HomeMy WebLinkAbout2009 Resolution No. 080CONTRACT NO, q 1-J,oo</
• RESOLUTION NO . :ff!J._
SERIES OF 2009
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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 bas provided animal shel ler, food and veterinary treatment
essential to the health, safety uci welfare of the City and the Englewood citizens ; and
WHEREAS , in 2008 the District Court removed the management of the Colorado Humane
Society and placed the operations of the animal sheller that serves Englewood and Littleton under
the control of a custodian; and
WHEREAS, the Court and the custodian have worked with Englewood and Littleton to
provide for continued operations of tho animal shelter with the intention of tranaferring operations
of the animal shelter to permanent management; and
WHEREAS, tho passage of this Resolution authorizes the City of Englewood entering into an
agreement with tho Humane Society of the South Plllltc Valley, Inc . to provide services that are
aimilar in acopc and cost to the City's current agreement with tho Colorado Humane Society;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCil. OF THE CITY OF
ENGLEWOOD, COLORADO, TIIAT:
SmiQJu. The "City of Englewood Agreement for Animal Sheltering S '<Vices" between the
Humane Society and the South Platte Valier;·, Inc ., attached hereto u Exbib .. A, is hereby
acccptcd and approved by the Englewood City Council.
~-The Mayor and the City Cleric. arc hereby authoriud to sign and attest said
Agreement for and on behalf of the City of Englewood, Colorado .
ADOPTED AND APPROVED this 2nd day of November, 2009.
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CITY OF E 'GLEWOOD
AGREEMENT FOR ANIMAL llELTERIN G SE RVI CES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is en tered into by and b.,..ee n
THE HUMANE SOCIETY OF THE SOUTH PLATTE VALLEY, INC. whose registered aFn t's
address is 485 Stevens Circle, Plane,ille, CO 80651 (the ·'Society'") and the CITY OF ENGLEWOOD,
COLORADO ('"City"), a Home Rule municipality of the State of Co lorad o. The C ity and the S,Ciety
may be collectively referred to as the "Parties ."
WHEREAS, the Ci ty co nsiders the sheltering of animals to be essential to the health, safe!', and
welfare of ihe City and its inhabitants; and
RECITALS AND REPRESENTATIONS
WHEREAS, the City desires for the Society to provide animal sheltering services as described in th u
Agreement; and
WHEREAS, the Society represents that the Society has the skill, ability, and expertise to perfsm th
services desc ribed in this Agreement ; and
WHEREAS, the Parties desire to enter into thi s Agreement.
NOW, THEREFORE, in consideration of the benefits and obligations of this Agreement, th< Parti6
mulllllllY agree as follows:
1.0 SERVICES AND PERFORMANCE
Sheltering Services. The Society agrees to provide shelter, food, and v,teri n l)'
treatment in accordance with all applicable requirements of the State of Colorado healh
and animal treatment statute s, and with all applicable requirements under 1;.e [~lew"d
Municipal Code . The Society furth er agrees to act as the receiving agency p r
impoundment and sheltering purposes with respect to all animals brought to the Soc ie~'s
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facility by authorized personnel of the C ity.
l. 1.0 l The City and the Society agree that services under this agreement shall aot
commence until the Society has procured a ph)sical location acceptable to the
C ity to appropriately house animal s and that all the proper licenses foroperafon
of the facility have been obtained .
Sheller Facili!Y-The Society shall maintain its facility in accordance with all ap plic:1ble
requirements of the State of Co lorado health and pet animal care and facilities stautes,
and with all applicable requirements under the municipal code of the local juri<dictidl in
which the shelte, facility is located.
l.2.0 I The Society shall visually and physically inspect the facility at the bcgi nni ag of
each week to insure that it continues to meet ,he star,.l ard s established by thC Pet
Animal Care facilities Act ("PACFA") .
K ssPY<~· Enoli?-•· ood Shrlr21Tlg service .-.or FSlal.d ocx
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1.3 lmnoundment/Co ntact with Own er. The oc iety ag rees :o hold all im pou nd ed anima ls,
and 10 di spose of animal s, unl ess properly rec la imed by a ve rified c·Nnc r, in com pli ance
with th e Englewood Muni cipal Code. The Soc iet y shall mak e reasonal le efTo r1 s to
co nta ct the owner of any impo und ed an im al whi ch is bro ught 10 it by the City under this
Agreement and which bea rs a Cit y rabies tag, or Municipal or Co unty li cen se tag, or any
other reas onable mean s of identifi cat ion . Reasonab le effor1S will co nsist of auempting 10
con tact the own er at the telep hone number indicated on the li ce nse, ce rtifi cate , or tag.
1.4 Dead Animal Disnosa l. The Soc iety agrees to sto re and dispose of dead dome sti c and
wild ani mals includ ing dog. , c,ts, small domestic animal s and small wi ld animal s. City
personnel should contact ti,, •oc iety prior to the tran spo r1 of any large dead animal
classified as i.e ., li ves toc k ri a large wild animal such as a deer to determine if th e
Society can acr )mr ,date an d make arrangeme nts for the storage and di sposa l of suc h
anim al.
