Animal Control Services Agreement
AGREEMENT BETWEEN CITY OF CHULA VISTA AND
CITY OF IMPERIAL BEACH TO
PROVIDE ANIMAL CARE AND ANIMAL CONTROL SERVICES
This agreement (“Agreement”), effective July 1 , 20 23, is bet ween the Cit y of Chula Vista, (“City”), a chartered municipal corporation of th e State of California, and the City of Imperial Beach (“Imperial Beach ”), a municipal corporation of the State of California. The City and Imperial Beach may each be referred to herein individually as a “Party” and collectively as “Parties.” This Agreeme nt is made with reference to the following facts:
RECITALS
WHEREAS, City owns and operates an animal care facility, l ocated at 130 Beyer Way, Chula Vista, California and provi des a full r ange of animal control services to the citizens of Chula Vista; and,
WHEREAS, Imperial Beach desires to enter into an agreement with City, whereby City will provide animal shelter and anim al control services for the impounding, adoption, redem ption, and t he care and disposition of dogs, cats, and other small animals; and
WHEREAS, City has the authority to enter into contracts with other agencies to provide such services.
NOW, THEREFORE, in consideration of their mutual promises, and other goo d and valuable consideration, the Parties hereto do hereby agree as follows:
ARTICLE I. TERM
1.1 Term. This Agreement shall commence on Ju ly 1, 2023 and shall terminate on June 30, 2025.
(A) Options to Extend. Notwithstanding the term set forth above , the Parties have the option to extend this Agreement for three additional terms, defined as a one -year increment. The City Manager shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall b e on the same terms and conditions contained herein, provided the a mounts specified in Section 4.1 below may be increased as described in Section 4.1(B) below.
(B) Notice. Imperial Beach shall provide written notice to City at least sixty (60 ) calendar d ays, but no more than ninety (90) calendar days, prior to the expiration of the term of this Agreement expressing its intent to exercise an option to extend this Agreement.
Animal Control Services Agreement
ARTICLE II. SCOPE OF SERVICES
2.1 General Services. City shall prov ide general animal control, shelter, and rela ted administrative services to the residents of Imperial Beach to the extent and in the manner set forth herein.
(A) Field Services. City shall provide the “Field Services” in the type and manner provided for below.
(1) Officer. City shall provide a uni formed Animal Control Officer (“ Officer”) to patrol Imperial Beach in the manner and to the extent that City deems appropriate, unless a specific request is made by Imperial Beach , in which case such request shall be a priority.
(a) Regular Hours. The Officer shall conduc t patrols three (3) days per week, Friday through Sunday, not to exceed 24 hours per week.
(b) Standby Hours. The Officer shall be available on a stand by basis for 16 hours per week, Monday through Thursday.
(c) The t otal combined regular and standby hours shall not exceed 40 hours per week. Any hours over 40 will be charged a s overtime hours.
(d) Overtime Hours. City will respond to the best of its ability to reported emergencies occurring prior to or after the pa trol and standby hours identified above in Section 2.1(A)(1)(a) and (b). Imperial Beach shall pay for any and all costs associated with such overtime emergency responses in the manner set forth in Section 4.1(A)(2).
(2) Scope of Field Services. Except a s provided in Article III, Field Services shall include emergency tr ansportation of injured or sick animals, the issuanc e of citat ions fo r violations of state and local laws and ordinances, impounding of strays, investigation of biting inci dents, vicious o r dangerous animals complaints, trapping of animals, investigating h umane complaints, investigating barking dog or anima l noise co mplaints, picking up dead animals, and educating the public about pet responsibility.
(3) Responses to Reque sts for Service. All requests for service will be handled in a reasonable time and manner and based on the priority system set forth below (see Priority Response Chart and Guidelines).
(a) Priority Response Chart.
Type of Service In Progress Not in Progress
Animal Control Services Agreement
Dangerous Animal Threatening Human 1 3
Possible Rabid/Biter Animal at Large 1 3
Major Injury to Animal 1 3
Cruelty to Animal 1 3
Animal Inside Vehicle 1 3
Fighting Animals 1 3
Dog Harassing Livestock 1 3
Sick or Minor Injury to Animal 2 3
Animal Welfare Investigation 2 3
Quarantine Biter Animal 3 N/A
Confined Stay Animal 3 N/A
Field Relinquished Animal 3 N/A
Dog Running at Large 3* 4*
Wild Life N/A N/A
(b) Priority Level Response Guidelines
Level 1 First priority, Officer will respond ASAP*
Level 2 Second priority, Officer will make every effort to respond within 12 hours of receipt
Level 3 Third priority, Officer will make every effort to respond within 24 hours of receipt
Level 4 Fourth priority, Officer will make every effort t o respond within 72 hours of receipt
*During normal business hours an Officer will respond ASAP
(4) Additional Field Services. City shall condu ct the following additional field services as requested.
(a) Special Enforcement. City will conduct special enforcement animal control patrols as needed or as requested by Imperial Beach , provided there are no conflicts with the City's needs. This will include special animal control patrol hours, sweeps and enforcement. All overtime costs for special enforcemen t patrols will be paid in the amount and manner set forth by Section 4.1(A)(2).
(b) Special Events . City will provide Animal Control p ersonnel for scheduled special events as requested, provided there are no conflicts with City's needs. These events will be p erformed on an overtime full recovery basis and all overtime full recovery cos ts for special events will be paid by Imperial Beach.
Animal Control Services Agreement
(5) Livestock. Livestock will be removed under contract with a separate agency chosen by the City . The contra cting agency will be c apable of removing livestock and will provide its own equipment and personnel.
Actual trailering, board and other fees related to livestock will be paid by Imperial Beach.
(B) Shelter Services. City shall provide th e shelter servic es to the residents of Imperial Beach in the manner and type described below:
(1) Shelter Location. Shelter Services s hall be provided at the facility located in the City of Chula Vista at 130 Beyer Way (“Facility”).
(2) Hours of Operation. The Facility hou rs ar e c urrently 10:00am to 5:00pm, Tuesday through Friday, and 10:00am to 4:00pm on Saturday.
The Facility will be closed on Sunday, Monday, and all major holidays.
(a) Changes in Hours of Operation. City shall notify Imperial Beach of changes to Facility hours as soon as practicable in advance of such changes.
(3) Scope of Shelter Services.
(a) General. City shall accept animals to the Facility that are not microchipped, or that have medical or b ehavioral issues, whether microchipped or not. Imperial Beach shall house at its own facility in Imperial Beach all animals that are microchipped and do not have medical or behavioral issues . Exceptions may be made upon mutual, written agreement of the Parties.
(b) Strays. City shall accept strays a t no charge to the Imperial Beach residents.
(c) Relinquishing Animals . Imperial Beach residents may relinquish owned animals to the Facility for euthanasia or adoption as space allows. There is a fee to the customer for the service.
(d) Redeeming Animals . Imperial Beac h residents may r edeem animals from the Facility.
(e) Holding. City agr ees to hold all dogs and cats for the minimum holding period re quired by the California Food and Agricultural Code and other applicable state law. As per applicable state c ode sections, animals with c ommunicable diseases and severe injuries or illness may be euthanized prior to the expiration of the no rmal holding period. Veterinary medical care will be provided as needed for all impounded animals for the duration of their h old p eriod as Animal Control Services Agreement
needed. City w ill attempt to notify owners of identified animals that their animal is in the custody of the Facility and advise them of the holding period. Imperial Beach shall relinquish to City for disposition in accordance with all a pplicable l aws, p olicies or procedures as deemed appropriate by the City Animal Care Facil ity Administrator all animals held in the Facility and not claimed or adopted. Upon payment of all appropriate fees, City will release to the l egal owner, any impounded do mestic animal. Cit y will have discretion without recourse to Imperial Beach to releas e animals under sp ecial circumstances regardless of payment of fees.
(i) No Medical Research. City will not sell or give any live animal to a medical research facility at any time or from any
jurisdiction.
(e) Spaying and Neutering . City will ensure all dogs, cats and rab bits adopted fro m the shelter are spayed or neutered at the time of adoption. Additionally, the Facility will provide the public with low-cost spay/neuter information and assistance. This service is made possible through grants and donations as available.
