PUBLIC-PRIVATE PARTNERSHIP AGREEMENT

City of Amarillo and Amarillo-Panhandle Humane Society

 

IN THAT a Memorandum of Agreement dated November 9, 2004 between the City of Amarillo (“CITY”) and the Amarillo-Panhandle Humane Society (“APHS”) establishes the basis for the working relationship between the parties.

 

WHEREAS the CITY has a significant problem with animal overpopulation and APHS has proposed a long term solution to the problem, the CITY and APHS wish to establish this Public-Private Partnership (“PPP”) for the purpose of dealing with the problem.  

 

NOW THEREFORE, for and in consideration of the agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

SECTION 1.        FINDINGS INCORPORATED.

 

    The foregoing recitals are hereby incorporated into the body of this Agreement and shall be considered part of the mutual covenants, consideration, and promises that bind the parties.

 

SECTION 2.        OBLIGATIONS OF APHS

 

APHS shall establish, equip and operate a reduced cost spay/neuter clinic (“CLINIC”) within 5 miles of the Amarillo Animal Management & Welfare shelter located at 3501 S. Osage St., Amarillo, TX  79118.  APHS shall assume all financial and operational risk associated with establishing and operating the CLINIC.  The CLINIC shall commence operations within 10 months of the date this PPP is executed.  The CLINIC shall continue operations until such time as the PPP is terminated.  

 

APHS shall expand existing rescue operations as to increase the number of animals placed with rescues around the U.S.; the baseline number for rescue placement is 4,000 animals per year.  As part of rescue expansion, foster operations will also be increased so as to increase temporary shelter capacity.  

 

APHS shall increase its shelter operations; the baseline number for adoptions is 2,000 animals per year.  As part of this Agreement, APHS will assume total responsibility for the care of animals housed in shelter buildings assigned to it by Amarillo Animal Management & Welfare (“AAM&W”): this includes cleaning of kennels and feeding of animals.  AAM&W will conduct daily inspections to ensure that shelter standards are maintained.  Terms and conditions will be addressed in a separate Memorandum of Understanding (“MOU”).

 

 

SECTION 3.        OBLIGATIONS OF THE CITY

 

    The CITY shall add a $0.90 voluntary donation fee to water bills.  The donations shall accrue to APHS on a monthly basis.  Since APHS is a qualifying charity under U.S. Internal Revenue Code Section 501 (c) (3), donations are tax deductible.  

 

The fee shall be added to the January water bill each year.  Water bill recipients wishing to opt-out of paying the fee may do so by completing the opt-out card included in the January bill.  Water bill recipients may opt-out at any time during the year by either going to City Hall and completing the opt-out card or going online to the City of Amarillo web site and completing the opt-out form.  

 

The City of Amarillo Animal Advisory Board (“BOARD”) shall be responsible for maintaining oversight of the program.  APHS shall report on the program status at each meeting of THE BOARD.  At least one member of the BOARD shall also have a seat on the APHS Board of Directors.  

 

SECTION 4.        CLINIC REQUIREMENTS

 

The CLINIC shall maintain a minimum staff consisting of a General Manager, a Doctor of Veterinary Medicine (DVM), a Veterinary Administrator and staffing necessary to support the minimum number of surgeries required by this Agreement.

 

The CLINIC shall perform spay/neuter surgery for all dogs and cats adopted from the City of Amarillo Animal Shelter.  The CLINIC shall make available to the public on-demand spay/neuter surgery.  The CLINIC will not perform abortions unless it is required to save the life of the birthing dog or cat.  

 

Charges for services shall be established by surveying a minimum of five (5) randomly selected veterinary clinics in the Amarillo MSA and calculating an average charge.  Charges imposed by the CLINIC shall be no more than 70% of the survey average.  The fee structure shall be established by the APHS Board of Directors and approved by the BOARD.  Fees shall be evaluated annually in the month of July.  

 

The CLINIC may not deny medical attention to animals in life threatening situations due to the owner’s inability to pay for services.  Services provided shall be in accord with the best veterinary practices and humane outcomes.   

 

The CLINIC shall make spay/neuter affordable for all citizens by establishing a $20 Pay Plan.  The plan will consist of a $20 payment on the date of service followed by monthly payments of $20 until the surgery cost is liquidated.

 

The cost of equipping, staffing, maintaining and operating the clinic shall be the sole responsibility of APHS.  

 

SECTION 5.         SUPERVISION

 

The CITY acknowledges that at all times the CLINIC staff are employees of APHS and that the CITY, its employees, directors, officers or agents have no authority over the CLINIC staff or the services performed by the CLINIC staff.  

 

SECTION 6.         EFFECTIVE DATE, TERM AND TERMINATION

 

The Agreement shall become effective on the date of execution by the parties.