1.5 Required Hours cf .!.wHl!l!l!!!· Except during any week where a lega l holiday occ urs,
the Society shall muinta ',; a sc hedul e of at least 40 hours per week whereby animals
impounded under this Agreement may be rec laimed by th eir ow ner. In any week in
which a lega l holiday occ urs , eight hours may be deducted from the required 40 hours for
each suc h holiday. In addition, the Society shall make its facility available to authorized
personnel of the City fo r the pu r,ose of ,ece iving impound ed animals under th is
Agreement on a basis of 24 hours per day, sev en days per week by provi ding access to
In c shelter by authorized City personnel. ;',y s.ity ~--" •onnel , the Society will provide
staff and/or a co ntracted veterinarian for em ,{~Il l."/ f!Jtr,•, if req uired , to accept delivery
of injured animals to the Society under t )is P-&ii.1;m-:t1•t 24 hours a day, seven days a
week,
1.6 Sick and Injured Stray Health Care. The Soc iety agrees to provide all emerge ncy and
cri ti ca l care services for animals impounded by th e City. The Society shall provide such
serv ices at locatio ns reasonabl y proximate to the boundaries of the City .
1.6 .01 Emerge ncy an d critical care serv ices shall in clud e: eva luation (exc ludin g
reJ iogra ph s), sta bili1.&ti on, and pain manage ment. Procedures beyo nd
eva lu ation, sta bili1.&tion and pain management must be prea uth orized by a
Soc iety manager. Th e City sha ll not be responsible fo r th e cost of any medi cal
proced ures for stray animals brought in by City personnel , citi zens or "G ood
Sam aritans" without pri or authori1.&tion by the City .
1.6.02 The Soc iety shall co mpl y with nil PA CFA reg ul ati ons fo r tim ely vete rinary ca re.
1.6.03 The Society agrees to work in good faith to coming to mutually agreea bl e
financial arra nge ments wi th owners rec laimin g pets that have incurred Society
approved med ica l bills . The Society shall be re sponsibl e fo r collect ion of any
Society approved medical bill s. In the in sta nce of co ur1 ordered treatm en t (i.e.
cru elty inve stigati ons and/or other cou r1 or City ordered treatment), the City
agrees to pay th e ve terinarian dire ct ly fo r all ev alu at ion and treatment costs and
seek rest ill:tion directl y from th e animal owner.
HSS PV <:i!y Englew ood Sh oltoring Secvica Ag rFlnal .d o cx
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1.6.04 The Soc iet y shall be 1he con tract holde r fo r any agre ements with outside
veter inary serv ices and th ese agree ment s may remain co nfidential. The S0ciety
shall be responsib le for payment to said clini cs. The Soc iety re serves th e ri ght to
approve or dec line any treatment s at th e di scre ti on of 1h e Socie ty 's vete rina ri an
on th e case and Soc iet y's managemen t. The Soc iety reserves th e right to
peace full y und human ely eutl Jni ze any an im al th at cannot be humanely held for
fi ve (5 ) days.
1.6.05 The Society wi ll not be responsib le fo r the costs associa ted with trea ti ng an im als
presented to vete rinari ,os co ntracted by th e Society by Good Samaritans .
1.6 .06 The City shall be r<sr-<>nsib le fo r paying all costs associa ted with requests to
veteri narians contrn c· oJ by lho Society for investigative procedures relate d to the
criminal prosecuti on of anim ,~l cruelty or any other animal related offense, i.e .
cruelty exn min ati on s1 necro psies , etc.
Reclaim ll.lghts aad Obllgalic•,~, &sh animal impoundeJ br the City and placed within
th e Society pursuant to this Ag,;ame nt may be reclaimed by the owner duri ng the
impound (sllDy-hold ) period upon verificati on of ownersh ip. In the case of dogs, th e
owne r must first show proof of cur<ent, valid rabies vacc inati on as required unde r
appli ca ble muni ci pal ordin ances or statutes of the State of Colorado, or in the alternati ve,
mu st consent to ha ving the rlog inoc ulat.:d for rabies prior to its release in accordance
wi th the requirements of the City and the Tri-County Health Department.
1.7.01 The Society may charge any owner who rec laim s an an imal all costs and fee s
incurr&J by the Society in the impoundment, shelterin g and treatment of that
animal.
1.7.02 The fees to be charged for services prc vided to th e public shall be establi shed by
·.he Society l!lld sholl be uni fo rm and reasonab le. The Society ma y se t and co llect
such impound , board, and vete rin ary care fees fo r impounded ani mals as it dee ms
appropriate and may refuse to return the an imal to its ow ner if such payment is
i.ot made. This fee may be ret ained by the Society . The Society sha ll not ~ill its
own costs, fees or th e ass•>:iated charges set fo rth in thi s Section to the City . The
Soc iety agrees to notify the City pri or to increasing fee s for services so that the
Ci ty ca n provi de feedback regarding any fee increases.
1.7.03 Th• City agrees that within a reasonable period not to exceed three busin ess days
afte r it brings a da ngero us dog to the Society pursuant to C.R.S. § 18-9-204.5 , the
Ci ty shall provide th e Soc iety wit h the fo llowing information , in wri tin g: (i) the
nam e and add ress of th e dog's ow ner, (ii) th e date th at the owner was charged
with a vi olati on of C.R.S . § 18-9 -204 .5 or equivalent muni ci pal ordin ance; and
(iii) a co py of th e Arrest Repo rt or Su mm ons and Citation, subj ec t to ap pli ca ble
record s release guid elines as established by the State of Co lorad o and th e City of
Englewood . The City also agrees to provide th e Society with any availa bl •
informati on as to the status of th e pending cri minal prosecution against th e
defendant dog owne r (in cluding any request or appli cation for bail ) upon request
by the Society . The City will coo perate wi th the Society in its efforts to seek
compe nsation or re stitution from the defe ndant dog owner, the Arapahoe Cou nty
Vi ctim Co mpen sation Board, or any oth er source, fo r charges th at are in curred es
H SSPV-C iQt Enolcw ood SheltEring Service A.g r Fll'la ldoo:
a re sult of receiv ing , keeping or di spos in g of a dog pursuant to C.R.S. § 18-9-•
204.S.
