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HomeMy WebLinkAboutSanta Clara County - Animal Sheltering Services DocuSign Envelope ID: 466CEBC9-2A3B-4206-A78C-2E3845BA59A0 AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND THE CITY OF GILROY FOR ANIMAL SHELTERING SERVICE S The County of Santa Clara ( C OUNTY ) , and t he City of Gilroy, a municipal corporation (CITY) enter into t his Agreement as of January 25 , 201 8 . RECITALS WHERE AS, CITY currently houses stray dogs at kennels maintained by the Gilroy Police Department for the duration of the required stray holding period, and WHEREAS, COUNTY receives and dispositions CITY dogs after the required holding period is satisfied, and WHEREAS, CITY and COUNTY have a Letter of Understanding and practice dating back to January 31, 1998 confirming that CITY will reimburse costs to COUNTY per animal transferred, and WHEREAS, CITY desires to secure animal shelter services for domestic ani mals found within the incorporated area of Gilroy , and WHEREAS, COUNTY has the necessary expertise and skill to perform those services and C proposal can best meet CITY NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. AGREEMENT DOCUMENTS T he documents forming the entire Agreement between CITY and COUNTY shall consist of: This Agreement; Exhibit A Scope of Services ; and Exhibit B Compensation If any discrepancies or inconsistencies between the provisions of this Agreement and any of the above - reference d Exhibits arise, the provisions of this Agreement prevail. This Agreement and the Exhibit s set forth above contain all of the agreements, representations, and understandings of the PARTIES hereto, and supersede and replace any previ ous understanding, commitments, or agreements, whether oral or written. 1 Agreement for Animal Page of 7 Sheltering Services with City of Gilroy DocuSign Envelope ID: 466CEBC9-2A3B-4206-A78C-2E3845BA59A0 2. SCOPE OF SERVICES COUNTY shall perform those services specified in detail in the attached Exhibit A, 3. TERM OF AGREEMENT This Agreement is effec tive from F e b r u a r y 1 , 201 8 to June 30 , 20 2 0 , unless otherwise terminated under Section 6 (TERMINATION) below. 4. COMPENSATION CITY shall pay COUNT Y for the costs of animal sheltering services under this Agreement . The terms, rate, and schedule of payment are set fo rth in the attached Exhibit B , entitled "Compensation". 5. TERMINATION 1 Termination Without Cause Either PARTY may terminate this Agreement, without cause, by giving not less than thirty (30) days written notice. 5 .2 Termination for Material Breac h Either PARTY may terminate the Agreement in the event of breach of material obligations under this Agreement immediately upon written notice. 5 .3 Termination The Chief of Police of the CITY is empowered to terminate this Agreement on behalf o f CITY . The County Director of the Consumer Environmental Protection Agency, or authorized designee, may terminate this Agreement on behalf of the County. 5 .4 Consequences of In the event of termination, COUNTY shall make reasonable and goo d faith efforts to deliver to CITY records for animals sheltered by COUNTY under this Agreement in a timely manner . COUNTY shall refund the CITY a prorated amount of funds based on the time remaining in the fiscal year. 6. I N DEMNIFICATION City shall indemn ify, defend, and hold harmless the County, its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with this Agreement by City and/or its agents, employees or sub - contractors, excepting only los s, injury or damage caused by the sole negligence or 2 Agreement for Animal Page of 7 Sheltering Services with City of Gilroy DocuSign Envelope ID: 466CEBC9-2A3B-4206-A78C-2E3845BA59A0 willful misconduct of personnel employed by the County. It is the intent of the Parties to this Agreement to provide the broadest possible coverage for the County. City shall reimburse the County for a and liabilities incurred with respect to any litigation in which the City contests its obligation to indemnify, defend and/or hold harmless the County under this Agreement and does not prevail in that contest. 7. WAIVER PARTIES agree that waiver of any breach or violation of any provision of this Agreement shall not be deemed to be a waiver of any other provision or a waiver of any subsequent breach or violation of the same or any other provision. 8. INDEPENDENT CONTRAC TOR COUNTY , in the performance of this Agreement, is an independent contractor. COUNTY shall maintain complete control over all of COUNTY 's employees, any subcontracting subcontractors, and COUNTY 's operations. Neither COUNTY nor any person retained by CO UNTY may represent, act, or purport to act as the agent, representative or employee of CITY . Neither COUNTY nor CITY is granted any right or authority to assume or create any obligation on behalf of the other. 