HomeMy WebLinkAboutContract 51736 Gd CITY SECRETARY
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CON TRACT NO. 5I 73(0oco,� PE?SMART
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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 City of Fort Worth, whose address is 1000 Throckmorton St, Fort Worth TX
76102-6312 ("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 $50,000
Grant Purpose The grant funds will total $50,000 over 12 months. Funds will be used
by the Organization for the purpose of underwriting a contract
veterinarian to conduct spay and neuter surgeries and vaccinations for
1,000 shelter pets and returned to owner pets.
The grantee acknowledges that future operational funding for this
program is not guaranteed beyond the date of the grant terms.
Distribution Schedule Cash in single installment of$50,000
of Grant Funds
Grant Period Upon execution through December 31, 2019.
Grant Conditions If the Organization wishes to request an extension, a request must be
submitted in writing to PetSmart Charities for approval a minimum of
30 days prior to grant deadline. 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 purpose and term of this
grant, the Organization must contact PetSmart Charities within 30 days
after the end of the grant term 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.
Unless otherwise specified, submit all reports via
www.cybergrants.com/petsmartcharities/reports/app. 4"i 4dRi pact
Report will be available on 7/1/2019 and is due-by 8/1 2019_. ';
YelSinurt Charities,Inc.Grunt Agreement v201 N0111si
Impact Report will be available on 1/1/2020 and is due by 2/1/2020.
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) Number of surgeries performed to date in total and by animal
type and sex
3) Number of animals that were sourced outside the zip coce of
your organizational address
4) Description of impact of grant
5) 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 submitted application. It is the organization's responsibility
to update all organization information as necessary at
http://www.cybeEg rants.com/pets ma rtch a rities/organ ization/u pd ate
and to notify the PetSmart Charities via
Brants()petsmartcharities.om 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 PetSmart Charities will be recognized in the Organization's publications
Acknowledgement 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. All logo use must be
approved by PetSmart Charities Marketing.
Other acknowledgement requirements specific to this grant must be
completed by the due date of the Interim Impact Report unless
otherwise noted are:
• Share naming rights and include the PetSmart Charities logo on
any collateral or information promoting to the grant funded
program or initiative with PetSmart Charities (i.e. "supported by
PetSmart Charities" or"presented by PetSmart Charities").
• 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 90 days of execution of the
grant.
• Add a PetSmart Charities digital badge to your organization's
donor page, linking back to www.petsmartcharities.org.
• Organization will acknowledge to each recipient of any supplies
or services received through this grant the contribution of
PetSmart Charities. An example could be "This program and/or
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PelSmarl Charities,Inc.Grant Agreement v20180112sr
service provided by and/or in part by a grant from PetSmart
Charities" on receipt, contract or follow up instructions.
o For all Marketing approvals, including but not limited to
signage and/or printed collateral, please e-mail
PetSmartCharitiesMarketin%zkpetsmartcharities.org and
allow up to 10 business days for approvals.
• Distribute press release with a quote from a representative of
PetSmart Charities spokesperson announcing PetSmart Charities
grant to local media outlets within 90 days of execution of the
grant.
o Post press release on organization's web site.
o Please e-mail PublicRelationsnapetsmartcharities.org for
press release approvals and allow up to 10 business days
for approvals.
• All grantees are encouraged to share photos showing the impact
of your grant with the marketing and PR teams at PetSmart
Charities to leverage through traditional or Social media.
Link to templated materials, including a press release, digital badge,
and Social Media templates: https://www.petsmartcharities.org/spay-
neuter-grant-market ing-toolkit
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.
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 finds 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.
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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. At any time prior to the end of the Grant Period, 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.
G. Early Termination by Charities. Charities may immediately terminate this Grant Agreement upon
written notice to Grantee if Charities determines in its sole discretion that:
1. Grantee has not complied with the Grant Purpose or Grant Conditions;
2. Grantee is the subject of any legal, regulatory or media investigation or is engaged in any action or
course that appears to be unprofessional, uncharitable or otherwise inappropriate;
3. Grantee 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;
4. Any representation made by Grantee was not accurate when made or it becomes inaccurate at any
time during the Grant Period;
5. Charities finds the results of any audit or inquiry regarding Grantee to be unacceptable;
6. Grantee (or any person or organization linked to or with Grantee) becomes disreputable or is the
subject of negative media attention, including social media; or
7. Grantee has not complied with the requirements of any other agreement Grantee has with Charities.
H. 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.
1. Additional Actions by Charities. If Charities terminates this agreement as set forth in Section G, or if
anytime either during the Grant Period or for two (2) years thereafter, Charities determines in its sole
and absolute discretion that 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 of funds not used in accordance with this Grant Agreement and require
Grantee to provide a full refund to Charities of all previously provided funds.
J. 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
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PelSmui C'harnre.%,Inc.(;runt Agreement v20180111.ei
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.
K. 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"). 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. Charities use
of Grantee's Marks will limited to only be used to support or further Charities'mission.
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 all licenses, permits and registrations necessary or appropriate for its
lawful operation and fulfillment of the Grant Purpose and satisfaction of the Grant Conditions.
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
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PelSmurl(turilies,lne.GrawAgreenreV v201R0112si
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. Grantee hereby defends,indemnifies and holds harmless Charities and PetSmart, Inc.
(including their respective affiliates, directors, officers, managers, employees, representatives, agents,
assigns and successors), from and against all costs, expenses (including reasonable attorneys' fees and
expenses through all appeals), claims,judgments, proceedings, losses, liabilities, damages (including
property damage or bodily injury or death) or intellectual property infringement incident to or arising
out of Grantee's: (a) breach or violation of this Grant Agreement; (b) willful misconduct or negligent
act(s)or omission(s); (c)receipt or use of the Grant Funds,or any program or activity of Grantee related
to this Grant Agreement; (d) violation of applicable law; or (e) infringement of intellectual property.
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.
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. 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. With respect to any action or proceeding arising out of or related to
this Grant Agreement or otherwise between the parties, the parties hereby agree that: (i) venue and
jurisdiction will be exclusively in the federal and state courts situated in Maricopa County in the State
of Arizona, U.S., and (ii) they hereby waive jury trial. 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.
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Pel SmC?I Churilies,Inc.Grunt A reemenl 1,201 R0ll2si
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 sole 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 paragraph 3.D. (Indemnification), along with any other terms or
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.
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.
PelSmart C/mrmec,Inc.(;ran(Agreement v20/801/2.si
"CHARITIES" "GRANTEE"
PetSmart Charities,Inc. City of Fort orth
Signature: l�J�� � Signature:
Name: L.n2►y,�PtA Lh►ofo_ _ Name: VMejit/
Title: Q tiw, ItA� t MiM Title: )AyAA
Date: 1`�'�� Date: ,\
1
L
OR®CITY AR
GRANTEE:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
By: VW performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager By:
Name: Tony Hill
Date: Vial Title: Code Compliance Superintendent
Approval Recommended: Approved as to Form and Legality:
l�
By: / /4- By: /400&t _
Name: Tony Hiller Name: Matthew A."Murray
Title: Code Compliance Superintendent Title: Assistant City Attorney
Attest: Contract Authorization:
M&C: N/A
By.
arnk MaryKayser
itle: City Secretary
AS
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX