CITY OF PALM COAST agreement

WITH FLAGLER HUMANE SOCIETY, INC.

RELATING TO ANIMAL SHELTER SERVICES

THIS AGREEMENT made and entered into the first day of July 2008 by and between the:

City of Palm Coast, Florida

2 Commerce Boulevard

Palm Coast, Florida32164

a municipal corporation of the State of Florida, , hereinafter referred to as the “City,” and:

Flagler Humane Society, Inc.

1 Shelter Drive

Palm Coast, Florida32137

a Florida non-profit corporation, authorized to do business in the State of Florida, hereinafter referred to as the “Society.” The City and the Society are collectively referred to herein as the “parties.”

WHEREAS, the City desires to retain the Society to operate an animal shelter for the City and to receive and care for animals impounded for a certain agreed upon consideration; and

WHEREAS, the City desires to retain the Society for the performance of services necessary to support the activities and programs of the City upon the terms and conditions hereinafter set forth, and the Society is desirous of performing and providing such services;

WHEREAS, the Society hereby warrants and represents to the City that it is competent and otherwise able to provide professional, high quality services to the City;

WHEREAS, the City desires to use the expertise and knowledge of the Society;

WHEREAS, the Society recognizes the importance to the public of strict adherence to the laws, rules and regulations; and

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

  1. TERM OF AGREEMENT.

This agreement shall commence on the FIRST day of JULY 2008 and shall continue through June 30, 2009.

  1. SERVICES.

The Society shall:

  1. Continue to operate the animal shelter at 1 Shelter Drive, Palm Coast, Florida32137, consisting of two buildings and twenty plus acres, and will receive animals brought there, pursuant to City Ordinance (Chapter Eight), by the City’s designated Animal Control Agent or by the public. This generally refers to pet animals such as dogs, cats and some birds. In cases where livestock or other animals must be cared for, the Society shall work in cooperation with the appropriate agencies and the public to assist in providing such care.
  1. Observe the following office hours:
  2. 8 a.m. to 5 p.m. Monday through Saturday
  3. 8 a.m. to 3:00 p.m.Sunday
  4. At the Society’s option, may be closed for legal holidays.

3. Provide the City’s designated Animal Control Agent and City employees or designated contractors access to kennel facilities on a 24-hour per day, seven (7) day per week basis. The Society shall supply such City employees or agents with keys or codes for access to kennels.

4. Supply, feed, house, and care for all animals received at the facility from the City’s designated Animal Control Agents, or members of the public, in accordance with state law and City Ordinance (Chapter Eight), as amended from time to time.

C. GENERAL CONDITIONS

  1. Animal housing facilities shall be provided for the animals, shall be structurally sound, shall be maintained in good repair, and shall be designed to protect the animals from injury and to restrict the entrance of other animals.
  1. Each animal shall be provided with adequate floor space to allow such animals to turn about freely and to easily stand, sit and lie in a comfortable, normal position.
  1. Any electrical power shall be supplied in conformance with applicable electrical codes adequate to supply heating and lighting as may be required by all applicable laws.
  1. Water shall be supplied at sufficient pressure and quantity to clean indoor housing facilities and enclosures of debris and etcetera.
  1. Suitable food and bedding shall be provided and stored in facilities adequate to provide protection against infestation or contamination by insects or rodents. Refrigeration shall be provided for the protection of perishable foods.
  1. Provision shall be made for the removal and disposal of animal and food wastes, bedding, dead animals and debris. Disposal facilities shall be provided and operated to minimize vermin infestation, odors and disease hazards.
  1. Washroom facilities, including sinks and toilets, with hot and cold water, shall be conveniently available to maintain cleanliness among animal caretakers and for washing utensils and equipment.
  1. Sick, diseased or injured animals shall be separated from those appearing healthy and normal and shall be kept in isolation quarters with adequate ventilation to keep from contaminating well animals.
  1. There shall be a Society employee or keeper on duty at all times during hours the establishment is open whose responsibility shall be the care and supervision of the animals.
  1. A Society employee or keeper shall make provisions to feed, water and do the necessary cleaning of animals on days the establishment is closed, including closure due to legal holidays.
  1. No person shall misrepresent an animal to a consumer in any way.
  1. No person shall knowingly release a sick or injured animal without disclosing the sickness or injury to the recipient.
  1. Animals, caged, closely confined or restrained, shall be permitted daily exercise in a yard or area suitable for that purpose, for an appropriate length of time, as determined by their size, age and species.

