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HomeMy WebLinkAbout065476 - General - Contract - Don't Forget to Feed Me Pet Food Bank, Inc.CSC No. 65476 DON'T FORGET TO FEED ME PET FOOD BANK, INC. Donation Distribution Partnership Agreement This Distribution Partnership Agreement ("Agreement") is made on 1/12/26 between Don't Forget to Feed Me Pet Food Bank, Inc., ("DF2FM"), Fort Worth, Texas, and City of Fort Worth ("Partner"), of Fort Worth . Hereinafter, DF2FM and Partner are collectively referred to as "Parties". The Parties enter into the following Agreement: Acknowledgment. DF2FM is a conduit through which pet food reaches pet families in need. a. DF2FM manages the physical collection of pet food and allocates the pet food to Partner, where then Partner distributes the pet food through their normal channels to clients. b. Partner desires to assist in the mission of DF2FM and further the interest of both Parties. c. Partner has provided DF2FM with Partner's guidelines that determine eligibility of the distribution and the recipients of the pet food, whereas DF2FM has agreed that the Partner's guidelines are within DF2FM parameters. II. Obligations of Partner. Partner represents, warrants, and agrees: a. To fully understand they are receiving product from DF2FM as a donation that is to be used for its intended purpose, not disposed of, recycled, sold, or used for any other purpose and that such product is accepted by Partner in "As Is" condition. b. DF2FM has the right, not the obligation, to provide pet food to the Partner and conduct either scheduled or unannounced inspections of Partner operations. c. They are a 501 (c) (3) non-profit organization (or Home, Not Alone senior serving agency) in good standing who serves without restrictions on age, race, creed, color, religion, national origin, gender, orientation, or disability and does not charge clientele for pet food. d. After being audited by Partner, if pet food cannot be used for intended purpose or exceeds need, it will be properly reported and returned to DF2FM. DF2FM provided pet food is not to be used for strays, ferals, rescues, or shelters. e. They will have sufficient staff, volunteers, members, or the like to assist DF2FM with loading/unloading and management of the receipt and distribution of pet food; all partners are required to provide this assistance. Partners distribute pet food to their clientele through their own regular processes. DF2FM staff/volunteers are not responsible for bringing pet food inside the partner's location nor arranging it on site for them. They will have adequate space for safe and sanitary storage of all pet food received from DF2FM. Containers used to provide pet food (crates/gaylords) are property of DF2FM and will be returned accordingly. f. When necessary, Partner must divide large pet food donations into smaller units for distribution. When dry pet food is received in large bags, Partner will be able to break down those bags into smaller units for more responsible distribution. Storage bags and/or labels are only available from DF2FM upon request and when inventory/budget allows. g. To use their normal assessment procedures to determine eligibility to receive pet food, and provide DF2FM with their procedures, demographics, and numbers for grant reporting purposes annually or as reasonably requested by DF2FM. h. Will accept and receive pet food which is provided by DF2FM on a pre -scheduled agreed upon cadence. Changes to schedule must be received within a reasonable amount of time for planning or distribution may be forfeited. Partners outside of Tarrant Country must be able to pick up pet food from DF2FM warehouse or make other reasonable and agreed -upon arrangements. i. Recognize and acknowledge DF2FM for the free pet food that is provided and ensure the clientele are aware of this resource. Including, but not limited to, onsite signage and online recognition. III. Obligations of DF2FM. DF2FM represents, warrants, and agrees: a. They have the right, not the obligation to provide pet food to Partner. DF2FM will provide pet food to Partner if the supply is accessible and available. Parties understand that it is possible that the supply might not meet the demand. OFFICIAL RECORD Donation Distribution Partnership Agreement CITY SECRETARY DF2FM FT. WORTH, TX b. That DF2FM will supply Partner with support and materials provided by, or at the direction of, DF2FM. c. If requested by Partner, DF2FM may provide Partner with pet food redistribution containers and/or labels, the amount and type of which are to be determined by DF2FM. IV. Termination. Either Party may terminate this Agreement for any reason upon thirty (30) days' written notice to the other Party. Said notice is to be sent to the contact listed herein for the respective Parties. V. Indemnification. Partner agrees to