Services
DATE:August 1,2017
TO:Honorable Mayor andCity Council
FROM:Robert Guthrie, Chief of Police
By: Jennifer Brutus, Management Analyst
SUBJECT:PROFESSIONAL SERVICESAGREEMENT WITH PASADENA HUMANE
SOCIETY & SPCA FOR ANIMAL CONTROL SERVICESIN AN AMOUNT
NOT TO EXCEED $173,555
Recommendation:Approve
SUMMARY
Theexisting professional services agreement with the Pasadena Humane Society &
SPCA (“PHS”) for animal control servicesexpiredonJune 30, 2017.It is recommended
that the City Council approve, and authorize and direct the City Manager toexecute
Professional Services Agreement with PHS for two years, with an option to renew for
three additional one-year periods,at a cost not to exceed $85,495 for year one and
$88,060 for year two.
BACKGROUND
Since 1993, the City has had an agreement with PHS for animal control services,and they
have provided adequate services to the Arcadia community. Under the Agreement, PHS
has provided/handled animal patrol services, animal pick-upand drop-offservices,
acceptance of animals (live strays and deceased animals), impoundment, animal cruelty
complaints, euthanasia, adoption services, wildlife control services, and animal
sterilization,amongst other services. PHS has also provided a City Pound to provide
animal shelter,nutrition,and basic veterinary care for animals impounded from Arcadia. In
addition, PHS has helped the City make suredog owners are in compliancethrough the
use of a computerized licensing renewal system,working with local veterinarians to
maintainvaccination records, and conductingfollow-up contacts with pet owners. Finally,
the organization offers low cost spay/neutering and vaccination services to Arcadia
residents.
For the past 24 years, the City has been renewing its contract with PHS for one year at
a time,and each year the contract price increased by a range of 2%-3%. For FY2016-
17,the contract price was $79,317. Although PHS’s performance has been positive and
PSA for Animal Control Services-Pasadena Humane Society & SPCA
August 1, 2017
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adequate over the years, it is the City’s purchasing policy that a new Request for
Proposals be conducted regularly to evaluate cost-effectiveness and performance
standards. Therefore, a formal Request for Proposals was conducted inMarch 2017 to
ensure the best and most qualified animal controlservices agency isbeing utilized to
meet the needs of the City.
DISCUSSION
Staffemailed the RFP directly to local animal control services agencies including Los
Angeles County Department of Animal Care and Control, Inland Valley Humane Society
& SPCA, Pasadena Humane Society & SPCA, San Gabriel Valley Humane Society, and
Southeast Area Animal Control Authority (“SEAACA”). After a four week submission
period during which a Notice Inviting Proposals was also published twice in the Arcadia
Weekly,one animal control services proposal was received from Pasadena Humane
Society & SPCA on May 30, 2017.LA County Animal Control and Inland Valley
Humane Society informed the City that they are not taking new clients at this time and
would be unable to accommodate additional animals and service calls from Arcadia.
San Gabriel Valley Humane and SEAACA did notsubmitbids.
Under thenew Agreementwith Pasadena Humane Society, which will be for a two-year
period with the option to renew for three additional one-year periods, the contract price
will bebased on a per capita rate. For FY2017-18, PHS agrees to pay $1.47 per capita,
which is$85,495. This is a $6,178 increase from FY2016-17 or about 7.8%. For
FY2018-19, the per capita rate will increase by the Consumer Price Index (“CPI”) or 3%,
whichever is less. All services provided under the existing contract would remain the
same.
In order to provide a complete picture of options, the alternative of establishing an in-
house Animal Controlprogramwas evaluated. However, this would be a costly
endeavor requiring dedicated personnelwith expertise in animal control,new
infrastructure such as kennel facilitiesandvehicles, and a large amount of operations
equipment andsupplies tomaintain current service levels. Even prior to contracting
with PHS, the City of Arcadia was well aware of the extraordinary costs involved in
operating its own program,and contracted animal control services with Los Angeles
County Animal Care and Control from 1958 to 1993. Briefly, in 1976 and 1977, the City
contracted with San Gabriel Valley Humane Society only to return to the County at the
end of the contract.
