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HomeMy WebLinkAbout09492ORDINANCE NO. 9492 AN EMERGENCY ORDINANCE APPROVING A THREE AND ONE-HALF YEAR ANIMAL SERVICES CONTRACT BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND PUEBLO COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF COLORADO AND THE HUMANE SOCIETY OF THE PIKES PEAK REGION, A COLORADO NON-PROFIT CORPORATION RELATING TO THE OPERATION OF THE PUEBLO ANIMAL SHELTER AND THE ENFORCEMENT OF LOCAL ANIMAL CONTROL ORDINANCES AND AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The three and one-half year contract for animal services, dated June 24, 2019, between the City of Pueblo, a Colorado municipal corporation (“City”) and Pueblo County, a political subdivision of the State of Colorado (“County”) and the Humane Society of the Pikes Peak Region, a Colorado non-profit corporation (“HSPPR”) having been approved as to form by the City Attorney, is hereby approved. The Mayor is authorized to execute and deliver said contract in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. SECTION 2. The officers and staff of the City are authorized and directed to perform any and all acts consistent with this Ordinance and the attached contract which are necessary or desirable to implement the transactions described therein. SECTION 3. The 90-day animal services contract between the City and County and HSPPR ends on July 8, 2019. Adoption of this Ordinance is necessary on an emergency basis, pursuant to Section 3-20 of the City Charter, in order for the City’s animal shelter to remain open after July 8, 2019. SECTION 4. This Ordinance shall become effective on the date of final action by the Mayor and City Council. Action by City Council: Introduced and initial adoption of Ordinance by City Council on June 24, 2019 . Final adoption of Ordinance by City Council on June 24, 2019 . President of City Council Action by the Mayor: ☒ Approved on June 26, 2019 . □ Disapproved on based on the following objections: _ Mayor Action by City Council After Disapproval by the Mayor: □ Council did not act to override the Mayor's veto. □ Ordinance re-adopted on a vote of , on □ Council action on _______ failed to override the Mayor’s veto. President of City Council ATTEST City Clerk City Clerk’s Office Item # S-1 Background Paper for Proposed Ordinance COUNCIL MEETING DATE: June 24, 2019 TO: President Dennis E. Flores and Members of City Council CC: Mayor Nicholas A. Gradisar VIA: Brenda Armijo, City Clerk FROM: Daniel C. Kogovsek, City Attorney SUBJECT: AN EMERGENCY ORDINANCE APPROVING A THREE AND ONE-HALF YEAR ANIMAL SERVICES CONTRACT BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND PUEBLO COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF COLORADO AND THE HUMANE SOCIETY OF THE PIKES PEAK REGION, A COLORADO NON-PROFIT CORPORATION RELATING TO THE OPERATION OF THE PUEBLO ANIMAL SHELTER AND THE ENFORCEMENT OF LOCAL ANIMAL CONTROL ORDINANCES AND AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT SUMMARY: Attached is an Emergency Ordinance approving a 3 ½ year animal services contract with the Humane Society of the Pikes Peak Region (“HSPPR”). PREVIOUS COUNCIL ACTION: On April 8, 2019, by Ordinance No. 9444, the City Council approved a 90-day animal services contract with HSPPR. Said contract is scheduled to expire on July 8, 2019. BACKGROUND: This Ordinance approves the Contract between the City, Pueblo County and HSPPR relating to the operation of the animal shelter and enforcement of animal control ordinances (“Contract”) for from July 1, 2019 through December 31, 2022. FINANCIAL IMPLICATIONS: 1. Annual fees to be paid to HSPPR by City and County together: a. July 1, 2019 through December 31, 2019: $ 1,047,788 b. 2020: $ 2,151,605 c. 2021: $ 2,282,852 d. 2022: $ 2,367,948 2. Annual fees to be paid to HSPPR by City (60% of total): a. July 1, 2019 through December 31, 2019: $ 628,673 b. 2020: $ 1,290,963 c. 2021: $ 1,369,711 d. 2022: $ 1,420,768 3. Payment to HSPPR of $50,000 for Capital Expenditures ($25,000 each from City and County) within 15 days of execution of the attached contract and payment to HSPPR of an additional $50,000 ($25,000 each from City and County) in January, 2020. 4. Payment of buy-out fees (if City or County terminates the contract before its expiration date for any reason other than a failure of performance) as follows: a. If HSPPR is required to exit the contract after one year for any reason other than failure to perform, payment of $300,000. b. If HSPPR is required to exit the contract after two years for any reason other than failure to perform, payment of $250,000. c. If HSPPR is required to exit the contract after three years for any reason other than failure to perform, payment of $200,000. 5. The City and County agree to pay for major (defined as greater than $1,000) repairs to the animal shelter on a 50/50 basis during the term of the contract. BOARD/COMMISSION RECOMMENDATION: Not applicable to this Ordinance. STAKEHOLDER PROCESS: The Mayor, the President of City Council and City staff have collaborated with Pueblo County Commissioners and County staff to negotiate and prepare the attached contract. ALTERNATIVES: If this Ordinance is not approved, HSPPR will discontinue the management of the animal shelter on July 8, 2019. RECOMMENDATION: Approve the Ordinance. Attachments: Proposed Ordinance and proposed contract for animal services HUMANE SOCIETY OF THE PIKES PEAK REGION ANIMAL SERVICES CONTRACT Contractor: Humane Society of the Pikes Peak Region 610 Abbot Lane Colorado Springs, CO 80905 (719)473-1741 Attn: Jan McHugh-Smith, President/CEO jmchugh-smith@hsppr.org Representative/Contact Information: City of Pueblo: Dan Kogovsek, City Attorney 1 City Hall Place Pueblo, CO 81003 (719) 562-3899 dkogovsek@pueblo.us County of Pueblo: Cynthia Mitchell, County Attorney 215 W. 10th Street, Room 312 Pueblo, CO 81003 (719) 583-6630 mitchellc@co.pueblo.co.us Commencement Date: July 