HomeMy WebLinkAboutContract 43544 CITY SECRETARY
V
CONTRACT NO,
STATE OF TEXAS §
§ KNOWN ALL BY THESE PRESENTS:
COUNTY OF TARRANT §
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made and entered into by the CITY OF
FORT WORTH, ("City") a home-rule municipality located within Tarrant, Parker, Denton, and
Wise Counties, Texas, acting by and through Charles W. Daniels, its duly authorized Assistant
City Manager, AND TEXAS COALITION FOR ANIMAL PROTECTION (TCAP)
C'Licensee"), a Texas non-profit corporation, acting by and through Stacey Schumacher, its duly
authorized Director. In this Agreement, City and Licensee are referred to individually as a
"Party" and collectively as the"Parties."
WHEREAS, the laves of the State of Texas and the Code of the City of Fort Worth,
Texas require that many domestic companion animals receive routine vaccinations; and
WHEREAS, the need to protect the public health, safety, and welfare of the residents of
Fort Worth as well as the desire to prevent the unnecessary suffering of domestic companion
animals require that said domestic companion animals receive routine vaccinations, dewormmg,
and basic limited veterinary care; and
WHEREAS, there is an large unmet need for low-cost vaccinations, deworming, and
basic limited veterinary care in Fort Worth, particularly by low-income residents with pets;and
WHEREAS, the City wants to promote responsible pet ownership, it being the position
of the City that healthy, properly vaccinated.and healthy animals pose a reduced risk with respect
to the spread of disease and are less likely to cause harm, run away, or be abandoned; and
WHEREAS, the City desires to establish a private public partnership that offers low cost
vaccinations, deworming, and basic limited veterinary care to the public to in furtherance of
these goals; and
WHEREAS, the Texas Coalition for Animal Protection has offered to assist the city in
meeting the demand for vaccinations, dewon ing, and basic limited veterinary care by offering
these services at the Chuck Silcox Animal Control and Care Center; and
NOW, WHEREFORE, the City and the Texas Coalition for Animal Protection wish to
enter into this agreement to formalize the terms and conditions pursuant to which Licensee will
have after-hours use of the Chuck Silcox Animal Control and Care Center to provide such
services.
1. PURPOSE
This Agreement is for the purpose of allowing the Licensee to use City-owned animal control
OFFICIAL RECORD
08-30-12 P01 :57 IN CITY SECRETARY
FT.WORTH, TX
building for purposes of operating a reduced-cost vaccination, deworming, and basic limited
veterinary services program.
2. PREMISES
Subject to the terms and conditions of this Agreement, Licensee shall be entitled to use the
building facilities at the Chuck Silcox Animal Care and Control Center, located at 4900 Martin
Street, Fort Worth, Texas 75119 (the "Premises") between the hours of 6 P.M. and 8 P.M.
Tuesdays during the Term of this Agreement to provide those services listed for the prices shown
in Exhibit A. Dates and times may be changed by the mutual written agreement of both parties.
3. TERM
The primary term of this Agreement shall be for a period of thirty (30) days, commencing on
September 4,2012, and ending on October 3,2012.
4, CONSIDERATION
Compensation to be provided to the City for use of the Premises by the Licensee shall consist of
non-monetary consideration in the form of providing reduced-cost vaccination, deworming, and
basic veterinary care services to Fort Worth residents in furtherance of the City's overall goal of
promoting responsible pet ownership, it being the position of the City that healthy, properly
vaccinated animals pose a reduced risk with respect to the spread of disease and are less likely to
cause harm,run away, be abandoned,or require the expenditure of City resources.
The Parties agree that the consideration detailed above fairly compensate the City for the use of
the Premises by the Licensee, and City acknowledges receipt and acceptance of this
consideration.
5. CONDITIONS ON USE
Use of Eauinment; Supplies
In connection with providing services to the public, the Licensee shall be permitted to use City-
owned non--consumable equipment, such as tables, chairs, and trash receptacles. Licensee shall
not be allowed the use on any other equipment owned by the city unless approved by the director
or his designee. Licensee shall only have access to the training room and main lobby of the
Chuck Silcox Animal Care and Control Center. Licensee shall observe all sanitary practices and
shall return all City-owned equipment in a clean and functional manner to the equipment's
designated location. The Licensee shall be required to provides at its sole cost and expense, all
necessary consumable supplies, necessary to operate the low cost vaccination clinic.