For the past two years, PHS has collected averagerevenue of $77,300 per year in
Arcadia animal licensing and impound fees. PHS has retained all fees collected as per
the existing Agreement.
PSA for Animal Control Services-Pasadena Humane Society & SPCA
August 1, 2017
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Pasadena Humane Society –Annual Revenue Collections
Fee TypeFY2015-16FY2016-17
License Fees$75,231.75$71,297.74
Impound Fees $4,197.00$3,937.00
Total$79,429.75$75,234.74
Based on this revenue information, afeasibility study was conducted to determine if it is
in the best interest of the City to establish and operate its own Animal Control Services.
The following is an example of the total cost for a one-year pilot program for animal
control services, not including the potential cost to either build a new facility or
repurpose existing infrastructure for animal control:
City of Arcadia NewProgram
Example Operating Budget for FY2017-18
Animal Control Services
Ongoing Expenses:
Personnel Costs
2Animal Control Officers (non-sworn, $61,380 annual salary)$122,760
Plus Medical and Retirement Benefits$92,070
1 Licensing Officer (non-sworn, $69,408 annual salary)$69,408
Plus Medical and Retirement Benefits$34,704
1Supervisor (non-sworn, $75,000 annual salary)$75,000
Plus Medical and Retirement Benefits$37,500
$431,442
Supplies& Equipment
Equipment $50,000
Total Operating Costs$481,442
Minus Revenue from Licensing and Impound Fees($75,235)*
*estimate based on FY2016-17 fee collections data
Total Net Operating Costs$406,207
One-Time Expenses:
2Animal Control Vehicles$100,000
Start-up Equipment $300,000
New Animal Control Services Facility $1,500,000
$1,900,000
A new Animal Control Services program entails ongoing and one-time expenses. First
year net operating costs are estimated to be $406,207and would require an additional
$400,000 in one-time costs for new start-up equipment and vehicles for atotal program
PSA for Animal Control Services-Pasadena Humane Society & SPCA
August 1, 2017
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cost of $806,207.This additional expenditure would be supportedby theCity’s General
Fund.
Construction of a new animal control servicesfacility could cost the city upwards of a
million dollarsor becomea multi-million dollar projectdepending on the design,
amenities, and suitability. It is important to note the components of an animal shelter in
order to recognize all of the costs involved,which include kennel areas for dogs, cat
housing, housing for other animal types, receiving and treatment areas,adoption
section, euthanasiasection, spay and neuter program, support areas such as laundry,
cleaning equipment and storage, crematory, supplies and equipment storage, lobby and
reception, public restroom, shower and locker rooms, parking, and heating, ventilating,
and air conditioning systems,amongst others.
The City of Rialto is one example of an agencythatoperates its own animal control
program. The Rialto Police Department spends approximately $346,000 per year in
operations for three animal control services officers, one licensing officer, and a short-
term kennel, along with service fees for San Bernardino County Animal Shelter,who
take in most of their animals. The City already has an on-site kennel and operating
equipment.
Additionally, if the City decided to move forward with establishing its own animal control
center, the City would still need to have an arrangement with an area shelter to house
animals that are either not picked up from the city kennel,or are in need of medical
services. Since the other four local animal control services agencies declined new
clients or refrained from bidding, PHS is the only agency available and interested in
providing services to Arcadia residents.
The feasibility data shows that PHS is the more cost effective solution.Ultimately, the
City is unable to compete with PHS’s program offerings due to a lack of animal control
resources and field expertise. The cost to operate the program would certainly outpace
the program’s two revenue streams –impounds and licensing fees. PHS, being a leader
in the field with many clients, is able to achieve economies of scale and pass on the
benefits of lower cost animalcontrol services to the City and Arcadia residents. By
continuing to contract out animal control services, the City is able to achieve
considerable cost savings through the vast array of animal control services provided by
PHS. Additionally, PHS has a positive relationship with the community for its humane
approach towards the treatment, housing, nurturing, and, as necessary, euthanization of
animals.
Overall, Pasadena Humane Societyis a qualified agency that has the experience to
continue providing animal control services to the City. Other nearby cities and
unincorporated communities that currently contract with PHSfor animal controlservices
include Altadena, Bradbury, Glendale, La Canada, La Crescenta, Monrovia, Pasadena,
San Marino, Sierra Madre, and South Pasadena. Staff also researched the cost of
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August 1, 2017
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animal control services for these cities and found the general consensus to be that in-
house animal control programs are cost-prohibitive.
Therefore, it is recommended that the City Council approve PHSas the City’s provider
of animal controlservices for the period of July 1, 2017, through June 30, 2019, with the
option to renew on a year-to-year basis for three additional one-year periods.
FISCAL IMPACT
The first-year cost ($85,495) has been budgeted in the City’s FY 2017-18 Operating
Budget. Year two will be budgeted in its respective operating budget for FY 2018-19.
RECOMMENDATION
It is recommended that the City Council approve, and authorize and direct the City
Manager to execute a Professional Services Agreement with Pasadena Humane Society
& SPCA for animal control services in an amount not to exceed $173,555.
Attachment: Proposed Professional Services Agreement
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENTREGARDING
ANIMAL CONTROL SERVICES
1.P ARTIES AND D ATE.
This Agreement is made and entered into this ____ day of July, 2017by and
between the City of Arcadia, a charter city organized under the Constitution and laws of
the State of California with its principal place of business at 240 West Huntington Drive,
Arcadia, California 91066-6021 ("City") and Pasadena HumaneSociety & SPCA, a
Non-Profit Corporationwith its principal place of business at 361 SouthRaymond Ave.,
Pasadena, California 91105("Consultant"). City and Consultant are sometimes
individually referred to as “Party” and collectively as “Parties.”
2.R ECITALS.
2.1Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing Animal
Control Servicesto public clients, is licensed in the State of California, and is familiar
with the plans of City.
2.2Project.
City desires to engage Consultant to render such services for theAnimal Control
Services project (“Project”) as set forth in this Agreement.
3.T ERMS.
3.1Scope of Services and Term.
3.1.1General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional Animal
Controlconsulting services necessary for the Project ("Services"). The Services are
more particularly described in Exhibit "A" attached hereto and incorporated herein by
reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
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3.1.2Term. The term of this Agreement shall be from July 1, 2017,
through June 30, 2019, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines. This Agreement may be extended by mutual
agreement of the Parties on a year-by-year basis for a maximum of three (3) one (1)
year additional terms. If such option is exercised, the terms and conditions quoted
herein (with the exception of pricing) are to remain firm for the term extension(s) of this
Agreement. Any adjustments to pricing shall be agreed to by the Parties in writing prior
to the commencement of any term extension(s).
3.2Responsibilities of Consultant.
3.2.1Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
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to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
follows: Julie Bank, President/Chief Executive Officer, and Elizabeth Richer Campos,
Senior Vice President.
3.2.5City’s Representative. The City hereby designatestheChief of
Police, or his or her designee, to act as its representative for the performance of this
Agreement (“City’s Representative”). City’s Representative shall have the power to act
on behalf of the City for all purposes under this Contract. Consultant shall not accept
direction or orders from any person other than the City’s Representative or his or her
designee.
3.2.6Consultant’s Representative. Consultant hereby designates Julie
Bank, Chief Executive Officer, or her designee, to act as its representative for the
performance of this Agreement (“Consultant’s Representative”). Consultant’s
Representative shall have full authority to represent and act on behalf of the Consultant
for all purposes under this Agreement. The Consultant’s Representative shall supervise
and direct the Services, using his best skill and attention, and shall be responsible for all
means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staffat all reasonable times.
3.2.8Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant’s failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub-
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to thesafety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
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3.2.9Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, and employees free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or
alleged failure to comply with such laws, rules or regulations.
3.2.9.1Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its directors, officials, officers and
employees, from any liability, damages or causes of action arising out of or relating to
any claims that Consultant's employees, or the employees of any subcontractor hired by
Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and/or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subcontractor(s).
3.2.10Insurance.
3.2.10.1Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant’s policies of insurance.
3.2.10.2Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer’s consent to naming City, its directors, officials, officers,and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
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(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based)at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
and borrowed by Consultant or for which Consultant is responsible; and (3) Workers’
Compensation and Employer’s Liability: Workers’ Compensation insurance as required
by the State of California and Employer’s Liability Insurance.
