HomeMy WebLinkAboutContract 46715 CITY SECRETAW
CONTRACT NO.
CANINE SUPPORT AND RELIEF FUND
AKC PET DISASTER RELIEF UNIT AGREEMENT
This Agreement (the "Agreement") is entered into as of 05/11/2015, by and between American
Kennel Club Companion Animal Recovery Corporation, d/b/a AKC Reunite ("AKC Reunite"),
and City of Fort Worth ("Recipient"). AKC REUNITE and Recipient are sometimes referred to
in this Agreement individually as a "Party" and collectively as the "Parties."
AKC REUNITE is pleased to approve a grant in kind (the "Grant") from the Canine Support
and Relief Fund to Recipient in the form of a trailer and supplies, collectively referred to as an
AKC Pet Disaster Relief Unit ("PDRU"), for the protection and support of displaced pets and
service animals in the event of a natural or man-made emergency or disaster (an "Emergency").
The Parties acknowledge that Recipient has not raised any funds, but local American Kennel
Club ("AKC") member or licensed club(s) (such club(s), the "Sponsoring Club(s)") have raised
funds in an amount equal to a portion of the total cost of the PDRU. The Local Funds have been
donated to AKC REUNITE. The Grant is made subject to the terms and conditions set forth in
this Agreement.
As a condition of the Grant, the Parties agree as follows:
1. Duties and Responsibilities of Grant Recipient.
1.1. Use of PDRU. Subject to Section 1.6 below, Recipient agrees to use the PDRU solely
for the purposes of providing care and shelter to displaced pets and service animals,
particularly in the event of an Emergency.
1.2. Maintenance of PDRU. Recipient agrees to securely store the PDRU, including its
contents, when not in use, and to maintain the PDRU in compliance with proper
standards of care. Recipient agrees to purchase and replenish as necessary the PDRU
supplies (including cages, cleaning supplies, and other materials) after deployment and
use, so that the PDRU is available at all times to protect and support approximately 50
pets and service animals in the event of an Emergency. Recipient maintains a fiscally
sound self-insurance program in compliance with state law and shall provide AKC
REUNITE with a certificate of self-insurance evidencing such continuing coverage.
M 1.3. Prohibition Against Sale or Transfer of PDRU. Recipient agrees that it shall neither
M sell the PDRU nor otherwise transfer the PDRU to another organization or government
unit or instrumentality, without the prior written consent of AKC REUNITE. Recipient
M
further agrees that, in the event Recipient is no longer able to maintain the PDRU and
wishes to relinquish ownership, Recipient shall either, in AKC REUNITE's sole
z discretion, transfer ownership of PDRU to AKC REUNITE or dispose of PDRU in a
�. manner agreed to by AKC REUNITE.
1.4. Access to PDRU Transportation. Recipient confirms that it has access to a vehicle
capable of transporting the PDRU, as needed, and shall maintain access to such vehicle,
or a comparable vehicle. The truck or other vehicle should weigh at least 3/a ton and
possess electric brakes and a 10,000 pound hitch.
OFFICIAL RECORD
CITY SECRETARY
1 FT. WORTH, TX
1.5. Signage on PDRU. Recipient agrees to maintain and display the logos existing on the
PDRU at the time of delivery. At no time may the logos be defaced or removed. The
Parties acknowledge and agree that, at the time of delivery, the PDRU shall include the
logos of AKC and AKC REUNITE. The Parties further acknowledge and agree that the
logos of(i) the Sponsoring Club(s) and (ii) other sponsoring organizations, in each case
that have contributed at least $1,000 to the purchase of the PDRU, may be included on
the PDRU in the sole discretion of AKC REUNITE. With the prior written consent of
AKC REUNITE, which may be granted or withheld in its sole discretion, the logo of
Recipient may be displayed alongside the other logos. The size and placement of all
logos shall be determined by AKC REUNITE in its sole discretion. No other logos or
promotional material in any form whatsoever may be displayed on the PDRU at any
time without the prior written consent of AKC REUNITE.
1.6. Display Requirement. Recipient agrees to display the PDRU at community events, in
cooperation with the Sponsoring Club(s), a minimum of two times per year. A
"community event" should be expected to be widely attended by members of the
community and may be related to pets and domestic animals. Acceptable community
events include a local AKC dog show, an AKC Responsible Pet Ownership Day event, a
county or state fair, a local holiday parade, and other similar events.
