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HomeMy WebLinkAboutContracts & Agreements_70-2019ANIMAL HOUSING SERVICE AGREEMENT BETWEEN THE CITY OF LOMA LINDA AND THE CITY OF REDLANDS This Animal Housing Services Agreement ("Agreement") is made this 16th day of April, 2019, by and between the City of Loma Linda, a municipal corporation and charter city ("Loma Linda") and the City of Redlands, a municipal corporation and general law city ("Redlands") Loma Linda and Redlands are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, Loma Linda desires to make available to its residents animal housing services, and WHEREAS, Redlands has the knowledge, skills, resources, and experience that qualify it to provide animal housing services for Loma Linda, NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the Parties mutually agree as follows AGREEMENT Section 1 Scope of Services Redlands will impound, care for, and dispose of animals delivered to the Redlands Animal Shelter by both residents and the official representatives of Loma Linda in accordance with the provisions of this Agreement Section 2 Impounding and Disposal of Animals Redlands shall, through its Animal Control Department, accept, impound, and dispose of dogs, cats and other animals which are delivered to the Redlands Animal Shelter, located at 504 Kansas Street, or any other location designated in writing by Redlands, by an authorized agent, officer, employee or resident of Loma Linda Redlands shall, for and on behalf of Loma Linda, pursuant to applicable laws, release to the owner, permit adoption, humanely destroy, or otherwise dispose of all animals received No domesticated animal shall be disposed of without an attempt to first notify the owner, if the owner is known by Redlands Redlands shall not provide for emergency veterinary care, and Loma Linda shall be responsible for transporting and provides appropriate emergency treatment or euthanasia for all ill and/or injured animals located within Loma Linda's city limits Section 3 Holding Periods No dog, cat, or other domesticated animal shall be disposed of by Redlands before the time allotted under state law After the required holding period, the animal shall be deemed the property of Redlands, and Redlands is authorized to dispose of the animal in any manner permitted by state law Section 4 Warranty of Lawful Apprehension. Loma Linda warrants to Redlands that all animals impounded by Loma Linda's authorized agents, officers, employees, or other 1 L 1ca\djm'Agreements\ACo Shelter ServLces Agreement.docx authorized representatives have been legally apprehended and impounded pursuant to existing state laws Section 5 Fees A Loma Linda shall pay to Redlands a fee in the amount of thirteen thousand six hundred seventy three dollars ($13,673) for animal housing services and shelter improvements for the period beginning May 13, 2019, through June 30, 2019 The amount due for the period of May 13, 2019, through May 31, 2019, shall be five thousand five hundred ninety three dollars and fifty cents ($5,593 50) The amount due each month thereafter should be eight thousand seventy nine dollars and fifty cents ($8,079 50) Redlands shall submit an invoice to Loma Linda on or before the tenth day of each month during the term of this Agreement for the amount due for the prior month Loma Linda shall pay each such invoice no later than the last day of the month in which billed B Loma Linda shall promptly review invoices and notify Redlands of any objection thereto, absent such objection in writing within ten (10) calendar days of the date of the invoice, the invoice shall be deemed proper and acceptable If Loma Linda fails to pay Redlands within thirty (30) calendar days after an invoice is submitted, Redlands shall have the right, after written notice to Loma Linda, to consider such default in payment a material breach of this Agreement Loma Linda shall have ten (10) calendar days following the date of such written notice within which to correct such breach If Loma Linda continues to fail to make payment, the duties, obligations and responsibilities of Redlands under this Agreement may be terminated Such termination by Redlands does not release Loma Linda from the obligation to pay Redlands for services previously rendered C Loma Linda may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment Loma Linda shall give written notice to Redlands within ten (10) calendar days of the date of issuance of the disputed invoice Such withholding shall not be deemed to constitute a default in payment as described in Section 5B, above Redlands shall have the right of appeal to the Mayor and City Council of Loma Linda with respect to such disputed sums The determination of the Mayor and City Council of Loma Linda with respect to such matter shall be made within twenty (20) days of the receipt of Redlands written appeal and shall be final for administrative purposes, subject to any civil proceeding discussed below Redlands shall be entitled to receive interest on any improperly withheld sums at the rate of seven percent (7%) simple per annum from the date of withholding of any amounts found to be improperly withheld For any disputed sum, either Party may attempt to collect a debt through a civil proceeding Notwithstanding any other provision of this Agreement, if the City Council of Loma Linda determines any invoice shall not be paid to the City, Redlands shall have the right to immediately terminate this Agreement Section 6 Delegation of Authority Redlands Animal Control officers, agents and employees are hereby authorized