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PetSmart Charities, Inc. Grant Agreement v20180112si
GRANT AGREEMENT
This Grant Agreement (“Grant 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
the Maricopa County Sheriff or assignee, by and through the Maricopa County Board of Supervisors, whose
address is 550 West Jackson, Phoenix AZ 85003, (“Grantee”). The effective date of this Grant Agreement
is upon execution and delivery by both parties, as indicated below.
Section 1 – Grant Purpose and Terms:
Grant Funds
$2,000,000 in project specific grant funding of which $1,925,000 is to
be deposited into the Maricopa County Donations Fund 203
designated for the Maricopa County Sheriff’s Office (MCSO) Animal
Safe Haven Unit (MASH).
Grant Purpose
The Grant funds in the amount of $2,000,000 to MCSO to provide
foundational funding to design and construct the new MCSO MASH
Unit operating as a recovery center for MCSO inmates and
evidentiary animals held during cruelty and other investigations.
The grantee acknowledges that future operational funding for this
program is not guaranteed beyond the date of the grant terms.
Distribution Schedule of Grant
Funds
Cash grant to be distributed in four installments. The first payment of
$925,000 to MCSO upon execution of agreement and $75,000 made
directly to Adisa from PetSmart Charities for related project costs, the
second contingent payment of $500,000 on 6/1/2019 or upon review
of a completed impact report due by 5/1/2019, and a third contingent
payment of $500,000 on 12/31/2019 or upon review of a completed
impact report due by 12/1/2019.
Grant Period
Upon execution through September 30, 2020
Grant Conditions
The grant funds will total $2,000,000 over two years to support the
full architectural design work and initial construction costs related to
the Maricopa County Sheriff Office MASH Unit to be located on the
Durango Campus, to which Maricopa County holds title.
Grant funding to include:
$2,000,000 over two years to support planning, design work and
construction costs, to include any physical improvements to the
property, for the new MCSO MASH Unit broken into four contingent
payments as follows;
Contingencies include: The use of Adisa consultancy services
including but not limited to recommendations including:
•
shelter design
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•
adoptions flow
•
areas of efficiency
•
stakeholder interviews
•
identification of partnership opportunities
•
identification of inmate participation opportunities
•
animal care best practices
Payment one: scheduled in two disbursements;
$925,000 upon execution to MCSO for MCSO related project costs
$75,000 of the overall funding will be paid by PetSmart Charities
directly to the Adisa for Phase II project consultancy services related
to the MCSO MASH Unit.
Payment two: $500,000 upon review of completed impact report and
completion of project milestone 60 percent of overall project funds
raised/committed.
Payment three: $500,000 upon review of completed impact report
completion of project milestone MCSO MASH Unit construction
reaches building “sealed in” status; and completion satisfactory
documentation that at least eighty percent (80%) of the funds required
for the MASH project described herein have been raised by MCSO.
Any grant funds that remain unspent for the purpose and term of this
grant, the Grantee must contact PetSmart Charities, Inc. within 30
days of the end of the grant term for consideration of remaining funds
or return any unused fund to PetSmart Charities.
Impact Report(s)
The Grantee agrees to provide the following reports to PetSmart
Charities in connection with this grant, on or before the deadlines set
forth below. PetSmart Charities reserves the right to change the
method and format of how of how reports are provided.
Unless otherwise specified, submit all reports via
www.cybergrants.com/petsmartcharities/reports/app. An interim
grant report will be available on 5/1/2019 and is due by 6/1/2019.
The final impact report will be available on 11/1/2019 and is due by
12/1/2019. Impact Report templates are located at
https://www.petsmartcharities.org/pro/resources. Impact reports will
include:
1)
Detail use of grant funds and expenditure
2)
Description of impact of grant
3)
Significant successes or challenges encountered during grant
term
The grantee acknowledges that emails with the grant report link and
reminders of the due dates will be emailed to the ‘Grantseeker’ of the
original application that was submitted. It is the organization’s
responsibility to update all organization information as necessary at
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http://www.cybergrants.com/petsmartcharities/organization/update
and to notify the PetSmart Charities via grants@petsmartcharities.org
if there are personnel changes to the “Grantseeker” during the term of
the grant.
Failure to timely submit reports as required of this grant may impact
your organization’s future grant eligibility. Please note that failure to
submit reports may lead to additional review of grant activities and
expenditures by PetSmart Charities.
