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HomeMy WebLinkAboutContract 58400 CSC No. 58400 PETSMART a r it ies® 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"). Charities and the City shall each individually be referred to as a "Party"and collectively referred to as the"Parties." Grant Purpose and Terms: Grant Funds $100,000.00 Grant Purpose The Grant Funds in the amount of$100,000 over 12 months will be used to support activities related to transporting pets to locations where adoption demand exceeds pets available for adoption. Grant Funds to be used for transport preparation expenses to include but not limited to; staffing,medical expenses,travel/transport,technology,pet sheltering and supplies.A minimum of 2,000 pets to be transported during the Grant Period. The Grantee acknowledges that future funding for this program is not guaranteed beyond the Grant Period. Distribution Single payment Schedule of Grant OFFICIAL RECORD Funds CITY SECRETARY Grant Period Upon execution through 04/30/2023 FT. WORTH, TX 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. 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 the 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 at the conclusion of the Grant Period,any Grant Funds remain unspent for the Grant Purpose,the Grantee must contact Charities within 30 days after the end of the Grant Period for consideration of remaining funds or return any unused funds to PetSmart Charities. The Grantee acknowledges that future operational funding for the Organization and its programs is not guaranteed beyond the date of 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. Charities reserves the right to change the method and format of how reports are provided.Unless otherwise specified, submit all reports via SmartSimple. The interim grant report will become available one(1)day after the first payment date and is due by 12/31/2022. The final impact report will be available on 3/02/2023 and is due b i PetSmart Charities,Inc.,Grant Agreement(10190510sttrk) 5/31/2023. Impact Report templates are located at: https://petsmartcharifes.org/pro/resources/grant-applicants/sample-impact-reports . Impact reports will include: •Detailed use of Grant Funds and expenditures. •Number of cats and number of dogs transported with Grant Funds. •Description of any challenges to completing grant(if necessary). Organization will be required to submit two Storytelling Reports providing one or more stories of individuals and/or pets receiving the beneficial impact of this grant funding. Storytelling Reports are due no later than 12/31/2022,and 5/31/2023. Storytelling Reports will include: 1.Narrative description of impact story. 2.Photos of impact stories with appropriate photo releases when possible. 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://petsmartcharifes.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 For PetSmart Charities grants issued in the amount of$100,000 or more,Grantee is required Acknowledgement to complete the following activities leveraging the following materials: • Distribute all press releases bearing an approved quote from the president of PetSmart Charities announcing the recent grant and its purpose to local media outlets.Please e-mail PublicRelations(c,petsmartcharities.org for approval and post press releases on your website. • Add a PetSmart Charities digital badge to its donor page,linking back to www.petsmartcharities.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:petsmartcharitiesmarketing@petsmartcharities.org • Share news and stories about your grant on social media using the sample social posts provided as a guide and tag the appropriate PetSmart Charities channel so that we can engage with your posts. • Prominently display our partnership and support by including a PetSmart Charities logo, sign,or door cling within Grantee facilities. • Coordinate with PetSmart Charities to ensure a representative is invited/available to attend any small events, open houses,or check presentations planned at your facility. • Share stories and visual assets(photos/videos) showing the impact of your grant with the marketing and PR teams at PetSmart Charities via email:petsmartcharitiesmarketing@petsmartcharities.org Should you require assistance or to confirm completion of these recognition requirements, please email:petsmartcharitiesmarketing@,petsmartcharities.org A link to templated materials, including a press release, digital badge, door cling, and social media templates: <https://petsmartcharities.org/pro/resources/marketing-support 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 PublicRelations(i4petsmartcharities.org. For all Marketing approvals,including but not limited to signage,please e-mail petsmartcharitiesmarketing(a,petsmartcharities.org. Please allow 5-10 business days for approvals. 2 PetSmart Charities,Inc.,Grant Agreement(10190510sttrk) 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 reasonably 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 requirements,including all applicable federal, state, local, and tribal laws and regulations. 