Loading...
Inland Valley Humane Society & S.P.C.A. A2013-42A13- �2 ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT THIS ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT ("Agreement") is made and entered into in duplicate this % T //day of O-Ul y , 20) 3 , by and between the CITY OF CHINO HILLS, a municipal corporation (hereinafter referred to as "City"), and THE HUMANE SOCIETY OF POMONA VALLEY INC. dba INLAND VALLEY HUMANE SOCIETY & S.P.C.A., a nonprofit corporation (hereinafter referred to as "Humane Society"). WHEREAS, the purpose of entering into this Agreement is to contract for public animal shelter and animal control services with Humane Society under the terms and conditions as provided herein; NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, it is mutually agreed by and between City and Humane Society (hereinafter "Parry," individually, or collectively, "Parties"), as follows: 1. Humane Society Services: (a) Generally: The services to be performed by Humane Society pursuant to this Agreement include the maintenance and operation of an animal shelter in compliance with California law, enforcement of the statutes enumerated in California Food and Agriculture Code section 30501, enforcement of all City ordinances related to animals as set forth in Title 6 of the Chino Hills Code of Ordinances and the services set forth in Exhibit 1 attached to this Agreement. (b) Administrative Citations: Issue and Collection: In addition to the services listed above and in Exhibit 1, on behalf of City, Humane Society will issue and collect payment from administrative citations for violation of statutes, regulations or ordinances related to animals and animal control. However, before Humane Society can issue and collect payment for administrative citations, City must adopt an ordinance authorizing Humane Society to issue administrative citations for the purpose of enforcing City code pertaining to animals and to facilitate the collection of associated fines and/or fees. 2. Non -Discrimination: Humane Society is an equal opportunity employer and subject to, and in compliance with, applicable State and Federal Anti -Discrimination laws. Humane Society does not discriminate on the basis of race, color, religion, marital status, ancestry, national origin, handicap or sex. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT PAGE 1 CHINO HILLS REV. 05/30/13 3. Cooperation with Health Department: Humane Society agrees to cooperate with the California Department of Health Services and the health departments of all governing counties in matters pertaining to rabies and animal quarantine. In cooperation with the state and local health departments, Humane Society will conduct animal inoculation programs as required. 4. Cooperation with Humane Society: City agrees that its departments and employees will cooperate with Humane Society in the performance of the services to be performed by Humane Society under this Agreement. City agrees that its employees will not interfere with Humane Society's performance of the services set forth in this Agreement. 5. Compensation Paid to Humane Societv: Humane Society agrees to perform and discharge, at its own cost and expense, all animal shelter and animal control services included in Paragraph 1. City agrees to compensate Humane Society for services described in Paragraph 1 in the following manner: (a) Humane Society shall receive and retain all payments received for dog and cat licenses and related late fees, impound fees, kennel care fees and court fines collected on behalf of City as a result of City's animal control program. Any fees collected by City in connection with City's animal control program shall be automatically remitted to Humane Society. (b) In addition to the revenues identified in Paragraph 5(a) above, City shall pay to Humane Society for the fiscal year of July 1, 2013 to June 30, 2014, the sum of one hundred thirty-four thousand three hundred ninety-eight dollars ($134,398.00) payable in equal monthly installments of eleven thousand one hundred ninety- nine dollars and eighty-three cents ($11,199.83) commencing on July 1, 2013 and continuing each month thereafter on or before the first day of the month. (i) Humane Society and City agree the Gross Animal Care and Control Cost ("Gross") for the initial year of this Agreement is four hundred thirty-six thousand three hundred ninety-eight dollars ($436,398.00). The Gross includes the $134,398.00 payable by City to Humane Society and the anticipated revenue received from the activities described in Paragraph 5(a). (c) The annual compensation paid to Humane Society shall increase effective July 1, 2014 and each July 1 of each subsequent year during the term of this Agreement by an amount equal to the annual percentage increase in the Consumer Price Index for All Urban Consumers for the Los Angeles — Riverside — Orange County, California region ("CPI -U -LA"). The percentage increase is determined by comparing the published monthly index for December to the prior year index for December, up to the maximum of five percent (5%) of the previous year's Gross. There shall be no reduction should the CPI -U -LA be negative. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT PAGE 2 CHINO HILLS REV. 05/30/13 (d) City designates as the sole representative of City, its city manager or the person designated by the city manager to work with Humane Society in all matters involving the implementation of this Agreement, including, but not limited to, the determination of the annual supplemental amount based on the CPI to be paid to Humane Society. (e) City and Humane Society may negotiate adjustments to the revenue set out in Paragraphs 5(a) through (e) above at any time during the term of this Agreement set forth in Paragraph 10 below. The adjustments to the revenue anticipated by this provision include, but are not limited to, licensing and ancillary fees charged by Humane Society on City's behalf. 