MARICOPA COUNTY CALENDAR AGREEMENT _SJT_09-06-13_CLEAN.DOCX

Promotional Agreement Between
PetSmart, Inc.
and
Maricopa County
THIS Promotional Agreement (the “Agreement”) is by and between Maricopa County,
administered through the Maricopa County Attorney’s Office (MCAO) and PetSmart, Inc., a
Delaware corporation (“PetSmart”) and is effective as of the last date it is signed by either Party
below. PetSmart and the MCAO are sometimes referred to herein collectively as the “Parties”
and each individually as a “Party”.
RECITALS
A. Sam the dog, an official member of the MCAO, has logged over 200 hours of time with
victims and witnesses as the Victim Services Dog, and has over 670 likes on Facebook.
B. Sam’s popularity throughout the community is strengthened by MCAO’s close
partnership with PetSmart, Inc.
C. PetSmart acknowledges the benefits and privileges of the partnership with MCAO and
recognizes this Agreement will improve the character and standing of both MCAO and
PetSmart in the community.
D. The overpopulation of dogs and cats in Maricopa County continues to be a problem, and
far too often these dogs and cats are neglected or abused, and unfortunately many are
euthanized every year.
E. MCAO believes a resource like a calendar with images of Sam will educate the
community about pet safety, the terrible consequences of overpopulation, and help
prevent animal abuse.
F. Together, MCAO and PetSmart want to use the Sam Calendars as educational and
promotional tools in community events throughout the county.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Parties agree as follows:
1. The Calendar. Communications staff of MCAO will design, format, produce, reproduce, and
supply the content of the calendar. Content of the calendar includes, but is not limited to,
images of Sam the Dog at work or play, or any other Victim Services animal, mascot, or
symbol; crime prevention tips; animal safety tips; animal-related statistics; animal abuse
hotline numbers and other community resources relating to animal abuse or neglect;

traditionally observed holidays; links to MCAO SafeAnimalsAZ website; the MCAO and
PetSmart logos; and any other images, links, or information deemed appropriate and relevant.
2. PetSmart agrees to fund, annually, the costs and expenses related to the design, production
and reproduction of the Calendar at an amount not to exceed $6,000 each year. Funds shall
be used exclusively for the design, production, and reproduction of the Calendar.
3. Use of Calendar. MCAO and PetSmart may utilize the Calendar in any manner appropriate to
educate the public, reduce or eliminate the abuse or neglect of animals in the community, or
in any other way consistent with this Agreement. In no event, and under no circumstance,
shall this Calendar be sold or used to generate revenue or income. In no event shall either
Party use the Calendar in any way that is inconsistent with this Agreement. The Calendar
shall not be used for lobbying or political activities.
4 Term and Termination. This Agreement has a term of 12 months from the date the
Agreement is executed by the Parties. This Agreement may be renewed, in writing, upon
agreement by both Parties. The Agreement may be terminated at any time, for any reason,
by either Party with 30 days written notice. If at any time any Party believes that another
Party is utilizing the Calendar in any manner inconsistent with the purposes of this
Agreement, that Party may withdraw from this Agreement. Any and all Calendars not
utilized or unexpended funds remaining at the time of termination shall be returned to its
respective and rightful owner within 30 days of the date of termination.
5. The rights, content, images, and uses of the Calendar are owned and retained by MCAO.
PetSmart’s name, logo, and photographs, or any other representation of PetSmart Inc., are
owned and retained by PetSmart. Each Party agrees to get the other Party’s pre-approval,
which shall not be unreasonably withheld or delayed, before publishing, printing,
transmitting or otherwisedisplaying the name, logo, photographs or other identifying
materials of the other Party. Once approved,each Party grants the other, solely for the
purposes of this Agreement, the right to use such materials via all forms of media now
known or hereafter devised worldwide, without compensation until such time as this
Agreement is terminated.
6. Compliance Audits. PetSmart may audit MCAO to ascertain compliance with the terms and
conditions of this Agreement. On-site visits for compliance monitoring may be made by
PetSmart at any time during normal business hours, with at least 24 hour’s notice. MCAO
shall make available for inspection and/or copying all records and accounts relating to the
design, production, and reproduction of Calendar. PetSmart may withhold any funding upon
discovery of misconduct or misappropriation of funds related to this Agreement.
7. In no event shall MCAO or PetSmart be liable to the other for lost profits; lost sales or
business expenditures; investments; or commitments in connection with any business or loss
of any goodwill or for any indirect, special, incidental, or consequential damages arising out

