Loading...
HomeMy WebLinkAbout09638RESOLUTION NO. 9638 A RESOLUTION APPROVING A CONTRACT FOR SERVICES BETWEEN CITY OF PUEBLO, A MUNICIPAL CORPORATION, BOARD OF COUNTY COMMISSIONERS OF PUEBLO COUNTY, COLORADO AND HUMANE SOCIETY OF THE PIKES PEAK REGION RELATING TO ANIMAL CONTROL AND ANIMAL SHELTER AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The Contract For Services dated July 8, 2002 between City of Pueblo, Board of County Commissions of Pueblo County, Colorado and Humane Society of the Pikes Peak Region relating to animal control and animal shelter, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. The President of the City Council is authorized to execute and deliver the Contract For Services in the name of the City of Pueblo. SECTION 2 The Termination Agreement between City, County and Pueblo Animal League, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. The President of the City Council is authorized to execute and deliver the Termination Agreement in the name of the City. INTRODUCED July 8, 2002 BY Al Gurule Councilperson APPROVED: , resident of City Council ATTEST: City C __.._ CONTRACT FOR SERVICES THIS CONTRACT (the "Contract'), dated for reference July t " 2002, is made by and between the Humane Society of the Pikes Peak Region, a Colorado nonprofit corporation ( "Society "), the City of Pueblo, a municipal corporation ( "City"), and the Board of County Commissioners of Pueblo County, Colorado ( "County"), WITNES SETH, RECITALS A. City and County have adopted and enacted ordinances and resolutions to provide for the humane treatment, impoundment and control of animals ( "Local Ordinances "). B. City and County have under an Agreement with the Pueblo Animal League, dated November 22, 1999 ( "Prior Agreement'), operated an animal shelter, impoundment facility and physical plant facilities located at 1595 Stockyard Road, Pueblo, Colorado 81001 (collectively the "Shelter "). The Prior Agreement has been duly and properly terminated by the City, County and Pueblo Animal League. C. The City owns and City and County maintain the Shelter. D. City and County are willing to engage Society and Society is willing to accept such engagement and operate the Shelter and enforce the Local Ordinances on behalf of the City and County. E. City, County and Society have entered into this Contract to establish the terms, conditions, duration and funding for a contract for services by which Society will operate the Shelter and enforce the Local Ordinances. AGREEMENT In consideration of the foregoing Recitals and mutual covenants contained herein, Society, City and County agree as follows: Section I. General Administrative Provisions A. To the extent allowed by law and giving due consideration to the maintenance of good relations with organizations possessing similar names, Society shall perform all functions and services pursuant to this Contract under the tradename "Pueblo Animal Services." B. Society shall maintain two (2) ex officio, non - voting members upon its board of directors, one such member to be appointed by the Board of County Commissioners of Pueblo, Colorado, the other to be appointed by the City Council of City. Vacancies in such appointed H:\BK0LBEZE\046942000 \Contract for services Pueb1o.c18.wpd 7/10/02 4:35 pm members shall be filled by the body which made the original appointment. Such board seats shall exist and appointed members shall serve in such capacity during the effective period of this Contract. C. Society shall designate an employee as director of operations (the "Director ") who will be responsible for the operation of the Shelter and enforcement of the Local Ordinances pursuant to the Contract. The Director shall be under the general supervision of the executive director of Society. D. Society shall appoint a citizens' advisory committee comprised of seven (7) members, four (4) of whom are residents of the City and three (3) who are residents of the unincorporated areas of the County (the "Citizens' Advisory Committee "). The Citizens' Advisory Committee shall meet regularly, but not less than bi- monthly, with the Director. The Citizens' Advisory Committee will provide input and constructive recommendations for the operation of the Shelter and its programs, and the enforcement and modifications, if any, of the Local Ordinances. E. Society will in good faith cooperate with animal rescue and advocacy groups on matters of mutual interest. F. Society shall keep, maintain, prepare and issue a monthly activity report to the City and County detailing all activities conducted by Society pursuant to this Contract during the prior month, including the training of personnel, by the twenty-fifth day of the succeeding month. The report shall be in such form and content as Society, City and County shall mutually agree. As part of such report, Society will reasonably identify service usage by time allocation and activities performed within the jurisdictional boundaries of the City and service usage by time allocation and activities performed within all other areas of the County. G. Society shall keep, maintain, prepare and issue a monthly financial report to the City and County reasonably detailing all revenue and expenditures made and incurred by Society pursuant to this Contract during the prior month, including expense data for each funded program or program component required under this Contract, by the twenty-fifth day of the succeeding month. The monthly financial report shall be kept on an accrual basis in such form and content as Society, City and County shall mutually agree. H. Society shall prepare or cause to be prepared an annual activity report and an annual audited financial report and deliver copies of same to the City and County on or before May 1 of each calendar year. City and County, at their sole cost and expense, shall have the right upon reasonable notice to inspect, audit and copy the books and records of Society pertaining to this Contract at such location(s) where the books and records are maintained by the Society and during the Society's normal business hours. I. Society, City and County shall establish a reasonably detailed budget which meets Contract requirements and shows allocation of the funds paid by the City and County and estimated H:\BKOLBEZE \046942000 \Contract for Services Pueblo.cl8.wpd 7/10/02 4:35 pra -2- fees and charges collected and retained by Society pursuant to this Contract for the balance of calendar year 2002 and for each subsequent calendar year. J. In anticipation of Contract renewals, on an annual basis during the term of this Contract, Society, City and County shall on or before October 31 each year develop goals, performance standards and objectives in relation to the services to be performed by Society