(f) Spay and Neut er Clinics. City will provide staff and a Spay Neuter vehicle for Spay and Neuter clinics, provided there are no conflicts with city needs.
(g) Licensing. City will provide dog and/or cat licensing to Imperial Beach residents through DocuPet.
(h) Special Events. The City shall hold one special event per quarter in Imperial Beach, either a Health Cli nic or a Microc hip/Vaccine event.
Such special events shall be grant funded or reimbursed at the fee listed in Section 4.1 (D). City will provi de staff for special events provided there are no conflicts with city needs.
(i) Administrative Hearings . City wil l c onduct all imp ound and administrative heari ngs a s required b y law, including Imperial Beach’s Municipal Code. Imperial Beach will provide a he aring officer if City is unable to provide one due to conflicts of interest or prejudice or if the Imperial Be ach Municipal Cod e specifies the hearing officer will be an off icer from Imperial Beach. The fees per Hearing are listed in Section 4.1(E).
(g) Maintenance of Facility . City shall maintain its Facility in a humane manner and shall keep its Facility in a sanitary condition at all times.
All service s fur nished by Ci ty shall be provided in accordance with local laws and the laws of the State of California. City shall use Animal Control Services Agreement
humane methods in the care, euthanizing, and disposition of any animal coming under its jurisdiction.
(C) Administrative Services. City shall provi de the following administrative services.
(1) Meetings. City wi ll provide a representative to attend any Imperial Beach meetings that involve animal control issues upon request and with reasonable notice.
(2) Meet and Confer. A City representative will meet and confer in good faith with an Imperial Beach administrator over oper ational issues associated with the administration of this Agreement.
(3) Reports. City will provide monthly repo rts to Imperial B each. These reports will inc lude the number o f impounds, redemptions, euthanizations, service responses, and adoptions.
(4) Notification. City shall establish a notification policy for its officers with the assistance of Imperial Be ach officials. The po licy shall identify the types of incidents for which City Animal Control will be required to notify designated Imperial Beach officials. Notification shall include the nature, circumstances, and status of the incident. City will also provi de, if requested, copies of all supporting doc uments and inform ation involving the incident. Imperial Beach will provide a list of its designa ted city officials to City a nd the recommended methods to contact the designated individuals.
(5) Testimony. When r equested by Imperial Beach , and at no addit ional cost, City shall make its employees and/or other percipient witness under its control, available for any challenge stemming from the services provided herein (including but not limited to Municipal Code c itations) as needed to testify in a court of l aw, a dministrative or other proceeding.
This duty shall survive the termination of this Agreement.
ARTICLE III. EXCLUDED SERVICES
3.1 Excluded Services. The following services are not included in the Scope of Services covered under this Agreement
(A) Indigenous Animals. City will not trap skunks, opossums, or other indigenous small animals for the purpose of nuisance control . Wildlife will only be handled for purposes of public safety or for humane reasons. Cat traps will be provided and monitored by City. Only dang erous snakes will be removed from private property.
Animal Control Services Agreement
(B) Dead and Injured Animals. Dead animals on private property are the responsibility of the property owner. Sick or injured animals are the responsibility of the animal owner.
ARTICLE IV. IMPERIAL BEACH OBLIGATIONS
4.1 Payment. For the provision of services desc ribed herein, Imperial Beach shall pay the City the following in the amount and manner set forth herein.
(A) Monthly Payments. Commencing on July 1, 2023, Imperial Beach agrees to pay City $31,474 per month for FY 2023/2024 (July 1, 2023- June 30, 2024).
Commencing on July 1, 2024, Imperial Beach agrees to pay City $2 4,927 per month for FY 2024/2025 (July 1, 2024 – June 30, 2025).
(1) Invoices and Payment Date. The City Finance Office intends to submit a quarterly billing invoice to Imperial Beach on or before the 15th day of the month following the billing period. The billed invoice amount shall be due and payable to City within thirty (30) calendar days of the invoice date.
