Liberty Humane Society/Jersey City Contract Extension (December 2010)

8/8/2019 Liberty Humane Society/Jersey City Contract Extension (December 2010)

1/9

Resolution of the City of Jersey City, N.J.City Clerk File No.Agenda No.Approved:

Res. 10-8341O.Z.13

TITLE:

RESOLUTION AUTHORIZING EXTENSION OF CONTRACT WITHLIBERTY HUMANE SOCIETY, INC. FOR ANIMAL SHELTERMAAGEMENT SERVICES FOR THE DEPARTMENT OF HEALTH &HUMAN SERVICES

COUNCIL OFFERED AND MOVED ADOPTION OF THE FOLLOWING RESOLUTION:WHEREAS, there exists a need to provide animal shelter management services for the Deparmentof Health & Human Services; and .WHEREAS, on Januar 13,2010 the City of Jersey City (City) approved Resolution NoJO-0181O.R awarding a contract to Libert Humane Society, Inc. (LHS) in the amount of $283,506 toprovide animal shelter management services for the Deparent of Health & Human Services fora period of twelve months effective November 1,2009 thr October 31, 2010; andWHEREAS, Pursuant to NJ.S.A. 40:48-5.1, the City desires to extend'LHS contract for anadditional six months effective November 1,2010 thr April 30, 2011; andWHEREAS, the total contract amount is $141,753 for a period of six months effective as ofNovember 1,2010; andWHEREAS, the funds in the amount of$5,000.00 are available in Account No. 1-201-27-331-314and the remaining balance will be made available in the City's 20 Calendar year temporar orpermanent budget~

NOW, THEREFORE, BE IT RESOLVED, by the Municipal Council of the City of Jersey Citythat:1. The Mayor or Business Administrator is authorized to execute an agreement with LHS, insubstatially the form attched, to provi~e anmal shelter management services to the City;2. The contract shall be for a six months term effective as of November 1,2010 and the totalcontract amount shall not exceed $141,753; .3. Pursuant to NJ.A.C. 5:30-5.5(a), the continuation of the contract afer the expenditue of

fuds encumbered in the 2011 calenda year temporar budget shall besubject to theavailabilty and appropriation of sufcient fuds in the 2011 transitional or calendar yearpermanent budget; ,4. Ths agreement shall be subject to the condition that LHS provide satisfactory evidence of

~. Pt '~Qcompliance .with the ~rmative Action Amendments to the Law Againt Discriation.~~dN.J.S.A. 10.5-31 ~~., and '~\ ' '


2/9

City Clerk File No. Pg. # 2Agenda No. Res. 10-834Approved 10.Z.13TITLE:

RESOLUTION AUTHORIZING EXTENSION OF CONTRACT WITH LIBERTYHUMANE SOCIETY, INC. FOR ANIMAL SHELTER MANAGEMENT SERVICES FORTHE DEPARTMENT OF HEALTH & HUMAN SERVICES

I, , Donna Mauer, Chief FinancI1 Offcer, hereby, certifY thatthere are suffcient fuds in the amount of$5,000.00 in Account No. 1-201-27-331-314; P.O.#

APPROVED:APPROVED:

APPRO~,r~~ '- Corporation CounselCertifcation Required 0Not Required D APPROVEDRECORD OF COUNCil VOTE ON FINAL PASSAGE . 12115110COUNCILPERSON AYE NAY N.V. COUNCILPERSON AYE NAY N.V. COUNCILPERSON AYE NAY N.VSOTTOLANO GAUGHAN , BRENNADONNELLY FULOP FLODlOPEZ RICHARDSON VElAQUEZ,./ Indicates Vote

Adopted at a meeting of the Municipal Council of the City of Jersey Cit, N.J. N.V.-Not VoMg (Abstain

Mariano Vega, Jr., President of Council Robert Byrne, Cit Clerk


3/9

AGREEMENT. --AGREEMENT made this _ day of ,2010 between the CITY OF JERSEYCITY, a Municipal Corporation of the State of New Jersey ("City") and UBERTY

