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HomeMy Public PortalAbout021-2020 - Help the AnimalsY AGREEMENT THIS AGREEMENT made and entered into by and between the City of Richmond, Indianaj a municipal corporation acting by and through its Board of Public Works and Safety (referred to as the "City"), and HELP the Animals, Inc., 2101 West Main Street, Richmond, IN 473 74 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide food, housing, and care for animals impounded by the Richmond Animal Control Officer, or any other Richmond Police Officer acting within the course of his or her duties in the administration and enforcement of Title DX Chapter 91 of the Richmond Code of Ordinances as well as all applicable sections of the Indiana Code and including any subsequent modifications thereto. Contractor agrees to provide additional services as follows: t�. 1. Contractor shall be open, or make an authorized employee or agent available, for Lie purpose of receiving animals hereunder at its place of business at 2101 W. Main Street, Richmond, Indiana, during its normal business hours, which include Tuesday through Saturday, noon until 5:00 p.m. Additionally, Contractor shall make itself available for general, `on -call' deliveries during Mondays, noon until 5:00 p.m.; provided, on"that day, a prior outside phone call will be needed to Contractor per instructions given, in order to meet at the place of business. Further, Contractor shall be subject to being on call at all other times in the sole case .of emergencies requiring the immediate impoundment 'of animals, which permits the City to impound animals at any time when Contractor is not open to the public. For purposes of this provision, an `emergency' shall be defined as a situation involving an animal subject to severe neglect, abuse, or abandonment. 2. Contractor shall determine if an impounded animal's health permits it to be confined in tho 'Shelter without endangering other animals or unreasonably prolonging such animal's life in the case of sickness or injury. If such determination is positive,' Contractor shall hdid the animal for a minimum of five (5) consecutive days (provided such five (5) days must include at least one (1) full weekend), at which point the animal may be either placed for adoption according to Contractor's normal adoption procedures, which includes a fee for such adoption, or humanely disposed of, at the discretion of Contractor unless the City directs. Contractor to hold the animal beyond five (5) consecutive days. In that event, Contractor shall continue to hold the animal until -the City advises that impoundment is no longer necessary. 3. Prior to adopting out or humanely disposing of any animal not placed on "hold status" by the City, the Contractor will attempt to contact the owner of any tagged animal a minimum of three (3) times if the animal displays current city registration tags or other identification. 4. If Contractor determines that an impounded animal's health does not permit it to l� confined without endangering other animals or unreasonably prolonging such animal's life in the case of sickness or injury, Contractor may proceed to humanely dispose of the animal upon written order of the Wayne County Health Officer or a licensed veterinarian. 5. An impounded animal shall be returned to its proven owner upon written certification of intent to comply with -Sections 91.02 and 91.08 of the Richmond City -Code and upon payment of all fines and fees assessed or incurred under Chapter 91 of the Richmond City Code, as well as charges for medical care and medical treatment incurred by the Contractor in holding such animal provided that any animal determined to have bitten a person shall not be returned without the consent of the City. 6. Prior to any non -immunized animal being returned to its owner, the owner shall pay the CONTRACT NO. 21-2020 1 Pag`q 11 3 cost of immunization and a reasonable administrative fee to the Contractor. In the event that the owner of any animal refuses or otherwise fails to comply with Section 91.07(a) of the Richmond City Code, Contractor may, after fourteen (14) days, place the animal for adoption. 7. Contractor shall, pursuant to Section 91.12 of the Richmond City Code, keep accurate and detailed records of all animals impounded and the disposition of any animals in its custody. These records will be made available to City upon request. 8. Contractor shall encourage and promote a spay and neuter program for all animals being adopted. In fact, it is recognized that Contractor's polices for any adoption require such spaying or neutering prior to adoption, and the adoption fee charged includes a cost for such services. .If Contractor chooses to dispose of animal as permitted herein, it shall do so humanely with trained personnel and will furnish at least indirect supervision by a licensed veterinarian employing techniques generally accepted as good veterinary medical practice in the state of Indiana. 9. Contractor shall furnish to the City the names and telephone numbers of staff or personnel to be called for service under this Agreement at all times the Contractor is closed to the public. 10. Contractor shall comply with all applicable local, state, and federal ordinances, laws and regulations. 11. In order to monitor the efficacy of this Agreement, Contractor will furnish quarterly reports to the City reflecting, at a minimum, the sources, species and number of animals confined by the Contractor throughout the term hereof. 12. Prior to adopting any animal subject to this Agreement, Contractor shall ensure that Section 91.02 of the Richmond City Code is complied with by requiring the adopting person(s) to apply for registration of the animal and pay the appropriate fees for such registration as required by ordinance, which may be amended from time to time. Contractor shall be entitled to retain fifty percent (50%) of the registration fees, and will remit the remaining fifty percent (50%) to the City, as required by Section 91.13 of the Richmond City Code. This shall procedure and split of fees will now also apply to any other registrations handled by Contractor on behalf of the City; and as a result, Contract 56-2017 is hereby rescinded 13. The parties agree that this Agreement does not create an exclusive obligation of the City to utilize only the services of Contractor. Rather, City may choose to receive services from other shelters for the purpose of carrying out similar or identical services contemplated herein. 14. Contracttor shall abide by all applicable Richmond Police Department and Board of Public Works and Safety orders, rules and procedures, which includes adhering to any directive not to release an animal that is the subject of a pending Board of Works and Public Safety Hearing or criminal case proceedings regarding an animal. The Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. Contractof shall submit statements or bills quarterly, which shall basically show a one-fourth share of the annual payment hereinafter described, although it may in the later part of the year, include additions sum for those animals in excess of the threshold 390 so provided. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance and/or warranties; 2. The City is in receipt of any required affidavit(s) signed by Contractor in accordance with I.C. § 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. 2 1 Page SECTION H. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. SECTION III. COMPENSATION City shall pay Contractor -the sum of thirty-eight thousand dollars and 00/100 ($38,000.00) annually, payable quarterly. In the event that City causes Contractor to house more than three hundred ninety (390) animals in a calendar year, Contractor shall be compensated at the rate of ninety-seven dollars and 00/100 ($97.00) per each animal housed. Contractor shall invoice City for such "additional animals" as part of its quarterly billings. For example, Contractor will be paid a flat fee of thirty-eight thousand dollars and 00/100 ($3 9,000.00) in consideration for the services set forth herein; however, Contractor will receive an additional ninety-seven dollars and 00/100 ($97.00) per animal for each animal brought to the Contractor in excess of three hundred ninety. (390) animals in a calendar year; and as a result, if Contractor housed four hundred animals in 202G, Contractor would be compensated the total sum of thirty-eight thousand nine hundred seventy dollars and 00/100 ($38,970.00). Notwithstanding this provision for additional compensation, in the event Contractor does not have sufficient space remaining at any particular time, Contractor reserves the right to refuse admission of any animal in excess of 390 per year. In addition, Contractor reserves the right to refuse admission of any excessive large quantity of animals at any. one time, if sufficient space if not available at the time. SECTION IV. TERM OF AGREEMENT This Agreement shall become effective as of January 1, 2020, and shall continue in effect-untiFrn effect to an including December 31, 2020 unless the parties extend this Agreement by a written anti signed Addendum. Notwithstanding the term of this Agreement, City may terminate .this Agreement in whole or in part, for cause, at any time by giving notice at least one (1) billing cycle in advance of the intended termination date while specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission of a report, other work product, or advice, whether oral or written, by the, Contractor to the City that is incorrect, incomplete, or does not meet reasonable ". professional standards in any material respect; c c. ineffective or improper use of funds provided under this Agreement; or d. unavailability of sufficient funds to make payment on this Agreement. This Agreement may also be terminated in whole or in part, by mutual Agreement setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. f•Y _. 3 1 Page In the event of termination of this Agreement, the City shall be required to make payment to Contractor on a pro -rated basis through the date of termination, but shall be relieved of any other responsibility herein. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose ants the Contractor may be held responsible. Coveraze Limits A. Worker's Compensation & Statutory Disability Requirements B. Employer's Liability $100,000 C. Comprehensive General Liability Section 1. Bodilylnjury $1,000,000 each occurrence $2,000,000 aggregate Section 2. Property Damage $1,000,000 each occurrence D. Comprehensive Auto Liability Section 1. Bodily Injury $1,000,000 each person $1,000;000 each occurrence Section 2. Property Damage . $1,000,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $1-000,000 aggregate F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $2,000,000 aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. 4 1 Page It is acknowledged and agreed that `volunteers' may not be required to be covered by this insurance and nothing is intended herein to require such coverage ifhot otherwise legally required. SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-VerifS program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). 'In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the ,City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5- 1.7-13 (c) the Contractor will remain liable to the City for actual damages. .; SECTION VIII. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor- is not engaged in investment activities in Iran. In: the event Board determines during the course of this Agreement that this certification is no longer valid, Board shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the Board that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the Board may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the Board determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the'Board reserves the right to considdx the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION IX. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with -respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. r' B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: 1. That in the hiring of employees for the performance of work under-" Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not 5 1 Page discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; 3. That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. - That this Agreement may be canceled or terminated by the City and all money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. SECTION X. RELEASE OF LIABILITY Absent intentional actions, or gross negligence on the part of City or its agents, Contractor hereby agrees to release and hold harmless the City and all officers, employees; or agents of the same from all liability which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS I W. 's Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. Any such delegation or assignment, without the prior written consent of the other party, shall be null and void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding upon the parties, their successors and assigns. This document constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. By executing this Agreement the parties agree that this document supersedes any previous discussion, negotiation, or gonversation relating to the subject matter contained herein. This Agreement may be simultaneously executed in several counterparts, each of which sliall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. By executing this Agreement, Contractor is estopped from 6 1 Page bringing suit or any other action in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayii County, Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. In the event of any breach of this Agreement by either party, , and in addition to any other damages or remedies, the breaching party shall be liable for all costs incurred by the non - breaching party in its efforts to enforce this Agreement, including but not limited to, reasonable attorney's fees. In the event that an ambiguity, question of intent, or a need for interpretation .of tblS Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. "CITY" The City of Richmond, Indiana, by and through its Board of Public Works and Safety L�liff. . Dated: APPROVED: "CONTRACTOR' HELP THE ANEVIALS, INC. By: AVII, (Printed):1 �m Title: y�,-tA-4 Dated: 9-,m a 6 ou 7 1 Page,