(2) Overtime for Animal Control Officers. Overtime costs for Animal Control Officers accrued in response to reported eme rgencies occurring prior to or after regular patrol or standby hours will be billed on a monthly basis in addition to the regular billing identified in section 4.1 (A). The overtime rate is $60.00 per hour with a minimum of two hours of overtime plus a call back rate of $50 per response.
(3) Redemption Fees . Monthly payments shall be reduced by any Redemption Fees (fees paid by owners if a p et is redeemed) collected under this agreement.
(4) Late Payments. A penalty of five percent (5%) will be assessed on late payments. Additionally, a o ne and one half (1½%) finance c harge per month will be assessed on the original delinquent amount.
(B) Pricing of Contract Extensions. Pricing for contract extensions for each subsequent fiscal year shall be based on an average of Animal Intakes from the preceding year and the estimated cost for Animal Control Services in the coming year.
(1) No later than April 30 each year, the City will notify Imperial Beach of the actual Animal Intakes for the preceding year, and the proposed contract pricing for the upcoming fiscal year.
(2) If Imperial Beach desires to execute an option to extend, it shall notify City in w riting no later than Ma y 31 of each year that it accepts the Animal Control Services Agreement
proposed contract pricing for the up coming fiscal year and, thereby, intends to execute an option to extend the contract for a n additional one (1) year term.
(C) Cat and Dog Spay/Neuter Clinics. As long as th e Facility receives grants and donations fo r monthly low cost spay/neuter clinics, this serv ice will be provided at no cost to Imperial Beach . If grants/donations do not cover monthly clinics Imperial Beach will pay $1,500 per c linic up to 4 cl inics p er year.
(D) Special Events. As long as the Facility receives grants and donations to cover special events, such ev ents will be provided at no cost to Imperial Beach. If grants/donations do not cover quarterly special events, Imp erial Beach will pay up to $2,500 per quarterly special event.
(E) Administrative Hearings. Imperial Beach will pay $500 per hearing if C ity provides the Hearing Officer and $300 per hearing if Imperial Beach provides the Hearing Officer.
4.2 Vehicles and Supplies. City shall provide a vehicle and supplies when responding to an animal control service call. The City shall be the legal and registered owner of the vehicle. City shall maintain ownership and title of the vehicle during the term of the Agreement, including all extensions, and after completion of the Agreement.
4.3 Support Services.
(A) Provision of Data. Imperial Beach shall provide City with a current listing of all animal licenses issued, including permits or licenses for dogs, cats, dangerous dogs or animals, exotic animals, kennels, pet shops, ranches or farms, dog shows, obedience trials and circuses.
(B) Notice of Scheduled Me etings. Imperial Be ach shall notify City at least 72 hours in advance of a ny animal -related issues, which are a nticipated t o be scheduled on an agenda for the City Council or any legislative or administrative body of Imperial Beach when City employees wil l be required to appear.
(C) Police Services. Imperial Beach shall provide all police services necessary to carry out its duties including police backup up on request of a City Animal Control Officer.
(D) Weapons. Imperial Beach shall permit City Animal Control Officers to carry and use tasers and tranquilizer guns within the Imperial Beach city limits while on duty in their animal control uniform
Animal Control Services Agreement
(E) Legal R epresentation. Imperial Beach will provide legal representation in cases of public nuisance, dangerous and potentially dangerous animal cases, and for lawsuits, claims, or litigation pertaining to these cases.
ARTICLE V. FEES
5.1 Fees Charged Imperial Beach Residents. Imperial Beach residents shall be required to pay fees for certain services provided for Animal Care and Control.
(A) Relinquishment and Redempti on. Fees will be charged in accordanc e wit h City's mas ter fee schedule unless otherwise agreed to se parately with Imperial Beach.
5.2 Fee Up dates. On occasion, City may be required to u pdate fees to account for increased costs. As new fees are adopted, f or t he purpose of this Agreement, such fees shall replace those currently in effect.
ARTICLE VI. INDEMNITY
6.1 Imperial Beach to Indemnify. Imperial Beach shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers, employees, agents, and volunteers, from and against any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons in any manner arising out of, related to, or in connection with the destruction of any animal delivered to and accepted by the Facility. In addition, this indemnity provision shall cover any alleged acts, omissions, negligence, or willful misconduct of Imperial Beach, its officials, officers, employees, agents, and volunteers. This indemnity provision, however, does not include any claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees, agents, and volunteers.
