MARICOPACOUNTY_ADOPTION PARTNER AGREEMENT (DIRECTOR AND ATTY SIGNED).PDF

ETS!
Charities

Adoption Partner Agreement

This Adoption Partner Agreement (“Agreement”) is entered into between PetSmart Charities Inc., an Arizona nonprofit
corporation and tax-exempt public charity under Section 501(c)(3) of the Internal Revenue Code (“Code”), whose address is
19601 N. 27th Avenue, Phoenix, AZ 85027 (“Charities”), and Maricopa County, a political subdivision of the State of Arizona,
administered by its Animal Care & Control Department , whose address is 2500 S. 27th Avenue, Phoenix AZ 85009
(“Maricopa County” or “Adoption Partner”). Charities and Adoption Partner are collectively referred to as “Parties” and
individually as “Party.”

Section 1 — PetSmart Charities Adoption Program

A.

Adoption Program. Charities agrees to permit Adoption Partner to participate in Charities’ adoption program (“Adoption
Program”) located at one or more PetSmart Charities Adoption Centers or other space at PetSmart retail stores, or in the
case of special events, locations specified by Charities (“Adoption Center”). The Adoption Program’s sole purpose is to
help facilitate and provide a location to facilitate adoptions of dogs, cats, or other pets (“Pets”). Adoption Partner
acknowledges that in addition to its organization, other adoption agencies may also be permitted by Charities to hold
adoptions at the same time and location as the Adoption Partner.

Adoption Policies. In addition to the terms and conditions in this Agreement, Adoption Partner acknowledges that it has
received, and agrees that it and its employees and volunteers will comply with, any additional policies, procedures and/or
manuals (collectively the “Policies”) as provided to Adoption Partner by Charities and/or PetSmart LLC (f/k/a PetSmart,
Inc.) (“PetSmart”), including any future changes to those policies, procedures and/or manuals. Charities reserves the right
to amend such adoption policies in its sole and absolute discretion and will take reasonable steps to notify Adoption
Partner of any changes.

Adoption Process. Subject to this Agreement and applicable law, Adoption Partner will use its own adoption policies and
procedures when offering Pets for adoption, and will make the final decision in the adoption of a Pet. Adoption Partner
shall retain ownership of each Pet until the adoption process for such Pet is complete. Adoption Partner will require an
adoption release form or other similar document specified by Charities to be signed by the adopting party.

Adoption Assistance. If mutually agreed upon by Adoption Partner, Charities, and PetSmart, Charities may, through its
relationship with PetSmart, facilitate use of PetSmart employees to support the Adoption Center, which may include
conducting adoptions, providing care for Pets, and maintaining the facilities. In such event, Adoption Partner hereby
authorizes Charities and/or PetSmart to carry out activities to be mutually agreed upon and to provide all reasonably
necessary training on Adoption Partner’s practices, policies, and procedures.

Adoption Center. Adoption Partner shall have the use of the Adoption Center free of rent or costs. The Parties will
mutually agree upon one or more Adoption Center locations and the date Adoption Partner will begin use of each Adoption
Center. Additional locations may be added from time to time as deemed necessary by the Parties. Additional locations
and/or change of locations can be accomplished upon written request by Adoption Partner and written approval of such
request by Charities in its sole and absolute discretion.

Damage to Adoption Center. Adoption Partner will be responsible for any damage to the Adoption Center or related
equipment caused by Adoption Partner, its staff, volunteers, Pets, or any other person or animal acting on or under
Adoption Partner’s direction or control. Adoption Partner will, at its sole expense, maintain the Adoption Center in a
clean, sanitary and orderly fashion and take preventative action to minimize the spread of communicable diseases among
Pets. Adoption Partner is responsible for ensuring that the area is clean, fully sanitized and disinfected prior to departure.

Adoption Rewards. Charities may elect to provide certain monetary grants in conjunction with the Adoption Program
(“Rewards”). Charities, in its sole and absolute discretion may determine the election, amount, modification, or
termination of Rewards. Adoption Partner agrees to use such Rewards in the furtherance of its charitable purpose,
specifically its Pet adoption program, or if permitted by Charities, other charitable purposes advancing animal welfare.
Adoption Partner may not use Rewards for lobbying or political activities, or any purpose not permitted by the Code.

