ESBD_File_350624_Animal Boarding Contract.docx

Animal Boarding Services Contract between the City of Windcrest And __________ This Agreement is made by and between the City of Windcrest, Texas (the “City”) a Texas Municipal Corporation, and _______________ (the “Contractor”) (collectively, the “Parties”) for the purpose of providing boarding and kenneling services to the City.

Whereas the Contractor operates an animal shelter facility located at ___________________, ___________, Texas, in Bexar County, to house stray, unwanted or abandoned animals (the “Facility”); and Whereas the City has need of a facility to house animals it takes in possession of throughout the City pursuant to City Ordinance after such animals have been abandoned, seized, or are considered strays as defined by the City’s animal control ordinance; and Whereas the Parties have agreed to the execution of this Agreement for the purpose of the Contractor providing such services; now therefore.

Now therefore, for and in consideration of the mutual covenants herein expressed, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Article I Contract Formation Animal Shelter Services. The Contractor shall provide animal shelter and kenneling Services (hereinafter defined) on an as-needed basis for the boarding of animals seized by the City under various authorities, including but not limited to, the animals being abused, the animals being abandoned, the animals being designated as dangerous or aggressive, etc.

Initial Term. This Agreement shall be effective on the date it is finally executed by the Parties, and shall expire on the first anniversary of its effective date (the “Initial Term”) unless extended by mutual agreement of the Parties in accordance with Paragraph 1.3 or Terminated in accordance with Paragraph 1.4.

Renewal. This Agreement may be extended for two additional one-year periods (each a “Renewal Term”) by mutual agreement of the parties. Such Renewal Terms shall be effective only if agreed to in writing at least 60 days prior to the expiration of the Initial Period or a currently-effective Renewal Term, as applicable.

Termination. Either party may terminate this Agreement, with or without cause, by providing written notice of such termination to the other Party. Such termination shall be effective on the forty fifth (45th) day after the delivery of such written notice of termination.

Article II Services Provided by Contractor Animal Boarding Services. The Contractor shall provide the following animal boarding services (the “Services”) to the City.

(a) Accept and board all animals presented by the City (the “City Animals”) at any given time, including peak and holiday times on an as-needed basis for the boarding of animals seized by the City under various authorities, including but not limited to, the animals being abused, the animals being abandoned, the animals being designated as dangerous or aggressive, etc.

(b) Hold City Animals up to 180 days, unless adopted out by Animal Control Officer or placed in foster/rescue service by the Contractor after the 7-day holding period.

(c) Accept ownership of a City Animal that has not been adopted or permanently placed in foster or rescue after the expiration of the 180-day placement.

(d) Provide a quarantine process for City Animals when needed.

(e) Evaluate the medical and emotional condition of City Animals placed in the vendor’s care, and provide notice to the Animal Control Officer.

(f) Provide quality food, water, medications, and other supplies, such as blankets, toys, and equipment needed to help give each City Animal the best chance at being adopted out of the facility.

Optional Services. The Contractor will be compensated a flat rate of $650.00 for each City Animal that is permanently placed with foster or rescue service providers by the Contractor or adopted out of the Facility through the efforts of the Contractor less than 45 days after initial placement by the City. The Contractor will be compensated a flat rate of $300.00 for each City Animal that is permanently placed with foster or rescue service providers by the Contractor or adopted out of the Facility through the efforts of the Contractor 45 days or more, but less than 90 days after initial placement by the City.

Insurance. The Contractor shall maintain during the term of this agreement the following insurance.

(g) Types and Amounts of Insurance.

(i) Commercial General Liability: $1,000,000.00 combined single limit per occurrence for Fire Damage, Medical Expenses, Personal & Advertising Injury, General Aggregate and Products–Completed Operations Aggregate. This policy shall have no coverage removed by exclusions.

(ii) 2. Automobile Liability: $500,000.00 combined single limit per accident for bodily injury and property damage. Coverage should be provided as a "Code 1," any auto.

