The Cat Network, Inc. Agreement • �� Z vi Z - � "� ���
PROFESSIONAL SERVICES AGREEMENT .
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND
THE CAT NETWORK, INC.
TO PROVIDE
LOW COST SPAY AND NEUTER SERVICES, '
This Professional Services Agreement y ("Agreement") is entered into this 9th day of` _April, 2012
(Effective ,Date),. between the. CITY OF MIAMI -BEACH, FLORIDA, a- municipal organized
and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center
Drive, Miami Beach, Florida, 33139 ( "City "), and THE CAT NETWORK, INC., a Florida not- for - profit
corporation whose address is 3301 Ponce deLeon Blvd.,Ste `210, Coral Gables; FL, 33134 ( "Contractor ").
- SECTION 1
DEFINITIONS
Agreement - , This Agreement between the City and Contractor, including any exhibits and. '
amendments thereto.
;City Manager: The chief administrative officer of the City.
Contractor: For the 'purposes of this Agreement, Contractor. shall be deemed to be an'
independent contractor, and not'an agent or employee of thetity.
Grant: The, PetSmart Charities Grant and Grant Statement received by the City to provide .r.
spay and neuter services to cats, and attached hereto as Exhibit 1, as well as any
.., and _all future grants and/or grant statements.. that is /are executed between the City
and Petsmart Charities for the purpose of funding`the work and services delineated
in this Agreement.
Services: All services, work and actions by the Contractor performed or undertaken pursuant
to -the Agreement.
F "ee: Amount paid to the Contractor as compensation for'Services.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third
Floor, Miami Beach, Florida 33139: telephone number.(305) 673 =7000, Ext. 6435:
v . and fax number (305),673- 7023.
SECTION 2
SCOPE OF SERVICES (SERVICES)
2.1 In consideration of the 'Fee to be paid to Contractor by the City, Contractor shall provide -the work,
and services "described in this Section 2 (and as more specifically described in subsection 2.2 below)
throughout the Term of this Agreement:
2.2 During the Term (as hereafter defined), the Contractor will perform the following work and
services:- -
a... Identify and secure .veterinarians'to provide_ -low. cost spay and neuter services (maximum cost of
$45) to cats in the City of Miami Beach
b: Provide 1,000 spays or neuters for cats in - Miami Beach in Year 1 of the Agreement;' Provide
1,000 spays' - or neuters for cats in Miami Beach in Year 2 of the Agreement.
1.. All stray /feral cats receiving spay and neuter services shall also have,their ears "tipped"
All stray /feral cats receiving spay and neuter services shall also have their ears "tipped"
ii. All cats willbe_tattooed..
c. Schedule, in coordination with' the City, at least twenty (20) spay and. neuter events in the City of
Miami Beach in each year of -the term using the Contractor's Spay and Neuter Mobile Unit
L Work�with the City to - identify location Spay /Neuter'Mobile Unit
ii. Work with the City to identify storage' needs
`d.. Coordinate volunteer efforts for trapping, cats for purposes of spaying and neutering
i. Develop a training program for volunteers
H. Coordinate volunteer efforts for each spay and neuter'e'vent -
e. Provide, as available, traps to be used by volunteers ,
f. ,,Secure; through other grants, donations or. other funding sources, additional medications
necessary for the spay and neuter events as well as to address common-feral cat illnesses
` g. Promote,,in coordination with the City, the spay and neuter events in the Cityof Miami Beach,
including promotion of the spay and neuter'events on the Contractor's Website
h. Maintain documentation .(including receipts and consents) on all, spay ' and neuter services
provided, to cats in the City of Miami Beach.pursuant to this Agreement.
i. Provide monthly reports to the City on the number of spays and neuters performed on cats.in'the
City of Miami Beach in the prior month, and since Grant inception, 'as well as any and all other
documents ,and reports as (i) the City may require; and (ii) as the City is'' regaired to provide under
the Grant O.e. Any reports and submittals that. pertain to the Services and that.the City is required
to provide: PetSmart Charities under the Grant, shall be provided by Contractor, and Contractor
shall be solely responsible for providing such reports and submittals to the City so that the City
may first review the information and forward it to- PetSmart Charities within the appropriate
submittal time required under the Grant.. Provide any additional reports as may be necessary for
the City to meet its reporting obligations under, the Grant, within three (3) business days prior to
the City's deadline for submission to PetSmart Charities under the Grant.
2.3" Contractor's Services and any deliverables incident thereto, shall .,be completed in accordance
with, the approved timeline and /or schedule; which shall be provided by Contractor to the City for review
and approval within ten (1 days of the Effective of this Agreement, and which will be incorporated
as Exhibit 2 hereto.
SECTION
TERM
The term of this Agreement (Term) shall commence upon execution`of this Agreement by all parties
hereto, as referenced in the Effective Date of page 1 hereof, and shall have a term of two (2) years from
such effective date. ` Notwithstanding the Term provided herein,. Contractor shall adhere to any specific
timelines, schedules, dates, and /or performance milestones for. completion and delivery of the Services;
as same is/are set forth in the timeline and /or schedule referenced in'Exhibit 2.
SECTION 4
FEE
4:1' In consideration of the Services to be provided during the Term. Contractor shall be compensated
a total of $80,000, as follows:
4.1.1. Contractor -shall be paid on a reimbursement basis.,'
4.1.2. Contractor shall be reimbursed $40 for each spay or neuter performed on a cat from Miami
Beach pursuant to a spay /neuter event in the City of Miami Beach; or for each spay /neuter- of a
cat from Miami Beach performed by a 'participating veterinarian; as such spay /neuter service fora
cat from Miami Beach may, be coordinated by the Contractor:
4.1.3 Contractor shall be reimbursed a maximum of $40,000 in each year of the Agreement.'
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4.2 The Contractor will utilize the Fee only for the Grant purpose. No part of the Fee will be used for -
lobbying or political activities. In the event•that the cannot use the Fee for the Grant purpose,
or within, the Term, the Contractor must notify the City immediately:
4.3 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within thirty (30) days for, ,
that portion (or those portions) of the .Services satisfactorily rendered (and referenced in the particular
invoice).
