HomeMy WebLinkAboutContract 58051 CSC No. 58051
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MASTER SUPPORT AGREEMENT
THIS MASTER SUPPORT AGREEMENT including the Program Terms and Conditions attached hereto and incorporated herein
by this reference (collectively, the "Agreement"), effective upon full execution (the "Effective Date"), is entered into between
PetSmart Charities, Inc., an Arizona nonprofit corporation and Internal Revenue Code ("Code") Section 501(c)(3) tax-exempt public
charity, whose address is 19601 N. 27th Avenue, Phoenix, AZ 85027 ("Charities"), and City of Forth Worth, whose address is 1000
Throckmorton Street, Fort Worth, TX 76102 ("Organization"). Charities and Organization are sometimes referred to herein
collectively as the"Parties"and each individually as a "Party".
GENERAL TERMS AND CONDITIONS
Section 1.2 Statements of Terms. Charities agrees to provide certain support to Organization, and Organization
agrees to the terms and conditions of such support as described in this Agreement and the Statement of Terms(and any exhibits or
schedules attached thereto) (the "Statement of Terms") attached hereto (or entered into separately) and incorporated herein by
this reference. Statements of Terms shall designate the particular type of support to be provided to Organization(the "Program")
and may be added or terminated from time to time without affecting the continued validity of this Agreement. In the event there
are any inconsistent, contrary, or conflicting terms contained in any Statement of Terms and this Agreement, this Agreement shall
control.The Initial Statement of Terms may be attached hereto as Exhibit A.
Section 1.2 Term and Termination.
(a) Term. Except as otherwise set forth in this Agreement,this Agreement shall remain in full force and effect
until terminated by either Party as set forth herein.
(b) Termination by Organization. Except as otherwise set forth in this Agreement, and unless any Statement
of Terms remains in effect, Organization may terminate this Agreement at any time, with or without cause, following ninety(90)
days advanced written notice to Charities.
(c) Termination by Charities. Charities may terminate this Agreement at any time with or without cause
following thirty (30) days written notice to Organization,without any further obligation or liability. In the event that Charities, in its
sole and absolute discretion, believes: (i) Organization has not complied with the terms and conditions of this Agreement or has
taken any action or inaction that does not uphold the spirit of this Agreement; (ii) Organization is involved in any investigation or
engaged in any action that appears to be unprofessional, uncharitable or inappropriate;(ill)Organization ceases to operate on a full-
time basis, becomes or is adjudicated insolvent or bankrupt,or if a receiver or a trustee is appointed for Organization or its property,
or if Organization petitions for reorganization or arrangement under any bankruptcy or insolvency law,or if any assignment is made
for the benefit of Organization's creditors;(iv) there is any change to the representations made by Organization in this Agreement;
(v)the results of any audit or information contained in any reports are deemed to be unacceptable by Charities;or(vi) Organization
has not complied with the requirements of any other agreement with Charities;then,in addition to such other remedies as may be
available to Charities under this Agreement, at law or in equity, Charities may, in its sole and absolute discretion: (1) immediately
terminate this Agreement; (2) withhold any pending or future payments of funds or provision of support; or(3) revoke immediately
any payment of funds not used in accordance with the Statement of Terms and require Organization to provide a full refund to
Charities of all previously provided funds.
(d) Effect of Termination. Upon termination of this Agreement for any reason, all then outstanding
Statements of Terms shall immediately terminate and all rights and obligations of the Parties shall cease, except for such rights and
obligations that otherwise survive pursuant to this Agreement.
Section 1.3 Licenses.
(a) License by Charities.
(i) If expressly permitted in the Statement of Terms, Charities hereby grants Organization, during
the term of the Statement of Terms, the limited, non-exclusive, revocable right to publish, print, transmit, display or otherwise use
the "PetSmart Charities" name, service mark, and trademark (collectively, the "Marks"), solely for the purpose set forth in the
Statement of Terms. Organization shall use appropriate designations (i.e.,SM,TM or r)with the Marks, as designated by Charities.
All benefits from the use of the Marks by Organization shall inure to Charities, and Organization shall have no rights to the Marks
other than the limited right to use them as set forth herein. Charities shall have the right to inspect Organization's use of the Marks
and any related promotional material for the purpose of controlling the quality of such material. If in Charities' sole opinion, the
quality of Organization's use of the Marks, or related promotions, is unacceptable, Charities shall inform Organization and may
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PetSmort Charities,Inc.—CONFIDENTIAL INORMATION CITY SECRETARY
Master Support Agreement 8119116
FT. WORTH, TX
require Organization to immediately cease use of the Marks. Under no circumstances shall Organization use the Marks to imply that
it is affiliated with Charities(except as expressly contemplated in this Agreement or a Statement of Terms).
(ii) If use of the Marks is not expressly permitted in the Statement of Terms, Organization must
obtain Charities' advanced written consent to use the Marks, publicize any related promotions, or otherwise disclose the terms of
this Agreement.
(b) License by Organization. Unless otherwise designated in the Statement of Terms, Organization hereby
grants Charities the right to publish, print, transmit, display or otherwise use Organization's name, logo, and photographs, or any
other representation of Organization related to the Program(s), including, but not limited to, its facilities and activities,via all forms
of media now known or hereafter devised worldwide,in perpetuity,without notice, attribution or compensation to Organization,so
long as the use does not depict Organization in a negative light. Organization agrees to provide and/or obtain such written releases,
assignments or other documents for itself and/or from any third parties (for themselves and/or their pets)as may be necessary to
enforce the rights of Charities granted in this Agreement without any compensation of any kind to Organization or such third parties.
Section 1.4 Publicity. Subject to the requirements of this Agreement or unless otherwise specified in the Statement
of Terms, Organization shall provide Charities the opportunity to be acknowledged or otherwise included in all media materials
prepared by Organization related to the Program(s). Organization shall obtain prior written consent from Charities prior to granting
to any third party entity or individual any publicity or sponsorship rights in connection with Organization's activities that in any way
relate to the Program(s) or this Agreement,provided,however,that such consent shall not be withheld unreasonably. Organization
agrees that Charities may require Organization to recognize Charities and/or certain donors to Charities in Charities sole discretion.
Section 1.5 Confidentiality.
(a) By virtue of this Agreement, each Party may have access to information that is confidential to the other
Party. "Confidential Information" is information that, by its nature, should be treated as proprietary and confidential or that a
reasonable person should conclude is confidential, which is disclosed by one Party to the other Party orally, electronically or in a
tangible form, that is related to this Agreement, a Statement of Terms or the Parties' relationship, including without limitation
business, technical, financial data, Program information, forecasts, marketing information, employee and volunteer information,
strategies, general non-public business information, third-party confidential information that the supplying Party has a duty to
maintain as confidential and has so informed the receiving Party of that duty, and other valuable information designated by the
supplying Party as confidential information expressly or by the circumstances in which it is provided. Confidential Information of a
Party shall not include any information that:(i)is or becomes part of the public domain or which is publicly available through no act
or omission of the receiving Party and through no breach of this Agreement; (il)the receiving Party can demonstrate was known to
the receiving Party at the time of disclosure without an obligation to keep it confidential; (iii) becomes rightfully known to the
receiving Party from another source without restriction on disclosure or use; (iv) the receiving Party can show is independently
developed by the receiving Party without the use of or any reference to Confidential Information; or (v) for which disclosure is
required by law, including open records acts or equivalent freedom of information statutes or acts. At the termination of this
Agreement, completion of the term of Statement of Terms,or upon request,the receiving Party agrees to return or destroy,at the
disclosing Party's election,any and all Confidential Information.
(b) The Parties agree that, unless otherwise set forth in this 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 and other agents(collectively"Representatives")having a"need to know"such Confidential Information and who have
agreed to be bound by confidentiality obligations no less restrictive than those under this Agreement. Each receiving Party agrees to
be responsible for any breach of this Agreement by any of its Representatives, and, further, the receiving Party agrees, at its sole
expense, to 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. Each Party agrees to take all reasonable steps required
to ensure that Confidential Information is secure and is not disclosed or distributed by its Representatives' subcontractors in
violation of the terms of this Agreement.
(c) Notwithstanding the foregoing, any Organization application, attachments, reports, this Agreement, any
Statement of Terms and related correspondence and the information contained therein shall become the property of Charities,and
nothing contained herein shall prohibit Charities from maintaining, using and/or disclosing such material or information as it deems
appropriate in its sole discretion. Further, Organization expressly grants permission to Charities or its designees to make inquiries
and discuss with, or request documentation from,third parties about Organization related to Organization's performance under this
Agreement, or any material obtained by Charities related to Organization.
Section 1.6 Product. If the Organization receives any one or more products,including without limitation, consumable
items and supplies("Products")as part of any Program,Organization agrees to comply with any and all federal,state and local laws,
rules, regulations, manufacturer specifications and instructions, and administrative guidance applicable to the possession, storage,
use, consumption and disposal of such Product.
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Section 1.7 Indemnification. Organization shall defend, indemnify and hold harmless Charities and PetSmart, Inc_
("PetSmart"), including their respective affiliates, directors, officers, managers, employees, representatives, agents, assigns and
successors, for, 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 Organization's: (a) breach of this
Agreement or any Statement of Terms; (b) willful misconduct or negligent act(s) or omission(s); (c) violation of applicable law; (d)
participation, or that of any of its dogs,cats, or other animals or pets (the "Animals") in any Program; (e) possession, storage, use,
consumption and disposal of any Product; and (f)employment and/or worker compensation claim. Notwithstanding the foregoing,
this provision shall not be applicable if Organization is a governmental entity and as such, is prohibited by law from indemnifying
Charities.
