MIDWESTERN CONTRACT - FINAL.DOCX
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AGREEMENT BETWEEN MARICOPA COUNTY ANIMAL CARE AND CONTROL DEPARTMENT AND MIDWESTERN UNIVERSITY 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 Midwestern University, a 501(C) 3 Corporation, located at 19555 N sgt Ave, Glendale AZ 85308, referred to hereinafter as “CONTRACTOR”. COUNTY and CONTRACTOR may each be referred to as “Party” and collectively as “Parties.” 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; WHEREAS, COUNTY wishes to reduce the number of animals that are euthanized within its facilities; WHEREAS, COUNTY operates animal shelters where certain unadoptable or unwanted dogs and cats are euthanized; 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; WHEREAS, CONTRACTOR also desires dog and cat cadavers for use in classes for educational purposes; WHEREAS, CONTRACTOR possesses the necessary experience, training, facilities and veterinary practice license to perform such procedures; and WHEREAS, CONTRACTOR has the personnel, facilities and experience to maintain these animals while in CONTRACTOR’s care. NOW, THEREFORE, the Parties hereto agree as follows: 1 of 8 l- TERM This CONTRACT shall commence on the date signed by both Parties (the “Effective Date”) and expire on June 30, 2017 (“Expiration Date”), unless terminated earlier as provided herein or further extended in accordance herewith. The CONTRACT 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. IT- 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. it— 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 medically necessary veterinary procedures before being placed for adoption. CONTRACTOR. will maintain and perform only those medically necessary veterinary procedures on the animals specified by the COUNTY. 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 teserves the right to deny release of any animal specified by CONTRACTOR for any reason. 2. COUNTY may provide CONTRACTOR with a list of animals deemed at risk (the “At Risk List’). 3. 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. 4. COUNTY shall inspect the CONTRACTOR’s facility as deemed necessary. 5. 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. 6. 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 2 of 8 suspension and shall be given five (5) business days from the date of the notice to respond in writing. 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. 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 or as otherwise arranged by the Parties. CONTRACTOR shall request animals to be pulled from At Risk List to be released from COUNTY and take possession of the animals. CONTRACTOR shall treat all animals humanely in accordance with veterinary standards of practice set forth by the American Veterinary Medical Association. 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. 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. 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. 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. 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 or as otherwise arranged by the Parties. 11. CONTRACTOR shall assume full and sole responsibility for the cost and maintenance of the animals received from COUNTY shelters and while specified animals are in CONTRACTOR’s possession. 3 of 8 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. 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. 