Grant Acknowledgement
PetSmart Charities will be recognized in the Organization's
publications and media commensurate with other donors’ level of
aggregate annual funding including all grants and adoption rewards
as applicable throughout the fiscal year of the organization.
Other acknowledgements specific to this grant are:
•
Mutually agreed upon facility naming rights subject to
MCSO approval and conditions.
•
Position PetSmart Charities as the initiating founding funder
of the new M.A.S.H. Unit.
•
Feature PetSmart Charities logo on outside public-facing
facility wall subject to approval.
•
Feature PetSmart Charities logo on the wall of facility lobby
subject to approval.
•
Groundbreaking ceremony with President of PetSmart
Charities.
•
Ribbon cutting ceremony upon completion of project with
President of PetSmart Charities.
•
Development of new M.A.S.H. Unit logo with PetSmart
Charities.
•
Coordinate with PetSmart Charities to document and share
the construction of the new facility and obtain testimonials
from M.A.S.H. Unit staff and participating inmates to be
shared by the parties with key audiences, including Charities
donors and prospective donors, affiliates, and other
constituents.
•
Coordinate media relations efforts with the PetSmart
Charities PR team, leveraging the Maricopa County Sheriff
as the lead advocate and the President of PetSmart Charities
as the subject matter expert on the benefits of the human-
animal bond. This may include, but is not limited to,
national, regional, and local media outreach, an exclusive
press announcement, press materials, bylined or op-ed
content, social media content, photo opportunities, press
conferences, etc.
•
Post press release with a quote from a PetSmart Charities
spokesperson on organization’s web site.
•
Add a PetSmart Charities digital badge to your organization’s
donor page, linking back to www.petsmartcharities.org.
•
Include the PetSmart Charities logo on any collateral
promoting the PetSmart Charities-funded event, initiative, or
program (All logo use must be approved by PetSmart
Charities).
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•
Share the news on Social Media using the sample social posts
provided as a guide and tag the appropriate PetSmart
Charities channel.
•
Coordinate with PetSmart Charities to ensure a representative
is available to attend any small events, open houses or check
presentation planned at your facility.
•
All grantees are encouraged to share photos showing the
impact of your grant with the PR and Corporate
Communications teams at PetSmart Charities.
•
Link to templated materials, including a press release, digital
badge, door cling and Social Media templates:
https://www.petsmartcharities.org/pro/resources
•
All press releases and marketing materials that incorporate
PetSmart Charities’ logo need to be approved by a PetSmart
Charities Public Relations and Corporate Communications.
•
All press releases and marketing materials that incorporate
MCSO or MASH need to be approved by the designated
personnel at MCSO.
•
For all press release or media alert approvals, please e-mail
yobrunson@petsmart.com.
•
For special event, civic engagement activities, marketing and
messaging support, please e-mail
chmartinez@petsmart.com.
Additional Requirements
Grantee shall, in accordance with IRS code 501 (c)(3) requirements,
maintain an advisory board or similar body overseeing the direction
and implementation of project described in this Grant Agreement.
Charities shall have the opportunity to join the 501(c)(3) advising
board for the implementation of the Grant Purpose throughout the
term of the Grant Period. The aforementioned rights of Charities shall
be subject to compliance with IRS code 501(c)(3) requirements.
A. Use of Grant. Grantee agrees that it will not use, and will not allow any of its employees, agents or
representatives to use, any funds provided under this Grant Agreement for any purpose other than the
Grant Purpose (including, without limitation, any lobbying or political activities or any other purpose
not permitted in Section 501(c)(3) of the Code), during the Grant Period, and subject to any Grant
Conditions. If the Grant Funds include any in-kind product, Grantee may be required to execute the
Donated Goods Addendum. Grantee will immediately notify Charities if it is unable to comply with
the terms of this Grant Agreement. If Grantee has previously received any form of grant from Charities,
this Grant Agreement is contingent upon successful performance by Grantee under that agreement. If
the Grant Funds include the any services or products, such support may be provided directly by
Charities or indirectly through a subsidiary, contractor, representative or agent of Charities and Grantee
will participate in any specified program, technical assistance, or training within the guidelines,
procedures and timelines defined by Charities or its authorized representative.
B. Acknowledgment of Grant. Grantee will publicly acknowledge this Grant as required by the Grant
Acknowledgment. Before making such acknowledgement, however, Grantee will obtain prior written
approval from Charities (including details such as graphics, layout, copy, media, etc.). Grantee will
provide Charities a reasonable amount of time for such review and approval.
