HomeMy WebLinkAboutA-2003-007' - oo3-oo7
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AGREEMENT FOR PROVISION OF
ANIMAL CARE SHELTER SERVICES
BETWEEN
COUNTY OF ORANGE
AND
CITY OF SANTA ANA
FEBRUARY 5, 2003 THROUGH JUNE 30, 2003
THIS AGREEMENT entered into this 5th day of February, 2003, which date is enumerated for
purposes of reference only, is by and between the COUNTY OF ORANGE, a political subdivision of the
State of California (COUNTY) and the CITY OF SANTA ANA, a municipal nonprofit corporation
(CITY). This Agreement shall be administered by the County of Orange Health Care Agency
(ADMINISTRATOR).
WITNESSETH:
WHEREAS, CITY provides Animal Control/Shelter Services to residents of CITY; and
WHEREAS, CITY wishes to contract with COUNTY for the provision of the Animal Care Shelter
Services described herein; and
WHEREAS, COUNTY is willing and able to provide such services on the terms and conditions
hereinafter set forth:
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
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II.
III.
IV.
V.
VI.
VII.
VIII.
IX.
PARAGRAPH
CONTENTS
PAGE
Title Page .................................................................................................................................
Contents ...................................................................................................................................
Referenced Contract Provisions ..............................................................................................
Alteration of Terms .................................................................................................................
Indemnification ........................................................................................................................
Notices .....................................................................................................................................
Severability ..............................................................................................................................
Status of the Parties .................................................................................................................
Term .........................................................................................................................................
Termination .............................................................................................................................
Third Party Beneficiary ...........................................................................................................
Waiver of Default or Breach ...................................................................................................
Signature Page .........................................................................................................................
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EXHIBIT A
I. Conformity of Laws or Regulations ........................................................................................
II. Financial/Operational Advisory Board ...................................................................................
llI. Payments ..................................................................................................................................
IV. Records ....................................................................................................................................
V. Services to be Provided by County .........................................................................................
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REFERENCED CONTRACT PROVISIONS
Term: February 5, 2003 through June 30, 2003
Notices to COUNTY and CITY:
COUNTY:
CITY:
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County of Orange
Health Care Agency
Deputy Agency Director for Regulatory Health Services
405 West 5th Street, 7th Floor
Santa Ana, CA 92701-4637
and
County of Orange
Health Care Agency
Contract Development and Management
405 West 5th Street, Suite 600
Santa Ana, CA 92701-4637
City Manager
City of Santa Ana
20 Civic Center Plaza, M-31
Santa Ana, CA 92701
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I. ALTERATION OF TERMS
This Agreement, together with Exhibit A attached hereto and incorporated herein by reference, fully
expresses all understanding of COUNTY and CITY with respect to the subject matter of this Agreement,
and shall constitute the total Agreement between the parties for these purposes. No addition to, or
alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless made in
writing and formally approved and executed by both parties.
II. INDEMNIFICATION
A. Neither COUNTY nor any officer or employee thereof shall be responsible for any damage or
liability occurring by reason of anything done or omitted to be done by CITY under or in connection
with any work, authority or jurisdiction delegated to CITY under this Agreement. It is also understood
and agreed to that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and
hold COUNTY harmless from any liability imposed for injury (as defined in Government Code
Section 810.8), including attorneys fees and costs, occurring by reason of anything done or omitted to be
done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under
this Agreement.
B. Neither CITY nor any officer or employee thereof shall be responsible for any damage or
liability occurring by reason of anything done or omitted to be done by COUNTY under or in connection
with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is also
understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall fully defend,
indemnify and hold CITY harmless from any liability imposed for injury (as defined by Government
Code Section 810.8), including attorneys fees and costs, occurring by reason of anything done or omitted
to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to
COUNTY under this Agreement.
