PETSMART CHARITIES GRANT AGREEMENT (PETSMART AND ATTORNEY SIGNED).PDF
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PetSmart Charities, Inc., Grant Agreement (20190520sttrk) 1 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 Maricopa County Animal Care & Control, whose address is 2500 S. 27th Avenue, Phoenix, AZ 85009 (“Grantee” or “Organization”). Grant Purpose and Terms: Grant Funds $5,000.00 Grant Purpose The Grant Funds in the amount of $5,000 to support the response to the impact of the recent Monsoon storms to Maricopa County Animal Care and Control 's facility. Grant Funds may be used for but are not limited to: debris removal, construction and installation costs, equipment, kenneling, fencing, contractor fees, supplies, staffing, and volunteer support costs related to response project. The grantee acknowledges that future operational funding for this program or organization is not guaranteed beyond the Grant Period. Distribution Schedule of Grant Funds Single cash grant upon execution. Grant Period Upon execution through 03/23/2022 Grant Conditions This Grant Agreement must be executed within 30 days of receipt. The Grantee acknowledges that future operational funding for this Organization and its programs is not guaranteed beyond the date of the grant terms. If the Organization wishes to request a grant extension, a request must be submitted to PetSmart Charities at CharitiesCompliance@PetSmart.com and the PetSmart Charities Community Grants Manager assigned to the grant for approval a minimum of 30 days prior to end of the grant term. The request must outline progress to date including funds expended, funds remaining and a rationale for the requested grant amendment. If any Grant Funds remain unspent for the Grant Purpose during the Grant Period, the Organization must contact PetSmart Charities at CharitiesCompliance@PetSmart.com within 30 days after the end of the Grant Period for consideration of remaining funds or return any unused funds to PetSmart Charities. Impact Report(s) The Organization 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. The Final Impact Report will become available 1 day after the first payment date and is due by 4/23/2022. The Final Impact Report will include: • Total number of pets supported by the Grant Funds, by species • Number of the types of services provided including food, veterinary care and grooming/other to pets supported by the Grant Funds • Number of the types of assistance provided for pets supported by the Grant Funds including temporary shelter, rescued from field, relinquished, remained PetSmart Charities, Inc., Grant Agreement (20190520sttrk) 2 in care of owner, returned to owner, provided supplies but remained with owner, adopted/transferred and other. • Explanation of successes and challenges encountered in completing grant’s goal(s) • Photo and stories that highlight impact of services provided via this grant. (It is advisable to anonymize names and individuals in sensitive situations.) • Total Grant Funds expended by budget allocation revision as necessary Grant Acknowledgement Should you require assistance or to confirm completion of these recognition requests, please email: petsmartcharitiesmarketing@petsmartcharities.org. 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 acknowledgement requirements specific to this grant must be completed by the due date of the Final Impact Report unless otherwise noted are: · Share the grant approval news on Social Media using the sample social posts provided as a guide and tag the appropriate PetSmart Charities channel within 10 days of execution of the grant. FB: @PetSmartCharities, IG: @PetSmartCharities, Twitter: @PetSmartChariTs YouTube: www.YouTube.com/PetSmartCharitiesInc Our approved hashtag is: #PetSmartCharities For tips on how to post on Social Media, review https://youtu.be/NEzvJQRcZMs · Add a PetSmart Charities digital Grantee badge to your organization’s website, linking back to www.petsmartcharities.org. Link to templated materials, including a press release, digital badge, door cling and social media templates: https://petsmartcharities.org/pro/resources/marketingsupport. All press releases need to be approved via email by a PetSmart Charities team member. For all press release or media alert approvals, please e-mail PublicRelations@petsmartcharities.org. Marketing materials that incorporate PetSmart Charities logo that deviate from the approved templates need to be approved via email by a PetSmart Charities team member. For all Marketing approvals, including, please e-mail PetSmartCharitiesMarketing@petsmartcharities.org. Terms and Conditions A. Grantee will utilize the Grant Funds only for the Grant Purpose, subject to the Grant Conditions, and during the Grant Period, and will not use the Grant Funds for any other purpose (including, without limitation, any lobbying or political activities or any other purpose not permitted in Section 501(c)(3) of the Code). Grantee agrees to provide Charities the Impact Report(s) along with any other information reasonable requested. 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. B. Grantee represents to Charities, as of the Grant Agreement date and at all times during the Grant Period, that: 1. Grantee 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 the Grant Funds for exclusively 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 the Grant Funds exclusively for public purposes. 2. Grantee holds and will maintain any and all licenses, permits and registrations necessary or appropriate to operate and fulfill Grantee’s mission. PetSmart Charities, Inc., Grant Agreement (20190520sttrk) 3 3. Grantee is in compliance (and will comply) with all applicable federal, state, local and tribal laws, regulations and other requirements. 4. Grantee is not on any federal terrorism “watch list” and Grant Funds will be used in compliance with all applicable anti-terrorist financing and asset control laws, statutes and executive orders. 