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R05-0111 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 RESOLUTION R05- O II A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, PALM BEACH COUNTY, FLORIDA, AUTHORIZING EXECUTION OF AN ANIMAL SERVICE AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND PALM BEACH COUNTY ANIMAL CARE AND CONTROL DIVISION, FOR THE REIMBURSEMENT OF CERTAIN COSTS ASSOCIATED WITH ANIMAL CARE AND CONTROL SERVICES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Boynton Beach Animal Care and Control Division received a grant from Palm Beach County for reimbursement of certain costs associated with Animal Control services in an amount not to exceed $25,000.00; and WHEREAS, the City Commission of the City of Boynton Beach upon recommendation of staff, deems it to be in the best interest of the citizens of the City of Boynton Beach to authorize execution of this Animal Services Agreement. NOW, THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH OF PALM BEACH COUNTY, FLORIDA, THAT: Section 1: The City Commission of the City of Boynton Beach, Florida hereby authorizes execution of the Animal Service Agreement with Palm Beach County Animal Care and Control Division, a copy of said Agreement attached hereto. Section 2: This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS ~ day of January, 2005. ATTEST: CITY OF BOYNTON BEACH, FLORIDA Commissioner Commissioner ANIMAL SERVICES CONTRACT FOR PALM BEACH COUNTY ANIMAL CARE AND CONTROL DIVISION WEST PALM BEACH, FLORIDA This Contract is made as of the day of ,__, by and between The City of Boynton Beach (hereinafter referred to as AGENCY), a Florida Municipal Corporation and Palm Beach County, a political subdivision of the State of Fh)rida, by and through its Division of Animal Care and Control on behalf of the Board of County Commissioners, hereinafter referred to as the COUNTY, for the provision of animal services. WHEREAS, the COUNTY provides various animal services; and WHEREAS, the AGENCY is able to provide said services for compensation. NOW, THEREFORE, in consideration of the mutual promises contained heroin, the COUNTY and the AGENCY agree as follows: ARTICLE 1 - ANIMAL SERVICES The AGENCY's responsibility under this agreement is to provide animal services, as mom specifically set forth in the Application and Scope of Work detailed in Exhibit "A". The Agency shall provide animal services during the period October 1, 2004 through September 30, 2005. ARTICLE 2 - REIMBURSEMENT RATES FOR SERVICES The COUNTY may reimburse the AGENCY for services the AGENCY provided hereunder within the geographical boundaries of Palm Beach County at the following rates: A. FIELD OFFICER RESPONSE: The rate for providing AGENCY response to calls from the public to pick- up stray or confined animals within Palm Beach County and take the animal to the AGENCY's Palm Beach County shelter: Rate per Response: $25.00 B. ADOPTION MEDICAL and CLINIC SERVICES: The rate for providing spaying or neutering, micro-chipping~ rabies inoculation and COUNTY rabies tag of an animal being prepared for adoption to a Palm Beach County resident adopter: Rate per Complete Procedure: $110.00 (Note: Spay or neutering performed by the Palm Beach County Spay Shuttle are not eligible for reimbursement.) 2. The rate for the AGENCY'S routine adoption medical exam of an animal to be adopted by a Palm Beach County resident: $50.00 KENNEL/SHELTERING: The daily per-diem cost to house and feed stray or "owner relinquished" animals from Palm Beach County for up to five (5) days: $5/day/animal Invoices documenting the AGENCY's reimbursement request may be submitted to Animal Care and Control monthly. The AGENCY shall receive no additional compensation for performance under this Contract except as provided for herein and under no circumstances shall the total value of all combined services exceed $ 25,000 .(Twenty five thousand dollars) Final Invoice: In order for both parties herein to close their books and records, the AGENCY will clearly state "final invoice" on the AGENCY'S final/last billing to the COUNTY. The final invoice must be received by Animal Cam and Control no later than 5:00 p.m on September 30~ 2005, the final day of the agreement period, This certifies that all services have been properly performed and all charges and costs have been invoiced to Palm Beach County. Since this account will thereupon be closed, any and other further charges, if not properly included on this final invoice, are waived by the AGENCY. The COUNTY's representative will review invoices received from the AGENCY pursuant to the agreement. If the invoice has been determined to be in conformity with the agreement, it will be approved by the COUNTY's representative and then sent to the Finance Department for payment. Invoices will normally be paid within thirty (30) days following the COUNTY representatives' approval. The COUNTY shall not be obligated to provide the AGENCY with any fringe benefits. The COUNTY shall not be obligated to withhold U.S. income tax, withholding or social security tax, unemployment, or worker's compensation payments, and any similar withholdings. It is expressly understood that the AGENCY is not entitled to participate in the State Retirement Program. ARTICLE 3 - MINIMUM REQUIRED DOCUMENTATION The services described below are only applicable for the reimbursement request submitted by the AGENCY in Article 2 above that occur or are generated from within Palm Beach County. The AGENCY shall use reimbursement