AGREEMENT FOR THE CARE AND DISPOSAL OF ANIMALS
WITHIN THE CITY OF PELL CITY, ALABAMA
This AGREEMENT made and entered into this ____day of ____________, 2013, by the
City of Pell City, Alabama (hereinafter "the City") and the Animal Shelter of Pell City, Inc., a
private, non-profit corporation (hereinafter "ASPCI").
1.
ASPCI shall operate the impounding facility and shall receive, care for and
dispose of, in a humane manner, all unclaimed animals delivered to it by the City,
its agents, employees, or designees. ASPCI shall provide such information to the
City regarding the care, treatment, and disposal of said animals as the City may
require.
2.
For the services provided, the City shall pay to ASPCI for operating expenses a
total annual amount of Thirty Five Thousand Dollars ($35,000.00) payable in
monthly installments of Two Thousand Nine Hundred Sixteen Dollars and Sixty
Six Cents ($2,916.66) each month beginning October 2013. ASPCI will submit
monthly invoices by the last day of the preceding month for services to be
performed in the upcoming month. Payments should be received by ASPCI no
later than the fifteenth (15th) day of each month. Any breach of this Agreement
based on nonpayment will result in ASPCI suspending the animal impoundment
services until payment arrangements have been made. ASPCI shall give the City
fourteen (14) days' notice of its intent to suspend impoundment services. In the
event payment is not received by the last day of the month for services provided, a
late fee of ten (10) percent will be incurred and added to the following month's
invoice.
The funds paid by the City for operating expenses pursuant to this Agreement
shall be used for the operations of the animal shelter, and ASPCI shall not give or
grant any funds paid by the City pursuant to this Agreement to any other person,
firm, corporation, agency, or other entity for any other purpose.
3.
It is understood and agreed that all costs associated with the operation of the
animal shelter not specifically addressed in this Agreement shall be the sole
responsibility of ASPCI, and ASPCI shall indemnify and hold the City harmless
of such costs.
4.
As additional consideration for the services provided by ASPCI to the City, the
City shall allow ASPCI to utilize the City’s animal shelter premises located at
1071 Airport Road, Pell City, AL 35128 for ASPCI’s operations during the term
of this Agreement in accordance with the terms of the Commercial Lease attached
hereto as Exhibit A and expressly incorporated herein by reference. The City
shall provide in-kind services for building and grounds maintenance for the
animal shelter facility. It is understood and agreed that all costs associated with
the maintenance of the animal shelter building and building systems shall be the
sole responsibility of the City of Pell City, and the City of Pell City shall
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indemnify and hold ASPCI harmless of such costs. Any and all maintenance bills
less than $500.00 will be forwarded to the City for payment. If any maintenance
bills are over the amount of $500.00, ASPCI shall secure three quotes and shall
submit said quotes to the City for preapproval. The City shall not be responsible
for any maintenance costs in excess of $500.00 incurred without the City’s
express approval.
The City shall have the right to enter upon said shelter premises and to make such
repairs and to do such work on or about said premises as the City may deem
necessary or proper, or that the City may be lawfully required to make. The City
reserves the right to visit and inspect said premises at all reasonable times. The
City and its agents and employees shall respect the Tenant's rights to conduct its
business without unreasonable disruption of its daily operations. The Tenant has
the right to determine areas of the premises not open to the general public and to
set the guidelines for those restricted areas, provided, however, that the City shall
have the right to inspect all areas of the premises.
5.
The City will also provide for monthly pest control and water usage at the animal
shelter facility and gasoline for no more than two (2) ASPCI vehicles.
6.
ASPCI assumes all responsibility for animals upon delivery by the City, its
agents, employees, or designees. ASPCI shall follow all applicable laws
concerning stray animal impoundment. Once the animal is impounded by ASPCI,
the City, its agents, employees, or designees shall not have any claim to or right of
control over any animal not claimed or redeemed after the seven (7) day
redemption period (the “Redemption Period”). During the Redemption Period,
however, the City shall have the right to reclaim any animal delivered to ASPCI
by the City, and ASPCI shall obtain the City’s approval for any disposition of an
animal delivered to ASPCI by the City during the Redemption Period. After the
expiration of the Redemption Period, ASPCI shall be responsible for making all
decisions concerning the disposition (whether adoption, rescue, or euthanasia) of
all animals delivered to ASPCI by the City, and shall dispose of said animals in a
manner consistent with Alabama law.
7.
ASPCI's responsibility for the care and comfort of the animal does not begin until
ASPCI has accepted delivery of the animal. Animals delivered by the City to an
individual or organization(s) other than ASPCI are the responsibility of the City
and outside the terms of this Agreement. Prior to delivery to ASPCI, the City shall
scan for a microchip or search for other identification and use reasonable
diligence to notify the licensed owner, if any.
8.
This Agreement only includes funding for impoundment of stray animals
delivered by the City and its agents. Individual citizens seeking to deliver stray or
owned animals may be requested by ASPCI to pay a surrender fee.
