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2010/07/01 Ramona Humane Society Animal Control Servicesi 8 ® mona Humane Society ® Advocate. Educate. Adopt. 690 Humane Way San Jacinto, CA 92582 (951)654-8002 (951) 654-2830 fax www.ramonahumanesociety.org This agreement is made and entered into by and between the City of Menifee, hereinafter referred to as MENIFEE, and Ramona Humane Society 690 Humane Way San Jacinto, CA 92582 hereinafter to as CONTRACTOR. WITNESSETH: WHEREAS the CONTRACTOR is organized for the purpose, among others, of preventing cruelty to animals and interested in assuring that impounded animals be detained and/or euthanized in a humane manner; and, WHEREAS, MENIFEE is responsible by State Law under California Food and Agriculture Code Sections 31105 and 31106 under Riverside County Ordinances 711, 630 and 716 for providing animal control services of humane sheltering, impounding stray animals and disposal of unwanted and dead animals and/or livestock. NOW THEREFORE in consideration of mutual promises, covenants and conditions hereinafter contained, the Parties hereto mutually agree as provided on pages 1 through 10, Exhibits A & B attached hereto and incorporated herein. CONTRACTOR RAMONA HUMANE SOCIETY By Title President/ CEO Date � e_ M MENIFEE Cate q- r-ID I 1. DESCRIPTION OF SERVICES: Contractor shall provide all services as outlined and specified in Exhibit A, SCOPE OF WORK, attached hereto and by this reference incorporated herein. 2. PERIOD OF PERFORMANCE: This Agreement shall be effective on the date of execution July 1, 2010 ("Effective Date") through June 30, 2013. The contract may be terminated as specified in Section 11, TERMINATION. 3. COMPENSATION: In consideration of services provided by CONTRACTOR pursuant to Exhibit A, SCOPE OF WORK, CONTRACTOR shall be entitled to receive payment as specified in Exhibit B, MENIFEE AND RAMONA HUMANE SOCIETY PAYMENT PROVISIONS, attached hereto and incorporated herein. Reimbursable expenses are included within the maximum amount of the contract. 4. HOLD HARMLESS/INDEMNIFICATION: 4.1 CONTRACTOR shall indemnify and hold harmless MENIFEE, its elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnities) from any liability whatsoever, based or asserted upon any act or omission of CONTRACTOR, its officers, employees, agents or representatives arising out of or in any way relating to or connected. with this Agreement, including but not limited to property damage, bodily injury, or death or any other element of damage of any kind or nature whatsoever arising from the performance of CONTRACTOR, its officers, employees, agents or representatives from this Agreement. CONTRACTOR shall defend Indemnities, at its sole expense, all costs and fees including, but not limited to, attorney's fees, costs, expenses, cost of investigation, defense and settlements or awards, in any claim or action based upon such alleged acts or omissions. 4.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at its sole expense, have the right to counsel of its own choice, with Indemnities' reasonable approval, which approval shall not be unreasonably withheld, and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of MENIFEE; provided, however, that any 2 adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTACTOR'S duty to indemnify Indemnities, as set forth herein. 4.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to MENIFEE the appropriate form of dismissal or satisfaction of judgment relieving MENIFEE from any liability for the action or claim involved. 4.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe CONTRACTOR'S obligations to indemnify and hold harmless the Indemnities herein from third party claims. 4.5 In the event there is conflict between this clause and California Civil Code Section 2782, this clause shall be interpreted to comply with Civil Code 2782. Such interpretation shall not relieve the CONTRACTOR from indemnities to the fullest extent allowed by law. 5. STATUS OF CONTRACTOR'S PERSONNEL: CONTRACTOR shall assume sole exclusive responsibility for the payment of wages, withholding federal and state taxes, unemployment insurance, maintaining workers' compensation coverage in an amount and as required by California law, and shall perform all other employer obligations required by law. 6. LIABILITY INSURANCE: Without limiting or diminishing CONTRACTOR'S obligation to indemnify or hold MENIFEE harmless, CONTRACTOR shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage during the term of this Agreement. 6.1 Workers' Compensation: If CONTRACTOR has employees as defined by the State of California, the CONTRACTOR shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by laws of the State of California. Policy shall include Employers' Liability (Coverage B), including Occupational Disease with limits no less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of MENIFEE, and, if applicable, to provide a Borrowed Servant/Alternate Employer Endorsement. 