1.7. Reporting Requirements. Recipient shall be provided annually with a Grant Follow
Up Form (the "Form"), and Recipient agrees to complete and return the Form in
compliance with the Form's instructions, on an annual basis. Annual completion and
submission of the Form is both a condition to satisfying Recipient's obligations under
this Agreement and a precondition to consideration by AKC REUNITE of any future
grant application by Recipient. Additionally, on an annual basis, Recipient must provide
a brief report to AKC REUNITE indicating the number of times the PDRU was used in
the preceding year; the circumstances under which it was used in the preceding year;
how many animals and what types of animals were served by the PDRU during the
preceding year; and any additional pertinent information. If any information is already
provided in the Form, it does not need to be reported separately.
1.8. Transfer of Ownership. Recipient shall take full title, responsibility and liability for
the PDRU.
2. Application for Future Grants. Receipt of the Grant neither guarantees nor precludes
future grants by AKC REUNITE to Recipient. However, Recipient acknowledges and agrees
that it must be in compliance with its obligations in Section 1.7 above to be considered for
any future grant application.
3. Representations and Warranties of Both Parties. Each Party represents and warrants to
the other that:
3.1. it is duly organized and in good standing pursuant to the laws of the jurisdiction in which
it was formed;
3.2. this Agreement has been duly authorized, executed and delivered by it, and the execution
and delivery of this Agreement, the consummation of the transactions contemplated
hereby and the performance of the obligations hereunder shall not conflict with or result
in any violation of or default under any provision of any other agreement or instrument
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to which it is a party or any license, permit, franchise,judgment, order, writ or decree, or
any statute, rule or regulation, applicable to it;
3.3. any and all approvals, permits, licenses or similar authorizations which may be required
for it to enter into this Agreement and perform its obligations hereunder have been
unconditionally obtained;
3.4. no suit, action, claim, investigation or other proceeding is pending or, to the best of its
knowledge, is threatened against it which questions the validity of this Agreement or any
action taken or to be taken pursuant to this Agreement; and
3.5. it has full power and authority to make the representations in this Agreement, and this
Agreement is its valid and binding obligation, enforceable against it in accordance with
its terms, except as enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, arrangement, moratorium or other similar laws affecting creditors' rights,
and subject to general equitable principles.
4. Representations and Warranties of Recipient. Recipient hereby represents and warrants
to AKC Reunite that:
4.1. Recipient is an organization exempt from Federal income taxation pursuant to Section
501(c)(3) of the Internal Revenue Code of 1986, as amended, or Recipient is a
government unit or instrumentality;
4.2. Recipient is ready, willing, able, trained and authorized to provide an emergency shelter
for pets and service animals displaced due to an Emergency; and
4.3. no suit, action, claim, investigation or other proceeding is pending or, to the best of
Recipient's knowledge, is threatened against Recipient which would or could reasonably
be expected to jeopardize Recipient's status as set forth in Section 4.1 above.
5. Survival of Representations and Warranties. All representations and warranties contained
herein or made in writing by or on behalf of either Party in connection with this Agreement
shall survive the execution of this Agreement. Each Party agrees to notify the other
immediately in writing if any representation or warranty set forth herein is, or to the Party's
best knowledge is about to become, inaccurate in any respect at any time.
6. Termination and Survival.
6.1. Termination. Subject to Section 1.2 above, this Agreement shall remain in effect until
the PDRU is no longer usable, as determined by AKC REUNITE in its sole discretion,
or, subject to Section 1.3 above, no longer owned by Recipient.
6.2. Early Termination. In the event of a material breach of any provision of this
Agreement by Recipient (which shall be deemed to include any representation or
warranty no longer being true), then upon written notice from AKC REUNITE, this
Agreement shall terminate thirty days after the date of notice, unless Recipient shall
have cured the breach to AKC REUNITE's satisfaction prior to the expiration of the
thirty-day period.
6.3. Survival. Notwithstanding the termination of this Agreement, the following Sections
shall survive: this Section 6.3 and Sections 7, 8, 9, 12, and 14.
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6.4. Effect of Termination. In the event of termination of this Agreement, Recipient shall
either, in AKC REUNITE's sole discretion, transfer ownership of PDRU to AKC
REUNITE or dispose of PDRU in a manner agreed to by AKC REUNITE.
7. Liability. The Parties shall each be responsible solely for their own negligence or intentional
acts and those of their respective officers, directors, trustees, members, employees, or agents
with regard to all claims, assessments, losses, damages, liabilities, debts, charges (including
settlements,judgments and decrees which give rise to any of the foregoing), fees, costs and
expenses, including interest, penalties, court costs, attorney's fees and expenses (collectively,
"Damages") to the extent such Damages arise in connection with this Agreement.