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C. Unspent Funds; Failure of Grant Purpose or Conditions. If any Grant Funds are not spent at the expiry
or sooner termination of the Grant Period, such unspent funds must be returned to Charities within
thirty (30) days following such expiry or termination. Additionally, if Grantee is unable or unwilling
at any time during the Grant Period to comply with the Grant Purpose or the Grant Conditions, Grantee
will immediately notify Charities.
D. Modifications to Grant. Any modifications to this Grant Agreement must be in writing and signed by
both parties, except the following modifications may be made without a formal amendment if a written
request is submitted by Grantee in writing (e-mail is acceptable if acknowledged by the recipient) and
approved in writing (including e-mail) by Charities in its sole discretion:
1. Minor adjustments to the Grant Purpose or Grant Conditions that do not materially affect the
original intent of the Grant; or
2. Change or extend the Grant Period.
E. Reporting. Grantee is required to submit the Impact Report(s) to Charities set forth above, along with
information that indicates how the Grant Funds were spent and such other information as may be
reasonably requested by Charities.
F. Early Termination by the Parties.
1. At any time prior to the end of the Grant Period, either party may terminate this Grant Agreement
for good cause (i.e., in the case of Charities’ exercise of such right, Grantee shall have been found by
the mediator to have materially breached the terms of the Grant Agreement and failed to cure the same
following written notice thereof), upon at least thirty (30) days written notice of intent to terminate to
the other party. A material breach of the terms of the Grant Agreement shall include, but is not limited
to: (a) action by the Grantee that contravenes or otherwise frustrates the Grant Purpose or Conditions;
(b) the facility jeopardizes the safety, health or welfare of any animal occupying the facility; or (c)
Grantee is the subject of any legal or regulatory investigation related to the subject matter of this Grant
Agreement, the result of which causes Charities to determine Grantee engaged in any action or course
that appears to be illegal, unprofessional, or otherwise materially inconsistent with this Grant
Agreement.
2. In addition to the conditions set forth in paragraph (F)(1), no termination hereunder shall be effective
until the Parties have engaged in mediation before an impartial mediator (who shall set the procedures
for the mediation) as to whether or not there is a basis to terminate this Agreement for cause. The Parties
shall mutually agree upon the appointed mediator within ten (10) days of issuance and delivery of the
for cause termination notice. If the Parties fail to so agree, then the mediator shall be appointed by the
Presiding Civil Superior Court Judge of Maricopa County, AZ. The effective date of termination for
cause shall be tolled during the mediation process and to the date that is thirty (30) days following
completion of the mediation without resolution. The mediation process shall be expedited (and the
thirty day period in the prior sentence shall be reduced to ten (10) days) in the event that the termination
is based on a public health and safety issue.
G. Effect of Termination. Upon termination of this Grant Agreement for any reason, Grantee will return
to Charities any unspent portion of the Grant Funds as provided above, and all rights and obligations
of the parties will cease, except for any rights and obligations that by their terms survive the expiry or
termination of this Grant Agreement.
H. Additional Actions by Charities. Charities may withhold any payment to Grantee: (i) during any
mediation; or (ii) until PCI determines the results of any audit, investigation, review of reports and
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compliance with milestones are satisfactory, in its sole discretion. In the event this Grant Agreement
is terminated for any reason, Charities shall have no obligation to make any payment withheld pursuant
to this section. If Charities terminates this agreement during the Grant Period because the Grant
Purpose was not fulfilled or that the Grant Conditions were not satisfied, Charities may (without
limiting its other rights or remedies hereunder or at law):
1. Withhold any pending or future payments of Grant funds; or
2. Revoke any payment and require a refund of the portion of Grant funds not used in accordance with
this Grant Agreement.
I. License to Grantee. In addition and subject to Section B, Charities may provide a paid-up, limited,
non-exclusive, revocable right to publish, print, transmit, display or otherwise use Charities’ name and
logo (“Marks”), and Grantee will provide any recognition and benefits at the same level provided to
other organizations giving Grantee comparable levels of funding. Any materials that include the Marks
(or other intellectual property) of Charities, including, but not limited to, any information to be
transmitted in electronic or digital format (including e-mail, social media platforms or websites), must
be approved by Charities for quality control purposes prior to any printing, distribution, publication or
other use (even if such use is the same as or similar to prior approved uses). Charities’ Marks may only
be used in the exact form, style, font and colors as required by Charities, and Charities may dictate the
copyright, trade or service mark indicia that must accompany each use of a Mark. Grantee will endeavor
to provide Charities with at least ten (10) business days to review a proposed use of Charities Marks,
and each submission of such proposed use will include the full context (e.g., media, platform,
accompanying collateral or materials, etc.) associated with such use. Grantee will not use any Marks of
Charities’ without approval nor will Charities’ Marks be used in a negative light or critical manner. The
foregoing limited license may not be transferred, assigned or sublicensed. Charities may immediately
terminate this license if Charities, in its sole and absolute discretion, determines Grantee’s use of the
Marks to be unacceptable.