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 2 1 14 0 0 0 867 2083 795 31 -1 3 1 14 1 0 0 867 2083 795 31 -1 4 1 14 1 1 0 867 2083 795 31 -1 5 1 14 1 1 1 867 2083 795 31 95.000000 2 1 15 0 0 0 371 2163 1785 98 -1 3 1 15 1 0 0 371 2163 1785 98 -1 4 1 15 1 1 0 373 2163 1783 45 -1 5 1 15 1 1 1 373 2165 305 33 95.634544 CONTRACTOR 5 1 15 1 1 2 703 2164 80 34 93.827934 shall 5 1 15 1 1 3 811 2164 133 44 96.345413 comply 5 1 15 1 1 4 969 2164 81 34 96.806656 with 5 1 15 1 1 5 1078 2163 44 35 96.687904 all 5 1 15 1 1 6 1142 2164 136 40 93.181190 federal, 5 1 15 1 1 7 1308 2169 78 29 96.677994 state 5 1 15 1 1 8 1414 2164 64 34 95.874802 and 5 1 15 1 1 9 1505 2164 85 34 96.868286 local 5 1 15 1 1 10 1619 2165 90 40 95.960022 laws, 5 1 15 1 1 11 1737 2164 95 41 96.532768 rules, 5 1 15 1 1 12 1860 2165 203 43 96.082657 regulations, 5 1 15 1 1 13 2092 2166 64 33 96.922417 and 4 1 15 1 2 0 371 2217 1783 44 -1 5 1 15 1 2 1 371 2217 217 44 96.319473 professional 5 1 15 1 2 2 606 2217 171 41 95.748917 standards, 5 1 15 1 2 3 795 2217 135 33 96.343796 without 5 1 15 1 2 4 946 2217 175 33 96.241257 limitation 5 1 15 1 2 5 1136 2221 31 29 96.552269 to 5 1 15 1 2 6 1184 2217 93 33 96.628662 those 5 1 15 1 2 7 1294 2217 185 42 96.601372 designated 5 1 15 1 2 8 1497 2217 113 33 96.708176 within 5 1 15 1 2 9 1625 2217 64 33 96.550789 this 5 1 15 1 2 10 1708 2218 247 34 95.960953 CONTRACT. 5 1 15 1 2 11 1990 2218 67 34 96.709312 The 5 1 15 1 2 12 2075 2218 79 35 96.228455 laws 2 1 16 0 0 0 370 2269 1784 149 -1 3 1 16 1 0 0 370 2269 1784 149 -1 4 1 16 1 1 0 372 2269 1782 44 -1 5 1 16 1 1 1 372 2269 65 34 94.777893 and 5 1 16 1 1 2 462 2269 197 43 96.219994 regulations 5 1 16 1 1 3 688 2269 40 34 96.881775 of 5 1 16 1 1 4 750 2269 143 34 96.349709 Arizona 5 1 16 1 1 5 921 2269 81 34 95.763000 shall 5 1 16 1 1 6 1032 2280 123 32 96.672546 govern 5 1 16 1 1 7 1182 2269 54 34 96.865463 the 5 1 16 1 1 8 1263 2269 98 43 96.495483 rights 5 1 16 1 1 9 1390 2269 41 34 96.414932 of 5 1 16 1 1 10 1452 2269 54 34 96.414932 the 5 1 16 1 1 11 1535 2269 129 41 96.576889 Parties, 5 1 16 1 1 12 1695 2269 54 34 96.568718 the 5 1 16 1 1 13 1776 2270 222 43 96.449074 performance 5 1 16 1 1 14 2028 2271 41 33 94.979187 of 5 1 16 1 1 15 2090 2271 64 33 94.979187 this 4 1 16 1 2 0 372 2322 1781 44 -1 5 1 16 1 2 1 372 2323 240 34 96.305168 CONTRACT 5 1 16 1 2 2 624 2322 63 33 96.404335 and 5 1 16 1 2 3 698 2334 62 32 96.563347 any 5 1 16 1 2 4 771 2322 143 44 96.638031 disputes 5 1 16 1 2 5 924 2322 189 35 95.684578 hereunder. 5 1 16 1 2 6 1137 2323 77 43 96.853508 Any 5 1 16 1 2 7 1225 2322 139 42 96.934837 changes 5 1 16 1 2 8 1375 2322 35 35 96.826973 in 5 1 16 1 2 9 1421 2322 54 35 96.980400 the 5 1 16 1 2 10 1483 2322 86 35 96.702705 rules 5 1 16 1 2 11 1584 2322 63 35 96.412117 and 5 1 16 1 2 12 1657 2323 197 43 96.412117 regulations 5 1 16 1 2 13 1867 2323 113 43 96.518860 during 5 1 16 1 2 14 1991 2323 52 34 96.661064 the 5 1 16 1 2 15 2055 2328 98 30 97.009460 terms 4 1 16 1 3 0 370 2375 1172 43 -1 5 1 16 1 3 1 370 2376 41 33 96.673820 of 5 1 16 1 3 2 417 2375 62 34 96.270668 this 5 1 16 1 3 3 492 2376 239 33 96.104416 CONTRACT 5 1 16 1 3 4 742 2375 80 34 96.708664 shall 5 1 16 1 3 5 835 2375 106 43 96.877945 apply, 5 1 16 1 3 6 954 2376 57 32 96.999420 but 5 1 16 1 3 7 1021 2375 44 33 96.995392 do 5 1 16 1 3 8 1076 2379 58 29 96.306396 not 5 1 16 1 3 9 1143 2376 125 42 96.306396 require 5 1 16 1 3 10 1279 2387 40 21 96.954498 an 5 1 16 1 3 11 1330 2375 212 34 96.430984 amendment. 