9. COMPLIANCE WITH LAWS PARTIES shall comply with all applicable laws, ordinances, codes and regulations (collectively, "laws") of the federal, state and local governments, including without limitation, any and all laws specified elsewhere in this Agreement. 10. PARTIES shall avo id all conflict of interest or the appearance of conflict of interest in performance of this Agreement. 11. NONDISCRIMINATION PARTIES agree that it shall not discriminate against, or segregat e , any person, on account of race, sex, color, age, religion, se xual orientation, actual or perceived gender identity, disability, ethnicity, national origin, marital status, or family status, in connection with or related to the performance of this Agreement. 12. CONFIDENTIAL INFORMATION All data, documents, discussio ns or other information developed or received by or for PARTIES in performance of this Agreement, are confidential and must not be disclosed 3 Agreement for Animal Page of 7 Sheltering Services with City of Gilroy DocuSign Envelope ID: 466CEBC9-2A3B-4206-A78C-2E3845BA59A0 to any person except as authorized by written consent of the other PARTY , or as required by law. 13. COUNTY 'S RECORD S 13 . 1 Maintenance during Term COUNTY shall maintain records, including any ledgers, books of account, invoices, vouchers, canceled checks, and other documents evidencing or relating to charges for services, or expenditures and disbursements charged to CITY for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to COUNTY pursuant to this Agreement. 13 .2 Maintenance after Term COUNTY shall maintain all documents which demonstrate performance und er this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. 14. ASSIGNABILITY The PARTIES agree that COUNTY expertise and experience are material consi derations for this Agreement. COUNTY may not assign the performance of any obligation or interest under this Agreement , except as authorized under Section 16 on . 15. SUBCONTRACTORS 1 5 . 1 Authorized Notwithstanding Sec tion 15 (ASSIGNABILITY) above, COUNTY may use subcontractors in performing COUNTY COUNTY shall be responsible for directing the work of the approved subcontractors and for any compensation due to subcontractors. 16. GOVERNING LAW This Agreemen t must be construed, and its performance enforced under California law. 17. VENUE In the event that either PARTY brings suit , the PARTIES agree that venue is vested in Santa Clara County Superior Court or United States District Court, Northern District of C alifornia, San Jos é , California. 4 Agreement for Animal Page of 7 Sheltering Services with City of Gilroy DocuSign Envelope ID: 466CEBC9-2A3B-4206-A78C-2E3845BA59A0 18. NOTICE All notices and other communications required or permitted to be given under this Agreement must be in writing and must be personally served, or mailed, postage prepaid via U.S. mail, or sent via courier service , addressed to the respective parties as follows: CITY: Gabriel Gonzalez - City Administrator City of Gilroy 7301 Hanna Street Gilroy, CA 95020 408/ 846 - 0300 COUNTY : Program Manager County of Santa Clara Animal Care and Control 80 Highland Avenue, B uilding K San Martin, CA 95046 Notice will be effective on the date personally delivered or if sent by courier service, on the date of receipt. If mailed , notice will be effective three (3) days after deposit in the mail. The PARTIES may change their res pective addresses in accordance with the provisions of this Section. 19. MISCELLANEOUS 2 1 .1 Survival of Provisions If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless shall remain enforceable. 2 1 .2 Ass ignment Subject to the provisions of Section 15 (ASSIGNABILITY), this Agreement binds and inures to the benefit of the PARTIES and their respective successors and assigns. 2 1 .3 Headings The headings of the sections of this Agreement are inserted for conv enience only. They do not constitute part of this Agreement and are not to be used in its construction. // // // // // // // // // 5 Agreement for Animal Page of 7 Sheltering Services with City of Gilroy DocuSign Envelope ID: 466CEBC9-2A3B-4206-A78C-2E3845BA59A0 // // // // // // // 20. CONTRACT EXECUTION Unless otherwise prohibited by law or County policy, the parties agree that an el ectronic copy of a signed contract, or an electronically signed contract has the same force and tronic mail, or other electronic means of a copy of an original signed contract in a portable document format. an electronic signature using technology approved by the County. 