J. License to Charities. During the Grant Period, and subject to the terms of this paragraph, Charities has
the paid-up, limited, non-exclusive, revocable right to publish, print, transmit, display or otherwise use
Grantee’s name and logo (“Marks”) to carry out the activities described in the Grant Acknowledgement
section of this Agreement, to recognize Charities support of Grantee, to promote or otherwise
acknowledge the activities subject to this Agreement, and as otherwise may be required by law or
regulation. Grantee’s Marks will not be used in a negative light or critical manner. The foregoing
limited license may not be transferred, assigned or sublicensed.
Section 2 – Grantee’s Representations. As of the date of this Grant Agreement, Grantee represents to
Charities that:
A. Grantee is either: an organization exempt from federal income tax under Section 501(c)(3) of the Code,
(ii) a governmental entity identified in Section 170(c)(1) of the Code that will use the grant for
exclusively public purposes, or (iii) an “Indian tribal government,” as defined under Section
7701(a)(40) of the Code, that is treated as a State under Section 7871 of the Code and that it will use
Grant Funds for exclusively public purposes.
B. Grantee holds and maintains, or shall promptly procure, all licenses, permits and registrations necessary
or appropriate for its lawful operation and fulfillment of the Grant Purpose and satisfaction of the Grant
Conditions.
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C. Grantee is and will remain in compliance with all applicable local, state, tribal and federal laws,
regulations and other requirements to which Grantee is subject.
D. Grantee is not on any federal terrorism “watch list” and any Grant Funds will be used in compliance
with all applicable anti-terrorist financing and asset control laws, statutes and executive orders.
E. Grantee agrees that all statements made by Grantee in any application and ancillary materials are true
and accurate in all material respects. Grantee agrees to notify Charities promptly in writing of any
change regarding the ongoing truthfulness and accuracy of such statements during the Grant Period.
Section 3 – Miscellaneous Provisions.
A. Maintenance of Records and Audit. Grantee agrees to maintain adequate books and records and other
financial documents appropriate for its organization (including all records related to disposition of the
Grant) (collectively, “Records”). Grantee will maintain the Records in a manner that Charities (or its
auditor) may readily determine that all Grant Funds were used exclusively for the Grant Purpose.
During the Grant Period and for two (2) years thereafter, Charities may inspect and audit the Records
to determine Grantee’s compliance with this Grant Agreement upon at least ten (10) business days prior
notice and during normal business hours. Grantee will provide Charities (and its auditor) with
unfettered access to the Records and will fully cooperate with such inspection or audit. Grantee
expressly grants permission to Charities or its designees to make inquiries and discuss with, or request
documentation from, third parties about Grantee related to Grantee’s performance under this Grant
Agreement.
B. Regulatory Compliance Cooperation. Grantee will fully cooperate with Charities and provide Charities
with any requested information or documentation regarding Charities’ compliance with the
requirements of any governmental agency, including Charities’ nonprofit or tax-exempt status.
C. Independent Entities. Nothing in this Grant Agreement is intended or will be construed to create any
type of partnership, joint venture, employment, franchise or other similar relationship between the
parties. The parties agree each party is an independent entity and will be solely responsible for the acts
and omissions of its respective officers, agents, employees, and representatives and during and after the
term of this Grant Agreement. The parties further agree that the Grant Funds are being provided for
the purpose of supporting the Grantee, and there is no explicit or implicit oral or written agreement or
understanding that any Charities director, officer or other representative will receive compensation in
connection with such payment.
D. Indemnification & Insurance. Grantee as a governmental entity is prohibited from indemnifying
Charities. All parties will maintain: Commercial General Liability. Commercial General Liability
insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000
for each occurrence, $2,000,000 Products/Completed Operations Aggregate, and $4,000,000 General
Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form
property damage, personal injury, products and completed operations and blanket contractual coverage,
and shall not contain any provisions which would serve to limit third party action over claims. There
shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising
from explosion, collapse, or underground property damage.