1, 2019 Expiration Date: December 31, 2022 This Animal Services Contract ("Contract") is made and entered into as of this 24th day of June, 2019 by and between the City of Pueblo, a municipal corporation ("City") and the Board of County Commissioners of Pueblo County, Colorado ("County") (together, "Entity") and the Humane Society of the Pikes Peak Region, a Colorado nonprofit corporation ("Contractor"). Contractor also conducts its operations by and through its operational division known as Animal Law Enforcement Services ("ALE"). Background and Purpose A. Entity desires to purchase and receive from Contractor the animal services described in the Scope of Services attached hereto as Exhibit A and incorporated by this reference. B. Contractor is an entity qualified and able to provide the type of services required by Entity and is willing to provide such services in accordance with the terms and conditions set forth in this Contract. NOW, THEREFORE, in consideration of the benefits and obligations under this Contract, Entity and Contractor agree as follows: Agreement 1. Scope of Services. Entity agrees to retain Contractor to perform the services described in Exhibit A ("Services"). Any modification to the Services provided by Contractor must be approved by Entity and Contractor in writing and upon mutual execution, shall become part of this Contract. In addition to the services described in Exhibit A and the other Exhibits to this Contract, Contractor agrees to provide assistance to Pueblo City and County Law Enforcement and Emergency Management Personnel in emergency situations that threaten animals in the Pueblo Community 1 such as fires, floods and other natural disasters consistent with the Pueblo Community Animal Response Team (CART)Agreement of November, 2016. 2. Standard of Performance. In performing the Services, Contractor shall use that degree of care and skill ordinarily performed by members of the same profession in the state of Colorado. Contractor represents to Entity that Contractor is and its employees performing such Services are properly licensed and/or registered within the state of Colorado (if licensure and/or registration is required by applicable law) and that Contractor and its employees possess the skills, knowledge and abilities to competently, timely and professionally perform the Services in accordance with this Contract. More specific standards of Contractor's performance are set forth in Exhibit A. 3. Compensation. Contractor shall perform the Services and Entity shall pay for the Services performed based on the rates and/or compensation schedule set forth in Exhibit B. It is understood and agreed to by the Parties that City and County may adjust the percentage of fees each owes to Contractor under this Contract as long as the total amount paid to Contractor each month by Entity remains unchanged. Entity will provide 30 days written notice to Contractor prior to any change in the percentage of fees paid under this Contract by City and County. Under no circumstances will the total amounts owed by Entity to Contractor under this Contract be changed by any adjustment to the fee split between City and County. It is understood by the Parties that fee schedules set forth in Exhibit B are subject to appropriation of funds by Entity. Payment of the Compensation shall be made in monthly installments and shall be due in advance on the tenth day of each month commencing following the execution of this Contract and continuing thereafter until through December 10 of the last year of the Term. Any cost, charge, fee or expense incurred by Contractor that is not specifically authorized under this Contract shall be deemed a non-reimbursable cost and Contractor shall be solely responsible for payment. Any modification of Compensation to be paid to Contractor must be approved by Entity and Contractor in writing and, upon mutual execution, shall become part of this Contract. 4. Term. The term of this Contract shall commence on the Commencement Date and shall terminate on the Expiration Date unless earlier terminated under this Contract, or otherwise agreed by Entity and Contract in writing. Services to be performed under this Contract shall begin on July 1, 2019. Unless the Parties agree in writing to extend this Contract or enter into a superseding contract with Contractor, Entity will provide the following notices to Contractor: a. No later than 240 days prior to the scheduled expiration of this Contract, Entity will issue a Request for Proposals(RFP) soliciting bids for providing Animal Shelter and/or Animal Law Enforcement services and will provide Contractor with a copy of any such RFP. b. No later than 180 days prior to the scheduled expiration of this Contract, Entity will notify Contract regarding what entity or entities were selected after evaluation of the RFP responses. 5. Independent Contractor. Contractor shall be solely responsible for payment of salaries, wages, payroll taxes, unemployment benefits or any other form of compensation or benefit to Contractor or any of Contractor's employees, agents, or other personnel performing the Services. It is expressly understood and agreed that neither Contractor nor Contractor's employees, agents, servants or other personnel shall be entitled to any payroll, insurance, unemployment, worker's compensation, retirement or any other benefits whatsoever from Entity. 6. Insurance. Contractor understands and agrees that it has no right of coverage under any existing or future comprehensive, self or personal injury policies maintained by Entity. Contractor shall provide insurance coverage for and on behalf of Contractor that will sufficiently protect Contractor, Contractor's agents, employees and other personnel in connection with the Services provided by Contractor pursuant to this Contract. Contractor shall provide worker's compensation insurance coverage for all Contractor personnel. Contractor shall furnish insurance certificates to Entity upon request and shall also name Entity as an additional insured on Contractor's liability insurance 2 policies that relate to the Services performed by Contractor under this Contract. All insurance policies maintained by Contractor under this Contract shall contain an endorsement waiving subrogation against Entity. 