No Scheduling of Appointments
Licensee shall be permitted to use the Premises for the purposes of providing those vaccination
procedures listed in Exhibit A. which is incorporated herein for all purposes as though it-were set
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forth at length. Only services listed in Exhibit A may be provided. The Parties may eriodicall
amend Exhibit A to allow for additional or different services to be provided; amendment of
Exhibit A must be in writing and signed by both Parties in order to be valid.
All services must be on a walk-in basis. No scheduled appointments shall be accepted.
Fee Schedule
The intent of this Agreement is to provide individuals with low-to-moderate income access to
quality low cost vaccinations, deworming, and basic veterinary services at a reduced cost as
listed in Exhibit A. If Licensee wishes to increase a fee that is charged at the Premises, Licensee
must submit written notice and a revised fee schedule to the Code Compliance Department at
least thirty(30) days prior to the revised fee schedule becoming effective.
Statistical Reporting
On or before the fifth day of each month that this Agreement remains in effect, the Licensee shall
submit to the City's Code Compliance Department a written report for the preceding month that
documents the number and type of procedures performed under this Agreement;
Quafifications and Demeanor
Licensee shall ensure that all personnel operating at the Premises shall do so in compliance with
all federal, state, and local laws, including, but not limited to, the Texas Occupations Code
provisions governing veterinary services. Licensee shall ensure that all personnel operating at
the Premise maintain a professional and courteous demeanor and appearance and shall take all
reasonably necessary disciplinary actions to ensure compliance. If the event the City receives
repeated complaints about any person acting on behalf of the Licensee,the City may request that
Licensee cease to utilize that person in providing services at the Premises, and Licensee agrees to
honor any such request.
Parking Lots
The Licensee shall have a non-exclusive license to use the parking lot located at the rear entrance
to the clinic and the front entrance for employee, contractor, and patient parking. No other
parking lot at the Premises is authorized for use by the Licensee, its employees, contractors, or
the licensee's customers. If Licensee becomes aware of use of other parking, Licensee shall
direct the individual(s)to relocate their vehicles to the designated lot.
Buildine Facilities
Employees and contract workers affiliated with the Licensee shall have use of the restroom
facilities located in the lobby of the Chuck Silcox Animal Care and Control Center. Licensee
shall restrict employees and contract workers and the public's access to any other area of the
shelter. Licensee shall be responsible for any damage or theft that a member of the public
performs under these conditions.
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Si a e
Between the hours of 6:00 P.M. and 8:00 P.M. on Tuesday, the Licensee may attach one
y
magnetic, removable sign to the front of the Chuck Silcox Animal Care and Control Building
indicating the presence of the low-cost clinical services. Such sign shall be removed promptly at
8:00 P.M.
Communications and Promotions
All of Licensee's communications with the public and promotional materials shall include the
following language in bold typeface: "These Services are not affiliated with, endorsed, or
sponsored by the City of Fort worth or its employees or agents."
In the event that any incident should occur involving an accident, altercation, allegation of injury
or malpractice, or other event of note with respect to any member of the public and any of
Licensee's employees or agents, the Licensee shall notify the Director of Code Compliance as
soon as reasonably possible, but under no circumstances any later than twelve (12) hours after
the incident. Notice of the incident will include a brief summary of the same. whether an event
constitutes an event of note shall be determined by the Licensee in his or her reasonably prudent
judgment.
In addition, both Parties shall make a concerted effort to keep each other reasonably apprized of
any issue, development, or anticipated event that the Party believes, in exercise of its reasonably
prudent judgment, might have an adverse impact of the other Party or otherwise be of interest or
import.