Section 1.8 Organization's Representations. As of the date of this Agreement and the date of signing of any
Statement of Terms, Organization represents to Charities that (a) Organization is either (i) an organization exempt from federal
income tax under Section 501(c)(3)of the Code,(ii)a governmental entity identified in Section 170(c)(I)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 will use the grant for exclusively public purposes;(b)Organization validly
holds and maintains all licenses, permits, and registrations, and has satisfied all similar requirements, necessary for its lawful
operation; (c) Organization is in compliance with all applicable local, state, tribal and federal laws, regulations and other
requirements to which Organization is subject; (d)Organization is not on any federal terrorism "watch list" and any funds provided
to Organization under this Agreement will be used in compliance with all applicable anti-terrorist financing and asset control laws,
statutes and executive orders; (e) Organization will not use any support provided under this Agreement for lobbying or political
activities, or any purpose not described in Section 501(c)(3) of the Code; and (f) all representations made by Organization in any
application and ancillary material are true and accurate in all material respects. Organization agrees to notify Charities promptly in
writing of any change in the information represented herein.
Section 1.9 Audit. Upon reasonable prior written notice and during normal business hours, at any time during the
term of a Statement of Terms and ending two (2) years thereafter, Charities or its designee may audit the books, records, and/or
operations of Organization to ascertain Organization's compliance with the terms and conditions of this Agreement. Organization
acknowledges and agrees that any such audit may include,without limitation, (i)an on-site or in person inspection, (ii) observation
of Organization's facilities and operations, and (III) personnel interviews, including without limitation, employees and volunteers.
Organization will permit the audit no later than three(3) business days after the date of Charities'notice, provided however,that in
the event Charities has a bonafide reason to believe, in its sole discretion,that there may be issues related to the welfare of any of
Organization's Animals, Organization shall permit such audit with no notice. Charities may suspend Organization's participation in
any Program and/or withhold any funds for such period as it may be reasonable to conduct, and review the results of, any such
audit.
Section 1.10 Independent Entities. Nothing in this Agreement shall be construed to create a legal partnership,joint
venture, landlord-tenant, agency, or employee-employer relationship between any of Charities or PetSmart, on the one hand, and
Organization, its employees, volunteers or agents, on the other hand.The Parties agree that Organization is an independent entity
solely responsible for itself,its employees,volunteers, agents, and any of Animals at all times. Each Party shall be solely responsible
for the acts and omissions of its respective officers, agents, servants, employees, representatives and subcontractors during and
after the term of any Statement of Terms. The doctrine of respondeat superior shall not apply as between Organization,on the one
hand, and PetSmart or Charities, or their respective officers, agents,servants,employees, representatives or subcontractors, on the
other hand.
Section 1.11 Equal Opportunity. Organization agrees that it will not discriminate by reason of race, color, creed,
religion,national original, age,sexual orientation,disability,veteran status or gender.
Section 1.12 Governing Law: Legal Fees. This Agreement and any Statement of Terms shall be governed by and
construed in accordance with the laws of the State of Arizona in the United States without regard to conflict of law provisions or
international treaties or conventions, unless prohibited by law. In the event of any dispute under this Agreement, the prevailing
Party will have the right to recover attorneys'fees,fees of expert witnesses and travel expenses.
Section 1.13 Assignment:Third-Party Beneficiaries.This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors and permitted assigns. Organization will not assign or sublicense, in whole or in part,any
of its rights or obligations under this Agreement without the prior written consent of Charities. Nothing in this Agreement shall be
construed to give any third party any legal or equitable right,remedy or claim under or with respect to this Agreement, except that
Charities or any Party's permitted successor or assign shall be deemed a third-party beneficiary of this Agreement. Notwithstanding
anything herein to the contrary, Charities may freely assign this Agreement in connection with a transfer to a related party or due to
a merger,consolidation, or sale of substantially all of its assets.
Section 1.24 Force_Maieure.The Parties shall exercise their best efforts to meet their respective duties and obligations
as set forth in this Agreement and any Statement of Terms,but shall not be held liable for any delay or omission in performance due
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to force nlajeure or other causes beyond their reasonable control, including, but not limited to acts of God, acts of omission, fires,
strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation
problems, epidemics or public health crises, declaration of a state of disaster or emergency by the federal, state, county, or city
government in accordance with applicable law,and/or any other similar causes.
Section 1.15 Waiver;Severability.The failure of either Party to insist upon the performance of any term or provision
of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of
such Party's right to assert or rely upon any such term or right on any future occasion. If any provision of this Agreement is held to
be Invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired. If one or more provisions of this Agreement are held to be unenforceable under applicable laws by a court of
competent jurisdiction, those provisions must be limited or eliminated to the minimum extent necessary and only in the applicable
jurisdiction such that the balance of this Agreement remains enforceable and in full force and effect.
Section 1.16 Survival. All representations, warranties and obligations of Organization in this Agreement shall survive
after the termination date of this Agreement.
Section 1.17 Headings;Construction. Headings and titles used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.This Agreement shall not be construed for or against any Party on the basis of which
Party drafted this Agreement, and each Party had the opportunity to review this Agreement with their respective legal counsel to
the Party's satisfaction.
Section 1.18 Execution;Counterparts.Charities and Organization each represent that the individuals signing below are
duly authorized to execute this Agreement on behalf of the Party for which they are signing.This Agreement may be executed in one
or more counterparts, each of which shall be deemed an enforceable original of this 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.
Section 1.19 Notices. Notices shall be deemed served when received by addressee or, if delivery falls by reason of
some fault or action of the addressee, when tendered for delivery. Either Party may change the notice address or recipient at any
time by providing written notice to the other Party. All notices required or permitted to be given hereunder shall be in writing,
reference this Agreement,and be delivered by hand, prepaid courier,or registered or certified mall,postage prepaid, and addressed
to the Party's address set forth in this Agreement,and in the case of Charities,to the attention of the Legal Department.
Section 1.20 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the
Parties and supersedes all other prior and contemporaneous communications, discussions, understandings, negotiations,
arrangements and agreements between the Parties, whether written or oral, relating to the subject matter of this Agreement. No
entity is authorized by Charities to make any warranty, representation, or promise different than, or in addition to,the warranties,
representations or promises expressly set forth in this Agreement. This Agreement may be modified or amended only in writing,
duly executed by both Parties.
iN WITNESS WHEREOF, and In consideration of the mutual promises and covenants herein contained, the Parties have caused this
Agreement to be signed by their respective and duly authorized representatives as of the Effective Date set forth above.
"CHARITIES" "ORGANIZATION"
PETSMARTTCCHARITIES,INC. City of Fort Worth
Signature: 1--`!�V (. Signature: _-
Name: -rN5e-/%0 Name: Fe-ryiaviojp CoSL_
Title: �iS tPrN'r Title: i'15 Ct�U ! Idrl�Qer
Date: t% ak Zo t V Date: 10 i _
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PetSmartChorltles,,Inc.—CONFIDEPMALINOR 1 b • OFFICIAL RECORD
master Support Agreement 81191,16
' CITY SECRETARY
Mir J. S -Cify Secmtm FT. WORTH, TX
MASTER SUPPORT AGREEMENT
PROGRAM TERMS AND CONDITIONS
The following terms and conditions are in addition to the terms and conditions set forth in the Agreement, are incorporated by
reference in the Agreement,and shall be applicable to any Program designated in any Statement of Terms.
Grants.
(a) Grant Terms. From time to time following execution of this Agreement, Charities may award Organization
a grant (each, a "Grant") on the terms and conditions set forth in this Agreement and as further specified in the applicable
Statement of Terms. With respect to each Grant,at a minimum the Statement of Terms will include(i)the amount of Grant cash or
in-kind goods or services to be awarded to Organization(the "Grant Funds"); (ii)a description of the in-kind goods or services to be
awarded; (iii)the distribution schedule for the Grant Funds; (iv) the specific purpose(s) for which the Grant Funds may be used by
Organization(the"Grant Purpose"); and (v) the time period during which the Grant Funds will be used by Organization (the "Grant
Period").
(b) Use of Grant Funds. Organization will utilize the Grant Funds only for the Grant Purpose and within the
Grant Period. In the event that Organization cannot use the Grant Funds for the Grant Purpose or within the Grant Period,
Organization must notify Charities immediately. In the event that Organization has previously received any form of grant from
Charities,this Agreement is contingent upon successful performance by Organization under that grant agreement.
(c) Modifications. Upon written request made by the Organization to Charities and in the sole discretion of
and upon written approval by Charities, the Statement of Terms may be amended if such amendment is limited in scope to the
following sections of the Statement of Terms:(a)the Grant Purpose may be amended to reflect adjustments in acceptable use of the
Grant Funds within the overall intended purpose of the funded project, including adjustments in areas of populations being served
or targeted, reallocation of funds across types of expenses and adjustments in acceptable performance metrics (b)the performance
time period may be extended to enable the completion of the funded project;and (c)any reporting obligations may be extended in
time and adjusted to reflect the data available.
