PETCO SUPPORT SERVICES, LLC AGREEMENT.PDF

GENERAL SERVICES CONTRACT
This CONTRACT made and entered into by and between Maricopa County, hereinafter
referred to as “COUNTY” and Petco Support Services, LLC, a limited liability company
organized in California and doing business in Arizona a foreign limited liability
company, 7115 16" Street East, Sarasota, FL 34243, 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 has the means to do mass mailing through its dog license renewal
mail outs.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I - TERM
The terms of this agreement will commence on July 1, 2016 and will continue for a
period of three (3) years with option of renewing the Agreement for two (2) additional
one (1) year terms. CONTRACTOR shall give COUNTY written notice of its intent to
renew at least forty-five (45) days prior to the Expiration Date.
ARTICLE IE - 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.
ARTICLE Il-SCOPE
A. DUTIES OF COUNTY
1. COUNTY may in its sole discretion allow Contractor to provide advertisements for
insertion in the COUNTY dog license renewal mailings. CONTRACTOR’s use of
COUNTY dog license renewal mailings for the purpose of advertisement is non-
exclusive.
2. COUNTY has established a fifty-seven cent ($.57) processing fee per advertisement
insert payable by CONRACTOR prior to insertion.
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COUNTY shall inform CONTRACTOR of the month(s) in the current calendar year
that the advertisements are scheduled for insertion in the dog license renewal
mailings and confirm the completion of the mailing. Insertion dates are estimated to
be on or about the 15" and last business day of each month.
COUNTY shall notify CONTRACTOR of the insert shipping address upon the full
execution of the Agreement.
COUNTY shall provide written notification to CONTRACTOR the number of
inserts placed in mailings each month and the billing total for the month served.
COUNTY does not endorse any company, organization, service or product
advertised.
B. DUTIES OF CONTRACTOR
1. CONTRACTOR shall assume full and sole responsibility for the cost of production
and delivery of the advertisements to Maricopa County Animal Care and Control’s
designated delivery point.
All advertisement must be animal-related in theme and content.
CONTRACTOR shall meet the following advertisement insert specifications:
a. All Approved Advertisement Inserts for the Agreement term must be
delivered to MCACC’s designated delivery point by the last day of the month
after the Agreement has been fully executed or within 15 days prior to the first
renewal mail out month.
Minimum Advertisement Insert Size: 5-1/4” Across and 3” Top to Bottom
Maximum Advertisement Insert Size: 9” Across and 4” Top to Bottom
moeaos All Advertisement Inserts must be the same size.
Advertisement Inserts must be on 24# paper stock and single thickness.
Advertisement Inserts must be stacked flat in boxes when shipped, not on
their edge. When advertisements are stacked on the edge they will crease and
bend making them unusable. MCACC is not responsible for any unusable
stock.
g. Advertisement Inserts must be boxed all facing the same direction. Each box
must contain the same, exact Advertisement Insert and be marked as to its
contents and marked with the company name followed by “FOR MCACC”.
h. Payments for Advertisement Inserts to be included in MCACC’s license
renewal mailings must be made within 10 days after notification from
COUNTY each month.
CONTRACTOR shall not use COUNTY’s or Maricopa County Animal Care and
Control’s name in any venue without prior, written permission.
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5. 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 termination.
6. CONTRACTOR shall pay COUNTY processing fee per advertisement insert in the
amount of (.57) cents per unit.
ARTICLE IV — ADDITIONAL COSTS
Other than the processing fee paid by CONTRACTOR, the Parties shall not be
responsible for any costs incurred by the other party in the performance of its duties and
obligations under this CONTRACT.
ARTICLE 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.
ARTICLE 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.
ARTICLE 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
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that the contractor or subcontractor is complying with the warranty provided
under subsection | 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.
ARTICLE VIL - INDEMNIFICATION
CONTRACTOR shall indemnify, defend and hold harmless Maricopa County, its officers,
departments, employees and agents from and against any and all suits, actions, legal or
administrative proceedings, claims, demands or damages of any kind or nature arising out of
this CONTRACT which are attributed to any act or omission of CONTRACTOR, its agents,
employees, officers or anyone acting under its direction, control or on its behalf, whether
intentional or negligent.
ARTICLE IX - 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.
ARTICLE X - 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.
ARTICLE XI 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, forms, or
animals 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, a party 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 that party is at any time while the Agreement or any extension of the
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Agreement is in effect, an employee or agent of 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 party cancelling
this Agreement may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract
on its behalf from any other party to the contract arising as the result of the Agreement.
ARTICLE XII NOTICES
Legal notice under this Agreement shall be given by personal delivery or by registered or
certified mail, postage prepaid and return-receipt requested, to the persons at the
addresses set forth below and shall be effective three (3) days after being mailed unless
otherwise indicated in the notice.
Maricopa County:
Animal Care and Control
2500 South 27" Ave.
Phoenix, AZ 85009
PETCO SUPPORT SERVICES, LLC,
7115 16" Street East,
Sarasota, FL 34243
IN WITNESS WHEREOF we have hereunto set our hands this! '""day of Mau ,20\v.
CONTRACTOR MARICOPA COUNTY
(mp fale
By: By:
Craig Niebur, President Chairman, Board of Supervisors
Luc
Petco Support Services,
APPROVED AS TO FORM ATTEST:
By: By:
Attorney for Board of Supervisors Clerk of the Board of Supervisors
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