under this Contract for the subsequent year. K. Society shall expend City and County funding, and all fees and charges collected and retained by Society under this Contract solely for services to be performed under this Contract. Society shall not expend any such funds, fees or charges for services to other jurisdictions or for general Society services and activities which are not directly related to this Contract. L. In order to foster a harmonious relation between Society, City, and County, each party shall designate in writing a representative or representatives with authority to monitor, negotiate and make decisions on behalf of such parry concerning Society's, City's and County's performance under this Contract as well as Society's goals, performance standards and objectives. M. Society shall employ animal welfare officers and other personnel in a sufficient number reasonably necessary for the effective, efficient, humane and economical management and operation of the Shelter and the enforcement of Local Ordinances in compliance with this Contract. N. City and County commit that within one year from the Effective Date (as defined in Section III.A. below) of this Contract, a Pueblo based campaign for a new Shelter will be undertaken. Section II. Funding A. Subject to the terms and conditions set forth in this Contract, City and County shall pay to Society the following amounts: (1) $56,667.00 per month in advance for services performed or to be performed under this Contract commencing September 1, 2002 and on the first day of each month thereafter during the effective terms of this agreement until modified as provided in B below ( "Contract Amount "), provided, however, City and County acknowledge that the Society will incur significant start-up expenses and, consequently, City and County shall pay to Society the sum of $189,998.00 on September 1, 2002 representing monthly payments for the months of September, October and November 2002 and an additional start-up fee of $20,000.00. The City's pro -rata share of said initial payment shall be $109,364.50 and the County's pro -rata share shall be $80,636.50. Thereafter, the monthly payment of $56,667.00 to the Society will be divided as follows: $33,150.00 paid by City and $23,517.00 paid by County. H:\BKOLBEZ0046942000 \Contract for Services Pueblo.cl8.wpd 7/10/02 4:35 pm -3- (2) Up to $40,000.00 as funding for Society to purchase a spraymaster pressure cleaning system, walk -in freezer, commercial washer and dryer, and animal housing units ( "Purchased Equipment "). Society shall deliver to City and County copies of purchase orders, invoices and receipts for the Purchased Equipment. The cost of the purchased equipment shall be paid equally by City and County and the purchased equipment shall be jointly owned by City and County. B. The parties recognize that the Contract Amount is based, in part, upon past expenditures of City and County for operation of the Shelter and animal enforcement activities. The parties shall on or before October 31, 2002 meet and confer in good faith to determine the Contract Amount and budget for calendar year 2003. Thereafter, to allow sufficient planning for the provision of services under this Contract, representatives of Society shall not later than July 1, 2003 and July 1 of each subsequent calendar year meet with representatives of the City and County to discuss the Contract Amount, renewal or non - renewal of this Contract, amendments or modifications to this Contract, and prepare budgets for each ensuing calendar year. All modifications of the Contract, including Contract Amount, shall be reduced to writing, signed by the parties, and affixed to this Contract. C. The parties acknowledge and agree that City and County are only responsible for their respective pro -rata share of funding as set forth in the attached Exhibit "A ". City and County shall meet and confer in good faith throughout the effective term of this Contract to modify their pro -rata share of funding for enforcement services based upon Society's reports of its enforcement activities within the respective jurisdictions of the City and County. The first such modification shall take effect no later than January 1, 2004. Thereafter, modifications shall occur on an annual basis during the term of this Agreement. All modifications to such pro -rata share shall be reduced to writing, signed by City and County, and affixed to this Contract. The parties acknowledge, however, that the Society's negotiations regarding Contract Amount with the City and County shall be for the aggregate Contract Amount. Section III. Term and Termination A. The term of this Contract shall be from September 1, 2002 (the "Effective Date ") through December 31, 2002. The term of this Contract shall be automatically renewed for successive one (1) year terms, each of one calendar year's duration through December 31, 2005, unless terminated earlier as herein provided and subject to the provisions of B and C below. B. The parties understand and agree that Article X, Section 20 of the Colorado Constitution prohibits the City and County from creating any multiple - fiscal year direct or indirect debt or other financial obligations whatsoever without voter approval in advance. Therefore, the term of this Contract for calendar year 2003 or any subsequent calendar year shall be conclusively determined to not have been renewed if either the City Council of City or the Board of County Commissioners of Pueblo, Colorado have not on or before December 15 immediately preceding the H:\BKOLBEM046942000 \Contract for Services Pueblo.c18.wpd 7/10/02 4:35 pm -4- commencement of any renewal term, budgeted and appropriated, specifically with respect to this Contract monies sufficient to pay all financial obligations of the City and the County under this Contract for the ensuing renewal term. C. This Contract shall automatically terminate on December 31 of any calendar year in which either the City Council of City or the Board of County Commissioners of Pueblo County, Colorado have not on or before December 15 of such calendar appropriated specifically with respect to this Contract, funds sufficient to pay all financial obligations of the City and County under this Contract for the ensuring calendar year. However, if either the City or County does not budget and appropriate its pro -rata share of funding under this Contract and the other party does so budget and appropriate its pro -rata share of funding by December 15 of any calendar year, Society and the appropriating entity shall meet and confer in good faith to attempt to modify this Contract and compensation payable to Society in order to allow Society to continue to provide services under this Contract to the appropriating