6.2 Commercial General Liability: Commercial General Liability insurance coverage, including, but not limited to, premises liability, contractual liability, products and completed 3 operations liability, personal and advertising injury, professional liability and cross liability coverage, covering claims which may arise from or out of CONTRACTOR'S performance of its obligations hereunder. Policy shall name MENIFEE, its elected and appointed officials, employees, agents and representatives as Additional Insureds. Policy's limit of liability shall not be less than $2,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two (2) times the occurrence limit. 6.3 All insurance policies shall cover an occurrence on an accident basis, and not on a claims -made basis. 6.4 All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A: VII. 6.5 Verification of coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with Certificates of Insurance, and upon request, complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. 6.6 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified, mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Contractor shall provide written notice to City at Contractor's earliest possible opportunity and in no case later than ten (10) working days after Contractor is notified of the change in coverage. 6.7 Subcontractors. CONTRACTOR shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 6.8 Variation. Contract Administrator may approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. u 6.9 Remedies. In addition to any other remedies City may have if CONTRACTOR fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for CONTRACTOR's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. Order CONTRACTOR to stop work under this Agreement or withhold any payment that becomes due to CONTRACTOR hereunder, or both stop work and withhold any payment, until CONTRACTOR demonstrates compliance with the requirements hereof; and/or C. Terminate this Agreement. 7. LICENSE: CONTRACTOR shall, through the term of this Agreement, maintain all licenses necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, County of Riverside, and all other governmental agencies. CONTRACTOR shall notify MENIFEE immediately, in writing, of inability to maintain such license. Said inability shall be cause for termination of this Agreement. CONTRACTOR shall ensure that CONTRACTOR'S employees, agents and subcontractors performing services under the terms of this Agreement are in compliance with all relative licensing requirements. CONTRACTOR hereby agrees to notify MENIFEE immediately, in writing, of inability of CONTRACTOR or any of CONTRACTOR'S employees, agents and or sub- contractors, to obtain or maintain such license(s). Said inability shall be cause for termination of this Agreement. 8. OSHA REGULATIONS: CONTRACTOR hereby certifies awareness of the Occupational Safety and Health Administration (OSHA) standards and codes as set forth by the U.S. Department of Labor, and the derivative Cal/OSHA standards, laws and regulations relating thereto, verifies that all performance under this Agreement shall be in compliance. 9. CONFLICT OF INTEREST. 9A CONTRACTOR and CONTRACTOR'S employees shall have no interest, and shall not acquire any interest, direct or indirect, which will 5 conflict in any manner or degree with the performance of services required under this Agreement. 9.2. CONTRACTOR agrees to inform MENIFEE of all CONTRACTOR'S interests, if any, which are or which the CONTRACTOR believes to be incompatible with any interest of MENIFEE. 9.3 CONTRACTOR shall not, under circumstances which might reasonably be interpreted as an attempt to influence the recipient in the conduct of his duties, accept any gratuity or special favor from individuals or organizations with whom CONTRACTOR is doing business or proposing to do business, in accomplishing the work under the contract. 9.4 CONTRACTOR shall not use for personal gain or make other improper use of privileged information, which is acquired in connection with this contract. The term of "privileged information" includes, but is not limited to, unpublished information relating to technological and scientific development; medical, personnel, or security records of the individuals; anticipated materials requirements or pricing actions; and knowledge of selection of contractors or subcontractors in advance of official announcement. 9.4 CONTRACTOR or employees thereof shall not offer gifts, gratuities, favors, or entertainment directly or indirectly to MENIFEE employees. 10. MONITORING: CONTRACTOR hereby agrees to establish procedures for self - monitoring and shall permit an appropriate official of MENIFEE, State or Federal government to monitor, assess or evaluate CONTRACTOR'S performance under this Agreement upon reasonable notice to CONTRACTOR and at any reasonable time. 11.TERMINATION: 11.1 MENIFEE or CONTRACTOR may terminate this Agreement without cause upon ten (10) days written notice served upon MENiFEE or CONTRACTOR stating the extent and effective date of termination. 