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Res 129-2014 11/18/2014 RESOLUTION NO. 129-2014 Resolution authorizing the City Manager to execute a contract with the Humane Society of Wichita County for Animal Adoption Services WHEREAS, the City of Wichita Falls Animal Services Center meets the public’s demand for intake, holding and sheltering of animals running at large or dropped off by citizens of Wichita Falls, Texas; and , WHEREAS, the Humane Society of Wichita County currently operates animal shelteri ng and adoption facilities; and, WHEREAS, the City of Wichita Falls and the Humane Society of Wichita County desire to continue an agreement which allows for the maximum number of animals to be adopted in an efficient manner, and to improve coordination of animal services for the community. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: The City Manager is hereby authorized to execute the attached services agreement between the City of Wichita Fall s, Texas and the Humane Society of Wichita County, with exhibits to the agreement and such changes to the agreement as are approved by the City Attorney. PASSED AND APPROVED this the 18th day of November, 2014. ______________________________ M A Y O R ATTEST: ____________________ City Clerk SERVICES AGREEMENT BETWEEN THE CITY OF WICHITA FALLS, TEXAS AND THE HUMANE SOCIETY OF WICHITA COUNTY WHEREAS, the City of Wichita Falls, Texas is attempting to meet the public’s demand for animal intake, holding and sheltering of animals running at large or dropped off by citizens of Wichita Falls, Texas, and; WHEREAS, the Humane Society of Wichita County currently operates animal sheltering and adoption facilities, and; WHEREAS, the City of Wichita Falls and the Humane Society of Wichita County desire to establish responsibilities of the City and the Humane Society to ensure that animal services are provided in an efficient manner, without redundancies, and to improve coordination of animal services for the community. THIS AGREEMENT is made as of this 18th day of November 2014 by and between the City of Wichita Falls, Texas ("City"), and the Humane Society of Wichita County, a Texas not-for-profit corporation ("Society"). The purpose of this document is to enhance and improve the animal services it provides to the Wichita Falls community. To that end, the parties agree as follows: ARTICLE I TERM Section 1.1 Terms. Subject to the provisions contained herein, the term of this Agreement shall be for a period of one year, commencing on December 01, 2014 and terminating on November 30, 2015. Section 1.2 Options to Extend. If both City and Society agree, this Agreement may be extended for additional one -year periods under the same terms and conditions as contained herein. ARTICLE 2 ACCESS TO PREMISES Section 2.1 City agrees to give Society access during City’s normal business hours to animals located in the City’s Animal Reclaim Center located on Hatton Road as necessary to allow Society to perform its adoption services duties pursuant to this Agreement. Section 2.2 City agrees to make available for Society’s use, the City’s freezer and euthanasia facilities. Use of this equipment and premises shall take place during normal business hours or as agreed to by both parties. Society shall only be authorized to use City’s euthanasia facility so long as it holds a valid DEA license and follows the American Veterinary Medical Association guidelines on euthanasia. Section 2.3 Society shall provide, at its expense, all medicines, drugs, and other supplies necessary to utilize City’s equipment. The euthanasia room shall be left in the same condition it was found prior to Society use. Section 2.4 If the need arises after normal business hours to perform an emergency euthanasia the Animal Control officer on call will be notified and will meet the Society on site. ARTICLE 3 DUTIES AND RESPONSIBILITIES Section 3.1 Society’s duties in providing adoption services: 3.1.1 Society shall operate its animal adoption services, which shall inc lude selection, kenneling, and adopting out of animals for which it has responsibility, at a minimum, thirty-two hours per week during reasonable business hours subject to scheduling adjustments due to holidays, special events, or observances. 3.1.2 Society shall operate its animal adoption services in a professional manner that will exemplify the highest standards of quality, customer service, and decorum under the terms and conditions of this Agreement, and will endeavor to comply with the Asilomar Accords. Society will use its best efforts to promote the adoption services for the duration of the term of this Agreement. 3.1.3 Society shall select adoptable animals from the City’s intake and holding facilities and shall be solely responsible for transporting animals from City facilities to the Society’s adoption facilities. 3.1.4 Society shall select adoptable animals from the City so long as Society has available space dedicated to City animals, Society may select for adoption all dogs and cats from the City’s intake and holding facilities based on the following criteria. A. Society shall first select all adoptable HH Healthy animals. Society will use its knowledge and experience in the adoption business and will act reasonably and in good faith in determining which HH Healthy animals are adoptable. B. Animals shown to City to be TM Treatable Manageable shall be selected by Society at Society’s discretion. D. Animals shown to City to be UU Unhealthy and Untreatable may not be selected by Society for adoption. 3.1.5 Society shall be responsible for the cost of vaccinations, spay/neutering, and other treatment expenses for all animals selected for adoption. 3.1.6 Society shall work toward the ultimate goal of ending the euthanasia of healthy and treatable animals. 3.1.7 Society shall obtain a Wichita Falls Kennel permit. The permit fee is waived throughout the duration of this Agreement. Society shall comply with all local, state, and federal laws that govern animal adoptions, animal welfare, and related facilities. 3.1.8 Society shall provide its adoption services as an independent contractor. 3.1.9 Society shall provide upon written request any data contained in Exhibit A. Section 3.2. City’s duties: 3.2.1 City shall intake animals running at large within the city limits of the City of Wichita Falls and any animals brought to the City’s Animal Reclaim Center from the public who reside within the city limits of Wichita Falls. The City may also choose to accept animals needing shelter from other go vernmental units under separate agreement with those governmental entities. Section 3.3. Joint duties: 3.3.1 Both parties agree to develop and implement a comprehensive information and education program for the citizens of Wichita Falls relating to animal welfare. During the development of this joint educational program, the parties will have joint editorial control over the content. 