PETCO FOUNDATION GRANT LETTER AND TERMS.PDF

petco
foundation
The Petco Foundation
654 Richland Hills Drive
San Antonio, TX 78245
April 3, 2019
Maricopa County Animal Care and Control
2500 S. 27th Ave
Phoenix, AZ 85009
Dear Mary Martin:
I am pleased to inform you that The Petco Foundation (the "Petco Foundation") has
decided to make a grant investment (the "Investment") in Grantee identified above to support
the non-profit mission and/or charitable purpose of Grantee.
This grant letter (the "Grant Letter") and the Petco Foundation Grant Investment Terms,
attached as Appendix A (together with this Grant Letter, the "Agreement") will govern the terms
of the Investment.
A. Investment terms
The Investment period will begin from the date of Grantee's countersignature of this
Grant Letter and will continue through the due date of the final report as specified below. The
Investment will be paid in one or more installments beginning on or before the Initial Payment
Date. Payments shall be made in the amounts and at the times as stated more fully below. The
Investment shall be for the Investment Purpose stated below.
Investment Terms
Investment amount $500,000.00
Investment Purpose Lifesaving Investment
Page 1 of 10
The Petco Foundation Grant Investment Agreement - Confidential
4

petco
foundation
Payment Schedule:
Payment: Due on or before:
$250,000.00 04/30/2019
$250,000.00 04/30/2020
Reporting Schedule:
Name: Due on or before:
Interim Report 08/01/2019
Final Report 08/01/2020
B. Additional Terms and Conditions
Grantee will recognize the Investment and partner with the Petco Foundation in the
following ways, as mutually acceptable to, and approved in advance by the Petco Foundation:
Recognition:
a. Issue a press release announcing the Investment and using best efforts to
assure wide dissemination of such press release for promotion of the Investment.
b. Prominently display the Petco Foundation's logo on Grantee's website during the
Grant Investment Period.
c. Promote the Investment on social media and other public promotional
opportunities in conjunction with the announcement of the Investment, and
monthly thereafter during the Grant Investment Period.
d. Identify the Petco Foundation as the primary sponsor of four (4) or more adoption
events or promotions, which may include ongoing promotions, each year during
the Grant Investment Period.
Partnership:
e. Utilize Petco Foundation marketing toolkits to promote Foundation grant
campaigns, adoption events, and other lifesaving promotions such as Holiday
Wishes, Love Changes Everything and others
f. Share post-adoption support materials and supply materials when made
available by the Petco Foundation to all adopters.
g. If Grantee is an approved Petco Foundation adoption partner, Grantee shall:
i. Participate in all Petco Foundation, monthly national adoption events', at
one or more Petco stores during the Grant Investment Period
1 Upcoming National Adoption Event dates are updated regularly at: https://www.petcofoundation.org/for-
partners/become-an-adoption-partner/
Page 2 of 10
The Petco Foundation Grant Investment Agreement - Confidential
4

petco
foundation
ii. Designate a representative of Grantee to receive all Petco Foundation
communications
iii. Utilize Petco Foundation branded materials, social media
recommendations and hashtags, and other outreach materials available
at: https://www.petcofoundation.org/for-partners/adoption-media-
resources/
iv. Coordinate with the manager of the Petco store to assure all adoptions
are communicated to onsite Petco staff and recorded appropriately
v. Participate in such adoption events in a manner that encourages the
greatest number of adoptions possible.
vi. Participate in the Petco Foundation's annual foster program awareness
and recruitment event (Be A Foster) in Petco stores to recruit foster
parents and increase lifesaving efforts.
h. If Grantee is not an approved Petco Foundation adoption partner, Grantee shall
complete the application to become an adoption partner within sixty (60) days of
executing this agreement2. Organizations with no Petco store within a reasonable
driving distance are exempted from this requirement.
i. Complete all follow up reports as assigned in the grant application portal.
Should any of these funds be utilized towards a capital improvement or capital
purchase, the award shall be recognized in a manner mutually agreed upon and
approved in advance by the Petco Foundation.
k. Should any of these funds be utilized for the purchase or operation of a vehicle,
the Petco Foundation shall be recognized with prominent logo placements on
three sides of the vehicle used or purchased.
2 Link to apply to become an adoption partner can be found at: https://www.petcofoundation.org/for-
partners/become-an-adoption-partner/
Page 3 of 10
The Petco Foundation Grant Investment Agreement - Confidential
4

petco
foundation
If Grantee agrees to the terms and conditions of the Agreement, please sign in the
space provided below and return a signed copy of this Grant Letter to the Petco Foundation.
You represent that you are authorized to execute the Agreement on behalf of Grantee.
The Petco Foundation asks that you return the signed copy to the Petco Foundation at
654 Richland Hills Drive, San Antonio, TX 78245 within forty-five (45) days from the date written
above. If the Petco Foundation has not received the signed copy by that time, the Petco
Foundation may withdraw the offer of the Investment.
Yours sincerely,
THE PETCO FOUNDATION
By:
Name: Susanne Kogut
Title: President
Accepted and agreed to this date:
By:
Name: Mary Martin
Title: Executive Director
Page 4 of 10
The Petco Foundation Grant Investment Agreement - Confidential
4

