MEMORANDUM OF UNDERSTANDING
THE RECREATION & PARK COMMISSION
FOR THE PARISH OF EAST BATON ROUGE
THE BREC FOUNDATION,
AND RAISING CANE'S RESTAURANTS, L.L.C.
This Memorandum of Understanding ("MOU") serves as an Agreement between the Recreation and Park Commission for the Parish of East Baton Rouge ("BREC"), the BREC Foundation ("BREC Foundation"), and Raising Cane's Restaurants, L.L.C. ("Raising Cane's") regarding the construction of dog parks at the following BREC parks:
(1) Zachary Community Park,
(2) Greenwood Community Park,
(3) Forest Community Park, and
(4) the right of first refusal to construct an agility course at the dog park at Burbank Park (Burbank Park, Phase II).
Raising Cane's agrees to make a donation to the BREC Foundation in the amount of $210,000.00 to be funded as set forth herein for items 1, 2 and 3. The Foundation shall distribute this donation to BREC for the purpose of constructing dog parks at Zachary Community Park, Greenwood Community Park and Forest Community Park ($70,000.00 to each park).
1.0 MUTUAL OBJECTIVES
Each party recognizes the importance of the public and private sector partnering to promote the overall good of the community and wish to continue their joint endeavors for the public good where their missions complement each other. Each party shall make good faith efforts to implement this Agreement efficiently and effectively.
2.0 OBLIGATIONS OF RAISING CANE'S
2.1 Raising Cane's hereby agrees to donate the sum of $210,000.00 to the BREC Foundation for the purpose of building dog parks to be located in, Zachary Community Park, Greenwood Community Park and Forest Community Park ($70,000.00 to each park). Raising Cane's will have the right of first refusal for the construction of an agility course at the dog park at Burbank Park. For that project Raising Cane's will make an additional donation equal to one-half of the cost of construction for the construction of the agility course in Burbank Park. Note the amount of the donation is subject to change based on final designs and final construction costs.
2.2 This irrevocable gift to the Foundation shall be made in eight (8) installments, as follows:
2.2.1 On or before July 31, 2010, Raising Cane's shall make a donation to the BREC Foundation in the amount of $21,000.
2.2.2. Thereafter, on or before July 31 of each subsequent year beginning in 2011, Raising Cane's shall make a donation for items 1, 2 and 3 to the BREC Foundation in the amount of $27,000. The last donation of $27,000 shall be made on or before July 31, 2017.
2.3 Raising Cane's hereby acknowledges that its donation to the BREC Foundation is not intended to and it does not create any ownership interest on behalf of Raising Cane's in the dog parks or any other park or facility owned or operated by BREC.
2.4 In the event that Raising Cane's exercises its right of first refusal in writing to construct an agility course at the dog park at Burbank Park, Phase II as provided in Paragraph 4.2 of this MOU, Raising Cane's shall make an additional donation to the BREC Foundation equal to one-half of the cost of construction to be paid after the execution of a Memorandum of Understanding and upon mutually agreed upon terms.
3.0 OBLIGATIONS OF THE BREC FOUNDATION
3.1 In its role as a private, non-profit support organization that exists to support the mission of BREC, the BREC Foundation shall accept the donation from Raising Cane's and earmark the money for construction of dog parks at Zachary Park, Greenwood Park and Forest Park ($70,000.00 to each park).
3.2 Upon acceptance of each installment of Raising Cane's donation, the BREC Foundation shall deliver these funds to BREC for the construction of the relevant dog parks in adherence with BREC Foundation policies and procedures.
3.3 If, for any reason, dog parks are not constructed at BREC's Zachary Community Park, Greenwood Community Park and/or Forest Community Park, the BREC Foundation will seek reimbursement of the unused portion of the donation made by Raising Cane's from BREC and promptly return the donated amount to Raising Cane's.
4.0 OBLIGATIONS OF BREC
4.1 It is understood that BREC will accept the funds donated to the BREC Foundation by Raising Cane's for the purpose of constructing dog parks at Zachary Community Park, Greenwood Community Park and Forest Community Park.
4.2 BREC also grants a right of first refusal to Raising Cane's for the construction of an agility course at the dog park at Burbank Park, Phase II. In the event that BREC decides to construct an agility course at the dog park at Burbank Park, Phase II, it shall provide written notice of such intent to Raising Cane's and to the BREC Foundation as provided for in this agreement. Raising Cane's shall have thirty (30) days following receipt of said notice to exercise its right of first refusal. If Raising Cane's does not exercise its right of first refusal within thirty (30) days, BREC has the right to seek other donations or means of financing a dog park at Burbank Park, Phase II.
