HomeMy WebLinkAbout2014 Resolution No. 084•
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RESOLUTION NO. -8:/-
SERIES OF 2014
CONTRAcr NO. q~-2.0 ,<-\
A RESOLUTION APPROVING A "CITY OF ENGLEWOOD AGREEMENT FOR ANIMAL
SHELTERING SERVICES" BETWEEN THE CITY OF ENGLEWOOD AND THE HUMANE
SOCIETY OF SOUTH PLATTE VALLEY.
WHEREAS, the City of Englewood provides animal shelter, food and veterinary treatment
essential to the health, safety and welfare of the City and its citizens; and
WHEREAS, the Englewood City Council authorized the City of Englewood to enter into an
agreement with the Humane Society of the South Platte Valley, Inc. to provide those services by
the passage of Resolution No. 80, Series of 2009; and
WHEREAS, the passage of this Resolution authorized the City of Englewood to enter into a
renewal agreement with the Humane Society of the South Platte Valley, Inc. to provide services
to the City of Englewood.
NOW, lHEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO, THAT:
Section 1. The "City of Englewood Agreement for Animal Sheltering Services" between the
Humane Society and the South Platte Valley, Inc., attached hereto as Exhibit A, is hereby
accepted and approved by the Englewood City Council .
Section 2. The Mayor and the City Clerk are hereby authorized to sign and attest said
Agreement for and on behalf of the City of Englewood, Colorado.
ADOPTED AND APPROVED this 15th day of December, 2014.
I, Loucrishia A. Ellis, City Clerk for thi/:~ty of Englew
above is a true copy of Resolution No. "'J Series of 201
orado, hereby certify the
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CITY OF ENGLEWOOD
AGREEMENT FORANIMAL SHELTERING SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement'') is entered into by and between
THE HUMANE SOCIETY OF THE SOU'IH PLATTE VALLEY, INC. whose registered agent's
address is 2129 West Chenango Avenue, Littleton. CO 80120 {the "Society'') and the CITY OF
ENGLEWOOD, COLORADO ("City''), a Home Rule municipality of the State of Colorado. The City
and the Society may be collectively referred to as the ''Parties."
RECITALS AND REPRESENTATIONS
WHEREAS, the City considers the sheltering of animals to be essential to the health, safety, and
welfare of the City and its inhabitants; and
WHEREAS, the City desires for the Society to provide animal sheltering services as described in this
Agreement; and
WHEREAS, the Society represents that the Society has the skill, ability, and expertise to perfoim the
services described in this Agreement; and
WHEREAS, the Parties desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the benefits and obligations of this Agreement. the Parties
mutually agree as follows:
1.0 SERVICES AND PERFORMANCE
1. 1 Sheltering Services. The Society agrees to provide shelter, food, and veterinary
treatment in accordance with all applicable requirements of the State of Colorado health
and animal treatment statutes, and with all applicable requirements under the Englewood
Municipal Code. The Society further agrees to act as the receiving agency for
impoundment and sheltering purposes with respect to all auiroals brought to the Society's
facility by authorized personnel of the City.
1.2
1.1.01 The City and the Society agree that services under this agreement shall not
commence until the Society has procured a physical location acceptable to the
City to appropriately house animals and that all the proper licenses for operation
of the facility have been obtained.
Shelter Facility. The Society shall maintain its facility in accordance with all applicable
requirements of the State of Colorado health and pet animal care and facilities statutes,
and with all applicable requirements under the municipal code of the local jurisdiction in
which the shelter facility is located.
1.2.01 The Society shall visually and physically inspect the facility at the beginning of
each week to insure that it continues to meet the standards established by the Pet
Animal Care Facilities Act ("PACF A").
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1.3 Impoundment/Contact with Owner. The Society agrees to hold all impounded animals,
and to dispose of animals, unless properly reclaimed by a verified owner, in compliance
with the Englewood Municipal Code. The Society shall make reasonable efforts to
contact the owner of any impounded animal which is brought to it by the City under this
Agreement and which bears a City rabies tag, or Municipal or County license tag, or any
other reasonable means of identification. Reasonable efforts will consist of attempting to
contact the owner at the telephone number indicated on the license, certificate, or tag.
1.4 Dead Animal DisposaL The Society agrees to store and dispose of dead domestic and
wild animals including dogs, cats, small domestic animals and small wild animals-City
personnel should contact the Society prior to the transport of any large dead animal
classified as i.e., livestock or a large wild animal such as a deer to detennine if the
Society can accommodate and make arrangements for the storage and disposal of such
animal.