6. ACCEPTANCE OF PREMISES
The Licensee takes all portions of the Premises and all appurtenances in "AS IS" condition
without any express or implied warranty on the part of the City. The Licensee accepts the
Premises in their present conditions, finds them suitable for the purposes intended, and further
acknowledges that it is thoroughly familiar with such conditions by reason of a personal
inspection and does not rely on any representations by the City as to the conditions of the
Premises or their suitability for the purposes intended. The Licensee accepts the Premises
subject to any and all previously recorded easements that may have been granted on, along, over,
under, or across said property, and releases the City from any and all damages, claims for
damages, loss, or liabilities that may be caused to invitees, licensees, or trespassers by reason of
the exercise of such rights or privileges granted in said easements. The Licensee's taking
possession of the Premises shall be conclusive evidence that: (i)the Premises are suitable for the
purposes and uses for which same are leased; and (ii) the Licensee waives any and all defects in
and to the Premises and all appurtenances thereto. The City shall not be liable to the Licensee
its a ents em to ees contractors subcontractors invitees licensees or auests for an
damage to any person or property due to the acts or omissions on the Premises of the
Licensee, its agents, employees, contractors, subcontractors volunteers orrvrouam
participants unless such dame is causedbv the gross negligence or willful misconduct of
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Citv or its a ents em to ees se crate contractors or subcontractors.
7. No SERVICES
Unless otherwise specified in this Agreement, the City shall not furnish the Licensee with any
utilities, cleaning, lighting, security,fence,gate, or any other items or services for the Premises.
8, UTILITIES
The Licensee shall be allowed to use the City's water, wastewater, and electricity in performing
services pursuant to this Agreement.
9, No WAS'T'E OR UNDUE BURDEN
The Licensee covenants and agrees that it will not make or suffer any waste or any unlawful,
improper, or offensive use of the demised Premises or any part thereof and shall comply with all
federal, state, and local laws,regulations, and ordinances that are applicable to the Premises.
Licensee's operations and actions under this Agreement shall be accomplished so as not to place
an undue burden on the present or future use of the Chuck Silcox Animal Care and Control
Center by the City or the public. If the City determines, in its sole discretion, that the Licensee's
use places an undue burden on any portion of the Chuck Silcox Animal Care and Control Center,
the Licensee shall, at its sole cost and expense,take all actions reasonably determined by the City
to be in the public interest to remove or alleviate the burden.
lo. DUTIES of PARTIES WITH RESPECT To PREMISES AND CHUCK SILCOX
ANIMAL CARE AND CONTROL CENTER
Dutv to Maintain
The Licensee shall, at its sole cost and expense, remove all refuse from the clinic at the end of
each day of use under this Agreement and shall leave the clinic and all City-owned equipment
and supplies in a safe, sightly, and physically good condition.
Dutv to RgRair
Licensee shall promptly repair, at its sole expense, any damage to the Premises (including any
damage to fixtures, structures, or the natural environment) or to any City-owned equipment or
supplies that is caused in whole or in part by any act or omission of the Licensee or any of its
employees, agents, officers, separate contractors, subcontractor, or anyone visiting the Premises
upon the invitation of the Licensee.
The City shall determine in its reasonable judgment whether any damage has been done, the
amount of the damage, the reasonable costs of repairing the damage, and whether, under the
terms of the Agreement, the Licensee is responsible. City shall provide Licensee with
documentation of alleged damage and costs to repair such damage.
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Duty to Protect
Licensee shall not cause or permit another person to cause any damage to the Premises or City-
owned property. Licensee shall be solely responsible for any damage that may occur as a result
of Licensee's action or inaction (where there is a duty to act) or the actions or inactions (where
there is a duty to act) of another person acting on behalf of or on permission of the Licensee.
Protection Against Nuisance
ENEWMEMMMOMEMM
Licensee shall not permit the existence of any nuisance on the Premises and shall keep the
Premises in a clean and safe condition and free of any explosive, flammable, or combustible
material that would increase the risk of fire. Licensee shall not permit the accumulation of junk,
debris, or other unsightly materials on the Premises.
Maintenance of City Structures and Equipment At all times during any term of this
Agreement, Licensee shall, at its sole cost and expense, keep and maintain in a sound, safe, and
operable condition any structures or equipment owned by the City that Licensee is allowed to use
in connection with this Agreement.
