Ordinance No. 15,757 ORDINANCE NO. 15,757
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO
EXECUTE AND THE CITY CLERK TO ATTEST TO A GRANT AGREEMENT
WITH BEST FRIENDS ANIMAL SOCIETY FOR THE IMPLEMENATION OF
THE COMMUNITY CAT PROGRAM AND KITTEN LIFESAVING
PROGRAMMING; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the City Council of the City of Baytown hereby authorizes and directs
the City Manager to execute and the City Clerk to attest to a Grant Agreement with Best Friends
Animal Society for the implementation of the Community Cat Program and Kitten Lifesaving
Program. A copy of the agreement is attached hereto, marked Exhibit"A," and made a part hereof
for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown.
INTRODUCED, READ and PASSEqRAND;ON
ffirmote of the Ci Council of the
City of Baytown this the 281h day of March, 2
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APPROVED AS TO FORM:
SCOTT L OND, City Attorney
R:'.Kristm Holmes•.Ordinances\2024.03.28.2024 AgendaWAS.Community Cat Program.Grant Agreement.kh.docx
Exhibit "A"
Best Frienas
„ SAVE THEM ALL
Atlanta iab • Los Angeles • New York City • Salt Lake City
BEST FRIENDS ANIMAL SOCIETY
GRANT AGREEMENT
BACKGROUND
Best Friends Animals Society ("BFAS") is a 501(c)(3) nonprofit corporation based in Kanab, Utah,
whose mission is No More Homeless Pets®. Best Friends feels privileged to help save lives by
working with organizations and agencies by providing funding for specific projects and/or needs in
our commitment to No Kill 2025.
Recipient is a 501(c)(3) nonprofit animal welfare charity or a municipal shelter which has
submitted a grant request to Best Friends requesting to be awarded a grant pursuant to the scope
of the program below. The funds shall be disbursed upon receipt of the signed agreement and
copy of the Recipient's IRS FORM W9.
This grant agreement("Agreement") will govern the terms of the Grant. The Parties hereby agree
to the following terms and conditions as of the date on which it is fully executed by both parties
(the "Effective Date").
Grant Agreement Reference:
Recipient Organization Business Name: City of Baytown
EI N: 74-6000246
Name of Project: City of Baytown Community Cat Grant Proposal Amount:
$20,000.00
The term of this Agreement, unless terminated pursuant to Section 8 below will be from the
Effective Date through Grant Project Deadline as defined below (the "Grant Period").
Recipient acknowledges that BFAS and its representatives have made no actual or implied
promise of funding except for the amount specified in this Agreement.
Grant will be provided in payment(s)with Best Friends' obligation to disburse funds conditional
upon receipt of Recipient's IRS Form W-9.
A grant of$20,000 will be distributed in 2 installments over a 6 month period in the following
manner:
1. First installment of$13,000 will be paid within thirty (30) days upon receipt by Best Friends
Animal Society of the executed Agreement and IRS Form W9:
2. Second installment of$7,000 is contingent upon the following, and will be paid at 3
months after the first installment date, so long as the following requirements are met:
a. Best Friends receipt of detailed data as set forth in Section 2 for the first 3 months of the
program.
b.Recipient has achieved and maintained a 90% save rate for cats for at least three (3) months.
c. Recipient has undergone all trainings in Section 2 of this document.
d.Recipient has purchased supplies and made surgery suite fully functional for high volume, high
quality spay/neuter surgeries.
Section 1. Use of Grant Fund.
Recipient agrees to use the Grant for the program or project as described below and for no other
purposes.
All grant funds must be spent by: September 30, 2024 (the "Grant Project Deadline").
Recipient agrees that funding provided is to achieve:
• At least 300 community cat surgeries during the Grant Period that will include sterilization, rabies
vaccine, FVRCP vaccine, and an ear-tip.
• Operational supplies for the program such as mammal dens, humane deterrents, kitten kits for
intake diversion, and other supplies for community cat programming.
• Increased resources for foster families for in-shelter cats and kittens as well as Good Samaritan
finders such as snuggle discs, kitten milk replacer, and medical care.
• Surgery supplies to increase functionality and speed during high-quality, high-volume surgery
days.
Section 2. Grantee Requirements and Reports
• Recipient agrees to provide Monthly grant reports using forms provided by Best Friends
that outline the use of the Grant funds. These forms will require providing data, including
but not limited to, the number of animals services, type of service, by species of animal
(dog or cat), and identifying if the animal was a shelter or public animals. These reports
must be submitted monthly to Deyra Galvan at deyrag@bestfriends.org or Leah Long at
leah long 6Wbestfriends.org by the fifteenth day of the following month. Recipient agrees
that if the grant funds have not been exhausted prior to August 31, 2024, Recipient will
provide a final report by October 15, 2024 covering the month of September 2024.
• In addition, Recipient agrees to register and submit monthly data reporting using the
Shelter Pet Data Alliance website by the fifteenth day of the following month with
information covering the term through September 30, 2024. Thus, Recipient has until
October 15, 2024 to submit information for the month of September 2024.