1.5
1.6
Required Hours of Operation. Except during any week where a legal holiday occurs,
the Society shall maintain .a schedule of at least 40 hours per week whereby animals
impounded under this Agreement may be reclaimed by their owner. In any week in
which a legal holiday occurs, eight hours may be deducted from the required 40 hours for
each such holiday. In addition, the Society shall make its facility available to authorized
personnel of the City for the pwpose of receiving impounded animals under this
Agreement on a basis of 24 hours per day, seven days per week by providing access to
the shelter by authorized City personnel. For City personnel, the Society will provide
staff and/or a contracted veterinarian for emergency care, if required, to accept delivery
of injured animals to the Society under this Agreement 24 hours a day , seven days a
week,
Sick and Injured Stray Health Care. The Society agrees to provide all emergency and
critical care services for animals impounded by the City. The Society shall provide such
services st locations reasonably proximate to the boundaries of the City.
1.6.01 Emergency and critical care services shall include: evaluation (excluding
radiographs), stabilization, and pain management. Procedures beyond
evaluation, stabilization and pain management must be preauthorized by a
Society manager. The City shall not be responsible for the cost of any medical
procedures for stray animals brought in by City personnel, citizens or "Good
Samaritans" without prior authorization by the City.
1.6.02 The Society shall comply with all PACF A regulations for timely veterinary care.
1.6.03 The Society agrees to work in good faith to coming to mutually agreeable
financial arrangements with owners reclaiming pets that have incurred Society
approved medical bills. The Society shall be responsible for collection of any
Society approved medical bills. In the instance of court ordered treatment (i.e.
cruelty investigations and/or other court or City ordered treatment), the City
agrees to pay the veterinarian directly for all evaluation and treatment costs and
seek restitution directly from the animal owner.
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1.6.04 The Society shall be the contract holder for any agreements with outside
veterinary services and these agreements may remain confidential. The Society
shall be responsible for payment to said clinics. The Society reserves the right to
approve or decline any treatments at the discretion of the Society's veterinarian
on the case and Society's management. The Society reserves the right to
peacefully and humanely euthanize any animal that cannot be humanely held for
five (5) days.
1.6.05 The Society will not be responsible for the costs associated with treating animals
presented to veterinarians contracted by the Society by Good Samaritans.
1.6.06 The City shall be responsible for paying all costs associated with requests to
veterinarians contracted by the Society for investigative procedures related to the
criminal prosecution of animal cruelty or any other anhnal related offense, i.e.
cruelty examinations, necropsies, etc.
Reclaim Rights and Obligations. Each animal impounded by the City and placed within
the Society pursuant to this Agreement may be reclaimed by the owner during the
impound (stray-hold) period upon verification of ownership. In the case of dogs, the
owner must first show proof of current, valid rabies vaccination as required under
applicable municipal ordinances or statutes of the State of Colorado, or in the alternative,
must consent to having the dog inoculated for rabies prior to its release in accordance
with the requirements of the City and the Tri-County Health Department.
1.7.01 The Society may charge any owner who reclaims an animal all costs and fees
incurred by the Society in the impoundment, sheltering and treatment of that
animal.
1.7.02 The fees to be charged for services provided to the public shall be established by
the Society and shall be uniform and reasonable. The Society may set and collect
such impound, board, and veterinary care fees for impounded animals .as it deems
appropriate and may refuse to return the animal to its owner if such payment is
not made. This fee may be retained by the Society. The Society shall not bill its
own costs, fees or the associated charges set forth in this Section to the City. The
Society agrees to notify the City prior to increasing fees for services so that the
City can provide feedback regarding any fee increases.
1.7.03 The City agrees that within a reasonable period not to exceed three business days
after it brings a dangerous dog to the Society pursuant to C.R.S. § 18-9-204.5, the
City shall provide the Society with the following information, in writing: (i) the
name and address of the dog's owner, (ii) the date that the owner was charged
with a violation of C.R.S . § 18-9-204.5 or equivalent municipal ordinance; and
(iii) a copy of the Arrest Report or Summons and Citation, subject to applicable
records release guidelines as established by the State of Colorado and the City of
Englewood. The City also agrees to provide the Society with any available
information as to the status of the pending crimimtl prosecution against the
defendant dog owner (including any request or application for bail) upon request
by the Society. The City will cooperate with the Society in its efforts to seek
compensation or restitution from the defendant dog owner, the Arapahoe County
Victim Compensation Board, or any other source, for charges that are incwred as
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a result of receiving, keeping or disposing of a dog pursuant to C.R.S. § 18-9-•
204.5.
1.7.04 The City agrees that animals impounded under a police or court hold for criminal
prosecution for municipal code violations or any violations of C.R.S. pertaining
to animals, that are awaiting disposition by the courts will be held for up to 15
days by the Society without additional charge. After 15 days, board fees will be
charged to the City at the rate of $10 per day for the care of impounded animals
awaiting court disposition. The City agrees to seek compensation or restitution
from the defendant animal owner as described above in Section 1.6.03 for board
fees charged to the City.
1.7.0S The City agrees to notify the Society, as soon as reasonably possible, of
situations in which the City plans to impouml more than 10 animals that have
been removed from a single location or as the result of a single incident.