D. INDOOR FACILITY CONDITIONS:

  1. Shall be sufficiently heated or cooled when necessary to protect the animals from temperatures to which they are not accustomed, taking into consideration their age, size and species.
  1. Shall be adequately ventilated to provide for the health of the animals and to remove foul odors. The ventilation system so utilized shall be designed so that the volume of air within any enclosed indoor facility or part hereof shall be replaced by fresh air three or more times per hour. If ventilation equipment is used, it shall be constructed in conformance with current standards of good engineering practice with respect to noise and minimization of drafts.
  1. Shall have ample light, either natural or artificial, or both, of good quality and well distributed to provide for such illumination as is necessary to inspect and clean during the entire working period. Such facilities shall be placed as to protect animals from excessive illumination. Sufficient lighting shall additionally be supplied in the area of sinks and toilets to provide for the hygiene of animal caretakers.
  1. Shall have interior wall, ceiling and floor surfaces constructed of materials, which are resistant to the absorption of moisture and odors, or such surfaces shall be treated with a sealant or with paint. Floor surfaces shall not be made of unsealed wood. Interior walls shall be constructed so that the interface with floor surfaces is sealed from the flow or accumulation of moisture or debris.
  1. Shall contain a suitable method of drainage to facilitate the rapid elimination of excess water under any weather or temperature condition from the indoor housing facilities. Such system shall be connected to a sanitary sewer or septic tank system, which conforms to standards of county building codes.
  1. Shall be maintained in a clean and sanitary condition, with the use of a safe and effective disinfectant in cleaning.

E. OUTDOOR FACILITY CONDITIONS:

  1. Shall be constructed to provide shelter from excessive sunlight, rain, snow, wind, heat, cold or other elements.
  1. Shall be constructed to provide sufficient space for the proper exercise and movement of each animal contained therein.
  1. Shall contain a suitable system of drainage and be constructed to prevent an accumulation of water, mud, debris or other material.
  1. Shall be capable of being kept clean and sanitary, with animal waste collected and properly disposed of on a regularly scheduled basis.
  1. Shall be enclosed by walls or fences sufficient to keep animals within and to prevent entrance of other animals.

F. RESPONSIBILITIES:

The Society shall:

  1. Euthanize or place for adoption animals not claimed, or redeemed within the time set forth within the City Ordinance. The Society agrees to euthanize said animals, utilizing trained personnel, by use of a humane means that are in compliance with §828.058, Florida Statutes,, not to include the use of a decompression chamber. The Society shall supply all drugs authorized by Florida law for the euthanasia of animals covered under this Agreement. No live animals shall be used, sold or donated for experimental purposes.
  1. Be responsible for the return of impounded animals to the proper owner and custodian thereof pursuant to the provision of City Ordinance (Chapter Eight) as applicable.
  1. Appoint an Administrator who shall be at the Shelter with decision-making power on a regular full-time basis. Such Administrator shall have full operational control and be responsible for the day-to-day operation and management of the facility. Such Administrator shall be the liaison with City and the City’s designated Animal Control Agent and law enforcement staff. Personnel required to carry out this Agreement shall be directly hired and retained by the Society. Volunteers may be used in addition to paid or otherwise compensated staff.
  1. Comply with all requirements set forth in the City Ordinance.

5. Develop and keep current procedure and training manuals to demonstrate procedures for daily shelter operations, animal adoptions and public education programs.

  1. Operate in accordance with any zoning and health standards set by state or local law.
  1. Be responsible for all water and sewer utility, electric utility and garbage service to the shelter, including the disposal of dead animals brought to the shelter by the City’s designated Animal Control Agent or the public.
  1. Not enter into any other agreements that would infringe upon its ability to fulfill contractual requirements without prior consent of the City.
  1. Not assign this Agreement or the subject matter thereof without first securing consent from the City.
  1. Not sublet any of the properties herein mentioned to any person, firm, or corporation without first securing consent from the City.
  1. Cooperate with City officials, the City’s designated Animal Control Agent, law enforcement and the Flagler County Health Department on actions pertaining to animals and quarantine.
  1. Assist the City Attorney and the City’s designated Animal Control Agent and law enforcement in obtaining, preserving and presenting evidence in the civil or criminal prosecution of all violations of any ordinance, code, regulation or law pertaining to animal control, including licensing and registration.
  1. Provide all services associated with animal sheltering and disposition. The services include, but are not limited to:

a.Record Keeping

  1. Animal receiving - history
  2. Identification requirement/In shelter tracking
  3. Lost & Found

b.Health Care & Disposition

  1. Vaccination/health check
  2. Adoption
  3. Euthanization

c.Spay & Neuter

  1. Mandatory
  2. Assistance

d.Community Relations/Education

  1. Public Relations
  2. Education Program: Adult-Children

e.Professional Relations

  1. Board of Directors: Officers
  2. Other Agencies
  1. Utilize a complaint tracking system, to provide for the substance and resolution of citizen complaints.