PETCO FOUNDATION GRANT AGREEMENT
MARICOPA COUNTY
BOARD OF SUPERVISORS
BY:
Chairman, Board of Supervisors
Date:
ATTEST:
Clerk of the Board
Date:
Approved as to form:
Deputy County Attorney
Date:
Page 4.1 of 10
The Petco Foundation Grant Investment Agreement — Confidential
4

petco
foundation
Appendix A
The Petco Foundation Grant Investment Terms
Terms not defined herein have the meanings provided in the Grant Letter.
Section 1. Investment generally
A. Definitions
Lifesaving — funds invested in animal welfare organizations for operations, programs and
partnerships that reduce the number of animals in shelters being needlessly euthanized and do
so in a responsible and sound manner. Unless otherwise restricted in the Grant Letter, a grant
whose purpose is Lifesaving Investment may be used in an unrestricted manner so long as the
purpose is to responsibly achieve a reduction in euthanasia of companion animals in the United
States.
Spay/Neuter — funds invested in spay/neuter organizations for the purposes of providing
spay/neuter services at subsidized rates, including free services, to those of modest means or to
those persons seeking such services for any pet most in need in the community served by such
organization. Funds may be used in an unrestricted manner to provide such spay/neuter services
and decisions regarding need-based requirements are made in the sole discretion of the
organization, including any designation of categories of animals most in need.
B. Purpose of Petco Foundation investment
The Petco Foundation makes grant investments in organizations that work to make the
most significant impact possible with the support provided by the Petco Foundation. The Petco
Foundation desires to support and encourage the work of those organizations that work together
in an effort to create a nation where no animal is needlessly euthanized, where domestic animals
can be trained to provide service to people and organizations in need, and where all domestic
animals can be healthy and find lifelong homes and lifesaving medical care.
Accordingly, the Petco Foundation agrees to make the Investment to Grantee pursuant to
the terms of this Agreement. Grantee agrees that the Investment will be used solely for the
purposes described in the Grant Letter, and may not be used for any other purpose without the
Petco Foundation's prior written approval.
C. Investment Amount and Use
The Petco Foundation agrees to make the Investment to Grantee in the amount stated in
the Grant Letter. The Investment will be payable as set forth in the Grant Letter.
Page 5 of 10
The Petco Foundation Grant Investment Agreement - Confidential
4

petco
foundation
If Grantee is a university or a governmental entity, division, or department, Grantee agrees
that the Investment will not be used for the general operating purposes or account of the university
or entity but will be (1) deposited in a separate account for use as specified herein; or (2) if no
such separate account exists, will be segregated for record-keeping purposes and designated for
use as specified herein.
If Grantee is a governmental entity, division, or department, Grantee agrees that the
Investment will not be used in any way to decrease the allocation or budget of governmental funds
for any animal welfare purpose.
Section 2. Representation and Warranties of Grantee
A. Grantee is (1) a nonprofit corporation organized and operated for charitable purposes within
the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (2)
a governmental entity, division or department; and Grantee will use the Investment described
herein solely for the exempt purposes stated in Section 1 above.
B. Grantee is duly organized and validly existing under the laws of its state of incorporation or
organization and has all requisite power and authority to conduct its business as now
conducted and maintains all licenses, permits, and registrations and has satisfied all similar
requirements necessary for its lawful operation.
C. Grantee is in compliance with all applicable local, state and federal laws, regulations and other
requirements.
D. There are no claims, investigations or proceedings in progress, pending or threatened against
Grantee which, if determined adversely, would have a material effect on Grantee's ability to
fulfill its obligations pursuant to this Agreement and there are no claims, investigations or
proceedings in progress, pending or threatened against Grantee which involve animal neglect
or abuse.
E. All information and materials contained in Grantee's applications to the Petco Foundation for
funds granted pursuant to this Agreement are true and correct in all material respects.
Section 3. Additional Covenants of Grantee
A. Any public messaging conducted or authorized by Grantee that includes information about
the Petco Foundation and/or its support will promote a positive message about helping
animals and saving lives. Neither Grantee nor any of its representatives will disparage or
speak negatively or take any action intended, or which would reasonably be expected, to harm
the Petco Foundation or its reputation or which would reasonably be expected to lead to
unwanted or unfavorable publicity for the Petco Foundation.
B. You will notify the Petco Foundation of any leadership change of the executive director, CEO
or similar titled leadership role.
Page 6 of 10
The Petco Foundation Grant Investment Agreement - Confidential
4