Exceptions to the Society's Obligation to Provide Senices. The Society is not
obligated to accept animals other than dogs, cats or other small domestic animals unless
authorized by the Shelter Director of the Society or other authorized representative.
1.8.01 Seriously sick or seriously injureo animals brought to the facility may be treated
or humanely euthanized at the sole option of the Society, following efforts to
contact the owner.
1.8.01.1 In the event disposal of an animal is required due to serious illness or
injury, the Society shall make all reasonable efforts to idenafy and
notify the owner of the animal's location and condition before
humanely eutbanizing it, by researching all lost animal reports
available to the Society; however, the Society shall not undertake
identification efforts which. in its opinion, would unduly prolong
suffering of the animal in question.
1.8.02 All animals impounded by the City shall be the responsibility of the City until
accepted at the facility or emergency veterinarian location as designated by the
Society. Thereafter, all animals shall be the responsibility of the Society under
the tenns of this Agreement.
1.9 Reports Required. The Society will maintain complete and accurate records of
impounded animals. These records shall specify the date of irnpoundment, the reason for
iropoundment if provided by the City, the general condition of the animal upon arrival or
first contact with the Society.' s employees, efforts to identify and give notice to the
owner, the length of animal stay at shelter, treatment and/or disposition of the animal, itll
associated costs and fees, identity of the reclaiming owner, amounts billed to and
collected from the reclaiming owner, and all other billing and collection information
required under this Agreement.
1.9.01 The Society shall make its impound records and facilities available for inspection
by any authorized representative of the City upon written request submitted to the
Shelter Director of the Society or the Shelter Director's authorized representative •
at least 24 hours in advance of the requested inspection.
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1.9 .02 The Society shall record and maintain service usage and expense data for each
funded program or program component required under this Agreement and
submit quarterly reports in a form mutually agreed upon by the Society and the
City.
1.10 Changes to Services. The City may request a change or changes in the services. Any
changes that are mutually agreed upon between the City and the Society shall be made in
writing and upon execution by both Parties shall become an amendment to the services
described in this Agreement.
1.11 Independent Contractor. The Society shall perform the services as an independent
contractor and shall not be deemed by virtue of this Agreement to have entered into any
partnership, joint venture, employer/employee or other relationship with the City other
than as a contracting party and independent contractor. The City shall not be obligated to
secure, and shall not provide, any insurance coverage or employment benefits of any kind
or type to or for the Society or the Society's employees, sub-consultants, contractors,
agents, or representatives, including coverage or benefits related but not limited to: local,
state, or federal income or other tax contributions; insurance contnoutions (e.g., FICA);
workers' compensation; disability, injury, or health; professional liability insurance,
errors and omissions insurance; or retirement aceount contributions.
1.12 Standard of Performance. In performing the services, the Society shall use that degree
of care, skill. and professionalism ordinarily exercised under similar circumstances by
members of the same profession practicing in the State of Colorado. The Society
represents to the City that the Society is, and its employees performing such services arc,
properly licensed and/or registered within the State of Colorado for the performance of
the services (if licenBW'e and/or registration is required by applicable law) and that the
Society and employees possess the skills, knowledge, and abilities to competently,
timely, and professionally perform the services in accordance with this Agreement.
1.12.01 The Society shall promptly inform the City concerning ambiguities and
uncertainties related to the Society's performance that arc not addressed by
the Agreement.
1. 12.02 The Society shall provide all of the services required in the Agreement in a
timely and professional manner.
1.12.03 The Society shall promptly comply with any written City request for the City
or any of its duly authorized representatives to reasonably access and review
any books, documents, papers, and records of the Society that are pertinent to
the Society's performance under this Agreement for the purpose of the City
performing any review of the services.
1.12.04 The Society shall comply with all applicable federal, state and local laws,
ordinances, regulations, and resolutions.
1.12.05 The Society shall be responsible at the Society's expense for obtaining, and
maintaining in a valid and effective status, all licenses and permits necessary
to perform the services unless specifically stated otherwise in this Agreement .
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1.13 Humane Services. The Society shall provide humane and quality care to all animals •
under the terms of this Agreement.
2.0 COMPENSATION
3.0
2.1
2.2
2.3
Compensation for Services. Following execution of this Agreement by the City, the
City shall compensate the Society the annual sum of eighty-three thousand one hundred
and fifty-one dollars ($83,151) for the services described in Section 1.0, above. The City
shall pay this sum in two (2) equal payments of forty-one thousand five hundred and
seventy-five dollars and fifty cents ($41,575.50). The first installment shall be due
January 1, 2015, and the remaining installment on the first of June, 201S.
Non-reimbursable Costs, Charges, Fees, or Other Emenses. Any fee, cost, charge, or
expense not specified in this agreement that is incwred by the Society shall be deemed a
non-reimbursable cost and shall be home by the Society and shall not be billed or
invoiced to the City and shall not be paid by the City.