The City, its directors, officials, officers, and employees shall be listed as additional
insured. Any deductibles or self-insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B)Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability:$1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability:$1,000,000 combined single limit per accident
forbodily injury and property damage; and (3) Workers’ Compensation and Employer’s
Liability:Workers’ Compensation limits as required by the Labor Code of the State of
California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3Professional Liability. Consultant shall procure and
maintain, and require its sub-consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A)General Liability. The general liability policy shall be
endorsed to state that: (1) the City, itsdirectors, officials, officers, andemployees shall
be covered as additional insured with respect to liability arising out of Services
operations and for completed operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2)
the insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or
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self-insurance maintained by the City, its directors, officials, officers, employees and
volunteers shall be excess of the Consultant’s insurance and shall not be called upon to
contribute with it in any way.
(B)Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, and
employees shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the
insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers,and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, andemployees
shall be excessof the Consultant’s insurance and shall not be called upon to contribute
with it in any way.
(C)Workers’ Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, and employees for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D)All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non-renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non-payment of premium, ten (10) days notice of cancellation for non-payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, and employees.
3.2.10.5Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, and employees.
3.2.10.6Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects theCity, its
directors, officials, officers, andemployees; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
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3.2.10.7Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best’s rating no less than A:VII, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8Verification of Coverage. Consultant shall furnish City
withcompleteand accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.10.9Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work isto be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10Material Breach. Lack of insurance does not negate
Consultant’s obligations under this Agreement. Maintenance of proper insurance
coverage is amaterial element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3Fees and Payments.
3.3.1Compensation. Consultant shall receive compensation, including
reimbursements which receive the City’s prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit"C" attached hereto and
incorporated herein by reference. The total compensation shallnot exceed eighty-five
thousand four hundred ninety-five dollar ($85,495)for year one (FY2017-18) and
eighty-eight thousand sixty dollars ($88,060) for year two (FY2018-19) without
written approval of the City Manager. Extra Work may be authorized, as described
below, and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
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3.3.2Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates completedanimal control servicesrendered
by Consultant. The statement shall describe the amount of Services provided since the
initial commencement date, or since the start of the subsequent billing periods, as
appropriate, through the date of the statement. City shall, within thirty (30)daysof
receiving such statement, review the statement and pay all approved charges thereon.
3.3.3Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4Accounting Records.
3.4.1Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5General Provisions.
3.5.1Termination of Agreement.
3.5.1.1Grounds for Termination. Citymay, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
A termination without cause byCity shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant’s performance prior
to the date of termination.
3.5.1.2Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
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connection with the performance of Services under this Agreement. Consultant shall be
required toprovide such document and other information within fifteen (15) days of the
request.
3.5.1.3Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Consultant:
Pasadena Humane Society & SPCA
361 S. Raymond Ave.
Pasadena, CA 91105
Attn: Julie Bank, President/CEO
City:
City of Arcadia
Police Department
250 West Huntington drive
Arcadia, CA 91007
Attn:Chief of Police
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3Ownership of Materials and Confidentiality.
3.5.3.1Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates,and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement (“Documents & Data”). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
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to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City’s sole risk.
3.5.3.2Confidentiality.Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials
shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or
the Project. Nothing furnished to Consultant which is otherwise known to Consultant or
is generally known, or has become known, to the related industry shall be deemed
confidential. Consultant shall not use City's name or insignia, photographs of the
Project, or any publicity pertaining to the Services or the Project in any magazine, trade
paper, newspaper, television or radio production or other similar medium without the
prior written consent of City.
3.5.4Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmlessfrom any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants and
contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of all consequential
damages and attorney’s fees and other related costs and expenses. Notwithstanding
the foregoing, to the extent Consultant’s Services are subject to Civil Code Section
2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant. Consultant shall defend with
Legal Counsel of City’s choosing, at Consultant’s own cost, expense and risk, any and
all such aforesaid suits, actions or other legal proceedings of every kind that may be
brought or instituted against City, its directors, officials, officers,andemployees.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, andemployees, in any such suit, action or
other legal proceeding arising from Consultant’s performance of the Services, the
Project or this Agreement; except to the extent that liability is caused bythe active
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negligence or willful misconduct by the City or its directors, officials, officers, and
employees. Consultant shall reimburse City and its directors, officials, officers, and
employees, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant’s
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
the City, its directors, officials, officers, andemployees, and shall take effect
immediately upon execution of this Agreement.
3.5.5.2The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7Attorney’s Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys’ fees and all other costs of such
action.
3.5.8Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
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Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
andemployees except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtainany present or anticipated material
benefit arising therefrom.
3.5.19Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non-discrimination shall
include, but not be limited to, all activities related to initialemployment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
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3.5.20Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's 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.
3.5.21Authority to Enter Agreement.Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.5.23Exhibits and Recitals.All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
3.6Subcontracting.
3.6.1Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
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In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIAPASADENA HUMANE SOCIETY &
SPCA
By __By ____________________________
Dominic LazzarettoJulie Bank
City ManagerPresident/CEO
Date: ______________________Date:__________________________
ATTEST:
___________________________
City Clerk
APPROVED AS TO FORM:CONCUR:
_________________________________________________________
Stephen P. DeitschRobert T. Guthrie
City AttorneyChief of Police
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E XHIBIT "A"
S COPE OF S ERVICES
CONSULTANT’SRESPONSIBILITY
For all requests, the Contractor will respond accordingly twenty-four (24) hours
per day, seven (7) days a week.
Consultantwill be responsible for, but not limited to the followingin providing Animal
Control Services to the City:
1.Acceptance of Animals:The provider shall accept animals on behalf of the City of
Arcadia that are brought in by the Contractor’s Animal Control Officers. This
includes live strays, deceased animals for disposal, and owner-releases for
adoption or euthanasia.
2.Drop-off Procedures:The Contractor shall provide a procedure whereby animals
may be delivered to the shelter by Arcadia citizens.
3.Impoundment Procedures:All animals shall be held in accordance with California
Food and Agriculture Code. For dogs and cats this is a period of four(4)
business days not including the day of actual impoundment.
4.Patrol Services:The Contractor will provide patrol services on the streets and
public ways of City with manned radio-equipped vehicles Monday through
Saturday 7:00 a.m. to 4:00 p.m., as well as after 4:00 p.m. on an as needed
basis. The Contractor will patrol on Sundaysupon request from the City.
5.Pick Up Service:Pick up and impound stray animals, and pick up and impound
any other animal within the City that may be lawfully impounded on the request of
any residents, and enforce all Code provisions and state law pertaining to
impounding of animals, by court proceedings if necessary.
6.Pick Up Service Hours:
o Emergency pick up service 24 hours per day, 7 days per week, for sick or
injured animals, or animalsinvolved in biting cases that Contractor
believes to be strays.
o Pick up any stray animal at any time in response to a request by a police
employee or City official
7.Pick up service for stray animals (that are not sickor injured) during the time
scheduled patrol upon the request of animal owners residing within the City of
Arcadia.
8.Animal Bites:The Contractor will investigate bite reports and work with the City’s
Health Department to ensure that, when appropriate, animals are quarantined at
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their owner’s residenceor Consultant will pick up and hold at the shelter
quarantine animals involved in biting incidents.The Contractor will file a cite
report with the City’s Health Department (Los Angeles County Department of
Health) at the request of the City or resident. The Health Department will
designate and then lift the quarantineas necessary.
9.Investigations:The Contractor shall investigate all cruelty to animal charges and
complaints brought to the Contractor’s attention by any person, and all
complaints for barking and/or excessively noisy dogs and other animals.
10.Provide the City with written procedures for investigating cruelty to animal
complaints and barking dog complaints. The Contractor shall cooperate with the
Arcadia Police Department and the City Attorney’s Office with regard to
requested investigations concerning animal problems. The Contractor shall
provide copies of all the Contractor’s incidents and operations in the City upon
the request of the Chief of Police, or his or her designee.
11.Health Department Quarantine:The Contractor shall pick up, accept, care for,
and maintain in custody any animal from within the City’sterritory to be held for
observation by the City’s designated Health Department.
12.Deceased Animals:The Contractor shall dispose of carcasses of all animals,
which come into its possession. The Contractor shall also pick up and dispose
of any dead animal from private property withinCitylimitswithout additional
charge to the City, and pick up and dispose of all dead wild animals and all dead
domestic animals from public streets and public and private property without
additional charge.