(iii) Worker's Compensation and Employers' Liability: Statutory. Employers Liability policy limits of $500,000.00 for each occurrence, $500,000.00 Aggregate - Disease.

(h) The City be named as an additional insured on the Commercial General Liability and Automobile Liability Insurance policies. These insurance policies shall contain the appropriate additional insured endorsement signed by a person authorized by the insurer to bid coverage on its behalf.

(i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice has been provided to the City. If the policy is canceled for non-payment of premium, only ten (10) days’ notice is required.

(j) Insurance is to be placed with insurers with an AM Best rating of no less than “A.” The company must also be duly authorized to transact business in the State of Texas. Bidders can check their insurance provider’s AM Best rating online at https://web.ambest.com/home.

(k) Workers' Compensation and Employers' Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, and volunteers for losses arising from the activities under this contract.

(l) Certificates of Insurance and Endorsements effecting coverage required by this clause shall be forwarded to:

City of Windcrest Finance Department/Purchasing 8601 Midcrown Dr.

Windcrest, TX 78239

(m) Insurance Certificate must be submitted and issued with the City listed as the certificate holder.

(n) Cancellation Policy must read as follows:”"Should any of the above described polices be cancelled before the expiration date thereof, the issuing insurer will mail a 30 days written notice to the certificate holder named to the left.”

Inspections. The Contractor shall allow unannounced on-site inspections of the Facility by City employees during normal business hours. Such inspections may include any operational area of the Facility, and any records related to the care, cost, placement, or disposition of City Animals.

Reports. The vendor shall issue written weekly work reports on company letterhead or printed company work reports. Such reports shall be delivered to the City in accordance with the Notice requirements of Paragraph 4.1, below, and shall include at least the date of the report, the number of City Animals currently in care of the Facility, an itemized list of costs incurred for the care of each City Animal in the Facility, an itemized list of recommendations to improve the likelihood of adoption, if any, for each City Animal in the Facility, the disposition of any City Animal adopted, permanently placed with foster or rescue service providers, or transferred to the ownership of the Contractor.

Periodic Meetings. The Contractor shall attend and actively participate in meetings scheduled by employees of the City either on-site at the Facility or in the offices of the City to discuss modifications required to meet short term as well as long-term objectives and goals of the City related to animal control issues in the City.

Complaint Handling. Any complaints forwarded to the contractor by the City of Windcrest Police Department should be resolved within twenty-four hours. Procedures for resolving complaints shall include at least contact with the complainant and responding to the City in writing with a summary of the contact communication and a list of the steps (if any) taken to resolve the complaint.

Invoices. The Contractor shall invoice the City no less often than monthly for the Services. Invoices shall be submitted in writing to the Windcrest City Hall, Attn: Finance Department/Purchasing, 8601 Midcrown Dr., Windcrest, TX 78239, due and payable no earlier than 30 days after the invoice date.

Article III City Obligations Prompt Payment. The City will make prompt payments in response to Contractor’s invoices according to Tex. Gov’t Code Chapter 2251. Reimbursable expenses are not anticipated under the Agreement. If City disputes items in Contractor invoice for any reason, including the lack of supporting documentation, City may temporarily delete the disputed item and pay the remaining amount of the invoice. City may withhold payment in whole or in part for goods or services found by the City to be defective, untimely, unsatisfactory, or otherwise not conforming to this Agreement, or not in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations.

Article IV Miscellaneous Notice. Except as otherwise provided in this Agreement, all notices, requests and other communications that a party is required or elects to deliver under the Agreement shall be in writing and shall be delivered personally, or by facsimile or electronic mail (provided such delivery is confirmed), or by a recognized overnight courier service or by United States mail, first-class, certified or registered, postage prepaid, return receipt requested, to the other party at its address set forth below or to such other address as such party may designate by notice given pursuant to this section:

(a) If to the City:

City Manager Windcrest City Hall 8601 Midcrown Dr.

