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HomeMy WebLinkAboutContract 43544 (2)STATE OF TEXAS COMITY OF TARRANT CIITY SECRETARY CONTRACT NO. KNOWN V 1 V ALL BY THESE I 'J 1i. R.H S I V TS: 1�JCENSI , gG I{ EM NT THIS ! JC KNSH AGREEMENT ("Agreement") is made and entered into by the CITY OF FORT WTI ''.TH, ("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 CO ! ITION FOR ANIMAL P TECTION (TIC A\ 1') ("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 laws 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, deworming, and basic limited veterinary care; and 4 F i G I14 P 'A S there is q n large unmet Heed for lnnxr-rust trac inati ons, rlewnrming, 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 ItATI l l�1' A Q the Pity rlAcirnq to pQt�hligb a nriv2te nnhl in nartnerchin that offers lnut rnct i agBli„s, 8l�l, ♦.i1V t/lV 1 vFd 11 YJV a.v aJV a. vis L' & r% piii v wv�i �✓..-►v —.a p+ =,� !� J-1 vaccinations, deworming, and basic limited veterinary care to the public o 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, deworming, and basic limited veterinary care by offering these services at the Chuck Silcox Animal Control and Care Center; and NOW, WIM EF0 • , 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 o PUPPURPOSE Tll ♦ i 1 tine 1' i t li_ i • J.. t •s�� ,..,� animal control i This Agreement is Ior purpose of allowing the Licensee to use Ci iy -o wiieu ainmal cont of 08-30-12 PO1 :57 IN • OFFICIAL RECORD CITY SECRETARY , S I. �l� H, 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 76119 (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 teiiii 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 m 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 hail I, 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 Equipment: 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 provide, at its sole cost and expense, all necessary consumable supplies, necessary to operate the low cost vaccmation cynic. No Scheduling of Appointments Licensee shall be permitted to use the Premises for the purposes of providing those vaccination procedures listed in Exhibit A, whicn is incorporated herein for all purposes as though it were set Texas Coalition for Animal Protection interim License Agreement - Silcox Animal Shelter Page 2 of 15 forth at length. Only services listed in Exhibit A may be provided. The Parties may periodically 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; Oualifications 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. Building 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. Texas Coalition for Animal Protection Interim License Agreement - Silcox Animal Shelter Page 3 of 15 Signage Between the hours of 6:00 P.M. and 8:00 P.M. on Tuesday, the Licensee may attach one 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 agents employees contractors, subcontractors. invitees, licensees, or euests for any damaeto any person or property due to the acts or omissions on the Premises of the Licensee, its agents. employees, contractors, subcontractors, volunteers. or program participants unless such damage is caused by the gross negligence or wilifui mi,cundiuct of Texas Coalition for Animal Protection Interim License Agreement - Silcox Animal Shelter Page 4 of 15 City or its agents, employees, separate contractors or subcontractors. 7. NO SERVICES Unless otherwise specified in this Agreement, the City shall not furnish the Licensee with any utilities, cleaning, hghting, 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 WASTE 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. 10. DUTIES OF PARTIES WITH RESPECT TO PREMISES AND CHUCK SILCOX ANIMAL CARE AND CONTROL CENTER Duty 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. Duty to Repair 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 visitmg the Premises upon the invitation of the Licensee. The City shall determine in its reasonable judgment whether any damage has been done, the amn,;rnt of the damage, the reasonable costs of repairing the damage, and whether, 1 nder the terms of the Agreement, the Licensee is responsible. City shall provide Licensee with documentation of alleged damage and costs to repair such damage. Texas Coalition for Animal Protection Interim License Agreement - Silcox Animal Shelter Page 5 of 15 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 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 inder 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 relmquish 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, Texas Coalition for Animal Protection Interim License Agreement - Silcox Animal Shelter Page 6 of 15 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 RISK 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, OR 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 OFANY CHARACTER, NAME, OR DESCRIPTION BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES, ACTIONS, DAMAGES, SUITS, DEMANDS, OR CLAIMS RECEIVED OR SUSTAINED BY ANY PERSON, ANIMAL, OR PROPERTY DUE TO ANY NEGLIGENT ACT, OMISSION, MALFEASANCE, CONDUCT, MALPRACTICE, OR FAULT OF THE LICENSEE, OR OF ITS AGENT, MEMBER, EMPLOYEE, SERVANT, CONTRACTOR, SUBCONTRACTOR, OR SUPPLIER IN THE EXECUTION OF, OR PERFORMANCE UNDER, THIS AGREEMENT. LICENSEE SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY OF FORT WORTH, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM INJURIES, ACTIONS, DAMAGES, SUITS, DEMANDS, OR CLAIMS OF THE LICENSEE, ITS CLIENTS, CUSTOMERS, AGENTS, SERVANTS, OR 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 JUDGMENT'S`, ATTORNEY FEES, AND COSTS