defend, indemnify, and hold harmless each officer, director, employee, or agent of DF2FM, from all claims, demands, damages, lawsuits, causes of action, fines, penalties (including attorneys' fees and costs) and any other liabilities whatsoever arising out of Partner's possession, use, transportation, disposal, or distribution of the pet food, or the negligent acts or omissions of Partner. VI. Amendment. No modification of this agreement will be effective unless it is in writing and is signed by both parties. This agreement binds and benefits both parties and any successors. This document, including any attachments, is the entire agreement between the parties. The undersigned acknowledges that they have read, understand, and agree to be legally bound by this Agreement and have been properly authorized and empowered to sign this Agreement on behalf of Partner. DF2FM: Name & Title: Maria Koegl, ED Signature. Date: 1/12/26 Partner: Dana Burghdoff Name & Title: Assistant City Manager 7�� r 1518 az EGG 07/06/2026 Signature: Dana Burghdoff (Jul 6, 2026/1:07:27 CE) Date: If the person above is not the Executive Director/President, please also obtain their signature below. Dave Lewis, Director 07/02/2026 Name & Title: Park & Recreation Department Signature: Date: Current pet food allocation (monthly): Eugene 200#dog/96#cat; Handley 140#dog/40#cat; Northside 440#dog/132#cat; Tri-Ethnic 24#dog/20#cat; Highland 24#dog/12#cat; Victory 20#dog/16#cat Diamond 460#dog/360#cat; Worth 48#dog/32#cat; Riverside 80#dog/80#cat; Como 200#dog/120#cat; Thomas 20#dog/16#cat 2026 Scheduled Dates: Mondays: 1/5, 2/9, 3/9, 4/13, 5/11, 6/26, 7/13, 8/17, 9/14, 10/5, 11/9, 12/7 • Northside • N. Tri-Ethnic • Riverside • Thomas Place Tuesdays: 1/13, 2/10, 3/10, 4/7, 5/5, 6/2, 7/7, 8/18, 9/8, 10/6, 11/3, 12/1 • Handley • Eugene McCray • Diamond Hill Wednesdays: 1/14, 2/11, 3/11, 4/8, 5/6, 6/3, 7/1, 8/12, 9/9, 10/7, 11/4, 12/2 • Highland Hills • Victory Forest • Worth Heights • Como Donation Distribution Partnership Agreement 2 DF2FM ADDENDUM TO DISTRIBUTION PARTNERSHIP AGREEMENT BETWEEN THE CITY OF FORT WORTH AND DON'T FORGET TO FEED ME PET FOOD BANK, INC. This Addendum to Distribution Partnership Agreement ("Addendum") is entered into by and between the CITY OF FORT WORTH ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized representative DON'T FORGET TO FEED ME PET FOOD BANK, INC ("DF2FM"), a Texas nonprofit corporation. The City and DF2FM are herein referred to individually as a ("Party") and collectively as the ("Parties"). The Contract documents shall include the following: 1. The Distribution Partnership Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Distribution Partnership Agreement, the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the Parties hereto, that the Parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Distribution Partnership Agreement shall be effective beginning on March 19, 2026 and unless terminated earlier pursuant to the terms herein shall expire March 20, 2026one year following. The City and DF2FM may agree, in writing to renew this Agreement for four (4) additional one-year periods (each a "Renewal Term"). The effective date for renewal terms will begin on the date that the Agreement is executed by the City. 2. Termination. a. Convenience. Either the City or Provider may terminate the Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the Parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. c. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Provider of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Addendum to Distribution Partnership Agreement Page 1 of 5 City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires the City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, the City objects to these terms, and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the Parties hereto shall be governed by and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of law's provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, the City objects to such terms, and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Sovereign Immunity. Nothing herein constitutes a waiver of the City's sovereign immunity. To the extent the Agreement requires the City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 6. Indemnity. To the extent the Agreement requires the City to indemnify or hold DF2FM or any third party harmless from damages of any kind or character, the City agrees only to indemnify DF2FM to the extent allowed by law. 7. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of the City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, the City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 8. Confidential Information. The City is a government entity under the laws of the State of Texas and all documents held or maintained by the City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that the City maintain records in violation of the Act, the City hereby objects to such provisions, and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, the City shall promptly notify DF2FM. It will be the responsibility of DF2FM to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 9. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of the City, the terms in this Addendum shall control. 10. Immigration and Nationality Act. DF2FM shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Addendum to Distribution Partnership Agreement Page 2 of 5 Employment Eligibility Verification Form (I-9). Upon request by the City, DF2FM shall provide the City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. DF2FM shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any DF2FM employee who is not legally eligible to perform such services. DF2FM SHALL INDEMNIFY THE CITY AND HOLD THE CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY PROVIDER, PROVIDER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. The City, upon written notice to DF2FM, shall have the right to immediately terminate this Agreement for violations of this provision by Provider. 11. No Boycott of Israel. If DF2FM has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Provider acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Provider certifies that Provider's signature provides written verification to the City that DF2FM: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 12. Right to Audit. With the exception of goods and services that are donated by DF2FM, or for which the City has not paid any funds, DF2FM agrees that the City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of DF2FM involving transactions relating to the Agreement. DF2FM agrees that the City shall have access during normal working hours to all necessary DF2FM 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 DF2FM reasonable advance notice of intended audits. 13. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 14. Independent Contractor. It is expressly understood and agreed that DF2FM shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, DF2FM shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, DF2FMs and subcontractors. DF2FM acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and DF2FM, its officers, agents, employees, servants, DF2FMs Addendum to Distribution Partnership Agreement Page 3 of 5 and subcontractors. DF2FM further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and DF2FM. It is further understood that City shall, in no way, be considered a co -employer or a joint employer of DF2FM or any officers, agents, servants, employees or subcontractor of DF2FM. Neither DF2FM, nor any officers, agents, servants, employees or subcontractor of DF2FM shall be entitled to any employment benefits from City. DF2FM shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 15. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement requires the City to purchase insurance, the City objects to any such provision, the Parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. The City will provide a letter of self -insured status if requested by Provider. (signature page follows) Addendum to Distribution Partnership Agreement Page 4 of 5 IN WITNESS WHEREOF, the Parties have executed this Addendum to Distribution Partner hip Agreement type received in multiples. CITY: Z7gji ?J By: Dana Burghdoff (Jul 6, 2026,4(:07:27 C ) Name: Dana Burghdoff Title: Assistant City Manager 07/06/2026 Date: PROVIDER: Kea By: Name: Maria Koegel Title: Executive Director Email: manager@dontforgettofeedme.org Telephone: 817-334-0727 Date: 06/03/2026 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: Name: Dave Lewis Title: Director Park & Recreation Department Name: Monique Hill Title: Assistant Director Park & Recreation Department Approved as to Form and Legality: By: Name: Hye Won Kim Title: Assistant City Attorney Contract Authorization: M&C: N/A Form 1295: N/A Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Eric Lopez Title: District Superintendent Park & Recreation Department 4.d4uvpp4Il p�`o 89.10 Pv8 a=e° City Secretary: (J n n�Xgg4pp By: Name Title: Jannette Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum to Distribution Partnership Agreement Page 5 of 5 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: DON'T FORGET TO FEED ME PET FOOD BANK, INC. Subject of the Agreement: Please review and complete the attached Partnership Agreement with Don't Forget 2 Feed Me Pet Food Bank, Inc. for donation distribution of pet food at various community centers. M&C Approved by the Council? * Yes ❑ No If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: March 19, 2026 Expiration Date: March 20, 2027 If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. N/A *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.