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HomeMy WebLinkAboutContract 60792DocuSign Envelope ID: F248BOE8-BA85-4DE8-928B-32196D6EB925 CSC No. 60792 PETSMART Charities Grant Agreement This Grant Agreement (this "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"). Grant Purpose and Terms: "Grant Funds" "Grant Purpose" Distribution Schedule of Grant Funds "Grant Period" "Grant Conditions" "Impact Report(s)" "Grant Acknowledgement" $50,000.00 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 but not limited to veterinary care, staffing, sheltering, supplies, marketing and technology. A minimum of 20,000 total pets to be impacted during the Grant Period. Single payment Upon execution through 0l/18/2025 If Grantee 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 Period. 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. Grantee acknowledges that future operational funding for Grantee and its programs is not guaranteed beyond the date of the Grant Period. Storytelling Report 08/18/2024 Storytelling Report 02/18/2025 Interim Report 08/18/2024 Final Report 02/18/2025 For PetSmart Charities grants issued in amounts between $20,000 and $99,000, partners are required to leverage the following materials: • 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 PublicRelationsaDetsmartcharities.ortz 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.Detsmartcharities.ortz. • Should you require assistance or to confirm completion of these recognition requests, please email: Detsmartcharitiesmarketingna,Detsmartcharities.oriz 1 OFFICIAL RECORD PetSmart Charities, Inc.., Grant Agreement (v2021std) CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: F248BOE8-BA85-4DE8-928B-32196D6EB925 Include the PetSmart Charities logo on any materials promoting the PetSmart Charities -funded event, initiative or program. All logo use must be approved by PetSmart Charities via email to Detsmartcharitiesmarketin2(c Detsmartcharities.or2 Share announcement news and impact stories about your grant on social media using the sample social posts provided as a guide in the link below and tag the appropriate PetSmart Charities channels so we can engage with your posts. All grantees are expected to share at least one (1) story and visual asset (photos/video) showing the impact of your grant with the marketing and PR teams at PetSmart Charities via email: petsmartcharitiesmarketin2(c Detsmartcharities.or2 Grantee is required to compete all of the above activities. Link to templated materials, including a press release, digital badge, door cling and social media templates: httDs://Detsmartcharities.ora/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 PublicRelationsa,-Detsmartcharities.org. For all Marketing approvals, including but not limited to signage, please e- mail PetSmartCharitiesMarketin2(&i)etsmartcharities.or2. Please allow 5-10 business days for approvals. Terms and Conditions: A. Use of Grant. 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 lobbying or political activities, or any 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 related to this Grant Agreement. If the Grant Funds include any in -kind product, Grantee may be required to execute Charities' Donated Goods Addendum. Grantee will immediately notify Charities if it is unable to comply with the terms of this Grant Agreement. B. Grantee's Representations and Warranties. Grantee represents to Charities, as of the date of this Grant Agreement 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 770l (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 for its lawful operation and fulfillment of Grantee's obligations under this Grant Agreement. 3. Grantee is in compliance (and will comply) with all applicable federal, state, local and tribal laws, regulations and other requirements. 4. Grantee is not on any United States 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. Audit. Grantee agrees to maintain adequate books, records, and other financial documents related to this Grant Agreement, 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 (2) years afterwards, Charities (or its designee) may audit or review PetSmart Charities, Inc.., Grant Agreement (v2021std) DocuSign Envelope ID: F248BOE8-BA85-4DE8-928B-32196D6EB925 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 (or its designee) with the requested records and will fully cooperate with Charities (or its designee). During any such audit or review, Charities may, in its sole discretion, withhold any Grant Funds pending the outcome of the audit or review. Grantee expressly grants permission to Charities or its designee to discuss with, or request documentation from, third parties about Grantee related to performance under this Grant 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. Non-Disnara2ement. 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, affiliates, owners, officers, managers, members, directors, or employees. This includes any statement intended, or that could be reasonably expected given its content or context, to harm or that would lead to unwanted or unfavorable publicity. E. 