petco
foundation
C. In the reports under Section 6 below, Grantee will certify to the Petco Foundation that all
representations and warranties shall be true and correct in all material respects. or of any
leadership change or any other material change in Grantee's operations and staffing.
Section 4. Conditions to Grant Investment payments to Grantee
A. All Representations and Warranties in Section 2 are true and correct in all material respects;
B. Grantee shall have performed and complied with all covenants, agreements, obligations and
conditions contained in this Agreement including but not limited to the timely filing of all
reports required under Section 6 below if applicable; and
C. Grantee has progressed towards achievement of the purposes described above, as
determined in the Petco Foundation's sole discretion.
Section 5. Use of Content for Promotion/Publicity
Grantee hereby grants the Petco Foundation a worldwide, royalty-free, non-exclusive
license to reproduce, distribute, create derivative works of, publicly display and perform in all
media now known or later developed: (A) Grantee's name and logo, as applicable; and (B) any
photographs, videos, text, images, and other content provided by Grantee concerning its
programs, facilities and operations and the names, likeness and voice of all individuals (whether
employees, volunteers, contractors, or others) associated with Grantee and depicted in the
foregoing (collectively, "Grantee Content") without notice to Grantee for the duration of the
Investment Period plus a period of five (5) years following the end of the Investment Period.
Grantee warrants that it has obtained all necessary rights from third parties to grant the foregoing
rights to the Grantee Content and that Grantee (on behalf of itself and all individuals named or
depicted in any Grantee Content) unconditionally and irrevocably waives all claims, known or
unknown, relating to compensation for use of Grantee Content, the right to publicity, the right to
privacy, defamation, and any other common law or statutory claims of any nature under the laws
of any jurisdiction. If the Petco Foundation wishes to create content (whether photographs,
videos, text, images, and other content) about Grantee (and its programs, facilities, operations,
and related individuals) ("Foundation Grantee Content"), the Petco Foundation will retain all rights,
including copyrights and other intellectual property rights, in the Foundation Grantee Content and,
upon request, Grantee will obtain releases and other permissions (in favor of the Petco
Foundation) and provide copies of such releases or permission to the Petco Foundation.
Grantee may promote itself as a partner of the Petco Foundation and, if the Petco
Foundation has given prior approval, use the Petco Foundation's name and logo in connection
with such promotion in accordance with the Petco Foundation's trademark guidelines as may be
provided from time to time. Such approval from the Petco Foundation must be in writing (including
by email) from an authorized representative and will not be unreasonably withheld. lithe Petco
Foundation requests, Grantee will submit examples of proposed uses of the Petco Foundation
Page 7 of 10
The Petco Foundation Grant Investment Agreement - Confidential
4

petco
foundation
name and trademarks contemplated under this Agreement before use to permit review and
approval.
Each party will ensure that the names and/or logos used in accordance with this section
will bear appropriate copyright and trademark notices or legends as provided by the owner.
Except as expressly permitted in this section, neither party has any rights to use (or rights
otherwise in or to) any trademarks, copyrights, trade names, logos, slogans, designs, labels, titles,
or insignias now or hereafter owned, adopted, or used by the other party except with the prior
written consent of the owning party. All use of the marks by the licensed party will inure to the
benefit of the party granting such license.
Section 6. Grantee Reporting
Grantee agrees to access the Petco Foundation online Partner Portal at least annually to
review all Grantee contact information, including all business and mailing addresses, and all
individual contact information and to correct all such information by completing the appropriate
information correction form in the Portal.
Any Grantee that conducts pet adoptions agrees to access the Petco Foundation online
Partner Portal and complete Annual Partnership Reports during the Investment Period and for a
period of three (3) years following the Investment Period as well as any Interim or Final reports
assigned to the grant. Reporting may include: continued disclosure of information similar to the
information provided by Grantee in its initial grant application to the Petco Foundation, information
regarding the number of animals cared for or served (as applicable), the Grantee's operations
and financial condition, the specific uses of Investment funds and any other information as may
be reasonably requested by the Petco Foundation.
Section 7. Confidentiality
Each party agrees that it will not at any time: (A) disclose any "Confidential Information" of
the other party to any third party (except for legal and financial advisors who are advised of the
confidential nature of this Agreement); or (B) use the other party's Confidential Information for any
purpose other than fulfilling its obligations under this Agreement. Except as set forth below,
"Confidential Information" means all nonpublic information of a party, including, but not limited to,
any product formulas, business or marketing plans, and other information of a nonpublic or
proprietary nature. Confidential Information does not include any information which (i) was publicly
available at the time of disclosure, (ii) becomes publicly available after disclosure through no fault
of the recipient party, (iii) was in the recipient party's possession as evidenced by its written record
prior to disclosure by the disclosing party, and was not subject to an earlier confidential
relationship, or (iv) was righffully acquired by the recipient party after disclosure from a third party
who was lawfully in possession of the information and was under no obligation to the disclosing
party to maintain its confidentiality. Any information submitted by Grantee to the Petco Foundation
as required herein or in connection with any other grant investment by the Petco Foundation to
Page 8 of 10
The Petco Foundation Grant Investment Agreement - Confidential
4