forms provided by the COUNTY or AGENCY forms approved by the COUNTY. By submitting a request for reimbursement, the AGENCY agrees to be governed by the laws of the State of Florida and the COUNTY which pertain to the treatment, care, and sheltering of animals. A. FIELD OFFICER RESPONSE The AGENCY shall respond to all requests for the pick up of stray or confined animals within the geographical boundaries of the AGENCY's normal working areas within Palm Beach County. For each Field Officer Response that will be reimbursed~ as a minimum requiremenh the AGENCY shall submit documents that record: the date and time the request for response was received by the AGENCY; the name~ phone number~ and address of the person making the request; the location of the pick up of the animal; a description of the animal~ including its species~ markings~ sex, any identifying markings, tattoos~ ID tags~ collars~ and any other AGENCY sl~ecific numbering or logging of the animal; and verification that the animal was checked against the COUNTY's "lost/found" database. B. ADOPTION MEDICAL AND CLINICAL SERVICES Animals being adopted from the AGENCY shall be spayed or neutered before the animal is released to the adopter. A State of Florida licensed veterinarian shall perform the spaying or neutering procedure. For each spay or neuter that will be reimbursed~ as a minimum~ the AGENCY shall submit documents that record: the name of the veterinarian and his/her State of Florida veterinary license number; the procedure performed; the specific AGENCY generated identification name or number given to the animal being spayed or neutered; the batch or control number and name of the manufacturer of the rabies vaccine given to the animal] the manufacturers name and specific unit number of the implanted micro-chip in the animal] the name and Palm Beach County address of the adopter; and the Palm Beach County rabies tag number issued for the animal. Animals available for adoption shall receive a medical evaluation. For each initial medical examination that will be reimbursed, as a minimum~ the AGENCY shall submit documents that record: the specific AGENCY generated identification 2 performing the evaluation; a listing of the procedures performed and their findings, if any: and a schedule of medications or treatments as a response to the diagnostic findings. KENNEL/SHELTERING The AGENCY shall kennel or shelter animals generated from within Palm Beach County according to the minimum criteria established by the COUNTY. For each animal that the AGENCY will be reimbursed~ the AGENCY~ at a minimum~ shall submit documents that record: the specific AGENCY generated identification name or number given to the animal being provided shelter; the date the animal entered the shelter; and the date the animal left the shelter or is still at the shelter after a five (5) day holding period. ARTICLE 4 - PERSONNEL The AGENCY represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this agreement. The AGENCY shall submit the names of such personnel who are employees of, or have any contractual relationship with, the COUNTY prior to the execution of this agreement. The COUNTY shall determine the extent of any conflict of interest with the personnel prior to the execution of this agreement. The AGENCY shall assure that all of the services performed and required herein shall be performed by the AGENCY or by personnel under its supervision. All personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services. The AGENCY warrants that all of the services provided by, or on its behalf, pursuant to the Agreement will be performed with reasonable care, skill and diligence in accordance with generally and currently accepted professional principles and practices for similar services. ARTICLE 5 - AVAILABILITY OF FUNDS The COUNTY's performance and obligation to pay under this agreement is contingent upon an annual appropriation for its purpose by the Board of County Commissioners. ARTICLE 6 - INSURANCE AGENCY shall, at its sole expense, agree to maintain in full force and effect at all times during the life of this Contract, insurance coverage and limits (including endorsements), as described herein. The requirements contained herein, as well as COUNTY'S review or acceptance of insurance maintained by AGENCY are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by AGENCY under the contract. The COUNTY may approve different coverages and limits if requested by the AGENCY prior to execution of the contract. Commercial General Liability The COUNTY requests the AGENCY maintain Commercial General Liability at a limit of liability not less than $500,000 Each Occurrence. Coverage shall not contain any endorsement excluding Contractual Liability or Cross Liability unless granted in writing by County's Risk Management Department. AGENCY shall provide this coverage on a primary basis. The COUNTY may approve different coverage and limits if requested by the AGENCY prior to execution of the contract. Business Automobile Liability The COUNTY requests the AGENCY maintain Business Automobile Liability at a limit of liability not less than $500,000 Each Occurrence for all owned, non-owned and hired automobiles. In the event AGENCY doesn't own any automobiles, the Business Auto Liability requirement shall be amended allowing AGENCY to agree to maintain only Hired & Non-Owned Auto Liability. This amended requirement may be satisfied by way of endorsement to the 3 Commercial General Liability, or separate Business Auto coverage form. AGENCY