HomeMy WebLinkAboutContract 43197MEMORANDUM OF UNDERSTANDING
BETWEEN
AMERICAN HUMANE ASSOCIATION
AND
FORT WORTH ANIMAL CARE AND CONTROL
,._oreRMARY
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American Humane Association ("AHA") and Fort Worth Animal Care and Control ("Shelter") enter this
Memorandum of Understanding ("MOU") this 12th day of April, 2012. AHA and Shelter are referred to
herein individually as a "Party" and collectively as the "Parties." In consideration of the premises and the
mutual covenants and agreements contained herein, the sufficiency of which is hereby acknowledged,
the Parties hereby agree as follows:
1. Collaboration. Generally, the Parties intend to collaborate on Phase II of AHA's retention study
entitled "Keeping Pets (Dogs and Cats) in Homes" (the "Study"). The goal of the Study is to address the
critical issue of pet retention in homes and the goal of Phase II is to work with shelters to determine the
percentage of dogs and cats acquired from these shelters remaining in their homes six months following
adoption and what happened to those pets no longer in their homes.
2 Shelter Obliaations. In connection with the Study, Shelter agrees to:
a. Provide a regional marketing company jointly approved by Shelter and AHA with contact and
demographic information, in electronic form, for adopters, linked with animal descriptive
information for all adoptions done approximately five to seven months prior to the planned
survey (minimum of 50 dog adopters and 50 cat adopters).
b. Answer questions pertaining to applicable data (e.g., the meanings of fields, abbreviations).
c. Indicate Shelter's support of the Study/Study survey if contacted by any adopter being
surveyed.
3. AHA Obliaation. AHA shall provide Shelter $5,000 ("Fee"), payable in two $2,500 installments:
the first within thirty days of execution hereof and the second within thirty days of Shelter's completion of
its obligations hereunder.
4. Term and Termination. The term of this MOU will commence as of final execution hereof and
continue for six (6) months thereafter. Notwithstanding the foregoing, AHA may terminate this MOU for
any reason upon ten (10) days prior written notice to Shelter, and if AHA terminates this MOU, the Fee
shall be pro -rated (and the Parties shall true up accordingly). In the event Shelter breaches this MOU,
AHA may terminate this MOU and no Fee will be owed (and Shelter shall promptly refund any Fee
already paid by AHA).
5. Publicity. AHA (and its grant sponsor PetSmart Charities) may use Shelter's name, logo (if
applicable) and visual images of its facilities (including persons/pets therein which Shelter acknowledges
it has the right to permit) in published reports and other media pertaining to the Study. Individualized data
from Shelter will not be made public. Subject to requests or releases under the provisions of the Texas
Open Records Act, the only Study information Shelter may release publicly pertaining to the Study is the
Shelter's participation and information pertaining to analysis reports as provided to Shelter by AHA, in
each case subject to AHA review and approval and AHA approval of release date. With respect to
Shelter, information pertaining to analysis reports (and the reports themselves) may only be viewed by
executive staff and board of directors of Shelter.
6. Reserved.
7. Intellectual Property. Each Party is and will continue to be the sole owner of its trademarks,
logos, and intellectual property.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
8. Representations, Warranties and Covenants. Each Party represents, warrants and covenants to
the other Party that no activities contemplated by this MOU shall conflict with the rights of any third party,
any information or material it furnishes hereunder for does not and will not violate any intellectual property
rights or other rights of any third party or violate any law or regulation, it will comply with all applicable
laws and regulations, and it currently has and will maintain insurance coverage of a kind and in an
amount that is commercially reasonable to cover its activities and the performance of its obligations under
this MOU
9. Indemnity. To the extent allowable by law, each Party shall indemnify and hold the other Parties
harmless in the event of any costs or expenses (including reasonable attorneys' fees) arising out of any
breach of this MOU as determined in a court of law or agreed upon arbitrator.
10. Confidential Information. AHA will maintain in confidence any information on survey replies
pertaining to adopter individually identifiable information, and will not publish any individual adopter's
name. AHA will own the data resulting under this MOU and may share it with other entities provided the
foregoing confidentiality is preserved. The foregoing in this paragraph is subject to applicable law or court
or government agency order.
11. Additional Provisions. Each Party shall perform its obligations and activities hereunder in a
competent and professional manner. Participation in the phase of the Study applicable to this MOU does
not guarantee participation in any other phase of the Study. No Party may assign or otherwise transfer
any rights or obligations under this MOU without the other Party's prior written approval. This MOU and
the rights and obligations of the Parties hereunder shall be governed by and construed in accordance
with the laws of Washington D.0 applicable to contracts entered into and fully performed therein without
regard to its conflict of laws principles. Nothing contained herein shall be deemed to create a relationship
of joint venture, associates, principal and agent or partnership between the Parties hereto, and neither
Party shall hold itself out to the contrary; each Party is acting as principal hereunder. With respect to the
subject matter of this MOU, this MOU sets forth the entire agreement between the Parties hereto and
supersedes all prior understandings and communications between the Parties, oral or written. No
amendment of any provision of this MOU shall be effective unless the same shall be in writing and signed
by the Parties hereto. Facsimile and .pdf signatures are sufficient to make this MOU effective.
IN WITNESS WHEREOF, the Parties have executed this MOU as of the date first set forth above.
Signed By:
Orisesee
ttof Fort Worth
Name: Charles Daniels
Title: Assistant City Manager
Approved as to form and legality:
Arthur N. Bashor
Assistant City Attorney
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:American Humane Association
Name: Stephen T. Kaminski
Title: SVP and General Counsel
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OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TX