III. NOTICES
A. Unless otherwise specified, all notices, claims, correspondence, reports and/or statements
authorized or required by this Agreement shall be effective:
1. When written and deposited in the United States mail,&~first class postage prepaid and
addressed as specified on Page 3 of this Agreement; or
2. When faxed, transmission confirmed; or
3. When sent by electronic mail; or
4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel
Service, or other expedited delivery service.
B. Termination Notices shall be addressed as specified on Page 3 of this Agreement and shall be
effective when faxed, transmission confirmed, or when accepted by U.S. Postal Service Express Mail,
Federal Express, United Parcel Service, or other expedited delivery service.
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C. Each party shall notify the other party, in writing, within twenty-four (24) hours of becoming
aware of any occurrence of a serious nature which may expose either party to liability. Sfich occurrences
shall include, but not be limited to, accidents, injuries, or acts of negligence, or loss or damage to any
County property in possession of CITY.
D. For purposes of this Agreement, any notice to be provided by COUNTY may be given by
ADMINISTRATOR.
IV. SEVERABILITY
If a court of competent jurisdiction declares any provision of this Agreement or application thereof
to any person or circumstances to be invalid or if any provision of this Agreement contravenes any
Federal, State, or County statute, ordinance, or regulation, the remaining provisions of this Agreement or
the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain
in full force and effect, and to that extent the provisions of this Agreement are severable.
V. STATUS OF THE PARTIES
COUNTY shall at all times be deemed to be an independent contractor and shall be wholly
responsible for the manner in which it performs its duties under this Agreement. Nothing herein
contained shall be construed as creating the relationship of employer and employee, or principal and
agent, between CITY and COUNTY or any of their respective agents, subcontractors, or employees.
COUNTY assumes exclusively the responsibility for the acts of its employees. COUNTY and its
employees shall not be entitled to any rights and/or privileges of CITY employees, and shall not be
considered in any manner to be CITY'S employees. Likewise, CITY assumes exclusively the
responsibility for the acts of its employees, and they shall not be considered in any manner to be
COUNTY'S employees.
VI. TERM
A. The term of this Agreement shall commence and terminate as specified on Page 3 of this
Agreement, unless otherwise sooner terminated as provided in this Agreement; provided, however,
COUNTY shall be obligated to perform such duties as would normally extend beyond this term,
including but not limited to, obligations with respect to confidentiality, indemnification, audits, reporting
and accounting.
B. It is the intent of both parties to enter into a new agreement, effective July 1, 2003. However, if
a successor Agreement between the parties is not in force by July 1, 2003, and no notice of non-renewal
has been given by either CITY or COUNTY in accordance with the Termination paragraph of this
Agreement, the term of this Agreement shall be automatically extended for a 180-day period through
December 31, 2003.
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VII. TERMINATION
A. If either party determines not to renew this Agreement, written notice shall be given to the other
party no later than April 30, 2003.
B. Any obligation of COUNTY under this agreement is contingent upon the following:
1. Inclusion of sufficient funding for the services hereunder in the applicable budgets approved
by the Board of Supervisors.
2. In the event such funding is subsequently reduced or terminated, COUNTY may terminate
this agreement upon thirty (30) days written notice given to CITY.
VIII. THIRD PARTY BENEFICIARY
Neither party hereto intends that this Agreement shall create rights hereunder in
including, but not limited to, any subcontractors or any clients provided services hereunder.
third parties
IX. WAIVER OF DEFAULT OR BREACH
Waiver of any default shall not be considered a waiver of any subsequent default. Waiver of any
breach of any provision of this Agreement shall not be considered a waiver of any subsequent breach.
Waiver of any default or any breach shall not be considered a modification of the terms of this
Agreement.
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IN WITNESS WHEREOF, the CITY OF SANTA ANA, by motion duly adopted by its City
Council, caused this Agreement to be signed by its City Manager and attested by its Clerk, and the
COUNTY OF ORANGE by order of its Board of Supervisors, has caused these presents to be
subscribed by the Chair of said Board and this seal of the said Board to be affixed thereto and attested by
the Clerk of said Board.
