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HomeMy WebLinkAboutResolutions - 2020.07.02 - 33397MISCELLANEOUS RESOLUTION #20234 July 2, 2020 BY: Commissioner Penny Luebs, Chairperson, Health, Safety and Human Services Committee IN RE: PUBLIC SERVICES - ANIMAL SHELTER AND PET ADOPTION CENTER — PETSMART CHARITIES ADOPTION PARTNER AGREEMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen WHEREAS since 2011 the Oakland County Animal Shelter and Pet Adoption Center has been partnered with PetSmart Charities showcasing adoptable cats in local stores; and WHEREAS since October 2016 PetSmart has taken, for showcase and adoption in their stores, over 80 cats; and WHEREAS this outreach is invaluable to the adoption of these animals, putting them in a different location and therefore a different customer base; and WHEREAS the Oakland County Animal Shelter and Pet Adoption Center would like to continue this partnership for adoption of our homeless pets, and WHEREAS the agreement has been reviewed and approved through the County Executive's Contract Review Process. NOW THEREFORE IT BE RESOLVED that the Oakland County Board of Commissioners accepts the Adoption Partner Agreement with PetSmart Charities, Inc. BE IT FURTHER RESOLVED that the acceptance of this agreement does not obligate the County to any further commitment. Chairperson, on behalf of the Health, Safety and Human Services Committee, I move the adoption of the foregoing resolution. Commissioner enny Luebs, District #16 Chairperson;- Health, Safety and Human Services Committee HEALTH, SAFETY AND HUMAN SERVICES COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Miller absent. DocuSign Envelope ID', 34FBD5ED-D577-444E-9C64-8CE1A3915DD2 Adoption Partner Agreement This Adoption Partner Agreement ("Agreement") is entered into between PetSmart Charities Inc., an Arizona nonprofit corporation and tax-exempt public charity under Section 501(c)(3) of the Internal Revenue Code ("Code"), whose address is 19601 N. 37th Menlo, Phoenix, AZ 85027 ("Charities"), and Oakland County Animal Care dba Oakland Pet Adoption ('enter whose address is 1200 Telegraph Road, Building 43H. Pontiac, NII 48341 ("Adoption Partner"). Section I — PetSmart Charities Adoption Program A. Adootion Program. Charities agrees to permit Adoption Partner to participate in the Charities' adoption program ("Adoption Program") located at one or more PetSmart Charities Adoption Centers or other space at Pel Smart retail stores, or in the case of special events, locations specified by Charities ("Adoption Center"). The Adoption Program's sole Purpose is to help facilitate and provide a location to facilitate adoptions of clogs, cats, or other pets ("Pets"). Adoption Palmer acknowledges that in addition to its organization, other adoption agencies may also be permitted by Charities to hold mloptions at the same time and location as the Adoption Partner. B. Ado_nlion Policies. In addition to the terms and conditions contained in this Agreement, Adoption Partner acknowledges that it has received, and agrees that it and its employees and volunteers will comply with, any additional policies, procedures mud/or manuals (collectively the "Policies") as provided to Adoption Partner by Charities and/or PetSmart, tile. ("Petsmarl"), including any future changes to those policies, procedures and/or manuals. Charities reserves the right to amend such adoption policies in its sole and absolute discretion and will take reasonable steps to notify Adoption Partner of any changes. C, Adootion Process. Subject to this Agreement and applicable law. Adoption Partner will use its own adoption policies and procedures when offering Pets tin• adoption, and will make the final decision in (he adoption of a Pet. Adoption Partici shall retain ownership of each Pet until the adoption process for such Pet is complete. Adoption Partner will require an adoption release form or other similar document specified by Charities to be signed by the adopting party. D. Adontion Assistance. If annually agreed upon by Adoption Partner, Chm itizs, and PetSmort, Charities may. through its relationship with PetSmart, facilitate use of PetSmart employees to support the Adoption Center, which may include conducting adoptions, providing care for Puts, and maintaining the facilities. In such event, Adoption Partner hereby authorizes Charities and/or PetSmart to carry out those activities agreed upon and to provide all reasonably necessary training on Adoption Partner's practices, policies, and procedures. E. Adootion Center, Adoption Partner shall have the use of the Adoption Center lee of rent or costs. The Parties will mutually agree upon one or more Adoption Center locations and the date Adoption Partner will begin use of each Adoption Center. Additional locations may be added from time to time as deemed necessary by both Parties. Additional locations and/or change of locations can be accomplished upon written request by Adoption Partner and written approval of such request by Charities in its sole and absolute discretion. P. Damaee to Adootion Center. Adoption Partner will be responsible for any damage to the Adoption Center or related equipment caused by Adoption Partner. its staff, volunteers, Pots, or any other person or animal acting on m' under Adoption Partner's direction or control. Adoption Partner will, at its sole expense, maintain the Adoption Center in a dean, sanitary and orderly fashion and take preventative action to minimize the spread of conununicable diseases among Pets. Adoption Partner is responsible for ensuring that the area is clean, filly sanitized and disinfected prior to departure. G. Adoption Rewards. Charities may elect to provide certain monetary grants in conjunction with the Adoption Program ("Rewards"). Charities, in its sole and absolute discretion may determine the election, amount, modification, or termination of Rewards. Adoption Partner agrees to use such Rewards in the furtherance of its charitable purpose, specifically its Pet adoption program, or if permitted by Charities, other charitable purposes advancing animal welfare. Adoption Partner may not use Rewards for lobbying or political activities or any purpose not permitted by the Code. pc/Seen l i'6m hula, Inc. dJupli'm Ru Ula Ap,r nuvi/,^_018011-' DocuSign Envelope ID. 34FBD5ED-D577-444E-9C64-8CEIA3915DD2 If. Adoption Center Supplies. Cha rites may elect to provide products or pet food (collectively "Product") for use by Adoption Partner solely for the operation of the Adoption Center. Charities, in its sole and absolute discretion may determine the election, modification, or termination of Product. Adoption Partner understands and agrees that Product is provided in "as -is" condition and that Charities and PetSmart make NO WARRANTY, COVENANT OR REPRISI:NTATION, EXPRESSED OR IMPLIED, REGARDING THE PRODUCT, INCLUDING WITHOUT LFVlITATION, THEIR DESIGN OR MERCHANTABILITY OR FITNESS FOR PAR'T'ICULAR PURPOSE (EXCEPT CHARITIES WARRANTS IT HAS GOOD TITLE 10 THE PRODUCT AND CAN TRANSFER GOOD TITLE TO ADOPTION PARTNER). C'1-IARITIFS SHALL NOT BE LIABLE, FOR ANY DIRECT OR CONSEQUEN-1 IAL DAMAGES OR LOSSES SUFFERED OR INCURRED BY ADOPTION PARTNER OR A THIRD PARTY AS A RESULT OF THE: USE, OR CONSUMPTION OF THE PRODUCT. Adoption Partner waives any and all claims against and releases Charities or PetSmart front all liability associated with the use or consumption of the Product. Adoption Partner further understands and agrees that the U.S. Food and Drug Administration ("FDA") regulations specify that prolein derived front mammalian tissues is not to be used in ruminant feed and that the feeding of any pet food included with any Product to cattle or other ruminant animals is expressly prohibited by federal regulations. I. Reporting. Adoption Partner is required to submit the impact report(s) related to the Adoption Program specified by Charities along with any other information reasonably requested by Charities. J. Pet Eligibility. Except as specified in the Policies, all Pets must be spayed or neutered, and evaluated end deemed to be healthy, sale for interaction, adoptable, and in compliance with any applicable laws and regulations prior to placement in the Adoption Program. Pets showing or previously having shown any signs of aggression are strictly prohibited from the Adoption Program. Adoption Partner will isolate Pets at the first sign of illness or aggression and remove such Pets innnediately from the Adoption Center and PetSmart premises. K. Reuuest for Removal of Pct. Charities or its designee may require Adoption Partner to immediately remove a y Pet from the Adoption Center or PetSmart premises as may be reasonably necessary to comply with Charities' Adoption Policies, operate the Adoption Program, ensure the safety or well-being of any Pet or person, or comply with any applicable law or regulation, in Charites" sole discretion. L. F.nnnlovees and/or Volunteers. Adoption Partner agrees that Adoption Partner's employees who are working or facilitating adoptions in the Adoption Program must he at least 18 years old. Adoption Partners volunteers mull be at least ld years old and properly supervised by the Adoption Partner. Volunteers under the age of IS must always be accompanied and supervised by an adult. Adoption Partner and its employees and volunteers joust always maintain a clean, neat and protessional appearance, and conduct themselves in a professionol and courteous manner. Adoption Partner shall only permit its employees and volunteers to participate in the Adoption Program. M. Areement, Adoption Partner agrees to require all employees and volunteers working on behalf of Adoption Partner in conjunction with the Adoption Program to sign an agreement with Adoption Partner acknowledging that they are aware of and agree to comply with all policies, proceClu res and/manuals, including this Adoption Partner Agreement, and agreeing to waive all claims and liability against Charities and uu PetStt resulting from participation in the Adoption Program. N. Potential Removal. in the event Charities or PetSmart has any objection to any Adoption Partner employee or volunteer, Charities or PetSnnart shall have the right to require Adoption Partner to commence appropriate procedures to rennedy the basis of any such objection. Upon reasonable request, PetSmart or Charities, in its sole discretion, may require the removal of the employee or volunteer fion the Adoption Center or any other designated areas. 0. Prohibited Conduct. Adoption Parhat its employees, volunteers or agents, may not, directly or indirectly during or atter the ternn of this Agreement: I . Sell, gilt or generally compete with any of the products and/or services sold by PetSmart (such as grooming, pet training and veterinary services) while in the Adoption Center or on PetSmart premises. 