Notwithstanding any other provision of this agreement, the Parties agree that the City of Fort
Worth does not waive any immunities available under federal and Texas law, including but
not limited to governmental immunity and the Texas Tort Claims Act.
8. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement
shall be resolved by arbitration before a single arbitrator in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (AAA), then pertaining (available
at www.adr.org), except where those rules conflict with this provision, in which case this
provision controls. Any court with jurisdiction shall enforce this clause and enter judgment
on any award. The arbitrator shall be selected within ten business days of commencement of
the arbitration from the AAA's National Roster of Arbitrators pursuant to agreement or
through selection procedures administered by the AAA. Within 45 days of initiation of
arbitration, the Parties shall reach agreement upon and thereafter follow procedures assuring
that the arbitration shall be concluded and the award rendered within no more than eight
months from selection of the arbitrator or, failing agreement, procedures meeting such time
limits designated by the AAA. The arbitration shall be held in New York and, as provided in
paragraph 12, shall apply the substantive law of New York, except that the interpretation and
enforcement of this arbitration provision shall be governed by the Federal Arbitration Act.
The arbitrator shall not award either Party punitive damages and the Parties shall be deemed
to have waived any right to such damages. Further, the arbitrator shall be bound by the
express terms of this Agreement.
Any controversy or claims shall be kept confidential by the Parties and their attorneys and
advisors, without publicity, and except as may be required by law, no Party, mediator or
arbitrator may disclose the existence, content, or results of any mediation or arbitration under
this Agreement without the mutual written consent of the Parties.
9. Notices. Notices shall be written, and delivered personally or sent (i) by registered mail,
return receipt requested; (ii) by overnight delivery with a nationally-recognized overnight
courier; or (iii) by facsimile, with concurrent mailing by first class mail. Notices shall be
deemed received four days after being sent by method (i), one day after being sent by method
(ii), and two days after being sent by method (iii). Notices shall be sent to the Parties at the
following addressees and addresses, until such time as any Party notifies the other Party of a
change in address or addressee pursuant to this paragraph:
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If to Recipient:
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Brandon Bennett, Directory-Code Compliance
If to AKC REUNITE:
8051 Arco Corporate Drive
Raleigh, NC 27617
Tom Sharp, CEO
10. Assignment. Recipient may not assign this Agreement without the prior written consent of
AKC REUNITE. This Agreement shall inure to the benefit of and be binding upon the
Parties and their respective successors.
11. Waiver. Waiver by any Party of a breach or violation of any provision of this Agreement
may be made only in writing and shall not constitute a waiver of any subsequent breach or
violation of the same or any other provision hereof.
12. Governing Law. This Agreement shall be construed in accordance with and governed by
the laws of the State of New York without regard to its choice of law.
13. Severability. In the event any provision of this Agreement is held to be unenforceable for
any reason, the unenforceability thereof shall not affect the remainder of this Agreement,
which shall remain in full force and effect and enforceable in accordance with its terms.
14. Enforcement. AKC REUNITE reserves the right to enforce the terms of this Agreement.
Recipient agrees that it will not contest the standing of AKC REUNITE to bring any such
arbitration or suit.
15. Entire Agreement; Amendment. This Agreement contains the entire understanding of the
Parties with respect to the subject matter hereof and supersedes any and all other prior
negotiations, agreements, understandings and undertakings between the Parties with respect
to such subject matter, whether oral, written or otherwise. No amendment or modification of
this Agreement shall be effective unless signed by both Parties.
16. Additional Documents and Acts. Each of the Parties agrees to execute and deliver such
additional documents, certificates and instruments, and to perform such additional acts, as
may be reasonably requested and as may be necessary or appropriate to carry out the intent
and provisions of this Agreement and to consummate the Grant of the PDRU from AKC
REUNITE to Recipient.
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17. 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 agreement.
For the purpose of executing this Agreement, the parties hereto agree that .pdf signatures sent
via email shall serve as original signatures.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first
above written.
AMERICAN KENNEL CLUB COMPANION
ANIMAL RECOVERY CORPORATION
By:
Z" Z,
Name: Tom Sharp
Title: CEO
CITY OF FORT WORTH:
Rudy Jack
Assis"tan"t City Manager
Date: c5-moo - 15
APPROVED AS TO FORM AND
LEGALITY:
Arthur N. Bashor
Assistant City Attorney VOR
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OFFICIAL RECORD
7 CITY SECRETARY
FT. WORTH, TX