Invoices shall include a detailed description of the Services, or portion thereof, performed, including, but
not limited to: the date the service was provided; the location of where the service was provided; the
number of cats (by gender) that received services; the types of services provided (e.g. spay, neuter,
hookworm medication administered, etc.); and the cost of the services to be reimbursed The invoice
° shall be submitted to the City at the following address:.
Lynn W. Bernstein
Community Outreach`Coordinator
City of Miami Beach
1700 Convention Center Drive
Miami Beach, ,FL' 33139
(786) 394 74607 (fax)
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the. Contractorshall fail to fulfill in a timely manner, or otherwise violates, any of the covenants,
agreements; or stipulations material to this Agreement, the City, through its City Manager, shall
thereupon have.the right.to terminate this Agreement for cause. Prior to exercising its option to
terminate for cause, the City shall notify the Contractor of its violation of'the particular term(s)`of
this Agreement, and shall grant Contractor ten (10) days to cure such default. If such default
remains uncured after ten.(10) days, the City may terminate this Agreement without further notice
to Contractor. Upon termination, the City shall be fully- discharged from any. and ,all liabilities,
duties; and terms arising out of, or by virtue of, this Agreement:
Notwithstanding the above the Contractor shall not be relieved of liability -to the City for damages
sustained by the City by any breach of the Agreement by the Contractor. The City, at its sole
option and discretion, shall be entitled to bring any and all legal /equitable actions that it deems to
be in its best interest in order to enforce the City's right and remedies against Contractor. The
City shall be entitled to recover all costs of such actions, including reasonable attorneys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND
WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY
GIVING NOTICE TO CONTRACTOR OF SUCH TERMINATION; WHICH SHALL
BECOME EFFECTIVE WITHIN ' THIRTY.. (30) DAYS FOLLOWING RECEIPT BY THE
CONTRACTOR OF SUCH NOTICE. IF THE 'AGREEMENT IS TERMINATED. FOR
CONVENIENCE BY THE CITY, CONTRACTOR SHALL BE PAID L ANY SERVICES
SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING
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WHICH -THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES,
AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Contractor is placed .
either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors.
In such event, the right and obligations for the parties shall be the same as provided for in
Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1- INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees,'
agents, and contractors, from and against any and all. actions (whether at law or in equity), claims,
liabilities, losses, .and expenses, including, but not limited to, attorneys' fees and costs, for personal
economic or bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged
to have arisen from the negligent acts, errors,, omissions or other wrongful conduct of the Contractor, its
officers, employees, agents, contractors, or any other person or entity acting under- Consultant's control
or supervision, in connection with, related to, or as a result of the Contractor's performance of the
Services pursuant to this Agreement. To that, extent, the Consultant shall pay, all such claims and losses
and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims
and losses, and shall pay all costs and attorneys' fees expended ' by the City in the defense of such
claims and losses, including appeals.
The parties agree that one percent (1 %) of the total compensation to Contractor for performance of the
services under this Agreement is the specific consideration from the City to the Consultant for the
Contractor's indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall
survive termination or expiration of this Agreement.
6:2 INSURANCE REQUIREMENTS
The Contractor shall maintain and carry in full force during the Term, the following insurance:
1. Contractor General Liability, in the amount of $1,000,000 naming the City of Miami Beach as
additional insured;
2. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes.
The insurance must be furnished by insurance companies authorized to do business in the State of
Florida. All insurance policies must be issued by companies rated no less than "B + "'as to management
and not less than "Class VI" as to strength - .by the latest edition of Best's Insurance Guide, published by
A.M. Best.Company, Oldwick, New Jersey, or its equivalent.
All of Contractor's certificates shall contain endorsements providing that written notice shall be given to
the.City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy.
Original certificates of insurance must be submitted to the City's Risk Manager for approval (prior to any
work and /or services commencing) and will be kepf on file in the Office of the Risk Manager. The City
shall have the right to obtain from the Contractor specimen copies of the insurance policies in the event
that submitted certificates of insurance are inadequate to ascertain compliance with required coverage.
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The Contractor is also solely responsible for obtaining and submitting all insurance certificates for any
sub- consultants.
Compliance with the foregoing requirements shall not relieve the Contractor of the liabilities and
obligations under this Section or under any other portion of this Agreement.
The Contractor shall not commence any work and or services pursuant to this Agreement until all
insurance required under this Section has been obtained and such insurance has been approved by the
City's Risk Manager.
SECTION 7
LITIGATION JURISDICTION/VENUE /JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement
shall be enforceable in Miami -Dade County, Florida, and if legal action is necessary by either party with
respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the
enforcement of same shall lie in Miami -Dade County, Florida. By entering into this Agreement,
Contractor and the City expressly waive any rights either party may have to a trial by jury of any civil
litigation related to or arising out of this Agreement.
SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's
liability for any cause of action, for money damages due to an alleged breach by the City of this
Agreement, so that its liability for any such _breach never exceeds the sum of $10,000. Consultant
hereby expresses its willingness to enter into this Agreement with Contractor's recovery from the City
for any damage action for breach of contract to be limited to a maximum amount of $10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor hereby
agrees that the City shall not be liable to the Contractor for damages in an amount in excess of $10,000
for any action or claim for breach of contract arising out of the performance or non - performance of any
obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver
of the limitation. placed upon the City's liability, as set forth in Section 768.28, Florida Statutes.
SECTION 9
PUBLICITY
9.1 The Contractor hereby grants PetSmart Charities the right, in connection with the Grant, to
publish, print, transmit, display or otherwise use the Contractor's name, logo, and photographs, or any
other representation of the Contractor 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 the Contractor. The Contractor 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 PetSmart Charities granted in the Grant, without -any
compensation of any kind to the Contractor or such third parties. The Contractor agrees that PetSmart
Charities may require the Contractor to recognize PetSmart Charities and /or certain donors to PetSmart
Charities (including, without limitation, naming or affixing some object of recognition). Unless otherwise
agreed . to by the parties, such recognition shall remain in place in perpetuity or until removal is requested
by PetSmart Charities.