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 LLC or their respective activities,owners,officers,directors, or employees. This restriction includes any statement intended to cause harm or that could be reasonably expected, given its content or context, to cause harm or that would lead to unwanted or unfavorable publicity. E. Nothing in this Agreement is intended to create,or shall be construed to create,any type of partnership,joint venture, employment, franchise, or other similar relationship between the Parties. Charities and Grantee are 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 or material benefit in connection with tendering of Grant Funds. 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 3 PetSmart Charities,Inc.,Grant Agreement(10190510sttrk) 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 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. I. Charities has the limited, non-exclusive, revocable right to publish, print, transmit, display, or otherwise use Grantee's name and logo. Such use may be in electronic or digital format(including e-mail, social media platforms, or websites) or in printed form. Charities will not use Grantee's name or logo in a negative light or critical manner. Charities' use of Grantee's name or logo will be used only to support or further Charities' mission. J. If either Party brings an action to enforce its rights under this Agreement, the prevailing Party may recover its expenses incurred in connection with the action and any appeal from the losing Party. K. Either Party may terminate this Grant Agreement at any time,with or without cause, upon at least thirty(30) days' written notice of such termination to the other Party. Charities may immediately terminate this Grant Agreement upon written notice to Grantee if Charities determines,in its sole discretion,that Grantee: has breached any term of this Grant Agreement; is the subject of any legal, regulatory or media investigation or is engaged in any action or course that appears to be unprofessional,uncharitable,disreputable,or otherwise inappropriate; ceases to operate or materially and adversely changes its method of operation, is insolvent, or files for or is the subject of any type of receivership,bankruptcy, or similar proceeding; or has not complied with the requirements of any other agreement with Charities. Upon termination of this Grant Agreement for any reason, Grantee will return to Charities any unspent portion of the Grant Funds. If Charities terminates this Grant Agreement for cause, it may, in its sole and absolute discretion: withhold any pending or future payments of funds or provision of support; or revoke any payment of funds not used in accordance with this Grant Agreement and require that all previously provided funds will be returned. L. Confidentiality. 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. Charities understands and agrees that the Grantee is a governmental entity under the laws of the State 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 Charities' Confidential Information, the Grantee shall promptly notify Charities. It will be the responsibility of Charities to submit reasons objecting to disclosure. A 4 PetSmart Charities,Inc.,Grant Agreement(10190510sttrk) 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 may 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 it is understood that each Party had the opportunity to review this Grant Agreement with their respective legal counsel to each Party's satisfaction. This Grant Agreement will not be effective until all information requested by Charities is provided by Grantee and the Grant Agreement is fully executed. Charities and Grantee each represent that the individuals signing are duly authorized to execute this Grant Agreement. This Grant Agreement may be executed in one or more counterparts, each of which shall be deemed an enforceable original of this Grant Agreement,but all of which together shall constitute one and the same instrument.Facsimile and other electronic signatures shall be as effective and binding as original signatures. [SIGNATURE PAGE FOLLOWS] 5 PetSmart Charities,Inc.,Grant Agreement(10190510sttrk) TO EVIDENCE THEIR AGREEMENT,the parties have executed and delivered this Grant Agreement,all effective as of the last date written below. "CHARITIES" PetSmart Charities,Inc. Signature: Heidi Marston(Nov 3,2022 11:33 PDT) Name: Heidi Marston Title:_Sr.Manager,Adoption Initiatives Date: ACCEPTED AND AGREED: GRANTEE-CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person Vkh"wr,_ . responsible for the monitoring and administration By. ValefleWashington(Nov 8,2022 06:27 CST) of this contract,including ensuring all performance Name: Valerie Washington and reporting requirements. Title: Assistant City Manager Date: ,2022 4,� /� By: � APPROVAL RECOMMENDED: Name: Tony Hiller Title: Code Compliance Superintendent APPROVED AS TO FORM AND LEGALITY: By: Name: _Christopher McAllister Title: Assistant Director of Code OF EORt��dA By. ATTEST: v ���'.td Name: J.Joel Tovanche o*oo o*=d Title: Assistant City Attorney ppQ�b nEXASoap� lg,nKoff'—,s; CONTRACT AUTHORIZATION: By. Jannette S.Goodall(Nov 8,202210:14 CST) M&C• N/A Name: Jannette Goodall Form 1295 Certification No:N/A Title: City Secretary OFFICIAL RECORD CITY SECRETARY 6 FT. WORTH, TX PetSmart Charities,Inc.,Grant Agreement(10190510sttrk)