to collect Loma Linda's license, apprehension, and related 2 L 1ca\djm\Agreements\ACO Shelter Services Agreement.docx penalty fees at the City/Animal Shelter, as directed by Loma Linda, for all animals received under this Agreement Redlands shall provide all animal impound records and release forms to Loma Linda as requested Section 7. Funds Collected by Redlands License deposits collected by Redlands for Loma Linda in connection with this Agreement shall be paid to Loma Linda on or before the twentieth calendar day of each month following collection Fees for adoption, micro -chipping, daily board, vaccination, euthanasia (at the request of a Loma Linda resident) and release shall be retained by Redlands Rabies vaccination deposits shall be refunded to the depositor upon presentation of proof of vaccination Section 8. Loma Linda's Indemnification Loma Linda shall defend, indemnify, and hold harmless Redlands, and its elected and appointed officials, officers, employees and agents, from and against any and all actions, causes of action, claims, demands, lawsuits, costs and expenses, and liability for damages to persons or property that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, or other organizations arising out of, or in connection with, the performance of this Agreement, excluding such actions, claims, demands, lawsuits and liability for damages to persons or property arising from the sole negligence or willful misconduct of Redlands, its officers, employees or agents Said sums shall include, in the event of legal action, court costs, expenses of litigation, and reasonable attorneys' fees The costs, salary, and expenses of the Redlands' City Attorney and members of his or her office or retained counsel shall be considered as "attorneys' fees" for the purposes of this Section 8 Section 9 Redlands' Indemnification Redlands shall defend, indemnify, and hold harmless Loma Linda, its officers, employees and agents, from and against any and all actions, causes of action, claims, demands, lawsuits, costs and expenses, and liability for damages to persons or property that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, or other organizations arising out of, or in connection with, the performance of this Agreement, excluding such actions, claims, demands, lawsuits and liability for damages to persons or property arising from the negligence or willful misconduct of Loma Linda, its officers, employees or agents Said sums shall include, in the event of legal action, court costs, expenses of litigation, and reasonable attorneys' fees The costs, salary and expenses of the Loma Linda's City Attorney and members of his or her office or retained counsel shall be considered as "attorneys' fees" for the purposes of this section Section 10 Warranty Redlands makes no warranty, either express or implied, as to its finding, recommendations, plans, reports, professional advice or other work except that the work will be performed in accordance with generally accepted standards of practice in effect at the time of such performance Section 11 Worker's Compensation Insurance. Redlands is self-insured under the Worker's Compensation laws of the State of California and will provide worker's compensation 3 L 1ca\dim\Agreements\ACO Shelter Services Agreement,docx coverage for its employees and will ensure that the employees of any of its agents providing services pursuant to the Agreement are covered by worker's compensation insurance in an amount and form to meet all applicable requirements of the laws of the State of California Loma Linda shall not provide worker's compensation insurance for any Redlands employee, agent or subcontractor operating under the terms of this Agreement under any circumstances whatsoever Furthermore, notwithstanding any other provision set forth herein, Loma Linda shall not indemnify, defend or hold harmless Redlands, its officers, employees, agents or subcontractors for worker's compensation claims Section 12 Prohibition against Transfers Redlands shall not assign this Agreement or any interest therein directly or indirectly, by operation of state law or otherwise without the prior written consent of Loma Linda Any attempt to do so without said consent shall be null and void, and any assignee, shall acquire no right or interest by reason of such attempted assignment Section 13 Anti -Discrimination Redlands certifies and agrees that all persons employed by Redlands are and will be treated equally by Redlands without regard to or because of race, religion, ancestry, national origin, handicap, or sex and in compliance with State and Federal Anti -Discrimination Laws Section 14. Independent Contractor Redlands is an independent contractor and not an employee of Loma Linda, nor shall any of Redlands' employees, agents or subcontractors operating under this Agreement be deemed an employee of Loma Linda Section 15 Conflict of Interest A Redlands or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interests that may be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interest B Redlands shall conform to all requirements of the Act Failure to do so constitutes a material breach and in grounds for termination of the Agreement by Loma Linda Section 16. Term and Termination. A The term of this Agreement shall commence on May 13, 2019, and terminate on June 30, 2022 B This Agreement may be terminated by either Party upon thirty (30) calendar days prior written notice In the event of termination, Redlands shall be paid for the services performed under this Agreement to the date of termination 4 L 