RACHAEL RAY SAVE THEM ALL COVID-19 RELIEF GRANT AGREEMENT.PDF

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• • 	
Best 
Friends 
Animal 
Society 
SAVE THEM ALL 
RACHAEL RAY SAVE THEM ALL COVID-19 Relief Grant AGREEMENT 
THE 
FOUNDATION 
BASIS 
Best Friends Animals Society ("Best Friends" or "BFAS") is a 501(c)(3) nonprofit corporation based 
in Kanab, Utah, whose mission is No More Homeless Pets®. 
Best Friends is sponsoring a program (the "Program") to provide grants to animal welfare 
organizations who are members of the Best Friends Network, whose lifesaving efforts have been 
impacted by the COVID-19 pandemic. 
Recipient is a 501(c)(3) nonprofit animal welfare charity or a municipal shelter and has submitted a 
grant application to Best Friends requesting to be awarded a grant pursuant to the Program. The 
funds shall be disbursed upon receipt of the signed agreement and a copy of the Recipient's  IRS 
Form W9. 
Recipient has been selected to receive a grant. 
In consideration of the receipt of this grant, Recipient agrees to the following terms: 
AGREEMENT 
Grant Amount and Term 
Name of Recipient Organization: Maricopa County Animal Care and Control 
EIN #: 86-6000472 
This is a one-time grant in the amount of: $10,000 
The grant shall be disbursed as follows: 
• 
Grant funds will be awarded upon receipt of all requested signed agreements and forms. 
Agreements and forms must be returned by Tuesday, May 26, 2020. 
• 
All funds must be spent by September 30, 2020. 
Best Friends Animal Society 	
Best Friends Animal Society — Los Angeles 	
Best Friends Animal Society — 	 Best Friends Animal Society  — Utah 
5001 Angel Canyon Road 	
15321 Brand Blvd. 	
New York City 	
2005 South 1100 East 
Kanab, UT 84741 	
Mission Hills, CA 91345 	
contactnyc@besffriends.org 	
Salt Lake City, UT 84106 
bestfriends.org 	
bestfriends.org/la 	
bestfriends.orgiutah

Use of Grant Funds 
Recipient agrees to use the grant for the program or project described in its grant application only 
and as further clarified in email notification from Best Friends describing approval of Grant funds, 
and for no other purposes. 
Grant Recipient Responsibilities 
A. Specific Obligations 
Grant funds awarded are intended to help alleviate financial challenges associated with COVID-
19 pandemic. 
B. Grant Reports 
Recipient will provide information through narrative stories and photos of how funds were 
spent and will allow lifesaving efforts to continue. Best Friends reserves the right to request 
detailed documentation on how the grant funds were spent (including receipts if requested). 
C. 
Best Friends Network Program Monthly Intake, Outcome, and Spay-Neuter Reporting 
Requirement 
Network Partner agrees that they will fulfill all reporting requirements necessary for participating 
in the Network Partner program including monthly reporting in Shelter Animals Count (for 
organizations that take in animals), and annual statistics reports as requested. Recipient 
understands that this overall data reporting is separate from the grant reports and is a 
requirement for continued participation in all promotions, events, and grant opportunities offered 
by the Best Friends Network. 
D. Grant Program Branding Terms and Promotion 
Recipient shall cooperate with Best Friends regarding the promotion of the Program. All 
press, news, or other media releases and other forms of publicity relating to the 
Program, including web-based communications and social media posts must be pre-
approved by Best Friends. Any such publicity efforts proposed by Recipient shall 
acknowledge the participation of Best Friends and shall be submitted by Recipient to Recipient's 
appointed contact at Best Friends for review and approval not less than 5 days in advance of 
the proposed dissemination date. Materials may not be disseminated without the express 
approval of Best Friends. This provision shall apply only to promotion of the Program and not to 
other efforts carried out by Recipient. 
Recipient agrees that Best Friends may issue reports or statements to its members, the media 
and the public about the grant and identifying Recipient. This includes, but is not limited to 
websites, newsletters, press releases, magazine articles, blogs, and podcasts. Recipient shall 
reasonably cooperate with Best Friends Network staff, Volunteer Team Leaders, and News or 
Magazine writers in the production of such news content. 
Neither party may use each other's logos, trademarks, or other intellectual property without 
express permission.

