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AGREEMENT BETWEEN MARICOPA COUNTY ANIMAL CARE AND CONTROL DEPARTMENT AND MESA COMMUNITY COLLEGE This CONTRACT made and entered into by and between Maricopa County, a body politic and corporate of the State of Arizona on behalf of the Maricopa County Animal Care and Control Department hereinafter referred to as “COUNTY” and Mesa Community College, located at 2411 West 14th Street Tempe, AZ 85281, referred to hereinafter as “CONTRACTOR”. For and in consideration of the mutual promises and covenants herein contained, the parties agree as follows: WITNESSETH WHEREAS, COUNTY receives a surplus of homeless animals every year some of which may be euthanized after held by the period prescribed by law; and WHEREAS, COUNTY wishes to reduce the number of animals that are euthanized within its facilities; and WHEREAS, COUNTY operates animal shelters where certain unadoptable or unwanted dogs and cats are euthanized; and WHEREAS, CONTRACTOR requires animals to perform certain medically-necessary procedures to allow students in the Veterinary Medicine Program to acquire experience in assisting in such procedures; and WHEREAS, CONTRACTOR possesses the necessary experience, training, facilities and veterinary practice license to perform such procedures. WHEREAS, CONTRACTOR has the personnel, facilities and experience to maintain these animals while in CONTRACTOR’s possession. NOW, THEREFORE, the parties hereto agree as follows: I - TERM This CONTRACT shall commence on January 1, 2017 and expire on December 31, 2019, unless terminated earlier as provided herein or further extended in accordance herewith. This agreement is effective on the date signed by both parties. The Agreement may be renewed for two (2) additional one (1) year terms upon the written agreement of the parties. CONTRACTOR shall give COUNTY written notice of its intent to renew at least forty- five (45) days prior to the Expiration Date. II - ENTIRE CONTRACT This document contains the entire CONTRACT between the parties and it may not be modified, amended, altered or extended except through a written amendment signed by the parties. 1 of 7 III – SCOPE A. GENERAL - VETERINARY SERVICES 1. Service Agreement. COUNTY may in its sole discretion provide the CONTRACTOR upon request animals that have been held for the period of time prescribed by law and are in need of specific veterinary medical procedures before being placed for adoption. CONTRACTOR will maintain and perform only medically necessary procedures on the animals. 2. Nature of Services to be Provided. The COUNTY may provide a limited number of animals to be housed in the CONTRACTOR’s facility temporarily, on an as-needed basis, for specific veterinary services which coincide with educational modules taught by the CONTRACTOR, such as but not limited to dental procedures spay and neuter, vaccinations, and grooming as regulated by the American Veterinary Medical Association. B. DUTIES OF COUNTY 1. The COUNTY reserves the right to deny release of any animal specified by CONTRACTOR for any reason. 2. COUNTY shall not provide transport service of specified animals to or from CONTRACTOR’s facility. COUNTY reserves the right to transport if imminent need of animal so demands. Animals will not be released directly by COUNTY from retail outlets or off-site events. 3. COUNTY shall inspect the CONTRACTOR’s facility as deemed necessary. 4. COUNTY shall remove animals from CONTRACTOR upon inspection if it fails to provide animals proper food; medical services, housing, confinement, or when poor sanitary conditions exist that may jeopardize the health and safety of the animals. 5. COUNTY may temporarily suspend this CONTRACT as a result of an inspection or non- compliance with the provisions of this CONTRACT until CONTRACTOR comes into compliance. CONTRACTOR shall be informed in writing of the reason for temporary suspension and shall be given five (5) business days from the date of the notice to respond in writing. 6. COUNTY shall retain the right to suspend this CONTRACT when the animal’s health and safety are deemed in jeopardy by the COUNTY or when the CONTRACTOR fails to stay in compliance with the provisions of this CONTRACT. C. DUTIES OF CONTRACTOR 1. CONTRACTOR shall request a specified number of animals to be housed in the CONTRACTOR’s facility temporarily, on an as-needed basis, for educational modules, including but not limited to dental procedures, spay and neuter, vaccinations, and grooming as regulated by the American Veterinary Medical Association. 2. CONTRACTOR shall transport animals specified by the COUNTY directly from the shelter designated by the COUNTY. CONTRACTOR shall transport specified animals to the CONTRACTOR facility within twenty-four (24) hours of the request for specific medical care. 2 of 7 3. CONTRACTOR shall request animals to be pulled from At Risk List to be released from COUNTY and take possession of the animals. 4. All animals shall be treated humanely in accordance with veterinary standards of practice set forth by the American Veterinary Medical Association. 5. CONTRACTOR shall make any and all premises where animals are sheltered and any animals under its care available for inspection by the COUNTY during business hours without prior notice. 6. CONTRACTOR shall comply with the provisions of the Arizona Veterinary Medical Examining Board Administrative Rules and statutes A.R.S. § 32-2201 et seq., as well as A.R.S.§ 13-2910 et seq. 7. No animal will be subject by CONTRACTOR, its agents, employees, or students, to any procedure that is not medically necessary or be caused to suffer unnecessarily. All procedures and treatment of animals will be performed under the direct supervision of a licensed veterinarian. 8. CONTRACTOR or any of CONTRACTOR’s associates, employees or students, if desiring to adopt a specific animal in their care received from COUNTY shall pay the prevailing adoption fee and be subject to all policies and procedures of the COUNTY Adoption Program. 9. CONTRACTOR shall return animals not adopted through contractor to COUNTY as soon as medically possible or upon request from the COUNTY to be placed for adoption. 