HomeMy Public PortalAbout019-2021 - HELP Shelter AGREEMENT
THIS AGREEMENT made and entered into by and between the City of Richmond, Indiana, 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 47374(hereinafter
referred to as the"Contractor").
SECTION I. STAVEMENT 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 IX, 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:
1. Contractor shall be open, or make an authorized employee or agent available, for the
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 the
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 hold
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 be
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
cost of immunisation and a reasonable administrative fee to the Contractor. In the event
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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. Contractor 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. Contractor 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.
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SECTION II. 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 ($38,000.00)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 during
the year in which this Agreement is in effect, 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. 1'bRM OF AGREEMENT
This Agreement shall become effective as of January 1,2021, and shall continue in effect until in
effect to an including December 31,2021 unless the parties extend this Agreement by a written and
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. 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.
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' 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 acts the Contractor may be held responsible.
Coverage Limits
A. Worker's Compensation& Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $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.
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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 if not 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-Verify
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 VII. 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 consider
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.
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 this
Agreement of any subcontract hereunder, Contractor, any subcontractor,or
any person acting on behalf of Contractor or any sub-contractor, shall not
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.
C. 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
This 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
conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which
shall 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
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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 Wayne
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 this
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" "CONTRACTOR"
The City of Richmond,Indiana,by and through HELP THE ANIMALS,INC.
its Board of Public Works and Safety
By:
'cki Robinson, President
(Printed): 24erhaxa,
ly P lmer, Member Title: Pire- ' (\(2011J
Dated: 3`II— . 1,
Matt Evans, Member
Dated: —f Dal 9'1xt- �20 if
APPROVED:
M. ,Ma
Dated: 93 0 Vie /
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