PSA with The Cat Network, Inc.r
gO /02-a78I
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND
THE CAT NETWORK, INC.
TO PROVIDE
LOW COST SPAY AND NEUTER SERVICES
T is Professional Services Agreement ("Agreement") is entered into this day of
MA,/ , 2015 ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation 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
de Leon Boulevard, Suite 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 the City.
Grant: The PetSmart Charities Grant received by the City to provide spay and
neuter services to cats, 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 services
delineated in this Agreement.
Services: All services, work, and actions by the Contractor performed or undertaken
pursuant to the Agreement.
Fee: 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. 6415; 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).
1
2.2 During the Term (as hereinafter defined), the Contractor will perform the following
services:
a. Identify and secure veterinarians to provide low cost spay and neuter services (at a
maximum cost of$65 per spay or neuter procedure) to cats in the City of Miami Beach.
b. Spay or neuter approximately 827 cats in Miami Beach during Year 1 of the Grant
Period, as defined in the Grant Statement, attached hereto as Exhibit 1; Spay or neuter
approximately 827 cats in Miami Beach during Year 2 of the Grant Period.
i. All cats receiving spay/neuter services shall have their ears "tipped."
c. Schedule and conduct, in coordination with the City, at least one (1) spay/neuter event in
the City of Miami Beach each month using the Contractor's Spay/Neuter Mobile Unit.
i. Identify, in coordination with the City, a location to park Spay/Neuter Mobile Unit
and a location to store supplies and/or equipment.
d. Coordinate volunteer efforts for trapping cats.
i. Develop a training program for volunteers.
ii. Coordinate volunteer efforts for each spay/neuter event.
e. Purchase traps in a total amount not to exceed $1,500. Contractor shall provide any
additional traps as needed to be used by volunteers.
f. Secure, through other grants or donations, additional medications necessary for the
spay/neuter events, as well as to address common feral cat illnesses.
g. Promote, in coordination with the City, the spay/neuter events in the City of Miami
Beach, including on the Contractor's Website.
h. Develop and implement a marketing program, subject to the City's prior written approval.
Contractor shall submit invoices and receipts not to exceed $1,250 to the City for
reimbursement for marketing expenses during the Term of this Agreement.
i. Maintain documentation (including receipts and consents, as may be required) on all
spay and neuter services provided on cats in Miami Beach pursuant to this Agreement.
j. Provide monthly reports to the City on the number of spays/neuters performed on cats in
Miami Beach in the preceding month, and since the date of the first disbursement of
Grant funds, and all other documents and reports as the City may require; and as the
City is required to provide under the Grant (i.e., Contractor shall provide any reports and
submittals that pertain to the Services and that the City is required to provide PetSmart
Charities under the Grant, 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. Contractor shall provide any additional reports as may be necessary for the City
to meet its reporting obligations under the Grant, within five (5) business days prior to
the City's deadline for submission to PetSmart Charities under the Grant.)
k. Grant funds not expended on traps or marketing may be reallocated to additional
spay/neuter surgeries, at $55.65 per surgery, or to rabies vaccines.
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 (10) days of the Effective Date of this Agreement,
and which will be incorporated as Exhibit 2 hereto.
2
SECTION 3
• 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. 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 required pursuant to the Grant, or as 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, the City shall remit to Contractor a total
of $96,050, as follows:
4.1.1. Contractor shall be reimbursed a maximum of $48,780 during the first year of the
Grant Period, and a maximum of$47,270 during the second year of the Grant Period.
4.1.2. Contractor shall be paid on a reimbursement basis.
4.1.3. Contractor shall be reimbursed $65 for each spay or neuter procedure performed
on a cat in Miami Beach pursuant to a spay/neuter event in the City of Miami Beach; or
for each spay or neuter procedure on a cat in Miami Beach performed by a participating
veterinarian, as such spay/neuter service for a cat from Miami Beach may be
coordinated by the Contractor.
