HomeMy WebLinkAboutFeeders Supply Adoption Clinic Agreement (BPW approved 4/2/25) City of Jeffersonville
Government Contract Coversheet
Please note: All information MUST be completely filled out and submitted to Clerk's Office
within 48 hrs of execution.
Date Submitted to Clerk: 4/2/2025
Department: Animal Shelter
Vendor Name: Feeders Supply
Sign Date: 4/2/2025
Ending Date:
Amount of Original Contract:
Is this an amendment or change order
to original contract? Yes or No
Amended Contract Amount:
Purpose: Agreement between Feeders Supply and Jeffersonville
Animal Shelter to house adoptable cats at the Holiday
Manor location.
For Clerk's Office to fill out
Date uploaded to Gateway:
ADOPTION CLINIC AGREEMENT
This ADOPTION CLINIC AGREEMENT ("Agreement") is entered into and made
effective as of this day of , 202 . By and between FEEDERS SUPPLY
COMPANY, LLC, a Kentucky limited liability company, with offices at 1740 Research Drive,
Louisville, Kentucky 40299 ("Feeders"), and the non-profit animal shelter identified below
("Shelter") (Shelter and Feeders may collectively be referred to herein as "Parties"):
Full legal name of Shelter:
Mailing Address of Shelter:
WITNESSETH
WHEREAS, Shelter is a non-profit or for-profit entity engaged in the business of
education, advocacy and relocation of domestic animals;
WHEREAS, Shelter desires to hold"Adoption Clinics"on the business premises of
Feeders at times and in locations convenient to Feeders;
WHEREAS, Feeders is willing to allow Shelter to hold Adoption Clinics on Feeders'
business premises, but only if Shelter agrees to the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the foregoing, the agreements contained in this
Agreement and other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Definitions. As used in this Agreement, the following capitalized terms shall have the
following meanings:
"Indemnified Parties"means (a) Feeders, (b) each director, officer, shareholder,member,
employee, agent, representative, affiliate and subsidiary of Feeders, and (c) each successor and
assign of Feeders, including any successors or assigns by merger, consolidation or acquisition of
all or substantially all of the assets or business of Feeders.
"Losses" means any and all losses, costs and expenses incurred by Indemnified Parties in
respect of or as a result of any or all claims, suits, liabilities, causes of action, demands,
proceedings, debts, damages (including punitive and consequential damages), penalties,
judgments, orders, or amounts paid in settlement, of whatever kind or nature, including reasonable
attorneys' fees and expenses.
"Adoption Clinic"means either(a)a"pop-up"pet adoption clinic held for a defined period
of time or (b) an ongoing or regularly occurring pet adoption clinic, both of which are conducted
at any store or other location owned or leased by Feeders,for the purpose of(i)educating the public
regarding animal care or other animal advocacy or(ii) identifying new homes for pets.
2. Term. The term of this Agreement ("Term") shall continue until such time as it is
terminated by either Feeders or Shelter by delivery of 30 days' prior written notice to the other.
Shelter understands and agrees that it may not conduct an Adoption Clinic at any Feeders location
unless this Agreement is in full force and effect and Shelter is in full compliance with the insurance
requirements set forth in Section 5 below.
3. Responsibilities of Shelter during Adoption Clinic. Adoption Clinics shall be scheduled
and held at the sole discretion of Feeders. Feeders reserves the right in its sole discretion to (a)
approve or deny any request to schedule an Adoption Clinic and(b)at any time and for any reason,
cancel any established,regular or previously scheduled Adoption Clinic. Shelter agrees to comply
with any and all rules established from time to time by Feeders for conducting such Adoption
Clinics, including without limitation, the following: (i) Shelter shall provide experienced staff to
run each Adoption Clinic,(ii)Adoption Clinics shall be operated in a manner that does not interfere
with the business operations of Feeders, (iii) Shelter shall be solely responsible for transporting
animals to and from the Adoption Clinic, and (iv) Shelter shall be solely responsible for the care
and supervision of the animals participating in the Adoption Clinic including without limitation:
(A) routinely cleaning inside, outside and around all pet habitats and enclosures, (B) providing
sufficient food and water to such animals, and(C)ensuring the habitats and enclosures utilized by
such animals are free from debris and pests.
