MOU WITH WEST MEC.DOCX

Memorandum of Understanding
Between
Western Maricopa Education Center
(Veterinary Services)
And
Maricopa County
Administered by and through the
Maricopa County Sheriff’s Office
WHEREAS Western Maricopa Education Center (West-MEC) ("Provider") is a public
school district dedicated to providing students innovative Career and Technical Education programs
that will prepare them to enter the workforce and pursue continuing education, including a two-year
Veterinary Sciences program;
WHEREAS Maricopa County ("County") is the Arizona political subdivision that provides
jails and detention facilities within Maricopa County pursuant to A.R.S. §11-251(8) and is
empowered to enter into contracts for goods and services;
WHEREAS the Maricopa County jails and detention facilities are operated by the Maricopa
County Sheriff's Office;
WHEREAS the Maricopa County Sheriff’s Office (MCSO) oversees the Maricopa County
Animal Safe Haven (MASH) to work in conjunction with Animal Crimes Division, caring for animals
seized in criminal investigations;
WHEREAS, Provider has agreed to provide spay and neuter surgeries (including any
related aftercare), animal dentistry, and grooming to animals cared for by MASH;
County agrees to allow Provider to provide these services free of charge in
exchange for MASH providing the animals needed during students’ education process,
subject to the following terms:
1. Term.
This contract shall begin on April 1, 2015 and terminate on April 1, 2016, with the option for an
annual renewal unless terminated by either party under the Termination conditions.
2. County and MCSO Responsibilities.
The MCSO will transport animals to and from West-MEC’s location. MCSO will not provide any
other services, technology or supplies to Provider. MCSO will not share confidential information
with Provider.
3. Provider Responsibilities.
Provider will provide free spay and neuter surgeries to MASH animals, generally dogs and
cats, including any related aftercare medications. Provider is responsible for providing
monthly aggregate productivity or activity reports agreed on by both Provider and MCSO.
Provider is responsible for ensuring that any individual performing services on Provider's behalf
under this agreement who will be entering MCSO Facilities at any time while performing services
has completed the required forms or documents for MCSO so that a background check may be
conducted on that Provider employee. Employees and agents of Provider are subject to all safety
1

and security screenings and policies when entering and remaining in MCSO facilities.
MCSO is neither required to pay funds to Provider under this agreement, nor is MCSO to receive
any funds from Provider under this agreement.
4. Recordkeeping.
Pursuant to A.R.S.§§ 35-214 and 35-215, Provider shall create and retain financial records and
other documents ("records") relevant to this agreement for a period of not less than five years
from the ending date of this contract. County and MCSO and/or its auditor shall have access to
such records from the beginning of the agreement period through the retention period. All records
shall be subject to inspection and audit by the County, at reasonable times. Upon request, Provider
shall produce the original of any or all such records.
5. Disputes.
This agreement is subject to the arbitration requirements of A.R.S. §§ 12-1518 and 12-133.
6. Applicable Law.
The laws and regulations of the State of Arizona shall govern the rights of the parties, the
performance of this contract, and any disputes thereunder.
7. Availability of Funds.
This is a non-financial agreement. In the unlikely event the Sheriff’s MASH program is
discontinued due to the availability of funds and there are no animals that require spay or neuter
service, the County will provide written notice to Provider to cancel this agreement without
further obligation. No liability shall accrue to the County, MCSO or any other County department
in the event this provision is exercised, and neither the County nor MCSO shall be obligated or
liable for any future payments or for any damages as a result of termination under this paragraph,
including payments for damages for purchases or subcontracts entered into by Provider in
anticipation of service delivery.
8. Licenses and Permits.
Provider shall, at its expense, obtain and maintain all licenses, permits, and authority necessary to
do business, render services, and perform work under this agreement, and shall comply with all
federal and Arizona laws regarding unemployment insurance, disability insurance, and workers'
compensation.
9. Independent Contractor Status.
Provider is an independent contractor in the performance of work and the provision of services
under this agreement and is not to be considered an officer, employee, partner or agent of the
County or MCSO.
10. Termination.
Either party may terminate this agreement for any reason on seven (7) days written notice.
11. Cancellation.
The requirements of A.R.S. §38-511 apply to this agreement. County may cancel this agreement,
without penalty or further obligation, if any person significantly involved in initiating, negotiating,
securing, drafting or creating this agreement on behalf of either Provider or County is, at any time
while this agreement or any extension is in effect, an employee or agent of Provider respect to
the subject matter of this agreement.
2