11. RESERVATION OF RIGHTS BY CITY
Licensee understands and agrees that the City shall continue to own the Premises in fee simple
and shall retain all rights associated with the Premises not specifically granted under this
Agreement. The City reserves to itself, its agents, assigns, and employees the right to enter the
Premises at any time for the purpose of consulting with the Licensee; making inspection;
maintaining and making repairs and improvements to City-owned property; and developing oil,
gas or other mineral resources. In addition, the City does not relinquish the right to control the
management of the Premises as a public facility or the right to enforce all necessary and proper
rules for the management and operation of the same. Members of the City's police, fire, code
compliance,health, and other departments shall have the right at any time to enter any portion of
the Premises (without causing or constituting a termination of the use or an interference of the
use of the Premises by the Licensee) for the purpose of inspecting the Premise, maintaining City-
owned property located therein, and performing any and all activities necessary for the proper
conduct and operation of public property,provided,however, that this right shall not authorize or
empower City to direct the activities of the Licensee or cause the City to assume liability for
Licensee's activities.
12. RESERVED
13, INDEPENDENT CONTRACTOR
Licensee shall operate hereunder as an independent contractor and not as an officer, agent,
servant, or employee of City. Licensee shall have exclusive control of and the exclusive right to
control the details of Licensee's operations on the Premises performed hereunder, and all persons
performing same, and shall be solely responsible for the acts and omissions of its officers,
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agents, servants, employees, and subcontractors. The doctrine of respondeat Superior shall not
apply as between the City and Licensee, its officers, agents, servants, employees, or
subcontractors. Nothing herein shall be construed as creating a partnership or joint
enterprise between City and Licensee. It is expressly understood and agreed that no officer,
agent, servants, employee, or subcontractor of Licensee is in the paid service of City.
14. LIABILITY AND INDEMNIFICATION
THE LICENSEE SHALL ASSUME ALL RISE AND LIABILITY FOR ACCIDENTS,
NEGLIGENCE, STATUTORY OR REGULATORY VIOLATIONS, MALPRACTICE,
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND DAMAGES OF ANY
TYPE THAT MAY OCCUR TO PERSONS, ANIMALS, DR PROPERTY DURING THE
TERM OF THIS AGREEMENT. LICENSEE SHALL DEFEND, INDEMNIFY, AND
HOLD HARMLESS THE CITY OF FORT WORTH, ITS OFFICERS, AGENTS,
SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL INJURIES,
ACTIONS, DAMAGES, SUITS, DEMANDS, OR CLAIMS OF ANY CHARACTER NAME,
OR DESCRIPTION BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES, ACTIONS,
DAMAGES, SNITS, DEMANDS', OR CLAIMS RECEIVED OR SUSTAINED BY ANY
PERSON, ANIMAL, OR PROPERTY DUE TO ANY NEGLIGENT ACT, OMISSION,
MALFEASANCE, CONDUCT, MALPRACTICE, DR FAULT OF THE LICENSEE, DR OF
ITS AGENT, 1VlEMBER, EMPL D PEE, SER VANT, CONTRACTOR, SUBCONTRACTOR,
OR SUPPLIER IN THE EXECUTION OF OR PERFORMANCE TINDER, THIS
AGREEMENT. LICENSEE SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS
THE CITY OF FORT WORTH, ITS OFFICERS, AGENTS, SERVANTS, AND
EMPLOYEES FROMINJTIRIES,ACTIONS,DAMAGES,SUITS,DE S, OR CLAIMS
OF THE LICENSEE ITS CLIENTS, CUSTOMERS, A GE11 STS, SER PANTS, DR
EMPLOYEES REGARDLESS OF WHETHER SUCH INJURIES, ACTIONS, DAMAGES,
SUITS, DEMANDS, OR CLAIMS ARISE FROM AN EVENT OR CASUALTY WHETHER
OR NOT OCCURRING WITHIN OR ON CITY PREMISES, IN THE HALLS,
ELEVATORS, ENTRANCES: STAIRWAYS, OR APPROACHES TO CITY PREMISES.
LICENSEE SHALL PAY ANY AND ALL JUDGMENTS, ATTORNEY FEES, AND COSTS
THAT MAY BE OBTAINED AGAINST THE CITY OF FORT WORTH GROWING OUT
OFANY INJURIES,ACTIONS, DAMAGES, SUITS,DE S, OR CLAIM, WHETHER
ULTIMATEL Y SUCCESSFUL OR NOT.
Licensee shall require all of its subcontractors to include in their subcontracts a release and
indemnity in favor of City in substantially the same form as above.