entity. D. Any party may terminate this Contract upon one hundred twenty (120) days prior notice given to the other parties specifying the date of termination. Such notice shall be in writing and delivered personally or by certified mail, postage prepaid, with return receipt requested. Upon termination, Society (1) shall reimburse City and County all Contract Amounts, funds, and fees and charges retained by Society which have not been expended or earned according to the terms of this Contract and (2) shall return Purchased Equipment (as defined in Section ILA.2. above) and Equipment (as defined in Section VI.A. below) to the City and County, and Motor Vehicles (as defined in Section VI.B. below) to the City. Similarly, to the extent Society has expended funds or incurred expenses for which it is entitled to reimbursement under this Contract, such funds and expenses shall be reimbursed by City and County to Society. However, if under this Section III.D. notice of termination (1) has not been given by the Society and (2) has been given by only one, but not both, of the City and County, Society and the entity which did not give notice of termination ( "Non- Terminating Entity") shall meet and confer in good faith to attempt to modify this Contract and compensation payable to the Society in order to allow Society to continue to provide services under this Contract to the Non - Terminating Entity. E. This Contract may be terminated at any time by written agreement signed by all the parties hereto. IV. Scope of Animal Shelter Services A. Subject to the provisions of Section IV.Q, City and County shall maintain, at their sole cost and expense, the Shelter in compliance with all applicable state laws and regulations, including without limitation the Pet Animal Care and Facilities Act and Local Ordinances. H: \BKOLBEZE\046942000 \Contract for services Pueblo.cl8.wpd 7/10/02 4:35 pm -5- B. Society shall operate the Shelter and equipment located thereon in compliance with all applicable state law and regulations and Local Ordinances, including without limitation the Pet Animal Care and Facilities Act. C. Subject to performance by the City and County of their obligations under Section W.A. above, Society shall obtain in its name and maintain during the effective period of this Contract a valid Colorado pet animal facility license for the Shelter. D. Society shall provide competent and reasonably necessary veterinary medical care for all animals impounded or sheltered at the Shelter, including the availability of professional services of a doctor of veterinary medicine licensed to practice in the State of Colorado in compliance with the Pet Animal Care and Facility Act and Local Ordinances. E. Society shall maintain and provide all medical supplies, professional instruments and equipment reasonably necessary for the efficient, effective daily operation of the Shelter during the term of this Contract. F. Society may process applications for dog and cat licenses pursuant to Section 11 -4 -4 of the Pueblo Municipal Code. All such license fees collected by Shelter shall be held in trust by Society and Society shall remit same to City at such times and manner and with such reports as shall be determined by the City's Assistant City Manager for fiscal operations. Society shall have electronic access to City's animal licenses and rabies certificates data base. G. Society shall accept for impoundment all dogs, cats and other animals lawfully seized by animal welfare officers. In addition, Society shall accept stray, owner surrendered and abandoned domesticated pet animals brought to the Shelter by the citizens of the City and County of Pueblo, Colorado. Society shall be entitled to collect from the owner or keeper of any such animal, impounded or otherwise, all reasonable costs, fees and charges as determined by Society associated with providing shelter, boarding or required veterinarian services, as additional consideration from the City and County and to the Society. H. Society shall establish, keep and maintain a daily register of all animals impounded by animal welfare officers along with a case history of each animal impounded, all on forms mutually agreeable to the parties to this Contract. I. Society shall hold animals in compliance with applicable law and Local Ordinances. J. In the event any animal is held for the purpose of observation for the presence of rabies, the animal shall be held for such time as directed by the Director, which time shall be ten (10) days or such other period of time as may be allowed by applicable state law or Local Ordinances. All shelter or holding fees shall be paid to Society by the owner of any such animal so held for H:\BKOLBEZE\046942000Tontrut for Services Pueb1o.c18.wpd 7/10/02 4:35 pm '6- purposes described in this subsection, as additional consideration from the City and County and to the Society. K. No animal shall be released by Society to its owner unless all requirements of the Local Ordinances have been complied with. L. To the extent private grant and contribution funding is available, Society shall provide a public education program for residents ofthe City and County regarding animal health and welfare, the prevention of cruelty to animals, the prevention of animal over - population and other relevant programs as determined by the Society. Society shall use reasonable and good faith efforts to solicit private grants and contributions for such programs. M. Society covenants and agrees that no person on the grounds of race, creed, color, national origin, sex, age, marital status, or mental or physical handicap, shall be excluded from employment or application for employment, or from participation in, or denied the benefit of or be otherwise subject to discrimination in the use of the Shelter or the furnishing of services therein. N. Society, upon reasonable notice, will allowthe Pueblo Police Department and Pueblo County Sheriff to use the Shelter's crematorium for the disposal of seized contraband including controlled substances in compliance with applicable state law and regulations and Local Ordinances. O. Society shall establish a spay and neuter program and shall conduct and operate a pet adoption program and an owner locate (lost and found) program. Society may charge reasonable fees for such programs as additional consideration from the City and County and to the Society. Society shall insure that all adopted animals are spayed or neutered either at the time the animal is released for adoption or at other appropriate times in conformity with Local Ordinances. P. All fees, charges and funds received by Society pursuant to and under subsections G, J, L, O and T of this Section IV, shall be limited to and used by Society to perform the animal shelter services and animal welfare services described in this Section IV and fundraising services described in Section IV.L. Q. Society will be responsible for routine maintenance and repair of the Shelter involving costs not in excess of $1,000.00 in any one instance. City and County will be responsible for major repairs to the Shelter, i.e. repairs involving costs in excess of $1,000 in any one instance, replacements due to obsolescence and any capital construction necessary for the Shelter to meet and comply with state statutes as directed by the State Veterinarian or other enforcement agent or agency. City and County shall be entitled to lawfully contest any directive of the State Veterinarian or other enforcement agent or agency requiring Shelter capital construction. City and County shall have no obligation with respect to such contested capital construction until the contest is finally resolved, unless payment of such contested item or sum to escrow or posting security for such contested sum is a condition to such contest and City and County fail to make payment to escrow or post such H:\BKOLBEM046942000 \Contract for services Pueb1o.c18.wpd 7/10/02 4:35 pm -7- security. City and County shall pay any and all fines or other assessments arising from failure of the physical condition of the Shelter to comply with applicable laws. Society shall pay any and all fines or other assessments arising from the operation of the Shelter. Notwithstanding the foregoing, the parties agree that the Society may terminate this Contract upon ten (10) days notice to the City and County, if (1) at any time during or after such contest or (2) if at any time during which the physical condition of the Shelter fails to comply with applicable laws, the Society has a reasonable, good faith belief that the Society's continued operation of the Shelter (A) will expose the Society to liability or (B) will be materially detrimental to the animals served and/or housed at the Shelter. R. Society shall in the operation of the Shelter establish as a goal that no adoptable animal shall be euthanized, however, non - compliance with such goal shall not be deemed a violation of this Contract. Society shall adopt procedures for making euthanasia decisions. Euthanasia decisions shall be made by Society in its sole discretion. S. Except for Colorado State Holidays closings, Society shall keep the Shelter open to the public from 11:00 a.m. to 6:00 p.m. Monday through Friday, and such hours on Saturday and Sunday as Society shall determine reasonably necessary to serve the public needs. T. Society will pick -up and dispose of dead animals from roads for no additional fee. Society will pick -up and dispose of dead and owner surrendered animals for a reasonable fee to be determined by Society. U. From the Effective Date through December 31, 2002, Society will accept from veterinarians rabies certificates and tags issued by such veterinarians according to Local Ordinances. Society shall file and maintain a record of such rabies certificates and tags ( "New Rabies Records "). In addition, from the Effective Date through December 31, 2002, Society shall distribute rabies certificates and tags to veterinarians from the inventory of such rabies certificates and tags which shall be delivered by the City and County to the Society upon the commencement of this Contract. The Society shall have no obligation to accept rabies certificates for filing or to distribute rabies certificates and tags at any time after December 31, 2002, unless such services are agreed to in writing by the Society, City and County. The Society, City and County shall meet from time to time after the Effective Date and confer in good faith to attempt to reach a written agreement regarding the provision of such services after December 31, 2002. If at the time such services are no longer being provided, Society shall return any remaining inventory of rabies certificates, tags and all records thereof to the City and County. V. THE SOCIETY WILL RESPOND TO SITUATIONS INVOLVING NON - DOMESTIC ANIMALS WHICH POSE AN IMMEDIATE THREAT TO THE HEALTH AND SAFETY OF THE COMMUNITY AND, WHEN NECESSARY, SHALL PICKUP AND DISPOSE OF SUCH ANIMALS. SUCH SITUATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, SITUATIONS INVOLVING SNAKES, BATS AND VICIOUS OR DISEASED ANIMALS OF HABKOLBEZ0046942000 \Contract for services Pueb1o.c18.wpd 7/10/02 4:35 pm -8- ANY KIND. SOCIETY'S OBLIGATIONS HEREUNDER SHALL NOT REQUIRE IT TO RESPOND TO SITUATIONS INVOLVING WILDLIFE WHICH PRESENT A NUISANCE BUT DO NOT PRESENT AN IMMEDIATE THREAT TO THE HEALTH AND SAFETY OF THE COMMUNITY. Section V. Scone of Animal Control Services and Appointment of Animal Welfare Officers A. Except for Christmas, Easter and Thanksgiving, Society shall enforce all Local Ordinances within the City limits of the City of Pueblo and the unincorporated areas of Pueblo County specified in County's dog control ordinance on a daily basis from 6:00 a.m. to 10:00 p.m. and furnish emergency enforcement assistance during all other hours. The City, through the Pueblo Police Department and the County, through the Pueblo County Sheriff s Department, may provide law enforcement assistance consistent with their police powers within their respective jurisdictions to Society as may be reasonably requested by Society in order to aid Society in providing animal - related law enforcement services under this Contract. B. Persons employed by Society as animal welfare officers shall, after certification by Society that such persons have received appropriate training as provided in E. below, be designated by City and County as authorized law enforcement officers vested with the authority to enforce the Local Ordinances, investigate violations thereof, issue and serve citations or summons and complaints enforcing the Local Ordinances, and impound animals as provided in the Local Ordinances. All such designations shall be in writing and signed by the appropriate officials of City or County. C. Personnel engaged and appointed as animal welfare officers shall pursuant to section 30 -15 -105, C.R.S. be included within the definition of "peace officers or firefighters engaged in the performance of his or her duties" in section 18 -3- 201(2), C.R.S. D. Animal welfare officers shall not have the authority to arrest persons for violations of Local Ordinances or to carry weapons. Each animal welfare officer shall wear a uniform and name tag and shall possess an identification card designating that person as an animal welfare officer. The uniforms of the animal welfare officers shall not be deceptively similar to the uniform of the Pueblo Police Department or the Pueblo County Sheriff s Department. E. Every animal welfare officer shall be trained in the law