6.2 City Duty to Indemnify. City shall indemnify and hold Imperial Beach, its elected officials, employees, officers, agents and representatives harmless for any liability, including but not limited to claims asserted or costs, losses, attorney fees, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions of the City, or its employees, agents, and officers, arising out of any services performed under this Agreement. City’s duty to defend and indemnify shall not extend to any claims or liabilities arising from the sole negligence or sole willful misconduct of Imperial Beach, its agents, officers or employees.
6.3 Costs of Defense and Award. Included in the obligations in Sections 6.1 and 6.2, above, is the Indemnitor’s obligation to defend, at Indemnitor’s own cost, expense and risk, any and all aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Indemnitee, its directors, officials, Animal Control Services Agreement
officers, employees, agents and/or volunteers. Indemnitor shall pay and satisfy any judgment, award or decree that may be rendered against Indemnitee, its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expense and cost incurred by each of them in connection therewith.
6.4 Insurance Proceeds. Indemnitor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Indemnitee, its directors, officials, officers, employees, agents, and/or volunteers.
6.5 Enforcement Costs. Indemnitor shall pay any and all costs Indemnitee incurs enforcing the indemnity and defense provisions set forth in Article VI.
6.6 Survival. Indemnitor’s obligations under Article VI shall survive the termination of this Agreement.
ARTICLE VII. FORCE MAJEURE
7.1 Definition. An Event of Force Majeure means a n occurrence beyond the control and without the fault or negligence of a Party, including but not limited to unusually severe weather, flood, earthquake, fire, lightning, and other natural cat astrophes, acts o f God or the public enemy, war, terrorist act, riot, insurrection, civil disturbance or disobedience, strike, labor dispute, road impediments, expropriation or confiscation of facilities, c hanges of app licable law, laws or orders related t o pandemics, such as COVID -19, or sabotage of facilities, so lon g as such Party makes g ood faith and reasonable efforts to remedy the del ays or failures in performance caused thereby.
7.2 Force Majeure. City shall be excused for any delay or failure to perform its duties and obligations under this Agreement to the e xtent that such fail ure or delay is caused by an Event of Force Majeure as set forth in section 7.1. Delay or failure in performance by a Party which is the result of an Event of Force Majeure set forth in section 7.1 shall be deemed excused for a period no longer than the d elay or failure in performance caused by such Event.
City reserves the right, at its sole discretion, to temporarily susp end, change a nd resume the type and frequency of s ervices provided to comply with Federal, State, County and City laws or orders in re sponse to an Event of Force Majeure.
Examples of cha nged or limited services include but are not limited to closing the shelter to the public or offering essential service s by appointment only, such as identifying a lost pet, and suspe nding in -person serv ices su ch as vaccinations, licensing, owner surrender s, microchipping, trap rental, and spay -neuter services.
Resources and staffing al lowing, City will make reasonable eff orts to educate t he public of service changes through its webpag e and social media p latforms, as well as to provide services such as adop tions and licensing through its website or by email.
Animal Control Services Agreement
7.3 Notice. City shall gi ve written notice to Imperial Beach as soon after beco ming aware of the delay or failure in performance caused by an Event of Force Majeure as is reasonably possible, but in any event within five (5) working days after City becomes aware of such delay or failure.
7.4 No Adjustments. No Even t of Force Majeur e shall be a basis for monetary adjustment to amounts payable under this Agreement.
ARTICLE VIII. TERMINATION OF AGREEMENT
8.1 Termination for Convenience. Either Party may terminate this Agreement at any time and for any reason, by g iving specific written notice of such termination and specifying the effective date thereof at least ninety (90) days before the effectiv e date of such termination. If the Agreement is terminated by Imperial Beach as provided for in this paragraph, City sh all be entitled t o receive just and equitable compensation for all se rvices performe d p rior to the effective date of such termination.