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9.2 If the Contractor desires to publicize :any. information relating to this Agreement or, otherwise
disclose .the terms of this Agreement, the Contractor must first contact' the City and, obtain advanced
written. permission. Notwithstanding _'the above, this Agreement is subject to , disclosure, inspection, or
copying pursuant to Florida . Public Records . law (including, w/o limitation, Chapter 119, . Florida Statutes)
� :and /or a legally binding order from a court or administrative body vested with jurisdiction over the subject
matter. All media materials (e.g., press releases, annual reports, newsletters, invitations, etc.) that include
any reference .to the Agreement and /or Grant (including, but not limited to, information relating to the
Agreement fees, Grant Grant Purpose or PetSmart,Charities) must be reviewed and approved by
the City in. advance, and may not be made publicly available until such time as the City provides written
' consent to the Contractor to do so and then only in accordance: with`the City's written consent.
9.3 The Contractor shall obtain the prior written consent from the City prior to granting;to.any entity or
individual any publicity or sponsorship rights in connection with the Contractor's:activities that in any way
relate to this Agreement or the Grant.
SECTION 10
GENERAL PROVISIONS
`"10.1 AUDIT AND.INSPECTIONS
' Upon reasonable verbal or written notice to Contractor, and at any time during normal business hours
(i.e. 9AM - 5PM, Monday through Fridays, excluding nationally recognized_ holidays), and as often as
the. City Manger may, in his /her reasonable- discretion and judgment, deem necessary, there shall be
made available to the City Manager, and /or such representatives as the City Manager may deem to act,
on the City's _behalf, to audit, examine, and/ or inspect, any and all other documents and /or records
relating to all matters covered by this Agreement. Contractor shall maintain any and all such records at
-its place of business atthe address set forth in the "Notices" section of this Agreement.
10:2 CONTRACTOR'S OBLIGATIONS WITH RESPECT TO THE GRANT
Pursuant to the Grant, the City has certain Audit and` Reporting requirements that it must comply with in
order to receive, and continue to be able to access,` the Grant Funds that are being provided by
PetSmart Charities; and which constitute the sole source of funding (i.e: as referenced in the Fee
hereto) for the services under the Agreement.
Accordingly, the City shall require that Contractor, on. behalf of the City.of Miami Beach, comply with the
Audit and Reporting Requirements, required for the City under the Grant (since th_e City was the only
party eligible to apply for the Grant). Such requirements shall include the following:
1. Section 6 of the Grant, entitled "Reporting;"
2. Section 7 of the Grant, entitled "Audit; "and
3. The section entitled "Reporting Obligations:"
It shall' be Contractor's sole obligation to familiarize itself with the above Grant requirements and to
comply with same on behalf of the 'City,, which shall include providing the City, for. its review prior to
submitting PetSmart Chai ities, with any and all- reports required pursuant to the above, as follows:
For, reports required under Section 6 of the Grant, where'such Section requires that the written reports)
requested from PetSmart Charities thereunder be submitted, by the City to PetSmart no later than five
(5) business days after the date of PetSmart Charities' written request, the City will require ,Contractor
to provide the City with any and all such written report(s) at'least two (2), days before the report is due
(by the. City to PetSmart Charities). In other 'words, for reports due under Section 6 of the Grant,
- Contractor shall provide the City with the report within three (3) business days following the written
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request to the City from PetSmart Charities so that the City may review and forward the report within
the five (5) day time period allotted for submittal by the City: to PetSmart under the Grant.
FAILURE OF CONTRACTOR TO COMPLY WITH- ANY AUDIT` AND /OR REPORTING
REQUIREMENTS, AS REQUIRED OF THE CITY UNDER THE GRANT, SHALL ENTITLE THE CITY
TO IMMEDIATELY TERMINATE THIS AGREEMENT, FOR CAUSE, FOLLOWING WHICH THE CITY
.SHALL, 'HAVE NO FURTHER LIABILITY OR OBLIGATION TO CONTRACTOR UNDER THIS .
AGREEMENT (INCLUDING AS TO PAYMENT OF` ANY , DUE TO CONTRACTOR
HEREUNDER). IN ADDITION, IF PETSMART CHARITIES REQUIRES THAT ALL OR. ANY
PORTION OF THE GRANT FUNDS BE RETURNED TO IT AS A RESULT OF THE CITY'S FAILURE
TO TIMELY COMPLY WITH ANY AUDIT OR REPORTING REQUIREMENTS UNDER THE - GRANT
AND SUCH FAILURE IS AS A RESULT OF CONTRACTOR'S FAILURE TO TIMELY COMPLY WITH
THE PROVISIONS OF THIS SECTION, THEN THE CITY SHALL HOLD CONTRACTOR DIRECTLY
RESPONSIBLE FOR RE- PAYMENT OF SUCH FUNDS TO THE CITY, AND MAY PURSUE ANY
LEGAL REMEDIES. AGAINST 'CONTRACTOR. TO RECOVER SUCH SUMS. IN ADDITION TO- -
RECOVERY ANY SUMS FROM CONTRACTOR, (AS A RESULT OF GRANT FUNDS THAT THE,
CITY IS .OBLIGATED TO PAY OR RE -PAY T0, PETSMART DUE "TO .CONTRACTOR'S NOW
. COMPLIANCE WITH ALL OR ANY PORTION OF . THIS SECTION, THE CITY SHALL ALSO BE
ENTITLED TO RECOVER ITS . REASONABLE -ATTORNEY'S FEES' AND COSTS FROM
CONTRACTOR)
16.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Contractor shall not subcontract,' assign, or transfer.'all or any portion of any work and /or service under'
this Agreement.without the prior written consent of the City Manager, which consent, if given at all, shall
be in the Manager's sole judgment and discretion, Neither this Agreement, nor any term or provision
'':.hereof,' or right hereunder, shall be assignable unless as approved pursuant to Section', and any
attempt to make such assignment (unless approved) shall be void.
10:4 ' PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Contractor shall file a State of, Florida' Form PUR 7068,
Sworn .:Statement under. Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's
Procurement Division.
10.5 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of the Services the Contractor` shall not discriminate against "any -
employee or applicant for employment because of - race, color, national origin, religion, sex, gender
identity; sexual orientation, disability, marital, and familial status, or age:
10.6 CONFLICT OF INTEREST
The-'Contractor herein agrees to adhere to and be governed by, all applicable Miami -Dade County
`Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami -Dade County Code, and
as may be amended from time to time; and by th City of Miami'.Beach Charter and Code (as some
may be- amended from time to time); both of which. are incorporated by reference herein as if fully set
forth herein.