4.1.4 Contractor shall be reimbursed up to $1,500 for the purchase of 20 traps.
4.2 The Contractor will utilize the Agreement fee only for the Grant purpose and within the
Term of the Agreement. No part of the Agreement fee will be used for lobbying or political
activities. In the event that the Contractor cannot use the Agreement fee for the Grant purpose
or within the Agreement 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:
3
Lynn W. Bernstein
City of Miami Beach
Public Works Department
Sustainability and Outreach Coordinator
1700 Convention Center Drive
Miami Beach, FL 33139
305.673.7080
lynnbernstein @miamibeachfl.gov
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Contractor shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the Cit y, through h 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 WRITTEN 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 FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE
DATE OF TERMINATION; FOLLOWING 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
4
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 Contractor'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 Contractor 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 Contractor 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;
2. Contractor Professional Liability, in the amount of$200,000; and
3. 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 kept 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.
5
it
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 JURISDICTIONNENUE/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 this Agreement 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.
Contractor 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,
and any other Grant or Grant Statement that is executed by the City and PetSmart Charities for
the purposes of funding the Services delineated in this Agreement, 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
6
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.
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, without
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 Funds,
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.
Y Y
9.3 The Contractor shall obtain the prior written consent of 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 Manager 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 at
the 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 Section 4, herein) for the services under this Agreement.
7
Accordingly, the City shall require that Contractor, on behalf of the City, comply with the Audit
and Reporting Requirements required of the City under the Grant (on the basis that the City
was the only party eligible to apply for the Grant). Such requirements shall include the
following:
1. Section 6 of the Grant Agreement, entitled "Reporting";
2. Section 7 of the Grant Agreement, entitled "Audit";
3. The section of the Grant Statement entitled "Reporting Obligations."
It shall be Contractor's sole obligation to familiarize itself with the above Grant requirements
and comply with the above Grant requirements on behalf of the City, which shall include
providing the City, for the City's review prior to submittal to PetSmart Charities, with any and
all reports required pursuant to the above requirements, as follows:
For reports required under Section 6 of the Grant, where such Section requires that the written
report(s) 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 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.
THE 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 LIABLITY OR OBLIGATION TO
CONTRACTOR UNDER THIS AGREEMENT (INCLUDING AS TO PAYMENT OF ANY FEE
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 REPAYMENT OF SUCH FUNDS TO THE CITY, AND MAY PURSUE
ANY LEGAL REMEDIES AGAINST CONTRACTOR TO RECOVER SUCH SUMS. IN
ADDITION TO THE RECOVERY OF ANY SUMS FROM CONTRACTOR, (AS A RESULT OF
GRANT FUNDS THAT THE CITY IS OBLIGATED TO PAY OR REPAY TO PETSMART DUE
TO CONTRACTOR'S NON-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).
10.3 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
8
approved pursuant to this 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, intersexuality, 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 the City of Miami Beach
Charter and Code (as may be amended from time to time); both of which are incorporated by
reference herein as if fully set forth herein.
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,
Contractor shall not knowingly employ any person having such interest. No member of or
delegate to the Congress of 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 representatives of the Contractor and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
TO CONTRACTOR: Charlene GraIl
Executive Director
The Cat Network, Inc.
3301 Ponce de Leon Boulevard, Suite 210
Coral Gable, FL 33134
786.223.6828
9
TO CITY: Eric Carpenter
Public Works Director
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
305.673.7080
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
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained 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 and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
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.
12.4 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
Pursuant to Section 119.0701 of the Florida Statutes, if Contractor meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), the Contractor shall:
(a) Keep and maintain public records that ordinarily and necessarily would be required by
the public agency in order to perform the service;
10
(b) Provide the public with access to public records on the same terms and conditions that
the public agency would provide the records and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law;
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law; and
(d) Meet all requirements for retaining public records and transfer to the City, at no cost to
the City, all public records created, received, maintained and/or directly related to the
performance of this Agreement that are in possession of the Contractor upon termination
of this Agreement. Upon termination of this Agreement, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. All records stored electronically must be provided to the City in
a format that is compatible with the information technology systems of the City.
For purposes of this Article, the term "public records" shall mean all documents, papers, letters,
maps, books, tapes, photographs, films, sound recordings, data processing software, or other
material, regardless of the physical form, characteristics, or means of transmission, made or
received pursuant to law or ordinance or in connection with the transaction of official business of
the City.
Contractor's failure to comply with the public records disclosure requirement set forth in Section
119.0701 of the Florida Statutes shall be a breach of this Agreement.
In the event the Contractor does not comply with the public records disclosure requirement set
forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion, avail
itself of the remedies set forth under this Agreement and available at law.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
11
f
IN WITNESS 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:
' /I;/-/'
Y
Rafael Granado ,�.,�- Philip -6vi ‘/. /
City Clerk -(V�.�,, t .,�C 4,May%r / / /4 ---:- ' ___,,:,:‘,,i',,tt.."--"a--, *.: it ,
.* INCORP ORATED: -r '. i C7, ,
f ....R.,,,,_
3 ,
FOR CONTRACTOR: �%,• � �' THE CAT NETWORK, INC.
ATTEST:
M
l..Ja Al�_� 0_,L I,: /
Sign'ture Charlene Grall
Vice President
4y4 `/)
- Be Be57e./c)
Print Name /Title
APPROVED AS TO
FORM& LANGUAGE
&FOR EXECUTION
QA- cz +5
City Attorney Date
PV-
12
COMPOSITE EXHIBIT 1
PetSmart Charities Grant
13
E S SMART
i i ties
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 27th Ave Address: 1700 Convention Center Drive
Phoenix,AZ 85027 Miami Beach, FL 33139-1819
Principal Bryan Kortis Principal Judy Hoanshelt
Contact: Contact:
Notice Legal Department Notice Judy Hoanshelt
contact: contact:
Tel: • 1-800-738-1385 Tel: • 305-673-7510
Fax: - 1-623-580-6561 Fax: . 786-394-4675
Grant Terms
Effective Date: Upon execution of this Grant Statement by both parties.
Grant Funds: $96,050 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 absolute
discretion:
❑ The Organization must have completed approximately 827 of the
spay/neuter surgeries described in the Grant Purpose.
Page 1 of 5
PetSmart Charities Grant Statement(2010-06)
PetSmart Charities CONFIDENTIAL
•
Grant Distributions: PetSmart Charities will distribute the Grant Funds to the Organization for
the Grant Purpose as follows:
❑ First Installment: $48,780.
❑ Second Installment: Approximately 12 months after the First
Installment is paid $47,270.
Grant Purpose: The Grant Funds will total$96,050 over two years. The Grant Funds will be
used by the Organization solely for the purpose of:
❑ Focus of surgeries: approximately 1,654 free-roaming cats in Miami
Beach, FL.
❑ In the first 12 months of the Grant Period, completing approximately
827 spay/neuter surgeries with:
o $46,030 for the surgeries, including rabies vaccines, at an average of
$55.65 per.
o $1,500 for 20 traps.
o $1,250 for marketing expenses.
❑ In the second 12 months of the Grant Period, completing approximately
827 spay/neuter surgeries with:
o $46,020 for the surgeries at an average of$55.65 per.
o $1,250 for marketing expenses.
Grant Funds not expended on traps or marketing may be re-allocated to
additional spay/neuter surgeries, including rabies vaccines, at $55.65 per
surgery.
Grant Period: The Grant Period will commence 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: GRANT REPORTING.REQUIREMENTS:
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/pro/resources .
PetSmart Charities reserves the right to change the method and format of
how reports are provided.
INTERIM REPORT: By 12 months after the Effective Date of this Grant
Statement,via www.cybergrants.comlpetsmartcharities/reports/app,
II
Page 2 of 5
PetSmart Charities Grant Statement(2010-06)
•PetSmart Charities CONFIDENTIAL
❑ 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, (c)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 project's second year
❑ 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
(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 25 months after the Effective Date of this Grant
Statement,via www.cybergrants.com/petsmartcharities%reports/app :
❑ A final project report on the results and impact of the project,
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.