Grant Recipient Representations and Warranties 
Recipient represents and warrants as follows: 
• 
Recipient is a qualified 501(c)(3) entity or government organization; 
• 
Recipient is an activated member of Best Friends Network; 
• 
Recipient acknowledges that its animal welfare activities may be governed by a variety 
of federal, state, and local laws. Recipient hereby warrants that it shall use its best 
efforts to comply with all applicable laws and shall not knowingly violate same; 
• 
The individual signing this Agreement on behalf of Recipient is duly authorized to do so. 
Grant Restrictions 
In addition to abiding by the requirement that the grant funds be used in furtherance of the 
program described in Recipient's grant application, Recipient specifically agrees that no portion 
of the grant funds will be used for any of the following: (i) to lobby or otherwise attempt to 
influence legislation; (ii) to influence outcome of any specific public election or participate or 
intervene in any political campaign on behalf of any candidate for public office or conduct, 
directly or indirectly; (iii) to support or oppose any elected official or candidate for public office or 
on any particular issue. 
Termination by Best Friends 
Best Friends may immediately terminate this Agreement without penalty or any further 
obligation. Such event shall not constitute an event of default. All obligations of Best Friends 
will cease upon the date of termination. 
Photo, Video, Digital and Audio Release 
Recipient grants to BFAS permission and rights to photograph, video, and audio record any of 
Recipient's programs or events for the duration of the grant. Recipient grants to BFAS the right 
to indefinitely use such photographs, videos or digital images and voices. This release covers 
all photos, videos, and audio recordings made by BFAS or its employees, contractors or agents. 
Recipient understands and agrees that these photographs, videos, or digital images and 
recordings may be used by BFAS in its sole discretion including for identification purposes, to 
promote or report about BFAS events, activities and mission; to raise donations, or for other 
purposes. This includes, but is not limited to, any royalties, proceeds, or other benefits derived 
from such images or recordings. This release remains in effect even after the end of the grant 
period. 
Recipient further agrees not to make any claim against BFAS or its employees, contractors or 
agents for the use of these photographs, videos or digital image or voice recordings. Recipient 
understands this agreement releases and forever discharges BFAS from any liability to 
Recipient, its successors, and assigns with respect to personal injury, property damage or other 
loss or damages that may result as a result from the making and use of photographs, videos or 
digital image or voice recordings. 
Non Disparagement 
Recipient agrees not to disparage BFAS during the grant period and for three years following 
the last disbursement from BFAS to Recipient. 
Release 
Recipient, its directors, officers, employees, representatives, agents, successors and assigns, 
agrees never to bring a claim or suit against BFAS relating to the grant program and its receipt 
of grant funds. Recipient agrees BFAS and its directors, officers, employees, representatives, 
agents, successors and assigns are not responsible for any of the decisions, plans, guidelines,

work, or activities related to or arising from the program. Recipient releases BFAS and its 
directors, founders, employees, officers, agents, representatives, contractors, volunteers, 
successors and assigns from all liability arising from any work or activities related to the 
program or this grant. 
Recipient understands this agreement discharges BFAS and its directors, founders, employees, 
officers, agents, representatives, contractors, volunteers, successors and assigns from any 
liability to Recipient with respect to bodily injury, personal injury, illness, death, property damage 
or other loss of any kind or nature whatsoever, direct or indirect, known or unknown, that may 
result as a result of Recipient's work, participation and activities related to this program or grant. 
Recipient releases BFAS and discharges BFAS and its directors, founders, employees, officers, 
agents, representatives, contractors, volunteers, successors and assigns from any liability for 
Best Friends' own negligence or liability that may result in bodily injury, personal injury, illness, 
death, property damage or other loss of any kind or nature whatsoever, direct or indirect, known 
or unknown, that may result as a result of Recipient's work, participation and activities related to 
this program or grant. 
Indemnity Agreement 
Recipient and its directors, officers, agents, employees, representatives, successors and 
assigns, agrees to indemnify and hold BFAS harmless for all bodily injury, personal injury, 
illness, death, property damage or other losses of any kind or nature whatsoever, direct or 
indirect, known or unknown, including attorney's fees and costs of litigation that result to anyone 
else or any other entity because of actions or omissions related to the program or this grant. 
This includes lone acts or omissions by Recipient as well as the combined acts of Recipient with 
others. 
Survival of Terms 
The intellectual property rights, including the rights to use photos, digital, audio and video 
materials, agreed to in this agreement are perpetual. The releases and indemnity agreements 
are perpetual. The Non Disparagement clause survives for three years following the last 
disbursement from BFAS to Recipient. 
Proprietary Information 
Recipient acknowledges and agrees that the following constitute "Proprietary Information": any 
secret or proprietary information relating directly to Best Friends business, including, but not 
limited to, the Network and Donation Process, services, members, donor and volunteer lists, 
business policies, employment records and policies, operational methods, marketing plans and 
strategies, business development plans, new personnel acquisition plans, technical processes, 
designs and design projects, inventions and research programs, trade know-how, trade secrets, 
specific software, algorithms, computer processing systems, object and source codes, user 
manuals, systems documentation, and other business and financial affairs of Best Friends. It is 
not anticipated that Recipient will have access to BFAS proprietary information as a result of this 
grant Agreement. Nonetheless, Recipient acknowledges and agrees in the event Recipient 
learns of or comes into possession of any BFAS proprietary information, Recipient will notify 
BFAS and return said information. Recipient agrees that it will not sue, supply or disclose any 
Proprietary Information it happens to learn of to any third party. 
Other 
These contract terms bind the successors and assigns of Recipient. Each term of this 
Agreement is material. Recipient expressly agrees the releases and indemnity agreement are 
intended to be as broad and inclusive as permitted by law. Recipient agrees that in the event

that any clause or provision of this agreement shall be held to be invalid by any court of 
competent jurisdiction, the invalidity of such clause or provision shall not otherwise affect the 
remaining provisions of this agreement. This is the entire agreement between the parties and 
supersedes any other verbal or written statements, representations, or promises. 
This Agreement shall not be construed to constitute any form of partnership, agency or joint 
venture between Best Friends and Recipient. Neither party is responsible in any way for the 
debts of the other or any other party, or any breach of any law, rule, regulation, complaint, 
grievance, custom, or guideline of the other. Neither party has authority to bind the other to any 
contractual or other agreements and in no event shall either party represent or hold itself out as 
acting on behalf of the other party hereto. 
This Agreement shall be governed by and interpreted in accordance with the laws of the State 
of Utah. Any disputes arising out of or related to this Agreement will be resolved in a Utah State 
Court of competent jurisdiction in Kane County, Utah. 
By signing below, Recipient and Best Friends acknowledge and agree to the terms of this 
Grant Agreement. 
Best Friends Animal Society 
By: 
[electronic signature of authorized representative] 
Name: 
Title: 
Date: 
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: ______________