11.2 MENIFEE may terminate this Agreement with five (5) days written notice for CONTRACTOR'S default or if CONTRACTOR refuses or fails to comply with the provisions of this Agreement or fails to make progress to engender performance and does not cure such failure within a reasonable period, not to exceed 30 days. In the event of such termination, MENIFEE may proceed with the work in any manner deemed proper to MENIFEE. 11 11.3 After receipt of the Notice of Termination, pursuant to paragraph above, CONTRACTOR shall: Stop all work under this Agreement on the date specified in the Notice of Termination; and, Transfer to MENIFEE and deliver in the manner, and to the extent, if any, as directed by MENIFEE, any equipment, data or reports which, if the Agreement had been completed, would have been required to be furnished to MENIFEE. 11.4 After termination pursuant to paragraph above, MENIFEE shall make payment for all services performed in accordance with this Agreement to the date of termination. 11.5 Notwithstanding any of the provisions of this Agreement, CONTRACTOR'S rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty, or a willful or material breach of this Agreement, CONTRATOR'S unwillingness or inability for any reasons whatsoever to perform the duties hereunder; or if the Agreement results in termination. CONTRACTOR shall not be entitled to any further compensation under this Agreement. 11.6 In no event shall CONTRACTOR submit an invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified in writing prior to the submission of such an invoice. 12.012tions upon Breach by CONTRACTOR. If CONTRACTOR materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following: • Immediately terminate the Agreement; • Retain the plans, specifications, drawings, reports, documents, and any other work product prepared by CONTRACTOR pursuant to this Agreement; • Retain a different CONTRACTOR to complete the work described in Exhibit A not finished by CONTRACTOR; or • Charge CONTRACTOR the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid CONTRACTOR pursuant to Section 2 if CONTRACTOR had completed the work. 13. KEEPING AND STATU5 OF KLUUKUS 13A Records Created as Part of CONTRACTOR's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. CONTRACTOR hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and CONTRACTOR agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 13.2 CONTRACTOR'S Books and Records. CONTRACTOR shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the CONTRACTOR to this Agreement. 13.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires CONTRACTOR to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of, the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 14, Independent Contractor. At all times during the term of this Agreement, CONTRACTOR shall be an independent contractor and shall not be an employee of City. City shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which CONTRACTOR accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, G state, or federal policy, rule, regulation, law, or ordinance to the contrary, CONTRACTOR and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 16. ALTERATION: No alteration or variation of terms of this Agreement shall be valid unless such alteration or variation of terms is in writing and signed by the parties hereto; no oral understanding or Agreement not incorporated herein; shall be binding on any of the parties hereto. 16. SEVERABILITY: If any provision in this Agreement is held by court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 17, CAPTIONS AND PARAGRAPH HEADINGS: Caption and paragraph headings used in this Agreement are for convenience only is not a part of this Agreement and shall not be used in construing this Agreement. 18. NOTICES: All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted one day after their deposit in the United States mail, postage prepaid: MENiFEE City of Menifee 29714 Haun Road Menifee, CA 92586 CONTRACTOR Ramona Humane Society F 690 Humane Way San Jacinto, CA 92582 19. Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in Riverside County. The Parties have executed this Agreement as of the Effective Date. CITY OF MENIFEE CONTRACTOR Attest: Kathy Bennett, City Clerk Approved as to Form: Karen A. Feld, City Attorney 10 Ramona Humane Society 2010 Animal Sheltering Service Prepared By: Connie Nelson Exhibit A Date: March 2, 2010 Compensation Schedule Project: Menifee 2010 Animal Sheltering Service Freezer increase to 100% to equal $1,285.00 per month. In addition a 5% administration fee cer month of the total amount due. Species ` Intake F,ee Comment • Dogs and Cats $39.04 No maintenance fee. • DONs N/C • OTI Request N/C • Live — New Born $15.00 Without mother or injured, requiring Per animal immediate euthanasia. • Livestock: Horse, Borrow, $75.00 $15.00 per day maintenance fee until Cow, Pony. adoption or euthanized. • Pigs, Sheep, Goat. $60.00 $12.00 per day maintenance fee for the first 7 days. • Fowl: Chicken, Pigeon, $10.00 No maintenance fee. Duck, Goose, Doves. • Wild Life: Skunk, $39.04 No maintenance fee. Raccoon, Opossum, Foxes, or any Hawk, Eagle, Owl. • Reptiles: Snakes, Turtles, $39.04 No maintenance fee. Lizards. • Small Animal: Rodents, $5.00 No maintenance fee. Birds, Mice, Gerbils, Guinea Pigs, Hamsters. • Rabbits and Ferrets. $39.04 No maintenance fee. I Ramona Humane Society 2010 Animal Sheltering Service Prepared By: Connie Nelson Exhibit A Date: March 2, 2010 Compensation Schedule Project: Menifee 2010 Animal Sheltering Service Freezer increase to 100% to equal $1,285.00 per month. In addition a 5% administration fee per month of the total amount due. Species InfaKe Fe'e ` Comment • Dogs and Cats $39.04 No maintenance fee. • DOKs N/C • OTI Request N/C • Live — New Born $15.00 Without mother or injured, requiring Per animal immediate euthanasia. • Livestock: Horse, Borrow, $75.00 $15.00 per day maintenance fee until Cow, Pony. adoption or euthanized. • Pigs, Sheep, Goat. $60.00 $12.00 per day maintenance fee for the first 7 days. • Fowl: Chicken, Pigeon, $10.00 No maintenance fee. Duck, Goose, Doves. • Wild Life: Skunk, $39.04 No maintenance fee. Raccoon, Opossum, Foxes, or any Hawk, Eagle, Owl • Reptiles: Snakes, Turtles, $39.04 No maintenance fee. Lizards. • Small Animal: Rodents, $5.00 No maintenance fee. Birds, Mice, Gerbils, Guinea Pigs, Hamsters. • Rabbits and Ferrets. $39.04 No maintenance fee. 0 Ramona Humane Society 2010 Animal Sheltering Service Prepared By: Connie Nelson Exhibit A Date: March 2, 2010 Compensation Schedule Project: Menifee 2010 Animal Sheltering Service Freezer increase to 100% to equal $1,285.00 per month. In addition a 5% administration fee per month of the total amount due. Species Intake' Fee Comment- • Dogs and Cats $39.04 No maintenance fee. • DOA's N/C • OTI Request N/C • Live — New Born $15.00 Without mother or injured, requiring Per animal immediate euthanasia. • Livestock: Horse, Borrow, $75.00 $15.00 per day maintenance fee until Cow, Pony. adoption or euthanized. • Pigs, Sheep, Goat. $60.00 $12.00 per day maintenance fee for the first 7 days. • Fowl: Chicken, Pigeon, $10.00 No maintenance fee. Duck, Goose, Doves. • Wild Life: Skunk, $39.04 No maintenance fee. Raccoon, Opossum, Foxes, or any Hawk, Eagle, Owl. • Reptiles: Snakes, Turtles, $39.04 No maintenance fee. Lizards. • Small Animal: Rodents, $5.00 No maintenance fee. Birds, Mice, Gerbils, Guinea Pigs, Hamsters. • Rabbits and Ferrets. $39.04 No maintenance fee. Ramona Humane Society 2010 Animal Sheltering Service Prepared By: Connie Nelson Exhibit A Date: March 2, 2010 Compensation Schedule Project: Menifee 2010 Animal Sheltering Service Freezer increase to 100% to equal $1,285.00 per month. In addition a 5% administration fee per month of the total amount due. Species Intake Fee Comment • Dogs and Cats $39.04 No maintenance fee. • DOA's N/C • OTI Request N/C • Live — New Born $15.00 Without mother or injured, requiring Per animal immediate euthanasia. • Livestock: Horse, Borrow, $75.00 $15.00 per day maintenance fee until Cow, Pony. adoption or euthanized. • Pigs, Sheep, Goat. $60.00 $12.00 per day maintenance fee for the first 7 days. • Fowl: Chicken, Pigeon, $10.00 No maintenance fee. Duck, Goose, Doves. • Wild Life: Skunk, $39.04 No maintenance fee. Raccoon, Opossum, Foxes, or any Hawk, Eagle, Owl. • Reptiles: Snakes, Turtles, $39.04 No maintenance fee. Lizards. • Small Animal: Rodents, $5.00 No maintenance fee. Birds, Mice, Gerbils, Guinea Pigs, Hamsters. • Rabbits and Ferrets. $39.04 No maintenance fee. Ramona Humane Society 2010 Animal Sheltering Service Prepared By: Connie Nelson Exhibit A Date: March 2, 2010 Compensation Schedule Project: Menifee 2010 Animal Sheltering Service Freezer increase to 100% to equal $1,285.00 per month. In addition a 5% administration fee per month of the total amount due. Species In ke Fee Comment • Dogs and Cats $39.04 No maintenance fee. • DOA's N/C • OTI Request N/C • Live — New Born $15.00 Without mother or injured, requiring Per animal immediate euthanasia. • Livestock: Horse, Borrow, $75.00 $15.00 per day maintenance fee until Cow, Pony. adoption or euthanized. • Pigs, Sheep, Goat. $60.00 $12.00 per day maintenance fee for the first 7 days. • Fowl: Chicken, Pigeon, $10.00 No maintenance fee. Duck, Goose, Doves. • Wild Life: Skunk, $39.04 No maintenance fee. Raccoon, Opossum, Foxes, or any Hawk, Eagle, Owl. • Reptiles: Snakes, Turtles, $39.04 No maintenance fee. Lizards. • Small Animal: Rodents, $5.00 No maintenance fee. Birds, Mice, Gerbils, Guinea Pigs, Hamsters. • Rabbits and Ferrets. $39.04 No maintenance fee.