IN WITNESS WHEREOF, the parties have executed this Agreement, in the County of Orange,
State of California.
COUNTY OFORANGE
BY: **~'~*~t~~~
CHAIRMAN OF THE BOARD OF SUPERVISORS
CITY OF SANTA ANA
a municipal,,eorpgration ~
BY: ~~~a..,~
CITY MANAGER
SIGNED AND CERTIFIED THAT A COPY ATTEST:
OF THIS DOCUMENT HAS BEEN DELWERED
TO THE CHAIRMAN OF THE BOARD. ~.,(7;;~
DARLENE J. gLOOM Date CITY CLERK
Clerk of the Board of Supervisors
of Orange County, California
Date
APPROVED AS TO FORM
OFFICE OF THE COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
BY: ~y.
DEPUTY
Date
APPROVED AS TO FORM:
CITY ATTORNEY
ASSISTANT CITY ATTORNEY Date
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EXHIBIT A
TO AGREEMENT WITH
CITY OF SANTA ANA
ANIMAL CARE SHELTER SERVICES
FEBRUARY 5, 2003 THROUGH JUNE 30, 2003
I. CONFORMITY OF LAWS OR REGULATIONS
A. CITY shall, during the term of this Agreement, follow COUNTY'S ordinance including any
amendments, relating to the redemption and disposal of impounded animals. In addition, CITY shall
adopt a fee schedule relating to the redemption and disposal of impounded animals which shall be
identical with the COUNTY fee schedule, including any amendments thereto. For purposes of this
Agreement, COUNTY fees relating to redemption and disposal effective August 1, 2002, shall be in
effect for the term of this Agreement.
B. CITY shall comply with administrative procedures adopted by COUNTY designed to document
the receipt of an animal by COUNTY, including the execution of receipts and animal history records.
II. FINANCIAL/OPERATIONAL ADVISORY BOARD
The parties agree that there shall be a Financial/Operational Advisory Board to advise COUNTY'S
Director of Animal Care Services on financial and operational matters and to assess cost recovery
options for future years. The Financial/Operational Advisory Board shall be made up of seven (7)
members, four (4) members appointed by the Orange County League of Cities and three (3) members
appointed by COUNTY.
III. PAYMENTS
A. BASIS FOR PAYMENT -- CITY shall pay COUNTY for actual start-up costs and actual costs
of providing Animal Care Shelter Services.
B. PAYMENT METHOD
1. Start-Up -- In consideration for COUNTY start-up of Animal Care Shelter Services to
CITY, including costs necessary for data sharing, CITY shall make. a,Start-Up Provisional Payment to
COUNTY in the amount of $135,500.
2. Shelter Services -- In consideration for the Animal Care Shelter Services provided by
COUNTY for animals impounded within the corporate limits of the City of Santa Ana during the term of
this Agreement, CITY shall make a Shelter Services Provisional Payment to COUNTY in the amount of
$287,982.
3. The total combined provisional payment of $423,482 shall be paid to COUNTY in two (2)
equal installments, each equal to fifty percent (50%) of the total. The first installment shall be due
March 30, 2003, and the second shall be due June 30, 2003.
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4. If payment is not received by COUNTY within thirty (30) days after the due date,
COUNTY may cease providing any further service under this Agreement and may satisfy the
indebtedness in any manner prescribed by law.
5. CITY shall not be called upon to assume any liability for the direct payment of any salaries,
wages or other compensation to any COUNTY personnel performing services hereunder for COUNTY,
or any liability other than provided for in the Agreement. CITY shall not be liable for compensation or
indemnity to any COUNTY employee for injury or sickness arising out of his or her employment.
6. In the event this Agreement is extended in accordance with the Term paragraph of this
Agreement, CITY shall make monthly provisional payments to COUNTY in an amount equal to one
twelfth (1/12) of the Shelter Services Provisional Payment amount indicated in subparagraph III.B.2.
above. Such payment shall be due no later than thirty (30) days after the month in which services were
provided.
C. DETERMINATION OF ACTUAL COST OF SERVICES
1. COUNTY agrees to collect and maintain expenditure and workload data to be used to
determine the actual cost of start-up and Animal Care Shelter Services provided to CITY during the term
of this Agreement.
2. Start-Up -- CITY'S Actual Start-Up Costs shall be the actual costs incurred by COUNTY to
accommodate CITY animals at COUNTY'S Animal Care Shelter.
3. Shelter Services -- CITY'S Actual Animal Care Shelter Services Costs shall be determined
by applying CITY'S percentage of animal charge days, for animals impounded from within the corporate
limits of Santa Ana and animals received from residents of CITY, to COUNTY'S Total Actual
Expenditures (including indirect charges) for providing all Animal Care Shelter Services within
COUNTY. An animal charge day is defined here as each day or portion of a day that an animal is
housed at COUNTY'S Animal Shelter. COUNTY'S Total Actual Expenditures for shelter services shall
not include COUNTY expenditures for CITY Start-Up.
D. FEE REVENUE
COUNTY agrees to keep record of and to credit to CITY all fee revenue generated from animals
received from CITY residents or CITY or impounded within the corporate limits of CITY. Said revenue
credit shall be used to determine the Net Cost of Animal Care ~.Shelter Services described in
subparagraph IlI.E.2. below. ;'
E. ADJUSTMENTS TO PROVISIONAL PAYMENT
1. Start-Up Costs
a. If CITY'S Actual Start-Up Costs are less than the Start-Up Provisional Payment amount
specified in subparagraph III.B.1. above, then COUNTY shall credit the difference to CITY in a
subsequent agreement with COUNTY for Animal Care Services. COUNTY agrees to refund the
difference if CITY does not enter into a subsequent Agreement with COUNTY for Animal Care Shelter
Services.
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b. Actual Start-Up Costs greater than the Start-Up Provisional Payment amount specified
in subparagraph III.B. 1. above, shall be subject to CITY approval. If approved, COUNTY shall debit
the difference from CITY in a subsequent agreement with COUNTY for Animal Care Services. If CITY
does not enter into a subsequent agreement, COUNTY shall invoice CITY for the difference. If payment
is not received by COUNTY within sixty (60) days after the invoice is submitted, COUNTY may satisfy
the indebtedness in any manner prescribed by law.
2. Shelter Costs
a. CITY'S Actual Costs of Animal Care Shelter Services, as described above, shall be
reduced by the total amount of fee revenue generated from CITY, as described in subparagraph III. D.
above, to determine the Net Cost of Animal Care Shelter Services.
b. If the Net Cost of Animal Care Shelter Services is less than the Shelter Services
Provisional Payment amount indicated in subparagraph III.B.2. above, then COUNTY shall credit the
difference to CITY in a subsequent agreement with COUNTY for Animal Care Services. COUNTY
agrees to refund the difference if CITY does not enter into a subsequent Agreement with COUNTY for
Animal Care Shelter Services.
c. If the Net Cost of Animal Care Shelter Services is greater than the Provisional Payment
amount indicated in subparagraph III.B.2. above, then COUNTY shall debit the difference from CITY in
a subsequent agreement with COUNTY for Animal Care Services. If CITY does not enter into a
subsequent agreement, COUNTY shall invoice CITY for the difference. If payment is not received by
COUNTY within sixty (60) days after the invoice is submitted, COUNTY may satisfy the indebtedness
in any manner prescribed by law.
3. COUNTY agrees to complete the calculation of the Actual Start-Up Costs and Net Cost of
Animal Care Shelter Services, and to credit or refund any overpayment by CITY, or invoice CITY for
the additional amount owed by CITY, on or before December 31, 2003.