(d) Grant Contingencies.The provisions of this Section d apply only to Grants which include Grant Funds for
the purposes specified below:
(i) Equipment. If any Grant includes Grant Funds, in whole or in part, for the Grant Purpose of
assisting Organization with the acquisition of any equipment (which may include, but is not limited to, funding equipment for
Organization, assisting Organization with purchasing equipment,or the in-kind grant of equipment to Organization)(in any case, the
"Grant Equipment"),the provisions of this Section (d)shall apply to such Grant. If at any time Organization ceases to use any Grant
Equipment for the Grant Purpose or is otherwise in breach of this Agreement or any Statement of Terms, then, in addition to such
other remedies as may be available to Charities under this Agreement, at law or in equity, Charities may require Organization to
immediately transfer ownership of the Grant Equipment (the "Transfer Option") to Charities or an organization designated by
Charities (in either case, the "Transferee") at no cost to Charities or the Transferee. After exercise of the Transfer Option,
Organization will cooperate with Charities and any other Transferee with respect to the transfer of such Grant Equipment to the
Transferee. Organization shall be responsible for any costs and expenses associated with or arising from Organization's violation of
this Agreement, a failure to cooperate with Charities or any other Transferee in exercising the Transfer Option, and any other costs
incurred by its own volition.
00 Services. If the Grant includes one or more services("Services"),the receipt of such Services will
be included in the defined term "Grant Funds"as used in this Agreement and relevant Statement of Terms. Services provided under
any Statement of Terms may be provided directly by Charities or indirectly through a subsidiary,contractor, representative or agent
of Charities. In addition to any terms and conditions imposed by the Statement of Terms, Organization will participate in any
program, technical assistance,training or other Services within the guidelines, procedures and timelines defined by Charities or its
authorized representative. Ongoing or periodic receipt of the Services will be contingent upon Organization's compliance with all
terms, conditions and reporting requirements in this Agreement and Statement of Terms, as determined by Charities in its sole and
absolute discretion.
(e) In addition to the publicity requirements set forth in the Agreement, in the case of funding for or towards
Grant Equipment, capital improvements, purchases or builds, Organization agrees Charities may require naming or affixing some
object of recognition of Charities or donors to Charities to rooms, equipment, and/or permanent fixtures; creating a donor wall; etc.
Organization further agrees; that if specified in a Statement of Terms, Charities may require naming the building in which
Organization operates. Unless otherwise agreed to by the Parties, such recognition shall remain in place in perpetuity or until
removal is requested by Charities.
(f) Reporting. In addition to any reporting obligations set forth in any Statement of Terms, Charities may
request at any time during the Grant Period, and for two (2) years thereafter, (i) that Organization produce (1) a written report
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detailing the Grant Funds expenditures and documentation as may be required by Charities; (2) a written report detailing
Organization's performance to date related to the Grant Purpose;and(3)any other report or response to evaluation questions or an
assessment questionnaire as may reasonably be requested; and (ii) certain financial reports which may include, but shall not be
limited to audited and/or unaudited financial statements, and any forms or filings that are required by the Code or any government
agency. Organization will submit such written report to Charities no later than fifteen (15)business days after the date of Charities'
written request. Organization may also be required, if requested by Charities or as otherwise specified in any Statement of Terms,to
participate in periodic telephone or in-person conferences with Charities or its designee (which shall also be considered a "report"
under this Agreement). Charities may withhold any Grant Funds for such period as it determines may be reasonable to request and
review any report provided for in this Agreement or applicable Statement of Terms, regardless of the form of such report. Any
report provided for in this Agreement or any applicable Statement of Terms shall be provided by Organization in a form and format
specified by Charities.
Sponsorship.
(a) Sponsorship Terms. From time to time following execution of this Agreement,Charities may award a
sponsorship to Organization for a specific limited purpose(such as an event or conference)(each,a"Sponsorship")on the terms
and conditions set forth in this Agreement and as further specified in the Statement of Terms. With respect to each
Sponsorship, at a minimum the Statement of Terms will include (i) the amount of cash or in-kind goods or services to be
awarded to Organization (the "Sponsored Amount"); (ii) a description of the in-kind goods or services to be awarded; (iii) the
distribution schedule for the Sponsored Amount; (iv)the name and dates) for the applicable Sponsorship event or conference
(the"Sponsored Event");and(v)any benefits to be provided by Organization to Charities for the Sponsorship.
(b) Use of Sponsored Amount. Organization will expend the entire Sponsorship Amount granted for the
Sponsored Event within one(1)year of receipt. in the event that Organization cannot use the Sponsored Amount for the Sponsored
Event within one(1)year of receipt,Organization must notify Charities immediately.
(c) Benefits Provided by Organization. Organization shall provide to Charities any benefits that Organization
ordinarily provides to sponsors at the Sponsored Amount sponsorship level including, but not limited to, such benefits as are
described in the Statement of Terms and/or indicated in any Organization sponsorship solicitation materials, whether or not
attached hereto or thereto.
Adoption.
(a) Adoption terms. From time to time following execution of this Agreement, the Parties may agree for
Organization to participate in Charities' adoption program (the "Adoption Program") at one or more locations specified by
Charities(the"Adoption Center") to help find homes for Animals on the terms and conditions set forth in this Agreement and as
further specified in the Statement of Terms.
