HomeMy WebLinkAboutContract 56798 CSC No.56798
w9PETSMART
arifies.
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 200 Texas
Street,Fort Worth,TX 76102("Grantee"or"Organization").
Grant Purpose and Terms:
Grant Funds $50,000.00
Grant Purpose The Grant Funds in the amount of$50,000 over 12 months will be used to
provide financial resources to organizations with unusually high intake and/or
overpopulation to support movement of adoptable animals for adoption,
transport and/or other positive outcomes.A minimum of 17,000 pets to be
impact d during the Grant Period.
Distribution Schedule of Grant Single payment
Funds
Grant Period Upon execution through 11/30/2022
Grant Conditions The Organization is required to abide by all international,federal state and
provincial laws related to interstate transport of animals,including ensuring the
required paperwork is in place in advance of transport activities. PetSmart
Charities supports established best practices for transport such as those
guidelines included in the Association of Shelter Veterinarians Guidelines for
Standards of Care in Animal Shelters.
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
end of the Grant Period.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 at the
conclusion of the Grant Period,the Organization must contact PetSmart
Charities within 30 days after the end of the Grant Period for consideration of
remaining funds or return any unused funds to PetSmart Charities. Only one
extension per grant may be approved and PetSmart Charities reserves the right
to consider organizations ineligible for additional grant funding during an
extension.However,organizations that are PetSmart Charites Adoption
Partners may continue to accrue Adoption Rewards.
The Grantee acknowledges that future operational funding for this Organization
and its programs is not guaranteed beyond the Grant Period.
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
reports are provided.Unless otherwise specified,submit all reports via
SmartSimple. OFFICIAL RECORD
1 CITY SECRETARY
PetSmart Charities,Inc.,Grant Agreement(20190520sttrk)
FT. WORTH, TX
The interim grant report will become available one (1)day after the first
payment date and is due by 5/30/2022. The final impact report will be available
on 10/01/2022 and is due by 12/30/2022.
Impact reports will include:
•Detail use of grant funds and expenditures
•Number of animals impacted
•Number of animals physically moved out of organization's facility by all that
apply;
o Adoption
o Transport-specify(ground or air)
o Foster
o Other—elaborate
•Description of any challenges to completing grant(if necessary)
The Grantee acknowledges that emails with the grant report link and reminders
of due dates will be emailed to the "Grantseeker"of the original submitted
application. It is the organization's responsibility to update all organization
contact information as necessary at
https://petsmartcharities.smartsimple.com/s_Login jsp and to notify PetSmart
Charities via grants@petsmartcharities.org if there are personnel changes to the
"Grantseeker"during the Grant Period.
Failure to submit reports as required may impact your Organization's future
ant eligibility.
Grant Acknowledgement For PetSmart Charities grants issued in amounts between $20,000 and$99,000,
Grantee is required to:
• Distribute press release (a template will be provided)with a quote from
a PetSmart Charites spokesperson announcing the recent grant and its
purpose to local media outlets. Please e-
mail PublicRelations&petsmartchari tic s.org for approval. Please also
post press release on your organization's web site.
• Add a PetSmart Charities digital badge to your Organization's donor
page,linking back to www.petsmartchan*ties.org.
• Should you require assistance or to confirm completion of these
recognition requests,please
email: petsmartcharitiesmarketingkpetsmartcharities.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 via email
to petsmartcharitiesmarketing&a,petsmartcharities.org
• Share announcement news and impact stories about your grant on
social media using the sample social posts provided as a guide and tag
the appropriate PetSmart Charities channels so we can engage with
your posts.
• All grantees are expected to share stories and visual assets
(photos/video) showing the impact of your grant with the marketing
and PR teams at PetSmart Charities via
email: petsmartcharitiesmarketingkpetsmartcharities.org
Link to templated materials,including a press release,digital badge,door cling
and social media
templates: https://petsmartchan*tics.org/pro/resources/marketing-support
All press releases and marketing materials that incorporate PetSmart Charities'
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PetSmart Charities,Inc.,Grant Agreement(20190520sttrk)
logo need to be approved via email by a PetSmart Charities team member. For
all press release or media alert approvals,please e-
mail PublicRelations petsmartchanties.org. For all Marketing approvals,
including but not limited to signage,please e-
mail PetSmartCharitiesMarketina&petsmartcharities.org. Please allow 5-10
business days for approvals.
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.
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.
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PetSmart Charities,Inc.,Grant Agreement(20190520sttrk)
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.
L 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. [INTENTIONALLY OMITTED]
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. The Parties agree that the terms of this Grant Agreement,except with respect to the Grant Funds,
Grant Purpose,Grant Period, and any required Grant Acknowledgement, shall be confidential("Confidential
Information"). The Parties agree that,unless otherwise set forth in this Grant Agreement,required by law,or
pursuant to the written consent of the other,the Parties shall not make each other's Confidential Information
available in any form to any third party for any purpose,except to its own directors,managers,officers,
employees,representatives,legal and financial advisors,accountants, subcontractors, and other agents(collectively
"Representatives")having a"need to know" and who have agreed to be bound by confidentiality obligations no
less restrictive than those under this Grant Agreement. Each receiving Party agrees to take all reasonable steps
required to ensure that Confidential Information is secure and not disclosed, shall be responsible for any breach of
this Grant Agreement by any of its Representatives,and,at its sole expense,take all reasonable measures
(including,but not limited to,court proceedings)to restrain its Representatives from prohibited or unauthorized
disclosure or use of the Confidential Information. The Grantee is a government entity under the laws of the State
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PetSmart Charities,Inc.,Grant Agreement(20190520sttrk)
of Texas and all documents held or maintained by Grantee are subject to disclosure under the Texas Public
Information Act. In the event there is a request for Confidential Information,the Grantee shall promptly notify
Charities. It will be the responsibility of Charities to submit reasons objecting to disclosure.A determination on
whether such reasons are sufficient will not be decided by the Grantee,but by the Office of the Attorney General
of the State of Texas or by a court of competent jurisdiction.
M. 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 TO FOLLOW]
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PetSmart Charities,Inc.,Grant Agreement(20190520sttrk)
TO EVIDENCE THEIR AGREEMENT,the parties have executed and delivered this Grant Agreement,all effective as
of the last date written below.
"CHARITIES"
PetSmart Cha`ritciees,Inc.
cJ'[.Gri'c / l
Signature: Steve Kaufman(Dec 1,2021&112 MST)
Name: Steve Kaufman
Title: Sr. Manager, Adoption Initiatives
Date: 12/1/21
ACCEPTED AND AGREED:
GRANTEE- CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
V64AA., responsible for the monitoring and administration
By. Valerie Washington(Dec 9,202110:44 CST) of this contract,including ensuring all performance
Name: Valerie Washington and reporting requirements.
Title: Assistant City Manager
Date: 12/09/21
By:
APPROVAL RECOMMENDED: Name: Tony Hiller
Title: Code Compliance Superintendent
APPROVED AS TO FORM AND LEGALITY:
BY: Tim Morton(Dec 9,202110:38 CST)
Name: Timothy Morton
Title: Assistant Code Compliance Director
By:
ATTEST: Name: Christopher Austria
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
By: Jannette S.Goodall(Dec 9,2021 11:43 CST) M&C: N/A
Name: Jannette Goodall 444a4nn� Form 1295 Certification No: N/A
Title: City Secretary FORA
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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PetSmart Charities,Inc.,Grant Agreement(20190520sttrk)