IV. RECORDS
All records created or received by COUNTY in accordance with this Agreement shall be COUNTY
records. COUNTY agrees to keep such books and records in such form and manner as the Auditor-
Controller of COUNTY shall specify. Said books and records shall be op.en for examination by CITY at
all reasonable times, i'
V. SERVICES TO BE PROVIDED BY COUNTY
A. COUNTY agrees, under the direction of COUNTY'S Health Care Agency Director or designee,
to provide CITY shelter for animals impounded by CITY. COUNTY'S Animal Shelter (Shelter) shall
receive animals from the public 365 days a year from 7:00 a.m. until 11:00 p.m. Stray animals shall be
accepted without charge. Owners who release their animals will be charged a fee. The Shelter shall be
open to the public to locate lost pets or for pet adoption during hours determined by COUNTY. A low
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cost vaccination clinic will be held the first Tuesday of each month, or at such other time as designated
by COUNTY, at the Shelter.
B. The Shelter shall receive animals from CITY animal control officers, at times arranged by
COUNTY. COUNTY shall coordinate this service and notify CITY of procedures and times for receipt
of these animals.
C. The Shelter shall retain dogs and cats in accordance with state laws in order for owners to
redeem them. Animals will be kept on public display to allow owner identification. When animals are
wearing identification, owners will be contacted by telephone and by mail. If animals are not redeemed
by their owners and adoption holds have not been placed, some may be made available for adoption for
an additional time period on a space available basis. Those, which are neither redeemed nor adopted,
will be euthanized and carcasses disposed of.
D. If CITY wishes to request additional retention days for healthy, non-aggressive animals
impounded within CITY such service may be requested in writing with sixty (60) days advance notice.
Such service will be provided to CITY upon written approval of COUNTY'S Health Care Agency
Director or designee. If agreed to, additional animal retention days will be offered on a space available
basis only. CITY shall pay charges for additional retention days at the same rate as for animal charge
days as defined in the Payments paragraph of Exhibit A to this Agreement.
E. Veterinary services shall be available seven (7) days per week. Veterinary staff shall perform
required euthanasia by lethal injection. Necropsies shall be performed on animals which die under
suspicious circumstances and at the request of law enforcement.
F. COUNTY shall furnish and supply all necessary labor, supervision, equipment, and supplies to
provide the services described in this Agreement. In all instances wherein special supplies, stationary,
notices, forms and the like are issued in the name of CITY, the same shall be supplied by CITY at its
own expense.
G. The method by which services are provided, the standard of performance, any other matters
incidental to the performance of such services, and the control of personnel so employed, shall be
determined by COUNTY. In the event of a dispute between the parties as to the extent of the duties and
functions to be provided hereunder, or the level and manner of performance of such services, the parties
shall meet in good faith to resolve their differences. In the event of an impasse, the decision of
COUNTY'S Health Care Agency Director or designee shall be final./.
H. To facilitate the performance of services hereunder, COUNTY shall have full cooperation and
assistance from CITY, its officers, agents and employees.
I. COUNTY agrees to maintain the Shelter in a humane manner and keep said premises in a clean
condition at all times, and that all services furnished by it hereunder shall be in accordance with the laws
of the State of California, and that it shall give required notices and use humane methods of care and
destruction of any animal coming under its jurisdiction.
J. COUNTY shall, for the term of this Agreement, provide notification to CITY residents upon
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adoption of a dog. The notification shall indicate that CITY resident is required to obtain a dog license
from CITY within 14 days of the adoption. CITY shall make its best efforts to provide, monthly,
updated dog licensing information to COUNTY.
K. ANIMALS RETAINED FOR CRIMINAL PROSECUTION - Animals which are being
retained in criminal prosecutions, except for violations of Animal Control regulations and/or ordinances
pursuant to this Agreement, are not to be construed as held pursuant to the services provided under this
Agreement; housing will be provided at the discretion of COUNTY and at COUNTY'S usual and
customary charges for such housing.
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