PetSmart Charities, Inc. Adoption Partner Agreement v20180112

H. Adoption Center Supplies. Charites may elect to provide products or pet food (collectively “Product”) for use by Adoption
Partner solely for the operation of the Adoption Center. Charities, in its sole and absolute discretion may determine the
election, modification, or termination of Product. Adoption Partner understands and agrees that Product is provided in
“as-is” condition and that Charities and PetSmart make NO WARRANTY, COVENANT OR REPRESENTATION,
EXPRESSED OR IMPLIED, REGARDING THE PRODUCT, INCLUDING WITHOUT LIMITATION, THEIR
DESIGN OR MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE (EXCEPT CHARITIES
WARRANTS IT HAS GOOD TITLE TO THE PRODUCT AND CAN TRANSFER GOOD TITLE TO ADOPTION
PARTNER). CHARITIES SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES OR
LOSSES SUFFERED OR INCURRED BY ADOPTION PARTNER OR A THIRD PARTY AS A RESULT OF THE
USE, OR CONSUMPTION OF THE PRODUCT. Adoption Partner waives any and all claims against Charities and
PetSmart and releases Charities and PetSmart from all liability associated with the use or consumption of the Product.
Adoption Partner further understands and agrees that the U.S. Food and Drug Administration (“FDA”) regulations specify
that protein derived from mammalian tissues is not to be used in ruminant feed and that the feeding of any pet food
included with any Product to cattle or other ruminant animals is expressly prohibited by federal regulations.

I. Reporting. Adoption Partner is required to submit the impact report(s) related to the Adoption Program specified by
Charities along with any other information reasonably requested by Charities.

J. Pet Eligibility. Except as specified in the Policies, all Pets must be spayed or neutered, evaluated, and deemed healthy,
safe for interaction, adoptable, and in compliance with any applicable laws and regulations prior to placement in the
Adoption Program. Pets showing or previously having shown any signs of aggression are strictly prohibited from the
Adoption Program. Adoption Partner will isolate Pets at the first sign of illness or aggression and remove such Pets
immediately from the Adoption Center and PetSmart premises.

K. Request for Removal of Pet. Charities or its designee may require that Adoption Partner immediately remove any Pet
from the Adoption Center or PetSmart premises as may be reasonably necessary to comply with Charities’ Policies and
Charities’ ability to operate the Adoption Program, ensure the safety or well-being of any Pet or person, and/or comply
with any applicable law or regulation, in Charities’ sole discretion..

L. Employees and/or Volunteers. Adoption Partner agrees that Adoption Partner’s employees who are working or facilitating
adoptions in the Adoption Program must be at least 18 years old. Adoption Partner’s volunteers must be at least 14 years
old and properly supervised by the Adoption Partner. Volunteers under the age of 18 must always be accompanied and
supervised by an adult. Adoption Partner and its employees and volunteers must always maintain a clean, neat and
professional appearance, and conduct themselves in a professional and courteous manner. Adoption Partner shall only
permit its employees and volunteers to participate in the Adoption Program.

M. Agreement. Adoption Partner agrees to require all employees and volunteers working on behalf of Adoption Partner in
conjunction with the Adoption Program to sign an agreement with Adoption Partner acknowledging that they are aware
of and agree to comply with this Agreement, including the Policies, and agreeing to waive all claims and liability against
Charities and PetSmart resulting from participation in the Adoption Program..

N. Potential Removal. In the event Charities or PetSmart has any objection (provided such objection does not violate
applicable laws) to any Adoption Partner employee or volunteer, Charities or PetSmart shall have the right to require
Adoption Partner to commence appropriate procedures to remedy the basis of any such objection. Upon reasonable
request, or if necessary to ensure the safety of any Pet or person or comply with any applicable law or regulation, Charities
or PetSmart, in its sole discretion, may require the removal of the employee or volunteer from the Adoption Center or any
other designated areas.

O. Prohibited Conduct. Adoption Partner, its employees, volunteers, or agents, may not, directly or indirectly during or after
the term of this Agreement:
1. Sell, gift or generally compete with any of the products and/or services sold by PetSmart (such as grooming, pet
training and veterinary services) while in the Adoption Center or on PetSmart premises.
2. Conduct fundraising activities while in the Adoption Center or on PetSmart premises, including directly soliciting
donations; except Adoption Partner is welcome to collect donations through use of a donation collection canister
located where adoptions are being performed.

PetSmart Charities, Inc. Adoption Partner Agreement v20180112

3. Interfere in any way with the conduct of the business of PetSmart, Charities or any customer, tenant or occupant
of the PetSmart store or shopping center at any time.

4. Allow any person or other organization to use its Adoption Group Number as assigned by Charities, its tax
identification number, or participate in the Adoption Program using its name or identity.

5. Make, directly or indirectly, any negative statements, whether written or oral (including in any digital
electronic format) or disparage any of the following: Charities, PetSmart, Banfield Pet Hospital, or any customer,
tenant or occupant of the PetSmart store or shopping center; PetSmart or Charities product, service, employee,
representative, volunteer or agent; or the activities or reputations of any other organization participating in the
Adoption Program.

