HomeMy WebLinkAboutContract 53443 � a910 111
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c'l 110L 6'a 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 1960 1 N. 27th A venue, Phoenix, AZ 85027 ("Charities"), and
City of Fort Worth, whose address is 200 Texas Street 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 in the amount of$50,000 over 12 months will be
used to support activities related to preparing animals for
adoption. Grant funds to be used for expenses related to
spay/neuter surgeries. During the grant period,the Organization
will impact a minimum of 730 pets.
The grantee acknowledges that future funding for this program is
not guaranteed beyond the date of the grant terms.
Distribution Schedule of Single Payment
Grant Funds
Grant Period Upon execution through December 31, 2020.
Grant Conditions If the Organization wishes to request an extension or amendment
to utilize anticipated unspent grant funds, the request must be
submitted in writing via email to the grant's PetSmart Charities
Relationship Manager for approval a minimum of 30 days prior to
end of the grant term. The request must outline progress to date
including rationale for extension, funds expended and remaining,
potential usage and timeline for use. 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 date of
the grant terms.
771.
PelSnarrY C'hurilies;Inc.Grant Agr•eenren!r10180111si
LI' u SEC k S y v # i
FT WORTH,TX
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
www.cybergrants.com/petsmartcharities/reports/app
The interim grant report will become available one (1) day after
the first payment date and is due by 08/01/2020. The final impact
report will be available on 08/31/2020 and is due by 2/01/2021.
Impact Report templates are located at
https:Hpetsmartcharities.orp-/pro/resources/jzrant
anplicants/sample-impact-reports
Impact reports will include:
Detail use of grant funds and expenditure
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
htt p://www.cybergrants.com/12etsmartcharities/0rganizat ion/update
and to notify PetSmart Charities via rants@petsmartcharities.org
if there are personnel changes to the"Grantseeker" during the
term of the grant.
Failure to submit reports as required may impact your
organization's future grant eligibility.
Grant Acknowledgement PetSmart Charities will provide the following materials to
leverage in your local community:
• 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 Pub licRelationsgpetsmartcharities.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.1etsmartcharities.ore.
Should you require assistance or to confirm completion of
these recognition requests,please email:
petsmartcharitiesmarketing a,netsmartcharities.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
petsmartcharitiesmarketins(c—v,netsmartcharities.or
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PetSmart Charities,Inc.Grant Agreement t•20180112si
0 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:
petsmartcharitiesmarketing u,nctsmartcharities.org
Link to templated materials, including a press release, digital
badge, door cling and social media templates:
https://petsmartcharit ies.or"ro/resources/marketing_
support/grant-recip ient-media-requirements
All press releases and marketing materials that incorporate
PetSmart Charities' logo need to be approved via email by a
PetSmart Charities team member. For all press release or media
alert approvals, please e-mail
Pub licRelat ions@V etsmartchar it ies.org.
For all Marketing approvals, including but not limited to signage,
please e-mail PetSmartCharitiesMarketinpapetsmartcharities.orv-.
Please allow 5-10 business days for approvals.
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 Piw-pose 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.
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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;
a. 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.
I. 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
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AaSnilin Charitim,hie.Grunt Agreement v20180/l2si
(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.
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
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Pednlart Outrider,Inc.Grunt Agreement v20180112si
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 willfully 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 PetS mart,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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PrlSnmrt Charities,Inc.Grnrn!ALrrrrnen!00I80I12si
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.
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"CHARYFIES" "GRANME"
PetSmart Charities, Inc. City of Fort Worth
Signature: Signature: Valerie
jkvk�r-- 2020)
Name: L'tk�s!q tq'i Lukro Name: Valerie Washington
Title: Title: Assist-ant City Mangr_
Date: Datc: Jan 23,2020
OFFICIAL RECORD
COTY SECRETARY
8 FT. WORTH,TX
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 performance and
By. Va1ene Washington(Jan 23,20201
Name: ValerieWashington reporting requirements.
Title: Assistant City Manager 2
By: Tony Mer(Jan 23,2020)
Date: Jan 23,2020 Name: Tony Hiller —
Title: Superintendent
APPROVAL RECOMMENDED: APPROVED AS TO FORM AND LEGALITY:
o tf ZG
By: Tony Rtfier(Jan 23,2020) B Mat[Murray(Jan 23,20 O)
Name: Tony Hiller y:
Title: Superintendent Name: Matt Murray
Title: Assistant City Attorney
ATTEST: CONTRACT AUTHORIZATION:
M&p/C:[[��6�- iq-001 1aIl7/1`i
BY: Mary J.K r(Ja ,2020) ��..}
;. `. •:.'. .� ,. j 1516v�5�4�% aolg-5-7 A531
Name: Mary Kayser
Title: City Secretary ' s
h..
I� 4%•'
. C� �{
UMCIAL RECORD
CITY SECRETARY
FT. WORTHS TIC
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 12/17/19 M&C FILE NUMBER: M&C 19-0399
LOG NAME: 23PETSMART ANIMAL WELFARE GRANTS
SUBJECT
Authorize Application for and,if Awarded,Acceptance and Execution of Related Grant Contracts for Multiple Grants from PetSmart Charities,
Inc.,in an Amount Not to Exceed$200,000.00 to Support Animal Welfare Programs Including Pet Adoption Events,Waive Indirect Costs and
Adopt Appropriation Ordinance(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the application for and, if awarded,the acceptance and execution of related grant contracts for multiple grants from PetSmart
Charities, Inc.,in an amount not to cumulatively exceed$200,000.00 to pay expenses generated from animal welfare programs and pet
adoption events;
2. Waive the imposition of any indirect costs;and
3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Operating Other Fund in an
amount not to exceed$200,000.00.
DISCUSSION:
The City of Fort Worth enjoys a productive relationship with PetSmart Charities, Inc.,that includes working together to promote animal welfare
through numerous special initiatives for the benefit of Fort Worth animal shelter pets. In addition,the ongoing partnership supports two satellite
adoption centers at PetSmart retail stores and periodically there are special adoption or other promotional events held at these stores or other
locations in Fort Worth.These events are typically facilitated by the Animal Care and Control Division of the Code Compliance Department with an
Agreement that PetSmart Charities, Inc.will reimburse the City for costs associated with the event These costs can include marketing, promotion
and purchase(or rental)of event equipment and supplies.
While these grants do not cover indirect costs,they do not require a cash match from the city.
In the interest of efficiency,the Code Compliance Department is requesting approval of this M&C to facilitate a more expedient turnaround of
application and grant or agreement documents.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations,receipt of grant(s),and adoption of the attached appropriation
ordinance,funds will be available in the Grant Operating Other Fund. The grant funds will be made available by the Grantor after both Grantor and
the City have signed a Grant agreement.
These grants typically pay on an advance basis, but in some cases,payment on a reimbursement basis may be a possibility.
Submitted for City Manager's Office by: Valerie Washington 6199
Originating Business Unit Head: Brandon Bennett 6345
Additional Information Contact: Brandon Bennett 6345