HUMANE SOCIETY, INC., a non-profit corporation of the State of New Jersey ("Contrac-tor" or "LHS"), P.O. Box 3766, Jersey City, New Jersey

WHEREAS, Libert Hliane Society, Inc. (LHS) provided the City of Jersey City(City) with animal shelter management services under a five year contract which ran from, (ovember 1,2004 through October 31, 2009; and

WHEREAS, LHS provided the services in an effective and efficent maner; andWHEREAS, N.J.S.A. 40:48~5.1 authorizes a municipality to negotiate and award a. ,contract without public bidding to a, nonprofit humane society which has " continuouslymaintained a pound for: at least one year; and .WHEREAS, LHS satisfies the requirementsofN.J.S.A. 40:48-5.1; andWHREAS, R~solution approved on

Agreement betWeen theCityandLHS; and, 2010 authorized this

WHREAS, LHS will manage the operations ofthe JerseyCity anmal shelter for aterm of-six-:(6) months effective'-as'ofNovember 1.,2010; andWHEREAS, the City agrees topayLHS a semiamual feeof$141,753.DO.. \J 'NOW, THEREFORE, inconsideration of the mutul promises and covenants setforth h~rein, the paries agree as follows:

'

The purose...oLihs Agreement is for Coritractorro._,pro.v.ide .animaL sheltermanagement services as described in Exhbif A (the City's RFP)andin Exhbit B(Contractor' s response). .

ARTICLE IPurose of Agteement

ARTICLE IIScope of Services

', . . ". . .1. Contractorshall perform for the City alhhe services as described in tJe City's

Requesffor Proposals (RP), Contractor's Proposal dated May 10, 2004, and Contractor'sProposaJ'Clarficatiop letter dated July 6, 2004'(Exhbit C) which are attched hereto and, , 'incorporated herein by reference (Contract. Documents). The contract consists of ths


4/9

Agreement and the Contract Documents. This Agreement and the Contract Documents areintended to complement and supplement each other. In the event that there is a conflct ordiscrepancy between the provisions of this Agreement, and the Contract Documents, theprovisions of this Agreement shall govern over the provisions of the Contract Documentsand the provisions of the City's RFP shall govern over the Contractor's Proposal dated May10,2004 and Contractor's Proposal Clarification letter dated July 6, 2004.

2. ' The contract term is for six (6) months effective as ofN ovember 1, 2010 andending on April 30, 2011. .3:. . .. It shall be the Contractor's responsibllity to provide and pay for veterinar

services for all nmals that become sick while under the Contractor's care at the shelter. Itshall be the Contractor's responsibility to transport to the veterinarian anals that becomesick at the shelter. '

City.. , ,

. Contractor agrees that it wil admit to the pound all anmals brought by the

,.5. '" The, sco.pe of services to be performed shall not be materialy different from,or more or less extensive, than those specified above uness suchmdificatiI1sare reduced. in wrting and signed by authorized representatives of the City and Contractor. Any

, modifi.cations which increase the compensation of Contractoi:,;shall require the priorauthorization oftlie governing body of the City. '"

. ARTICLE III ., Contractual Relationship' ,.

1. In performing the services under this Agreement, Contractor shall operate andhave the status of an independentconfractor and shall not act as an agent or employee of,City. As an independentcontractor~ Contractor shall be solely respon~ible for determnigthe IIeans and methds of performing the conslting, services described in. the Scope' ofServices.

.2. Contractor shall perform the servicesto...be.fushed under. this Agreement:_, . with the degree', of skill and care . that is required bycustomaily accepted competent

, professional practices to assure that all work and services are correct and appropriate for the, puroses intendd.

, I

2


5/9

ARTICLE ivCompensation and PaymentI. In consideration for providing animal shelter management services, the Cityshall pay the Contractor a semianual fee of$141,753.00 in monthly payments.2. The Contractor shall invoice the City at the endf each month for one sixth ofthe

semianual fee. ,The invoice shall include a sumar of the performance of the shelter's'operations for the month being biled. This invoice is iI' addition to the reporting asdescribed in the RFP . and the Contractor's Proposal. The Contractor shall provid,edoc,umentation to support the amount biled. Documntation shall include,butnot be limitedto paid invoices for services or materials purchased by the Contractor, payroll registers, andcanceled checks.