(b) Adoption Center. Charities will be responsible for any construction of and necessary maintenance to the
physical facility and fixtures (such as HVAC, appliances, plumbing and electrical system) of the Adoption Center, and for paying all
utility and related costs. Organization shall not pay any rent for use of the Adoption Center.Organization shall commence using the
Adoption Center(s) on the date designated in the Statement of Terms or as otherwise agreed upon by the Parties. Organization
acknowledges and agrees that the availability of the Adoption Center may be subject to certain administrative, regulatory, and/or
contractual requirements, which may delay or prevent Charities from obtaining the location. In the event that the Adoption Center
does not become available or becomes available with modifications or restrictions that Charities determines to be undesirable,
Charities may immediately terminate this Agreement or applicable Statement of Terms with no further obligation.
(c) Adoption Policies.Charities will provide policies, procedures and/or manuals, and may provide certain on-
site training and/or training materials to Organization related to the Adoption Center and Organization's presence in PetSmart stores
(collectively the "Adoption Policies"). Charities or PetSmart may modify the Adoption Policies in their sole and absolute discretion.
Organization,its employees and volunteers will comply with all such policies, procedures,and/or manuals at all times.
(d) Adoption Center Suoolies.Charities may provide, in its sole discretion,certain Products which may include
animal food and cat litter,supplies, or equipment that may be approved by Charities from time to time, in reasonable quantities for
the sole purpose of use for the benefit of pets available for adoption while they are present in the Adoption Center. No Organization
employee or volunteer will be permitted to remove any products, supplies, or equipment from the PetSmart store for use in the
Adoption Center or for any other reason.Organization will not charge Charities or PetSmart any adoption fees or other expenses.
(e) Damage to Adoption Center. Organization will be responsible for any damage to the Adoption Center or
related equipment caused by the Organization, its staff or volunteers. Organization will, at its sole expense, maintain the Adoption
Center in a clean, sanitary and orderly fashion and take preventative action to discourage the spread of communicable diseases
among Animals. Organization is responsible for ensuring that the Adoption Center is clean, fully sanitized and disinfected prior to
departure.
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(f) Conditions. None of Organization, its employees, volunteers or agents, may, directly or indirectly: (i)
during the term of any Statement of Terms, sell products and/or services competitive with those sold by PetSmart (such as
grooming, pet training and veterinary services) or conduct fundraising activities while in the Adoption Center or on PetSmart
premises; (ii) during the term of any Statement of Terms, interfere in any way with the conduct of the business of PetSmart,
Charities or any customer,tenant or occupant of the PetSmart store or shopping center at any time;(iii) during or after the term of
any Statement of Terms, directly solicit donations from PetSmart customers while they are present at the Adoption Center or on
PetSmart premises; provided, however, that Organization is welcome to collect donations from the public while Organization is
onsite performing adoptions at the Adoption Center if Organization provides its own donation collection canister located where
adoptions are being performed;(iv) during or after the term of any Statement of Terms,disparage(1) PetSmart, Charities, eanfield
Pet Hospital, or any customer,tenant or occupant of the PetSmart store or shopping center; (2) any PetSmart or Charities product,
service, employee, representative, volunteer or agent; or (3) the activities or reputations of any other organization participating in
the Adoption Program. Organization acknowledges and agrees that, in addition to Organization, one or more animal adoption
agencies may operate in the PetSmart store or Adoption Center.
(g) Animal Care and Transport.
(i) Organization shall be fully responsible for populating the Adoption Center with Organization's
Animals and for properly caring for such Animals at all times, including daily feeding and clean-up unless other arrangements or
schedule has been made with PetSmart for coverage of these tasks. Organization shall retain ownership of each Animal that
occupies the Adoption Center until the adoption process for such Animal is complete.
(ii) Organization must maintain control of its Animals in the Adoption Center at all times. Animals
that are outside the Adoption Center for any reason must be transferred either in a crate or on a lead with one handler to each
Animal. Display of Animals outside of the Adoption Center may be permitted under certain circumstances with prior consent from
PetSmart or Charities.in such case,all Animals shall be confined either in a crate or an exercise pen or on a lead with one handler to
each Animal.
(Ili) Prior to being transported to the Adoption Center or the PetSmart store, a health and behavior
assessment must be conducted on all Animals; all Animals must be deemed safe for interaction, healthy, spayed or neutered and
adoptable;all Animals must be provided age-appropriate vaccinations in accordance with the Adoption Policies and applicable law;
and Organization shall ensure that all Animals are in compliance with any applicable laws. Organization will offer only healthy,safe
and spayed/neutered Animals for adoption in the Adoption Center or designated adoption areas. Animals showing or previously
having shown any signs of aggression are strictly prohibited from the Adoption Center and PetSmart premises. Organization will
isolate Animals at the first sign of illness or aggression and remove such Animals immediately from the Adoption Center and
PetSmart store. Animals showing signs of aggression may not be brought back to the Adoption Center or PetSmart store for future
placement.
(iv) Unless otherwise specified in the Adoption Policies, vaccinating, providing veterinary services or
dispensing any medication to Animals in the Adoption Center or on PetSmart premises is strictly prohibited. At all times while an
Animal is in the Adoption Center, Organization must comply with all licensing, registration and identification laws and requirements
applicable to each such Animal.Organization shall also provide all relevant information to the adopting party necessary for licensing
and registration at the time the Animal is adopted. Organization will maintain all necessary records for such license and registration,
as well as any other records related to any Animal or operation of the Adoption Center that may be required by applicable law.
Organization will provide copies of such records to Charities or PetSmart upon request.
(v) Charities or its designee may require Organization to immediately remove any Animal from the
Adoption Center as may be required in Charities'sole discretion as may be reasonably necessary to comply with Adoption Policies,
operate the Adoption Program, ensure the safety or well being of any Animal or person, or comply with any applicable law.
Organization hereby authorizes Charities and its designees to take any action with respect to any Animal reasonably necessary or
desirable to operate the Adoption Program,ensure the safety or well being of any Animal,or comply with any applicable law.
(h) Adoption Process.
(i) Subject to this Agreement, the Adoption Policies, and applicable law, Organization will use its
own adoption policies and procedures when offering Animals for adoption at the Adoption Center, and Organization will make the
final decision in the adoption of an Animal. If an adoption is denied, Organization will explain to the denied adopting party why it
was denied and offer alternatives.
(ii) Organization shall not discriminate against any individual in any way, and shall avoid the
perception of discrimination during the adoption process and with respect to adoption fees, ensuring equal opportunity and fair
treatment to all potential adopting parties.
(Ili) In addition to any adoption-related document required by Organization, Organization will
require,for each adoption,an adoption release form signed by the adopting party or other documents as may be required from time
to time by Charities. Organization shall maintain all adoption applications and related information as private and confidential;
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provided. however, that Charities may require,and Organization agrees to provide, access to such information and all other records
related to an Animal, adopter, or adoption process, in the event an adopting party or PetSmart customer raises an issue concerning
such adoption, and as may otherwise be necessary or appropriate in conjunction with threatened or actual legal proceedings or
regulatory investigations or inspections.
W Additional Adoption Terms for Everyday Adoption Centers. In addition to the Adoption Program terms set
forth in this Agreement,the following shall be applicable if Organization participates in the Everyday Adoption Center Program.
(i) All Animals, prior to being transported to the Adoption Center, must be given an examination
and preliminary health assessment by a licensed veterinarian to ensure each is healthy,spayed or neutered, and adoptable;and all
Animals must be deemed behaviorally safe for adoption and public interaction by an individual trained or certified in an industry
accepted behavior assessment protocol, or another protocol if specifically approved by Charities in writing and in advance, and in
Charities'sole discretion.
(ii) Organization will provide at least one (1) vehicle to be used to transport Animals between
Organization's facilities and the Everyday Adoption Center.Organization will be responsible for all costs relating to transportation of
the Animals, including any automobile insurance as described in this Agreement. Animals shall be transported between
Organization's facility and the Everyday Adoption Center with a frequency and on a schedule as is required to ensure that at all
times, the Adoption Center is populated with Animals for adoption at a level specified in the Adoption Policies or as otherwise
specified by Charities, provided however, that Organization shall comply with all applicable laws and Adoption Policies related to
containing Animals in the Adoption Center.
(iii) Organization is expected to complete a minimum number of adoptions from the Everyday
Adoption Center as may be determined by Charities from time to time or as specified in the Adoption Policies.
(iv) Organization will ensure that the Everyday Adoption Center is appropriately staffed during hours
determined by PetSmart and Charities, and will ensure that its employees and volunteers are available to assist the public during
PetSmart store hours. In the event that the PetSmart store is closed to the public for any reason, Organization shall staff the
Everyday Adoption Center for enough time to ensure appropriate care for all Animals in the Everyday Adoption Center.Organization
will be solely responsible for hiring employees and volunteers to staff the Everyday Adoption Center. In no event shall Organization
have fewer than two(2)employees or one(1) employee and one(1)volunteer(i.e., at least two(2)people at all times)staffing the
Everyday Adoption Center during PetSmart store hours. The Parties and PetSmart must mutually agree in writing at least twenty-
four(24)hours in advance of any changes to the schedule.
(v) Reserved.
(vi) ]nsurance Organization is a self-insured entity.
(j) Charities may elect to provide certain "adoption rewards" related to the Adoption Program in accordance
with Charities then-current Adoption Rewards Program, if any, which may be modified or discontinued by Charities in its sole
discretion. Organization agrees to use any such reward for the purpose of furthering an adoption program designed to find homes
for homeless pets,and such reward shall be subject to the Grant Terms and Conditions herein.