8.2 Termination for Cause. If, through any cause, either party shall substantially fail to fulfill in a timely and prop er ma nner any obl igation under this Agreement, or violate any of its covenants, agreements or conditions, the Party not in breach shall have the right to terminate this Agreement by giving written notificat ion of such termination and specifying the effecti ve date thereof a t least five (5) days before termination. If the Agr eement is termi nated by Imperial Beach as provided for in this paragraph, City shall be entitled to receive just and equitable compensati on for all services performed prior to the effective date of such termination.
ARTICLE IX. NOTICES
9.1 Method of Notif ication. All notices and demands shall be given in writing by personal delivery or first -class mail, postage prepaid, addressed to th e Administrator, or his/her designee, designated below for the respective party.
9.2 Designation and Contact Information . The following, including their respective addresses, are hereby designated as Administrators for the purposes of this Agreement only:
(A) City of Chula Vista
City Manager, and/or his/her designee
276 Fourth Avenue
Chula Vista, CA 91910
(B) City Imperial Beach
City Manager, and his/her designee
825 Imperial Beach Blvd.
Imperial Beach, CA 91932
Animal Control Services Agreement
9.3 Changes. If the Administrator, designee or addre ss of either party changes, notice of the change shall be sent to the other party. After the receipt of the notice of change, all fu ture notices or demands shall be sent as r equired by the notice of change.
ARTICLE X. MISCELLANEOUS PROVISIONS
10.1 Headings. All article headings are for co nvenience only and shall not affect the interpretation of this Agreement.
10.2 Gender & Numb er. Whenever the context requires, the use herein of (i) the neuter gender includes the masculine and the feminine genders a nd (ii) the singular number includes the plural number.
10.3 Reference to Paragraphs. Each reference in this Ag reement to a secti on refers, unless otherwise stated, to a section this Agreement.
10.4 Incorporation of Recitals and Exhibits. All recitals herein and exhibits attached hereto a re in corporated i nto this Agreement and are made a part hereof.
10.5 Covenants and Conditions. All provisions of this Agreement expres sed as either covenants or conditions on the part of the City or Imperial Beach shall be deemed to be both covenants and conditions.
10.6 Integration. This Agreement and any exhibits or references incorporated i nto this Agreement fully express all unders tandings of the Parties concerning the matters covered in this Agreement. No change, alteration, or modification of the terms or conditi ons of this Agreement, and no verbal understanding of the Parties, their offi cers, agents, or employees shall be valid u nless made in the form of a written change agreed to in writing by both Parties or an amendment to this Agreement agreed to by both Parties. All prior negotiations and agreements are merged into this Agreement.
10.7 Severability. In the event that any p hrase, clause, paragraph, section or other portion of this Agreement shal l become illegal, null or void, or against pub lic policy, for a ny reason, or shall be held by any court of competent jurisdic tion to be ille gal, null or void, against public policy, o r otherwise unenforceable, the remaining portions of this Agreement shall not be a ffected and shall remain in force and effect to the fullest extent permitted by law.
10.8 Drafting Ambiguities. The Parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and the decision of whether or no t to seek advice of counsel with respect to this Agreement is a dec ision that is the sole Animal Control Services Agreement
responsibility of each Party. This Agreement shall not be construed in favor of or against either Party by reason of the extent to which each Party p articipated in the drafting of the Agreement.
10.9 Conflicts Between Terms. If an apparent conflict or inconsistency exists between the main body of this Agreement and any exhibits, the main body of this Agreement shall control. If a conflict exists bet ween an applicable federal, state, or local law, rule, regulation, order, or co de an d this Agr eement, the law, rule, regulation, order, or code shall control. Varying degrees of stringency among the main body of this Agreement, the exhibits, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most stringe nt requirement shall control.
Each Party shall notify the other immediately upon the identification of any apparent conflict or inconsistency concerning this Agreement.
10.10 Compliance With L aw. The parties shall, at their sole cost and expense, comply with all the r equirements of municipal, state, and federa l authorities now in effect or which may hereafter be in effect related to this Agreement.
10.11 Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. This Agreement shall be deemed made and entered into in San Diego County, California.