I. 7.04 The City agree s th at animnl impounded und er a po li ce or co urt hol~ fo r cr iminal
prosec uti on fo r muni ci pal code vio lati ons or any violati ons of C .R .S. pertaining
to animal s, that c•e awa itin g di spos iti on by th e co urt s will be held for up to IS
days by th e Societ; without additi onal chnrge . After IS days , boa rd fees will be
charged to the Ci:y at the rate of$ IO per day fo r the ca re of impound ed animal s
awaiting court di spo siti on. The City agrees to seek compen sation or •e itution
from th e defenda nt animal owner as de sc ri bed above in Sec ti on 1.6.03 fo r board
fees charged to the City.
1.7 .05 The City agrees to notify the Society, as s,on as reaso nabl y possible , of
situations in which the City plan s to impound 1. 1ore than IO animal s that have
been removed from a si ngl e locati on or as th e resu1 · of a sin gle in cide nt.
1.8 ExceptioDJ to the Society's Obligation to Provide Ser ,ices. The Society is not
obligated to accept animals other than dogs, cats or other sm 111 domesti c anir .1als unless
authorized by the Chief Executive Officer of the soc;ety or other authori zed
representative.
1.8.0 I Seriously sick or seriou sly injured animals brought to the facility may be treated
or humanely euthanized at th e so le option of the Society, following efforts to
contact the owner .
1.8 .01.1 In the event di sposal of an animal is required due to serious illn ess or
injury , the Soc iety shall make all reasonable efforts to identify and
notify th e owner of the animal 's loca ti on and condition before
hum anel y euthanizin g it , by researchin g all los t animal reports
available to th e Soc iety; howeve r, the Society sha ll not undertak e
identificati on efforts whi ch, in its opini on, would unduly prolong
suffering of th e animal in qu es tion .
1.8.02 All animal s impounded by th e City shall be the responsibility of the City until
accepted at the facility or emergency veterinarian location as designated by the
Society. Thereafter, all animal s shall be the responsibility of the Society under
the term s of thi s Agreement.
1.9 Reports Required . The Society will maintain co mplete and accurate re cord; of
impounded anim als. These records shall spec ify th e date of impoundment , th e reaso n for
im po undment if pro vid ed by the City, th e ge neral condition of th e animal upon arrival or
first co ntact with the Society's emplo;ces, effort s to id entify and g ive notice to the
owner, the length of animal stay at shelt er, treatment and/or di sposition of the an im al, all
associated costs and fe es, identi ty of the reclaiming owner, am ounts billed to and
collected fr om the reclaiming owner, nnd all oth er billin g nnd co llecti on inform nti on
required under this Agreement.
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1.9 .01 The Society shall make its impound reco rd s nnd facilitie s ava ilabl e for inspection
by any euth ori zed represcntntive of the City upon written request subm itted to the
Chi r f Executive Officer o: th e Soc iety or the Chief Execu ti ve Officer's •
a uth ori zed represe ntati ve nt least 24 hours in ndv anc e of the requested inspec ti on.
H SSPV<"it,y Englew ood Sh e ltering: Service A.or-Firu,ldocx
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1.9.02 The Society shall record nnd maintain servi ce usage and expe nse data fo r enc h
funded pro gram or prog ram co mponent required und er this Agree ment and
submit qu aner ly repon s in a fom1 mutu all y agreed upon by th e Society and the
City .
1.10 Changes to Serv ice•. The City may I equest a chan ge or changes in the se rvices. An y
chan ges that are mutuall y agree d upo n between th e City and the Society sha ll be made in
writing and upon execution by both Parties shall beco me an ame ndment 10 the serv ice s
described in this Agreement.
I, I I Independent Cootr•clor. The Society shall perform th e services as an independent
contractor and shall not be deem ed by virtue of this Agreement 10 have entered int o any
partnership , joint venture , employer/employee or other rel ationship with the City other
than as n <0ntracting party and independent contractor. The City shall not be obligated 10
secure, ru,d 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-consu ltants, <0ntractors ,
agents, or representatives, including coverage or benefits related but not limited to : local,
state, or federal income or oth er tax contributions; insurance contributions (e.g., FICA);
1orkers ' compensation ; disability, injury, or health; profess ional liability insurance,
errors and omissions insurance; or retirement account contributions .
1.12 Standard or Performance. In performing the services, the Society shall use that degree
of care, skill, and professionalism ordinarily exercised under similar circumstance s by
members of the same profession practicing in the Stale of Co lorado . The Society
represe nts to the City that the Society is , and its employees performing such services are,
properl y licensed and/or registered within the State of Colorado for the performance of
the services (if licen sure an d/or registra ti on is required by applicable law) and that the
Society and employees po ssess the skills, knowledge, and abilities to co mpetentl y,
timely, ar j profess ionally perform the services in accordance with thi s Agreement.
• I.I 2.0 I The Society shall promptl y info rm the City conc ernin g ambiguities and
un ce nainties related to the Society's per fo rmance that are not addressed by
the Agreement.
1.12 .02 The Society shall provide all of the services required in the Agreement in a
timely and professio nal mann er.
1.12 .03 The Society shall promptly comply with any written City request fo r the City
or any of its duly authorized represe ntative s to reaso nably access and review
any books, documents, papers , and records of the Soc iety that are pertinent 10
the Society 's performance under thi s Agreement for the purpose of the City
perfonnin g any revi ew of th e se rvices .
1.1 2.04 The Society shall comply with all applicable federal , slate and loca l law s,
ordinances, regul ati ons, and reso lutions .
1.12 .05 The Society shall be responsible r· the Society 's expense for ob tuinin g, and
maintaining in a valid and effective status, all licenses and permits neces sary
to perform the services unless spec ifi ca ll y stated otherwi se in this Agreement.
H SSPV < lry En g k?w o od Sh elterin g Service A.gr Finall"ocx
1.13 Humane Serv ices . Th e Soc ic1y shnll provide hunrn nc nnd qu ality care 10 r l\ anima ls
un de r th e lerM s of ~hi s Agree ment.
2.0 COMPENSA TION
2.1 Com pensation for Services. Fo ll owin g exec uti on of thi s Agreemen t by the City, the
City shall compensate the Soc iety the annu al sum of fifty thou and doll ars ($50 ,000) for
the seiv ices de sc ribed in Sectio n 1.0, above. 1110 Ci ty shall p: , t his sum in two twe nty
fi ve th ousa nd doll ar ($25,00J) in stallments. The fir st in stallm ent shall be due up on the
exec uti on of this agree ment. The seco nd payment shall be due on th e later of ei th er
January I , 20 I 0, or th e ope nin g fo r operati ons of the faci li ty.
2.2 Non-reimburaahl • Costs, Charges, Fees, or Other Ex penses. Any fee, cos t, •:harge, or
expe nse not specifi ed in this agreement that is in cu rred by the Society shall b,, 1leemed a
non-reimbursab le co st and shall be borne by the Soc iety and shall not be oill ed or
invoiced 10 th e Cit;1 and shall not be paid by the City .
2.3 Increues in Compensation , Any increas es or modil1 cati0n of comp ensation sha ll be
subject to the approval of the City and shall be mad • o~ly by. written emen dment of the
Agreement executed by both Parties .
3.0 TERMANDTERMINATION
3.1
3.2
3.3
Tenn. Thi s Agree!l'ent shall be effective as outlined in section I . 1.0 I, at 12:00 a.m ., (t he
"Effective Dare") and shall termin ate at 11 :59 p.m. on Decembe r 31 , 2010 , or on a prior
date of termination as permitted by thi s Agreemen t
3.1.2 Renewal. Appro xim ately 90 days prior to ex pirati on, th e Parti es will derermine
whether they int end to renew thi s Agreement. Foll ow ing ex piratio n of the term
ending Dece mber 3 I, 20 I 0, the Panics may renew thi s Agreement fo r an
ad diti onal fo ur (4) year term (the "Renewal Term "). Both Partie s must agree to
th e Renewal Term via a wri tten amendm ent to thi s Agreement.
Unilateral Termination. This Agreemen t may be terminated by either Party for any or
no reason upon written notice delivered to the other at leas t ninety (90) days pri or to
termin ation . In the event of the exerci se of the ri ght of unilate ra l tcnninati on as provided
by thi s paragraph:
A. The Society shall continue to provide the seivi ces und er thi s Agreement until th e
ninety (90) day notice period has pas sed, unl ess otherwi se provided in any noti ce
of termin ation deli vered by the City ; and
B. All fini shed or unfini shed doc um ents , data, studies and reports prepared by th e
Society pursuant to thi s Agreement shall be delivered by the Society to the City
and shall become th e property of th e City .
Termination for Non-Performance. Shollld a Party to this Agreement fai l to materiall y
perform in acc orda nce with the term s an d conditi ons of thi s Agreement, th is Agree ment
may be termin ated by the performing Pnrty if the performing Party fi rst provides written
notic e to th e non-performing Party which notice shall spe cify the non-performance,
provide both a demand to cure th e non-performance and reaso nab le time to cure the non-
II SS PV<:icy En gl.. ood Shelr:.ering Serv ice Agr rlntt,lrl ocx
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perfommnce , and sta re a dnte upon whi ch the Ag reeme nt shall be 1enn inatcd if there is a
fa ilure to ti mely cure the non-pcrfo nn ance . Fo r pu rpose of thi s Subscc1ion1 "reaso nab le
time" shall be nol le ss 1hnn fi ve (5) busin ess days. Provided th at notice of non-
pe rfonnn nc e is provided in accorda nce wit h thi s Sub sec ti on, noth ing in th is Subsec ti on
shall prevent, preclud e, or limit any clai m or acti on fo r default or breac h of contract
re sultin g fr om non-performan ce by a Party .
Mutual Termination. The City and th e Society may agree in writ in g 10 mu tually
tenninate thi s Agreeme nt.