ARTICLE V .'InsuranceI ~ Contrctor shall purchase and maitain the following insUrance durng the ,

terms of ths Ccmtract:. '. ,A. . . $1,000,000.00 perincIdent in personaV general1iability insuranceand $50,000.00 in

propert. damage liability insurance. Insurancecertficate must name the City-ofJ ersey Cityas an additional insured. ' .B: . .,Workmen's Compensation. Insurance;"beneft.securng corpensationfor..he benefit

. of the employees of Contractor in. the_sum of. one hundredthOlisand dollars ($100,000)(Statutory). .- .. . . - .; , Contractor agres to procure and maintain insurance of the kids and in theanouitshereinbove providedbyinsliance companes authorizedto do business in the StateofN ew Jersey, as rated in the Best Key Rating Guide for Propert and Casualty coverig alloperations uider this Contract. i. 'Before' commenCing 'perforrance of the management" services, Contractor, shallfush the Citycerticatesfinsutance. ' ,3. The insUrance polides described in ths Article shall be kept in force fortheperiod specifiedbelw. . .. ". . : . ',' .'

, , All coverage :shoud remain iIieffectfor tleteri oft~e contract.

, '3


6/9

ARTICLEVITermination for Cause1. In the event the performance by theContractofofthe'services provided for

under this Agreement is unsatisfactory to the City, the City agrees to notify the Contractor,and the Contractor agrees to within thirt (30) days rectify the unsatisfactory condition orpedormance. Should the unsatisfactory performance or condition 'not be rectified withinthirt (30) days of notice given, the City shall at its sole option be entitled to terminate thisAgreement immediately upon wrtten notice to ,the' Contractor uness rectification of suchunsatisfactory performance or condition canot reasonably be completed within such thirt(30) day- period .but the. Contractor shall have commenced to. rectify such unsatisfactoryperformance or condition within such thirt (30) day period and shall be diligently pursuingsuch cure; provided, that such unsatisfactory performance or condition: shall be cured no iaterthan niety (90) days after the date on which the Contractor was first notified thereof.Contra~tor is not entitled to any compensation subsequentto receiving notice ofteiminationfrom the City.

ARTICLE VIIArbitration..1 . Any disputes or claims.arising. out of this Agreement-or breach thereof, with

, the exception of disputes or claims involving non-payment of fees by the City or a decisionbyiheGityto termnate this Agreement, shaH be decided upon amutualIy-agreed upon single'arbitrator appointed in. accrdance with the rules f the American Arbitration Association.The Arbitrator shall be bound by the terms of this agreement and shall issue a wrtten opinionexplaining the reasons for this.award. .

2. A demand for arbitration shall be in wrting no later than 5 days after thewrtten decision of the City fJ ersey City Business Administrator on any claim or dispute'c~)Vered by this Agreement.

ARTICLEvrn.... )ndemnty, 1. Notwthstanding the imposition of joint or concurrent liability upon theCity by statute, ordinance, rule, regulation, or order, the LHS shall indemnify, defend and

hold the Cityhaness,exc'ept fOr negligence orW:llfu act of City's employees, contractors, or agent, agaist and from any and ll liability, fines, suits,' claims demands and action, andcosts and expenses"ofany-knd-'ornatue'''urng1he me'Of'tscAweement that may result'. or arse 'directly or indirectly, from or by reason of the performance of the contract or from. any act ot oInssion by tHS: its agents, servants, iiivitees, and! or employees that result il anyi ..' . . .

4


7/9

loss oflife or propert or in any 'injur or damage to persons or propert; If the LHS shallbe required to defend any action or proceeding pursuant to this paragraph to which action orproceeding which the City is made a par, the City shall be entitled to appeal, defendorotherwise take part in the matter involved, at its election, by counsel of its own choosing,providing such action by the City does not limit or make void any liability of any insurer ofthe City, or the LHS hereunder in respect to the claim or matter in question; and fuherproviding that such action by the City is at the City's sole cost and expense if such action orproceeding involves.a claim which is less than the insurance coverage provided by the LHStherefore. Notwithstanding anything to the contrar herein, theLHS shall.have no obligation'to indernfy,defend or hnld the City harless pursuant to this Sectionfor any liability,propert damage, loss, or personal injury (I) that are caused by the acts or. omissions of theCity, or any of its employees,c'ontractors or agents; (ii) that occured prior to the commenc~-ment of the term of this Agreement; or (iii) violations of Legal Requirements whiqh exist atthe commencement of this Agreement. LHS' s liability uncter this Agre~ment shall continueafter the termination of it with respect to any liability, loss, expense or damage resulting fromacts occurrng prior to termination.

ARTICLE IXEntire Agreement1. This Agreement constitutes the entire man3.em~nt agreement between City

and Contractor. It supersedes all prior or contempor.aneous communcations, representationsof agreement, whether oral or written with respect to the subject matter thereofand has beeninduced by no representations, statements or agreements other than those herei:nexpressed.No. agreement hereafter madebetwen the paries shall be binding on either par unlssreduced to wrting and signed by an authorized offcer of the par sought to be bound there.. .by. ' , .' ", . )

2. This Agreement shall in all respects be interpreted and constred and therights of the par thereto shall begovemed by the lawsofthe' State of New Jersey;

ARTICLE XIAssignentContractor shall niakeno assignment nor transfer ths Agreement or assign or transfer

any par oftli work q.der this Agreement without the wrtten consent of the City. ThisAgreement shall be binding upon the paries hereto, their heirs, executors; legal representa-,tives and assigns. .

5.'


8/9

ARTICLE XIINoticeAll notices or other communications given hereunder shall be in writing and shall be 'deemed to be duly given if delivered to:John KellyBusiness AdministratorCity of Jersey City.280 Grove Street.lers.ey.City, NJ 07302

Alfred MarinoBoard PresidentLibertHumane Society, Inc.P.O. Box 3766 'Jersey City, NJ..D7.JD3.._""

ARTICLE XIIICompliance with Afrmative Action Plan

(a) If the Agreement exceeds $21,000.00, it shall be' subject to the AffirativeAction amendments to the Law AgainstDiscrimination, N.J.S.A. 10:5-31 et seq..(b) ,..This Agre.ementshall not become effective and Contractor.shallpr.vide no

services under this Agreement until it ha.s xecutd th following docurents: ' ,

, . .J. ',.... A supplemental Affirmative Action Agreement pursuanttol~ILi.s.A..1 0:5-31- et seq. (fr contracts which e~ceed $21,000.00). The Affirtlve Action Agreement is'attachetf hereto as Exhbit-."D;' ahd is 'incorporated he~ein by reference.2. An Afmiative Action Employee' Inormation Report (form AA-302) (forcontracts. which exceed $21;000.00). !..,..__.-, .

. " " . ARTICLE XI ". .City of Jersey City Contractor Pay-to-Play Reform Ordinance

'., , . Ths contract was awrdedin accordance with the City of Jersey City's Contractor'Pay-to-Play Reform Ordinance 08-128 adopted on September 23,.2008. As1suchthe

undersigned does hereby attest that Contractor, its subsidiares, assig,.or.,ricials haveneither made a reportble contrbution in the one year period preceding the date thatthe CityCouncil awards the contract (contrbutions made prior to'September 23, 2008'are exempt)that would be deemed to be a 'violation of Ordinance 08-128, nor will Contractor, . its

'subsidiares, assigns or principals make a reportble contrbutin durg the term of the, contractthat would be in vi61ationofOrdinance 08-128.' '.'. , . .... "',.~'.'.. ~ .6


9/9

IN WITNESS WHREOF, the parties hereto have caused. this Agreement to beexecuted by their duly authorized offiers.

Attest: City of Jersey City

RobertByre, City Clerk !ohn Kelly, Bl,siness AdministratorAttest:, Libert Humane Society, Inc.

, Alfred Marino, Bqard President

"

"'..

7'. :1.