7. Indemnification and Hold Harmless. Contractor expressly agrees to, and shall, indemnify and hold harmless Entity and any of its officers,agents,or employees from any and all claims, damages, liability, or court awards, including costs and reasonable attorney fees that are or may be awarded as a result of any loss, injury or damage sustained or claimed to have been sustained by anyone, including but not limited to, any person, firm, or entity in connection with or arising out of any act or omission by Contractor or any of its employees, agents, partners, subcontractors, consultants, or others working on behalf of Contractor in performance of the Services under this Contract. Nothing in this paragraph shall constitute an agreement by Contractor to indemnify or hold Entity harmless for any act or omission by Entity or any of its officers, agents, or employees. 8. Audit and Inspection. Contractor shall at all times during the term of this Contract maintain such books and records as shall sufficiently and properly reflect all direct costs of any nature in the performance of this Contract, and shall utilize such bookkeeping procedures and practices as will reflect these costs. Books and records shall be subject, at any reasonable time, to inspection, audit or copying by authorized Entity personnel, or such independent auditors or accountants as are designated by Entity. Contractor shall permit the Entity representative or other authorized Entity personnel, at any reasonable time during regular business hours upon advance notice, to inspect the facility and to inspect and/or copy any and all data, notes, records, documents and files of the Services Contractor is performing in connection with this Contract. Such disclosure of records at Entity's request shall not waive any rights of Contractor to claim the disclosed records are confidential or proprietary. 9. Termination. 9.1 Voluntary Termination. This Contract may be terminated by Entity or Contractor for any reason or no reason upon written notice delivered to the other party at least ninety (90) days prior to termination. In the event of the exercise of the right of voluntary termination as provided by this paragraph: A. Contractor shall continue to provide complete and full Services in connection with this Contract after receipt of or issuance of a notice of termination during the 90- day notice period, and Entity shall continue to pay compensation to Contractor for the Services performed during that period; and B. At termination, all finished or unfinished documents, data, studies and reports prepared by Contractor pursuant to this Contract, if any, shall be delivered by Contractor to Entity and shall become the property of Entity; and C. Promptly after termination, Contractor shall prepare a final accounting and final invoice of charges for all outstanding and unpaid Services and reimbursable expenses, if authorized, performed or incurred prior to the date of termination. Such final accounting and final invoice shall be delivered to Entity within forty-five (45) days from the date of termination. Entity shall pay the final invoice, if it is reasonably documented, within thirty (30) days of receipt. 9.2 Payments For Early Termination Unrelated To Performance. If Entity terminates this Contract prior to its expiration date for any reason unrelated to Contractor's performance of its obligations under this Contract, Entity shall make payment to Contractor as follows: A. If Entity terminates the Contract for reasons other than performance after one year from the execution of the Contract (but before the two years from execution), Entity shall make a payment to Contractor of$300,000 within 30 days of contract termination. 3 B. If Entity terminates the Contract for reasons other than performance after two years from the execution of the contract(but before three years from execution), Entity shall make a payment to Contractor of$250,000 within 30 days of the contract termination. C. If Entity terminates the Contract for reasons other than performance after three years from the execution of the Contract, Entity shall make a payment to Contractor of $200,000 within 30 days of the contract termination. D. Entity (City and County) shall be responsible jointly, on a 50/50 payment basis, for payments, if any, required by this Section 9.2. 9.3 Termination for Non-Performance. Should a party to this Contract fail to materially perform in accordance with the terms and conditions of this Contract, this Contract may be terminated by the performing party if the performing party first provides written notice to the non- performing party("Default Notice"). The Default Notice shall specify the default under the Contract, the remedy for curing the default, the date by which the default must be cured (which date shall be a reasonable time period, not less than ten (10) business days) and a notice that if such default is not cured, or no action has been taken to cure the default during the cure period, the Contract will be terminated. In the event of termination under this paragraph, Contractor shall prepare a final accounting and final invoice of charges for all performed but unpaid Services and authorized reimbursable expenses. The final accounting and final invoice shall be delivered to Entity within forty-five (45) days of the termination date, and Entity shall pay the final invoice, if it is reasonably documented,within thirty(30)days of receipt. Provided that notice of default is given in accordance with this paragraph, nothing in this paragraph shall prevent, preclude, or limit any claim or action for default or breach of contract resulting from non-performance by a party. 10. Dispute Resolution. If a dispute arises between the parties relating to this Contract, other than the non-payment of compensation due for Services performed by Contractor, the following procedure applies: 10.1 A party shall give written notice of the dispute to the other party. The parties shall hold a meeting attended by persons with decision-making authority regarding the dispute to attempt in good faith to negotiate a resolution. The meeting shall be held promptly, but in no event later than fifteen (15) calendar days after the initial written notice of the dispute. Such meeting shall not be deemed to reduce or eliminate the obligations and liabilities of the parties or be deemed a waiver by a party of any remedies to which such party would otherwise be entitled, unless otherwise agreed to by the parties in writing. 10.2 If,within fifteen (15)calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute to non-binding mediation and to bear equally the costs of the mediation. 10.3 The parties will jointly appoint a mutually acceptable mediator. If they fail to do so within twenty (20) calendar days from the conclusion of the meeting referred to in Section 10.1 above, a mediator shall be appointed by the Judicial Arbiter Group or, if the Judicial Arbiter Group is no longer in operation, by a similar private mediation company in Colorado. 10.4 The parties will schedule the mediation for a date within thirty(30)calendar days after selection of the mediator(s). The parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) calendar days after the mediation. The substantive and procedural law of the State of Colorado shall apply to the proceedings. If the parties are not successful in resolving the dispute through mediation, then the parties shall be free to litigate the matter subject to the terms of this Contract. 11. General Conditions. 11.1 Notices. Unless otherwise specifically required by a provision of this Contract, any notice required or permitted by this Contract shall be in writing and shall be deemed to have been 4 sufficiently given for all purposes if sent by certified mail, postage prepaid, addressed to the party to whom such notice is to be given at the address set forth below or at such other address as has been previously furnished in writing to the other party. Such notice shall be deemed to have been given when deposited into the United States mail properly addressed to the intended recipient. If to the Entity: If to the Contractor: Pueblo County: Humane Society of the Pikes Peak Region Attn: Cynthia Mitchell Attn: Jan McHugh-Smith, CEO County Attorney 610 Abbot Lane 215 W. 10th St. Rm. 312 Colorado Springs, CO 80905 Pueblo, CO 81003 City of Pueblo Attn: Dan Kogovsek, City Attorney 1 City Hall Place, 3rd Floor Pueblo, CO 81003 With a copy to: Nick Gradisar, Mayor 1 City Hall Place Pueblo, CO 81003 11.2 No Waiver of Governmental Immunity. Nothing in this Contract shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to Entity, its officials, employees, contractors, or agents, or any other person acting on behalf of Entity (including Contractor) and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 11.3 No Waiver of Rights. A waiver by any party to this Contract of the breach of any term or provision of this Contract shall not operate or be construed as a waiver of any subsequent breach by either party. Entity's approval or acceptance of, or payment for, Services shall not be construed to operate as a waiver of any rights or benefits to be provided under this Contract. No covenant or term of this Contract shall be deemed to be waived by either party except in writing signed by both parties. Any written waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver unless specifically stated. 11.4 Assignment/Subcontracts. Contractor shall not assign its interest in this Contract or subcontract any of the Services to be performed under this Contract without the written consent of Entity. 11.5 Conflict of Interest. Contractor shall refrain from providing services to other persons, firms, or entities that would create a conflict of interest for Contractor with regard to providing the Services pursuant to this Contract. Contractor shall not offer or provide anything of benefit to any Entity official or employee that would place the official or employee in a position of violating the public trust as provided by C.R.S. §24-18-109, as amended, or any Entity-adopted code of conduct or ethical principles. 11.6 Compliance with Laws. At all times during the performance of this Contract, Contractor shall strictly observe and conform to all applicable federal, state and local laws, rules, regulations and resolutions that are currently in force or may hereafter be established. Contractor shall be responsible at its own expense for obtaining and maintaining all licenses and permits necessary to perform the Services under this Contract. 5 11.7 Compliance with Immigration and Control Act. Contractor certifies that it has complied with the United States Immigration and Control Act of 1986. All persons employed by Contractor for performance of this agreement have completed and signed Form 1-9 verifying their identities and authorization for employment. 