THAT MAY BE OBTAINED AGAINST THE CITY OF FORT WORTH GROWING OUT OFANY INJURIES, ACTIONS, DAMAGES, SUITS, DEMANDS, OR CLAIM, WHETHER ULTIMATELY SUCCESSFUL OR NOT. Licensee shall require all of its subcontractors to include in their subcontracts a release and indemnity m 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 tnat provide the specific coverage set forth m this Section as well as any and all other public risks related to Licensees per oilna c of its Texas Coalition for Animal Protection Interim License Agreement - Silcox Animal Shelter Page 7 of 15 obligations under this Agreement. Licensee shall specifically obtain the following types of insurance at the following limits: • Commercial General Liability: $500,000 per occurrence $1,000,00 annual aggregate Providing blanket contractual liability insurance products and completed operations; independent contractor's liability and coverage for property damage to City facilities. • Worker's Compensation/Employer's Liability: Worker's compensation coverage and Employer's Liability: $100,000 Each Accident $500,000 Disease — Policy limit $100,000 Disease — Each Employee • Auto Liability: $250,000 Bodily Injury Per Person Each Accident $500,000 Bodily mjury Each Accident $100,000 Property Damage• or $500,000 Combined Single Limit Each Accident • Veterinary 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) $1,000,000 (2) $2,0C,C00 per nccurrence or Claire aggregate • General Requirements Applicable to All Insurance: Licensee shall promptly provide the City with certificates of insurance that verify Licensee's compliance with the msurance 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 pertaining 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 Texas Coalition for Animal Protection interim License Agreement - Silcox Animal Shelter Page 8 of 15 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, 1000 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 iise 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 r subcontract, the subcontractor shall execute a written agreement with the Licensee rererencing Texas Coalition for Animal Protection interim License Agreement - Silcox Animal Shelter Page 9 of 15 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 obligations may apply. The 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 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-DISCRIMINATION In the execution, perfoiinance, 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 filly 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 Texas Coalition for Animal Protection interim License Agreement - Silcox Animal Shelter Page 10 of 15 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 he 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 City of Fort Worth 1000 Throckmorton St Fort Worth, Texas 76102 Stacey Schumacher Texas Coalition for the Protection of Animals PO Box 77016 Fort Worth, TX 76177 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 than 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 make 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 Nntliina thiq Aaa-reernent shall lase rnnstrjed in nr_v mariner to create a cause of action for the benefit of any person not a party to this Agreement, or to create any rights not otherwise existing Texas Coalition for Animal Protection Interim License Agreement - Silcox Animal Shelter Page 11 of 15 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 immunity or affirmative defense that may be asserted by Licensee or the City as to any claim of any third 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 effect 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. GOVERI'4MENTAL 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 impaired 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 Majeure Event"), the obligations so affected by such Force Majeure 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 heretn. Texas Coalition for Animal Protection Interim License Agreement - Silcox Animal Shelter Page 12 of 15 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 prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. Remainder of Page Left Blank Intentionally Texas Coalition for Animal Protection Interim License Agreement - Silcox Animal Shelter Page 13 of 15 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 $10.00 Bordetella Vaccines: $10.00 Canine Influenza $15.00 Heartworm Testing $20.00 Heartworm Prevention (6 months of prevention) $25.00-$35.00 Feline Vaccines - Rabies $5.00 FeLV Vaccines: $10.00 FVRCP Vaccines: $10.00 FeLV/FIV Combo Test: $20.00 Additional Services: General Dewormer $5.00 Droncit $10.00 Microchipping $30.00 Flea Preventative (1 Application) $10.00 Nail Trimming $10.00 Remainder of Page Left Blank Intentionally Texas Coalition for Animal Protection Interim License Agreement - Silcox Animal Shelter Page 14 of 15 s GNA IL REP GE CITY OF FORT li W ' : r Tit TEXAS h't � PION 1�i FOR ANIMAL PROT TION T 4111.. ales W. Daniels Assistant City Manager Date Signed: RECOMMENDED: Stacey Su c Director WITNES S : 3,43-okyt/ Brandon Bennett 0 Director, Code Compliance Dept. APPROVED AS TO FORM AND LEGALITY: it , ,,44,-.‘" -____.\ ii / Arthur N. Bashor Assistant City .i-uiurney ATTEST: <,..csonsuati, 490-77.-; te- no c,;,41:izi 47 ,,,:;-\\,c 00 006-I ®� Q 0 g 0 Tel fri 0 43 )Wihk.Lt a� Q � �( L'iJ T v1ct y J. Kayser �dk;Igia(S) Ucii ©©00 City Secretary� ' ' No M&C Required do 1 ;7 Sri; ! f 3i." i ,y h I �(.t )`"%' 11 )p(� f 1k ,� . Texas Coalition for Animal Protection Interim License Agreement - Silcox Animal Shelter Purge 15 of 15