Docusign Envelope ID: D2C58DD6-4BD3-463C-AAC8-041AC31EBAEC Best Friends®
SAVE THEM ALL
Atlanta • Kanab • Los Angeles • New York City • Salt Lake City
BEST FRIENDS ANIMAL SOCIETY
GRANT AGREEMENT
BACKGROUND
Best Friends Animals Society ("BFAS") is a 501(c)(3) nonprofit corporation based in Kanab, Utah, whose mission is No More Homeless Pets®. Best Friends teels privileged to help save lives by working with organizations and agencies by providing funding for specific grants and/or needs it our commitment to No Kill 2025.
Recipient is a 501(c)(3) nonprofit animal welfare charity or a municipal shelter which has submitted a grant request to Best Friends requesting to be awarded a grant pursuant to the scope of the program below. The funds shall be disbursed upon receipt of the signed agreement and copy of the Recipient's IRS FORM W9.
This grant agreement ("Agreement") will govern the terms of the Grant. The Parties hereby agree to the following terms and conditions as of the date on which it is fully executed by both parties (the "Effective Date").
Grant Agreement Reference:
Recipient Organization Business Name: San Bernardino City Animal Control EIN: 95-6000772
Name of Project: San Bernardino City Dog Rescue Pull Incentive Amount: $25,000.00
The term of this Agreement, unless terminated pursuant to Section 8 below will be from the effective Date through Grant Project Deadline (the "Grant Period"). 12/31/2024
Recipient acknowledges that BFAS and its representatives have made no actual or implied promise of funding except for the amount specified in this Agreement.
Grant will be provided in payment(s) with Best Friends' obligation to disburse funds conditional upon receipt of Recipient's IRS Form W-9.
Section 1. Use of Grant Fund.
Recipient agrees to use the Grant for the program or project as described below and no other purposes.
All grant funds must be spent by:
12/31/2024
Recipient agrees that funding provided is to achieve:
Docusign Envelope ID: D2C58DD6-4BD3-463C-AAC8-041AC31EBAEC • Secure rescue for at least 125 animals from San Bernardino City Animal Control by providing monetary incentivization to receiving partners Section 2. Grantee Requirements
• Recipient agrees to provide Monthly grant reports using forms provided by Best Friends that outline the use of the Grant funds.
• Number of animals pulled for rescue
• Amount of funding spent to date
• Register and submit MONTHLY DATA REPORTING INTO SHELTER PET DATA ALLIANCE (SPDA) website by the 15th of the month through December 31, 2025. • With the final grant report, Recipient will provide any relevant success stories of animals helped through the program, or descriptions of how the Grant has impacted the target community.
Section 3. Grant Branding Terms and Promotion
Recipient shall cooperate with Best Friends regarding the promotion of the Grant. Both Parties may issue reports or statements to its members, the media, and the public about the Grant. This includes, but is not limited to websites, newsletters, press releases, magazine articles, blogs, and podcasts. Recipient shall reasonably cooperate with Best Friends staff, volunteer team leaders, and news or magazine writers in the production of such news content. Recipient agrees to cooperate with Best Friends and facilitate promotion of the Grant through the Best Friends website, newsletters, electronic news distributions, press releases, and other media outlets.
Section 4. Photo, Video, Digital and Audio Release
Recipient grants to BFAS permission and rights to photograph, video, and audio record any of Recipient's programs or events for the duration of the Grant. Recipient grants BFAS the right to indefinitely use such photographs, videos or digital images and voices. This release covers all photos, videos, and audio recordings made by BFAS or its employees, contractors, or agents.
Recipient understands and agrees that these photographs, videos, or digital images and recordings may be used by BFAS in its sole discretion including for identification purposes, to promote or report about BFAS events, activities, and mission; to raise donations, or for other purposes. This includes, but is not limited to, any royalties, proceeds, or other benefits derived from such images or recordings. This release remains in effect even after the end of the Grant Period.
Recipient further agrees not to make any claim against BFAS or its employees, contractors, or agents for the use of these photographs, videos or digital image or voice recordings. Recipient understands this agreement releases and forever discharges BAS from any liability to Recipient, its successors, and assigns with respect to personal injury, property damage or other loss or damages that may result as a result from the making and use of photographs, videos or digital image or voice recordings.
Section 5. Non-Disparagement
During the Term of this Agreement and for two years after this Agreement's termination, Recipient agrees to take reasonable commercial measures to ensure that its representatives and official media outlets do not make statements, including but not limited to social media posts, regarding 2 Docusign Envelope ID: D2C58DD6-4BD3-463C-AAC8-041AC31EBAEC the activities covered by this Agreement that are intended to or likely to bring Best Friends into disrepute.
Standard Terms and Agreement
Section 6. Grant Recipient Representations and Warranties Recipient represents and warrants as follows during the Term of this Agreement:
A. Recipient is a qualified 501(c)(3) entity or government organization.
B. Rederal, state, and edges ths. tipal werare activates mat be gluse id best vaiets fo federal, state, and local laws.
comply with all applicable laws and shall not knowingly violate same.
C. There are no claims, investigations, or proceedings in progress, pending or threatened against Recipient which, if determined adversely, would have a material effect on Recipient's ability to fulfill its obligations pursuant to this Agreement and there are no claims, investigations, or proceedings in progress, pending or threatened against Recipient which involve animal neglect or abuse.
D. The individual signing this Agreement on behalf of Recipient is legally competent to enter into this Agreement duly authorized to do so by the Recipient.