shall provide this coverage on a primary basis. The COUNTY may approve different coverage and limits if requested by the AGENCY prior to execution of the contract. Worker's Compensation Insurance & Employers Liability AGENCY shall maintain Worker's Compensation & Employers Liability in accordance with Florida Statute Chapter 440. AGENCY shall provide this coverage on a primary basis. Additional Insured AGENCY shall endorse the COUNTY as an Additional Insured with a CG 2026 Additional Insured - Designated Person or Organization endorsement, or its equivalent, to the Commercial General Liability. The Additional Insured endorsement shall read "Palm Beach County Board of County Commissioners, a Political Subdivision of the State of Florida, its Officers, Employees and Agents." AGENCY shall provide the Additional Insured endorsements coverage on a primary basis. Waiver of Subrogation AGENCY hereby waives any and all rights of Subrogation against the County, its officers, employees and agents for each required policy. When required by the insurer, or should a policy condition not permit an insured to enter into a pre-loss agreement to waive subrogation without an endorsement, then AGENCY shall agree to notify the insurer and request the policy be endorsed with a Waiver of Transfer of rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which a condition to the policy specifically prohibits such an endorsement, or voids coverage should AGENCY enter into such an agreement on a pre-loss basis. Certificate(s) of Insurance Prior to execution of this Contract, AGENCY shall deliver to the COUNTY a Certificate(s) of Insurance evidencing that all types and amounts of insurance coverage required by this Contract have been obtained and are in full force and effect. Such Certificate(s) of Insurance shall include a minimum thirty (30) day endeavor to notify due to cancellation or non-renewal of coverage. Umbrella or Excess Liability If necessary, AGENCY may satisfy the minimum limits required above for either Commercial General Liability, Business Auto Liability, and Employer's Liability coverage under Umbrella or Excess Liability. The Umbrella or Excess Liability shall have an Aggregate limit not less than the highest "Each Occurrence" limit for either Commercial General Liability, Business Auto Liability, or Employer's Liability. The COUNTY shall be specifically endorsed as an "Additional Insured" on the Umbrella or Excess Liability, unless the Certificate of Insurance notes the Umbrella or Excess Liability provides coverage on a "Follow-Form" basis. Right to Review COUNTY, by and through its Risk Management Department, in cooperation with the contracting/monitoring department, reserves the right to review, modify, reject or accept any required policies of insurance, including limits, coverage, or endorsements, herein from time to time throughout the term of this Contract. COUNTY reserves the right, but not the obligation, to review and reject any insurer providing coverage because of its poor financial condition or failure to operate legally. ARTICLE 7 - INDEMNIFICATION AGENCY shall fully indemnify and save harmless, COUNTY, its officers and employees, and each and every one of them, from and against all actions, damages, costs, liability, claims, losses, judgments, penalties and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by COUNTY'S staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as "liabilities"), to which any or all of them may be subjected, as a direct or indirect result of any personal injury or property damage arising from any negligent act or omission or willful misconduct of AGENCY, its officers, employees, SUB-AGENCY'S, subcontractors or agents in connection with the performance or nonperformance of the Agreement, whether or 4 not such liabilities am litigated, settled or reduced to judgment. AGENCY shall, upon COUNTY'S request, defend at AGENCY's sole cost any action, claim, suit, cause of action or portion thereof which asserts or alleges liabilities resulting directly or indirectly from any personal injury or property damage arising from any negligent act or omission or willful misconduct of AGENCY, its officers, employees, SUB-AGENCY'S, subcontractors or agents in connection with the performance or nonperformance of the Agreement, whether such action, claim, suit, cause of action or portion thereof is well founded or not. In the event that a final decision or judgment allocates liability by determining that any portion of damages awarded is attributable to the COUNTY'S negligence or willful misconduct, the COUNTY shall pay the portion of damages that is allocated to the COUNTY'S negligence or willful misconduct. The existence or acceptance by COUNTY of any of the insurance policies or coverage described in the Agreement shall not affect any rights COUNTY may have under this Article. The provisions of this Article shall survive any termination of the Agreement. Nothing herein shall be considered to be a waiver of sovereign immunity, nor an agreement to alter the limits of liability that are set forth in s. 768.28, Florida Statutes. ARTICLE 8 - SUCCESSORS AND ASSIGNS The COUNTY and the AGENCY each binds itself and its partners, successors, executors, administrators and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the COUNTY nor the AGENCY shall assign, sublet, convey or transfer its interest in this Contract without the written consent of the other, except that the AGENCY may assign his/her right to receive payment. Nothing heroin shall be construed as creating any personal liability on the part of any officer or agent of the COUNTY which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the COUNTY and the AGENCY. ARTICLE 9 - REMEDIES This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. ARTICLE 10 - CONFLICT OF INTEREST The AGENCY represents that he/she presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance or services required hereunder, or as provided for in Florida Statute 112.311. The AGENCY further represents that no person having any interest shall be employed for said performance. The AGENCY shall promptly notify the COUNTY'S representative, in writing by certified mail, of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the AGENCY'S judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the AGENCY may undertake and request an opinion of the COUNTY, as to whether the association, interest or circumstance would, in the opinion of the COUNTY constitute a conflict of interest if entered into by the AGENCY. The COUNTY agrees to notify the AGENCY of his/her opinion by certified mail within thirty (30) days of receipt of notification by the AGENCY. If, in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the AGENCY, the COUNTY shall so state in the notification and the AGENCY shall, at his/her option, enter into said association, interest or circumstance and he/she shall be deemed not in conflicl of interest with respect to services provided to the COUNTY by the AGENCY under the terms of this Contract. ARTICLE 11 - DISCLOSURE AND OWNERSHIP OF DOCUMENTS The AGENCY shall deliver to the COUNTY'S representative for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials prepared by and for the COUNTY under this Contract. All written and oral information not in the public domain or not previously known, and all information and data obtained, developed, or supplied by the COUNTY or at its expense will be kept confidential by the AGENCY and will not be disclosed to any other party, directly or indirectly, without the COUNTY'S prior written consent unless required by a lawful order. All drawings, maps, sketches, programs, data base, reports and other data developed, or purchased, under this Contract for or at the COUNTY'S expense shall be and remain the COUNTY'S property and may be reproduced and reused at the discretion of the COUNTY. The COUNTY and the AGENCY shall comply with the provisions of Chapter 119, Florida Statute (Public Records Law). All covenants, agreements, representations and warranties made herein, or otherwise made in writing by any party pursuant hereto, including but not limited to any representations made heroin relating to disclosure or ownership of documents, shall survive the execution and delivery of this Contract and the consummation of the transactions contemplated hereby. ARTICLE 12 - INDEPENDENT CONTRACTOR RELATIONSHIP The AGENCY is, and shall be, in the performance of all work services and activities under this Contract, an Independent Contractor, and not an employee, agent, or servant of the COUNTY. All persons engaged in any of the work or services performed pursuant to this Contract shall at all times, and in all places, be subject to the AGENCY'S sole direction, supervision, and control. The AGENCY shall exercise control over the means and manner in which he/she and his/her employees perform the work, and in all respects the AGENCY'S relationship and the relationship of his/her employees to the COUNTY shall be that of an Independent Contractor and not as employees or agents of the COUNTY. The AGENCY does not have the power or authority to bind the COUNTY in any promise, agreement or representation other than specifically provided for in this Contract. ARTICLE 13 - ACCESS AND AUDITS The AGENCY shall maintain adequate records related to all charges, expenses, and costs incurred in estimating and performing the work for at least three (3) years after completion of this Contract. The COUNTY shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at the AGENCY'S place of business. ARTICLE 14 - NONDISCRIMINATION The AGENCY warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. ARTICLE 15 - ENFORCEMENT COSTS If any legal action or other proceeding is brought for the enforcement of this Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. 6 After receipt oI a Termination Notice and except as otherwise directed by the COUNTY, the AGENCY shall: A. Stop work on the date and to the extent specified. Terminate and settle all orders and subcontracts relating to the performance of the terminated work. Transfer all work in process, completed work, and other materials related to the terminated work to the COUNTY. D. Continue and complete all parts of the work that have not been terminated. ARTICLE 21 - ENTIRETY OF CONTRACTUAL AGREEMENT The COUNTY and the AGENCY agree that this Contract sets forth the entire agreement between the parties, and that them are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. IN WITNESS WHEREOF, the Board of County Commissioners of Palm Beach County, Florida has made and executed this Contract on behalf of the COUNTY and the AGENCY has hereunto set its hand the day and year above written. Dorothy H. Wilken, Clerk By: Deputy Clerk PALM BEACH COUNTY, FLORIDA BOARD OF/~OUNTY COMMISSIONERS Vi-nce~. B~nvento,- ' - Assistant County Administrator WITNESSES AS TO THE AGENCY AGENCY By: Title: KURT BRESSNER CITY MANAGER BOYhlTON BEACH, FL APPROVED AS TO THE TERMS AND CONDITIONS ~' Paul W. Milelli, Director Public Safety Department