11.8. State-Imposed Mandates Prohibiting Illegal Aliens from Performing Work Under this Contract. (a) At or prior to the time for execution of this Contract, the Contractor shall submit its certification that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and that the Contractor will participate in either the E-Verify Program created in Public Law 208, 104th Congress, as amended and expanded in Public law 156, 108th Congress, as amended, that is administered by the United States Department of Homeland Security or the "Department Program" established pursuant to Section 8-17.5-102(5)(c), C.R.S. that is administered by the Colorado Department of Labor and Employment in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this Contract. (b) Contractor shall not: (I) Knowingly employ or contract with an illegal alien to perform work under this Contract; (II) Enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. (c) The following state-imposed requirements apply to this Contract: (I) The Contractor shall have confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in either the E-Verify Program or Department Program. (II) The Contractor is prohibited from using either the E-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Contract is being performed. (I11) If the Contractor obtains actual knowledge that a subcontractor performing work under this Contract knowingly employs or contracts with an illegal alien to perform work under this Contract, the Contractor shall be required to: A. Notify the subcontractor and Entity within three (3) days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and B. Terminate the subcontract with the subcontractor if within three (3)days of receiving the notice required pursuant to subparagraph (c)(IlI)A. above the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if, during such three (3) days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (IV) The Contractor is required to comply with any reasonable request by the Colorado Department of Labor and Employment (hereinafter referred to as CDLE) made 6 in the course of an investigation that CDLE is undertaking pursuant to its authority under Section 8-17.5-102(5), C.R.S. (d) Violation of this Section by the Contractor shall constitute a breach of contract and grounds for termination. In the event of such termination, the Contractor shall be liable for Entity's actual and consequential damages. (e) Nothing in this Section shall be construed as requiring the Contractor to violate any terms of participation in the E-Verify Program. 11.9 Non-discrimination. Contractor shall not hire, discharge, transfer, promote or demote, or in any manner discriminate against any person otherwise qualified and capable because of race, color, sex, marital status, age, religion, disability or national origin. Contractor agrees to comply with applicable federal and state statutes and regulations concerning non-discrimination. 11.10 Rights of Third Parties. This Contract does not and shall not be deemed to confer on any third party the right to the performance or proceeds under this Contract, to claim any damages or to bring any legal action or other proceeding against the Entity or Contractor for any breach or other failure to perform this Contract. 11.11 Governing Law, Venue, and Enforcement. This Contract shall be governed by and interpreted according to the laws of the state of Colorado. Venue for any action arising under this Contract shall be in the appropriate court for Pueblo County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this agreement, the parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Contract. The parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Contract. 11.12 Assignment and Release. All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this Contract shall not be assigned by Contractor without the written consent of Entity. Any written assignment shall expressly refer to this Contract, and shall specify the particular rights, duties, obligations, responsibilities, or benefits so assigned. No assignment shall release Contractor from performance of any duty, obligation, or responsibility unless such release is clearly expressed in such written document of assignment. 11.13 Incorporation of Exhibits and Recitals; Conflict in Terms. Unless otherwise stated in this Contract, all exhibits, or documents referenced in this Contract and the recitals set forth above shall be incorporated into this Contract for all purposes. In the event of a conflict between any exhibit and this Contract, the provisions of this Contract shall control. 11.14 Severability. Invalidation of any of the provisions of this Contract or the application thereof in any given circumstances shall not affect the validity of any other provision of this Contract. 11.15 Binding Effect. This Contract shall be binding upon the successors, heirs, legal representatives, and authorized assigns of Entity and Contractor. 11.16 Article X Section 20/TABOR. The parties understand and acknowledge that Entity is subject to Article X, § 20 of the Colorado Constitution ("TABOR"). The parties do not intend to violate the terms and requirements of TABOR by the execution of this Contract. It is understood and agreed that this Contract does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Contract to the contrary, all payment obligations of Entity are expressly dependent and conditioned upon the continuing availability of funds beyond the term of Entity's current fiscal period ending upon the next succeeding December 31. Financial obligations of Entity payable after the current fiscal year 7 are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Entity, and other applicable law. Upon the failure to appropriate such funds, this Contract shall be terminated. 11.17 Contractor's Records Not Subject to Colorado Open Records Act. Unless specifically identified as public records in the Scope of Services attached hereto as Exhibit A, all records of Contractor related to, prepared by, or maintained in connection with the provisions of services under this Contract are the property of Contractor, shall be deemed confidential and proprietary, and shall not be deemed public records as defined in the Colorado Open Records Act ("CORA"). Contractor will respond to public requests for records in accordance with Contractor's written policy concerning such disclosure. Any work product, materials, and documents produced or maintained by Contractor pursuant to this Contract shall remain the property of Contractor and retained in accordance with Contractor's written records retention policy. 