❑ A detailed report on the expenditure of Grant Funds, including
receipts upon request.
•
❑ A detailed report on the total income and expenses for the project
funded by the Grant.
❑ Statistics for measuring the impact of the grant project, as listed
below, for calendar year 2014 and for each full calendar year afterwards up
until submission of the final report.
❑ Types of statistics to be included in the finalreport:
(1) Cat-related complaint calls, with respect to the Organization.
(2) Before/after numbers for colonies TNR'ed as part of the Grant Project,
including the number of cats in the colonies when the Grant Project began
and the number of cats in those same colonies at the end of the Grant
Project.
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.
Notwithstanding Section 10(m)of the Grant Agreement, upon email request
made by the Organization to PetSmart Charities and in its sole discretion of
and upon email approval by PetSmart Charities,this Grant Statement may
be amended in this manner as described below where such written request
is limited in scope to the following sections of the Grant Statement;(a)
Page3ofS
PetSmart Charities Grant Statement(2010-06)
PetSmart Charities CONFIDENTIAL
Grant Purpose may be amended to reflect adjustments in acceptable use of
the Grant Funds with the overall intended purpose of the funded project,
including adjustments in areas of populations being served or targeted,
reallocation of funds across types of expenses and adjustments in service
numbers; (b) Grant Period may be extended to enable the completion of the
funded project; and(c) Reporting Obligations may be extended in time and
adjusted to reflect the data available. •
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]
•
•
Page 4 of 5
PetSnzart Charities Grant Statement(2010-06)
PetSmart Charities CONFIDENTIAL
•
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.
"PETST CHARITIES" "ORGANIZATION"
PETSMART CHARITIES, INC. CITY OF MIAMI BEACH
4aIran■ -
Signature: Signature: ti mi∎
Name: Name:
Title:
Title:
Date: Date:. . . 3 /13 11
Please retain a copy of this document for your records
•
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
; '-- 3 .
City Attorney Date
Page.i of S
PetSmart Charities Grant Statement(2010=06)
PetSmart Charities CO`F.IDENTIAL
egt in.rjrdtan
9 s
armies,
Authorization for Electronic Funds Transfer
You hereby authorize PetSmart Charities, Inc. to initiate credit entries to the account listed below in
connection with the agreed upon File Transfer Protocol (FTP) transactions between our companies. You
acknowledge that PetSmart, Inc. will administer the credit entries on behalf of PetSmart Charities, Inc.
You agree that such transactions will be governed by the National Automated Clearing House Association
rules. This authority is to remain in effect until PetSmart Charities, Inc. has received written notification
of termination in such time and in such manner as to afford PetSmart Charities, Inc. a reasonable
opportunity to act on it. PetSmart Charities, Inc. will continue to send direct deposits to the financial
institution indicated below until we receive written notification that you wish to terminate the
authorization and/or change the financial institution receiving the direct deposit. If your financial
institution information changes, you agree to promptly provide us with an updated Authorization for
Electronic Funds Transfer form.
IN NO EVENT SHALL PETSMART CHARITIES, INC. OR PETSMART, INC. BE LIABLE
FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES AS A
RESULT OF THE DELAY, OMISSION OR ERROR OF AN ELECTRONIC CREDIT ENTRY,
EVEN IF PETSMART CHARITIES, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
This agreement shall be governed by the laws of the State of Florida.
Organization Name City of Miami Beach Tax id# 59-60000372
Organization Contact Name Judy Hoanshelt Phone 305.673.7000 Ext. 6183
I certify that I- n authorized is act on bebalf of the organization listed above.
: City Manager l
Organization Aut alio (MANDATORY SIGNATURE) Title at
Please indicate he address to which remittance information by e-mail should be sent below:
Email: TondaShaw@rniamibeachfl.gov and RarnonSuarez@miamibeachfl.gov
Please e-mail completed forms to Vendor Maintenance(VendorMaintenance @ssg.petsmart.com) or fax it
to 623-321-6158.
ATTACH A VOIDED CHECK HERE. Refer to next page for wire transfer instructions.
PeatAAUT
.�.:r: Crfties,.
GRANT AGREEMENT
THIS GRANT AGREEI'MENT (the "Agreement") is effective this 8St 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
N. 27`" 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
�1. 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 Grant in accordance with this Agreement
and any Grant Statement (as de-fined 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:
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
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
"Grant Period").
?.
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
contingent upon successful performance by the Organization under that grant agreement.
li.!iiu Agrcern;z i'I .2()111-00)
f'r_ Srn.irt Chain!is CO:`F I DE,N TI.- L.
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 \vit.h 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 or-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,
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
otherwise disclose the terms 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 bindin=g 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 subject to disclosure,
(2o/(.1-06)
Pe.Smar Charides CONFIDENTIAL IAL
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.
(c) 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
infor nation, 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 ally 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 throug h no breach of this Agreement; (b) that the receiving Party can demonstrate is known to the
receiving Party at the time of disclosure vvithout 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 a.gree, 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
i—.1` ;-i Grflfu 4' ', :r?-°ru 20/0-06
F' Sniari Chanuies CO:NFIDE;NTI.AL.
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
p ,
statements, and any forms or filings that are required by the Code or any government 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 withhold 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(a)(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 grant 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
-4 -
P:--;mart(hai:!!ws(1 ani.-iQi',r!C'fi 20:10-061
I'erSinar<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: (t) the Organization ceases to operate on a
full-time basis, becomes or is adjudicated insolvent or bankrupt, or if a receiver or a trustee is appointed
for the Organization or its property, or if the Organization petitions for reorganization or arrangement
under any bankruptcy or insolvency law, or if any assignment 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 a.ny audit or information contained in any
reports are deemed to be unacceptable by PetSmart Charities, then, in addition to such other remedies as
law 'Pet Smart may be available to Pet Smart Charities under this Agreement, at l�i or in equity, let5mart C.h�iiitits
may, in its sole and absolute discretion: (w) immediately terminate this Agreement and any applicable
Grant Statement; (x) unilaterally modify the terms of this Agreement and/or applicable Grant Statement;
(y) withhold any pending or future payments of Grant Funds; or (z) revoke immediately any Grants and
require the Organization to provide a full 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
create, in any manner whatsoever, an interest or beneficiary in a third party.
(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.
Notices. this Agreement or any Grant Statement will he in
f t�� Any notice required b�- th,5
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 mail, 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
(rr arit .Ir ,_'."n n!(2010-06)
PetSmar;Chariti;:s CONFiDCNTI.AL.
(otherwise, deemed received the next business clay) if followed by a hard copy sent by mail using one of
the delivery methods in (a) or (b) above.
(g) 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.
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.
(i) 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.
(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 "AAA") 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
entitled to all attorneys' fees, expert witness fees, travel expenses, court costs, and other litigation
expenses.
(i) 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
modifiction or waiver of any provision, right, or obligation under,this Agreement.
in) 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.
_6, _
Char:ties(Jr fin/,--Igrei'riie iii (2010-06)
P'ciSmart Charities CONFIDENTIAL
(n) Headings: Construction. Headings and/or fonts used in this 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 he 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' t� -� �ignature • \-"
Name:
Name: :..6uS ,De .. �` �°� �- Name: � +.cam-J; Z ,
Title: X -�• ! c c:_-L r~✓�. ;v
r �: • :l � Title. , ,4
Date: Date: '3/9 / ( ---
Please make a copy of this document for your records and mail this signed original to:
PetSmart Charities, Inc.
Attn: GRANTS
19601 North 27`r' Avenue
Phoenix, AZ 8027
APPROVED AS TO
FORM & LANGUAGE
&FOR EXECUTION
C ty t a =`�, Date
Scar
— 7 -
P (Sm '! 'h�c r't i �rreei. �2 ,
_..Ji 11 (_. .. .,... t;.. C. ..•L-C.nttr2i,_;i;O-i.�'j)
Persmart Char'aes CO_NFIDENTEAL
EXHIBIT 2
Agreement Timeline/Schedule
14