of this Agreement however caused, on any theory of liability, and whether or not MCAO or
PetSmart has been advised of the possibility of such damage. These limitations shall apply
notwithstanding any failure of essential purpose of any limited remedy, and shall survive the
termination of this Agreement.
8. Indemnification. Neither Party shall be responsible to the other for any damage, loss or
injury from any act or omission in connection with Party’s use, operation, management or
maintenance of the Calendar utilized in connection with this Agreement.
Each Party and its officers, directors, employees, agents, assigns, successors, and Commented [SJT1]: We have incorporated our standard
language as it relates to 3rd party indemnification as a means of
subcontractors (“Indemnitor”) shall defend, indemnify, and hold harmless for, from, and accommodating the below comment/concern.
against the other Party and its officers, directors, employees, agents, assigns, successors, and
subcontractors (“Indemnitee”) for, from, and against any and all threatened or actual costs,
claims, losses, liabilities, penalties, fines, taxes, interest, citations, expenses, forfeitures,
liens, property damage, environmental contamination, bodily injury, death or other damages,
and/or intellectual property infringement (including settlements, defense costs, judgments,
court costs, expert(s) fees, and reasonable attorneys’ fees) of any nature whatsoever and
whether arising prior to, or after the execution or termination of this Agreement ("Claim"),
arising out of, related to or based on the Indemnitor’s: (a) breach of this Agreement; (b)
negligent act(s) or omission(s); (c) violation of Applicable Law; (d) any claim or threatened
claim of any nature arising from or related to the Deliverables furnished by Provider; and/or
(e) employees, subcontractors, or agents filing of an employment and/or workers’
compensation claim. Indemnitor agrees to defend, at its sole cost and expense, the
Indemnitee in any action or proceeding arising out of any such Claim by counsel selected by
the Indemnitee and to pay promptly all costs and expenses arising in connection with such
defense including, attorneys’ fees and expert witnesses’ fees.
.. . Commented [A2]: No it does not contradict the first. To be
responsible for your own liability does not preclude you from
defending another who may be blamed for that damage. The two
9. Miscellaneous Terms and Conditions are not mutually exclusive.
Commented [c3]: This sentence seems to contradict the first
(a) Severability. If any part, term or provision of this Agreement shall be held illegal, sentence.
unenforceable, or in conflict with any law, the validity of the remaining portions and
provisions hereof shall not be affected.
(b) Survival. Any provisions of this Agreement creating obligations extending beyond the
term of this Agreement shall survive the expiration or termination of this Agreement.
(c) Counterparts. This Agreement may be executed via facsimile or original document image
via email transmission, each of which shall be deemed an original, and in several
counterparts all of which shall constitute one and the same instrument, provided however,
that this Agreement shall not be binding on either party until executed by both parties.

(d) No Third-Party Beneficiary. Neither Party intends to create, nor shall this Agreement
create, in any manner whatsoever, an interest or beneficiary in a third party.
(e) Incorporation By Reference. All recitals, and if and when applicable, exhibits or
schedules attached hereto, are incorporated into this Agreement in their entirety.
(f) Notices. Any notice required by this Agreement or any Calendar Statement will be in
writing and delivered to persons and addresses agreed to by the Parties. Notices will be
deemed effectively given: (a) upon five (5) days after being sent by certified or registered
mail, postage prepaid, return receipt requested; (b) upon the next business day after being
sent overnight by a major U.S. overnight document courier; or (c) upon receipt of
confirmation following transmission via the internet, by electronic mail, or by a facsimile
machine if received on a business day during business hours (otherwise, deemed received
the next business day) if followed by a hard copy sent by mail using one of the delivery
methods in (a) or (b) above.
(g) Nonassignment. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors and permitted assigns. This Agreement has been
entered into based upon the personal reputation, expertise and qualifications of the
parties. Neither party to this Agreement shall assign or sublicense its interest in the
Agreement, either in whole or in part.
(h) Equal Opportunity. The Parties agrees that it will not discriminate in performing this
Agreement by reason of race, color, creed, religion, national origin, age, sexual
orientation, disability, veteran status, or gender.
(i) Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Arizona in the United States without regard to conflict of law
provisions or international treaties or conventions. The Parties specifically agree to the
venue and jurisdiction being exclusively in the federal and state courts situated in
Maricopa County in the State of Arizona, United States.
(j) Waiver. Except as otherwise provided for herein, failure of either Party to insist upon
strict performance of this Agreement, or to exercise any option herein, shall not be
construed as a modification or waiver of any provision, right, or obligation under this
Agreement.
(k) Entire Agreement/Amendments. The terms and conditions of this Agreement constitute
the complete and final written agreement between the Parties and supersede all other
agreements and understandings between the Parties regarding the subject matter of this
Agreement, whether written or oral. Any waiver, modification, or amendment of the
terms of this Agreement is binding only if done in writing and signed by the authorized
representatives of both Parties.

(l) Cancellation for conflict of interest: The provisions of A.R.S. §38-511 relating to
cancellation of contracts due to conflicts of interest shall apply to this contract.
(m)Alternative/Informal Dispute Resolution. The Parties agree to resolve any dispute arising
out of this Agreement first by meeting to discuss the dispute in an effort to meet
resolution. If resolution is not obtained within 30 days, then the Parties agree to mutually
identify and select an independent, third party to mediate the dispute.
(n) The parties warrant compliance with the e-verify provisions in A.R.S. § 41-4401 and
A.R.S. § 23-214.
(o)
And therefore, the Parties cause this Agreement to be signed by their respective and duly
authorized representatives as of the dates set forth herein.
PetSmart, Inc. Maricopa County
19601 N. 27th Avenue Maricopa County Attorney’s Office
Phoenix, AZ 85027
_______________________
Chairman of the Board of Supervisors
_______________________
Name
_______________________
Date
_______________________
Title Attest
_______________________ _______________________
Date Clerk of the Board of Supervisors
_______________________
Date
Approved as to Form
_______________________
Deputy County Attorney

_______________________
Date