6 Agreement for Animal Page of 7 Sheltering Services with City of Gilroy DocuSign Envelope ID: 466CEBC9-2A3B-4206-A78C-2E3845BA59A0 WITNESS THE EXECUTION HEREOF on the day and year first written above. CITY OF GILROY APPROVED AS TO FORM: CITY OF GILROY , a municipal corporation By : _________________________ By: _______ __________________ A N D R E W L . F A B E R , E S Q . GABRIEL GONZALEZ B e r l i n e r C o h e n , L L P City Administrator , City of Gilroy Date: _________________________ Date: _________________________ COUNT Y OF SANTA CLARA APPROVED: By: _________________________ B y: _________________________ MIRIAM SINGER J O ZIENTEK Chief Procurement Officer Director , Consumer and Environmental Protection Agency Date: _________________________ Date: _________________________ APPROVE D AS TO FORM AND LEGALITY : By: _________________________ JAVIER SERRANO Deputy County Counsel Date: __ _______________________ 7 Agreement for Animal Page of 7 Sheltering Services with City of Gilroy DocuSign Envelope ID: 466CEBC9-2A3B-4206-A78C-2E3845BA59A0 EXHIBIT A SCOPE OF SERVICES COUNTY shall provide: 1. Shelter ing of abandoned, impounded, lost or stray domestic animals found in the incorporated are of Gilroy; 2. Quarantine of biting domestic animals; 3. Provision for reclaim o f abandoned, lost or stray domestic animals during established business hours; 4. Euthanization and disposal of abandoned, lost, impounded, or stray domestic animals that are unclaimed by their owners and are deemed unfit for adoption, rescue or return - to - fi eld; and 5. Return - to - field of feral and community cats after sterilization and vaccination. 6. Owner - relinquished animals and confiscated animals will be accepted on approval of the Manager after considering shelter population , space available, and costs . As part of the Shelter Services, COUNTY shall provide the following veterinary services: 1. Provision of veterinarian services during established business hours to treat and provide veterinarian care to stray, injured, or sick dogs, cats, and other impounded domestic animals; 2. Monitor quarantined animals; and 3. Access to low - cost spay/neuter services as provided to residents of the unincorporated areas of Santa Clara County. COUNTY shall provide sheltering and veterinary care of domestic animals during normally staffed hours, which are Monday thru Friday from 8:00 am thru 6:00 pm and Saturday and Sunday from 8:00 am thru 5:00 pm. Services will not be available on COUNTY holidays, however, CITY based on availability . Only dogs that appear to be free of injury kennels by authorized GILROY staff. Dogs that are not bright, alert and active, have open wounds, broken limbs or have been hit by a car must be taken to an emergency veterinarian at th expense, but may be transported to the shelter by the CITY during operational hours for continued care. A - 2 DocuSign Envelope ID: 466CEBC9-2A3B-4206-A78C-2E3845BA59A0 Animals taken into custody by GILROY that are to be impounded by COUNTY are to transported promptly and humanely , and shall be made available for owner redemption as required by law . Animals requiring a quarantine hold will be made available following the quarantine period. Whenever an animal is impounded with identification, COUNTY impoundment. Under any other circumstance which CITY requests that an animal not be made available for reclaim, adoption, rescue or return - to - field must be approved by the Animal Control Program Manager prior to impoundment. COUNTY will require an address (in the case of cats) or a street and cross street (in the case of all other animals) where each animal wa s found from both GILROY and it s residents, prior to accepting an animal for impound. COUNTY may collect fees from the public in connection with a por tion of Animal Sheltering Services provided under this agr eement and as consistent with the County Ordinance , includ ing but not limited to impound, boarding and quarantine fees. These fees shall be at the rates established by COUNTY . Add itional Services 1. Dead Animal Removal and subject to the availability of COUNTY resources to provide services , COUNTY shall provide remov al of deceased animals from public property in the incorporated area s of Gilroy for disposal at a rate of $7 0 for each pick up. A pick up shall be a single animal weighing not more than 100 pounds and where special ized equipment is not necessary to pick up and remove the animal . COUNTY will provide CITY with an accounting of pick - up activity for reimbursement on a mo nthly basis. COUNTY shall make reasonable efforts to remove deceased animals in a timely fashion, with a goal of removal within 48 hours of receipt of the request . CITY shall give COUNTY 30 days written notice to commence or terminate this additional serv ice. A - 2 DocuSign Envelope ID: 466CEBC9-2A3B-4206-A78C-2E3845BA59A0 EXHIBIT B COMPENSATION Invoicing and Payment 1 . Payment to COUNTY For Animal Sheltering Services provided by COUNTY to the CITY U nder this A greement, CITY shall pay COUNTY for the costs of animal shelter and other services for the period of F e b r u a r y 1 , 201 8 through June 30 , 20 2 0 at the following rate: 5Ò; C;,©Ò©ä  r  C ; , © Ò  © ä r   Wғ; r  Å  r 5Ò; WҌä r  WҌä r   Wғ; r   r 5Ò; WҌä r  WҌä r   Wғ; r  r  In addition, at CIT resources to provide services, COUNTY shall provide removal of deceased animals from public property in the incorporated areas of Gilroy for disposal at a rate of $70 for each pick up. B - 1 DocuSign Envelope ID: 466CEBC9-2A3B-4206-A78C-2E3845BA59A0