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The Contractor covenants, that it presently' has no interest and shall not acquire any interest, direct or
indirectly, which could conflict in any manner `or degree with the performance of the Services. The'
Contractor further covenants that in the performance of this Agreement, no person having any such .
interest shall knowingly :are employed by, the Contractor. No .member of or delegate to, the Congress of
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the United States shall .be admitted.to any share or part of this Agreement. or to any benefits arising
there from.
SECTION 11
NOTICES
All notices. and communications in writing required or permitted hereunder, shall be delivered personally
to the of the' Contractor and the City listed below or may be mailed by U.S. Certified
Mail, ,r`eturn ' receipt requested, postage _prepaid, or by a nationally recognized overnight delivery
service.
Until changed by notice in writing' such notices and communications shall be addressed as follows:
TO CONTRACTOR: Charlene Grall
The Cat Network, Inc.
3301• Ponce de Leon Blvd., Suite 210
Coral. Gables, FL 33134
(786) 223 -6828
TO CITY: Hilda Fernandez
Assistant City Manager
City of Miami Beach
1700'Convention Center Drive
Miami Beach, FL 33139
(305) 673 -7063 (fax)
Notice may also be provided to any other address designated:by the party to receive notice if such alternate
address "is provided via U.S. certified mail, return receipt requested, hand delivered, or by overnight delivery: ,
In the event an alternate notice address is properly provided, notice shall be sent to such alternate address
in addition to any other, address which notice would otherwise be sent, .unless other delivery instruction as
specifically provided for by`the party entitled to notice.
Notice shall -be deemed given on the day on which personally served, or the day of receipt by either U.S.
certified mail or overnight delivery.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
Th'is.Agreement cannot be modified or amended without the express written consent ofahe parties. No.
modification, amendment, or alteration of the terms or conditions- contained herein shall be effective
unless contain ed_in a written document executed with the same.formality and of equal dignity herewith.
12.2 .: SEVERABILITY
If any -.term or. provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not:be affected, and every other, term andprovision of.this Agreement shall be valid and
be enforced-to the fullest extent permitted bylaw.
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12.3 ENTIRETY OF AGREEMENT
The City and Contractor' agree that this is the entire Agreement between the parties. This Agreement
supersedes all prior negotiations, correspondence, conversations, agreements or understandings
applicable to the matters contained herein, and there are no commitments, agreements or
understandings concerning the subject ,matter of this Agreement that are not contained in this document:'
Title and paragraph headings are for convenient reference and are not intended , to confer any rights or
obligations upon the parties to this Agreement.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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I.
IN WHEREOF, the parties hereto have caused this Agreement to be executed by their .
appropriate officials, as of the date first entered above.
FOR' CITY: CITY OF MIAMI BEACH, FLORIDA.
ATTEST:
By:
City Clerk. Ma or
FOR CONTRACTOR ` THE `CAT NETWORK, INC.
ATTEST:
By
.• Secr ary" President
b . e-Y -
Print Name Print Name /Title
APPROVED AS TO
FORM & LANGUAGE
& FOR UTION
Y A at
1p
EXHIBIT 1
PjT S ART
Our Vision: A Lifelong, Loving Home For Every Pet
kJ OL r I + I L &
www.petsmartcharities.org
March 15, 2012
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Ms. Judy Hoanshelt
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Dear Ms. Hoanshelt:
PetSmart Charities is pleased to inform you that an Electronic Funds Transfer (EF1) has been initiated in the amount of
$40,000.00, to your organization's Bank account for your recent grant award. This should hit your account within 24 -
hours. For questions related to this EFT transaction, please contact our Grants Administrator at:
bna�era a,netsmartcharities.org
Attached is a copy of your fully executed Grant Agreement and /or Grant Statement. If you are receiving a spay /neuter
grant, we have a comprehensive online Press Release toollut available to help--y uu ptoinote.._the_.grant in your cotnrnun.L
Please visit and bookimark this website: http : / /w- vvw.petsimartcharities.org /spay- neuter /spay - neuter - grants - media -1 it /. It
is our understanding that you will begin work promptly and will complete all work under the grant within the time
indicated in the Grant Statement.
Your acceptance of this grant on behalf of your organization, signified by this EFT transaction, is subject to the
conditions on the PetSmart Charities' Grant Agreement and Grant Statement that was executed by an officer of your
organization and an officer of PetSmart Charities.
P_
We consider you to be an important partner in our mutual efforts to end euthanasia and provide all pets with a lifelong,
loving home. Congratulations and thank you for your dedication to the improvement of the welfare of animals.
Sincerely,
— ta
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j Bryan Kords
Program Manager
F reeroamuig @,p etsmar tharities. org
Enclosures
19601 North 27th Avenue • Phoenix, Arizona 85027 Tel: 800.423.PETS Fax: 623.580.6561
Contributions are tax deductible to the extent allowed by law. EIN# 93-1140967
#L' -SMART
MAR 12.
GRANT AGREEMENT
THIS GRANT AGREEMENT (the " Agreement ") is effective this 8" Day of March, 2012 (the
" Effective Date ") by and 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
I N 27 t11 Avenue, Phoenix, AZ 85027 ( " PetSmart Charities and City of Miami Beach whose address is
1700 Convention Center Drive Miami Beach FL 33139 (the " Organization "). PetSmart Charities and the
Organization are sometimes referred to herein collectively as the " Parties " and each individually as a
" Party "
BACKGROUND
A. PetSmart Charities desires to award the Organization from time to time one or more
grants (each, a " Grant ") In the form of cash or in -kind goods or services in furtherance of the
Organization's mission and /or purpose.
B. The Organization desires to accept and use each Giant in accordance with this Agreement
and any Grant Statement (as defined below).