10.12 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the pro cedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are i ncorporated by this reference as if fully s et forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Imperial Beach shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement
10.13 Fees. In the event any action or proceeding shall be instituted i n connection with this Agreement, including wi thout limitation the enforcement of any indemnification obligation contained herei n, the losin g Party shall pay to the prevailing Party a reasonable sum for attorneys' fees and costs incurred in bringing or def ending such action or proceeding and/or enforc ing any judgment granted.
10.14 Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or s tate courts located in San Diego County, State of California, and if applicab le, the City of Chula Vista, or as close thereto as pos sible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista.
Animal Control Services Agreement
10.15 Municipal Powers. Nothing contained in this Agreement shall be construed as a limitation upon the powers of th e City as a chartered city of the State of California.
10.16 Assignment. Imperial Beach shall not assign this Agr eement or any right or privilege hereunder to any Party without the express written consent of the City.
Consent to an assignment by the City shall not be deemed to be consent to any subsequent assignment. Any such assignment without such consent shall be void.
10.17 No Waiver. No failure of either Party to insist upon the strict performance by the other Party of any covenant, t erm or condition of this Agreement, nor any failure to exercise any right or remedy consequent upon a breach of any covenant, term, or condition of this Agreement, shall constitute a waiver of any such breach of such covenant, term or condition. No waiver of any default hereunder shall be implied from any om ission to take any action on account of such default. The consent or app roval to or of any act requiring consent or ap proval shall not be deemed to waive or render unnecessary future consent or approval for any subsequent similar acts. No waiver of any br each shall affect or alter this Agreement, and each and every covenant, c ondition, and term hereof shall continue in full force and effect to any existing or subsequent breach.
10.18 Additional Rights. No rights other than those specifically identified herein shall be implied from this Agreement.
10.19 Cumulative Remedies. All rig hts, options, and remedies of City co ntained in this Agreement shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and City shal l have the right to pursue any one or all of such remedies or to seek dam ages or specific performance in the event of any breach of the terms hereof or to pursue any other remedy or relief which may be provided by law or equity, whether or not stated in this Agreement.
10.20 Independent Contractor. Unless otherwise stated in this Agre ement, all persons employed in the pe rformance of serv ices and functions for Imperial Beach under this Agreement shall be City empl oyees, agents, or contractors thereof. No Imperial Beach employee shall perform services or functions that City is o bligated to provide under this Agreement. All City employees wh o are employed by City to perform the services pursuant to this Agr eement shall be entitled solely to the rights and pri vileges given to City employees and shall not be entitled, as a result of providing services pursuant to this Agreement , to any additional rights and privileges given to Imperial Beach employees. Imperial Beach shall not be liable for the direct payment o f any salaries, wages, or the compensation to City personnel, agents, or contractors performing services pursuant to th is Ag reement, or any liability other than that provided for in this Agreement. Unles s specified o therwise, Imperial Beach shall not be li able for compensation or indemnity to any City employee, agent, or contra ctor for injury Animal Control Services Agreement
or sickness or any other claim s arising out of his or her employment. City is an independent contractor, and no ag ency relationship, either expressed or implied, is created by the execution of this Agreement.
10.21 Good Faith. The Parties promise to use their best efforts to satisfy all conditions to this Agreement and to take all further steps and execute all furth er documents reasonably necessary to put this Agreeme nt into effect. Both Parties agree to meet and confer in good faith with City's A nimal Care Facility Administrator regarding operational matters upon request.
10.22 Signing Authority. The representati ve for eac h Part y signing on behalf of a corporation, partnership, joint venture or governmental entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the othe r Party or Parties hereto harmless if it is later determined that such authority does not exist.
CITY OF CHULA VISTA
Date:
Approved as to form:
______________________________ ________________________________ Jill D.S. Maland Maria V. Kachadoorian
Lounsbery Ferguson Altona & Peak City Manager
Acting City Attorney
CITY OF IMPERIAL BEACH
Date:
Approved as to form:
______________________________ ________________________________ Jennifer M. Lyon Tyler Foltz
City Attorney City Manager
Attest:
________________________________
Jacqueline M. Kelly, MMC
City Clerk