of search and seizure, arrest, peace officer and civil liability, and any other area of criminal, constitutional, or civil law required in the performance of animal welfare officers' duties. In addition, on-the-job or in -house training shall be given to each animal welfare officer regarding licensing, impoundment, enforcement, and administration of this Contract and Local Ordinances. F. The term of any person appointed as an animal welfare officer shall expire, as applicable, upon (1) termination of such officer's employment with Society, (2) termination of this H:\BKOLBEM046942000 \Contract for Services Pueblo.M.wpd 7/10/02 4:35 pm -9- Contract pursuant to Sections III, IV.Q. or VIII.J, or (3) expiration of this Contract unless this Contract is renewed for the immediately succeeding year, whichever occurs first. G. City and County will through their emergency dispatch centers receive emergency 911 calls and animal control complaints originating within their respective jurisdictions and dispatch animal control officers in response thereto. County will make available its radio frequency for use by Society and its animal welfare officers in the enforcement of Local Ordinances. Section VI. Equipment. Vehicles and Records A. As a condition precedent to the Society's obligations under this Contract, City and County shall and hereby do authorize and permit Society to possess and use for the full term of and for the purposes of this Contract, (1) the Shelter, (2) all existing equipment, accessories, parts, tools, furniture, office records and statistics, computers, web sites, inventory located at the Shelter and described on the attached Exhibit `B" (the "Equipment ") and (3) reasonably satisfactory records (the "Animal Records ") pertaining to all animals in the care of the Shelter at the time possession of Shelter is delivered to the Society. Such possession and usage shall be at no cost to Society but Society shall exercise reasonable care to maintain the Equipment as well as the Purchased Equipment in good repair and operating condition, reasonable wear and tear and obsolescence excepted. On September 1, 2002, the City and County shall deliver and transfer the sole possession of the Shelter, Equipment and Animal Records to the Society. At the time of such delivery, the City and County shall have installed the perimeter fence for the Shelter as directed by the State Veterinarian. Prior to September 1, 2002, City and County shall provide the Society with reasonable access to the Shelter, Equipment and Animal Records in order to allow the Society to make reasonable preparations for the efficient and effective commencement of services under this Contract on September 1, 2002. The parties recognize and agree that previously issued rabies certificates and records thereof ( "Existing Rabies Records ") are presently maintained at the Shelter. Upon taking possession of the Shelter, Society will continue to keep and maintain the Existing Rabies Records located at the Shelter on the Effective Date in their then current condition and will make both the Existing Rabies Records and the New Rabies Records (as defined in Section IV.U. above) available for inspection and copying by City and/or County and for such purpose will deliver temporary possession of the Rabies Records to the City and/or County upon reasonable requests. All costs of inspection, copying and delivery of the Existing Rabies Records and the New Rabies Records shall be borne by the entity requesting same. B. As a condition precedent to the Society's obligations under this Contract, City shall and hereby do authorize and permit Society to use and shall on September 1, 2002 transfer sole possession to Society for the full term of and for purposes of this Contract the three motor vehicles and accessories attached thereto described on the attached Exhibit `B" (the "Motor Vehicles "). Society shall insure and maintain the Motor Vehicles in good repair and operating condition, H:\BKOLBEM046942000 \Contract for Services Pueblo.cl8.wpd 7/10/02 4:35 pm "10" reasonable wear and tear and obsolescence excepted. Society may purchase oil, gas, and Motor Vehicle maintenance and repairs from the City's fleet maintenance department. When a Motor Vehicle becomes inoperative, Society shall surrender possession of such Motor Vehicle to the City, and Society shall, at its expense, make available a Society owned or leased motor vehicle of like kind for use in the enforcement of Local Ordinances. Such owned or leased motor vehicles shall at all times during the term of this Contract and thereafter remain the separate property of the Society. C. Upon termination or expiration of this Contract, Society shall immediately deliver possession of (1) the Equipment and Purchased Equipment and any other equipment acquired with City and County funds to the City and County, and (2) the Motor Vehicles to the City. D. THE EQUIPMENT AND MOTOR VEHICLES ARE TRANSFERRED TO AND ACCEPTED BY SOCIETY IN THEIR CONDITION AT THE TIME OF TRANSFER "AS IS" AND "WHERE IS ", WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OR FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. Section VII. Insurance, Independent Contractor and Indemnity A. Society shall secure and maintain insurance to protect itself, its subcontractors, and the City and County from claims for bodily and personal injuries, death, or property damage which may arise from operations under this Contract, whether such operations be by itself or by any subcontractor or anyone employed by Society directly or indirectly. The following insurance policies are required with minimum coverage of not less than the amounts set forth in section 24 -10- 114, C.R.S. or as same may subsequently be amended: Comprehensive commercial liability insurance including contractual coverage. 2. Automobile collision, comprehensive and liability insurance. Certificates of all insurance policies shall be filed with the City and County and shall be subject to the City and County's approval as to adequacy of protection. All certificates of insurance shall contain a provision that thirty (30) days prior written notice of cancellation shall be given to the City and County. Society shall name the City and County as additional insureds under the insurance policies. B. Society shall take out and maintain during the period of this Contract, Colorado workers' compensation insurance for Society and all employees of Society complying with the Colorado Workers' Compensation Act. If any service is sublet by Society, Society shall require the subcontractor to provide the same coverage for the subcontractor and subcontractor's employees. Workers' compensation insurance shall include occupational disease provisions covering any Society obligations in accordance with the provisions of the Colorado Workers' Compensation Act. H:\BKOLBEZE \046942000 \Contract for services Pueb1o.c18.wpd 7/10/02 4:35 pm -I I- C. The insurance coverage enumerated in paragraphs A and B above constitute minimum insurance requirements and shall in no way lessen or limit the liability of Society. Society shall procure and maintain at its own cost and expense any additional insurance it believes to be necessary. D. The City and County shall be solely responsible at their cost to secure and maintain property insurance upon the Shelter, Purchased Equipment, and Equipment of such nature and in such amounts as they may reasonably determine. The Society shall have no responsibility for insuring the Shelter, Purchased Equipment, or Equipment. E. Notwithstanding any other provision in this Contract to the contrary, City, County and Society each hereby waives any and all rights of recovery against the others, their officers, employees, agents, representatives, successors and assigns, for loss of or damage to such waiving party or its property or the property of others under its control, arising from any cause insured against under any policy of property insurance required or permitted to be carried by such waiving party pursuant to the provisions of this Contract (or under any other policy of property insurance carried by such waiving party in lieu thereof if more perils are covered than are required hereunder) at the time of such loss or damage, and City, County and Society further hereby waive all rights of subrogation arising under their respective property insurance policies. The foregoing waiver shall be effective whether or not a waiving party actually obtains and maintains such insurance which such waiving party is required or permitted to obtain and maintain pursuant to this Contract. City, County and Society shall, upon obtaining the policies of insurance which they are required or permitted to maintain hereunder, give notice to their respective insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Contract. Notwithstanding the foregoing, however, Society shall be liable to City and County for damage caused to the Shelter, Purchased Equipment, Equipment or Motor Vehicles by Society's agents, employees and contractors during Society's move in, move out or use of the Shelter, Purchased Equipment, Equipment or Motor Vehicles. F. IN THE PERFORMANCE OF SOCIETY'S OBLIGATIONS UNDER THIS CONTRACT, IT IS UNDERSTOOD, ACKNOWLEDGED, AND AGREED THAT SOCIETY IS AT ALL TIMES ACTING AND PERFORMING AS AN INDEPENDENT CONTRACTOR AND SHALL HAVE NO AUTHORITY TO BIND THE CITY OR COUNTY TO ANY CONTRACT, AGREEMENT OR UNDERTAKING. NONE OF THE CITY, COUNTY OR CITIZENS' ADVISORY COMMITTEE SHALL HAVE OR EXERCISE ANY CONTROL OR DIRECTION OVER THE MANNER AND MEANS BY WHICH SOCIETY PERFORMS ITS OBLIGATIONS UNDER THIS CONTRACT. SOCIETY UNDERSTANDS AND AGREES THAT SOCIETY AND ITS EMPLOYEES, AGENTS, SERVANTS, OR OTHER PERSONNEL ARE NOT NOR SHALL THEY BE CONSTRUED TO BE EMPLOYEES OR AGENTS OF THE CITY OR COUNTY. SOCIETY SHALL BE SOLELY RESPONSIBLE FOR PAYMENT OF SALARIES, WAGES, PAYROLL TAXES, UNEMPLOYMENT BENEFITS OR ANY OTHER FORM OF COMPENSATION OR BENEFITS TO SOCIETY OR ANY OF ITS EMPLOYEES, AGENTS, SERVANTS OR OTHER PERSONNEL PERFORMING SERVICES OR WORK UNDER THIS H:\BKOLBEZE \046942000 \Contract for Services Pueblo.68.wpd 7/10/02 4:35 pm -12- CONTRACT, WHETHER IT BE OF A DIRECT OR INDIRECT NATURE, AND SOCIETY SHALL INDEMNIFY, DEFEND, AND HOLD CITY AND COUNTY HARMLESS THEREFROM. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT NEITHER SOCIETYNOR ITS EMPLOYEES, AGENTS, SERVANTS OR OTHERPERSONNEL SHALL BE ENTITLED TO CITY OR COUNTY PAYROLL, INSURANCE, UNEMPLOYMENT, WORKERS' COMPENSATION, RETIREMENT OR ANY OTHER BENEFITS WHATSOEVER. G. Subject to the remainder of this Section VII. G., Society shall indemnify, defend, and hold harmless the City and County and their respective officers, employees and agents, from and against any and all loss, damage, injuries, claims, cause or causes of action, penalties, or any liability whatsoever asserted by third parties against the City or County, or both of them, resulting from, arising out of, or in connection with Society's breach of this Contract or Society's negligent acts or omissions. The Society shall not, however, be liable for indemnification of claims or demands to the extent they arise from the negligent or intentional acts of the City or the County, the departments thereof or their officers, employees or agents, including without limitation the failure of the City or the County to maintain the physical condition of the Shelter in compliance with applicable laws. The indemnity provisions of Sections VII.F. and G. shall survive the termination, cancellation or non - renewal of this Contract. H. Notwithstanding any other provision of this Contract, no term, provision or condition of this Contract shall be construed or interpreted as a waiver, express or implied, by City or County of immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act or any other law, common or statutory, granting immunity and protection to the City and County. The parties understand and agree that City's and County's liability is limited and controlled by the provision of the Colorado Governmental Immunity Act. Section VIII. Additional Terms A. Society shall not assign or otherwise transfer this Contract or any right or obligation hereunder without the prior written consent of City and County. B. This Contract is subject to and shall be interpreted under the law of the State of Colorado, and the Charter and ordinances of the City and County. Court jurisdiction and venue shall exclusively be in the Colorado District Court for Pueblo County, Colorado. Society shall ensure that it and its employees, agents, and officers are familiar with, and comply with, this Contract and federal, state, and local laws and regulations applicable to the performance of the services hereunder, as now written or amended. C. If any covenant, condition, term or provision herein contained is held to be invalid by any Colorado or Federal court of competent jurisdiction, the invalidity of any such covenant, condition, or provision shall in no way affect any other covenant, condition, or provision herein HABKOLBEM04694200MContract for Services Pueb1o.c18.wpd 7/10/02 4:35 pm -13- contained, provided that the invalidity of any such covenant, condition, or provision does not materially prejudice either party hereto in its respective rights and obligations contained in the valid covenants, conditions, or provisions in this Contract. D. This Contract, together with all exhibits attached hereto, constitutes the entire agreement between the parties hereto for the operation of the Shelter and the