4.3 With the understanding that Raising Cane's desires to name the dog parks BREC Superintendent, William G. Palmer or his successor, hereby agrees to request of the BREC Commission that the dog parks be named in accordance with Raising Cane's request. All requests to name the dog parks will be made in accordance with existing BREC Commission policy, and consistent with BREC's design parameters and specifications. It is agreed and understood by BREC that should the BREC Commission not approve the naming request(s) or some variation which includes "Raising Cane's", the full amount donated by Raising Cane's will be returned.
4.4 BREC hereby acknowledges that it shall at all times be the owner of Burbank Park, Phase II, Zachary Community Park, Greenwood Community Park and Forest Community Park and all facilities and improvements made thereto, including the dog parks referenced herein. Accordingly, BREC further acknowledges that Raising Cane's shall in no way be held responsible or liable for any losses, liabilities, demands, suits, judgments or claims made as a result of the construction or use of the dog parks.
4.5 BREC agrees to maintain the Zachary Community Park, Greenwood Community Park and Forest Community Park properties as required for normal park use activities, in accordance with BREC policies. BREC will also provide and maintain signage (comparable in design and size relative to the Raising Cane's dog park at City-Brooks Community Park) which includes the name of the dog parks.
4.6 BREC agrees to operate these dog parks, and maintain the signage discussed herein, for as long as the dog parks remain open to the public, and for a minimum of ten years from the completion of construction. The dog parks will be open during daylight hours to the public except for periods of time necessary for maintenance, renovations, or to address safety or security issues, or if BREC determines that its revenues do not justify keeping the dog parks open to the public.
4.7 BREC further agrees to include the full name of each dog park in pertinent public relations materials, signage and advertising pertaining to the dog parks. When any third parties, vendors, affiliates or sponsors enter into agreements to use the dog parks, BREC will require said third parties, vendors, affiliates or sponsors to utilize the full name of the dog parks in any promotional materials or signage.
5.0 GENERAL PROVISIONS
5.1 NOTICES. Any notices required or permitted to be given hereunder shall be sent by certified or registered United States mail, postage properly prepaid, or by personal delivery addressed as follows:
TO: Todd B. Graves
Raising Cane's Restaurants, LLC
301 Main Street, Suite 150
Baton Rouge, LA 70801
Telephone: (225) 383-7400
TO: William G. Palmer, Superintendent
Recreation and Park Commission
for the Parish of East Baton Rouge
6201 Florida Boulevard
Baton Rouge, LA 70806
Telephone: (225) 273-6420
Facsimile: (225) 273-6419
TO: Carl Stages, Executive Director
6201 Florida Boulevard
Baton Rouge, LA 70806
Telephone: (225) 226-7381
Facsimile: (225) 273-6419
5.2 COUNTERPARTS. This MOU may be executed by the parties in one or more counterparts which shall, in the aggregate, be signed by all parties and these counterparts shall be deemed an original instrument as against any party who has signed it.
5.3 GOVERNING LAW. The laws of the State of Louisiana, without reference to its choice of law provisions, shall govern the interpretation and/or legal effect hereunder and shall have jurisdiction over any dispute (including arbitration) arising out of or under the terms of this MOU.
5.4 BINDING EFFECT. This MOU shall be binding upon and inure to the benefit of the respective affiliates, successors, and personal representatives of the parties to this MOU, except to the extent of any contrary provision in this MOU.
5.5 SEVERABILITY. This MOU shall be construed to be in accordance with federal and state statutes. If any provision of this MOU, or any portion thereof, is found to be invalid, illegal, or unenforceable under any applicable statute or rule of law, then such provision or portion thereof shall be deemed omitted, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
5.6 COMPLETE AGREEMENT. This MOU, when executed by the duly authorized representatives of each party, shall be the entire agreement between the parties as to the subject matter stated herein and supersedes and replaces any and all previous agreements and all amendments thereto.
5.7 ASSIGNMENT. This MOU may not be assigned, delegated or transferred by either party without the prior written consent of the other party hereto.
5.8 WAIVER. A waiver by either party of a breach or failure to perform shall not constitute a waiver of any subsequent breach or failure.
5.9 EFFECTIVE DATE. This MOU shall be effective upon signature of the last party.
5.10 FULL AUTHORITY. This MOU, together with the resolutions and appropriations by the respective parties shall constitute full authority.
Agreed to and accepted by:
On behalf of BREC
BY: William G. Palmer Title: Superintendent
On behalf of Raising Cane's Restaurants, LLC
On behalf of BREC Foundation
BY: Carl Stages Title: Executive Director