(k) Organization Employees and/or Volunteers.
(i) Organization employees must be at least 18 years old.Organization volunteers must be at least
14 years old and properly supervised by the Organization. Volunteers under the age of 18 must be accompanied by and supervised
by an adult at all times. Organization and all Organization employees and volunteers must maintain a clean, neat and professional
appearance at all times,and conduct themselves in a professional and courteous manner.
(ii) No family members or personal pets of an Organization employee or volunteer may be present
at the Adoption Center during such employee's or volunteer's shift, except family members who are also formally volunteering with
the Organization for the specific event or shift.
(iii) Organization shall cause each employee and volunteer working on behalf of Organization in
conjunction with the Adoption Program to sign an agreement with Organization requiring compliance with this Agreement, and
waiving any and all claims and liability against Charities and PetSmart related to the Adoption Program.
(iv) If mutually agreed upon in writing by Organization, Charities, and PetSmart, Charities may,
through its relationship with PetSmart, facilitate use of PetSmart employees to support the Adoption Center, which may include
conducting adoptions, providing care for Animals, and maintaining the facilities. in such event, Organization hereby authorizes
Charities and PetSmart to carry out those activities specified in this Agreement and the Adoption Policies,to the extent necessary to
provide such services. Organization agrees to provide all reasonably necessary training on Organization's practices necessary to
conduct adoptions, including without limitation, Organization's adoption standards and fees. If requested by Organization,
Organization will provide access to its shelter management system or other information system, and any licenses required for such
use.
(v) In the event Charities or PetSmart has any objection to any Organization employee or volunteer,
Charities or PetSmart shall have the right to require Organization to commence appropriate procedures to remedy the basis of any
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such objection. Upon reasonable request, PetSmart or Charities, in its sole discretion, may require the removal of the employee or
volunteer from the Adoption Center.
(vi) Organization agrees not to solicit Charities' or PetSmart's employees, former employees,
representatives, former representatives or volunteers during the term of this Agreement and for one (1) year after the date of
termination thereof. Notwithstanding the foregoing,it shall not be deemed a violation of this provision for Organization, Charities or
PetSmart to hire an employee of the other Party who responds to a general advertisement regarding employment opportunities.
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MASTER SUPPORT AGREEMENT—EXHIBIT A
INITIAL STATEMENT OF TERMS
Genera!Terms
Indicate Type of Program(s) Grant_ Sponsorship_ Adoption_X_
Start Date:Upon date of full execution of Master Support Agreement
Term End Date: 3 years from full execution date
Parties and Contact information
Organization City of Fort Worth Charities PetSmart Charities, Inc.
Address 1000 Throckmorton Street Address 19601 North 27` Avenue
Fort Worth,TX 76102 Phoenix,AZ 85027
Principal Y jeeksan I F-CrrDmo Cr-6ha- Principal
Contact Assistant City Manager Contact Kelly Balthazor
817-392-
Tel. 68W(Qt22 Fax I Tel. 623-587-2837 Fax 623-580-6519
Grants
Amount of Grant Funds—Cash $
Amount of Grant Funds-In-Kind (Fair Market
Value) $ FMV
Total Amount of Grant Funds (cash and/or in-
kind) $
Description of in-kind goods or services
provided (including equipment, services, etc.)
to Organization (if any)
Distribution Schedule of Grant Funds
Grant Purpose
Grant Period
Start: End:
Sponsorships
Amount of Cash Grant Funds $
Amount of In-Kind Grant Funds (Fair Market
Value) $ (FMV)
Total Amount of Grant Funds (cash and/or
in-kind) $
Distribution Schedule of Sponsored Amount
Name and Date of Event or Conference
Benefits Provided by Organization(if any)
Adoption
PetSmart Store#l187—4800 SW Loop 820, Fort Worth,TX 76109
Location (address and/or PetSmart store PetSmart Store H2065—2900 Heritage Trace Parkway, Fort Worth,TX 76177
number) Other store locations as may be approved by PetSmart Charities
Is the Adoption Center an "Everyday
Adoption Center"? Yes X No_
Start Date
Upon date of full execution of Master Support Agreement
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C
Licenses
Charities' License of Organization's Marks as
Identified Below Yes_ No_
Organization's License of Charities' Marks as
Identified Below Yes_ No_
License Purpose and Duration (if different
from the Term)
identification of Marks
organization's Marks
(a)
(b)
Charities'Marks
(a)PetSmart Charities'"
(b)
9 pETs)AaRr
a k rft es
Other Requirements
Adoptions: As required per in-store Adoption Manual
Reporting Requirements EAC: As required per Everyday Adoption Center Manual
Additional Requirements(if any)
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