Delivery of Notice of Termination. Any notice of terminati on permitted by thi s Section
shall be addre ss ed to the perso n signing thi s Agreemen t on be half of the Society or to the
City Man age r at the addre ss shown be low or such other address as eith er Party may
noti fy the other of and shall be deemed given upon delivery ;f personally deli vered , or
forty -e ight (48) hours after depos ited in the United Stat es mail , postage prepaid ,
regi stered or certified mail, return rece ipt requested .
Relmbunement for Noa-Performance. Should thi s agreement be terminated by the
City for non-performance of services and performance as provided in ~•c uin 1.0, and
after exhausting all efforts to cure the non performance according to , , prov isions in
Section 3.3, the City shall be reimbursed any pre-paid compensation , .xc,pt fo r any
actual expenditures incurred and doc umented by the Society for th e care of animals
impounded by the City through the date of notice of non-performance, under Section 2.0
of this agree ment.
4.0 INSURANCE
4.1 Insurance Generall y. The Soc iety sha ll obtain and shall co ntinuou sly maintain du,ing
the term of thi s Agreement insurance of th e kind and in th e minimum amou nts spec ified
("Req uired In surance"):
A. Work ~r's Compe nsation In surance in the mi nimu m amoun t required by
appl icab lo law fo r all employees aa d other person s as may be required by law.
Suc h poli cy of in suran ce shall be end orsed to in clude the City as a Certificate
Holde ,
B. Co mprehen sive General Liability in surance wi th minimum co mbin ed si ngl e limit
for eac h occ urrence of One Million Dollars ($1,000,000 .00) and of One Million
Doll ars ($1,000,000 .00) nggregnte . The policy shall be app li cab le to all premi ses
and all operations of th e Society . The poli cy shall include coverage for bod ily
injury, broad form property damage (i ncludi ng co mpl eted ope rati ons), perso nal
injury (inc ludin g coverage for contrac tual and employee acts), blank et
co ntractual up to th e und erl yi ng limits , in dependent contract ors, produ cts, and
comp leted operations. The poli cy shall contain a seve rability of interests
prnvisi on. Coverage shall be provi ded on an "occ urrence" bas is as opposed to a
"claim s mad e" basis . Such in surance shall nam e th e City, its elected offici als,
offi r.e rs, employees and agen!s as add iti om.l in sured parties .
H SS PV ,c ey Englcw ood Sh e llErino Se rv ice Aor Finalrlo cx
C. Professional Li abili ty (erro rs and omi ss ions) In surance wi th a minimum limit of
co verage of One Mi lli on Dollars ($1 ,000 ,000 .00) per claim and Two Million
Dolla rs ($2 ,000,000 ) agg regate . Su ch policy of in surance shall be obtained and
maintained for one ( 1) year foll owing co mpleti on of all service s under this
Agreemen t. Suc h policy of in suran ce shall be endorsed to in clude the City as a
Certificate Holder .
The Required In suran ce shall be procured and maint ai ned with insurers with an
A-or bener rating as determin ed by Best's Key Rating Guide . All Required
in surance shall be continuously mai ntained to cover all liability, claims,
demands , and othe r ob ligati ons assumed by the Society .
4.2 Additiona l Requirement. for Insurance. In addition to specific requirements imposed
on insurance by this Section and its sub3ect ions , in ssrance shall co nform to all of the
following:
A. All policies of in surance shall be primary insurance, an d any insurance carri ed 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 obliga&ed to obtain or maintain any insurance whatsoever for any clai m,
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.
C.
The Society shall be so lely responsible for any deduct ible lo sses .
Every policy of insurance sh all provide that the City will recei ve noti ce no less
than thirty (30) days prior to any cancellation , termination , or a material change
in such policy .
4.3 Failure 10 Obtain or Maintain Insurance. The Society's failure to obta in and
continuou;ly maintain po li cies of insurance in accordance with thi s Secti on and · its
su bse.c tious shall not limit, prevent, preclude , excuse , or modify any liabHi ty, claims ,
demands, or other obligations of the Society arising from p~. ronnance or non-
performance of this Agree ment . Failure on the part of the Society to obtain and to
continuously maintain policies prov iding the required coverage , conditions, restrictions,
notices, and minimum limits shall constitute a material breach of thi s Agreement upon
which the City may immediately terminate this Agreement, or, at its discretion , the City
may procure or renew any such policy or any extended reporting period thereto and may
pay any and all premium s in connection therewith, and all moni es so paid by the City
shall be repaid by the Society to the City immediate ly upon demand by the City, or at the
City's so le discretion , th e City may offset the cost of the premium s against any monies
due to the Society from the City pursuant to this Agreement.
4.'1 Insurance Certificates. Prior to co mmencement of any serv ices under this Agreement,
the Society sha ll submit to the City certificates of insurance for all Required In surance.
Insuran ce limits, tenn of insurance , in sured parties , and other infonnation sufficient to
demonstrate conformance with this Section and its subsections shall be indicated on each
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certificate of in surance . The City may reque st and th e Society shall provide within three •
(3) business days of such request a current certified copy of any policy of Required
Insurance and any endorsement of such policy . The City may, at its election , withhold
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pny ment fo r se rvices unti l th e requ es ted insuran ce p lici es are rece ived and found to be
in accordan ce wit h the Ag ree ment .