13.City Pound:The Contractor shall furnish and maintain without charge or
expense to the City, a building or enclosure, to be known and designated as the
“City Pound” which shall be suitable for keeping and safe holding therein of all
animals,which areby law subject to impound. The Contractor shall provide
adequate shelter, care, and emergency veterinary services at the City Pound.
14.Deputy Poundmaster:The Contractor shall pay for and appoint the services of a
Deputy Poundmaster.
15.Citations:The Contractor shall have at least one of its Animal Control Officers
qualified as a Humane Officer pursuant to Section 14502 of the California
Corporations Code. All other Animal Control Officers will either be qualified or in
the process of qualifications to be completed within 12 months from the time
each is appointed as an Animal Control Officer by the Contractor.
16.Special Handling:The Contractor must ensure that animals with Police holds,
quarantines or pets held in protective custody be in an isolated area,not
permitting the public to have access or visits.
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17.Other Animals:The Contractormust ensure that the shelter would accept all
animals including exotic animals, birds and livestock.
18.Records:The Contractor shall be required to develop its own record-keeping
procedure and maintain records of all animals it handles in the performance of
the contract.
Upon request, the Contract shall provide revenue data regarding fees collected
for Arcadia animal control services for specific time periods.
The Contractor shall keep comprehensive records and submit regular monthly
reports to the assigned designee of the Arcadia Police Department.
The reports submitted to the Arcadia Police Department shall at a minimum
include the field officer statistics, number of impounded animals by animal type,
disposition of animals, live animal intake, number of euthanasia cases and
reason, animal outcome report, active number of cases for Arcadia at month-
end, and impound and license fees collected.
The following is a more comprehensive list of the desired information in the
monthly report.
Description of the animal, including its breed, color, size, sex,
disposition
Datesanimal(s)was brought in, where and how the animal was
obtained
•The animal’s owner
Durationanimalof stay
When the animal was redeemed
•Who redeemed the animal
When ananimal was adopted
When ananimal was euthanized
Disposition of all complaints regarding animals
All dangerous or potentially dangerous animals and dog-bite incidents
Records of licenses sold withnames and addresses
Fees collected(impounds and licenses)
19.The Contractor shall solely use a humane approach towards the treatment,
housing, nurturing, and as necessary, euthanization of animals. Euthanization
shall be accomplished in a manner approved by Federal or State regulations,
which shall not subject animals to any unnecessary pain.
20.The Contractor shall provide a variety of officers ranging from Animal Control
Officersto California State Humane Officers to respond to calls depending upon
the nature of the call and the expertise required.
21.Before any animal is adopted, the Contractor shall screen interested applicants
for adoption to assure environmental suitability for the animal’s welfare.
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22.The Contractor shall maintain aCommunity Volunteer Program.
23.The Contractor shall provide the City withcurriculum for a humane education
program. The Cityencouragesthe developmentof a relationship between the
Contractor and the schools in the Arcadia community.
24.Undomesticated Animals/Wildlife: The Contractor shall assist the City with
trapped wildlife that are sick, injured or dangerous as is appropriate and within
California State law requirements.
25.When animals are adopted from the shelter, quality sterilization services are part
of the adoption feeand will be performed in the Contractor’s facility.
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Exhibit "B"
S CHEDULE OF S ERVICES
Consultant shall perform animal control duties as required pursuantto the terms of the
Agreement and as specified in the Scope of Services (Exhibit “A”) section.
B-1
Exhibit "C"
C OMPENSATION
City shall compensate Pasadena Humane Societyfor the services provided hereunder
as follows:
Not to Exceed Annual Cost
Term
Year 1$85,495
July 1, 2017 –June 30, 2018
Year 2$88,060
July 1, 2018 –June 30, 2019
For Fiscal Year 2017-18 (Year 1), Arcadia agrees to pay $1.47 per capita, which is $85,
495. For Fiscal Year 2018-19 (Year 2), the per capita rate will increase by Consumer
Price Index (CPI) or 3%, whichever is less. If Contract is extended, the per capita rate
will follow CPI increases. The total annual cost for Year 2 shall not exceed $88,060.
C-1