6. Furnishing Information, Books and Records: Humane Society, upon request of City, agrees to furnish City at any time with a complete list of its officers, directors and employees. Humane Society shall maintain books and records of its services rendered to City, including records of expenditures and revenues received. Such records and books shall be made available for inspection upon City request at Humane Society's offices during regular business hours within a reasonable time following the request by City. If costs are incurred during compliance with a City request to inspect records and books, such costs shall be documented by Humane Society and reimbursed to Humane Society by City upon request by Humane Society. 7. Availability of Service: (a) Office Hours and Telephone Line: 8:00 a.m. to 5:30 p.m. Monday, Tuesday, Thursday, Friday and Saturday 8:00 a.m. to 7:00 p.m. Wednesday (b) Animal Shelter Hours: 10:00 a.m. to 5:30 p.m. Monday, Tuesday, Thursday, Friday and Saturday 10:00 a.m. to 7:00 p.m. Wednesday (c) Humane Society is closed Sunday and most major holidays. 8. Indemnification and Hold Harmless: (a) Humane Society represents that it possesses the necessary qualifications to perform the services and duties set forth in this Agreement and shall perform the services and duties consistent with the standards generally recognized as being employed by others performing similar services in the State of California. (b) Humane Society is an independent contractor and shall have no authority to bind City or to create or incur any obligation on behalf of, or liability against, City, ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT PAGE 3 CHINO HILLS REV. 05/30/13 whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Humane Society, its employees, agents and subcontractors are not employees of City. (c) Humane Society shall indemnify, defend and hold harmless, City, its elected and appointed officials, officers, agents and employees (collectively "Indemnitee") from and against any and all liabilities, losses, claims, demands, actions, causes of action, proceedings, suits, damages, judgments, costs and expenses of litigation, including reasonable attorneys' fees, which Indemnitee may suffer or incur or which Indemnitee may become subject to by reason of or arising out of any injury to or death of any person(s), damage to property, or loss of use of property, allegedly caused by the negligent or willful acts or omissions of Humane Society, its agents, officers, directors or employees, acting within the scope of their employment or affiliation with Humane Society while performing the services set forth in this Agreement. (d) In the event that any action or proceeding is brought against Indemnitee by reason of any of the matters against which Humane Society has agreed to indemnify Indemnitee, Humane Society, upon notice from City, shall agree to defend Indemnitee at Humane Society's expense by competent legal counsel. City agrees to notify Humane Society within five (5) days of its receipt of service of legal process by a third party in a lawsuit naming City as a defendant and claiming injury to or death of any person(s), damage to property or loss of use of property, allegedly caused by the negligent or willful acts or omissions of Humane Society, its agents, officers, directors or employees, acting within the scope of their employment or affiliation with Humane Society while performing the services set forth in this Agreement. (e) Humane Society's indemnification under this Agreement does not extend to liabilities, losses, claims, demands, actions, causes of action, proceedings, suits, damages, judgments, costs and expenses of litigation, including attorney's fees, which Indemnitee may suffer or incur or which Indemnitee may become subject to by reason of or arising out of any injury to or death of any person(s), damage to property, or loss of use of property caused by the active or passive negligence or willful acts or omissions of City, its elected and appointed officials, officers, agents, employees, volunteers or representatives. (f) The insurance required to be maintained by Humane Society under Paragraph 9 shall ensure Humane Society's obligations under Paragraph 8, but the limits of such insurance shall not limit the liability of Humane Society hereunder. The provisions of Paragraph 8 shall survive the expiration or earlier termination of this Agreement. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT PAGE 4 CHINO HILLS REV. 05/30/13 9. Insurance• (a) Humane Society 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 services set forth in this Agreement by Humane Society or its agents, representatives or employees acting within the scope of their agency, employment or representation. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII. (b) Minimum Scope and Limits of Insurance: (i) Minimum Scope of Insurance: Coverage shall be at least as broad as the latest version of: * General Liability: Insurance Services Office Commercial General Liability Coverage (form CG 0001). * Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 001, code 1 (any auto)). * Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employers' Liability Insurance. * Errors and Omissions Liability: Insurance appropriate to Humane Society's profession. (ii) Minimum Limits of Insurance: Limits no less than: * General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the activities associated with this Agreement or the general aggregate limit shall be twice the required occurrence limit. * Automobile Liability: $1,000,000 per accident for bodily injury and property damage. * Workers' Compensation and Employers' Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employers' Liability limits of $1,000,000 per accident for bodily injury or disease. * Errors and Omissions Liability: $1,000,000 per claim. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT PAGE 5 CHINO HILLS REV. 05/30/13 (c) Other Provisions: (i) All Policies: Each insurance policy required by Paragraph 9 shall be endorsed and state that the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to City. Any failure to comply with the reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its officers, officials, employees or volunteers. Any deductibles or self-insured retentions must be declared to and approved by City. (ii) General Liability and Automobile Liability Insurance: City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds for liability arising out of the services provided by Humane Society as set forth in this Agreement; premises owned, occupied or used by Humane Society; or automobiles owned, leased, hired or borrowed by Humane Society. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials or employees. Humane Society insurance shall be primary insurance with respect to City, its officers, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, employees or volunteers shall apply in excess of, and not contribute with, Humane Society's insurance. Humane Society's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of insurer's liability. (iii) Workers' Compensation Insurance: Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from the services performed by Humane Society as set forth in this Agreement. (iv) Certificates of Insurance: Humane Society agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance sufficient to satisfy City that the insurance provisions of Paragraph 9 of this Agreement have been ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT PAGE 6 CHINO HILLS REV. 05/30/13 complied with. The City attorney may require that Humane Society furnish City with copies of original endorsements effecting coverage as required by Paragraph 9 of this Agreement. The certificates or endorsements must be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies at any time. 10. Term: This Agreement shall commence on July 1, 2013, shall be effective for an initial term of four (4) years and shall expire on June 30, 2017. 11. Term Renewal: Unless either Party gives express written notice of its intent to terminate this Agreement at least ninety (90) days prior to the scheduled expiration date of this Agreement, this Agreement shall automatically renew for successive one (1) year/twelve (12) month periods until terminated by one of the Parties as provided herein. 12. Termination: After the completion of the first year of the Agreement term, either Party, at any time, may terminate this Agreement without cause upon the giving of no less than three hundred sixty (3 60) days prior written notice to the other Party of the intent to terminate. This notice shall include the date of termination which shall be no less than three hundred sixty (360) days following the date of the notice. In the event of such a termination, Humane Society shall be paid for all work performed under the Agreement through the date of termination. In the event that the Agreement is terminated by City as provided in this Paragraph, City shall compensate Humane Society for all additional expenses incurred in transferring the animal shelter and animal control services to any other consultant or provider chosen by City to perform the animal shelter and animal control services. These additional expenses include, but are not limited to, the identification and relocation of animals, transfer of records, including medical records, and other costs related to the transfer of the responsibility for animal sheltering and animal care services from Humane Society. 13. Renegotiation Upon Occurrence of Certain Events: (a) Mandatory pay and Neuter Legislation: Notwithstanding Paragraphs 5, 10, 11 and 12 above, City agrees to renegotiate the terms of this Agreement if City or the State of California adopts a municipal code section, statute, regulation or ordinance requiring the mandatory spay and neuter of dogs and/or cats within City's limits. City also agrees to renegotiate the terms of this Agreement if mandatory spay and neuter is added as a requirement for the licensing of dogs and/or cats within City limits. City agrees to this renegotiation notwithstanding the specific terms of the municipal code section, statute, regulation or ordinance regarding the age of the animal and any exceptions or ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT PAGE 7 CHINO HILLS REV, 05/30/13 exemptions to the municipal code section, statute, regulation or ordinance. This renegotiation is justified because of the increased cost to Humane Society to enforce the new municipal code section, statute, regulation or ordinance. The renegotiation contemplated in this Paragraph will commence within fifteen (15) days of the final approval of the municipal code section, statute, regulation or ordinance and will result in revisions to Paragraphs 5 and 10 above. (b) Renegotiation Following Passage of Other State or Local Legislation with Fiscal Impact on Animal Control Services: In addition to Paragraph 13(a) above, the Parties agree to renegotiate this Agreement upon the passage of any state or local legislation that has a fiscal impact on animal control services. 