Increases In Compensation. Any increases or modification of compensation shall be
subject to the approval of the City and shall be made only by a written amendment of the
Agreement executed by both Parties. By October 15th of each year, HSSPV will evaluate
Englewood usage (animals brought in though animal control and strays brought in from
Englewood citizens determined by the found address of the animal) for the prior twelve
(12) months (i.e. 10/1-9/30). Based on this usage and HSSPV's govemmental allocation
model, HSSPV will caJculate a fee for the next calendar year.
TERI\,I AND TERMINATION
3.1 Term. This Agreement shall be effective as outlined in section 1.1.01, at 12:00 a.m. on
January 2, 201S, (the "Effective Date'') and shall terminate at 11 :59 p.m. on December
31, 2015, or on a prior date of termination as pemlitted by this Agreement.
3.1.2 Renewal. Approximately 90 days prior to expiration, the Parties will determine
whether they intend to renew this Agreement. Following expiration of the term
ending December 31, 2015, the Parties may renew this Agreement for an
additional four (4) year term (the ''Renewal Term''). Both Parties must agree to
the Renewal Term via a written amendment to this Agreement.
3.2 Unilateral Termination. This Agreement may be terminated by either Party for any or
no reason upon written notice delivered to the other at least ninety (90) days prior to
termination. In the event of the exercise of the right of unilateral termination as provided
by this paragraph:
A The Society shall continue to provide the services under this Agreement until the
ninety (90) day notice period has passed, unless otherwise provided in any notice
of termination delivered by the City; and
B. All finished or 1mfinisht:d documents, data, studies and reports prepared by the
Society pursuant to this Agreement shall be delivered by the Society to the City
and shall become the property of the City.
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3.3
3.4
3.S
3.6
Termination for Non-Performance. Should a Party to this Agreement fail to materially
perform in accordance with the terms and conditions of this Agreement, this Agreement
may be terminated by the performing Party if the performing Party first provides written
notice to the non-performing Party which notice shall specify the non•performance,
provide both a demand to cure the non-performance i:md reasonable time to cure the non•
performance, and state a date upon which the Agreement shall be terminated if there is a
failure to timely cure the non-perfonnancc. For purpose of this Subsection, "reasonable
time" shall be not less than five (5) business days. Provided that notice of non-
performance is provided in accordance with this Subsection, nothing in this Subsection
shall prevent, preclude, or limit any claim or action for default or breach of contract
resulting from non-performance by a Party.
Mutual Termination. The City and the Society may agree in writing to mutually
terminate this Agreement
Delivery of Notice of Termination. Any notice of termination permitted by this Section
shall be addressed to the pers.;,n signing this Agreement on behalf of the Society or to the
City Manager at the address shown below or such other address as either Party may
notify the other of and shall be deemed given upon delivery if personally delivered, or
forty-eight (48) hours after deposited in the United States mail, postage prepaid,
registered or certified mail, retwn receipt requested.
Reimbursement for Non-Performance. Should this agreement be terminated by the
City for non-performance of services and perfolID8DCe as provided in Section 1.0, and
after exhausting all efforts to cure the non performance according to the provisions in
Section 3.3, the City shall be reimbursed any pre-paid compensation, except for any
actual expenditures incurred and documented by the Society for the care of animals
impounded by the City through the date of notice of non-performance, under Section 2.0
of this agreement.
4.0 INSURANCE
4.1 Insurance Generally. The Society shall obtain and shall continuously maintain during
the term of this Agreement insurance of the kmd and in the minimum amounts specified
(''Required Insurance''):
A. Worker's Compensation Insurance in the minimum. amount required by
applicable law for all employees and other persons as may be required by law.
Such policy of insurance shall be endorsed to include the City as a Certificate
Holder.
B . Comprehensive General Liability insurance with minimum combined single limit
for each occurrence of One Million Dollars ($1,000,000.00) and of One Million
Dollars ($1,000,000.00) aggregate. The policy shall be applicable to all premises
and all operations of the Society. The policy shall include coverage for bodily
injury, broad form property damage (including completed operations), personal
injury (including coverage for contractual and employee acts), blanket
contractual up to the underlying limits, independent contractors, products, and
completed operations. The policy shall contain a severability of interests
provision. Coverage shall be provided on an "occurrence" basis as opposed to a
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4.4
"claims made" basis. Such insurance shall name the City, its elected officials, •
officers, employees and agents as additional insured parties . .
C. Professional Liability (errors and omissions) Insurance with a minimum limit of
coverage of One Million Dollars ($1 ,000,000.00) per claim and Two Million
Dollars ($2,000,000) aggregate. Such policy of insurance shall be obtained and
maintained for one (1) year following completion of all services under this
Agreement. Such policy of insurance shall be endorsed to include the City as a
Certificate Holder.