This Section shall survive the expiration or termination of this Agreement.
15. INSURANCE
During the term of this Agreement, Licensee shall procure and maintain at all times, in full force
and effect, a policy or policies of insurance that provide the specific coverage set forth in this
Section as well as any and ail other public risks related to Licensee's perforrr�ance of its
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obligations under this Agreement. Licensee shall specifically obtain the followin g t yp es
of
insurance at the following limits:
• commercial General Liabili :
$500,000 per occurrence
$ annual aggregate
Providing blanket contractual liability insurance products and completed o erations;
p
independent contractors liability; and coverage for property damage to City facilities.
• worker's Com ensation/Em to er's Liabili
Worker's compensation coverage and Employer's Liability:
$ Each Accident
$500,000 Disease Policy limit
$100,000 Disease Each Employee
• Auto Liabili :
$250,000 Bodily Injury Per Person Each Accident
$500,000 Bodily injury Each Accident
$100,000 Property Damage; or
$500,000 Combined Single Limit Each Accident
• yeterinary Malpractice:
If coverage is written on a claims-made basis, the retroactive date shall be coincident
with or prior to the date of this Agreement. The certificate of insurance shall state
that the coverage is claims-made and include the retroactive date. The insurance shall
be maintained for the duration of the Agreement and for five (5) years following
completion of service provided pursuant to the Agreement or for the warranty period,
whichever is longer. An annual certificate of insurance submitted to the City shall
evidence coverage. Coverage shall be in the following amounts:
(1) $l,000,0oo per occurrence or claim
(2) $2,000,000, aggregate
• General Requirements Avolicable to All Insurance:
Licensee shall promptly provide the City with certificates of insurance that verify
Licensee's compliance with the insurance requirements of this Agreement. The
City's Risk Manager shall have the right to review and evaluate Licensee's insurance
coverage and to make reasonable requests or revisions pertauung to the types and
limits of that coverage. Licensee shall comply with such requests or revisions as a
condition precedent to the effectiveness of this Agreement.
Policies shall be endorsed to provide the City of Fort worth a thirty- (30) day notice
of cancellation,material change in coverage, or non-renewal of coverage. Applicable
policies shall also be endorsed to name the City of Foil worth as an additional
insured, as its interests may appear(ATIMA).
The City, its officers, employees, and servants shall be endorsed as an additional
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insured on Licensee's insurance policies excepting employer's liability insurance
coverage under Licensee's workers' compensation insurance policy.
On the request of City, Licensee shall provide complete copies of all insurance
policies required by this Agreement. Current and revised certificates of insurance
shall be delivered to the Risk Management Division of the City of Fort worth, 1 000
Throckmorton Street, Fort Worth,Texas 76102.
Any failure on part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirements specified herein.
Insurers must be authorized to do business in the State of Texas and have a current A.
M. Best rating of A VII or equivalent measure of financial strength and solvency.
Deductible limits, or self-funded retention limits, on each policy must not exceed
$10,000.00 per occurrence unless otherwise approved by the City.
With the exception of workers compensation insurance, City may consider alternative
coverage or risk treatment measures through insurance pools or risk retention groups
in lieu of traditional insurance. Prior to employing such alternative coverage,
Licensee must be obtain City's written approval.
Workers' compensation insurance policy(s) covering employees of the Licensee shall
be endorsed with a waiver of subrogation providing rights of recovery in favor of the
city.
City shall not be responsible for the direct payment of insurance premium costs for
Licensee's insurance.
Licensee's insurance policies shall each be endorsed to provide that such insurance is
primary protection and that any self,-funded or commercial coverage maintained by
City shall not be called upon to contribute to loss recovery.
During any term of this Agreement, Licensee shall report to the Risk Management
Division in a timely manner any loss occurrence that could give rise to a liability
claim or lawsuit or that could result in a property loss. Licensee's liability shall not
be limited to the specified amounts of insurance required herein.
16. ASSIGNMENT
Licensee shall not assign or subcontract all or any part of its rights, privileges, or duties under
this Agreement without the prior written consent of City. Any attempted assignment of
subcontract without the City's prior written approval shall be void and constitute a breach of this
Agreement.