2 1 17 0 0 0 822 2520 869 50 -1 3 1 17 1 0 0 822 2520 869 50 -1 4 1 17 1 1 0 822 2520 869 50 -1 5 1 17 1 1 1 822 2535 69 33 14.800425 VI 5 1 17 1 1 2 900 2555 24 4 14.800425 — 5 1 17 1 1 3 936 2535 387 33 83.496704 E-VERIFICATION 5 1 17 1 1 4 1335 2537 60 31 95.447540 OF 5 1 17 1 1 5 1407 2520 284 50 76.933105 EMPLOYEES 2 1 18 0 0 0 820 2560 872 29 -1 3 1 18 1 0 0 820 2560 872 29 -1 4 1 18 1 1 0 820 2560 872 29 -1 5 1 18 1 1 1 820 2560 872 29 95.000000 2 1 19 0 0 0 366 2639 1611 96 -1 3 1 19 1 0 0 366 2639 1611 96 -1 4 1 19 1 1 0 367 2639 1610 43 -1 5 1 19 1 1 1 367 2640 308 33 96.596985 CONTRACTOR 5 1 19 1 1 2 684 2643 155 30 95.780212 warrants 5 1 19 1 1 3 850 2639 70 33 96.408394 that 5 1 19 1 1 4 928 2639 82 42 96.408394 they 5 1 19 1 1 5 1021 2649 56 23 96.877373 are 5 1 19 1 1 6 1089 2639 36 33 95.379791 in 5 1 19 1 1 7 1137 2639 204 43 96.603294 compliance 5 1 19 1 1 8 1353 2639 80 34 93.297028 with 5 1 19 1 1 9 1443 2640 122 33 91.389832 A.R.S. 5 1 19 1 1 10 1582 2640 17 41 91.389832 § 5 1 19 1 1 11 1614 2640 146 33 96.456505 41-4401 5 1 19 1 1 12 1777 2640 64 33 96.766647 and 5 1 19 1 1 13 1855 2640 122 35 95.539291 further 4 1 19 1 2 0 366 2693 267 42 -1 5 1 19 1 2 1 366 2693 267 42 96.267670 acknowledges: 2 1 20 0 0 0 364 2795 1777 204 -1 3 1 20 1 0 0 364 2795 1777 204 -1 4 1 20 1 1 0 364 2795 1655 48 -1 5 1 20 1 1 1 364 2799 50 44 90.763649 (1) 5 1 20 1 1 2 511 2798 86 33 96.960350 That 5 1 20 1 1 3 607 2798 79 42 96.665085 they 5 1 20 1 1 4 697 2798 64 33 96.963066 and 5 1 20 1 1 5 771 2798 84 33 96.903221 their 5 1 20 1 1 6 868 2795 274 43 96.712158 subcontractors, 5 1 20 1 1 7 1157 2798 31 33 95.701370 if 5 1 20 1 1 8 1195 2808 73 32 95.701370 any, 5 1 20 1 1 9 1281 2802 138 29 96.503326 warrant 5 1 20 1 1 10 1428 2798 84 33 96.938103 their 5 1 20 1 1 11 1524 2798 210 43 96.769753 compliance 5 1 20 1 1 12 1744 2799 83 33 95.879570 with 5 1 20 1 1 13 1840 2798 43 34 95.080322 all 5 1 20 1 1 14 1895 2799 124 33 96.999901 federal 4 1 20 1 2 0 510 2850 1631 45 -1 5 1 20 1 2 1 510 2850 224 42 26.639675 inimigration 5 1 20 1 2 2 747 2850 81 35 96.352097 laws 5 1 20 1 2 3 841 2850 63 33 96.255646 and 5 1 20 1 2 4 916 2850 203 42 96.255646 regulations 5 1 20 1 2 5 1131 2850 69 33 96.943008 that 5 1 20 1 2 6 1210 2850 100 33 96.943008 relate 5 1 20 1 2 7 1322 2855 33 28 96.924225 to 5 1 20 1 2 8 1367 2850 84 33 96.114044 their 5 1 20 1 2 9 1462 2850 193 44 92.829140 employees 5 1 20 1 2 10 1668 2852 66 31 96.424561 and 5 1 20 1 2 11 1744 2850 86 35 96.323433 their 5 1 20 1 2 12 1842 2852 206 43 96.150444 compliance 5 1 20 1 2 13 2060 2852 81 34 96.733612 with 4 1 20 1 3 0 509 2903 1614 43 -1 5 1 20 1 3 1 509 2904 121 32 82.404060 A.R.S. 5 1 20 1 3 2 648 2904 15 41 89.646912 § 5 1 20 1 3 3 679 2904 136 39 96.527397 23-214, 5 1 20 1 3 4 829 2903 191 34 96.775490 subsection 5 1 20 1 3 5 1030 2904 33 33 95.439064 A 5 1 20 1 3 6 1077 2903 66 33 95.439064 and 5 1 20 1 3 7 1155 2903 82 33 96.619934 shall 5 1 20 1 3 8 1250 2903 84 43 96.638268 keep 5 1 20 1 3 9 1347 2915 18 21 94.374947 a 5 1 20 1 3 10 1376 2903 117 33 94.374947 record 5 1 20 1 3 11 1503 2903 42 33 96.630272 of 5 1 20 1 3 12 1552 2903 56 33 96.761353 the 5 1 20 1 3 13 1620 2903 210 34 96.773018 verification 5 1 20 1 3 14 1843 2904 52 33 97.002045 for 5 1 20 1 3 15 1905 2904 56 33 96.924301 the 5 1 20 1 3 16 1974 2904 149 33 97.015190 duration 4 1 20 1 4 0 510 2955 1343 44 -1 5 1 20 1 4 1 510 2957 44 33 96.511871 of 5 1 20 1 4 2 559 2955 56 33 96.530487 the 5 1 20 1 4 3 628 2955 197 44 95.355743 employee's 5 1 20 1 4 4 838 2957 229 42 96.196663 employment 5 1 20 1 4 5 1078 2967 38 21 91.682281 or 5 1 20 1 4 6 1129 2960 31 28 96.652840 at 5 1 20 1 4 7 1173 2957 81 33 96.941589 least 5 1 20 1 4 8 1265 2955 88 33 96.827888 three 