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. Charities and Grantee are each independent entities and each will be solely responsible for the acts and omissions of its respective officers, agents, employees, and representatives during and after the term of the Grant Agreement. The parties agree 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 the Grant Funds. F. Indemnification. Grantee shall defend, indemnify and hold harmless Charities and PetSmart LLC, including their respective affiliates, directors, officers, managers, members, employees, contractors, 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 Grantee's or any of its employees', contractors', agents', representatives', or volunteers': breach of this Grant Agreement; willful misconduct or negligent act(s) or omission(s); receipt or use of the Grant Funds, or any program or activity of Grantee related to this Grant Agreement; or violation of applicable law. Notwithstanding the foregoing, this provision shall not be applicable if Grantee is a governmental entity and as such, is prohibited by law from indemnification obligations. G. Eaual Onnortunity. Grantee agrees that it will not discriminate by reason of race, color, creed, religion, national origin, age, sexual orientation, disability, veteran status, gender, gender identity, marital status or any other legally protected status. H. License to Grantee. Grantee agrees that it will acknowledge Charities' support in any promotional materials, including websites and social media platforms, and provide any recognition and benefits at the same level provided to other organizations giving Grantee comparable levels of funding. Grantee must obtain prior written approval by Charities and will provide Charities at least ten (10) business days to review, for quality control purposes, the proposed use. If Charities permits Grantee use of its logo, such use is a limited, non-exclusive, revocable right to use. Grantee may not use Charities' logo for any purpose other than the use permitted by Charities, and Charities may immediately terminate use if it is determined by Charities to be unacceptable. Grantee will not use either Charities' name or logo in a negative light or critical manner. Any right given to Grantee for the use of Charities name or logo may not be transferred, assigned or sublicensed. I. License to Charities. Charities has the limited, non-exclusive, revocable right to publish, print, transmit, display or otherwise use Grantee's name and logo. Such use may be in electronic or digital format (including e-mail, social media platforms or websites) or in printed form. Charities will not use Grantee's name or logo in a negative light or critical manner. Charities' use of Grantee's name or logo will be limited to use in furtherance of Charities' mission. J. Governine Law; Venue; Attornevs' Fees. [INTENTIONALLY DELETED] PetSmart Charities, Inc.., Grant Agreement (v2021std) DocuSign Envelope ID: F248BOE8-BA85-4DE8-928B-32196D6EB925 K. Termination. 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; and require Grantee to provide a full refund to Charities of all previously provided Grant Funds not used in accordance with this Grant Agreement. L. Confidentiality. The parties agree that the terms of this Grant Agreement, except with respect to the Grant Funds, Grant Purpose, Grant Period, and any required Grant Acknowledgement, shall be confidential ("Confidential Information"). The parties agree that, unless otherwise set forth in this Grant Agreement, required by law, or pursuant to the written consent of the other, the parties shall not make each other's Confidential Information available in any form to any third party for any purpose, except to its own directors, managers, officers, employees, representatives, legal and financial advisors, accountants, subcontractors, and other agents (collectively "Representatives") having a "need to know" and who have agreed to be bound by confidentiality obligations no less restrictive than those under this Grant Agreement. Each receiving party agrees to take all reasonable steps required to ensure that Confidential Information is secure and not disclosed, shall be responsible for any breach of this Grant Agreement by any of its Representatives, and, at its sole expense, take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. The Grantee is a government entity under the laws of the State of Texas and all documents held or maintained by Grantee are subject to disclosure under the Texas Public Information Act. In the event there is a request for Confidential Information, the Grantee shall promptly notify Charities. It will be the responsibility of Charities to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the Grantee, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. A Miscellaneous. 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 (email is sufficient), the parties make minor modifications to the Grant Purpose, Grant Conditions, and Grant Period that do not materially alter its intended purpose. This Grant Agreement shall not be construed for or against any party based on which party drafted this Grant Agreement, and each party had the opportunity to review this Grant Agreement with their respective legal counsel to the party's satisfaction. This Agreement will not be effective until all information requested by Charities is provided by Grantee and this 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] PetSmart Charities, Inc.., Grant Agreement (v2021std) DocuSign Envelope ID: F248BOE8-BA85-4DE8-928B-32196D6EB925 TO EVIDENCE THEIR AGREEMENT, the parties have executed and delivered this Grant Agreement, effective as of the last date written below. "CHARITIES" PetSmart Charities, Inc. DocuSigned by: Signature: �ua�m rarrrwau... Name: Rory Adams Title: Sr Manager, Adoption initiatives Date: 1/19/2024 "GRANTEE" City of Fort Worth""�,✓�f/�",,.,�/( Signature: Valerie Washington (Jan 22, 202410:39 CST) Name: Valerie Washington Title: Assistant City Manager Date: January 22, 2024 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By. Name: Chris McAllister Title: Code Compliance Assistant Director Approved as to Form and Legality: Name: Samuel Angel Title: Assistant City Attorney Contract Authorization: M&C: N/A 1295: N/A PetSmart Charities, Inc.., Grant Agreement (v2021std) 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 reporting requirements. By: Name: Nia Odgers Title: Code Compliance Superintendent City Secretary: By: Name: Jannette Goodall Title: City Secretary 5 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX