20-2047ORDINANCE NO.20-2047
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR
DESIGNEE TO EXECUTE AN AGREEMENT BETWEEN THE CITY AND SUBARU OF
AMERICA, INC., PROVIDING GRANT FUNDING TO CITY’S ANIMAL SHELTER OF UP
TO $3100 FOR PET ADOPTIONS DURING THt MONTH OF OCTOBER. AND
GRANTING SUBARU AUTHORITY TO USE THE CITY OF DENTON ANIMAL SHELTER
NAME, LOGO, AND OTHER MARKS TO PROMOTE AN ADOPTION CAMPAIGN; AND
PROViDING AN EFFECTIVE DATE.
WHEREAS, Subaru of America, Inc, is conducting the 2020 Subaru Loves Pets marketing
campaign (“Program”) for the month of October; and
WHEREAS, Subaru seeks to donate $100 per dog or cat adopted from the City of Denton
Animal Shelter during the month of October, up to a total of §3 100 in return for the City sharing
adoptable dogs and cats for the campaign and at least one adoption story and allowing the use of the
City of Denton Animal Shelter name, logo, and any other marks for the limited purpose of
promoting the campaign; and
WHEREAS, the City Council deems it in the public interest to enter participate in the
Program; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations in the preamble of this ordinance are
incorporated herein by reference as true and as if fully set forth in the body of this ordinance.
SECTION 2. The City Manager or his designee is hereby authorized to execute the
attached Agreement between the City of Denton and Subaru of America, Inc.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
and seconded bTXTH{ aEriT;ordinance was TUIrbi:it= ££FaTdapp,oved
by the following vote a - rN : J J
Aye Nay Abstain Absent
,/Mayor Chris Watts:
Gerard Hudspeth, District 1 :
Keely G. Briggs, District 2:
Jesse Davis. District 3 :
John Ryan, District 4:
Deb Armintor, At Large Place 5
Paul Meltzer, At Large Place 6:
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PASSED AND APPROVED thi, th, b+b d,y ,f OC{,_,be,(. 2020
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CHRIS WATTS, MAYOR
Gerard Hudspeth, Mayor Pro Tem
ATTEST :
ROSA RIOS, CITY SECRETARY
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qAPPROVED AS TO LEGAL FORM:
AARON LEAL. CITY ATTORNEY
10/13/2020 Subaru Retailer Events
https://subaruretailerevents.com/CustomContracts/?LURL=dVZJakM2b1A1dlNLcDZhMVJiSHBpcTdNMzZHT2FRUzhmSUU5Z0ZtakVlWkRmU2UyMX…1/2
2020 Subaru Loves Pets Marketing Agreement
This Agreement (“Agreement”), effective as of October 07, 02020 (Effective Date”), is between Subaru of America, Inc., a
for profit corporation with a principal place of business at One Subaru Drive, Camden, NJ 08103 (“Subaru”) and Denton
Animal Services / Linda McNatt Animal Care and Adoption Center, a 501(c)(3) nonprofit organization with principal
place of business at 3717 N. Elm St., Denton, TX, 76207 (“Charity”). Subaru and/or Charity may be referred to as a
“Party” or collectively as the “Parties.”
In consideration of the mutual agreements and promises set forth herein and for other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Subaru is conducting a marketing campaign (the “Campaign”) in which, commencing on October 1, 2020 and continuing
through October 31, 2020 (the “Campaign Period”), Subaru and its Retailers will donate One hundred dollars ($100) for
every dog or cat adopted from the Charity, up to Three thousand one hundred dollars ($3,100) total (the “Donation”).
Among other things, Subaru and its Retailers will partner with the Charity to share adoptable dogs and cats of the day or
week to promote the Campaign, on platforms such as their social media channels, on the Retailer websites, and at the
Retailer locations through adoption events. Subaru and its Retailer have selected Charity to be the beneficiary of all
Donations based on dog and cat adoptions that are initiated during the Campaign Period. For the avoidance of doubt,
Charity shall be responsible to handle all aspects of the adoption process. Adoptions that occur during the Campaign
Period can be in person or virtual adoptions but must be initiated by October 31, 2020 and completed by November 14,
2020. Charity will provide a written accounting of the completed dog and cat adoptions in connection with the Campaign
and will include a minimum of one adoption story, including photos, that demonstrates its support of the Campaign.
Subaru will transfer the verified donation amount to Charity on or before January 15, 2021. Charity makes no
representation as to the status of such payments for federal, state, or local tax purposes with respect to Subaru, including
qualification as tax-deductible contributions.
2. Charity grants Subaru and it Retailers a limited, non-exclusive, non-assignable, non-transferable, royalty-free license to
use the Charity’s name, logo, and other marks as requested (the “Charity Marks”) for the sole purpose of promoting the
Campaign, and represents and warrants that it is the owner of the Charity Marks and possesses all rights to utilize the
Charity Marks without approval of any third party, and otherwise has the ability to perform its obligations hereunder. All
promotional materials, publicity, advertising or press releases relating to the Campaign that bear the Charity Marks must
be approved by Charity prior to publication or distribution in any manner, which approval shall not be unreasonably
withheld.
3. Each Party agrees to defend, indemnify and hold harmless the other Party and its respective parent and affiliates, and
each of their directors, officers, employees, agents, and representatives, from and against any and all actions, claims,
demands, liabilities, expenses and costs, including, without limitation, reasonable attorney’s fees and legal expenses
(collectively, “Claims”), which arise out of any third party claim in connection with (i) any breach of this Agreement or (ii)
the negligence or willful misconduct of the indemnifying Party in connection with indemnifying Party’s performance (or
failure to perform) under this Agreement. Notwithstanding the foregoing, the indemnifying shall have no obligation to
defend or indemnify the indemnified party against any Claims to the extent such Claims were the result of the indemnified
party’s own negligent or improper conduct. Each Party agrees to maintain adequate and sufficient insurance to assure
protection against any and all risks that exist pursuant to this Agreement.
4. Subaru and Charity agree to comply with all applicable laws and regulations required to perform this Agreement. Charity
represents that it is a registered 501(c)(3) tax-exempt nonprofit organization and is registered to solicit contributions in the
state where the Local Retailer is located.
10/13/2020 Subaru Retailer Events
https://subaruretailerevents.com/CustomContracts/?LURL=dVZJakM2b1A1dlNLcDZhMVJiSHBpcTdNMzZHT2FRUzhmSUU5Z0ZtakVlWkRmU2UyMX…2/2
5. Each Party represents and warrants that it has the right, power and authority to enter into this Agreement, grant the rights
and benefits herein described and satisfy the obligations hereunder.
6. This Agreement will be governed by the laws of the State of New Jersey, without regard to conflicts of laws principles,
and any dispute pertaining to the Agreement will be brought exclusively in a court of competent jurisdiction within the
State of New Jersey, County of Camden.
7. This Agreement shall constitute the complete understanding of the Parties and shall supersede all prior written or oral
agreements or understandings. This Agreement shall not be modified or amended except in writing signed by the
authorized representatives of each Party. Notwithstanding any other provision herein, this Agreement is not effective
unless and until the fully executed Agreement is received by Subaru.
8. The Agreement may be executed in one or more counterparts, each of which will be deemed an original, but together will
constitute one and the same instrument. A facsimile (or other copy made by reliable mechanical means) of a signed
Agreement may be relied upon as an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives on the dates
indicated below.
Denton Animal Services / Linda
McNatt Animal Care and Adoption
Center
Subaru of America, Inc.
Signature Signature
Gayla Nelsen Alan Bethke
Printed Name Printed Name
Volunteer Coordinator S.V.P - Marketing
Title Title
October 07, 2020 10/01/2020
Date Date
Gayla Nelsen