4. Indemnification by Shelter. Shelter covenants and agrees, at Shelter's sole cost and
expense,to protect,indemnify,defend,release and hold harmless each Indemnified Party from and
against any and all Losses arising from or out of, or otherwise relating to any Adoption Clinic.
Shelter shall immediately notify Feeders in writing should Shelter become aware of (a) any
potential claim or liability with respect to an Adoption Clinic, or (b) the initiation of any
investigation, inquiry or proceeding involving an Adoption Clinic. Feeders shall have the right, at
the sole expense of Shelter, to employ separate legal counsel in any such action and to participate
in the defense thereof. All Losses shall be immediately reimbursable to Feeders when and as
incurred and, in the event of any litigation, claim or other proceeding, without any requirement of
waiting for the ultimate outcome of such litigation, claim or other proceeding. The provisions of
this Section 4 shall survive any termination of the Agreement.
5. Insurance Requirements.
A. During the Term and for one year thereafter, Shelter shall maintain the
following insurance requirements:
(a) Commercial General Liability$1,000,000 each incident
$2,000,000 aggregate
Additional Insured CG 2010
Additional Insured CG 2037
(b)Workers Compensation Minimum statutory limits
(c) Automobile Liability Coverage$1,000,000 policy limit
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B. Prior to holding any Adoption Clinic, Shelter shall provide a Certificate of
Insurance to Feeders which establishes to the satisfaction of Feeders that Feeders has been added
to Shelter's insurance policy as an additional insured. Such Certificate of Insurance must include
the following language: "Feeders Supply Company, LLC and its agents, officers, directors and
employees are hereby listed as additional insureds for all insurance evidenced on this certificate
and coverage is provided on a primary and non-contributory basis." Applicable deductibles and
self-insured retention must also be listed on the certificate.
C. Shelter shall also provide documentation to Feeders confirming there is no "dog
bite"or other animal liability exclusion applicable to the Shelter's Commercial General Liability
Insurance. Cancellation of insurance notice must be provided in writing to Feeders (and noted on
the Certificate of Insurance)no less than 30 days prior to cancellation.
6. Waiver of Subrogation. Shelter waives any and all rights of subrogation against Feeders
and its agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by commercial general liability, commercial umbrella coverage, automobile
liability, workers compensation and employers liability insurance maintained per requirements
listed above. This waiver of recovery of rights shall also be shown on the furnished Certificate of
Insurance.
7. Entire Agreement; Amendment; Severability. This Agreement contains the entire
agreement between the Parties respecting the matters herein set forth and supersedes all prior
agreements,whether written or oral,between the Parties respecting such matters.Any amendments
or modifications hereto, in order to be effective, shall be in writing and executed by the Parties. If
any provision of this Agreement or the application thereof to any person or circumstance shall be
invalid,illegal or unenforceable to any extent,the remainder of this Agreement and the application
of the provisions hereof to other entities, persons or circumstances shall not be affected thereby
and shall be enforced to the fullest extent permitted by law. This Agreement shall bind the Parties
and their respective successors and assigns.
8. Governing Law. Shelter agrees that this Agreement shall be governed by the laws of
the Commonwealth of Kentucky.
9.No Waiver;Business Days.The failure of any Party hereto to enforce any right or remedy
hereunder, or to promptly enforce any such right or remedy, shall not constitute a waiver thereof
nor give rise to any estoppel against such party nor excuse any of the parties hereto from their
respective obligations hereunder.Any waiver of such right or remedy must be in writing and signed
by the party to be bound. This Agreement is subject to enforcement at law or in equity, including
actions for damages or specific performance.
10. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original,but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the
date first written above.
"SHELTER"
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'authorizes f-presentative]
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[signature of. thorized represent;Live]
"FEEDERS"
FEEDERS SUPPLY COMPANY, LLC
By:
Its: