Resolution of the City of Jersey City, N.J.

City Clerk File No.

Res. 10-834
1O.Z.13
Agenda No.
Approved:

TITLE:

RESOLUTION AUTHORIZING EXTENSION OF CONTRACT WITH

LIBERTY HUMANE SOCIETY, INC. FOR ANIMAL SHELTER
MAAGEMENT 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 Deparment
of Health & Human Services; and .

WHEREAS, on Januar 13,2010 the City of Jersey City (City) approved Resolution NoJO-018
1O.R awarding a contract to Libert Humane Society, Inc. (LHS) in the amount of $283,506 to
provide animal shelter management services for the Deparent of Health & Human Services for
a period of twelve months effective November 1,2009 thr October 31, 2010; and

WHEREAS, Pursuant to NJ.S.A. 40:48-5.1, the City desires to extend'LHS contract for an
additional six months effective November 1,2010 thr April 30, 2011; and

WHEREAS, the total contract amount is $141,753 for a period of six months effective as of
November 1,2010; and

WHEREAS, the funds in the amount of$5,000.00 are available in Account No. 1-201-27-331-314
and the remaining balance will be made available in the City's 20Ú Calendar year temporar or
permanent budget~

NOW, THEREFORE, BE IT RESOLVED, by the Municipal Council of the City of Jersey City
that:

1. The Mayor or Business Administrator is authorized to execute an agreement with LHS, in

substatially 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 total
contract 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 the
availabilty and appropriation of sufcient fuds in the 2011 transitional or calendar year
permanent budget; ,

4. Ths agreement shall be subject to the condition that LHS provide satisfactory evidence of

~\ ' '
~. Pt '~Qcompliance .with the ~rmative Action
~~dN.J.S.A. 10.5-31 ~~., and '
Amendments to the Law Againt Discriation.
 City Clerk File No. Pg. # 2
Res. 10-834
Agenda No.

Approved
10.Z.13

TITLE:

RESOLUTION AUTHORIZING EXTENSION OF CONTRACT WITH LIBERTY

HUMANE SOCIETY, INC. FOR ANIMAL SHELTER MANAGEMENT SERVICES FOR
THE DEPARTMENT OF HEALTH & HUMAN SERVICES

I, , Donna Mauer, Chief FinancIà1 Offcer, hereby, certifY that

there 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 Counsel

Certifcation Required 0

Not Required D APPROVED

RECORD OF COUNCil VOTE ON FINAL PASSAGE . 12115110
COUNCILPERSON AYE NAY N.V. COUNCILPERSON AYE NAY N.V. COUNCILPERSON AYE NAY N.V.

SOTTOLANO GAUGHAN , BRENNA

DONNELLY FULOP FLOD
lOPEZ RICHARDSON VElAQUEZ
,
./ Indicates Vote N.V.-Not VoMg (Abstain)
Adopted at a meeting of the Municipal Council of the City of Jersey Cit, N.J.

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

 AGREEMENT
. --
AGREEMENT made this _ day of ,2010 between the CITY OF JERSEY
CITY, 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

(City) with

November 1,2004 through October 31, 2009; and

, (
WHEREAS, Libert Hliane Society, Inc. (LHS) provided the City of Jersey City
animal shelter management services under a five year contract which ran from

WHEREAS, LHS provided the services in an effective and efficíent maner; and

WHEREAS, 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 " continuously
maintained a pound for: at least one year; and .

WHEREAS, LHS satisfies the requirementsofN.J.S.A. 40:48-5.1; and

WHREAS, R~solution approved on , 2010 authorized this

Agreement betWeen theCityandLHS; and

WHREAS, LHS will manage the operations ofthe JerseyCity anmal shelter for a

J'
term of-six-:(6) months effective'-as'ofNovember 1.,2010; and

.\
WHEREAS, the City agrees topayLHS a semiamual feeof$141,753.DO.

NOW, THEREFORE, inconsideration of the mutul promises and covenants set

forth h~rein, the paries agree as follows:

ARTICLE I

Purose of Agteement
'¡

The purose...oLihs Agreement is for Coritractorro._,pro.v.ide .animaL shelter

management services as described in Exhbif A (the City's RFP)andin Exhbit B
(Contractor' s response). .

ARTICLE II

, . . ". . .
'
Scope 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's
ProposaJ'Clarficatiop letter dated July 6, 2004'(Exhbit C) which are attched hereto and, , '
incorporated herein by reference (Contract. Documents). The contract consists of ths
 Agreement and the Contract Documents. This Agreement and the Contract Documents are
intended to complement and supplement each other. In the event that there is a conflct or
discrepancy between the provisions of this Agreement, and the Contract Documents, the
provisions of this Agreement shall govern over the provisions of the Contract Documents
and the provisions of the City's RFP shall govern over the Contractor's Proposal dated May
10,2004 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 and
ending on April 30, 2011. .
3:. . .. It shall be the Contractor's responsibllity to provide and pay for veterinar
services for all ànmals that become sick while under the Contractor's care at the shelter. It
shall be the Contractor's responsibility to transport to the veterinarian anals that become
sick at the shelter. '

4. Contractor agrees that it wil admit to the pound

. , ,
all anmals brought by the
City.

,.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 suchmódificatiòI1sare reduced
. in wrting and signed by authorized representatives of the City and Contractor. Any

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

authorization oftlie governing body of the

prior

. ARTICLE III .
, Contractual Relationship' ,.

1. In performing the services under this Agreement, Contractor shall

operate and
have 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 determnig
the IIeans and methöds of performing the consûlting, services described in. the Scope' of
Services.

.2. Contractor shall perform the servicesto...be.fushed under. this Agreement:_

, . with the degree', of skill and care . that is required bycustomaÌily accepted competent
, professional practices to assure that all work and services are correct and appropriate for the
, puroses intendëd.

, I

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 ARTICLE iv

Compensation and Payment

I. In consideration for providing animal shelter management services, the City

shall pay the Contractor a semianual fee of$141,753.00 in monthly payments.

2. The Contractor shall invoice the City at the endòf 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 as
described in the RFP . and the Contractor's Proposal. The Contractor shall provid,e
doc,umentation to support the amount biled. Documntation shall include,butnot be limited
to paid invoices for services or materials purchased by the Contractor, payroll registers, and
canceled checks.

.'
ARTICLE V

Insurance

terms of
I ~ Contràctor shall purchase

ths Ccmtract:. '

. , and maitain the following insUrance durng the ,

. A. . . $1,000,000.00 perincIdent in personaV general1iability insuranceand $50,000.00 in

damage liability insurance. Insurancecertìficate must name the City-ofJ ersey City
insured. ' .
propert.

as an additional

B: . .,Workmen's Compensation. Insurance;"beneft.securng corpensationfor..he benefit ·

. . . - .
Contractor in. the_sum of. one hundredthOlisand dollars ($100,000)
(Statutory). .- .
. ofthe employees of

2; , Contractor agrées to procure and maintain and in the insurance of the kids

anouitshereinàbove providedbyinsliance companes authorizedto do business in the State

ofN ew Jersey, as rated in the Best Key Rating Guide for Propert and Casualty coverig all
operations uider this Contract. i. '

',' .
Before' commenCing 'perforrance of the management" services, Contractor, shall
fush the Citycertiñcatesófinsutance. ' ,
3. The insUrance polides described in ths Article shall be kept in force forthe

. ". . : . ',' .'

period specifiedbelòw. . .

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

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 ARTICLEVI
Termination for Cause

1. 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 or
pedormance. Should the unsatisfactory performance or condition 'not be rectified within
thirt (30) days of notice given, the City shall at its sole option be entitled to terminate this
Agreement immediately upon wrtten notice to ,the' Contractor uness rectification of such
unsatisfactory performance or condition canot reasonably be completed within such thirt
(30) day- period .but the. Contractor shall have commenced to. rectify such unsatisfactory
performance or condition within such thirt (30) day period and shall be diligently pursuing
such cure; provided, that such unsatisfactory performance or condition: shall be cured no iater
than 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 ofteimination
from the City.