 

The minimum term of this Agreement is 25 years from the date of execution of the Agreement.

 

The Agreement shall remain in force until such time as one of the parties notifies the other in writing of their intent to terminate the Agreement.  The Agreement shall terminate on the later of six (6) months from the date of the termination notification letter or December 31st of the year in which the termination notification letter was tendered.  

 

SECTION 7.        MISCELLANEOUS PROVISIONS

 

(a).  Amendments.  At any time, the CITY and APHS may determine that this Agreement should be amended for the mutual benefit of the parties.  Any amendments to this Agreement must be in writing and signed by the appropriate authorities of both the CITY and APHS.  

 

(b).  Applicable Law and Venue.  This Agreement shall be governed by and construed in accordance with the laws fo the State of Texas, and all obligations of the parties created hereunder are performable in the State of Texas.  Venue for any action arising under this Agreement shall lie in Potter County, Texas. 

 

(c).  No Assignment.  This Agreement is not assignable.  

 

(d).  Binding Obligation.  This Agreement shall become a binding obligation on the parties upon execution by all signatories hereto.  The CITY warrants and represents that the individual executing this Agreement on behalf of the City has full authority to execute this Agreement and bind the City to the same and that all approvals have been obtained.  APHS warrants and represents that the individual executing this Agreement on APHS’s behalf has full authority to execute this Agreement and bind it to the same. 

(e).  Caption Headings.  Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of the Agreement. 

 

(f).  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document.

(e).  Entire Agreement.   This Agreement constitutes the entire understanding and agreement of the Parties as to the matters set forth in this Agreement.  No other understanding, oral or otherwise, in direct conflict with this Agreement shall be deemed to exist or to bind andy of the Parties hereto.  This Agreement shall not be construed against the drafter hereof, but shall be construed as if all Parties drafted the same. 

 

(f).  Force Majeure.  It is expressly understood and agreed by the Parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of Force Majeure, the Party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such obligation or requirement shall be extended for a period of time equal to the period such Party was delayed as a direct result of a Force Majeure event. 

 

(g).  Further Acts.  The CITY and APHS each agrees to take such additional acts and execute such other documents as may be reasonable and necessary in the performance of their obligations hereunder.

 

(h).  Governmental Powers; Waiver of Immunity.  By execution of this Agreement, the CITY does not waive or surrender any of its governmental powers, immunities or rights, except for the remedies contained herein.  

 

(i).  Contract for Provision of Governmental Function.  The Parties agree that this Agreement provides for services by the CITY of a governmental function.  The Parties deem this Agreement to be governmental and not proprietary for purposes of Chapter 271, Texas Local Government Code.  

 

(j).  No Third Party Beneficiaries.  The performance of the respective obligations of the CITY and APHS under this Agreement are not intended to benefit any party other than the CITY or APHS, except as expressly provided otherwise herein.  

 

(k).  Indemnification.  APHS agrees to indemnify, defend and hold the CITY, its officers and employees, harmless from any and all claims, lawsuits, demands, liabilities, losses and judgments, including court costs, expenses, interest and attorney fees, arising out of, connected with or resulting from any negligent acts or omissions of APHS or APHS’s employees related to the services described in this agreement.

 

(l).   Notices.  Any notice or other communication (hereinafter referred to as the “Notice”) is effective when in writing and (i) personally delivered either by hand or (ii) five (5) days after notice is deposited with the U.S. Postal Service, postage prepaid, certified with return receipt requested, and addressed as follows:

 

Amarillo-Panhandle Humane Society

P.O. Box 30102

Amarillo, TX  79120

ATTN: Executive Director

 

City of Amarillo

509 S.E. 7th Ave.

Amarillo, TX  79101

ATTN: Director of Animal Management and Welfare

 

(m).  Relationship of Parties.  The parties shall not be deemed in a relationship of partners or joint venturers by virtue of this Agreement, nor shall either party be an agent, representative, trustee or fiduciary of the other.  Neither party shall have any authority to bind the other to any agreement.  

 

(n).  Severability.  The CITY and APHS declare that the provisions of this Agreement are severable.  If it is determined by a court of competent jurisdiction that any term, condition or provision hereof is void, voidable, or unenforceable for any reason whatsoever, then such term, condition or provision shall be severed from this Agreement and the remainder of the Agreement enforced in accordance with its terms.

 

 

IN WITNESS WHEREOF the parties have executed this Public-Private Partnership on the day and year indicated in their acknowledgements.  

 

APHS                                                            CITY OF AMARILLO

 

 

By: _____________________________    By:_____________________________

 

 

Carry A. Baker, President of the Board           Jared Miller, City Manager

 

 

Date: ____________________________    Date:____________________________

 

 

ATTEST:

 

_________________________________

Frances Hibbs, City Secretary