C. The Parties are interested in entering into this Agreement to provide the terms and
conditions regarding each Grant.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:
f 1. Grant Statement. From time to time following execution of this Agreement, PetSmart Charities
may award the Organization. a Grant on the terms and conditions set forth on any Grant Statement in a
l form specified by PetSmart Charities (the " Grant Statement ") that is executed by the Parties. At a
minimum, the Grant Statement will include (a) the amount of cash or in -kind goods or services to be
awarded to the Organization (the " Grant Funds "); (b) the distribution schedule for the Grant Funds; (c)
the specific purpose(s) for which the Grant Funds may be used by the . Organization (the " Grant
Purpose "); and (d) the time period during which the Grant Funds will used by the Organization (the
i " Grant Period ").
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2. Use of Grant Funds. The Organization will utilize the Grant Funds only for the Grant Purpose
and within the Grant Period. No part of the Grant Funds will be used for lobbying or political activities.
In the event that the Organization cannot use the Grant Funds for the Grant Purpose or within the Grant
` Period, the Organization must notify PetSmart Charities immediately. In no event will the Organization
use the Grant Funds for any purpose not described in Code Section 501(c)(3). In the event that the
Organization has previously received any form of grant from PetSmart Charities, this Agreement is
I contingent upon successful performance by the Organization under that grant agreement.
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Pedinarl Charities Grant Agreement (2010 -06)
PetSmart Charities CONFIDENTIAL
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3. Grant Contingencies. The provisions of this Section 3 shall only be applicable to Grants which
include Grant Funds for the purposes specified below:
(a) Equipment If any Grant includes Grant Funds, in whole or in part, for the Grant Purpose
of assisting the Organization with the acquisition of any equipment (which may include, but is not
limited to, funding equipment for the Organization, assisting the Organization with purchasing
equipment, or the in -kind grant of equipment to the Organization) (in any :case, the " Grant Equipment "),
the provisions of this Section 3 shall apply to such Grant. If at any time the Organization ceases to use
any Grant Equipment for the Grant Purpose or is otherwise in breach of this Agreement or any Grant
Statement, then, in addition to such other remedies as may be available to PetSmart Charities under this
Agreement, at law or in equity, PetSmart Charities may require the Organization to immediately transfer
ownership of the Grant Equipment (the " Transfer Option ") to PetSmart Charities or an organization
designated by PetSmart Charities (in either case, the " Transferee ") at no cost to PetSmart Charities or
the Transferee. After exercise of the Transfer Option, the Organization will cooperate with PetSmart
Charities and any other Transferee with respect to transfer of such Grant Equipment to the Transferee.
The Organization shall be responsible for any costs and expenses, associated with or arising from the
Organization's violation of this Agreement, a failure to cooperate with PetSmart Charities or any other
Transferee in exercising the Transfer Option, and any other costs incurred by its own volition.
(b) 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 the Agreement and relevant
Grant Statement. Services provided under any Grant Statement may be provided directly by PetSmart
Charities or indirectly through a subsidiary, contractor, representative or agent of PetSmart Charities. In
addition to any terms and conditions imposed by the Grant Statement, the Organization will participate
in any program, technical assistance, training or other Services within the guidelines, procedures and
timelines defined by PetSmart Charities or its authorized representative. Ongoing or periodic receipt of
the Services will be contingent upon the Organization's compliance with all terms, conditions and
reporting requirements in the Agreement and Grant Statement, as determined by PetSmart Charities in
its sole and absolute discretion.
4. Publicity.
(a) The Organization hereby grants PetSmart Charities the right, in connection with any
Grant Statement that is executed by the parties, to publish, print, transmit, display or otherwise use the
Organization's name, logo, and photographs, or any other representation of the Organization, including,
f 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 the Organization. The
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 PetSmart Charities granted in this Agreement without any compensation of any kind to the
Organization or such third parties.
(b) IF the Organization desires to publicize any Information relating to any Grant or
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otherwise disclose the terries of this Agreement, the Organization must First contact the designated
PetSmart Charities' representative and obtain advanced written permission. Notwithstanding the above,
any Grant Statement, and /or this Agreement is subject to disclosure, inspection, or copying pursuant to a
legally binding order from a court or administrative body vested with jurisdiction over the subject matter
contemplated under such Grant, Grant Statement, and/or the Agreement, or is otherwise subj ect to disclosure,
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pelSmal9 Charities Gran! Agreement (2010 -06)
PetSmart Charities CONFIDENTIAL,
inspection, or copying pursuant to law. All media materials (e.g., press releases, annual reports,
newsletters, invitations, etc.) that include any reference to the Grant (including, but not limited to,
information relating to the Grant Funds, Grant Purpose or PetSmart Charities) must be reviewed and
approved by PetSmart Charities in advance, and may not be made publicly available until such time as
PetSmart Charities provides written consent to the Organization to do so and then only in accordance
with PetSmart Charities' written consent.
W The Organization shall obtain the prior written consent from PetSmart Charities prior to
granting to any entity or individual any publicity or sponsorship rights in connection with the
Organization's activities that in any way relate to the Grant provided by PetSmart Charities.
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, ought to be
treated as proprietary and confidential or that a reasonable person ought to conclude is confidential,
which is disclosed by one Party to the other Party orally or in tangible form that is related to this
Agreement or the Parties' relationship, business, technical, financial data, forecasts, marketing
information, employee and volunteer information, strategies, and 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; (a) 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; (b) that the receiving Party can demonstrate is known to the
receiving Party at the time of disclosure without an obligation to keep it confidential; (c) becomes rightfully
known to the receiving Party from another source without restriction on disclosure or use; (d).the receiving
Party can show is independently developed by the receiving Party without the use of or any reference to
Confidential Information. Notwithstanding the above, this Agreement is subject to disclosure, inspection, or
copying pursuant to a legally binding order from a court or administrative body vested with jurisdiction over
the subject matter contemplated in such Agreement, or is otherwise subject to disclosure, inspection, or
copying pursuant to law At the completion of any Grant Statement 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 to make each other's Confidential
Information available in any form to any third party for any purpose, except to its own employees, legal
and financial advisors, accountants and other agents, having a "need to know." Each Party agrees to take
all reasonable steps required to ensure that Confidential Information is secure and is not disclosed or
distributed by its directors, officers, employees, agents, volunteers, or subcontractors in violation of the
terms of this Agreement.
(c) Notwithstanding the foregoing, Organization's grant application, attachments, reports,
Agreement, Grant Statement, and related correspondence, and the information contained therein, shall
become the property of PetSmart Charities, and nothing contained herein shall prohibit PetSmart
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 PetSmart Charities or its
designees to make inquiries and discuss with, or request documentation from, third parties about the
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PetSmart Charities Grant Agreement (2010 -06)
PetSmart Charities CONFIDENTIAL
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Organization related to the Organization's performance under this Agreement, or any material obtained
by PetSmart Charities related to the Organization.
6. Reporting. In addition to any reporting obligations set forth in any Grant Statement, PetSmart
Charities may request at any time during the Grant Period, and for two (2) years thereafter, (1) that the
Organization produce a written report (a) detailing the Grant Funds expenditures; (b) detailing the
Organization's performance to date related to the Grant Purpose; and (c) any other report or response to
evaluation questions or an assessment questionnaire as may reasonably be requested; and (2) 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 govermnent agency. The
Organization will submit such written report to PetSmart Charities no later than five (5) business days
after the date of PetSmart Charities' written request. The Organization may also be required, if
requested by PetSmart Charities or as otherwise specified in any Grant Statement, to participate in
periodic telephone or in person conferences with PetSmart Charities or its designee (which shall also be
considered a "report" under this Agreement). PetSmart 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 Grant Statement, regardless of the form of such report. Any report provided
for in this Agreement or any applicable Grant Statement shall be provided by the Organization in a form
and format specified by PetSmart Charities.
7. Audit. Upon written notice and during normal business hours, at any time during the Grant
Period and for two (2) years thereafter, PetSmart Charities or its designee may audit the books, records,
and /or operations of the Organization, to ascertain the Organization's compliance with the terms and
conditions of this Agreement or any Grant Statement. The Organization acknowledges and agrees that
any such audit may include, without limitation, (i) an onsite or in person inspection; and (ii) observation
of the Organization's facilities and operations. PetSmart Charities may witl any Grant Funds for
such period as it may deem reasonable to conduct, and review the results of, any such audit.
8. Organization's Representations. As of the date of signing this Agreement and the date of
signing of any Grant Statement, the Organization represents to PetSmart Charities that (1) the .
Organization is either (a) an organization exempt from federal income tax under Code Section 501(c)(3),
which is not a private foundation under Section 509(a) of the Code, (b) a governmental entity identified
in Section 170(c)(1) of the Code that will use the grant for exclusively public purposes, or (c) an "Indian
tribal government," as defined under Section 7701(x)(40) of the Code, that is treated as a State under
Section 7871 of the Code and that it will use the Grant for exclusively public purposes; (2) the
Organization validly holds and maintains all licenses, permits, and registrations, and has satisfied all
similar requirements, necessary for its lawful operation; (3) the Organization is in compliance with all
applicable local, state, tribal and federal laws, regulations and other requirements to which the
Organization is subject; '(4) the Organization is not on any federal terrorism "watch list" and all Grant
Funds will be used in compliance with all applicable anti - terrorist financing and asset control laws,
statutes and executive orders; and (5) all representations made by Organization in any grunt application
and ancillary material are true and accurate in all material respects. The Organization agrees to notify
PetSmart Charities promptly in writing of any change in the information represented herein.
9. Grant Revocation. If at any time, as determined by PetSmart Charities in its sole and absolute
discretion: (a) the Organization has not complied with the requirements of a previous Grant from
PetSmart Charities; (b) any of the Grant Funds have been used for any purpose other than for the Grant
Purpose; (c) any of the Grant Funds remain inappropriately unused by the Organization after the end of
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i PelSniarl Charities Grant Agreement (2010 -06)
PetSmart Charities CONFIDENTIAL
the Grant Period; (d) the Organization has not complied with the terms and conditions of this Agreement
or any Grant Statement or has taken any action or inaction that does not uphold the spirit of the Grant or
this Agreement; (e) the Organization is involved in any investigation or engaged in any action that
appears to be unprofessional, uncharitable or inappropriate; (f) the Organization ceases to operate on a
frill -time basis, becomes or is adjudicated insolvent or bankrupt, or if a receiver or a trustee is appointed
for the Organization or its property, or if the Organization petitions for reorganization or arrangement
under any bankruptcy or insolvency law, or if any assigmnent is made for the benefit of the
Organization's creditors; (g) there is any change to the representations made by the Organization in this
Agreement or any Grant application; or (h) the results of any audit or information contained in any
reports are deemed to be unacceptable by PetSmart Charities, then, in addition to such other remedies as
may be available to PetSmart Charities under this Agreement, at law or in equity, PetSmart Charities
may, in its sole and absolute discretion: (w) inunediately terminate this Agreement and any applicable
Grant Statement; (x) unilaterally modify the terms of this Agreement and /or applicable Grant Statement;
(y) witl any pending or future payments of Grant Funds; or (z) revolve immediately any Grants and
require the Organization to provide a frill refund of all Grant Funds to PetSmart Charities.
10. Miscellaneous.
(a) Severability If any portion or portions of this Agreement or any Grant Statement in
effect shall be deemed invalid or unenforceable for any reason, the remaining portion(s) shall be valid
and enforceable and carried into effect, unless to do so would clearly violate the present legal and valid
intention of the Parties hereto. The Parties agree to replace any invalid provision with a valid provision
that most closely approximates the intent and economic effect of the invalid provision.
(b) Survival Any provisions of this Agreement creating obligations extending beyond the
term of this Agreement shall survive the expiration or termination of this Agreement.
(c) Counterparts This Agreement may be executed via facsimile or original document
image via email transmission, each of which shall be deemed an original, and in several counterparts all
of which shall constitute one and the same instrument, provided however, that this Agreement shall not
be binding on either party until executed by both parties. The Organization acknowledges and agrees
that PetSmart Charities may rescind any offer contained herein at any time until the Agreement has been
executed by both parties.
(d) No Third -Party Beneficiary Neither Party intends to create, nor shall this Agreement
I . create, in any manner whatsoever, an interest or beneficiary in a third party.
