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SERVICES AGREEMENT
This Services Agreement (“Agreement”) is entered into and effective between the CITY OF GLENDALE, an Arizona
municipal corporation ("City") and Animal Defense League of Arizona, an Arizona non-profit corporation recognized
as tax exempt pursuant to § 501(c)(3) of the Internal Revenue Code authorized to do business in Arizona
(“Consultant”) as of the day of 2024 (“Effective Date”).
RECITALS
A. City intends to undertake a project for the benefit of the public and with public funds, that is more fully set
forth in Exhibit A attached (the "Project");
B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”);
C Consultant desires to provide City with services (“Services”) consistent with industry-best Practices and the
standards set forth in this Agreement, in order to complete the Project; and
D. City and Consultant desire to memorialize their agreement with this document.
AGREEMENT
The parties hereby agree as follows:
4, Key Personnel; Other Consultants and Subcontractors.
Tal Services. Consultant will provide all Services necessary to assure the Project is completed timely and
efficiently consistent within Project requirements.
2; Consultant’s Work.
24 Standard. Consultant must perform Services in accordance with the standards of due diligence, care,
and quality prevailing among consultants having substantial experience with the successful furnishing
of Services.
22 Licensing. Consultant warrants that:
a. Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and
b. Neither Consultant has been debarred or otherwise legally excluded from contracting with
any federal, state, or local governmental entity ("Debarment").
(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.
(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.
23 lian
a. Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, and ordinances.
b. Consultant must not discriminate against any employee or applicant for employment on the
basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender
identity or expression, genetic characteristics, familial status, U.S. military veteran status or
any disability. Consultant will require any Sub-contractor to be bound to the same
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requirements as stated within this section. Consultant, and on behalf of any subcontractors,
warrants compliance with this section.
3. Compensation for the Project.
Si Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $125,000.00 as specifically detailed in Exhibit D
("Compensation").
Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.
a. Adjustments to Compensation require a written amendment to this Agreement and may
tequire City Council approval.
b. Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.
& Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties.
4. Billings and Payment.
4.1 Applications.
a. Consultant will submit a semi-annual report of the Consultant’s activities in Glendale over
the previous six (6) months. The report shall contain information on the number of cats
spayed/neutered, broken down by gender, age, and Glendale City Council District where
located to City's Project Manager, and City will remit payments based upon the Payment
Application as stated below.
b. The period covered by each Payment Application will be for the six month period ending
15 days prior to May 31 and November 30, except that for the current fiscal year (2023-
2024) an annual report will be submitted on June 19, 2024.
4.2 Payment.
a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.
53 Termination. ,
5.1 For Convenience. City may terminate this Agreement for convenience, without cause, by delivering
a written termination notice stating the effective termination date, which may not be less than 15
days following the date of delivery.
a. Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.
b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project claseout and delivery of the
required items to the City.
5.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of this
Agreement within seven days after receipt of written notice specifying the breach.
a. Consultant will not be entitled to further payment until after City has determined its damages.
If City's damages resulting from the breach, as determined by City, are less than the equitable
amount due but not paid Consultant for Services furnished, City will pay the amount due to
Consultant, less City's damages, in accordance with the provisions of Sec. 5.
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Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating,
securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any
other party to this Agreement.
Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain insurance
against claims for injuries to persons ot damages to ptoperty which may arise from or in connection with the
performance of all tasks or work necessary to complete the Project as herein defined. Such insurance shall
cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.
71
yes)
a.
Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:
Commercial General Liability (CGL): Insurance Services Office Form CG 00 01, including
products and completed operations, with limits of no less than $1,000,000 per occurrence
for bodily injury, personal injury, and property damage. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location or the general
aggregate limit shall be twice the required occurrence limit.
Worker's Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $100,000/ $500,000,
$100,000 per accident for bodily injury or disease.
To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an "Indemnified
Party," collectively, the "Indemnified Parties") for, from, and against any and all claims,
demands, actions, damages, judgments, settlements, personal injury (including sickness,
disease, death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys' fees and litigation
expenses (each, a "Demand or Expense" collectively "Demands or Expenses") asserted by a
third-party (i.e. a person or entity other than City or Consultant) and that arises out of or
results from the breach of this Agreement by the Consultant or the Consultant’s negligent
actions, errors or omissions (including any Subconsultant or Subcontractor ot other person
or firm employed by Consultant).
This indemnity and hold harmless provision applies even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this Agreement,
but in that event, Consultant will be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Consultant or of any person or entity
for whom Consultant is responsible.
Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.
Other Insurance Provisions. The insurance policies required by the Section above must contain, or
be endorsed to contain the following insurance provisions:
a.
The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL for any liability arising from or in connection with the
performance of all tasks or work necessary to complete the Project as herein defined. Such
liability may arise, but is not limited to, liability for materials, parts or equipment furnished
in connection with any tasks, or work performed by Consultant or on its behalf, General
liability coverage can be provided in the form of an endorsement to the Consultant’s existing
insurance policies, provided such endorsement is at least as broad as ISO Form CG 20 10,
11 85 or both CG 20 10 and CG 23 37, if later revisions are used.
For any claims related to this Project, the Consultant’s insurance coverage shall be
primary insurance with respect to the City, its officers, officials, employees, and volunteers.
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10.
Any insurance or self-insurance maintained by the City, its officers, officials, employees or
volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it.
G Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.
7.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Consultant has obtained Prior approval from the City stating that a
non-conforming insurer is acceptable to the City.
75 Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which any
insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees to
obtain any endorsement that may be necessary to effect this waiver of subrogation. The Workers’
Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work
performed by the Consultant, its employees, agent(s) and subcontractor(s).