5 1 20 1 4 9 1365 2966 104 33 96.634674 years, 5 1 20 1 4 10 1482 2955 192 35 96.619400 whichever 5 1 20 1 4 11 1686 2957 29 33 96.924835 is 5 1 20 1 4 12 1728 2955 125 44 96.812050 longer; 2 1 21 0 0 0 2024 3126 112 35 -1 3 1 21 1 0 0 2024 3126 112 35 -1 4 1 21 1 1 0 2024 3126 112 35 -1 5 1 21 1 1 1 2024 3126 19 35 94.099945 4 5 1 21 1 1 2 2061 3126 75 35 94.099945 of 5 1 21 1 1 3 2116 3122 24 55 96.837387 8 2 1 22 0 0 0 2497 51 53 3245 -1 3 1 22 1 0 0 2497 51 53 3245 -1 4 1 22 1 1 0 2497 51 53 3245 -1 5 1 22 1 1 1 2497 51 53 3245 95.000000 (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. Vill - AMENDMENTS This CONTRACT may be amended by written agreement of the Parties. 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 or omissions 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 or omissions 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. Xx - 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. 5 of 8 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. XU - 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 promptly 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 CONTRACT 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 CONTRACT or any extension of the CONTRACT is in effect, an employee or agent of any other Party to the CONTRACT in any capacity or consultant to any other Party of the CONTRACT with respect to the subject matter of the CONTRACT. 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 CONTRACT. XI — DISPUTE RESOLUTION The Parties shall use reasonable efforts to settle any dispute arising from or related to this CONTRACT or the breach thereof (each, a “Dispute”). If the Parties are unable to resolve any Dispute within thirty (30) days of the date on which the Dispute was referred to them for resolution, the Dispute shall first be submitted to mediation. The mediation shall be administered by a single mediator, agreed to by the Parties. Ifthe Parties are unable to reach consensus as to the mediator, each Party will choose a mediator and the two mediators will recommend a third mediator who will administer the mediation. Should mediation be unsuccessful, the Parties agree to submit the dispute for final resolution by arbitration. The arbitration shall be administered by a single arbitrator, agreed to by the Parties. Ifthe Parties are unable to reach consensus as to the arbitrator, each Party will choose an arbitrator and the two arbitrators will recommend a third arbitrator who will administer the arbitration. The arbitration will be conducted in accordance with the American Arbitration Association Rules or other procedures as agreed to by the Parties. The arbitration shall be conducted in Maricopa County, Arizona. Notwithstanding the above, either Party may seck preliminary injunctive relief from any court of competent jurisdiction pending the final decision of the dispute, but subject to such Party indemnifying the other Parties for any loss they might suffer as a result of an injunction being granted which is inconsistent with the final decision of the dispute. The Parties formally waive to invoke for themselves or their goods any immunity from jurisdiction of the courts and immunity from execution which could eventually prevent the execution of the 6 of 8 decision awarded by the arbitral tribunal or any other court. The costs of arbitration will be borne by the losing Party or as otherwise determined by the arbitrator or agreed to by the Parties. Any award of the arbitrator will be enforceable by any court having jurisdiction over the Party against which