14. Opportunity to Cure: In the event of an alleged breach of this Agreement by either Party, express written notification of an intent to terminate this Agreement, containing an explanation of the alleged breach, must be provided to the allegedly breaching Party within ten (10) days of the alleged breach. The allegedly breaching Party must be given a reasonable time to cure, no less than thirty (30) days following the written notification. In the event that the Parties can not agree regarding whether the breach has been cured, the Parties must meet and negotiate a reasonable compromise. In no case will this Agreement terminate automatically based on the allegations of breach by one of the Parties. 15. Merger and Integration Clause: This Agreement and Exhibit 1 attached hereto contain the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior negotiations, agreements and understandings with respect thereto. 16. Severability Clause: If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the Parties' intention. All remaining provisions of this Agreement shall remain in full force and effect. 17. Prohibition Against Transfers: Neither Party may assign or otherwise transfer or delegate any right or duty under this Agreement without the express written consent of the other Party. Any attempt to do so without the express written consent of both Parties shall be null and void and any assignee or transferee shall acquire no right or interest by reason of such attempted assignment or transfer. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT PAGE 8 CHINO HILLS REV. 05/30/13 18. Attorneys' Fees: In any litigation, arbitration or other proceeding by which one Party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be awarded its reasonable attorneys' fees, costs and expenses incurred. 19. Force Maieure: Neither Party will be considered to be in default of this Agreement as a result of events beyond their reasonable control. For purposes of this Agreement, such events shall include, but are not limited to, acts of God, terrorism, war, catastrophe, or other "force majeure" events beyond the Parties' reasonable control. 20. Authorized Parties: Each Party to this Agreement has the authority to enter into and form the Agreement. The individuals signing the Agreement have the authority to act as agents of their respective organizations. Each Parry acknowledges that they have read this Agreement and will abide by it. 21. Choice of Law: This Agreement shall be governed by and construed in all respects in accordance with the laws of California. The place for any action initiated to enforce any obligation under this Agreement shall be California. City hereby submits to the jurisdiction of the state and federal courts in California and waives any objection to venue in California. 22. Notices: A notice required or desired to be given pursuant to this Agreement shall be given in writing and sent by certified mail, return receipt requested, addressed as follows: For City: For Humane Society: President/CEO 500 Humane Way Pomona, CA 91766 (909)623-9777 Any notice so given shall be considered served on the other Party three (3) days after the date of mailing. The address for the notice may be changed by giving written notice of such change pursuant to this Paragraph. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT PAGE 9 CHINO HILLS REV, 05/30/13 IN WITNESS WHEREOF, the Parties hereto have accepted, made and executed this Agreement upon the terms, conditions and provisions above stated the day and year first above written. CITY, a Municipal Corporation: n By: City Manager Date THE HUMANE SOCIETY OF POMONA VALLEY, INC. dba INLAND VALLEY HUMANE SOCIETY & S.P.C.A., a California Non -Profit Copeoration: /1 By: Chairperson 0 0201,3 Dae' By: City erk By: Secretary ,T 2-0 13 Date Date APPROVED AS TO FORM: - / lhzl� V�zBy: City Attonley By: General Counsel �2a&y Date Date 14 ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT PAGE 10 CHINO HILLS REV. 05/30/13 EXHIBIT 1 Additional Services Provided by Humane Society 1. Humane Officer Availability: (a) Humane Officers are available 8:00 a.m. to 9:00 p.m. Monday through Saturday. (b) One Humane Officer is available for emergencies 9:00 p.m. to 8:00 a.m. Monday through Sunday and major holidays. 2. Canvassing: (a) Humane Society will canvass for dog and cat license compliance, door to door, at regular intervals. 3. Rabies Control: (a) Humane Society will provide: (i) Low cost rabies vaccinations. (ii) License renewals. (iii) License delinquent notifications. (iv) Rabies Certificates. 4. Website: (a) Humane Society will maintain a website available to City's constituents. 5. Owned Animal Services/Fee for Service: (a) Humane Society will provide and may charge a fee for: (i) Deceased animal pick-up. (ii) Euthanasia for owner -relinquished sick and/or injured animals. (iii) Adoption of owner -relinquished animals. (iv) Special circumstance ambulance service for transport to veterinary hospital. (v) Assistance to owners for confinement and movement of animals. 6. Miscellaneous Services Provided by Humane Society: (a) Chemical capture and rescue for stray animals unable to be trapped. (b) Education regarding wildlife, including co -existence with wildlife. (c) Dedicated Humane Officer for cruelty investigations. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT PAGE 11 CHINO HILLS REV. 05/30/13