HomeMy WebLinkAboutAgreement - County of Santa Clara - Contract No. 24PD1307 - Animal Sheltering Services - Signed 2023-12-12Approved: 12/12/2023
DocuSign Envelope I D: 5F449E89-DBA9-471 4-8D67-B,870D21241 1 1
4. GOMPENSATION
CITY shall pay COUNTY for the costs of animal sheltering services under this
Agreement. ine terms, rate, and schedule of payment are set forth in the attached
Exhibit B, entitled "Compensation".
5. TERMINATION
5.1 Termination W¡thout Cause
Either PARfY may terminate this Agreement, without cause, by giving not less than
thirty (30) days written notice.
5.2 Termination for Material Breach
Either PARTY may terminate the Agreement in the event of breach of material
obligations under this Agreement immediately upon written notice.
5.3 Termination Authority
The Chief of Police of the CITY is empowered to terminate this Agreement on behalf of
CITY.
The County Director of Procurement, or their authorized designee, may terminate this
Agreement on behalf of the GountY.
5.4 Consequences of Termination
ln the event of termination, COUNTY shall make reasonable and good 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 fiscalyear.
6. INDEMNIFICATION
City shall indemnify, 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 loss, injury or damage caused by the sole negligence or
willful misconduct of personnel employed by the COUNTY. lt is the intent of the
PARTIES to this Agreement to provide the broadest possible coverage for the
COUNTY. CITY shall reimburse the COUNW for all costs, attorneys' fees,
expenses and liabilities incurred with respect to any litigation in which the CITY
contests its obligation to indemniff, defend and/or hold harmless the COUNTY
under this Agreement and does not prevail in that contest.
Agreement for Animal
Shelte ring Services with
City of Gilroy
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7. WATVER
PARTIES agree that waiver of any breach or v¡olation of any provision of this
Agreement shall not be deemed to be a waiver of any other provision or a u/aiver of any
subsequent breach or violation of the same or any other provision.
8. INDEPENDENTCONTRACTOR
COUNTY, in the performance of this Agreement, is an independent contractor.
COUNf{ shall maintain complete control over all of COUNTY's employees, any
subcontracting subcontractors, and COUNTY's operations. Neither COUNTY nor any
person retained by COUNTY may represent, act, or purport to act as the agent,
iepresentative 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. CONFLICT OF ¡NTEREST
PARTIES shall avoid 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 segregate, any person, on
account of ràce, sex, color, age, religion, sexual 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. CALIFORNIA PUBLIC RECORDS ACT
The COUNTY is a public agency subject to the disclosure requirements of the California
Public Records Act ('CPRA'). lf CITY's proprietary information is contained in
documents or information submitted to COUNTY, and CITY claims that such information
falls within one or more CPRA exemptions, CITY must clearly mark such information
'CONFIDENTIAL AND PROPRIETARY," and identiff the specific lines containing the
information. ln the event of a request for such information, the COUNTY will make best
efforts to provide notice to CITY prior to such disclosure, lf CITY contends that any
documen[s are exempt from the CPRA and wishes to prevent disclosure, it is required
to obtain a protective order, injunctive relief or other appropriate remedy from a court of
law in Santa Clara COUNTY before the COUNW is required to respond to the CPRA
Agreement for Animal Page 3 of 7
Shelte ring Services with
City of Gilroy
Docusign Envelope I D: 5F449E89-D849471 ¡l-8D67-B,870D212411 1
request. lf CITY fails to obtain such remedy within the time the COUNW is required to
respond to the CPRA request, COUNTY may disclose the requested information.
CITY further agrees that it shall defend, indemnifl and hold COUNTY harmless against
any claim, action or litigation (including but not limited to alljudgments, costs, fees, and
attorney's fees) that may result from denial by COUNTY of a CPRA request for
information arising from any representation, or any action (or inaction), by the CITY.
13. couNw's REcoRDs
13.1 Maintenance during Tcrm
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 under 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's expertise and experience are material
considerations for this Agreement. COUNTY may not assign the performance of any
obligation or interest under this Agreement, except as authorized under Section 16 on
"Su bcontractors" below.
