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HomeMy WebLinkAboutC2022-196 - 8/24/2022 - NA ANIMAL CARE SERVICES REIMBURSEMENT AGREEMENT PEOPLE ASSISTING ANIMAL CONTROL (PAAC) This Animal Care Services Reimbursement agreement(the "A2reement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation(the "City"), and People Assisting Animal Control (PAAC), a 501 (c)(3) non-profit organization (the"Clinic"). Recitals WHEREAS,the Animal Care Services Department of the City of Corpus Christi strives to provide a healthy and safe environment for all animals including strays, unwanted or homeless animals as well as injured animals brought to its shelter; and WHEREAS, various non-profit partner organizations are comprised of dedicated volunteers who have developed and implemented successful programs to facilitate in the care of owned, stray, abandoned, and relinquished animals; and, WHEREAS, utilizing this partner, PAAC will provide flea and tick treatment, heartworm treatment, and rabies vaccinations at a reduced or no cost rate to the citizens. WHEREAS,the City is committed to the welfare of the animals within our community and the costs associated with providing the necessary treatment of the animals placed are treated, licensed and lawfully care for; and, WHEREAS, the City wishes to offset the cost of providing these services Agreement Now therefore, in consideration of the mutual covenants and obligations,the parties agree as follows: Section 1. Reimbursement Obligations. The City shall reimburse the Clinic from available funds in the amount up to the estimated cost listed next to each Supply in attached Exhibit B (the"Pricing Sheet"), except that(a)the total amount of all such reimbursements for the Supplies may not exceed $49,000 and (b) if the clinic incurs a cost for an Supply less than that Supply's Estimated Cost, the City shall reimburse the Clinic for only the amount of the cost that the Clinic actually incurred for that Supply. Section 2. Conditions for Reimbursement The City shall incrementally reimburse the Clinic through in accordance with Section 1 only if the following conditions are fulfilled: (a) The Clinic provides no cost or low-cost services outlined in Exhibit A for animal located at the City's animal shelter and for city residents. ANIMAL CARE SERVICES REIMBURSEMENT AGREEMENT PEOPLE ASSISTING ANIMAL CONTROL (PAAC) 1 SCANNED (b) Reimbursements paid to the Clinic shall require a written request from the Clinic, accompanied by all necessary supporting documentation, as outlined in Section 3. (1) Request for reimbursement should reflect needed supplies that are in direct support of services agreed to herein. (c) An invoice from the Clinic shall be review and approved by the appropriate City staff. Section 3. Audit. Clinic will also make available for inspection by designated City Staff all financial and business records of Clinic that relate to the Project, in order to assist City Staff in verifying the Clinic's compliance with the terms and conditions of this Agreement. City shall have the right to have these records audited. Section 4. Termination. Sections 8 and 11 of this Agreement will survive beyond the expiration or earlier termination of this agreement. Section 5. Warranties. Clinic warrants and represents the City the following: (a) Clinic is duly organized, validly existing, and in good standing under the laws of the State of Texas, and further has all corporate power and authority to carry on is business as presently conducted in Corpus Christi, Texas. (b) Clinic has the authority to enter into and perform, and will perform, the terms of this agreement. (c) Clinic has timely filed and will timely file all local, State, and Federal tax reports and returns required by law to be filed, and has timely paid and will timely pay all assessments, fees, and other governmental charges, including applicable ad valorem taxes, during the term of this agreement. (d) If an audit determines that the request for funds was defective under the law of the terms of this agreement, Clinic agrees to reimburse the City for the sums of money not authorized by law of this Agreement within 30 days of written notice from the City requesting reimbursement. (e)The parties executing this Agreement on behalf of Clinic are duly authorized to execute this Agreement on behalf of Clinic. ANIMAL CARE SERVICES REIMBURSEMENT AGREEMENT PEOPLE ASSISTING ANIMAL CONTROL (PAAC) 2 (f) Clinic does not and agrees that is will not knowingly employ an undocumented worker. If after receiving payments under this agreement, Clinic is convicted of a violation under 8 U.S.C. Section 1324a(f), Clinic shall repay the payments at the rate and according to the terms as specified by City Ordinance, as amended, not later than the 120`h days after the Clinic has been notified of the violation. Section 6. Force Majeure. If the City or Clinic are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the City or Clinic are temporarily suspended during continuation of the force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. Section 7. Assignment. Clinic may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the City. Any attempted assignment without such approval is void, and constitutes a breach of this Agreement. Section 8. Indemnity. CLINIC SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KINDS OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CLINIC OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CLINIC OR ITS EMPLOYEES OR AGENTS. CLINIC MUST,AT ITS OWN EXPENSE, INVESTIGATE ALL CALIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLIAMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CLINIC UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. ANIMAL CARE SERVICES REIMBURSEMENT AGREEMENT PEOPLE ASSISTING ANIMAL CONTROL (PAAC) 3 Section 9. Events of Default. The following events constitute a default of this Agreement: (a) Failure of the Clinic to timely, fully, and completely comply with any one or more of the requirements, obligations, duties,terms, conditions, or warranties of this Agreement. (b) City Staff determines that any representation or warranty on behalf of Clinic contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the City in connection with this Agreement was incorrect or misleading in any material respect when made. Section 10. Notice of Default. Should the City determine that the Clinic is in default according to the terms of this Agreement, the City shall notify Clinic in writing of the event of default and provide 30 days from the date of the notice ("Cure Period") for Clinic to cure the event of default. Section 11. Results of Uncured Default. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Clinic, as determined by the City,the following actions must be taken for any default that remains uncured after the Cure Period. (a) Clinic shall immediately repay all funds paid from the City funds under this agreement. (b) Clinic shall pay reasonable attorney fees and costs of court. (c)The City shall have no further obligations to Clinic under this Agreement. (d) The City may not be held liable for any consequential damages (e) The City may pursue all remedies available under law. Section 12. No Waiver. (a)No waiver of any covenant or condition,or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. (b)No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement,justifies or authorizes the nonobservance on any other occasion of the covenant or condition of this Agreement. (c)Any waiver or indulgence of Clinic's default may not be considered an estoppel against the City. ANIMAL CARE SERVICES REIMBURSEMENT AGREEMENT PEOPLE ASSISTING ANIMAL CONTROL (PAAC) 4 (d)It is expressly understood that if at any time Clinic is in default in any of its conditions or covenants of this Agreement,the failure on the part of the City to promptly avail itself of the rights and remedies that the City may have, will not be considered a waiver on the part of the City, but City may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. Section 13. Available Funds. Clinic specifically agrees that City shall only be liable to Clinic for the actual amount of the money due Clinic under this Agreement from City funds, and shall not be liable to Clinic for any actual or consequential damages, direct or indirect, interest, attorney fees,or cost of court for any act of default by City under the terms of this Agreement. Payment by City is strictly limited to the total amount of fund allocated under this agreement. Clinic shall use its best efforts to anticipate economic conditions and to budget accordingly. Reimbursements paid to Clinic shall require a written request from Clinic accompanied by all necessary supporting documentation, as outlined in Section 3. Section 14. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. Section 15. Notices. Any required written notices shall be sent by hand delivery or certified mail, postage prepaid, addressed as follows: Developer: People Assisting Animal Control Attn: Cheryl Martinez Chief Executive Officer 5804 Ayers Street Corpus Christi, Texas 78415 Email: cmmutt70@aol.com Phone: 361-438-3232 ANIMAL CARE SERVICES REIMBURSEMENT AGREEMENT PEOPLE ASSISTING ANIMAL CONTROL (PAAC) 5 City of Corpus Christi Attn: Linda Stewart Director,Neighborhood Services Department Animal Care Services 2626 Holly Road Corpus Christi, Texas 78415 Email: LindaS2@cctexas.com Phone: 361-826-3862 Notice is deemed received on the day hand-delivered or on the third day after postmark if sent by certified mail. Section 16. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. Section 17. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. Section 18. Severability. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction,then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement,then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. Section 19. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. ANIMAL CARE SERVICES REIMBURSEMENT AGREEMENT PEOPLE ASSISTING ANIMAL CONTROL (PAAC) 6 Section 20. Sole Agreement. This Agreement constitutes the sole agreement between City and Clinic. Any prior agreements, promises, negotiations,or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. /w ^ APPROVED AS TO FORM: — `7` day of J1uj u t/, 20 ssistant City Attorney By: 4 Linda Stewart, Director of Neighborhood Services Date: •Zt4eZ City of Corpus Christi People Assisting Animal Control By: Cheryl Martinez, C ief Executive Officer Date: 22 ANIMAL CARE SERVICES REIMBURSEMENT AGREEMENT PEOPLE ASSISTING ANIMAL CONTROL (PAAC) 7 Exhibit A—Scope (a) The City shall reimburse the Clinic for supplies, from available funds, only if the following conditions are fulfilled: The Clinic provides no cost/reduced cost of rabies vaccines to animals owned by residents of Corpus Christi. The Clinic provides no cost/reduced cost of Heartworm Prevention and/or treatment to animals owned by residents of Corpus Christi. The Clinic provides no cost/reduced cost of flea and tick prevention and/or treatment to animals owned by residents of Corpus Christi. The Clinic provides documentation of any rabies vaccines along with the tag information for inputting into our system. The Clinic provides documentation of any microchips implanted to animals owned by residents of Corpus Christi for inputting into our system. Reimbursements paid to Clinic shall require a written request from the Clinic accompanied by all necessary documentation, as outlined in Section 3. An invoice from the Clinic is reviewed and approved by the appropriate City staff. The Clinic will also make available for inspection by designated City Staff all financial and business records of Clinic that relate to the Project, to assist City Staff in verifying the Clinic's compliance with the terms and conditions of this Agreement. ANIMAL CARE SERVICES REIMBURSEMENT AGREEMENT PEOPLE ASSISTING ANIMAL CONTROL (PAAC) 8 Exhibit B—Pricing Sheet Rabies Vaccines $10,000 Flea Treatment/Prevention $10,000 Heartworm Treatment/Prevention $29,000 ANIMAL CARE SERVICES REIMBURSEMENT AGREEMENT PEOPLE ASSISTING ANIMAL CONTROL (PAAC) 9