10. CONTRACTOR shall conduct business with COUNTY during normal business hours unless COUNTY waives set hours for the benefit of COUNTY. 11. CONTRACTOR shall assume full and sole responsibility for the cost and maintenance of the animals received from COUNTY shelters, while specified animals are in CONTRACTOR’s possession. 12. CONTRACTOR shall report all bites to Maricopa County Animal Care and Control and quarantine any animal in accordance with Arizona Revised Statutes § 11-1014 (D). 13. CONTRACTOR shall keep and maintain complete books, medical records and any other applicable documentation concerning its performance of this CONTRACT, including the location of each animal and the address or the persons responsible for their care, which shall be made available for inspection and audit by COUNTY for a period of not less than three (3) years from the date the service is rendered. 14. CONTRACTOR shall execute the blanket waiver and release of liability form attached as Exhibit A for all animals in CONTRACTOR’s possession. 15. CONTRACTOR shall conduct themselves in a professional and courteous manner at all times when dealing with COUNTY, its officers, departments, employees and agents. CONTRACTOR shall refrain from relating information that casts COUNTY in a negative or false light. Any such misconduct by CONTRACTOR may be grounds for suspension or termination of this CONTRACT. 3 of 7 IV – NO COST AGREEMENT Neither party shall be responsible for any costs incurred by the other party in the performance of its duties and obligations under this CONTRACT. V - INDEPENDENT CONTRACTOR The status of CONTRACTOR shall be that of an independent CONTRACTOR and CONTRACTOR, including employees and agents, shall not be considered an employee(s) of Maricopa County and shall not be entitled to receive any benefits associated with regular employment, and will not be subject to the provisions of the Maricopa County Employee Merit System. VI - COMPLIANCE WITH ALL LAWS CONTRACTOR shall comply with all federal, state and local laws, rules, regulations, and professional standards, without limitation to those designated within this CONTRACT. The laws and regulations of Arizona shall govern the rights of the Parties, the performance of this CONTRACT and any disputes hereunder. Any action relating to this CONTRACT shall be brought in the appropriate Arizona court. Any changes in the rules and regulations during the terms of this CONTRACT shall apply, but do not require an amendment. VII – E-VERIFICATION OF EMPLOYEES CONTRACTOR warrants that they are in compliance with A.R.S. § 41-4401 and further acknowledges: (1) That they and their subcontractors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214, subsection A and shall keep a record of the verification for the duration of the employee's employment or at least three years, whichever is longer; (2) That a breach of a warranty under subsection 1 above, shall be deemed a material breach of the contract that is subject to penalties up to and including termination of the contract; (3) That the contracting government entity retains the legal right to inspect the papers of any contractor or subcontractor employee who works on the contract to ensure that the contractor or subcontractor is complying with the warranty provided under subsection 1 above and that the contractor agrees to make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection. (4) That nothing herein shall make any contractor or subcontractor an agent or employee of the contracting government entity. VIII – AMENDMENTS This agreement may be amended by written agreement of the Parties. 4 of 7 IX - INDEMNIFICATION To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of this Contract. Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The scope of this indemnification does not extend to the sole negligence of County. X - NON-ASSIGNMENT Any assignment or attempted assignment of this CONTRACT without the prior written consent of COUNTY shall be void. This CONTRACT shall be binding on any and all successors and assigns of CONTRACTOR. XI - NON-WAIVER The failure of either party to insist in any one or more instances upon the full and complete performance of any of the terms and conditions of this CONTRACT to be performed on the part of the other, or to take any action permitted as a result thereof, shall not be construed as a waiver or relinquishment of the right to insist upon full and complete performance of the same, or any other covenant or condition, either in the past or in the future. XII - TERMINATION Either party may terminate this CONTRACT at any time by giving 30 days written notice to the other party and by specifying the effective date. Upon termination of this CONTRACT all property of COUNTY in the possession of CONTRACTOR, including records and forms shall remain the property of COUNTY and shall be returned immediately to COUNTY. COUNTY may terminate this CONTRACT immediately when the life, health or safety of any animal is in jeopardy because of the actions or inactions of CONTRACTOR. Pursuant to A.R.S. §38-511, the County may cancel this Agreement without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the Agreement or any extension of the Agreement is in effect, an employee or agent of 5 of 7 any other party to the Agreement in any capacity or consultant to any other party of the Agreement with respect to the subject matter of the Agreement. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other party to the contract arising as the result of the Agreement XIII - NOTICES All notices provided for herein shall be in writing and sent by certified mail to the Parties at the following addresses: CONTRACTOR COUNTY Margaret E McConnell Mary Martin, Director Mesa Community College Maricopa County Animal Care & Control Maricopa County Community College District 2500 South 27th Avenue 2411 West 14th Street Phoenix Arizona 85009 Mesa Arizona 85281 IN WITNESS WHEREOF we have hereunto set our hands this day of , 20___. CONTRACTOR MARICOPA COUNTY By:___________________________ By:___________________________ Margaret E McConnell Chairman, Board of Supervisors Mesa Community College ATTEST: By:___________________________ Clerk of the Board of Supervisors APPROVED AS TO FORM: By: ____________________________ Attorney for Board of Supervisors 6 of 7