15. SUBCONTRACTORS
I 5. I Authorized Suboontraotors
Notwithstanding Section 15 (ASSIGNABILITY) above, COUNTY may use
subcontractors in performing COUNTY's services. COUNTY shall be responsible for
directing the work of the approved subcontractors and for any compensation due to
subcontractors.
16. GOVERNING LAW
This Agreement must be construed, and its performance enforced under California law
Agreement for Animal
Shelte ring Services with
City of Gilroy
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17. VENUE
ln 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
California, San José, California.
18. NOTTCE
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 City Administrator
City of Gilroy
7301 Hanna Street
Gilroy, CA 95020
408/846-0300
COUNTY Program Manager
County of Santa Clara Animal Services
12425 Monterey Road
San MaÉin, CA 95046
Notice will be effective on the date personally delivered or if sent by courier service, on
the date of receipt. lf mailed, notice will be effective three (3) days after deposit in the
mail. The PARTIES may change their respective addresses in accordance with the
provisions of this Section.
19. MISCELLANEOUS
21.1 Survival of Provisions
lf any part of this Agreement is for any reason found to be unenforceable, all other pads
neve rtheless shall remain enforceable.
21.2 Assignment
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.
21.3 Headings
The headings of the sections of this Agreement are insefted for convenience only. They
do not constitute part of this Agreement and are not to be used in its construction.
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Agreement for Animal
Sheltering Seruices with
City of Gilroy
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20. CONTRACT EXECUTION
Unless otherwise prohibited by law or COUNTY policy, the parties agree that an
electronic copy of a signed contract, or an electronically signed contract has the same
force and legal effect as a contract executed with an original ink signature. The term
"electronic côpy of a signed contract" refers to a transmission by facsimile, electronic
mail, or other electronic means of a copy of an original signed contract in a poÉable
document format, The term "electronically signed contract" means a contract that is
executed by applying an electronic signature using technology approved by the
couNw.
Agreement for Animal
Sheltering Services with
City of Gilroy
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EXHIBIT A
SCOPE OF SERV¡CES
COUNTY shall provide:
1. Sheltering of abandoned, impounded, lost or stray domestic animals found in the
incorporated area of CITY;
2. Quarantine of impounded biting domestic animals;
3. Provision for reclaim of 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-field ;
5. Return-to-field of feral and community cats after sterilization and vaccination; and
6. Acceptance of owner-relinquished animals and confiscated animals on approval
of the COUNTY Animal Services Program Manager afrer consideration of shelter
population, space availability, and costs.
As part of the Shelter Services, COUNTY shall provide the following veterinary services:
1. 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. Monitoring of quarantined animals; and
3. Low-cost spayineuter 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 will have access to "night drop" kennels based on
availability. Only dogs that appear to be free of injury may be left in the "night drop"
kennels by authorized CITY 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 the CITY'S expense, but may be transported to the shelter by the CITY
during operational hours for continued care.
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Animals taken into custody by CITY that are to be impounded by COUNTY are to be
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. \Mrenever an animal is impounded with identification, COUNTY
will make reasonable attempt to notiff owners of the animal's impoundment. Under any
other circumstance which CITY requests that an animal not be made available for
reclaim, adoption, rescue or return-to-field, such request must be approved by the
Animal Services 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 was found from both CITY and its residents, prior to
accepting an animal for impound.
COUNTY may collect fees from the public in connection with a poftion of Animal
Sheltering Services provided under this agreement and as consistent with the County
Ordinance, including but not limited to impound, boarding and quarantine fees. These
fees shall be at the rates established by COUNTY.
DocuSign Envelope ID: 5FA49E89DBA9471 ¿l-BD67-B,870D21241'l I
EXHIBIT B
COMPENSATION
lnvoicing and Payment
l. Payment to COUNTY
For Animal Sheltering Services provided by COUNTY to the CITY Under this
Agreement, CITY shall pay COUNTY for the costs of animal shelter and other services
forthe period of July 1,2023through June 30,2026atthe following rate:
JulV 1, 2023 -June 30,2024 s1s0,000 Due August !L,2O23
Julv 1, 2024 - June 3O 2025 157,500 Due July t1.,2024
Julv 1. 2025 - June 30, 2026 L65,375 Due July tl,2025