12. Indemnification.
Provider shall indemnify, defend, save and hold harmless the County and MCSO, County's
departments, boards, commissions, and its officers, officials, agents, and employees
(hereinafter referred to as "Indemnitee") from and against any and all claims, actions,
liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and costs of
claim processing, investigation and litigation)(hereinafter referred to as "Claims") for bodily
injury or personal injury (including death), or loss or damage to tangible or intangible property
caused, or alleged to be caused in whole or in part, by the negligent or willful acts or omissions
of Provider or any of its owners, officers, directors, agents, employees or subcontractors. This
indemnity includes any claim or amount arising out of or recovered under the Workers'
Compensation Law or arising out of the failure of Provider to conform to any federal, state or
local, law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the
parties that the Indemnitee shall, in all instances, except for Claims arising solely from the
negligent or willful acts or omissions of the Indemnitee, be indemnified by Provider from and
against any and all claims. It is agreed that Provider will be responsible for primary loss
investigation, defense and judgment costs where this indemnification is applicable. In
consideration of this agreement, Provider agrees to waive all rights of subrogation against the
County and the Maricopa County Sheriff's Office, the officers, officials, agents, and employees
thereof for losses arising under this agreement.
13. Insurance.
Provider shall maintain the insurance required by Maricopa County. Policy shall include
bodily injury, property damage, workers compensation, business auto liability, and broad form
contractual liability coverage.
Minimum Limits:
General Aggregate $2,000,000
Products/Completed Operations Aggregate $4,000,000
Each Occurrence Limit $2,000,000
Personal/Advertising Injury $1,000,000
Workers Compensation $1,000,000
Auto Liability 100,000
(combined single limit)
14. Prohibition of Discrimination.
Provider shall comply with Executive Order 2009-9, which mandates that all persons, regardless
of race, color, religion, sex, age, national origin or political affiliation, shall have equal access
to employment opportunities, and all other applicable State and Federal employment laws,
rules, and regulations, including the Americans with Disabilities Act. Provider shall take
affirmative action to ensure that applicants for employment and employees are not
discriminated against due to race, creed, color, religion, sex, national origin or disability.
15. Compliance Requirements for A.R.S. § 41-4401 –Immigration Laws and E-Verify
Requirement.
a. Provider warrants compliance with all Federal immigration laws and regulations
relating to employees and warrants its compliance with Section A.R.S. § 23-214,
Subsection A. (that subsection reads: "After December 31, 2007, every employer,
3

after hiring an employee, shall verify the employment eligibility of the employee
through the E-Verify program.)
b. A breach of warranty regarding compliance with immigration laws and regulations
shall be deemed a material breach of agreement and Provider may be subject to
penalties up to and including termination of the Contract.
c. The County retains the legal right to inspect the papers of any employee who works
on the agreement to ensure that Provider or subcontractor is complying with the terms
of the operative paragraphs set forth above.
16. Amendments.
The terms of this agreement may not be amended except by written agreement of the parties.
17. Counterparts.
The parties may execute this Contract in two or more counterparts, each of which shall be
deemed an original and together which shall constitute one and the same document.
18. Conflict of Interest Waiver:
The parties to this agreement acknowledge that they are aware that the Civil Services
Division of the Maricopa County Attorney’s Office (Civil Division) may be chose as the
attorney for other parties to this agreement, and the signing party acknowledges that it is
aware of a potential conflict of interest, and it waives any claim of conflict of interest, which
may arise by virtue of Civil Division’s representation of other parties to this agreement.
19. Notices:
All notices given pursuant to the terms of this Contract shall be addressed to:
For Maricopa County Sheriff's Office: For West-MEC:
Attention: Chief Deputy Jerry Sheridan Attention: Lisa Donimari
550 W. Jackson St. 1617 W. Williams DR
Phoenix AZ 85003 Phoenix AZ 85027
602-876-1801 602-309-4646
Maricopa County Board of Supervisors West-MEC
Steve Chucri Date Lisa Donimari Date
Chairman of the Board
ATTEST:
Clerk of the Board Date
APPROVED AS TO FORM
Deputy County Attorney Date
Agenda Number: C-50-15-085-M-00
4