• The recipient agrees to use proven strategies for comprehensive community cat
programming that ensures positive outcome eligibility extends to all healthy, stray intake-
type cats that have an accurate address.
• The recipient agrees to implement proven strategies for pathway planning and protocols
for sanitation that ensures a healthy shelter population to maximize positive outcomes.
• City of Baytown will need to participate in training and mentorship on community cat
programming (CCP) and Kitten Lifesaving Programming within 90 days of the agreement
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at a time designated between Leah Long, Deyra Galvan or another Best Friends Animal
Society designated staff member. Community cat programming (CCP) includes
establishing a TNVR-in-lieu of intake program as Best Friends supports the shelter in
creating a plan with partnered clinics, intake conversations, eligibility criteria, complaint
mitigation, connecting with the community, messaging around the program, and marketing
materials. Funding would cover surgery packages for community cats which include
sterilization, FVRCP and rabies vaccination, and ear tip; marketing materials, and the
purchase of humane deterrents to loan out to the community. Kitten lifesaving
programming includes conversational talking points for individuals who find kittens,
returning kittens to mom in the community, and recruiting finders to foster for those kittens
who cannot return to mom, as well as scaling up foster programming to help recruit and
retain dedicated fosters. Funding would include the purchase of kitten kit supplies to give
to fosters of truly abandoned kittens and to increase medical treatment options for ill or
injured kittens.
• The recipient agrees to monthly follow-up calls (as needed)for the duration of the Grant.
• With the final grant report, Recipient will provide any relevant success stories of animals
helped through the program, or descriptions of how the Grant has impacted the target
community.
Section 3. Grant Branding Terms and Promotion
Recipient shall cooperate with Best Friends regarding the promotion of the Grant. Both Parties
may issue reports or statements to its members, the media, and the public about the Grant. This
includes, but is not limited to websites, newsletters, press releases, magazine articles, blogs, and
podcasts. Recipient shall reasonably cooperate with Best Friends staff, volunteer team leaders,
and news or magazine writers in the production of such news content. Recipient agrees to
cooperate with Best Friends and facilitate promotion of the Grant through the Best Friends
website, newsletters, electronic news distributions, press releases, and other media outlets.
Section 4. Photo, Video, Digital and Audio Release
Recipient grants to BFAS permission and rights to photograph, video, and audio record any of
Recipient's programs or events for the duration of the Grant so long as the program or event at
issue is reasonably related to the Grant. Recipient grants BFAS the right to indefinitely use such
photographs, videos or digital images and voices. This release covers all photos, videos, and
audio recordings made by BFAS or its employees, contractors, or agents concerning programs or
events reasonably related to the Grant as stated above Recipient understands and agrees that
these photographs, videos, or digital images and recordings may be used by BFAS in its sole
discretion including for identification purposes, to promote or report about BFAS events, activities,
and mission; to raise donations, or for other purposes. This includes, but is not limited to, any
royalties, proceeds, or other benefits derived from such images or recordings. This release
remains in effect even after the end of the Grant Period.
To the full extent permitted by law, Recipient further agrees not to make any claim against BFAS
or its employees, contractors, or agents for the use of these photographs, videos or digital image
or voice recordings. Recipient understands this agreement releases and forever discharges BFAS
from any liability to Recipient, its successors, and assigns with respect to personal injury, property
damage or other loss or damages that may result as a result from the making and use of
photographs, videos or digital image or voice recordings. This section does not extend to any
photograph, video, or audio record of any individual without their express consent.
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Section 5. Non-Disparagement
During the term of this agreement and for a period of one year, Recipient agrees to take
reasonable commercial measures to ensure that its representatives and official media outlets do
not make statements, including but not limited to social media posts, regarding the activities
covered by this Agreement that are intended to or likely to bring Best Friends into disrepute.
Standard Terms and Agreement
Section 6. Grant Recipient Representations and Warranties Recipient represents and
warrants as follows during the Term of this Agreement:
A. Recipient is a qualified 501(c)(3) entity or government organization.
B. Recipient acknowledges that its animal welfare activities may be governed by a variety of
federal, state, and local laws. Recipient hereby warrants that it shall use its best efforts to
comply with all applicable laws and shall not knowingly violate same.
C. There are no claims, investigations, or proceedings in progress, pending or threatened
against Recipient which, if determined adversely, would have a material effect on
Recipient's ability to fulfill its obligations pursuant to this Agreement and there are no
claims, investigations, or proceedings in progress, pending or threatened against
Recipient which involve animal neglect or abuse.
D. The individual signing this Agreement on behalf of Recipient is legally competent to enter
into this Agreement duly authorized to do so by the Recipient.
Section 7. Grant Restrictions
In addition to abiding by the requirement that the Grant funds be used in furtherance of the
program described in Recipient's grant application, Recipient specifically agrees that no portion of
the Grant funds will be used for any of the following: (i)to lobby or otherwise attempt to influence
legislation; (ii)to influence outcome of any specific public election or participate or intervene in
any political campaign on behalf of any candidate for public office or conduct, directly or indirectly;
(iii) to support or oppose any elected official or candidate for public office or on any particular
issue.