7.6 Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to obtain,
submit or secure the City’s approval of the required insurance policies, certificates or endorsements
prior to the City’s agreement that work may commence shall not waive the Consultant’s obligations
to obtain and verify insurance coverage as otherwise provided in this Section. The City reserves the
right to require complete, certified copies of all required insurance policies, including any
endorsements or amendments, required by this Agreement at any time during the Term stated herein.
Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance policies,
certificates or endorsements shall not be considered a Force Majeure or defense for any failure by
the Consultant to comply with the terms and conditions of the Agreement, including any schedule
for performance or completion of the Project.
7.7 Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.
7.8 Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other circumstances unique to the Consultant, the Project or the insurer.
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrants its
compliance and that of its Subconsultants with all federal immigration laws and regulations that relate to their
employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Consultant or
Subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement and may result
in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal
right to randomly inspect the papers and records of the other party to ensure that the other party is complying
with the above-mentioned warranty. The Consultant and Subconsultant warrant to keep their respective
Papers and records open for random inspection during normal business hours by the other party. The
Consultant and Subconsultant shall cooperate with the City’s random inspections and waiving their respective
tights to keep such papers and records confidential.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
Uyghur Forced Labor Prevention Act (UFLPA). Consultant certifies that it does not currently, and during
the term of this Agreement, will not use:
a. the forced labor of ethnic Uyghurs in the People’s Republic of China;
b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
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11.
any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.
Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Contractor with oversight responsibility.
Notices.
12.1
A notice, request or other communication that is required or permitted under this Agreement (each
"Notice") will be effective only if given in the manner set forth below, along with prior or
simultaneous electronic delivery to said party:
a.
The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).
a Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:
(1) Received on a business day before 5:00 p-m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service; or
(2) __ As of the next business day after receipt, if received after 5:00 p.m.
d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.
e Digitalized signatures and copies of signatures will have the same effect as original signatures.
Representatives.
a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:
Animal Defense League of Arizona
c/o Stephanie Nichols-Young
642 N 3«4 Ave
Phoenix, AZ 85003
b. City. City's representative ("City's Representative") authorized to act on City's behalf, and
his address for Notice delivery is:
City of Glendale
c/o Richard St. John
Deputy City Manager
5850 W. Glendale Ave.
Glendale, Arizona 85301
With required copy to:
City Attorney
City of Glendale
5850 West Glendale Avenue
Glendale, Arizona 85301
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13.
14.
15.
c Concurrent Notices.
(1) All notices to City's representative must be given concurrently to City
Representative and City Attorney.
(2) A notice will not be deemed to have been received by City's representative until the
time that it has also been received by the City Representative and the City Attorney.
(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.
Entire Agreement; Survival; Counterparts; Signatures.
13.1
13.2
13.3
13.4
13.5
13.6
13.7
Term.
14.1
Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties regarding
the Project or this Agreement.
a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.
G: Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts, if any, and this Agreement, will be resolved by the terms and
conditions stated in this Agreement.
Interpretation.
a The parties fairly negotiated the Agreement's provisions to the extent they believed necessary
and with the legal representation they deemed appropriate.
b. The Agreement will be interpreted in accordance with the laws of the State of Arizona.
Survival. Except as specifically provided otherwise in this Agteement, each warranty, representation,
indemnification and hold harmless provision, insurance requirement, and every other right, remedy
and responsibility of a Party, will survive completion of the Project, or the earlier termination of this
Agreement.
Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.
Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.
Severability. If any provision of this Agreement is voided or found unenforceable, that determination
will not affect the validity of the other provisions, and the voided or unenforceable provision will be
reformed to conform with applicable law.
Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.
The term of this Agreement commences upon the effective date and continues for a one (1) year
period. There are four (4) one (1) year options to renew.
Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
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16.
Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Project
Scope of Work
Schedule
Compensation
[Signatures on following page.]
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The parties enter into this Agreement effective as of the date shown above.
City of Glendale,
an Arizona municipal corporation
By: Kevin R. Phelps
Its: City Manager
ATTEST:
Julie K. Bower
City Clerk (SEAL)
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
Animal Defense League of Arizona,
an Arizona corporation
oyubod A
By: Skephanie AlichAls- ro rg
Its! Dvesi dent
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EXHIBIT A
Services Agreement
PROJECT
Trap, Neuter, Return services (“TNR”) for apparently unowned cats within the City of Glendale.
EXHIBIT B
Services Agreement
SCOPE OF WORK
Animal Defense League of Arizona shall do outreach in the City of Glendale about low cost spay/neuter and
wellness services and specifically TNR, schedule appointments at participating veterinary clinics, provide humane
traps, coach residents on how to prepare for and successfully TNR cats within the City of Glendale and produce and
deliver to the City semi-annual reports of their activities, efforts, and results in Glendale.
EXHIBIT C
Services Agreement
SCHEDULE
Consultant shall produce a semi-annual report due on May 31 and November 30 that includes the number of cats
spayed/neutered for the six month period ending 15 days prior to the report due date by gender and age tracked by
Glendale City Council District.
A report for the full, current fiscal year is due June 19, 2024 for the period July 1, 2023 through May 31, 2024.
EXHIBIT D
Services Agreement
COMPENSATION
NOT-TO-EXCEED AMOUNT
The total amount of compensation paid to Consultant for full completion of all work required by the Project during
the entire term of the Project must not exceed $125,000.00.
DETAILED PROJECT COMPENSATION
Within thirty (30) days of receipt of satisfactory semi-annual teport, the City shall remit payment fo $12,500.00. For
the annual report in the current fiscal year (2023 — 2024), compensation shall not exceed $25,000.