Section 2 — General Provisions
A. Adoption Partner represents to Charities, as of the date of this Agreement and at all times during the Term, that:
1. Adoption Partner is either: (i) an organization exempt from federal income tax under Section 501(c)(3) of the
Code, (ii) a governmental entity under Section 170(c)(1) of the Code that will use any Rewards exclusively for
public purposes, or (iii) an “Indian tribal government,” under Section 7701(a)(40) of the Code, that is treated as
a State that will use any Rewards exclusively for public purposes.
2. Adoption Partner holds and will maintain any and all licenses, permits and registrations necessary or appropriate
to operate and fulfill Adoption Partner’s mission.
3. Adoption Partner is in compliance (and will comply) with all applicable federal, state, local and tribal laws,
regulations and other requirements.
4. Adoption Partner is not on any federal terrorism “watch list” and any Rewards will be used in compliance with
all applicable anti-terrorist financing and asset control laws, statutes and executive orders.
5. Adoption Partner agrees that all representations or statements made by Adoption Partner in any application or
any related communications from or on behalf of Adoption Partner are true and accurate in all material respects.
Adoption Partner will notify Charities promptly in writing of any changes in such representations or statements.

B. Adoption Partner agrees to maintain adequate books and records and other financial documents showing compliance with
this Agreement. During the term of the Agreement and for two years afterwards, Charities may audit or review Adoption
Partner’s books and records to confirm Adoption Partner’s compliance with the terms of the Agreement. Any such request
will be made with at least ten (10) business days’ prior notice and during normal business hours. Following any such
request, Adoption Partner will provide Charities with the requested records and will fully cooperate with Charities. During
any such audit or review, Charities may, in its sole discretion, suspend participation in the Adoption Program and withhold
any unpaid Rewards pending the outcome of the audit or review. Adoption Partner expressly grants permission to
Charities or its designees to discuss with, or request documentation from, third parties about Adoption Partner related to
performance under this Agreement. Adoption Partner agrees to cooperate with Charities in supplying additional
information required for Charities to comply with governmental requests related to this Agreement. In addition, Adoption
Partner agrees to retain and make available all records for Pet licensing and registration, adoptions and adopter
information, adoption policies and procedures, as well as any other records required by law related to any Pet or operation
of the Adoption Center.

C. Nothing in this Agreement is intended or will be construed to create any type of partnership, joint venture, employment,
franchise or other similar relationship between the parties. Charities and Adoption Partner are each independent entities
and each will be solely responsible for the acts and omissions of its respective officers, agents, employees, volunteers,
and representatives and during and after the term of the Agreement.

D. The proper venue for any proceeding arising from this Agreement shall be Maricopa County, Arizona. This Agreement
shall be construed in accordance with and be governed by the laws of the State of Arizona.

E. Adoption Partner shall defend, indemnify and hold harmless Charities including its respective affiliates, directors, officers,
managers, employees, representatives, agents, assigns and successors, from and against all costs, claims, losses, liabilities,
property damage, bodily injury or death, or intellectual property infringement (including reasonable attorneys’ fees and
expenses), incident to or arising out of Adoption Partner’s: breach of this Agreement; willful misconduct or negligent
act(s) or omission(s); receipt or use of the Rewards; participation in the Adoption Program, including injury or damage
caused by or involving Adoption Partner’s Pets; possession, storage, use, consumption and disposal of any Product;
employment and/or worker compensation claims; or violation of applicable law. Notwithstanding the foregoing, this

3
PetSmart Charities, Inc. Adoption Partner Agreement v20180112

provision shall not be applicable if Adoption Partner is a governmental entity and as such, is prohibited by law from
indemnifying Charities.

F. The Parties agree they will not discriminate by reason of race, color, creed, religion, national original, age, sexual
orientation, disability, veteran status, gender, marital status or any other legally protected status.

G. Adoption Partner agrees that it will acknowledge Charities’ support in any promotional materials, including websites and
social media platforms. Adoption Partner must obtain prior written approval by Charities and will provide Charities at
least ten (10) business days to review, for quality control purposes, the proposed use. If Charities permits Adoption Partner
use of its logo, such use is a limited, non-exclusive, revocable right to use. Adoption Partner may not use Charities’ logo
for any purpose other than the use permitted by Charities, and Charities may immediately terminate use if it is determined
by Charities to be unacceptable. Adoption Partner will not use either Charities’ name or logo in a negative light or critical
manner, Any right given to Adoption Partner for the use of Charities name or logo may not be transferred, assigned or
sublicensed.