11.18 Additional Terms and Conditions. Additional provisions set forth in Exhibits A, B, and C attached hereto are made a part of this Contract. 11.19 Entire Agreement. This Contract represents the entire and integrated agreement between Entity and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Any amendments to this Contract must be in writing and be signed by both Entity and Contractor. The individuals executing this Contract represent they are expressly authorized to enter into this Contract on behalf of the Entity and Contractor and to bind their respective entities. [INTENTIONALLY LEFT BLANK. SIGNATURE PAGE TO FOLLOW.] 8 IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED THIS CONTRACT ON BEHALF OF ENTITY AND CONTRACTOR: Pueblo, a municipal corporation By: �/�/Y� �G AttetLk O1-k-jYA-17 Mayor City Clerk Date: -494 • /?q/ Approved as to form: 107011e-tie4 Pueblo City Attorney Board of County Commissioners of Pueblo County, Colorado h , 32 By: �� r TO' Attest: //r: Chairperson of the Board lerk to the Board of C'‘'nty Commissioners Approved as to form: Pueb County Attorney CONTRACTOR: Humane Society of the Pikes Peak Region a Colorado nonprofit corporation By: `- 4McHugh-Sm CEO/President Date: `c\ \C\ 9 EXHIBIT A SCOPE OF SERVICES Sheltering Scope of Services 1. The Humane Society of the Pikes Peak Region shall be the designated shelter operator for the City of Pueblo and Pueblo County. HSPPR shall accept animals from the Animal Law Enforcement related activities 24 hours per day 7 days per week. The shelter shall accept stray and owned domestic animals form the general public during business hours determined by HSPPR. 2. Animals shall be provided humane treatment and veterinary care during their stay at HSPPR. 3. Animals impounded by Animal Law Enforcement or accepted from a citizen as a stray animal (except for feral cats and community cats) shall be held as required by City Ordinance, County Code or State Statute (for example bite cases, dangerous animal, or animal cruelty). 4. HSPPR will provide service to reunite lost pets with their family in accordance with the City and County codes. 5. Animals that become the property of HSPPR will be assigned a disposition in accordance to the policies and procedures of HSPPR. The policies and procedures of HSPPR may be reviewed by Entity upon request. 6. HSPPR will operate in compliance with the local, state and federal laws pertaining to operating an animal shelter. 7. HSPPR will provide janitorial and interior cleaning services for the shelter. Pueblo County will provide maintenance and routine repairs of the building and grounds costing less than $1000 in labor and materials, including without limitation HVAC and other building systems, landscaping, roof, parking lot and snow removal. 8. Entity (City and County) will be responsible jointly, on a 50/50 payment basis for non-routine repairs (those costing $1000 or more in labor and materials) including renovations of the building such as replacement of walls and other structural features of the facility and of HVAC and other building systems. Requests for such non-routine repairs of the Animal Shelter facilities must be approved by both City and County prior to the time work on such projects starts. 9. HSPPR will provide statistical reporting to Entity on a quarterly basis. HSPPR will conduct quarterly meetings with the Board of County Commissioners and will be available to meet with the City Mayor and City Council quarterly, or as requested by the City and/or County. 10 10.Any fees, licensing revenue or restitution collected by HSPPR related to services performed under the terms of this Contract remain the revenue of HSPPR. 11.Hours for the shelter will be as follows: Receiving: 8:30-5:00 Mon-Fri 8:30-5:00 Sat-Sun Adoptions and Reclaims: 12:00-5:00 Mon-Fri 12:00-5:00 Sat-Sun Shelter hours and services may vary on major holidays. 12. HSPPR shall provide reasonable adoption services at the Pueblo Animal Shelter and adoption fees will be set and retained by HSPPR. Animals will be spayed or neutered before they are adopted. If adopted animals are not eligible for sterilization, the adopter will pay a spay and neuter deposit as mandated by state law. Animal Law Enforcement Scope of Services 1. The Animal Law Enforcement Department service provider shall, during established regular business hours, enforce City Code, County Resolutions and State Statutes related to domestic animals within the entire area of the City of Pueblo and Pueblo County excluding Military Installations, Universities and Colleges, State Fairgrounds, State Hospital grounds, and State and County Parks. Animal Law Enforcement Officers employed by Animal Law Enforcement will be given Special Police Powers as defined in the City Code and County Resolution through appointment as prescribed by each entity. ALE Officer Hours April through October: 8:00 am to 9:00 pm November through March: 8:00 am to 6:00 pm Sundays throughout the year: 8:00 am to 5:00 pm City/ County Recognized Holidays Emergency On-Call Services Only 2. Animal Law Enforcement Officers shall respond to Emergency (Priority 1) calls for service outside of regular business hours. Emergency (Priority 1) calls outside of regular business hours shall be received and dispatched to Animal Law Enforcement by the Pueblo Police Department Communication Center in accordance with established policies and procedures. 