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HomeMy WebLinkAboutContracts & Agreements_104-2003_CCv0001.pdf AGREEMENT TO PROVIDE LOW COST SPAY-NEUTER SERVICES WITHIN AND FOR THE CITY OF REDLANDS This Agreement is made and entered into this 3rd day of June, 2003 by and between the Humane Society of San Bernardino Valley, Inc. ("Humane Society") and the City of Redlands, a municipal corporation("City"). In consideration of the mutual promises contained herein Humane Society and City agree as follows: RECITALS WHEREAS,Humane Society and City acknowledge a public obligation to assist the public with regard to low cost spay-neuter services and vaccinations within the City of Redlands; and WHEREAS,Humane Society,through the use of its mobile spay-neuter vans knows as the "Spay Mobile" can provide these low cost spay-neuter services and vaccinations to the City; and WHEREAS, City through its Animal Control Department wishes to utilize these services within the City of Redlands; NOW, THEREFORE, the Humane Society and City agree as follows: RESPONSIBILITIES OF THE PARTIES I. Humane Society,through the use of its mobile spay-neuter van,known as the "Spay Mobile" agrees to provide low cost spay-neuter services and vaccinations within the City. The Locations for such services shall be determined by the City of Redlands through its Animal Control Department. 2. In return for the services of Humane Society, the City of Redlands agrees to pay to the Humane Society the sum of$700 for each day the Spay Mobile is in the City up to a maximum amount of$10,000 for the term of this Agreement. 3. Humane Society will bill City on a quarterly basis for the services rendered. 4. Term. The term of this contract shall be from June 3 , 2003 to June 30, 2004. Either party may terminate this agreement upon prior written notice ten days in advance without Liability, or consequences to either party. 5. Notice. A. All notices shall be in writing and shall be given by personal delivery or by United States Mail. Notices sent by mail should be addressed as follows: 5106 Spay Neuter-wpd AGREEMENT TO PROVIDE LOW COST SPAY- NEUTER SERVICES WITHIN AND FOR THE CITY OF REDLANDS This Agreement is made and entered into this day of June, 2003 by and between the Humane Society of San Bernardino Valley, Inc. ("Humane Society") and the City of Redlands, a municipal corporation ("City"). In consideration of the mutual promises contained herein Humane Society and City agree as follows: RECITALS WHEREAS,Humane Society and City acknowledge a public obligation to assist the public with regard to low cost spay-neuter services and vaccinations within the City of Redlands; and WHEREAS,Humane Society, through the use of its mobile spay-neuter vans knows as the "Spay Mobile" can provide these low cost spay-neuter services and vaccinations to the City; and WHEREAS, City through its Animal Control Department wishes to utilize these services within the City of Redlands; NOW, THEREFORE, the Humane Society and City agree as follows: RESPONSIBILITIES OF THE PARTIES 1. Humane Society,through the use of its mobile spay-neuter van,known as the"Spay Mobile" agrees to provide low cost spay-neuter services and vaccinations within the City. The locations for such services shall be determined by the City of Redlands through its Animal Control Department. 2. In return for the services of Humane Society,the City of Redlands agrees to pay to the Humane Society the sum of 5700 for each day the Spay?Mobile is in the City up to a maximum amount of$10,000 for the term of this Agreement. 3. Humane Society will bill City on a quarterly basis for the services rendered. 4. Term. The term of this contract shall be from June , ?003 to June 30, 2004. Either party may terminate this agreement upon prior written notice tele days in advance without liability, or consequences to either party. S. Notice. A. All notices shall be in writino and shall be given by personal delivery or b United States Mail. Notices sent by mail should be addressed as folio,.vs: 5106 Spay Neuter.wpd HUMANE SOCIETY CITY OF REDLANDS Susan Dawson,President James Bueermann, Chief of Police Humane Society of San Bernardino Valley, Inc. City of Redlands 263 W. Highland Avenue PO Box 3005 San Bernardino, CA 92405 Redlands, CA 92373 B. When so addressed, such notices shall be deemed given upon depositing in the United States Mail; in all instances, notice shall be deemed given at the time of the actual delivery. INSURANCE AND INDEMNIFICATION 6. Humane Society's Insurance to be Primary All insurance required by this Agreement is to be maintained by Humane Society for the duration of this Project and shall be primary with respect to City and non-contributing to any insurance or self-insurance maintained by the City. Humane Society shall not perform any Services pursuant to this Agreement unless and until all required insurance listed below is obtained by Humane Society. Humane Society shall provide City with Certificates of Insurance and endorsements evidencing such insurance prior to commencement of work. All insurance policies shall include a provision prohibiting cancellation of the policy except upon thirty(30) days prior written notice to City. 7. Workers' Compensation and