petco
foundation
Grantee, including any grant application, any required reports of Grantee, or any other related
correspondence, will become the property of the Petco Foundation and is not considered
Confidential Information. The Petco Foundation may use such information as it deems appropriate
in its sole discretion and nothing herein prohibits use of such information.
The terms of this Agreement shall remain in strict confidence and Grantee will not disclose
such terms to third parties (other than legal and financial advisors who are advised of the
confidential nature of this Agreement) except with prior written consent the Petco Foundation.
In the event that a party becomes legally compelled (by deposition, interrogatory, request
for documents, subpoena, civil investigative demand or similar process) to disclose any
Confidential Information, that party will provide the other party with prompt, prior written notice of
such requirement so that the party seeking protection of the Confidential Information may seek a
protective order or other appropriate remedy at their own expense and/or waive compliance with
the terms of this Agreement. In the event that such protective order or other remedy is not
obtained, or the other party waives compliance with the provisions hereof, then the disclosing
party agrees to furnish only that portion of the Confidential Information which it is advised in writing
by its counsel is legally required, and to exercise its best efforts to obtain a protective order or
other reliable assurance that confidential treatment will be accorded any such disclosures.
The terms and conditions of this section will survive the termination and/or expiration of
this Agreement.
Section 8. Termination of Investment
The Petco Foundation retains the right to terminate the Investment if in its sole discretion
it determines that: (1) Grantee will not be able to achieve the purposes of the Investment, (2)
Grantee experiences any leadership loss or change including but not limited to the executive
officer, (3) Grantee commits any act, takes, or is the subject of any action which might bring
Grantee into public disrepute, contempt, scandal, or ridicule, or which might reflect unfavorably
on the Petco Foundation because of its relationship with Grantee, (4) or that Grantee has failed
to materially comply with the terms of this Agreement. In the event of such termination, Grantee
will return any unexpended Investment funds upon the request of the Petco Foundation and the
Petco Foundation will have no further funding obligation.
Section 9. Future Funding
Grantee acknowledges that the Petco Foundation is not making any representations
regarding future funding of Grantee, other than as specified herein.
Section 10. Amendments
No amendment of this Agreement is valid unless such amendment is in writing and signed
by each of the parties hereto.
Page 9 of 10
The Petco Foundation Grant Investment Agreement - Confidential
4

petco
foundation
Section 11. Assignment; Binding Effect
This Agreement may not be assigned by either of the parties hereto without prior written
consent of the other party. Except as provided herein, the terms and conditions of this Agreement
will extend to, bind and inure to the benefit of the parties and their respective successors and
assigns, if permitted.
Section 12. Compliance
The parties represent that they will comply with all applicable federal, state and local laws
and regulations governing the performance of this Agreement by the parties.
Section 13. Indemnification
To the extent permitted by law, grantee hereby covenants and agrees to indemnify, save
and hold the Petco Foundation free, clear and harmless from any and all liability, loss, costs,
charges, penalties, obligations, expenses, attorney's fees, litigation, judgments, damages, claims
and demands of any kind whatsoever in connection with or arising out of the Investment.
Grantee's covenants under this paragraph will survive termination of this Agreement.
Section 14. Miscellaneous
Each party acknowledges participation in the formation of this Agreement and fully
understands all terms and conditions provided herein.
This Agreement and all claims arising out of or relating thereto will be governed by the
laws of the State of California, exclusive of its choice of law rules.
The address for notifications to the Petco Foundation is:
The Petco Foundation
654 Richland Hills Drive
San Antonio, TX 78245
The address for notifications to Grantee is Grantee's address as stated in the Grant Letter.
This Agreement constitutes the entire agreement between the parties and supersedes any
and all prior written or oral agreements and understandings between the parties.
Page 10 of 10
The Petco Foundation Grant Investment Agreement - Confidential
4