ARTICLE VII
Arbitration

..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 decision
byiheGityto termnate this Agreement, shaH be decided upon amutualIy-agreed upon single'
arbitrator appointed in. accórdance with the rules óf the American Arbitration Association.
The Arbitrator shall be bound by the terms of this agreement and shall issue a wrtten opinion
explaining the reasons for this.award. .

2. A demand for arbitration shall be in wrting no later than 5 days after the
wrtten decision of the City ófJ 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 the

City 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 åll liability, fines, suits,' claims demands and action, and
costs and expenses"ofany-knd-'ornatue'''urng1he Üme'Of'tscAweement that may result'

i ..' . . . the contract or from

.
or arse 'directly or indirectly, from or by reason of the performance of

. any act ot oInssion by tHS: its agents, servants, iiivitees, and! or employees that result il any

4
 loss oflife or propert or in any 'injur or damage to persons or propert; If the LHS shall
be required to defend any action or proceeding pursuant to this paragraph to which action or
proceeding which the City is made a par, the City shall be entitled to appeal, defendor
otherwise 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 of
the City, or the LHS hereunder in respect to the claim or matter in question; and fuher
providing that such action by the City is at the City's sole cost and expense if such action or
proceeding involves.a claim which is less than the insurance coverage provided by the LHS
therefore. 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 the
City, 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 at
the commencement of this Agreement. LHS' s liability uncter this Agre~ment shall continue
after the termination of it with respect to any liability, loss, expense or damage resulting from
acts occurrng prior to termination.

ARTICLE IX

Entire Agreement

1. This Agreement constitutes the entire man3.em~nt agreement between City

and Contractor. It supersedes all prior or contempor.aneous communcations, representations
of agreement, whether oral or written with respect to the subject matter thereofand has been
induced by no representations, statements or agreements other than those herei:nexpressed.

by. ' , .' ", .

No. agreement hereafter madebetwèen the paries shall be binding on either par unlss
)
reduced to wrting and signed by an authorized offcer of the par sought to be bound there.. .

2. This Agreement shall in all respects be interpreted and constred

and the
rights of the par thereto shall begovemed by the lawsofthe' State of New Jersey;

ARTICLE XI

Assignent
Contractor shall niakeno assignment nor transfer ths Agreement or assign or transfer
any par oftliè work q.der this Agreement without the wrtten consent of
the City. This
Agreement shall be binding upon the paries hereto, their heirs, executors; legal representa-
,tives and assigns. .

.'
 ARTICLE XII

Notice

All notices or other communications given hereunder shall be in writing and shall be '
deemed to be duly given if delivered to:

John Kelly Alfred Marino

Business Administrator Board President
City of Jersey City. LibertHumane Society, Inc.
280 Grove Street P.O. Box 3766 '
( .lers.ey.City, NJ 07302 Jersey City, NJ..D7.JD3.._""

ARTICLE XIII
Compliance with Afrmative Action Plan

(a) If the Agreement exceeds $21,000.00, it shall be' subject to the Affirative
Action 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 èxecutèd thè following docurents: ' ,

, . .J. ',.... A supplemental Affirmative Action Agreement pursuanttol~ILi.s.A..1 0:5-31

- et seq. (fór contracts which e~ceed $21,000.00). The Affiråtlve 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) (for

contracts. which exceed $21;000.00). !..,..__.-, .

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

, , . Ths contract was awàrdedin 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 have
neither made a reportble contrbution in the one year period preceding the date thatthe City
Council 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
make a reportble contrbutión durg the term of the
. . ,
'subsidiares, assigns or principals

, contractthat would be in vi61ationofOrdinance 08-128.' '.'

. .... "',.~'.'.. ~ .

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 IN WITNESS WHREOF, the parties hereto have caused. this Agreement to be
executed by their duly authorized offièers.

Attest: City of Jersey City

RobertByre, City Clerk

!ohn Kelly, Bl,siness Administrator

Attest:, Libert Humane Society, Inc.

, Alfred Marino, Bqard President

"

"'..

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'. :1.