If City grants consent to an assignment, the assignee shall execute a written agreement with the
City and the Licensee under which the assignee agrees to be bound by the duties and obligations
of Licensee under this Agreement. The Licensee and Assignee shall be jointly liable for all
obligations under this Agreement prior to the assignment. If the City grants consent to a
subcontract, the subcontractor shall execute a written agreement with the Licensee reiererlciy~lg
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this Agreement under which the subcontractor shall agree to be bound by the duties and
obligations of the Licensee under this Agreement as such duties and may apply. The
obligations g Y
Licensee shall provide the City with a fully executed copy of any such subcontract.
17. COMPLIANCE WITH LAW
Licensee, its officers, agents, servants, employees, and subcontractors, shall abide by and comply
pY
with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is
agreed and understood that, if City calls to the attention of Licensee any such violation on the
part of Licensee or any of its officers, agents, servants, employees, or subcontractors, then
Licensee shall immediately desist from and correct such violation.
18. NON-DISCREMNATION
In the execution, performance, or attempted performance of this Agreement, Licensee will not
discriminate against any person or persons because of disability, age, familial status, sex, race,
religion, color, national origin, or sexual orientation, nor will Licensee permit its officers, agents,
servants, employees, or subcontractors to engage in such discrimination.
This Agreement is made and entered into with reference specifically to Chapter 17, Article III,
Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment
Practices"), and Licensee hereby covenants and agrees that Licensee, its officers, agents,
employees, and subcontractors have fully complied with all provisions of same and that no
employee or employee-applicant has been discriminated against by either Licensee, its officers,
agents, employees, or subcontractors.
19. RIGHT TO AUDIT
Licensee agrees that the City shall, until the expiration of three (3) years after final payment
under this Agreement, have access to and the right to examine any directly pertinent books,
documents, papers and records of the Licensee involving transactions relating to this Agreement.
Licensee agrees that the City shall have access during normal working hours to all necessary
Licensee facilities and shall be provided adequate and appropriate workspace in order to conduct
audits in compliance with the provisions of this section. The City shall give Licensee reasonable
advance notice of intended audits.
Licensee further agrees to include in all of its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years
after final payment under the subcontract, have access to and the right to examine any directly
pertinent books, documents, papers and records of such subcontractor involving transactions to
the subcontract, and further that City shall have access during normal working hours to all
subcontractor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor
reasonable advance notice of intended audits.
This Section shall survive the expiration or termination of this Agreement.
20, FISCAL FUNDING
In the event no funds or insufficient funds are appropriated by the City in any fiscal period for
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any payments hereunder, City will notify Licensee of such occurrence, and this Agreement shall
terminate on the last day of the fiscal period for which appropriations were received. Such
termination shall occur without penalty or expense to City of any kind whatsoever, except as to
portions of earned compensation for which funds shall have been appropriated.
21. GOVERNING LAW; VENUE
This Agreement will be governed by and construed in accordance with the laws of the State of
Texas. Should any action, whether real or asserted, at law or in equity, arise out of the
execution, performance, or attempted performance of this Agreement, venue for said action shall
lie in Tarrant County, Texas.
22. NOTICES
Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand-
delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other
Party shown below:
Charles W. Daniels, Assistant City Manager Stacey Schumacher
City of Fort worth Texas Coalition for the Protection of Animals
1000 Throckmorton St. PD Box 77016
Fort worth, Texas 76 102 Fort worth, TX 76 177
Such notice shall be deemed to have been received on the third day after it was deposited with
the United States Postal Service, directed to the last known address of the other Party, with
applicable postage charges prepaid.
23. NON-WAIVER
The failure of either Party to insist upon the performance of any term or provision of this
Agreement or to exercise any right herein conferred shall not be construed as a waiver or
relinquishment to any extent of City's or Licensee's right to assert or rely on any such term or
right on any future occasion.
24, DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION
Licensee hereby warrants to the City that Licensee has made full disclosure in writing of any
existing or potential conflicts of interest related to Licensee's provision of services on the
Premises under this Agreement. In the event that any conflicts of interest arise after the
execution of this Agreement, Licensee hereby agrees to mare full disclosure to the City in
writing immediately upon learning of such conflict.