The Required Insurance shall be procured and maintained with insurers with an
A-or better rating as determined by Best•s Key Rating Guide. All Required
Insurance shall be continuously maintained to cover all liability, claims,
demands, and other obligations assumed by the Society.
Additional Requirements for Insurance. In addition to specific requirements imposed
on insurance by this Section and its subsections, insurance shall conform to all of the
following:
A All policies of insurance shall be primary insurance, and any insurance carried by
the City, its officers, or its employees shall be excess and not contributory
insurance to that provided by the Society; provided, however, that the City shall
not be obligated to obtain or maintain any insurance whatsoever for any claim,
damage, or purpose arising from or related to this Agreement and the services
provided by the Society. The Society shall not be an insured party for any City-
obtained insurance policy or coverage.
B. The Society shall be solely responsible for any deducttble losses.
C. Every policy of insurance shall provide that the City will receive notice no less
than thirty (30) days prior to any cancellation, termination, or a material change
in such policy.
Failure to Obtain or Maintain Insurance. The Society's failure to obtain and
continuously maintain policies of insurance in accordance with this Section and its
subsections shall not limit, prevent, preclude, excuse, or modify any liability, claims,
demands, or other obligations of the Society arising from perfoIIllBDCe or non-
performance of this Agreement. Failure on the part of the Society to obtain and to
continuously maintain policies providing the required coverage, conditions, restrictions,
notices, and minimum limits shall constitute a material breach of this Agreement upon
which the City may immediately terminate this Agreement, art at its discretion, the City
may procure or renew any such policy or any extended reporting period thereto and may
pay any and all premiums in connection therewith, and all monies so paid by the City
shall be repaid by the Society to the City immediately upon demand by the City, or at the
City's sole discretion, the City may offset the cost of the premiums against any monies
due to the Society from the City pursuant to this Agreement.
Insurance Certificates. Prior to commencement of any services under this Agreement,
the Society shall submit to the City certificates of insurance for all Required Insurance.
Insurance limits, term of insurance, insured parties, and other information sufficient to
demonstrate conformance with this Section and its subsections shall be indicated on each
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certificate of insurance. 'The City may request and the Society shall provide within three
(3) business days of such request a CUITent certified copy of any policy of Required
Insurance and any endorsement of such policy. The City may, at its election, withhold
payment for services until the requested insurance policies are received and found to be
in accordance with the Agreement.
OWNERSHIP OF DOCUMENTS
Any work product, materials, and documents produced by the Society pursuant to ~ Agreement shall
become property of the City upon delivery and shall not be made subject to any copyright unless
authorized by the City. Other materials, methodology and proprietary work used or provided by the
Society to the City not specifically created and delivered pursuant to the services outlined in this
Agreement may be protected by a copyright held by the Society and the Society reserves all rights granted
to it by any copyright. The City shall not reproduce, sell. or otherwise make copies of any copyrighted
material, subject to the following exceptions: (1) for exclusive use internally by City staff and/or
employees; or (2) pursuant to a request under the Colorado Open Records Act, § 24-72•203, C.R.S., to the
extent that such statute applies; or (3) pursuant to law, regulation, or court order. The Society waives any
right to prevent its name from being used in coI1I1ection with the services.
6.0 REMEDIES
In addition to any other remedies provided for in this Agreement, and without limiting its remedies
available at law, the City may exercise the following remedial actions if the Society substantially fails to
perform the duties and obligations of this Agreement. Substantial failure to perform the duties and
obligations of this Agreement shall mean a significant, insufficient, incorrect, or improper performance,
activities or inactions by the Society. The remedial actions include:
A. Withhold payment to the Society until the necessary services or corrections in
performance are satisfactorily completed; and/or
B. Deny payment for those services which have not been satisfactorily performed, and
which, due to circumstances caused by the Society, cannot be performed, or if performed
would be of no value to the City; and/or
C. Terminate this Agreement
The foregoing remedies are cumulative and the City, it its sole discretion, may exercise any or all of the
remedies individually or simultaneously.
7.0 MISCELLANEOUS PROVISIONS
7.1 No Waiver of Rights. A waiver by any Party to this Agreement of the breach of any
term or provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either Party. The City's approval or acceptance o~ or payment for,
services shall not be construed to operate as a waiver of any rights or benefits to be
provided under this Agreement. No covenant or term of this Agreement shall be deemed
to be waived by the City except in writing signed by the City Council or by a person
expressly authorized to sign such waiver by resolution of the City Council, and 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.
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7.2 No Waiver of Governmental Immunity. Nothing in this Agreement shall be construed
to waive, limit, or otherwise modify any governmental immunity that may be available
by law to the City, its officials, employees, contractors, or agents, or any other person
acting on behalf of the City and, in particular, governmental immunity afforded or
available pursuant to the Colorado Governmental Jmmnnity Act, Title 24, Article 10, Part
1 of the Colorado Revised Statutes.