OWNF:RSHlP OF DOCUMENTS
Any work produ ct, mate rial s, and document s prod uced by the Soc iety pursuant to thi s Agreeme nt shall
beco me propert y of the Ci ty upon de li very and shall not be made subjec t to nny co pyright un i,~•
aut horized by th e City . Oth er material s, meth odology an d proprie tary work used or provide d by the
Soc iety to th e City not spec ifi call y created and delivered pursuau l to the serv ices outli n,1 ii. ii;~
Agreement may be protected by a copy ri ght held by th e Soc iety and th e Soc, l) reserves all r' ,,.,,~ gm ,11 ·I
to it by any co pyri ght. The City shall not re produce, sell , or oth erwi se make co pi es of any cop:-:.,~•· u
mnteria l, subj ect to the fo ll owi ng excepti ons: (I) for exclusive use int erna lly by City staff ,.-.J ·. •
emp loyees ; or (2) pursuant to a request und er th e Co lorado Open Record s Act, § 24-72 -203 , C.R. S., to th e
extent that such statute applies; or (3) pu rsu ant to Jaw , regulation , or court order. The Society waive s any
ri ght to prevent its nam e fro m being used in co nnt:cti on with the serv ices.
6.0 REMEDIES
In add it io n to any other remedies provid ed fo r in this Agreement, and with out limiting its remedies
al'a ilable at Jaw , the City may exe rc ise the following remedi al ac ti ons if the Society sub stantia lly fails to
perfo rm th e duties and ob ligati ons of thi s Agreement. Substantial failure to perform the dutie s and
ob ligatio ns of thi s Agre ement shall mean a significant, insufficient, in correct, or improper performan ce,
activi ties or inactions by the Society. The remedial actions include:
A. Withhold payment to th e Society until th e necessary services or correcti ons in
perfonnance are sa tisfactoril y comp leted ; and/o r
B. Deny payment for th ose services which have not been sat isfa ctoril y performed, and
which , du e to ci rcumstances ca used by the Society, ca nn ot be perform ed, or if performed
would be of no va lu e to th e City ; and/o r
C. Termi nate thi s Agree ment.
The forego in g remedie s are cumu lative and the City, it its so le di sc retion , may exerc ise any or all of the
remedies indi vi du all y or sim ultan eous ly.
7.0 MISCELLANEOU S PROVISION S
7.1 No Waiver or Rights . A waiver by any Party to thi s Agreeme nt of th e breac h of any
tern, or P"'l vis ion of thi s Agreement sha ll not operate or be co nstrued as a waiver of any
subsequent breach by either Party . The City's approval or acceptance of, or payment for ,
seivices shall not be con strued to operate as a wa ive r of any rights or benefits to be
provided under th is Agreement. No cove nant or term of thi s Agreemen t shall be deemed
to be waive d by the City exce pt in wri tin g signed by the City Cou 0 -'I or by a person
expres sly authori zed to sign suc h waive r by reso luti on of th e City • •uncil, and any
wrinen waiver of a right shall not be co nstru ed to be a wa ive r of any oL ·ight or to be a
co ntinuing waiver unle ss spec ifically slat ed .
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No Waiver of Govc rnn1e.ntel Immunity . No thin g in thi s Ag reem c'l( ~hu ll be co nstrn cd
to wa ive, li1nit , or oth e1 ,\ ise modi fy any gove rnm ent al immuni1 y thnt mn y be ava il abl e
by law to the City, ii offi cial s, emp loy ees , contractors, or ageni s, r r any oth er perso n
ac tin g on hehalf of th e City and , in parti cular , gove rnm ental in 111wnity affo rd ed or
ava ila ble pu rs uant to th e Co lorad o Govern ment al Immuni ty Act , Titl e 24 , An icle 10, Part
I of th e Colorado Revised Statute s.
Equal Employment Opportunity. The Society will not di•rri'1innte agai nst any
empl oyee or ap pli ca nt fo r employment becau se of race , co lor, reJ!il~lllt, sex or nati onal
origin . The Society will ens ure applicants are empl oyed, and e1 •:1ioy ees arc treated
during emp loyment wi th out regard to thei r race, color, religi on. se1t or nationa l origin .
Such acti on shall include , but not be lim ited to the fo ll owing : employme nt, upgrading,
demotion or tran sfer; rec ruitment or recruitment adv erti sing; layoff or te nnination ; rate s
of pay or other fonn s of compensation ; and selection for !rai nin g, inc luding
apprenticeship .
B;nding Effect The Parties agree that this Agreement, by its term s, shall be binding
upon the successors, hei rs, lega l repre sentatives , and assigns; provided that this Section
shall not authcrize assignment.
No Third Party Beneficiaries. Nothing contained in thi s 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 thi s Agreement. Any third-party
receiving a benefit from thi s Agree men t is an incidental and unintended beneficiary onl y.
Article X. Section 2orr ABOR. The Parties understan d and acknowledge that the City is
subjec t to Article X, § 20 of the Co lorado Constitution ("TABO R"), The Part ies do not
intend to vio late th e terms and requirements of TABO R by the exec uti on of thi s
Agreement. It is understood an d agreed th at thi s Agreement doe s not create a mult i-fi scal
year direct or indi rect debt or ob li gat ion wi thin the mean in g of TABOR and , therefore ,
notwithstanding anything in thi s Agreement to the co ntra-v, all payment ob li gat ion s of
the City are expres sly dependent and co nditi oned upon the continu ing availability of
fund s beyo nd the term of the City's current fi sca l period end ,ng upon the next succeeding
December 3 1. Financial obligati ons of th e City paya bl e after th e current fi sca l year are
co ntinge nt upon fund s for that purpose being appropriated , budgeted, and otherwise made
available in accordance with the rule s, regulati ons, and reso luti ons of the City , and other
applicab le law. Upon the failure to appropria te such fund s, thi s Agreem ent shall be
termi nated .