Licensee, for itself, its officers, agents, servants, employees, and subcontractors, further agrees
that it shall treat all information provided to it by the City as confidential and shall not disclose
any such information to any third party without the prior written approval of the City.
25. THIRD PARTIES
Nothing in this Agreement shall be construed in anv mariner is create a cause of action for the
r
benefit of any person not a party to this Agreement, or to create any rights not otherwise existing
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at law for the benefit of any person not a party to this Agreement. Nothing in this Agreement
• . . . , '
shall be deemed to constitute a waiver of any lmmunity or affirmative defense that may be
asserted by Licensee or the City as to any claim of any thud party.
26. REVIEW OF COUNSEL
The Parties acknowledge that each Party and its counsel have had opportunity to review and
revise this Agreement and that the normal rules of construction and interpretation to the erect
that any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or the exhibits or amendments hereto.
27. GOVERNMENTAL POWERS
Both Parties agree and understand that the City does not waive or surrender any of its
governmental powers by execution of this Agreement.
28. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or
unpaired.
29. FORCE MAJEURE
If either Party is unable, either in whole or part, to fulfill its obligations under this Agreement
due to act of God; strike, lockout, or other industrial disturbance; act of public enemies; war;
blockade; insurrection; riot; epidemic; public health crisis; earthquake; fire; flood; restraint or
prohibition by any court, board, department, commission, or agency of the United States or of
any state; declaration of a state of disaster or emergency by the federal, state, county, or City
government in accordance with applicable law; any arrests and restraints; civil disturbances; or
explosions; or some other reason beyond the Party's reasonable control (collectively, "Force
Maj eure Event"'), the obligations so affected by such Force Maj eure Event will be suspended
only during the continuance of such event. If the Premises or any portion thereof shall be
destroyed or rendered unsafe for use or occupation by reason of a Force Majeure Event, the City
may, in its reasonable discretion and after consulting with Licensee, terminate this Agreement
effective immediately. Licensee hereby waives any claim against City for damages by
reason of any such termination.
30. HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
31. AMENDMENT
No amendment, modification, or alteration of the terms of this Agreement shall be binding unless
the same is in writing, dated subsequent to the date hereof, and duly executed by the Parties
hereto.
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32. ENTIRE AGREEMENT
This written instrument (together with any attachments, exhibits, and appendices) constitutes the
entire understanding between the Parties concerning the use of the Premises for the purposes
described herein, and any prier or contemporaneous, oral or written agreement that purports to
vary from the terms hereof shall be void.
Remainder of Wage Left Blank Intentionally
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Interim License Agreement- Silcox Animal Shelter page 13 of I5
EXHIBIT A
Low Cost Veterinary Services offered by the Texas Coalition for Animal Protection
At the chuck Silcox Animal Care and Control Center
Canine Vaccines:
Rabies$5.00
DHPP$1 0.00
Bordetella Vaccines: $10.00
Canine Influenza$15.00
Hea rtworm Testing$20.00
Heartworm Prevention (6 months of prevention)$25.00-$35.00
Feline Vaccines:
Rabies$5.00
Fel-V Vaccines: $10.00
FVRC P Vaccines: $10.00
FeLV1F lV Combo Test: $20.00
Additional Services.
General Dewormer$5.00
Droncit$1 0.00
Microchipping $30.00
Flea Preventative(1 Application) $10.00
Nail Trimming$10.04
Remainder of Page Left Blank Intentionally
Texas Coalition for Animal Protection
Interim License Agreement-Silcox Animal Shelter Page 14 of 15
SIGNATURE PAGE
CITY OF FORT WORTH,TEXAS TEXA CO TION FOR ANIMAL
PR¢T TIO
AL Ot
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W. Daniels Stacey r
Assistant City Manager Director
Date Signed:
RECOMMENDED: WITNESS:
Brandon Bennett '
Director, Code Compliance Dept.
APPROVED AS TO FORM
AND LEGALITY:
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Arthur N. Bashor
Assistant City Attorney
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ATTEST: 0o
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Mary J. Kayser � �o��°000000°°� .o
City Secretary �n�X,
No M&C Required
OFFICIAL RECORD
CITY SECRETARY
FT,WORTH,TX
Texas Coalition for Animal Protection
Interim License Agreement-Silcox Animal Shelter Page 15 of 15