7.3 Equal Employment Opportunity. The Society will not discriminate against any
employee or applicant for employment because of race, color, religion. sex or national
origin. The Society will ensure applicants are employed, and employees are treated
during employment without regard to their race, color, religion, sex or national origin.
Such action shall include, but not be limited to the following: employment, upgrading,
demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including
apprenticeship.
7.4 Binding Effect. The Parties agree that this Agreement, by its terms, shall be binding
upon the successors, heirs, legal representatives, and assigns; provided that this Section
shall not authorize assignment.
1.5 No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or
shall create a contractual relationship with, cause of action in favor of, or claim for relief
for, any third party, including any agent, sub-consultant or sub--contractor of the Society.
Absolutely no third party beneficiaries are intended by this Agreement. Any third-party
receiving a benefit from this Agreement is an incidental and unintended bcncficiacy only.
7.6 Article X. Section 20/f ABOR. The Parties understand and acknowledge that the City 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
Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal
year direct or indirect debt or obligation within the m,-.aning of TABOR and, therefore,
notwithstanding anything in this Agreement to the contrary, all payment obligations of
the City are expressly dependent and conditioned upon the continuing availability of
funds beyond the term of the City's current fiscal period ending upon the next succeeding
December 31. Financial obligations of the City payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted, and otherwise made
available in accordance with the rules, regulations, and resolutions of the City, and other
applicable law. Upon the failure to appropriate such funds, this Agreement shall be
terminated.
7.7 Article XXVIII. If and only to the extent this Agreement constitutes a "sole source
government contract" within the meaning of Article XXVIlI of the Colorado Constitution
("Article XXVIII''), then the provisions of Sections 15 through 17 of Article XXVIII
("Amendment 54'') are hereby incorporated into this Agreement and the Parties shall
comply with the provisions of Amendmimt 54. In such a case, for purposes of this
Agreement, the Society shall constitute a "contract holder" for purposes of Amendment
54, as shall any additional persons, officers, directors or trustees related to the Society
who qualify as "contract holders" pursuant to the definition set forth in Article XXVIII .
In addition, if and only to the extent this Agreement constitutes a "sole source
government contract," the Society hereby certifies that it is not ineligible to hold any
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7.8
7.9
7.10
7.11
7.12
7.13
7.14
"sole source government contract" pursuant to Amendment 54 or any contract there
under, and the Society hereby agrees to notify the City immediately if, at any point
during the term of this Agreement, the Society becomes ineligible to hold any "sole
source government contract" pursuant to Amendment 54 or any contract there under. If
any provision or provisions of Amendment 54 are held to be unconstitutional or
otherwise invalid by a court of competent jurisdiction in a non-appealable action, have
been repealed retroactively or otherwise do not apply to this Agreement, such provision
or provisions shall no longer be incorporated into this Agreement and the Parties shall
have no obligations under such provision or provisions .
Governing Law, Venue, and Enforcement. This Agreement shall be governed by and
interpreted according to the law of the State of Colorado. Venue for any action arising
under this Agreement shall be in the appropriate court for Arapahoe 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 Agreement. 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 Agreement.
Survival of Terms and Conditions. The Parties understand and agree that all terms and
conditions of the Agreement that require continued performance, compliance, or effect
beyond the termination date of the Agreement shall survive such temrination date and
shall be enforceable in the event of a failure to perform or comply.
Assignment and Release. All or part of the rights, duties, obligations, responsibilities,
or benefits set forth in this Agreement shall not be assigned by the Society without the
express written consent of the City Council for the City. Any written assignment shall
expressly refer to this Agreement, specify the particular rights, duties, obligations,
responsibilities, or benefits so assigned, and shall not be effective unless approved by
resolution or motion of the City Council for the City. No assignment shall release the
Society from performance of any duty, obligation, or responsibility unless such release is
clearly expressed in such written document of assignment. ·
Headings. The captions in this Agreement are for the convenience and reference of the
Parties and are not intended in any way to define, limit or describe the scope or intent of
this Agreement.
Integration and Amendment. This Agreement represents the entire and integrated
agreement between the City and the Society and supersedes all prior negotiations,
representations, or agreements, either written or oral. Any amendments to this
Agreement must be in writing and be signed by both the City and the Society.
Severability. Invalidation of any of the provisions of this Agreement or any paragraph,
sentence, clause, phrase, or word herein or the application thereof in any given
circumstance shall not affect the validity of any other provision of this Agreement.
Employment of or Contracts with IDegal Aliens. The Society shall not knowingly
employ or contract with an illegal alien to perform work under this Agreement. The
Society shall not contract with a subcontractor that fails to certify that the subcontractor
does not knowingly employ or contract with any illegal aliens. By entering into this
Agreement, the Society certifies as of the date of this Agreement that it does not
11
11 SSPV ~ ~ En.glew ood Shelter.Ing Servke Agr Fmal.dooc
knowingly employ or contract with an illegal alien who will perform work under this •
Agreement and that the Society will participate; in the e-vcrify program or department
program in order to confum the employment eligibility of all employees who are newly
hired for employment to perform work under this Agreement. The Society is prohibited
from using either the e-verify program or the department program procedures to
undertake ~-employment screening of job applicants while this Agrec:ment is being
performed. If the Society obtains actual knowledge that a subcontractor performing work
under this Agreement knowingly employs or contracts with an illegal alien, the Society
shall be required to notify the subcontractor and the City within three (3) days that the
Society bas actual knowledge that a subcontractor is employing or contracting with an
illegal alien. The Society shall terminate the subcontract if the subcontractor does not
stop employing or contracting with the illegal alien within three (3) days of receiving the
notice regarding the Society's actual knowledge. The Society shall not terminate the
subcontract if, during such three days, the subcontractor provides iDformation to establish
that the subcontractor bas not knowingly employed or contracted with an illegal ~en.
The Society is required to comply with any reasonable request made by the Department
of Labor and Employment in the course of an investigation undertaken to determine
compliance with this provision and applicable state law. If the Society violates this
provision, the City may terminate this Agreement, and the Society may be liable for
actual damages incurred by the City, notwithstanding any limitation on such damages
provided by such Agreementi
7.15 Right to Contract. The Society shall have the right to provide animal sheltering and
other services to other governmental entities as long as such activities do not interf cre
with the Society's obligations in this Agreement. I
7 .16 Nodces. Any notice required or permitted by this Agreement shall be in writing and shall
be deemed to have been sufficiently given for all purposes if sent by certified mail or
registered mail, postage and fees 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 bas been previously
furnished in writing, to the other Party. Such notice shall be deemed to have been given
when deposited in the United States Mail properly addressed to the intended recipient.
If to the City: If to the Society.
City Manager Shelter Director
City of Englewood Humane Society of the South Platte
Englewood Civic Center Valley
1000 Englewood Parkway 2129 West Chenango Avenue
Englewood, Colorado 80110 Littleton, Colorado 80120
With Copy to:
City Attorney
City of Englewood
Englewood Civic Center
1000 Englewood Parkway
Englewood, Colorado 80110
12
H SSPV-C ii¥ Engleti ood Shell:arlng Service A gr Pilal.doa:
•
.0 AUTHORITY
The individuals executing this Agreement represent that they are expressly authorized to enter into this
Agreement on behalf of City and the Society and bind their respective entities .
TIIlS AGREEMENT is executed and made effective as provided above.
ATTEST:
By: __________ _
Loucrishia A. Ellis, City Clerk
STATE OF COLORADO
COUNTY OF ARAPAHOE
)
)ss.
)
CITY OF ENGLEWOOD:
By. __________ _
Randy P. Penn. Mayor
HUMANE SOCIETY OF THE
soum PLATI'E VALLEY
,,
rY!_ . £~
Shelter Director
Subscribed and sworn to before me this day of Y December, 2014, by
LJ..JS\il. \l\a,·1«;,oooyuta. as Shelter Director of the Humane Society of the South Platte
Valley.
My commission expires: __ rfl_L __ ,~ __ J .... r ____ _
i
r<"-H.VJ~~lJ
J-r • ·)tary Public
1 c :-:-:~1 of Ct):or~tJo
~ 'S71'il .,.... -• • .l .. ""1"" 11.,, Conanl~slon Exµlrea:_,!::l,~=1----
13
H SSPV-Cil.' Englewood Shel.tenng SE!J.VD Ag-r Fmal.Jiooc
COUNCIL COMMUNICATION
Date: Agenda Item: Subject:
Agreement Renewal -Humane Society of
December 15, 2014 9 Ci the South Platte Valley
Initiated By: Staff Source:
Police Department Michael Flaherty, Deputy City Manager
Mark McKay, Code Enforcement Supervisor
COUNCIL GOAL AND PREVIOUS COUNCIL ACTION
The City of Englewood has had an agreement in place with the Humane Society of South Platte Valley
(HSSPV) for five years. City Council discussed renewal of the sheltering agreement with the HSSPV at the
November 24, 2014 Study Session.
RECOMMENDED ACTION
Staff seeks Council support for a resolution renewing the City of Englewood's agreement with the Humane
• Society of the South Platte Valley for animal sheltering services.
BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED
The initial five-year term of the City's agreement for animal sheltering services with HSSPV expires on
December 31, 2014. For the last five years, HSSPV operations have met the requirements of the City. City
staff and the HSSPV have tentatively agreed to a five-year renewal with the same operational terms and a
cost allocation formula based on actual usage.