the award has been rendered, or where assets of the Party against which the award has been rendered can be located. The arbitration shall be final and binding upon the Parties. IX NOTICES - All notices provided for herein shall be in writing and sent by certified mail to the Parties at the following addresses: CONTRACTOR COUNTY Thomas Graves, DVM, PhD Rodrigo Silva, Assistant County Manager Midwestern University Maricopa County Animal Care & Control College of Veterinary Medicine 2500 South 27" Avenue 19555 North 59" Avenue Phoenix Arizona 85009 Glendale Arizona 85308 IN WITNESS WHEREOF we have hereunto set our hands this 14 day of Tn , 20 AL : CONTRACTOR MARICOPA COUNTY forISA Z2eK By: a Dean, Brian K. Sidaway,DVM Chairman, Board of Supervisors Midwestern University College of Veterinary Medicine ATTEST: < By: <= G Clerk of the Board of Supervisors OKO 4 Sr. V.P! CB; Midwestern University APPROVED AS TO FORM: By: Attorney for Board of Supervisors 7 of 8 EXHIBIT A WAIVER AND RELEASE OF LIABILITY By Midwestern University in favor of Maricopa County The undersigned, as an authorized representative of Midwestern University, located at 19555 N. 59" Avenue, Glendale AZ 85308 (“Contractor”), executes and delivers this Waiver and Release of Liability (“Release”) by Contractor for the benefit of Maricopa County, a body politic and corporate of the State of Arizona (“County”), as contemplated by section III.C.14 of the Agreement Between Maricopa County Animal Care and Control Department and Midwestern University (“Agreement”) executed on or about the date of this Release. The Contractor acknowledges the risk of injury including but not limited to physical harm inherent in the performance of the Agreement. Waiver: the Contractor, on its own behalf and on behalf of its students, employees, agents, contractors, and assigns, to the fullest extent permitted by law, hereby waives any and all claims, causes of action, or demands, of any nature or cause against the County arising out of or related to the terms or performance of the Agreement, including but not limited to claims arising out of the negligence of the County or any persons for whose actions the County may be held liable. Release of Liability: the Contractor, on its own behalf and on behalf of its students, employees, agents, contractors, and assigns, to the fullest extent permitted by law, hereby releases, discharges, indemnifies, and holds the County harmless from any and all claims, causes of action, or demands, of any nature or cause against the County arising out of or related to the terms or performance of the Agreement, including but not limited to claims arising out of the negligence of the County or any persons for whose actions the County may be held liable. Attorney’s Fees: this Release also includes the Contractor’s waiver of any claim for reimbursement of attorney fees incurred or sustained by the Contractor in any way connected with the terms or performance of the Agreement. This Release also includes indemnification by the Contractor for any attorney’s fees or other costs of defense incurred by the County in any way connected with any claims, causes of action or demands covered by this Release. If any duty or part of this Release is determined to be unenforceable, the remaining duties and parts of this Release shall continue to be effective and enforceable. Date: / HM 9 , 20 UZ MIDWESTERN UNIVERSITY (“CONTRACTOR”) Brian K. Sidaway, DVM ~S Dean, Midwestern University College of Veterinary Medicine Greg Ge Nat Sr. V.P/and C.F.O. Midwestern University 8 of 8