1caldjmlAgreementslACO Shelter Services Agreement.docx Section 17 Indemnity A City shall defend, indemnify and hold harmless Owner, and its officers, employees and agents from and against any and all actions, damages, losses, causes of action and liability imposed or claimed relating to the injury or death of any person or damage to any property, including attorneys' fees and other legal expenses, arising directly or indirectly from the City's exercise of its rights or performance of its obligations under this Agreement by City, or from any negligent or wrongful act or omission of City in performing or, failing to perform, its obligations under this Agreement B Owner shall defend, indemnify and hold harmless City and its elected officials, officers, employees and agents from and against any and all actions, damages, losses, causes of action and liability imposed or claimed relating to the injury or death of any person or damage to any property, including attorneys' fees and other legal expenses, arising directly or indirectly from any negligent or wrongful act or omission of Owner in performing its obligations under this Agreement Section 18 Severability In the event any provision of this Agreement is held to be invalid and unenforceable, the remaining provisions of this Agreement shall remain valid and binding on the Parties Section 19 Notices Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (in) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section City of Loma Linda Asst City Manager Konrad Bolowlch Office of the City Manager 25541 Barton Road Loma Linda, CA 92354 City of Redlands Shayna Walker, Operations Manager Redlands Police Department 30 Cajon Street Redlands, CA 92373 Section 20 Attorneys' Fees If any action is commenced to enforce or interpret the terms or conditions of this Agreement, the prevailing Party shall, in addition to any costs and other relief, be entitled to its reasonable attorneys' fees The costs, salary and expenses of any in 5 L 1caldimlAgreements\ACO Shelter Services Agreement.docx house counsel and/or the City Attorney and members of his/her office or retained counsel shall be considered as "attorneys' fees" for the purpose of this section Section 21 Entire Agreement This Agreement constitutes the entire agreement between Lorna Linda and Redlands and may be modified only by further written agreement between the Parties through their respective authorized bodies Section 22 Construction of Provisions and Titles All titles or subtitles appearing in this Agreement have been inserted for convenience and shall not be deemed to affect the meaning of construction of any of the terms or provision of its Agreement IN WITNESS WHEREOF, the Parties have accepted, made and executed this Agreement upon the terms, conditions and provisions above stated, on the day and year set forth above CITY OF LOMA LINDA CITY OF REDLANDS A Municipal Corporation A Municipal Corporation By T Jarb Thaipejr, City Manager ATTEST Barbara Nicholson, City Clerk Paul W Foster, Mayor ATTEST 1;)41 -*141.2_, taine Donaldson, City Clerk Approved as to Form Approved as Form Richard Holdaway, City Attorney DanieThl M Hugh, City Attorney 6 L•Icaldhm\Agreements\ACO Shelter Services Agreemenidocx house counsel and/or the City Attorney and members of his/her office or retained counsel shall be considered as "attorneys' fees" for the purpose of this section Section 21 Entire Agreement This Agreement constitutes the entire agreement between Loma Linda and Redlands and may be modified only by further written agreement between the Parties through their respective authorized bodies Section 22 Construction of Provisions and Titles All titles or subtitles appearing in this Agreement have been inserted for convenience and shall not be deemed to affect the meaning of construction of any of the terms or provision of its Agreement IN WITNESS WHEREOF, the Parties have accepted, made and executed this Agreement upon the terms, conditions and provisions above stated, on the day and year set forth above CITY OF LOMA LINDA CITY OF REDLANDS A Municipal Corporation A Municipal Corporation By T Jarb Thaipejr, City Manager By Paul W Foster, Mayor ATTEST ATTEST C3kk_AA 45v►'— Barbara Nicholson, City Clerk Jeanne Donaldson, City Clerk Approved as to Form Approved as Form Richard Holdaway, City Attorney Daniel J McHugh, City Attorney 6 L 1ca\djmlAgreements\ACO Shelter Services Agreement.docx house counsel and/or the City Attorney and members of his/her office or retained counsel shall be considered as "attorneys' fees" for the purpose of this section Section 21 Entire Agreement This Agreement constitutes the entire agreement between Loma Linda and Redlands and may be modified only by further written agreement between the Parties through their respective authorized bodies Section 22.Construction of Provisions and Titles All titles or subtitles appearing in this Agreement have been inserted for convenience and shall not be deemed to affect the meaning of construction of any of the terms or provision of its Agreement IN WITNESS WHEREOF, the Parties have accepted, made and executed this Agreement upon the terms, conditions and provisions above stated, on the day and year set forth above. CITY OF LOMA LINDA CITY OF REDLANDS A Mumcipal Corporation A Municipal Corporation By By T Jarb Thaipeir, City Manager Paul W Foster, Mayor ATTEST AT'1'EST Barbara Nicholson, City Clerk Jeanne Donaldson, City Clerk Approved as to Form Approved as Form ichard Holdaway, City ttorney Daniel J McHugh, City Attorney 6 L Ica\djm\AgreeinentslACO Shelter Services Agreement.docx