Employer's Liability A. Humane Society shall secure and maintain Workers' Compensation and Employer's Liability insurance throughout the duration of this Agreement in amounts which meet statutory requirements with an insurance carrier acceptable to City. B. Humane Society expressly waives all rights to subrogation against City, its officers, employees and volunteers for losses arising from work performed by Humane Society for City by expressly waiving Humane Society's immunity for injuries to Humane Society's employees and agrees that the obligation to indemnify,defend and hold harmless provided for in this Agreement extends to any claim brought by or on behalf of any employee of Humane Society. This waiver is mutually negotiated by the parties. This shall not apply to any damage resulting from the sole negligence of City, its agents and employees. To the extent any of the damages referenced herein were caused by or resulted from the concurrent negligence of City, its agents or employees, the obligations provided herein to indemnify, defend and hold harmless is valid and enforceable only to the extent of the negligence of Humane Society, its officers, agents and employees. 8. Comprehensive General Liability Insurance. Humane Society shall secure and maintain in force throughout the duration of this Agreement comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of one million dollars($1,000,000) per occurrence and two million dollars($2,000,000)aggregate for public liability,property damage 5106 Spay Neuter-wpil 2 and personal injury is required. Humane Society shall obtain an endorsement that City shall be named as an additional insured. 1 9. Professional Liability Insurance. Humane Society, shall secure and maintain professional liability insurance throughout the duration of this Agreement in the amount of one million dollars($1,000,000)per occurrence. 10. Business Auto Liability Insurance. Humane Society shall have business auto liability coverage,with minimum limits of I million{$1,000,000)per occurrence,combined single limit for bodily injury liability and property damage liability. This coverage shall include all Humane Society Z owned vehicles used on the project, hired and non-owned vehicles, and employee non-ownership vehicles. Humane Society shall obtain an endorsement that City shall be named as an additional insured. 11. Assignment and Insurance Requirements. Humane Society is expressly prohibited from subletting or assigning any of the services covered by this Agreement without the express written consent of City. In the event of mutual agreement between parties to sublet a portion of the Services, the Humane Society will add the subcontractor as an additional insured and provide City with the insurance endorsements prior to any work being performed by the subcontractor. Assignment does not include printing or other customary reimbursable expenses that may be provided in this Agreement. 12. Hold Harmless and Indemnification. A. Humane Society shall defend, indemnify and hold harmless City, its elected officials, officers, employees and agents, from and against any and all actions, claims, demands, lawsuits, losses and liability for damages to persons or property, including costs and attorney fees, that maybe asserted or claimed by any person,firm,entity,corporation,political subdivision or other organization arising,out of or in connection with Humane Society's negligent and/or intentionally wrongful acts or omissions under this Agreement; but excluding such actions, claims, demands, lawsuits and liability for damages to persons or property arising from the sole negligence or intentionally wrongful acts of City, its officers, employees or agents. B. City shall defend, indemnify and hold harmless Humane Society,its elected officials, officers, employees and agents, from and against any and all actions, claims, demands, lawsuits, losses and liability for damages to persons or property, including costs and attorney fees, that maybe asserted or claimed by any person,firm,entity,corporation,political subdivision or other organization arising out of or in connection with City's negligent and/or intentionally wrongful acts or omissions under this Agreement-, but excluding such actions, claims, demands, lawsuits and liability for damages to persons or property arising from the sole negligence or intentionally wronaful acts of Humane Society, its officers, employees or agents, 5106 Spay Neuter-m-pd 3 13. Attorney's Fees In the event any action is commenced, enforced or interpret any of the conditions of this Agreement,the prevailing party shall,in addition to any costs,of other relief, be entitled to recover its reasonable attorneys fees. 14. Assignment Humane Society shall not assign this Agreement to any other person .,_ or entity except with the prior written consent of City. 15. Controlling Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS THEREOF duly authorized representatives of the Parties shall sign a conformed of this Agreement. HUMANE SOCIETY OF SAN BERNARDINO VALLEY, INC. _;7 By: Date: 'Susan Dawson President of the Board of Directors CITY OF REDLANDS June 3, 2003 By: r 27t Date: — Karl N. Haws,Mayor Attest: Lorqeyo vzer, City C 5106 Spay Neuter-wpd 4