3.3.2 Both parties will provide such personnel as may be necessary to carry out their respective duties and responsibilities outlined in this agreement. Both parties also agree that personnel will work together in an effort to improve the animal services offered to the community. Should either party have any problem or concern with any employee of the other entity, the party concerned should contact the shelter manager/administrator of the other entity to express their concerns. If the party concerned is not satisfied with the response or resolution to the problem, contact should be made to either the Director of Health or the Chairman of the Humane Society, whichever is applicable. However, it is understood that each party is ultimately responsible for conducting investigations into employee conduct and determining the appropriate employee discipline for employees under their control. ARTICLE 4 COMPENSATION For the services provided by the Humane Society, City shall pay to Society $7,500. Payment shall be made in 12 equal monthly payments of $625. ARTICLE 5 COMPLIANCE WITH LAW Society shall comply with all governmental laws, ordinances, and regulations applicable to animal adoption services. Society shall promptly comply with all governmental orders and directives for the correction, prevention, and abatement of nuisances in or upon, or connected with the services discussed in this Agreement. ARTICLE 6 INSURANCE Section 6.1 Society shall, at its sole cost and expense, during the entire term hereof, keep in full force and effect or cause to be kept in full force and effect a policy of Commercial General Liability Insurance ("Liability Insurance"). Society shall cause the City to be named as an additional insured on such Liability Insurance. The minimum acceptable limits for Society’s Liability Insurance shall not be less than the greater of Five Hundred Thousand dollars ($500,000) combined single limit coverage for bodily injury, personal injury and property damage, or the legislative cap imposed on municipalities under the Texas Tort Claims Act, as amended, or through legislation of similar effect. Section 6.2 With respect to all policies of insurance which Society is required to acquire and maintain under this Agreement, Society shall deliver to City, on or prior to the signing and execution of this Agreement, a certificate of insurance containing a 30 day notice of cancellation, material modification, or failure to renew clause benefiting City, and Society shall thereafter provide City a new certificate of insurance upon each renewal of such policies. Such policies shall be issued by nationally recognized insurance companies qualified under the laws of the State of Texas to insure the risks covered by such policies. Such policies may be subject to a commercially reasonable deductible. ARTICLE 7 ASSIGNMENT Society is not authorized to sell or assign its interests in this Agreement without the prior written consent of City ARTICLE 8 MISCELLANEOUS Section 8.1 Non-Discrimination. Society agrees, for itself and its successors and assigns, that it shall not discriminate against any person or group thereof upon the basis of race, color, religion, age, sex, ancestry, disability, or national origin in its use or occupancy of the Leased Premises. Section 8.2 Entire Agreement. This Agreement, and the Exhibits and Riders, if any, attached hereto and forming a part hereof, set forth all the co venants, promises, agreements, conditions and understandings between City and Society. Section 8.3 No Partnership. City does not, in any way or for any purpose, become a partner of Society in the conduct of its business, or otherwise, or joint venturer or a member of a joint enterprise with Society. Section 8.4 Notices. Any notice pursuant hereto shall be given in writing by (a) personal delivery, or (b) expedited delivery service with proof of deliver, or (c) United States Mail, postage prepaid, registered or certified mail, return receipt requested, sent to the intended addressee at the address set forth below, and shall be deemed to have been given either at the time of personal delivery or, in the case of expedited delivery service or mail, as of the d ate of first attempted delivery at the address. Any such notices may be under the signature of the City’s or Society’s (as the case may be) agent, attorney, or representative. Society’s Address: Humane Society of Wichita County Attn: Executive Director P.O. Box 3648 Wichita Falls, Texas 76301 City’s Address: City of Wichita Falls Attn: Lou Kreidler, Director of Health 1700 Third Street Wichita Falls, Texas 76301 Section 8.5 Captions and Section Numbers. The captions, section numbers, article numbers and index appearing in this Agreement are inserted only as a matter of convenience. Section 8.6 Partial Invalidity. If any term, covenant or condition of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of the Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. Section 8.7 Gender. The use of the neuter gender herein shall include the masculine or feminine gender, and the plural shall also include the singular, or vice versa. Section 8.8 Attorney Fees. If any action at law or in equity is necessary to enforce this Agreement, each party agrees to pay its own attorney’s fees and will not seek to recover its attorney’s fees from the other party. Society understands that pursuant to TEXAS LOCAL GOVERNMENT CODE §271.153(a)(3), the total amount of money awarded in an adjudication brought against a governmental entity for breach of contract includes reasonable and necessary attorney’s fees that are equitable and just. Society expressly waives its statutory rights to recover attorney’s fees as outlined in §271.153(a)(3). Section 8.9 Governing Law. The laws of the State of Texas shall govern this contract, and all obligations hereunder of the parties are performed in Wichita County Texas. Section 8.10 Indemnification. Society shall indemnify and hold harmless City, its Agents and Employees from and against all claims, damages, losses and expense (including, but not limited to, attorney’s fees), arising out of or resulting from the performance of this contract, sustained by any person or persons, provided that any such claim, damage, loss or expense is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of property caused by the tortious act or negligent act or omission of Society or its agents, employees or subcontractors. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. City of Wichita Falls Attest: By: ____________________________ Darron Leiker, City Manager __________________________ City Clerk Approved as to Form: _________________________ City Attorney Wichita County Humane Society By: ______________________________ Marvin Peevey EXHIBIT A REPORTING DATA  Total number of dogs handled quarterly  Total number of cats handled quarterly  Total number of dogs adopted  Total number of cats adopted  Number and type of inspection (State or City) violations, if any  Copy of Society’s annual IRS 990 to be provided in accordance with Society’s existing annual audit reporting schedule.