5. Grantee agrees that all representations or statements made by Grantee in any application or any related communications from or on behalf of Grantee are true and accurate in all material respects. Grantee will notify Charities promptly in writing of any changes in such representations or statements. C. Grantee agrees to maintain adequate books and records and other financial documents, including records that readily show the Grant Funds were used exclusively for the Grant Purpose. During the term of the Grant Agreement and for two years afterwards, Charities may audit or review Grantee’s books and records to confirm Grantee’s compliance with the terms of the Grant 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, Grantee 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 or withhold any unpaid Grant Funds pending the outcome of the audit or review. Grantee expressly grants permission to Charities or its designees to discuss with, or request documentation from, third parties about Grantee related to performance under this Agreement. Grantee agrees to cooperate with Charities in supplying additional information required for Charities to comply with governmental requests related to this Grant Agreement. D. Grantee will not make, directly or indirectly, any negative statements, whether written or oral (including in any digital electronic format) about Charities, PetSmart, Inc. or their 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. E. 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 Grantee are each independent entities and each will be solely responsible for the acts and omissions of its respective officers, agents, employees, and representatives during and after the term of the Grant Agreement. This Grant Agreement is being made solely 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. F. Grantee 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 Grantee’s: breach of this Grant Agreement; willful misconduct or negligent act(s) or omission(s); receipt or use of the Grant Funds, or any program or activity of Grantee related to this Grant Agreement; or violation of applicable law. Notwithstanding the foregoing, this provision shall not be applicable if Grantee is a governmental entity and as such, is prohibited by law from indemnifying Charities. G. 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. H. Grantee agrees that it will acknowledge Charities’ support in any promotional materials, including websites and social media platforms, and provide any recognition and benefits at the same level provided to other organizations giving Grantee comparable levels of funding. Grantee 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 Grantee use of its logo, such use is a limited, non-exclusive, revocable right to use. Grantee 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. Grantee will not use either Charities’ name or logo in a negative light or critical manner. Any right given to Grantee for the use of Charities name or logo may not be transferred, assigned or sublicensed. PetSmart Charities, Inc., Grant Agreement (20190520sttrk) 4 I. Charities has the limited, non-exclusive, revocable right to publish, print, transmit, display or otherwise use Grantee’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 Grantee’s name or logo in a negative light or critical manner. Charities’ use of Grantee’s name or logo will be limited to only the use to support or further Charities’ mission. J. 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. K. Either party may terminate this Grant Agreement at any time, with or without cause, upon at least thirty (30) days written notice of such termination to the other party. Charities may immediately terminate this Grant Agreement upon written notice to Grantee if Charities determines, in its sole discretion, that Grantee: has breached any term of this Grant 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. Upon termination of this Grant Agreement for any reason, Grantee will return to Charities any unspent portion of the Grant Funds. If Charities terminates this Grant Agreement for cause, it may, in its sole and absolute discretion: withhold any pending or future payments of funds or provision of support; or revoke any payment of funds not used in accordance with this Grant Agreement and require that all previously provided funds will be returned. L. Confidentiality. [INTENTIONALLY OMITTED]. M. Pursuant to the provisions of A.R.S. § 38-511, either party may cancel this Grant Agreement without penalty or obligation, if any person significantly involved in the initiating, negotiating, securing, drafting, or creating this Grant Agreement on behalf of the terminating party is at any time while the Grant Agreement or any extension thereof is in effect, an employee of the other party to the Grant Agreement in any capacity with respect to the subject matter of this Agreement. N. This Grant 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 Grant Agreement. This Grant Agreement may be modified or amended only in writing, duly executed by both parties, except that, upon mutual written agreement, the parties make minor modifications to the Grant Purpose, Grant Conditions, and Grant Period that do not materially alter its intended purpose. This Grant Agreement shall not be construed for or against any party based on which party drafted this Grant Agreement, and each party had the opportunity to review this Grant 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 Grantee and is fully executed. Charities and Grantee each represent that the individuals signing are duly authorized to execute this Grant Agreement. This Grant Agreement may be executed in one or more counterparts, each of which shall be deemed an enforceable original of this Grant Agreement, 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. [SIGNATURE PAGE FOLLOWS] PetSmart Charities, Inc., Grant Agreement (20190520sttrk) 5 PETSMART CHARITIES GRANT AGREEMENT TO EVIDENCE THEIR AGREEMENT, the parties have executed and delivered this Grant Agreement, all effective as of the last date written below. “CHARITIES” PetSmart Charities, Inc. “GRANTEE” Maricopa County Animal Care and Control, Maricopa County Board of Supervisors Signature: _____________________________ Signature: _____________________________ Name: ________________________________ Name: ________________________________ Title: _________________________________ Title: Chairman, Board of Supervisors___ Date: _________________________________ Date: _________________________________ APPROVED AS TO FORM ATTEST Signature: _____________________________ Signature: _____________________________ Name: _______Karen Hartman-Tellez_______ Name: ________________________________ Title: Deputy County Attorney______ Title: ______Clerk of the Board____________ Date: _________________________________ Date: _________________________________