provision of animal control services, is a non - exclusive contract, and all other representations or statements heretofore made, verbal or written, are merged herein. Society, County and City acknowledge and agree that this is a negotiated text agreement, and that as such no term shall be construed against the City, County or Society as the author thereof. E. No waiver of default by the City, County or Society of any of the terms, covenants, and conditions hereof to be performed, kept, and observed by the other parties shall be construed, or shall operate, as a waiver of any subsequent default of any of the terms, covenants, or conditions herein contained to be performed, kept, and observed by the other parties. F. The headings of the several sections of this Contract are inserted only as a matter of convenience and for reference and do not define or limit the scope or intent of any provisions of this Contract and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. G. It is expressly understood and agreed that enforcement of the terms and conditions of the Contract, and all rights of action relating to such enforcement, shall be strictly reserved to the parties hereto, and nothing contained in this Contract shall give or allow any such claim or right of action by any other or third person or entity under this Contract. It is the express intention of the parties hereto that any person or entity, other than the parties to this Contract, receiving services or benefits under this Contract shall be deemed to be incidental beneficiaries only. H. Except as provided in Section III. D., any notice required or permitted to be given under this Contract shall be in writing and shall be given and be effective upon (1) personal delivery, or (2) three (3) days after mailing such notice by first -class U.S. mail, postage prepaid, addressed as follows: If to Society: Executive Director The Humane Society of the Pikes Peak Region 610 Abbott Lane Colorado Springs, Colorado 80905; If to the City: City Manager City of Pueblo 1 City Hall Place Pueblo, Colorado 81003; H:\BKOLBEZE \046942000 \Contract for services Pueb1o.c18.wpd 7/10/02 4:35 pm -14- If to County: County Administrator Pueblo County Courthouse 215 West 10 Street Pueblo, Colorado 81003; or to such other address as either party shall designate in writing delivered as above provided. I. This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns subject to the limitations of subsection A above. J. In the event of default under this Contract by Society, on one hand, and the City and/or County, on the other, the non - defaulting party shall provide the defaulting party with notice and specification of default. The defaulting party shall have thirty (30) days from receipt of notice of default to cure the default; provided, however, if the default is of a character as to reasonably require more than thirty (30) days to cure, the cure period shall be extended to provide sufficient time to cure, provided that the defaulting party timely commences to cure and thereafter diligently proceeds to cure such default. Subject to the next subparagraph if the default is not timely cured, the non - defaulting party may terminate this Contract and pursue its remedies, if any, for compensatory damages arising out of said default. In any suit brought to enforce this Contract, the prevailing party shall be awarded its reasonable attorneys fees and costs against the other party or parties. Venue for any such action shall be in Pueblo County, Colorado. In addition to the foregoing, as to non - monetary defaults under this Contract, if such default has not been cured or if the parties have not otherwise reached agreement concerning such default within the cure period provided for above ( "Cure Period "), a dispute ( "Dispute ") shall exist. In the event of a Dispute, the parties agree, first to try in good faith to settle the Dispute by mediation administered by the Judicial Arbiter Group, Inc. ( "JAG "), under the Commercial Mediation Rules of the American Arbitration Association, before resorting to judicial resolution. The parties shall select the mediator by mutual agreement, and if they cannot agree, by alternative strikes from a list of available JAG mediators. The parties shall flip a coin to determine who makes the first strike. If the Dispute has not been settled by mediation within fifteen (15) days after expiration of the Cure Period, the non - defaulting party may proceed with its remedies under the preceding subparagraph. In the mediation, (a) the parties shall share and pay equally the fees of the mediator and all the costs of those proceedings, and (b) the parties shall be responsible for their own attorney's fees and costs. No party to this Contract shall be entitled to recover from any other party to this Contract punitive, exemplary, indirect, special or consequential damages resulting from or arising out of or related to this Contract or the breach hereof by any party hereto. In consideration of the parties executing this Contract, each party waives and discharges the other parties and their respective officers, agents and employees from any and all claims and liability for such damages. H:\BKOLBEZE \046942000 \Contract for Services Pueblo.cl8.wpti 7/10102 4:35 ptn -15- K. The parties represent and warrant to one another that they are free from any existing contractual obligation that would interfere with their ability to enter into or perform their obligations under this Contract. L. In the event of a conflict between the provisions of this Contract and the provisions of the Local Ordinances, the provisions of the Local Ordinance shall control to the extent of such conflict. M. The Agreement dated December 11, 1974 between the City and the County relating to the animal shelter and animal control is hereby terminated and each party shall be released from all obligations thereunder. N. This Agreement may be executed in counterparts, each of which shall be an original, but all of which taken together, will constitute one and the same contract. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] H:\BKOLBEZE \046942000 \Contract for Services Pueb1o.c18.wpd 7/10/02 4:35 pm -16- IN WITNESS WHEREOF, the parties have executed this Contract on the dates indicated. FOR T'HE QTY OF PUEBLO: By: _ this 8th day of July 2002. Pre ' t of the City Council Attest: City CI c FOR THE HUMANE SOCIETY OF THE PIKES PEAK REGION: �( By: ' V �/( "c� ^ this cJ day of L ' 2002 Michael R. Matkin, President Board of Directors, Human Society f the Pikes Peak Region Attest: Dr. WesleyV. Metzler, b6cutive Director FOR THE OF COUNTY COMMISSIONERS OF PUEBLO COUNTY, COLORADO By: this $ ; h day of 1 2002 C airman of the Board of County Commissioner Attest: Clerk to the Board of County sioners H:\BKOLBEZE \046942000 \Contract for Services Pueb1o.c18.wpd 7/10/02 4:35 pm -17" EXHIBIT "A" City and County Pro -Rata Share of Funding Activi1y City 1. Animal Shelter Operation and Start -Up Fee 50% 2. Animal Enforcement 63% 3. Animal Shelter major repairs and capital construction 50% 4. Purchased Equipment 50% Coun 50% 37% 50% 50% H: \BKOLBEZE \046942000 \Contract for services Pueblo.cl8.wpd 7/10/02 4:35 pm -18- EXHIBIT B Page 1 City ofPueblo Police Department ANIMAL CONTROL SECTION To : JIM BILLINGS, POLICE CHIEF From :KEN MATHIEU,ACTTNGSUPERVISOR ANIMAL CONTROL Date :JUI_Y1,2002 Subject :ANIMAL CONTROL INVENTORY TRIO,. #2310401995 FORD F -250 V.I.N. IFTRP25H45LB54563 IEA. SHORELINE ANIMOBILE MODEL # 99 IEA. KENWOOD MOBILE RADIO MODEL TX- 760HK SN 00401788, CITY #10529 2EA. 4FT. KETCH- ALLRESTRAINING POLES IEA. 4FT- TOMAHAWKRESTRAING POLE IEA S.NAICE TONGS TRK #231041 1994 GMC314TON KLN.IGDGC24S5RE566583 ]EA. SHORELINE ANIMOBILE MODEL F - 99 ]EA. G. E. MOBILE RADIO MODEL #D2HHG3 SN. 1312410 4EA.4FT RETCH- ALLRESTRAINING POLES IEA.4FT. TOMAHAWKRESTRAININGPOLE IEA. SNAKE TONGS TRK.231043 2007 FORD F -250 V.I.N. IFTVF20L3JEC51321 IEA. MAVRONANIMAL TRANSPORT U.VITMODEL ATL-6 SN. 0525011 JEA. KENWOOD MOBlLERADIO MODEL TK78OH - -1 SV 20800847 CITY #22907 2EA 4FT.KETCH- ALLRESTRAINING POLES IEA.4F7:TOMAHAW% REST"AlING POLE ]EA SNAKE TONGS EXHIBIT B Page 2 Shelter Inventory List Large Snyder Cage I eat Steel Recovery Cages I bank File Cabinets 4 each File Cabinet (4" drawer) I each G.E. phone -4 line I each Portable Cordless V -Tec Phone with Answering Machine 1 each Lenoxx Sound Speaker Phone Ieach Small Steel Cage Banks 3 each Large Steel Cage Banks 4 each Steel Cage Banks (size unimown) 3 each Large Black portable cages 45 each Small Black portable cages 16 each Large cbmme portable cages 3 each Large white utility cart 1 each Portable Chain Link cages with dividers 6 each Portable Brown Steel cages 6 eac 6 foot portable chain link cages 2 each 4 foot portable chain link cages I each Large grey utility cart I each 7 am* Chairs I eaeb Table I each Small table (old) 1 each Tornado Buffer 097805 1 1 b All pet carriers 1 each Bulletin Board I each and Small h truck 1 cock Red Wagon 1 etch Grooming Table 1 eaoh Grooming Dryer `.Kenmore" Washer 1 eseb "Maytag" washer I Well I Mill "Hot PoinC Dryer 1 each "Signaturc" Dryer All small desk fans U9b All standing fans 1 ts.clt Extra large steel fan I ewh Steel cabinet (without doors) 4 each Insectlbug uppers Fencing materials unkaom quillow tatlma*m qWPOW All dog houses ••Wards" riding lawn mower, 42 ", Model TMO3300004, Serial 111 67 I won 42" mow blade, Model 190465A (for lawn mower) 1 34 I nth Gross catcher. Model I01 Uf2069 9 I Serial MA0821207 Model 1 each Homelite weed cutter EXHIBIT B Page 3 Tomahawk Restraining Poles, 4 foot 3 aaeb Tomahawk Restraining Poles. 2 foot I each All stainless steel buckets, bowls, yqucegecs, brmhcs, tools, hoses, faucet pearls, - tools Q°mm*= Thermtec Incinerator, Model G12 -P I each Microscope, American Optical, Model # 11144 1 each Anesthesia machine, Ohmeda, Mod #BBTV01071, Ser# 9905763 1 each Operating Table, Shoreline, Model 9KCMO8337 1 each Prep Table, Affiliated Hospital Prod, Mod #2605NL, Ser#13452 I each Sterilizer, Tuttnauer, Model 02340M, Serial 119908232 1 each Ultrasonic Cleaner. Ultronics. Serial #20022208 1 each Surgery Lamp, Tn Star, Mod#TS2010, Ser #9TD 1192 1 each Surgery Lamp, Tn Star, Mod# TS2015, Ser #OTD2094 X -ray Lamp, GE Model #I IFV9A 1 a m* Refrigerator, Avanti, Model #498yw/yr/yb, Ser 9000507500 1 each Refrigerator, Avanti, Model #498yw /yc /yb, Ser #000101207 1 each Refrigerator, ABSOCold, Mod #ARl01MW IOGR, Ser #951001425 1 each Refhgcrator, Kenmore, Mod 114996472, Ser # 1197030021001688 1 each Refrigerator, ABSOCold, Serial # 951001434 Standing Fan, Wmdmere, Model 9WSF16T 1 each Drug Safe, Sentry Model 9SO500 I each Computer (modem), Gateway, Serial #0021915950 1 took Computer Terminal, Gateway, Model #EV700, Ser #LIC04421475 1 each Digital Camera, Kodak, Model #DC215, Ser #EKS93510704 I each Printer, Office Jet, Hewlett Packard, Serial #SGF9AEOS7M I each Space ITearer, Deionghi, Model #25071, Serial #13509999916 1 each Space Heater, DeLonghi, Model 02507L, Serial 413709999916 1 each Pressure Washer, North Star, Model # 1573221, Ser #03021246 I a h Scale, Techndyne, Model *VctTec300 Microwave, GE, Model #JFS83TW001, Serial #RG983 -496S 1 each TERMINATION AGREEMENT The City of Pueblo ( "City"), Board of County Commissioners of Pueblo County, Colorado ( "County") and Pueblo Animal League ( "League ") do hereby mutually cancel and terminate the Agreement dated November 22, 1999 for the operation of the Animal Shelter ( "Agreement ") effective May 31, 2002 ( "Effective Date ") and release and discharge each other from all obligations arising under the Agreement on or after the Effective Date. As of the Effective Date, League surrenders and transfers possession of the Animal Shelter and Equipment described in Section VI.h. and Exhibit "A" ofthe Agreement to the City and County. This Agreement may be executed in any number of counterparts, each of which shall be regarded as one original with the same effect as if the signatures thereto and hereto were upon the same instrument. Signed at Pueblo, Colorado the day and year indicated after the signatures hereto. BOARD OF COUNTY COMMISSIONERS CITY OF PUEBLO OF PUEBLO COUNTY, COLORADO By By C erson of the Board President of the City Council Date: - 7 — a r 1 2002 Date: 2002 ATTEST: By: Clerk to the Board PUEBLO ANIMAL LEAGUE By Dorothy Shaw Date: 2002 Resolution No. 9638 TERMINATION AGREEMENT The City of Pueblo ( "City"), Board of County Commissioners of Pueblo County, Colorado ( "County") and Pueblo Animal League ( "League ") do hereby mutually cancel and terminate the Agreement dated November 22, 1999 for the operation of the Animal Shelter ( "Agreement") effective May 31, 2002 ( "Effective Date ") and release and discharge each other from all obligations arising under the Agreement on or after the Effective Date. As of the Effective Date, League surrenders and transfers possession of the Animal Shelter and Equipment described in Section V I.h. and Exhibit "A" of the Agreement to the City and County. This Agreement may be executed in any number of counterparts, each of which shall be regarded as one original with the same effect as if the signatures thereto and hereto were upon the same instrument. Signed at Pueblo, Colorado the day and year indicated after the signatures hereto BOARD OF COUNTY COMMISSIONERS CITY OF PUEBLO OF PUEBLO COUNTY, COLORADO By By ,,,",� Chairperson of the Board President of the City Council Date: 2002 Date: July 8, , 2002 PUEBLO ANIMAL LEAGUE B S.Ca< <r Dorothy Shaw Date: rA 2002 Resolution No. 9638