11 Emergency (Priority 11 Calls for Service Call Type Description Dangerous Animal Animal has attacked or threatened to attack coming in direct at Large physical contact with a person or domestic animal and animal is believed to be running at large. Animal has attacked a person causing bodily or severe bodily injury and animal remains a threat to public safety. Assists to Law Response requested by law enforcement (Pueblo PD, Enforcement or Fire Pueblo SO, CSP, etc.) to assist with domestic animal. Department Common situation may include arrest where an animal would be left unattended in a vehicle or home, search warrant, death of a person and animals are unattended, domestic violence, or anytime law enforcement requires assistance to remove an animal. Fire Department or other government agency as may be required to assist with control or removal of an animal such as a vehicle accident where operator and/or passengers were transported for health care and animal must be removed. Critically Injured Situation involving life threatening injury to a domestic Domestic Animals animal such as a dog or cat that was struck by an automobile, is bleeding profusely or other injury where loss of animal's life is likely to occur if immediate treatment is not provided. Severe Animal Extremely emaciated, injured, or neglected animals that if Cruelty left in the in their existing situation will likely result in severe suffering and/or loss of life. Common situations may include an animal hoarding case, co-occurrence of domestic violence or child abuse where animal cruelty also exists, or any other severe animal cruelty where the animal's life is in immediate jeopardy. Other Incidents On occasions there may be other situations where a response from an Animal Law Enforcement Officer is required after hours. These cases will be rare and normally will be generated as a result of a request from law enforcement or other governmental agency. 3. Animal Law Enforcement shall provide assistance to Law Enforcement as may be reasonably requested by the Pueblo Police Department or Pueblo County Sheriff Office 24 hours per day 7 days per week, at no additional cost to the City or County, when domestic animals are present and responding Law Enforcement Agency is requesting removal of those animals. The Pueblo Police Department and Pueblo County Sheriff Office shall reciprocate requests by Animal Law Enforcement where Law Enforcement assistance is required to execute the duties contained herein. Animal Law Enforcement Officers will 12 testify in court regarding summons issued at no additional cost to the City or County. 4. Animal Law Enforcement and HSPPR shall fulfill all of their obligations under state law and local code and ordinances regarding cases potentially involving rabies and in executing appropriate quarantines in cases of possible domestic animal exposure to rabies. Animal Law Enforcement and HSPPR shall handle reporting of domestic animal bites in the field and shelter as it relates to state law and local code and ordinances, but will not offer decapitation or rabies testing services. Shelter will quarantine stray domestic animals involved in a bite incident. Owners will be required to pay all associated fees for any owned animals needing quarantine. 5. Animal Law Enforcement and HSPPR shall provide all necessary equipment for the performance of Animal Law Enforcement Services under this Contract. Such equipment shall include but is not limited to caging, computers, vehicles, swab units, personal protective equipment, capture and handling devices, and other necessary materials needed to protect officer safety and the welfare of animals, except that the City or County shall provide assistance in procuring communication equipment (800 MHz or equivalent radios and dedicated frequency) and upgrades to that equipment when necessary. 6. Animal Law Enforcement shall operate a Communications Center during approved regular business hours. The Communications Center will answer telephone calls from the general public, City and County Staff, or other agencies related to Animal Law Enforcement Services and dispatch Officers to matters related to enforcement of City Code, County Resolution, and State Statutes involving domesticated animals. After hour calls will be screened and dispatched through Pueblo City/County dispatch center. 7. Animal Law Enforcement shall license animals in accordance with City Code and County Resolutions. Appropriate records shall be maintained on licensed animals. All funds collected for the licensing of animals shall be retained by HSPPR. 8. Contractor shall work collaboratively with the City's and County's representatives to facilitate Animal Law Enforcement and animal sheltering needs. Contractor shall provide statistical reporting on Animal Law Enforcement to Entity quarterly, and shall cover Animal Law Enforcement reports to review performance, and discuss opportunities for improvement at the meetings with County and/or City, whether they occur quarterly or otherwise. 9. Contractor shall provide humane treatment of all animals while in the care of HSPPR and provide first aid services as required, including emergency veterinary care at the expense of HSPPR. 13 10.Contractor shall provide humane euthanasia services for animals as required in the performance of duties in a manner that conforms to statutes and regulations of the State of Colorado and provide disposition of domestic animal carcasses as required by law. 11. ALE will not respond to nuisance or dangerous wildlife calls, deceased wild animals or pick up owned, nuisance, stray, or at large domestic felines. However, ALE agrees to remove and dispose of deceased domestic dogs and cats reported on Entity's streets, roads and public rights-of-way. The fees paid by Entity under this Contract reflect the anticipated costs in time and resources incurred by ALE when responding to deceased domestic animal situations. Contractor agrees to report the frequency of such deceased animal calls and Entity agrees to meet with Contractor during the term of this Contract to assess whether the Contractor's burden under this term should be reduced or, in the alternative, whether the Contractor should receive more compensation for this responsibility. 14 EXHIBIT B COMPENSATION SCHEDULE Subject to appropriation of funds by the Pueblo County Board of County Commissioners and the Pueblo City Council for their respective fee obligations, Entity agrees to pay Contractor for the complete and satisfactory performance of Services under this Agreement in the following amount and per the payment schedule listed below. As noted in paragraph 3 (Compensation) of this Contract, Entity may mutually agree to adjust their respective share of the fees paid to Contractor as long as the total fees paid to Contractor by Entity remains unchanged. Fee Schedule: City of Pueblo agrees to pay the Contractor as follows: Year 1 (July 1, 2019 through December 31, 2019) $ 628,673; Year 2 (2020) - $1,290,963; Year 3 (2021) - $1,369,711; Year 4 (2022) - $1,420,769. Payment of this amount will be made in equal monthly installments of: Year 1 (2019) - $104,778; Year 2 (2020) - $107,580; Year 3 (2021) - $114,143; Year 4 (2022) - $118,397. Pueblo County agrees to pay the Contractor as follows: Year 1 (July 1, 2019 through December 31, 2019) - $419,115; Year 2 (2020) - $860,642; Year 3 (2021) - $913,141; Year 4 (2022) - $947,179; Payment of this amount will be made in equal monthly installments of: Year 1 (2019) - $69,852; Year 2 (2020) - $71,720; Year 3 (2021) - $76,095; Year 4 (2022) - $78,931. Entity agrees to pay the Contractor$50,000 for Capital Expeditures ($25,000 each from City and County) within 15 days of execution of this contract and to pay the Contractor an additional $50,000 ($25,000 each from City and County) in January, 2020. 15 EXHIBIT C ADDITIONAL TERMS AND CONDITIONS Agreement between HSPPR and City of Pueblo and Pueblo County (together, the "Entity") 1. At all times during this Contract a HSPPR Pueblo Animal Shelter Community Liaison Committee shall exist and meet no less frequently than ten (10) times per year. The Animal Shelter Community Liaison Committee shall receive and review briefings regarding compliance with contractual requirements and the operations of the Animal Shelter and Animal Law Enforcement (ALE) operations, including updates on any State inspections or reports, statistics on animal law enforcement and sheltering, and any known ongoing or potential future community issues that involve or affect the Animal Shelter or ALE. The Community Liaison Committee shall provide advice and counsel regarding the Animal Shelter and ALE. 2. HSPPR shall appoint up to 4 members of the Community Liaison Committee. City and County may each provide one (1) representative for the Community Liaison Committee. The City representative shall be appointed by the Mayor's Office and the County Representative shall be appointed by the Board of County Commissioners. The City and County representatives shall act as a liaison between their respective governments and Animal Shelter/ALE management. In addition, one representative each may be provided by: a. Pueblo County Sheriff's Office b. Pueblo City Police Department c. Pueblo Department of Health and Environment d. Colorado State University Extension 3. City or County may audit HSPPR financials within a mutually agreed upon time frame and at their own expense. HSPPR will provide Entity with supplemental statements in audited financial statements. 4. HSPPR will notify Entity of any PACFA inspections within 48 hours of such inspections occurring. HSPPR will provide Entity with copies of any PACFA reports HSPPR receives related to the services provided under this Contract within three (3) business days of receipt by HSPPR of such reports. 5. HSPPR may hire staff and provide benefit packages at its discretion using its own funding. 6. City and County Public Information Officers will work with HSPPR to create a common media strategy regarding the Animal Shelter and to 16 respond rapidly to any misinformation, accusations, or public concerns regarding the Animal Shelter. 7. HSPPR will pay all utilities at the Animal Shelter facility during the term of this Contract. 8. Pueblo County will provide, at its own cost, snow removal at the PAS facility when there is 2 inches of snow or more on sidewalks and parking area. 9. Pueblo County will provide at its own cost at the animal shelter facility all lawn and grounds maintenance, mowing one time per week, provide appropriate fertilizer and weed treatments three times a year, and service and winterize the sprinkler system and provide off-lawn weed and bush care. 10.Pueblo County will provide routine HVAC services at its own cost for the animal shelter facility, including tests, inspections, filter changes, and preventative service. 11.Pueblo County will provide at its own cost all other required routine building and parking lot maintenance and routine repairs needed for the animal shelter facility. 12.HSPPR may use funding from grants, donations from Pueblo City and/or County residents, and other non-governmental funding sources to supplement the work for the Pueblo community that HSPPR is required to perform under this Contract. 13.HSPPR owns certain equipment and personal property currently located at the Pueblo animal shelter that was funded by donations and grants and not by Entity ("HSPPR Property"). HSPPR Property is identified on the attached Schedule 1, as may be amended from time to time. In the event of termination of the Contract, HSPPR shall be allowed to retain and remove all HSPPR Property from the Animal Shelter facility. 14. HSPPR shall document the source of funds used for all equipment and other purchases made for the performance of services under this Contract. HSPPR shall retain, and provide receipts or other documentation to Entity showing the source of funds for each purchase and identify the ownership of the purchased property (Entity or HSPPR). HSPPR shall provide written reports of its purchases to Entity on no less than an annual basis. All equipment purchased by HSPPR will be property owned by HSPPR regardless of the source of funding used to purchase the equipment. Any equipment previously owned, or purchased during the term of this contract or future contract, by the Entity for use by HSPPR shall remain as property owned by the Entity. 17