E. Non-Disparagement. Grantee will not make, directly or indirectly, any negative statements, whether
written or oral (including in any digital electronic format) about Charities, PetSmart or their
respective activities, owners, officers, directors, or employees. Charities will not make, directly or
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indirectly, any negative statements, whether written or oral (including in any digital electronic
format) about Grantee or its respective activities, owners, officers, directors, or employees. This
includes any statement intended, or that could be reasonably expected given its content or context,
to harm or that would lead to unwanted or unfavorable publicity.
F. Equal Opportunity. Grantee agrees that it will not discriminate by reason of race, color, creed, religion,
national origin, age, sexual orientation, disability, veteran status, gender, marital status or any other
legally protected status.
G. Jurisdiction and Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the State of Arizona.
H. Legal Fees. If either party brings any action or proceeding against the other arising under or related to
this Grant Agreement, the prevailing party will be entitled to receive its reasonable attorneys’, experts’,
investigation, and other related fees, costs and expenses from the other party.
I. Assignment; Third-Party Beneficiaries. This Grant Agreement will be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns. Grantee will not assign,
delegate or sublicense, in whole or in part, any of its rights or obligations under this Grant without the
prior written consent of Charities, which may be granted, withheld or conditioned in its reasonable
discretion. Nothing in this Grant Agreement is intended or will be construed to give any third party
any legal or equitable right, remedy or claim under or with respect to this Grant Agreement, except for
a party’s permitted successors or assigns.
J. Survival. The terms and provisions of this Grant Agreement that are by their terms intended to survive
the expiry or termination of the Grant Agreement, will survive expiry or termination of this Grant
Agreement.
K. Construction. This Grant Agreement will not be construed for or against either party on the basis of
which party drafted this Grant Agreement, and each party had the opportunity to review this Grant
Agreement with their respective legal counsel (or other professional advisor) to the party’s satisfaction.
L. Notices. Any notice given or required under this Grant Agreement will be in writing and delivered to
the respective addresses of the parties set forth above or at such other address as either party specifies
in writing. Notices will be deemed received: (a) five (5) days after being sent by certified or registered
mail, postage prepaid, return receipt requested; (b) on the next business day after when sent by
overnight delivery with a major overnight courier; or (c) on receipt of confirmation following
transmission via electronic mail or facsimile if received on a business day during business hours
(otherwise, deemed received the next business day) and if followed by a hard copy sent by using one
of the delivery methods in the preceding clauses (a) or (b) of this paragraph.
M. Waiver; Severability. The failure of either party to insist upon the performance of any term or provision
of this Grant Agreement or to exercise any right or remedy will not be construed as a waiver or
relinquishment of such party’s right to assert or rely upon any such term or right or remedy on any
future occasion. If any provision of this Grant Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not in any way be affected or
impaired. If one or more provisions of this Grant Agreement are held to be unenforceable under
applicable laws by a court of competent jurisdiction, those provisions will be limited or eliminated to
the minimum extent necessary.
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N. Execution; Counterparts. The parties each represent that the individuals signing below are duly
authorized to execute this Grant Agreement on behalf of the party for which they are signing. This
Grant Agreement will not be effective until all information requested by Charities is provided by
Grantee and is fully executed. This Grant Agreement may be executed by facsimile or electronically
(including exchange of scanned signature pages by e-mail), each of which will be deemed an original,
and in several counterparts, all of which will constitute one and the same instrument.
O. Entire Agreement. This Grant Agreement constitutes the entire agreement and understanding between
the parties, and supersedes any and all prior discussions, negotiations or other communications
regarding the subject matter hereof. Any waiver or amendment of the terms of this Grant Agreement
is binding only if in writing and signed by the authorized representatives of both parties.
TO EVIDENCE THEIR AGREEMENT, the parties have executed and delivered this Grant Agreement,
all effective as of the last date written below.
[SIGNATURE PAGE FOLLOWS]
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“CHARITIES”
PetSmart Charities, Inc.
“GRANTEE”
Maricopa County Sheriff
Signature: _____________________________
Signature: _____________________________
Name: ________________________________
Name: ________________________________
Title: _________________________________
Title: _________________________________
Date: _________________________________
Date: _________________________________
Maricopa County Board of Supervisors
Signature: _____________________________
Name: ________________________________
Title: _________________________________
Date: _________________________________
Maricopa County Attorney
Signature: _____________________________
Name: ________________________________
Title: _________________________________
Date: _________________________________