H. Charities has the limited, non-exclusive, revocable right to publish, print, transmit, display or otherwise use Adoption
Partner’s name and logo. Such use may be in electronic or digital format (including e-mail, social media platforms or
websites) or in printed form. Charities will not use Adoption Partner’s name or logo in a negative light or critical manner.
Charities’ use of Adoption Partner’s name or logo will be used only to support or further Charities’ mission.

I. In the event of a dispute between the Parties, the Parties shall use their reasonable efforts to resolve that dispute in an
informal fashion through consultation and communication, or other forms of non-binding alternative dispute resolution
mutually acceptable to the Parties. If either Party brings an action to enforce its rights under this Agreement, the prevailing
party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal
from the losing party.

J. The Term of his Agreement shall commence upon the signature of the last signer and remain in full force and effect until
terminated by either Party as set forth herein. Either Party may terminate this Agreement at any time, with or without
cause, upon at least thirty (30) days’ written notice of such termination to the other Party.

1. Either Party may immediately terminate this Agreement upon written notice to the other Party if the other Party:
endangers the life, health, or safety of any animal or person; breaches any term of this Agreement; is the subject
of any legal, regulatory, or media investigation or is engaged in any action or course that appears to be
unprofessional, uncharitable, disreputable, or otherwise inappropriate; ceases to operate or materially and
adversely changes its method of operation, is insolvent, or files for or is the subject of any type of receivership,
bankruptcy, or similar proceeding; or has not complied with the requirements of any other agreement with
Charities. If Charities terminates this Agreement for cause, it may, in its sole and absolute discretion: withhold
any pending or future Rewards; or revoke any Rewards not used in accordance with this Agreement and require
that all previously provided Rewards be returned.

2. Pursuant to the provisions of A.R.S. § 38-511, either Party may cancel this Agreement without penalty or
obligation, if any person significantly involved in the initiating, negotiating, securing, drafting, or creating this
Agreement on behalf of the terminating Party is at any time while the Agreement or any extension thereof is in
effect an employee of the other party to the Agreement in any capacity with respect to the subject matter of this
Agreement.

K. To the extent applicable under A.R.S. § 41-4401, the Parties warrant compliance, on behalf of themselves and all
subcontractors, with all federal immigration laws and regulations relating to their employees, and compliance with the E-
Verify requirements under A.R.S. § 23-214(A). Any Party’s breach of the above-mentioned warranty shall be deemed a
material breach of this Agreement and the non-breaching Party may terminate this Agreement. The Parties retain the legal
right to inspect the papers of any other Party to ensure that the Party is complying with the above-mentioned warranty
under this Agreement.

L. This Agreement constitutes the entire agreement and understanding between the Parties and supersedes all other prior and
contemporaneous communications, discussions, understandings, negotiations, arrangements and agreements, whether
written or oral, relating to the subject matter of this Agreement. PetSmart shall be a third party beneficiary under this
Agreement. This Agreement shall not be construed for or against any party based on which party drafted this Agreement,
and each Party had the opportunity to review this Agreement with their respective legal counsel to the Party’s satisfaction.
This Agreement will not be effective until all information requested by Charities is provided by Adoption Partner and is

4
PetSmart Charities, Inc. Adoption Partner Agreement v20180112

fully executed. Charities and Adoption Partner each represent that the individuals signing are duly authorized to execute
this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an
enforceable original, but all of which together shall constitute one and the same instrument. Facsimile and other electronic
signatures shall be as effective and binding as original signatures.

TO EVIDENCE THEIR AGREEMENT, the Parties have executed and delivered this Adoption Partner Agreement, all

effective as of the last date written below.

“CHARITIES”
PetSmart Charities, Inc.

Signature:

Name:

Title:

Date:

PetSmart Charities, Inc. Adoption Partner Agreement v20180112

“ADOPTION PARTNER”
Maricopa County

Signature:

Name:

Title:

Date:

Attest by:

Juanita Garza, Clerk of the Board
Maricopa County

Approved as to Form for Maricopa County:

Undersigned counsel has reviewed the foregoing
Agreement pursuant to A.R.S. §§ 11-251 and 11-201 and
determined it is in proper form and within the powers and
authority granted under the laws of this state to Maricopa
County.

Karen J. Hartman-Teltez
Attorney for Maricopa County

MARICOPA COUNTY ANIMAL CARE & CONTROL

~ Af Pig 2 ”

Hirector, Maricopa County Animal Care and Chairman, Board of Supervisors
Control
Printed Name: _Michael Mendel Printed Name:

Date: = lt | ‘Cod a Date:

PetSmart Charities, Inc. Adoption Partner Agreement v20180112