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(e) Incorporation By Reference All Grant Statements (and any exhibits or schedules
attached thereto) are incorporated into this Agreement in their entirety. Grant Statements shall be
numbered for identification. In the event there are any inconsistent, contrary, or conflicting terms
contained in any Grant Statement and this Agreement, this Agreement shall control
(f) Notices Any notice required by this Agreement or any Grant Statement will be in
writing and delivered to the addresses set forth in any Grant Statement. Notices will be deemed
effectively given: (a) upon five (5) days after being sent by certified or registered matt, postage prepaid,
return receipt requested; (b) upon the next business day after being sent overnight by a major U.S.
overnight document courier; or (c) upon receipt of confirmation following transmission via the internet,
by electronic mail, or by a facsimile machine if received on a business day during business hours
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PelSmar l Charities Grunt Agreement (2010 -06)
PetSmart Charities CONFIDENTIAL
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(otherwise, deemed received the next business day) if followed by a hard copy sent by mail using one of
the delivery methods in (a) or (b) above.
Legal Fees Subject to Section 10(k) of this Agreement, in the event either Party brings
any action of any nature, arising under or out of this Agreement, the prevailing Party shall be entitled to
receive from the other Party its attorneys', experts', investigation, and other related fees, costs, and
expenses.
(h) . Assignment The Agreement shall be binding upon and inure to the benefit of the Parties
and their respective successors and permitted assigns. The 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 PetSmart Charities. Notwithstanding anything herein to the contrary, PetSmart 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.
1 (i) Equal Opportunity The Organization agrees that it will not discriminate by reason of
race, color, creed, religion, national origin, age, sexual orientation, disability, veteran status, or gender.
(j) Governing Law This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida in the United States without regard to conflict of law provisions or
international treaties or conventions. The Parties specifically agree to the venue and jurisdiction being
exclusively in the federal and state courts situated in Miami -Dade County in the State of Florida, United
States.
1 (k) Dispute Resolution Any unresolved claim, dispute, or controversy arising from this
Agreement or any Grant Statement shall be submitted to arbitration under the rules of the American
Arbitration Association (the " or, by mutual consent, any other recognized arbitration
association. The Commercial Arbitration Rules of the AAA or such other association shall apply. The
arbitration shall take place in Miami -Dade County, Florida in the United States of America, and shall be
conducted in the English language. The decision of the arbitrator(s) shall be binding upon the Parties.
The costs of any such arbitration, including, but not limited to, the administrative fee, arbitrator's fees,
attorneys' fees, fees of expert witnesses and travel expenses shall be borne by the losing Party.
Judgment upon the award of the arbitrator may be entered in any court having jurisdiction, or
application may be made to such court for judicial acceptance of the award or an order of enforcement.
` The prevailing Party in any proceeding to enforce the judgment awarded by the arbitrator shall be
I entitled to all attorneys' fees, expert witness fees, travel expenses, court costs, and other litigation
expenses.
(1) Waiver Except as otherwise provided for herein, failure of either Party to insist upon
strict performance of this Agreement, or to exercise any option herein, shall not be construed as a
modification or waiver of any provision, right, or obligation under this Agreement.
(m) Entire Agreement /Amendments The terms and conditions of this Agreement constitute
the complete and final written agreement between the Parties and supersede all other agreements and
understandings between the Parties regarding the subject matter of this Agreement, whether written or
oral, other than a properly amended version of this Agreement. Any waiver, modification, or
amendment of the terms of this Agreement or any Grant Statement is binding only if done in writing and
signed by the authorized representatives of both Parties.
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PetSmart Charilies Grant Agreement (2010 -06)
PetSnlart Charities CONFIDENTIAL
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I (n) Headings; Construction Headings and /or fonts used in tlus Agreement are for reference
purposes only and in no way define, limit, construe, or describe the scope, extent or intent of this
Agreement. This Agreement will 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.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their
respective and duly authorized representatives as of the Effective Date set forth above.
"PETSMART CHARITIES" "ORGANIZATION"
PETSMART CHARITIES, INC. City of Miami Beach
Signature
Name: �t�S c�
Title: �CXeC�-� V �- t lif�c- C Title; ��-� n�►4t�`��� �-
Date: Date:
Please make a copy of this document for your records and mail this signed original to:
PetSmart Charities, Inc.
Attn: GRANTS
19601 North 27 Avenue
Phoenix, AZ 85027
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTIO
City At m a Date
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PetSmart Charities Cranl Agreement (2010 -06)
PetSmart Charities CONFIDENTIAL
PETsPAARY
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GRANT STATEMENT
THIS GRANT STATEMENT is entered into and forms a part of that certain Grant
Agreement dated March 8, 2012 (the " Agreement ") by and between PetSmart Charities, Inc.
( " PetSmart Charities ") and the " Organization " identified below. The Parties are entering into
this Grant Statement to set forth additional terms and conditions for a Grant from PetSmart
Charities to the Organization. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Agreement,
Parties and Contact Information
PetSmart PetSmart Charities, Inc. Organization: City of Miami Beach
Charities:
Address: 19601 North 27"' Ave Address: 1700 Convention Center Drive
Phoenix, AZ 85027 Miami Beach, FL 33139
Principal Bryan Kortis Principal Ms. Judy Hoanshelt
Contact: Contact:
Notice Legal Department Notice Ms. Judy Hoanshelt
contact: contact:
Tel: 1-800-738-1385 Tel,: 305- 673 -7510
Fax: I- 623 -580 -6561 Fax: 786- 394 -4675
Grant Terms
Effective Date: March 8, 2012
Grant Funds: $80,000 for the Grant Purpose as stated below,
Grant Conditions: Prior to PetSmart Charities' distribution of the Second Installment of Grant
Funds the Organization must satisfy the following conditions (the " Grant
Conditions ") as determined by PetSmart Charities in its sole and ab solute
discretion:
j ❑ The Organization must have completed approximately 1,0 of
the spay /neuter surgeries described in the Grant Purpose.
Page 1 of'5
PelSmar'l Charilies Grant Slaterment (2010 -06)
j PetSmart Charities CONFIDENTIAL
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Grant Distributions: PetSmart Charities will distribute the Grant Funds to the Organization for
the Grant Purpose as follows:
❑ First Installment: $40,000.
❑ Second Installment: Approximately 12 months after the First
Installment is paid $40,000.