Windcrest, Texas 78239

(b) If to the Contractor:

Indemnification. Contractor shall be responsible for all damage to property, injury to persons, and loss, expense, inconvenience, and delay which may be caused by, or result from, the conduct of work under this Agreement, or from any act, omission, or neglect of Contractor, its subcontractors, or employees. Contractor shall save, defend, indemnify, and hold harmless the City and its officers, agents, or employees from all claims, suits, and actions of any nature resulting from or arising out of the activities or omissions of Contractor or its subcontractor’s, officers, agents, or employees acting under this Agreement.

Independent Contractor. The service(s) to be rendered under this Agreement are those of an independent contractor. Contractor is not to be considered an agent or employee of the City for any purpose, and neither Contractor nor any of Contractor’s agents, subcontractors, or employees, are entitled to any of the benefits that City provides for its employees. Contractor will be solely and entirely responsible for its acts and for the acts of its agents, subcontractors, or employees, during the performance of this Agreement. Contractor (along with any of its employees, subcontractors, and/or agents): (1) is engaged as an independent contractor and will be responsible for any Federal or State taxes applicable to any payments from City; (2) will not be eligible for any Federal Social Security, State Workers’ Compensation, or unemployment insurance; and (3) is not an officer, employee, or agent of the City and will not be under the direction and control of Company.

Access to Records. Contractor shall maintain books, records documents, and other evidence and accounting procedures and practices sufficient to reflect properly all costs of whatever nature claimed to have been incurred and anticipated to be incurred in the performance of this Agreement. City and its duly authorized representatives shall have access to the books, documents, papers, and records of Contractor which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, and transcripts. Such books and records shall be maintained by Contractor for three years from the date of Agreement expiration unless a shorter period is authorized in writing. Contractor is responsible for any audit discrepancies involving deviation from the terms of this Agreement and for any commitments or expenditures in excess of amounts authorized by City.

Use of City Name or Logo. Contractor agrees not to use the name, logo, or any other marks (including, but not limited to, colors and music) owned by or associated with the City or the name of any representative of the City in any sales, promotion work, advertising, or any form of publicity, without the written permission of the City in each instance.

Compliance With Applicable Law. Contractor agrees to comply with all federal, state, county, and local laws, ordinances, and regulations applicable to the work to be done under this Agreement. Contractor specifically agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations. Failure or neglect on the part of Contractor to comply with any or all such laws, ordinances, rules, and regulations shall not relieve Contractor of these obligations nor of the requirements of this Agreement.

Assignment. This Agreement is not assignable by either party without the written consent of the other.

Governing Law and Venue. The law of the State of Texas shall govern the validity, interpretation and performance of this Agreement, and this Agreement shall be considered performed in Bexar County.

Entirety. This Agreement is the entire agreement concerning the terms and conditions under which the services defined herein will be performed.

Prior Matters. This Agreement, along with any exhibits made a part hereof, represents the entire agreement between the City and the Contractor and supersedes all prior negotiations, representations or agreements, either written or oral. Any different or additional terms and conditions Contractor may have provided in any documents outside of this Agreement and any exhibits clearly incorporated by reference herein shall be of no force or effect.

Amendment. Except as may be expressly set forth elsewhere in this Agreement, no attempted amendment, modification, waiver or release of this Agreement’s obligations shall be binding unless a writing exists that (a) identified the amended, modified, waived, or released obligation, (b) describes the nature of the amendment, modification, waiver or release, and (c) is duly approved by each party executed by each party’s authorized representative.

Severability of Provisions. If any part of this Agreement contravenes any applicable statues, regulations, rules, or common law requirements, then to the extent and only to the extent of such contravention, such part shall be served from this Agreement and deemed non-binding while all other parts of this Agreement shall remain binding.

Headings. The headings, sub-headings, and other subdivisions of this Agreement are inserted for convenience only. The Parties so not intend them to be an aid in legal construction.

Counterparts Permitted. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed an original of this Agreement.

Electronic Signatures. This Agreement may be executed electronically or otherwise in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same Agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals.

Statutory Provisions.

(c) Certificate of Interested Parties Texas Ethics Commission (TEC) Form 1295. Section 2252.908 of the Texas Government Code states that the City may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties form (“TEC Form 1295”) to the City at the time the business entity submits the signed contract to the City. TEC Form 1295 is required when any contract with the City meets the following: (a) Requires an action or vote by the City’s governing body before the contract may be fully executed, or (b) Has a value of at least $1 million. If TEC Form 1295 is required, then Contractor must complete TEC Form 1295 electronically with the Texas Ethics Commission using the online filing application, print the form, and email a copy to the City. Contractor may visit the Texas Ethic’s Commission Website for additional information and online filing instructions at: https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.

(d) Comptroller’s List. In accordance with Chapter 2252 of the Texas Government Code, Contractor warrants and represents that its name is not included on the list maintained by the Texas State Comptroller of companies known to have contracts with or to provide supplies or services to a foreign terrorist organization unless the United States government has excluded the company from its federal sanctions regime relating to Sudan, its federal sanctions regime relating to Iran, or any federal sanction relating to a foreign terrorist organization.

(e) Subchapter J, Chapter 552 Texas Government Code. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Agreement and Contractor agrees that this Agreement can be terminated by City if Contractor knowingly or intentionally fails to comply with a requirement of that Subchapter. City incorporates by this reference any requirements applicable to Contractor found in Subchapter J, Chapter 552, Texas Government Code, including but not limited to Texas Government Code Section 552.372 (a)(1), (2) and (3).

(f) Prohibition on Boycott of Israel. In the event Contractor is a company with ten (10) or more full-time employees, and the Agreement value is $100,000 or more for goods or services, then by execution of this Agreement, Contractor verifies that it: 1) Does not boycott Israel; and 2) Will not boycott Israel during the term of the Agreement. For the purposes of this clause, “company” has the meaning assigned by Texas Government Code § 808.001, except that the term does not include a sole proprietorship.

(g) Prohibition on Discrimination Against Firearm and Ammunition Industries. In the event Contractor is a company with ten (10) or more full-time employees, and the Agreement value is $100,000 or more for goods or services, then by execution of this Agreement, Contractor verifies that it: 1) Does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and 2) Will not discriminate against a firearm entity or firearm trade association during the term of the Agreement. For the purposes of this clause, “company” means a for-profit organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or associations that exists to make a profit. The term does not include a sole proprietorship.

(h) Prohibition on Contracts Related to Critical Infrastructure with Certain Countries. In accordance with Texas Government Code § 2274.0102, by execution of this Agreement, Contractor verifies that neither it nor its parent company, nor any affiliate of Contractor or its parent company is: 1) Majority owned or controlled by citizens or government entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code § 2274.0103; or 2) Headquartered in any of those countries.

(i) Fiscal Funding. City is a political subdivision of the State of Texas. City shall have the right, upon the failure of the City Council to appropriate finances to meet the terms and obligations herein, to terminate this Agreement as of the effective date of such lack of fiscal funding. City shall (i) give Contractor written notice of the exercise of such option immediately upon City’s receipt of notice of such non-appropriation but in no event later than thirty (30) days prior to the Termination Date, (ii) provide Contractor with written evidence of such non-appropriation; and (iii) pay all amounts due under the Agreement through and including the Termination Date. Upon satisfaction of all of the foregoing conditions, the Agreement shall forthwith terminate.

(j) Prohibition on Boycott of Energy Companies. In the event Contractor is a company with ten (10) or more full-time employees, and the Agreement value is $100,000 or more for goods or services, then by execution of this Agreement, Contractor verifies that it: 1) Does not boycott energy companies; and 2) Will not boycott energy companies during the term of the Agreement. For the purposes of this clause, “company” has the meaning assigned by Texas Government Code § 809.001, except that the term does not include a sole proprietorship.

IN WITNESS WHEREOF this Contract has been executed on this day, the ___________________.

CITY OF WINDCREST CONTRACTOR

Print Name

ATTEST:

Rachel C. Dominquez, City Secretary

APPROVED AS TO FORM:

Ryan S. Henry, City Attorney