15. Provide a holding freezer for dead on arrival and euthanized animals. Such freezer shall provide walk-in accessibility for City animal control personnel or contractual agents, law enforcement, as well as members of the public who wish to attempt identification of animals.

G. EXTENT OF AGREEMENT//AMENDMENT/SEVERABILITY.

1.This Agreement, together with any exhibits, constitutes the entire Agreement between the City and the Society and supersedes all prior written agreements or oral understandings in connection herewith.

2.If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest.

3.All provisions of this Agreement shall be read and applied in Pari Materia with all other provisions hereof.

4.Any material violation of this Agreement by the Society is recognized by the parties to constitute irreparable harm to the City. In the event of any such material violation, the City shall be entitled to any and all remedies available at law, including but not limited to injunctive relief.

5.Any alteration, amendments deletions or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties.

H. CONTROLLING LAWS/VENUE/INTERPRETATION.

1. This Agreement is to be governed by the laws of the State of Florida.

2. Venue for any legal proceeding related to this Agreement shall be in the Seventh Judicial Circuit Court in and for Flagler County, Florida.

3. This Agreement is the result of bona fide arms length negotiations between the City and the Society and all parties have contributed substantially and materially to the preparation of the Contract. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party.

I. INDEMNITY.

1.To the fullest extent permitted by law, the Society shall indemnify, hold harmless, and defend the City, its agents, servants, officers, officials, and employees, or any of them, from and against any and all claims, damages, losses, and expenses, including, but not limited to, attorneys fees and other legal costs, such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Society, its agents, servants, officers, officials, employees, or subcontractors.

2.Nothing herein shall be deemed to affect the rights, privileges, and immunities of the City as set forth in Section 768.28, Florida Statutes.

3. In claims against any person or entity indemnified under this Section by an employee of the Society or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Society or its agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts.

4.The execution of this Agreement by the Society shall obligate the Society to comply with the indemnification provision in this Agreement; however, the Society must also comply with the provisions of this Agreement relating to insurance coverages.

J. INSURANCE/SURETY OBLIGATIONS.

1.The Society shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies with a Best Rating of A- or better, authorized to do business in the State of Florida and in a form acceptable to the City, and with only such terms and conditions as may be acceptable to the City:

2.Workers Compensation/Employer Liability: The Society shall provide Workers Compensation insurance for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. Employers' Liability Insurance at limits not less than the following:

  1. $100,000 Each Accident
  2. $100,000 Disease Each Employee
  3. $500,000 Disease Aggregate

3.Comprehensive General Liability: The Society shall provide coverage for all operations including, but not limited to, contractual, independent Contractor, products, and complete operations and personal injury with limits not less than the following:

  1. $1,000,000 Bodily Injury & Property Damage - each occurrence
  2. $1,000,000 Personal & Advertising Injury - each occurrence
  3. $2,000,000 General Aggregate
  4. $2,000,000 Products/Completed Operations Aggregates limit
  5. $ 5,000 Medical Payments
  6. $ 100,000 Fire Damage Legal Liability

4.Comprehensive Business Automobile Liability: The Society shall provide complete coverage with a combined single limit of not less than $1,000,000 Bodily Injury and Property Damage in accordance with the laws of the State of Florida, as to the ownership, maintenance, and use of all owned, non-owned, leased or hired vehicles.

5.All insurance other than Workers Compensation and Professional Liability that must be maintained by the Society shall specifically include the City as an additional insured. All insurance minimum coverages extend to any subcontractor, and the Society shall be responsible for all subcontractors. The Society shall ensure that the City is named as an insured party in each pertinent insurance policy.

6.The Society shall provide Certificates of Insurance to the City evidencing that all such insurance is in effect prior to any work being performed by the Society under this Agreement. These Certificates of Insurance shall become part of this Agreement. Neither approval by the City nor failure to disapprove the insurance furnished by the Society shall relieve the Society of the Society’s full responsibility for performance of any obligation including the Society’s indemnification of the City under this Agreement. If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company shall: (1) lose its Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite Best’s Rating and Financial Size Category, the Society shall, as soon as the Society has knowledge of any such circumstance, immediately notify the City and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until the Society has replaced the unacceptable insurer with an insurer acceptable to the City, the Society shall be deemed to be in default of this Agreement.

7.The insurance coverage shall contain a provision that requires that prior to any changes in the coverage, except increases in aggregate coverage, thirty (30) days prior notice will be given to the City by submission of new Certificates of Insurance and appropriate policy modifications.