I Grant Purpose: The Grant Funds will total $80,000 over two years. The Grant Funds will be
used bV the Organization solely for the purpose of:
I ❑ Focus of surgeries: approximately 2,000 free - roaming cats located
- in City of Miami Beach, FL.
❑ In the first 12 months of the Grant Period, completing approximatelV
1,000 spay /neuter surgeries, with:
o $40,000 for the cost of surgeries at an average subsidy of $40 per (out
i of an average cost of $45 per).
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❑ In the second 12 months of the Grant Period, completing
approximately 1,000 spay /neuter surgeries, with:
o $40,000 for the cost of surgeries at an average subsidy of $40 per (out
of an average cost of $45 per).
Grant Period: The Grant Period will continence on the Effective Date set forth in
this Grant Statement, which in no event shall be earlier than effective
date of the Agreement and will continue for a period of 24 Months
Reporting Obligations: In addition to any requirement set forth in the Grant Agreement, the
Organization agrees to provide the following reports to PetSmart Charities
in connection with this Grant Statement on or before the deadlines set forth
below. Impact Reports may now be accessed and submitted online. To
access the online impact report please copy and paste the following link
www.cybergrants.com/petsmartcharities/reports/app. For additional
information about the online report process and samples of the report
documents please refer to
http: / /www petsmartcharities org/ resources /grant - reporting- documents html
PetSmart Charities reserves the right to change the method and format of
how reports are provided.
Interim report: By January 1, 2013 via
www.cybergrants.com/petsmartcharities/reports/app,
❑ An interim project report on the results and impact of the project to
date including the number of surgeries performed to date as part of the
Grant broken down by the number of (a) neuters (b) spays, (cl in heat, and
(d) pregnant.
❑ A detailed report on the expenditure of Grant Funds to date, and a
detailed report on the total income and expenses to date for the project
,
funded by the Grant.
A budget for the proiect's second year.
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PelSmarl Charilies Grant Statement (2010 -06)
PetSmart Charities CONFIDENTIAL
Fj For non - governmental organizations: (1) The Organization's
updated audit if the Organization's income for the fiscal year was equal to
or greater than $500,000, (2) The Organization's updated IRS Form 990. (3)
If the report is due prior to an updated audit and /or IRS Form 990 being
completed: (a) the Organization's unaudited actual statement of activities
i (income and expenses) and balance sheet for that fiscal year: and (b) a
statement as to when the audit and /or IRS Form 990 will be sent to
PetSmart Charities.
Final report: By May 1, 2014, via
www.cybergrants.com/petsmartcharities/reportsiapp,
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0 A final proiect report on the results and impact of the proiect,
including the number of surgeries performed as part of the Grant, broken
down by the number of (a) neuters (b) spays (c) in heat, and (d) pregnant.
0 A detailed report on the expenditure of Grant Funds, and a detailed
report on the total income and expenses for the proiect funded by the Grant.
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Statistical reports: Via e-mail to freeroaminq (c)petsmartcharities.org:
❑ Types of data to be submitted:
(1) Cat - related complaint calls and requests for assistance, with respect to
the City of Miami Beach, FL.
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j (2) The populations of feral cat colonies spay /neutered as part of the Grant,
including (a) the number of colonies spay /neutered, (b) the total number of
cats and kittens present in the colonies when trapping began in each to
implement as part of the Grant Proiect, (c) the total number of cats and
kittens in the colonies at the end of each reporting period, (d) the total
number of cats and kittens in the colonies who are spayed or neutered at
the end of each reporting _period and (e) the total number of cats and
kittens removed from colonies for purposes of adoptive placement.
Due dates:
- Pre - proiect data: By April 1 2012 all the types of data listed above for
the 2011 calendar year, with the exception of item (2).
- Post - proiect data: By March 1 2013 2014 2015 and 2016 all the types of
data listed above for the 2012 2013 2014 and 2015 calendar years,
{ respectively.
I Additional Terms: As of the date of signing this Grant Statement, the Organization
represents to PetSmart Charities that each of its representations,
} warrants and covenants provided in the Agreement and this Grant
Statement are true and correct, including, but not limited to, those set
forth in Section 8 of the Agreement.
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I Petslna't Charities Grant Statement (2010 -06)
PetSmart Charities CONFIDENTIAL
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This Grant Statement shall not be binding on either Party until executed by both Parties.
Organization acknowledges and agrees that PetSmart Charities may rescind any offer contained
herein at any time until the Agreement has been executed by both Parties.
[Signature page follows]
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PeiSmarl Charilies Grani Stalemeni (2010 -06)
PetSmart Charities CONFIDENTIAL
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IN WITNESS WHEREOF, the Parties have caused this Grant Statement to be signed by
their respective and duly authorized representatives as of the last date set forth below.
"PETSMART CHARITIES" "ORGANIZATION"
PETSMART CHARITIES INC. CITY OF MIAMI BEACH
1
Signatur K Zature:
Naive: � ��[ 1 I�l. all [a ,, ddct I(;h(t Naine:
Title: Title: C-t - V`/'
Date: Date:
Please make a copy of this document for your records and mail this signed original to:
PetSmart Charities, Inc.
Attn: GRANTS
19601 North 27"' Avenue
Phoenix, AZ 85027
APPROVED AS TO
FORM & LANGUAGE
4 FOR EXECUTION
C ity Attorn � Date
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Exhibit 2
Agreement Timeline /Schedule
Cat Network Timeline
Within fifteen (15) days following Agreement execution:
• Meet with City staff to develop the anticipated schedule of spay /neuter events for the first
three months ( "quarter ") of the Agreement year
Within fifteen (15) days prior to the end of each subsequent quarter:
• Meet with City staff to develop the anticipated schedule and location of spay /neuter
events for the next quarter of the Agreement year
Within thirty (30) days following receipt of approval from the City on proposed language:
• Include information on the Project CatSnip program on the Cat Network website.
Upon a cat's entry into the program (on the day of spay /neuter), ensure that medical staff:
• . Creates individual medical files for each cat, to include specific information on each cat
spayed or neutered (e.g. sex, pregnant or not pregnant, in heat or not in heat, medical
provider, colony location, Zip Code, ear tipped status)
Within the first agreement year, coordinate the completion of 1,000 spays /neuters.
Within the second agreement year, coordinate the completion of 1,000 spays /neuters.
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