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9.
ASPCI will have sole responsibility and discretion for the hiring of Shelter facility
personnel and in the selection of service providers, and ASPCI shall indemnify
and hold the City harmless for any and all claims arising out of ASPCI’s
operations.
10.
Although ASPCI does not have any enforcement responsibilities, ASPCI shall
collect the fine(s) owed to the City for violation of the animal control ordinance(s)
when an individual seeks to redeem an animal during the weekend. When a
fine(s) has been collected on the weekend, the Pell City Police Department shall
be notified by phone on Monday morning, and the City shall send a City
employee to pick up the fine(s) from the shelter in a reasonable time.
11.
ASPCI shall assume all risk of loss, damage or injury to person or property by
reason of the care, treatment, and disposal of animals by the ASPCI and shall
indemnify and hold harmless the City, its officers, servants, agents and
employees, against any and all claims for loss, liability, or damage arising out of
or in connection with such care, treatment, and disposal of animals performed or
to be performed and in connection with or arising out of the acts or negligent
omissions of ASPCI employees, however caused.
12.
The City shall assume all risk of loss, damage or injury to person or property by
the collection of animals by the City and the care or treatment of animals by the
City prior to delivery to ASPCI. The City shall indemnify and hold harmless
ASPCI, its officers, servants, agents and employees, against any and all claims for
loss, liability or damage arising out of or in connection with such collection, care,
or treatment of animals performed or to be performed and in connection with or
arising out of the acts or negligent omissions of the City, its officers, servants,
agents and employees, however caused.
13.
As soon as practical after the ending to ASPCI’s fiscal year, ASPCI shall provide
to the City as financial report for the preceding fiscal year, together with such
other reports, documents, and information deemed appropriate by the City. In
addition, during the term of this Agreement, ASPCI shall provide to the City a
financial and activity report, together with such other reports, documents, and
information deemed appropriate by the City on a monthly basis, or upon request
of the City. Nothing contained in this provision shall require ASPCI to provide
the City with an audited financial statement.
14.
Upon the City’s written request, ASPCI shall provide the City an audited financial
statement of its financial records provided that the cost of said audit is fully
funded by the City and/or other contracting entities. In no event will ASPCI be
expected to pay for an Audit of its financial records out of the operating expenses
allocated to ASPCI under this Agreement.
15.
During the term of this Agreement, ASPCI shall maintain open to the general
public the meetings of its Board of Directors, including any gathering, whether or
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not it was prearranged, of a quorum of the ASPCI Board of Directors during
which the members of the Board deliberate specific matters that, at the time of the
exchange, the participating members expect to come before the Board at a later
date (hereinafter “Meetings”), provided, however, that ASPCI shall be permitted
to close a portion of its Meetings for executive session in those instances in which
executive sessions are allowed under the Alabama Open Meetings Act, § 36-25A7, Ala. Code 1975. ASPCI shall provide the City reasonable notice of its
Meetings, and shall provide the general public reasonable notice of its Meetings
by posting notice thereof on ASPCI’s website and Facebook page.
16.
In the event that either the City or ASPCI determines that the other has defaulted
on its obligations or in any way breached the terms of this Agreement and the
Commercial Lease attached hereto, the non-defaulting party shall provide written
notice of the other party’s alleged default or breach, and shall provide the other
party thirty (30) days to remedy the alleged default or breach. In the event that
the default or breach is not, or cannot be, remedied within thirty (30) days, the
non-breaching party shall have the right to declare this Agreement in default and
terminate any obligations under this Agreement or the attached Lease. In the
event the City terminates this Agreement, ASPCI shall vacate the animal shelter
premises on the termination date of this Agreement.
17.
The term of this Agreement shall be from October 1, 2013, to September 30,
2014. Absent any default, this Agreement shall renew annually under the same
terms and conditions unless (i) sixty (60) days written notice of cancellation is
made by either party or (ii) funds are not appropriated by the City. In the event
either party seeks revisions to this Agreement or to the compensation provided
hereunder, the party seeking said revisions shall provide notice or said revisions
ninety (90) days prior to the annual renewal date.
18.
In the event of termination or non-renewal by either party, ASPCI will cease to
accept animals fourteen (14) days prior to the termination date of this Agreement.
During that 14-day period, the City shall have complete access to the City’s
animal shelter facility and shall be allowed to house animals in said facility.
ASPCI shall fully cooperate with the City to transition shelter services to the City
or the City’s designee.
19.
This Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof. Neither this Agreement nor any provision hereof may be
changed, amended, modified, waived or discharged orally or by course of dealing,
but only by instrument in writing signed by both parties.
EXECUTED on ____________________________________, 2013.
ATTESTED:
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___________________________
City Clerk
____________________________
City Manager
City of Pell City, Alabama
A municipal Corporation.
ATTESTED:
__________________________
ASPCI Secretary
____________________________
Barbara Wallace, President
Animal Shelter of Pell City, Inc.
A private, non-profit corporation.
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