2. Conduct fundraising activities while in the Adoption Center or on PetSmart premises, including directly soliciting donations; except Adoption Partner is welcome to collect donations through use of a donation collection canister located where adoptions are being performed. 3. Interfere in airy way with the conduct of the business of PetSmart Charities or any customer, tenant or occupant of the PetSnnart store or shopping center at any tine. Pel.S1 Inr .-Idnpoon Na"', Ao r,men/ v'(PS01 I_' DocuSign Envelope ID 34FBD5ED-D577-444E-9C64-8CE IA3915DD2 4. Allow any person or other organization to use its Adoption Group Number as assigned by Charities, its tax identification number, or participate in the Adoption Program using its name or identity. 5. Make, directly or indirectly, any negative statements, whether written or oral (including in any digital electronic formal) or disparage any of the following: Charities, PetSumrt Banfield Pel Hospital, or any customer, tenant or oeagmant of the PetSnumrt store or shopping center; PetSmat or Charities product, service, employee, representative, volunteer or agent; or the activities or reputations of any other organization participating in the Adoption Program. Section 2 — General Provisions A. Adoption Partner represents to Charities, as of the date of this Agreement anti at all times during the term, that: I. Adoption Partner is either: (i) an organization exempt from federal income tax. under Section 501(c)(0) of the Code, (ii) a governmental entity under Section 170(c)( I ) of the Code (hat will use any Rewards exclusively lar public purposes, or (iii) an "Indian tribal government," Under Section 7701(x)(40) ofthe Code, that is treated as a Slate that will use an)Rewnds exclusively for public purposes. 2. Adoption Partner holds and will maintain any and all licenses, permits and registrations necessary or appropriate to operate and fulfill Adoption Partner's mission. ;. Adoption Partner is in compliance (and will comply) with all applicable federal, state, local and tribal laws, regulations and other requirements. 4. Adoption Partner is not on any federal terrorism "watch list' and any Rewards will be used in compliance with all applicable anti-terrorist financing and asset control laws, statutes and executive orders. 5. Adoption Partner agrees that all representations or statements made by Adoption Partner in any application or any related conumnhications from or on behalf of Adoption Partner are true and accurate in all material respects. Adoption Partner will notify Charities promptly in writing of any changes in such representations or statements. B. Adoption Partner agrees to maintain adequate books and records and other financial documents showing compliance with this Agreement. During the term of the Agreement and for two years afterwards, C l uities may audit or review Adoption Partner's books and records to confirm Adoption Partner's compliance with the terms of the Agreement. Any such request will be made with at least len (10) business days' prior notice and during normal business hours. Following any such request, Adoption Partner will provide Charities with the requested records and will fully cooperate with Charities. During any such audit or review, Charities may, in its sole discretion, suspend participation in the Adoption Program anti withhold au)' unpaid Rewuds pending the oulconne of the audit or review. Adoption Vartner expressh� grants permission to Charities or its designees to discuss with, or request documentation $nm, thv-d parties about Adoption Partner related to performance under this Agreement. Adoption Partner agrees to cooperate with Charities in supplying additional information required for Chuitics to comply with governmental requests telated to this Agreement. In addition, Adoption Partner agrees to retain and make available all records for Pet licensing and registration, adoptions and adopter information, adoption policies and procedures, as well as any other records required by law related to any Pet or operation of the Adoption Center. C. Nothing in this Agreement is intended or will be construed to create any type of partnership. joint venture, employment, franchise or other similar relationship between the pities. Charities and Adoption Partner ore each independent entities and each will be solely responsible lar the acts and omissions of its respective officers, agents, employees, volunteers. and representatives and during and ager the term of the Agreement. D. Adoption Partner shall defend, indcnuhify and hold harmless Charities including its respective affiliates, directors, officers, managers, employees, representatives, agents, assigns and successors, from and against all costs, claims, losses, liabilities, property damage, bodily injury or death, or intellectual property infringement (including reasonable attorneys' tees and expenses), incident to nr arising out of Adoption Patuer's: breach of this Agrcennenl; willful misconduct or negligent act(s) or omission(s); receipt or use of the Rewards; participation in the Adoption Program, including injury Or damage caused by or involving Adoption Partner's Pets: possession, storage, use, consumption and disposal of any Product; employment and/or wurrker compensation claims; or violation of applicable law. Notwithstanding the foregoing, this provision shall not be applicable if Adoption Partner is a governmental entity and as such, is prohibited by law from indemnifying Charities. E. Adoption Partner agrees that it will not discriminate by reason of race, color, creed, religion, national Original, age, sexual orientation, disability, veteran status, gender. marital status or any other legally protected status. pell5um lL hunur.r, In, adupleni liu'(urr. Igreenman NM8tlll7 DocuSign Envelope ID 34FBD5ED-D577-444E-9C64-8CE1A3915DD2 Adoption Partner agrees that it will acknowledge Charities' support in any promotional materials, including websites and social media platforms. Adoption Partner must obtain prior wrillen approval by Charities and will provide Charitics at least len ( 10) business days to review, for quality control purposews, the proposed e. If Charities permits Adoplimn Partner use of its logo, such use is a limited, non-exclusive, revocable right to use. Adoption Partner may not use Charities' logo for any purpose other than the use permitted by Cha-ities, and Charities may immediately terminate use it it is determined by Charities to be unacceptable. Adoption Partner will not use either Charities' name or logo in a negative light or critical manner. Any right given to Adoption Partner for the use of Charities name or logo may not be transferred, assigned or subl icensed. G. Charities has the limited, non-exclusive, revocable right to publish, print, transmit, display m otherwise use Adoption Partner's name and logo. Such use may be in electronic or digital format (including e-mail, social media platforms or websites) or in printed form. Charities will not use Adoption Partner's name or logo in a negative light or critical manner. Charities' use of Adoption Partner's name or logo will be used only to support or further Charities' mission. H. If either party brings ar action to enforce its rights under this Agreement, the prevailing party may recover its expenses (including reasonable attorneys' tees) incurred in connection with the action and any appeal from the losing party. This Agreement shall remain in full force and effect until terminated by either Party as set forth herein. Either party may terminate this Agreement at any time, with or without cause, upon at least thirty 00) days written notice of such termination to the other party. Charities may immediately terminate this Agreement upon written notice to Adoption Partner it Charities determines, in its sole discretion, that Adoption Partner: has breached any term of this Agreement; is the subject of any legal, regulatory or media investigation or is engaged in any action in course that appears to be unprofcssimuk uncharitable, disreputable, or mthcrwise inappropriate; ceases to operate or materially and adversely changes its method ofoperation, is insolvent, or files for or is the subject ofany type of receivership, banluvptry or similar proceeding; or has not complied with the requirements of any other agreement with Charities. If Charities terminates this Agreement for cause, it may, in its sole and absolute discretion: withhold any pending or future Rewards; or revoke any Rewards not used in accordance with this Agreement and require that all previously provided Rewards be returned. This Agreement constitutes the entire agreement and understanding between the parties and supersedes all other prior and contemporaneous communications, discussions, understandings, negotiations, arrangements and agreements, whether written or oral, relating to the subject matter of this Agreement. This Agreement shall not be construed for or against any parte based on 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. This Agreement will not be effective until all information requested by Charities is provided by Adoption Partner and is fully executed. Charities and Adoption Partner each represent that the individuals signing are duly authorized to execute this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an enforceable original, but all of which together shall constitute one amt the same instrument. Facsimile and other electronic signatures shall be as effective and binding as original signatures. TO EVIDENCE TI IEIR AGREEMENT, the pities have executed and delivered this Adoption Partner Agreement, all effective as of the last date written below. "CHARITIES" PelSntatCharities, Inc. Signature: Name: Title: Dale: P"Y 1 ( 1u. I,,,. I rr ld ,plum Palmer .Ign-eme , 10180/ 12 "ADOPTION PARTNER" Oakland County Animal Care dba Oakland Per Adoption Center Signature: Name: Title: Date: Resolution #20234 July 2, 2020 Moved by Jackson seconded by Weipert the resolutions on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Hoffman, Jackson, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Middleton, Miller, Nelson, Powell, Quarles, Spisz, Taub, Weipert, Woodward, Zack, Gershenson. (20) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted (with accompanying reports being accepted). Y L'a- ET RESOLUTION 1 HRf<6 EXECUTIVE CHIEF QEPUTY COUNTY ACTING PURSUANT TO MCL 45.55gA (7) STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on July 2, 2020, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac, Michigan this 2nd day of July, 2020. Lisa Brown, Oakland County