Article XXVIU. If and onl y to th e ex tent thi s Agreement const itutes a "sole source
gove rnment contract'' within the meaning of Article XXV III of th e Co lorado Co nstituti on
("Articl e XXV III "), th en the provisions of Sect ions 15 throu gh 17 of Artic,e XXV III
("A mendm ent 54 ") are hereby in corporated into thi s Agreement and th e Parties shall
comply with the provisions of Amend ment 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 ad diti onal persons , officers, directors or tru steos related to the Society
who qu alify as "contract holders" pursuant to the definition set forth in Article XXV lll .
In additi on, if and onl y to the extent thi s Agreement co nstitutes a "so le so urce
go vernment contract ," the Societ y hereby cert ifi es th at it is not ineligib le to hold any
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"sole source government contract" purs uant to Amendment 54 or any contract
thereunder, 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 thereunder. If
any provision or provisions of Amendment 54 arc held to be unconstitutional or
otherwise invalid by a court of competent jurisdiction in a non-appealable action , have
been repealed retroactively or otherwi se 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 ~revisions.
Goverplgg Le, Veppe. yd Ep(orcemepL This Agreement shall be governed by and
interpreted according to the law of the State of Colorado . Venue for any :.;:ion arising
under this Agreement shall be in the appropriate court r,, Arapahoe Co·,.nty, 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 hove to request a
jwy nial in any civil action relating primarily to II. , enforcement of this Ag,-eemenl The
Parties agree that the rule Iha( ambiguities in a contract are to be construed against the
drafting party shall not apply to the interpretation of this Agreement
S ■D'.b:11 of Terpy yd Co(!dltjop. The Parties understand and agree that all terms lll)d
conditions of the Agreement that require continued performance, compliance, or effect
beyond the termination date of the Agreement shall survive such termination date and
shall be enforceable in the event of a failure to perfonm or comply.
7. IO Aplgpms■t yd Pdwt 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 perfonmance of any duty, obligation, or responsibility unless su;h release is
clearly expressed in such written document of assignment.
7 .11 llsl!llm-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.
7 .12 lptegnliot yd Ame ■dmepL This Agreement represents the entire and integrated
agreement between the City and the Society and supersedes all prior negotiations,
representations, or agreements, either writteu or oral. Any amendments to this
Agreement must be in writing and be signed by both the City anJ the Society .
7.13 SeyerabWty. 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.
7 .14 Empkpymept of or Co■tnctl Yr» Qkpl Alk!PI The Society shall not knowingly
employ or contract wi!h an illegal alien to perform work under this Agreement. The
Society shall not contract with a subcontractor that fails to certify that the subcontractor
docs not knowingly employ or contract with any illegal aliens. By entering into this
Agreement, the Society ce"ifies as of the date of this Agreement that it docs not
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HSSPV -Cit¥ Engliw oo .1 Sb eltan"lg ServJceAgr FJnalJ.1 0 0:
kn ow ingl y empl oy or co ntract with an ill egal ali en wh o will pcrfonn work under thi s
Agreement and that th e Soc iety will participate in the e-ver ify program or deportment
program in ord er to co nfirtn th e employment eligibilit y of all emp loyees who are newl y
hired for emp loyme nt to perfortn work under thi s Agreement. The Society is prohibited
from usi ng either the e-verify program or the department progra m proced ure s to
undertake pre-empl oy ment sc reening of job applicants while thi s Agreement is being
perfortned. If the Society obtain s actual kn ow ledge that a subco ntractor perfortning work
under thi s Agreement knowingly employs or contracts with an illegai alien, the Society
shall be required to notify the subcontractor and the Ci ty within three (3) ays that the
Society has actual kn ow ledge that a subcontracto r is emp loying or contracting with an
illega l alien. The Society shall tertnina te 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 kn owledge . The Society shall not tertninate the
subcontract if, during such three days, the subcontractor provides information to establish
that the subcontractor has not know ingly employed or contracted with an illega l alien .
The Society is required to comp ly with any reasonab le request made by the Department
of Labor and Employment in the course of an investigation undertaken to detertnine
comp li ance with this provision and app licable state law . If the Society violates this
provi sion, the City may terminate this Agreement, and the Society may be liable for
actua l damages incurred by the City, notwithstandi ng any limitation on such damages
provided by such Agreement.
7.15 Ri ght to Co ntract. The Society shall have the right to provide animal sheltering and
other :1 ervices to other governmental entities as long as suc h activities do not interfere
with the Society's obligations in tlti s Agreement.
7.16 Noticu. An y notice required or permitted by this Agreement shall be in wri ting and sha ll
be de emed to have been sufficien tly given for all purposes if sent by certified mail or
registered mai l, postage and fee s prepaid, addressed to the Party to whom such not ice is
to be piven at the address set forth be low or at such other add ress as has been previou sl!'
fumisl ·ed in writing, to the other Party . Such notice shall be deemed to hove been given
when ,leposi ted in the United States Mail prope rly address ed to th e intended reci;,ient.