Section 8. Termination
Recipient may terminate this Agreement upon providing ten (10) business days written notice to
Best Friends in the event of the following events of default:
(i) By its actions or statements, Best Friends materially harms Recipient as
determined by Recipient in its reasonable judgment;
(ii) Best Friends files for bankruptcy, sells, assigns, or transfers the majority of its
assets to another entity, or ceases to operate as a nonprofit corporation.
Best Friends may terminate this Agreement upon providing ten (10) business days written notice
to the Recipient in the event of the following events of default:
(i) By its actions or statements, Recipient materially harms Best Friends as
determined by Best Friends in its reasonable judgment:
(ii) Recipient files for bankruptcy, sells, assigns, or transfers the majority of its assets
to another entity, or ceases to operate as a nonprofit corporation (if a nonprofit
corporation); or
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(iii) Recipient fails to perform its commitments as set out in this Agreement, including,
in the reasonable judgment of Best Friends, failing to carry out the Project with reasonable
diligence to meet the goal of saving as many animal lives as possible or has not worked in
good faith with professionalism to achieve the mutually agreed upon Goals.
In the event Best Friends terminates this Agreement pursuant to this section, Best Friends has no
obligation to pay Recipient any grant payment not yet due at the time of the notice of such
termination.
Section 9. Intellectual Property License
Neither Party may use the other Party's logos, trademarks, or other intellectual property without
express written permission of the other Party.
Section 10. Release
To the full extent permitted by law, the Grant Recipient, their directors, officers, employees,
representatives, agents, successors, and assigns, agree never to bring a claim or suit against
Best Friends relating to the Grant and its receipt of service. The Recipient agrees Best Friends
and its directors, officers, employees, representatives, agents, representatives, contractors,
successors and assigns ("Releasees") are not responsible for any of the decisions, plans,
guidelines, work, or activities related to or arising from the Grant. The Recipient releases Best
Friends and its directors, founders, employees, officers, agents, representatives, contractors,
volunteers, successors and assigns from all liability arising from any work or activities related to
the Grant. The Recipient understands this agreement discharges Releasees from any liability to
the Recipients with respect to bodily injury, personal injury, illness, death, property damage or
other loss of any kind or nature whatsoever, direct, or indirect, known or unknown, that may result
as a result of the Recipient's work, participation and activities related to this Grant.
Section 11. Indemnity Agreement
Except as prohibited by law, including Article XI, Section 7 of the Texas Constitution, the
Recipient and its directors, officers, agents, employees, representatives, successors and assigns,
agree to indemnify and hold harmless for all bodily injury, personal injury, illness, death, property
damage or other losses of any kind or nature whatsoever, direct or indirect, known or unknown,
including attorney's fees and costs of litigation that result to anyone else or any other entity
because of Recipient's actions or omissions related to the Project or any breach by Recipient of
this Agreement. This includes lone acts or omissions by the Recipient as well as the combined
acts of the Recipient with others. Notwithstanding the foregoing, nothing hereunder shall be
construed as requiring the Recipient to incur debt, assess or collect funds, levy a tax or create a
sinking fund to satisfy any obligations created by this section.
Section 12. No Third-Party Beneficiaries
Nothing in this Agreement shall be construed to give any person or entity other than the Parties to
this Agreement any legal or equitable claim, right or remedy; rather, this Agreement is intended to
be for the sole and exclusive benefit of the Parties hereto.
S
Section 13. Survival of Terms
The intellectual property rights, including the rights to use photos, digital, audio and video
materials, agreed to in this agreement are perpetual. The releases are perpetual. The Non-
Disparagement clause survives for one year following the disbursement of funds from BFAS to
Recipient.
Section 14. Other Terms
The provisions in this Agreement bind the successors and assigns of Recipient. Each term of this
Agreement is material. Recipient agrees that in the event that any clause or provision of this
agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such
clause or provision shall not otherwise affect the remaining provisions of this agreement. This is
the entire agreement between the Parties and supersedes any other verbal or written statements,
representations, or promises.
This Agreement shall not be construed to constitute any form of partnership, agency, or joint
venture between BFAS and Recipient. Neither Party is responsible in any way for the debts of the
other or any other party, or any breach of any law, rule, regulation, complaint, grievance, custom,
or guideline of the other. Neither Party has authority to bind the other to any contractual or other
agreements and in no event shall either Party represent or hold itself out as acting on behalf of
the other Party hereto.
[The remainder of this page is left intentionally blank. The signature page follows.]
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By signing below, Recipient and Best Friends acknowledge and agree to the terms of this
Agreement. If signing electronically, the Parties acknowledge that they have read this Agreement
and indicate their intent to electronically sign and be bound by the terms and conditions therein.
They agree that their electronic signatures are intended to authenticate this writing and to have
the same force and effect as a manual signature for purposes of validity, enforceability, and
admissibility.
City of Baytown
By:
Printed Name:
Title:
Date:
Best Friends Animal Society
By:
Printed Name: Sophia Proler
Title: Regional Director—South Central
Date:
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