Section 7. Grant Restrictions
In addition to abiding by the requirement that the Grant funds be used in furtherance of the program described in Recipient's grant application, Recipient specifically agrees that no portion of the Grant funds will be used for any of the following: (i) to lobby or otherwise attempt to influence legislation; (i) to influence outcome of any specific public election or participate or intervene in any political campaign on behalf of any candidate for public office or conduct, directly or indirectly; (ill) to support or oppose any elected official or candidate for public office or on any particular issue.
Section 8. Termination
Recipient may terminate this Agreement upon providing ten (10) business days written notice to Best Friends in the event of the following events of default:
(i) By its actions or statements, Best Friends materially harms Recipient as determined by Recipient in its reasonable judgment;
(ii) Best Friends files for bankruptcy, sells, assigns, or transfers the majority of its assets to another entity, or ceases to operate as a nonprofit corporation.
Best Friends may terminate this Agreement upon providing ten (10) business days written notice to the Recipient in the event of the following events of default:
(i) By its actions or statements, Recipient materially harms Best Friends as determined by Best Friends in its reasonable judgment:
(ii) Recipient files for bankruptcy, sells, assigns, or transfers the majority of its assets to another entity, or ceases to operate as a nonprofit corporation (if a nonprofit corporation); or
(iii) Recipient fails to perform its commitments as set out in this Agreement, including, in the reasonable judgment of Best Friends, failing to carry out the Project with reasonable diligence to meet the goal of saving as many animal lives as possible or has not worked in good faith with professionalism to achieve the mutually agreed upon Goals. 3 Docusign Envelope ID: D2C58DD6-4BD3-463C-AAC8-041AC31EBAEC In the event Best Friends terminates this Agreement pursuant to this section, Best Friends has no obligation to pay Recipient any grant payment not yet due at the time of the notice of such termination.
Section 9. Intellectual Property License
For the Term of this Agreement, Recipient grants Best Friends a non-exclusive, royalty free license to use Agency's name and/or logo to promote Agency's lifesaving activities associated with the Grant. Other than the forgoing, neither Party may use the other Party's logos, trademarks, or other intellectual property without express written permission of the other Party.
Section 10. Release
To the full extent permitted by law, the Grant Recipient, their directors, officers, employees, representatives, agents, successors, and assigns, agree never to bring a claim or suit against Best Friends relating to the Grant and its receipt of service. The Recipient agrees Best Friends and its directors, officers, employees, representatives, agents, representatives, contractors, successors and assigns ("Releasees") are not responsible for any of the decisions, plans, guidelines, work, or activities related to or arising from the Grant. The Recipient releases Best Friends and its directors, founders, employees, officers, agents, representatives, contractors, volunteers, successors and assigns from all liability arising from any work or activities related to the Grant. The Recipient understands this agreement discharges Releasees from any liability to the Recipients with respect to bodily injury, personal injury, illness, death, property damage or other loss of any kind or nature whatsoever, direct, or indirect, known or unknown, that may result as a result of the Recipient's work, participation and activities related to this Grant.
Section 11. Indemnity Agreement
To the full extent permitted by law, the Recipient and its directors, officers, agents, employees, representatives, successors and assigns, agree to indemnify and hold Releasees harmless for all bodily injury, personal injury, illness, death, property damage or other losses of any kind or nature whatsoever, direct or indirect, known or unknown, including attorney's fees and costs of litigation that result to anyone else or any other entity because of Recipient's actions or omissions related to the Project or any breach by Recipient of this Agreement. This includes lone acts or omissions by the Recipient as well as the combined acts of the Recipient with others.
Section 12. No Third-Party Beneficiaries
Nothing in this Agreement shall be construed to give any person or entity other than the Parties to this Agreement any legal or equitable claim, right or remedy; rather, this Agreement is intended to be for the sole and exclusive benefit of the Parties hereto.
Section 13. Survival of Terms
The intellectual property rights, including the rights to use photos, digital, audio and video materials, agreed to in this agreement are perpetual. The releases are perpetual. The agreement to maintain Proprietary Information confidential is perpetual. The Non-Disparagement clause survives for two years following the last disbursement of funds from BFAS to Recipient. 4 Docusign Envelope ID: D2C58DD6-4BD3-463C-AAC8-041AC31EBAEC Section 14. Other Terms
The provisions in this Agreement bind the successors and assigns of Recipient. Each term of this Agreement is material. Recipient agrees that in the event that any clause or provision of this agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not otherwise affect the remaining provisions of this agreement. This is the entire agreement between the Parties and supersedes any other verbal or written statements, representations, or promises.
This Agreement shall not be construed to constitute any form of partnership, agency, or joint venture between BFAS and Recipient. Neither Party is responsible in any way for the debts of the other or any other party, or any breach of any law, rule, regulation, complaint, grievance, custom, or guideline of the other. Neither Party has authority to bind the other to any contractual or other agreements and in no event shall either Party represent or hold itself out as acting on behalf of the other Party hereto.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah. Any disputes arising out of or related to this Agreement will be resolved in a Utah State Court of competent jurisdiction in Kane County, Utah.
[The remainder of this page is left intentionally blank. The signature page follows.] Docusign Envelope ID: D2C58DD6-4BD3-463C-AAC8-041AC31EBAEC By signing below, Recipient and Best Friends acknowledge and agree to the terms of this Agreement. If signing electronically, the Parties acknowledge that they have read this Agreement and indicate their intent to electronically sign and be bound by the terms and conditions therein.
They agree that their electronic signatures are intended to authenticate this writing and to have the same force and effect as a manual signature for purposes of validity, enforceability, and admissibility.
San Bernardino City Animal Control
• DocuSigned by:
By: kristine Watson
871A9E73B58A41F. Kristine Watson
Printed Name: _
Director of Animal Services
Title:
July 30, 2024
Date:
Best Friends Animal Society
By:
Printed Name: _
Title:
Date:
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