If to tl ,e City : If to th e Society :
City Manager Chief Executive Officer
City of Eng lewood Humane Society of the South Platte
Englewood Civic Ct:nter Valley
I 000 Englewood Pa rkway P.O. Box 1433
Englewood, ' · ,Joraclo 80110 Englewood, Colorado 80150
With Copy to:
City Attorney
City of Englewood
Eng lewood Civic Center
IOOO Englewood Parkway
Eng lewood, Colorado 80110
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II SSPV < icy Erglcw ood Sh eltering Service Ag r Fin a l docx
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8.0 AUTHORITY
The ind ividu als exe cmin g th is Agreeme nt represent that th ey are ex press ly auth orized to ent er into thi s
Agreement on behalf of City and th e Soc iety antl bind their res pec tiv e ent iti es.
nns AGRE EMENT is exec ut ed and made effecti ve as prov ided above.
ATfEST :
By:c---,-,,-,---:--:::-::-,---:::---:::.,--,-
Lou crishia A. Ellis, City Clerk
STATE OF COLORAD O
COUNTY OF ARAPAHOE
Sub~ri~ ""ni,:tb to
of th e South Platte Valley.
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My commis sion expire s: _j! / I ?,// D -, 7
CITY OF ENGLEWOOD:
By:. ________ _
James K. Woodward , Mayor
HUMANE SOCIETY OF THE
SOUTH PLATTE VALLEY
r~$,&..,~ X.t • of the Humane Soc iety
J.,' -Awn b~~&w-
Notary Publi c
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II SSPV-C it;y Eng la.I ood Sh o ll:c ring Service Agr Pinal.doot
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COUNCIL COMMUN ICA TI ON
Date: Agenda Item: Subject:
N ovember 2, 2009 11 C i Reso l ution approving an agr ee ment w ith th e
Humane Soci ety o f South Platt e Vall ey to prov ide
fo r an imal sh elt ering services for th e City of
Eng lewo od
Initiated By: I Staff Source:
City Manager's Office M ichael Fl ah erty, Deputy City Marager --
COUNCIL GOAL AND PREVIOUS COUNCIL ACTION
Council has previously authorized, by Res o lution 42, Series of 2009, reserving funds fo r the
Colorado Humane Society fo r th e purpose of continu ed housing and ca re of City impounded
animals. The cities of En glewood and Littleton have since en tered Into discussions with Nick Fis h er,
CEO of the Humane Society of South Platt e Valley to assume animal shelte rin g services for both
ci ties. Mr. Fisher has m ad~ two prese ntati ons to City Counci l at Study Sessio n, most recently o n
O ctober 19, 2009. At th at time, City Council recommended that staff bring forward an agree ment
related to th e proposed animal sheltering services for their form al cons iderati on .
RECOMMENDED ACTION
Staff recommends approval of thi s Res o lution approving an agr eeme nt wi th th e Humane Society of
So uth Pl atte Valley for an im al shelteri ng servic es.
B_ACKGROUND, ANALYSIS AN ALTERNATIVES IDENTIFIED
In D ece mber of 2008, the Distri ct Court removed th e m anagemenl of th e Colorado Humane
Society an d placed th e operalions o f th e shelter th at serves th e ci li es of Eng lewood and Littleton
under th e control of a c us to dia n. Th e Court and th e c usto dian have worked w ith the two cities to
provide fo r continued o p erat io ns of th e shelter with th e intentio n o f transferring o perations of th e
she lter to permanent mana gem ent. H owever, due to financia l and lega l constra ints, the transfe r of
C H S to new management has not been accor ,pl ish ed. Mr. Fish er has es tab lish ed a new non-profit
o rga ni za tion, th e Human e Society of Pl atte Valley for purposes of operating an anim al shelter and
related services fo r the ben efit of th e cities of Englewoo d and Littl eto n and their respec tive
commun iti es .
The proposed agreemen t r rovides fo r services th at are si mil ar in scope and cos t to our c urrent
agreement with th e Co lorado Humane Socie 1y. In ad dition, this agree rr ent addresses th e car e and
tr ea tm ent of sick and in jured animals, w hi ch has been an issue with o ur curren t agreemen~ in a
manner th at is favorable to the City .
TI1e con, •1ued servi ces of the C olorado Humane Soci e ty, under th e c ourt-appointed c ustodian,
can11 u1 '., sus tain ed. A lt ho ugh th e custo dian is ve ry se ns iti ve to th e needs o f th e c ilies o f
En glewood and L:l tl eto n, th e c ust o di an is c urren tl y workin g to sell th e remainin g asse ts o f C H S and •
to te rminate th eir sh elt er op era tion res p 0 nsibilities .
Staff has explo red alternatives for sheltering of animals including relocatin g ou r impounded ani mals
to o th er shelters and in -house o peration o f th e C ity-owned she lt er. While we have identified
temporary sh elterin g op ti ons, a permanent solution has not h eretofor been available.
FINANCIAL IMPACT
$SO,OOO/year, with a guaranteed non-escalation in cos ts fo r five years . Th e cos t of this program is
c urrently available from the Police Department/Code Divisi o n annual operatin g b udget.
LIST OF ATTACHME NTS
Resolution
Animal Sh eltering Services AgrePment
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