FINANCIAL IMPACT
Englewood's 2015 cost for the sheltering agreement is $83,151. This amount is included in the Police
Department's 2015 Budget
LIST OF ATTACHMENTS
HSSPV Profit & Loss Statement
HSSPV Englewood Statistics
Projected Government Cost Allocation
Proposed Resolution
5:09 PM Humane Society of the South Platte Valley 11128114
Accrual Basis Profit & Loss Budget vs. Actual
January through December 2013 -Jan -Dae 13 Budget $ Over Budget
Ordinary Income/Expense
Income
Contributions and Grants 243,585.49 241,000.00 2,585.49
Govemmant Contracts 208 ,649.96 195,750.00 12,899.96
Program Service Revenue 270,273.90 252,800,00 17,473.90
Total 1ncoma 722.509.35 689,550.00 32.959.35
Cost of Goods Sold
Appeal Expanse 5,225.13 4 ,000.00 1,225.13
Event Expense 10,042 .93 12,000.00 ·1,957.07
Merchandise Expense 0 ,00 1,200.00 ·1,200.00
Total COGS 15,268.06 17,200.00 -1,931.94
Gro11 Profit 707,241.29 sn,350.00 34,891.29
Expense
Sheller Expense 142,725.53 127,750.00 14,975.53
Payroll Expenses 258.631.59 273,978.10 •15,346.51
Occupancy 138,967.18 134,410.00 4,557.18
Office Expanse 20.753.42 26,100.00 -5.346.58 • Insurance 34,797.07 49,808.00 •15,010.93
Professional Feea 1,924.70 2,400.00 -475.30
Total Expense 597,799.49 614,446.10 ·16,646.61
Net Ordinary Income 109.441.80 57.903.90 51,537.90
Other Income/Expense
Other Income
Non Cash Donations 37,777.90
Total Other Income 37.777.90
Other Expanse
Depreciation Expanse 27,751.00
Other Expanse 1,862.00
Total Other Expense 29,613.00
Net Other Income 8,164.90
Nat Income 117,606.70 57,903.90 59,702.80
Paga 1 of 1
O·
HSSPV Statistics
2013 Englewood Summary
Cats
Dogs
Other
Incoming
Agencyf Stray
30 49
174 71
2 0
206 120
Average Stay -All Animals 18 days
Adoption
79 55
24S 72
2
326 127
-
Current Status
Redemption Transferred! Euthanized Other Still on Inventory
6 1 14 3 79
154 14 3 2 245
1 1 2
160 16 18 3 2 326
HSSPV Statistics
2014 YTD 10/31/14 (10 months) Englewood Summary
Cats
Dogs
Other
Incoming
Agency I Stray
46 41
216 72
3 3
265 116
Average Stay -All Animals 17 days
•
87
288
6
381
Adoption Redemption
55 4
69 204
1
124 209
Current Status
Transferred! Euthanized Other Still on Inventory Total
1 11 1 15 87
1 4 3 7 288
4 1 6
6 16 4 22 381
-
Projected Government Coat Alloc1tl0n 2014 -Elqien11
Sh1lttr l,q1111,a
Payroll llcpen1es
Occupancy
Offlct l•Ptnlt
Insurance
Prol1silon1I flfl
Deptt<llllon (qllRH
Tolll (1ptn11
-Oft Adoption 111tl1tell
SPl'//Neuttr Slllf
Spay/Ntuter Sllppllts
Mlcrodllp
Emt•ltn'YVtt(ponlonl
Dl\'tlopmant/Yolunreer Ma1111tr
Animal lthlVlor lpottlonJ
Offtltt Adoption
AdVllfllllllS
Unltl
Remove Dtpr1d11lon
NttAmOllnl 10lt11lit1C1tec1
Govetnmtntt
01111,
Gavsrnm1ntf/Rtsld1nt51rr,s
Other
r,nal Live Anlm111
PtoJ~•d
2014
uuoo
lZZ,•6S
131,500
2'-000
&U7•
7,500
U,000
711.Slt
154,9001
121.000,
114,5001
110.0001
Ut,7S0I
120,0001
12.5001
(8,000)
140,1:MI
1u,0001
S0S,755
llS,3U
3l0.4U
S05,755
723
USO
l.97J
IS.11d on annual 1vt11111 and 2012 actual 1nco1111n1 lot lht 1onrnmt11ll blllaw)
IPtoJICltdl
-Go.trn111t111 Alloutlen Based on Actual/(J1lm11td lncaml111 from 111111111 eo111ro1 ind re1ld1111t
Str1v, lncamlns from (OIIP<t
AC01 1nd Raldtntt Alllm1ls
Unltton s,,HJ 32,37" 234 s 256.34 ACOI • 119 • Rnldtnl S1nys-115
lnalewood M,IU 45,78K JU s 256.:U AC0I • 243 • Resident Stnys • U
Ch11ryHUl1 3.07' l.66K 12 $ 256.34 ACOs•U
Columblnt V1Pey 1,531 o.lJK ' s 251i.J4 ACOs•I
Arapahoe County 3S,817 1u,,. 140 $ 256.34 tstlm.Ce • prl1Nflly AC01
115,SU 100.0<m 723 $ 256.34
•