APPLE VALLEY TOWN COUNCIL
ADDENDUM AGENDA
Tuesday, June 13, 2023, 6:30 p.m.
Council Chamber
PLEASE SILENCE CELL PHONES UPON ENTERING THE CHAMBER
THIS MEETING IS BROADCAST LIVE AND VIEWABLE ON FRONTIER CHANNEL 29 OR CHARTER SPECTRUM CHANNEL 186 AND LIVE STREAMED ONLINE AT HTTPS://APPLEVALLEY.TV. EFFECTIVE FEBRUARY 28, 2023, THE STATE OF CALIFORNIA, COVID-19 STATE OF EMERGENCY HAS EXPIRED. THE TOWN OF APPLE VALLEY WILL
CONTINUE TO SUPPORT PUBLIC COMMENTS FOR INDIVIDUALS NOT PHYSICALLY PRESENT AND STILL WISHING TO MAKE PUBLIC COMMENTS. PLEASE EMAIL YOUR COMMENT TO [email protected]. COMMENTS SHOULD BE SUBMITTED BY 12:00 P.M.
ON THE MEETING DATE TO BE INCLUDED IN THE RECORD.
The meeting will occur in the Council Chamber located at 14955 Dale Evans Parkway in Apple Valley, California.
This is an agenda for the scheduled meeting of the Town of Apple Valley.
This agenda contains a brief description of each item of business to be considered at today’s meeting. In accordance with the Brown Act, this meeting agenda is posted at least 72 hours prior to the regularly scheduled meeting. The agenda, its supporting documents and all writings received by the Town Council related to these items are public records and available for review during regular business hours in the Town Clerk’s office in the Town Council Chamber. The agenda and its supporting documents, along with live and archived video of the meeting, can be viewed online at http://www.applevalley.org. However, the online agenda may not include all available supporting documents or the most current version of documents.
Materials related to an item on this agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Town Clerk’s Office at 14955 Dale Evans Parkway, Apple Valley, CA during normal business hours. Such documents are also available on the Town of Apple Valley website at www.applevalley.org subject to staff’s ability to post the documents before the meeting.
Items listed on the Consent Calendar are expected to be routine and non-controversial and, unless the Town Council directs that an item be held for further discussion, the entire Consent Calendar will be acted upon as the first item of business. If the Town Council directs that an item listed on the Consent Calendar be held for further discussion, the item will be addressed immediately after approval of the Consent Calendar.
In accordance with the Rules of Procedure, members of the public may address the Town Council on any item on the agenda and on any matter that is within the Town Council’s jurisdiction. To address the Town Council regarding an item, complete and submit the yellow card entitled Request to Speak.
Please indicate on the card whether you are speaking under Public Comments or on an item that is listed on the agenda and please list the item number.
No action or discussion shall be undertaken on any item not appearing on the posted agenda, except that members of the Town Council/Redevelopment Agency or its staff may briefly respond to statements made or questions posed by persons exercising their public testimony rights under Section 54954.3.
When called, approach the podium and if desired, please state your name before giving your presentation. Speakers may address the Town Council for up to three (3) minutes. Speakers are to address the Town Council as a whole through the Presiding Officer. Comments to individual Council Members and/or staff are not permitted.
Individuals, who demonstrate disruptive conduct during Town Council meetings that prevent the Town Council from conducting its meeting in an orderly manner, are guilty of a misdemeanor as stated in PC403, disrupting a public meeting and are subject to removal from the chamber or arrest.
The Town of Apple Valley recognizes its obligation to provide equal access to those individuals with disabilities. Please contact the Town Clerk’s Office at (760) 240-7000 two working days prior to the scheduled meeting for any requests for reasonable accommodations.
Pages
8. Business of the Council
*8.2 APPROVAL OF PROPOSED CONTRACT WITH THE COUNTY OF SAN
BERNARDINO FOR ANIMAL SHELTER SERVICES
3 That the Town Council approve the proposed contract with the County of San Bernardino for Animal Shelter Services.
Town Council Agenda Report
Date: June 13, 2023
To: Honorable Mayor and Town Council
Subject: APPROVAL OF PROPOSED CONTRACT WITH THE COUNTY OF
SAN BERNARDINO FOR ANIMAL SHELTER SERVICES
From: Douglas Robertson, Town Manager
Submitted by: Douglas Robertson
Town Manager
Budgeted Item: Yes No N/A
RECOMMENDED ACTION
That the Town Council approve the proposed contract with the County of San Bernardino for Animal Shelter Services.
BACKGROUND
The Town of Apple Valley and County of San Bernardino are nearing the end of a ten (10) year contract for Animal Shelter services. The current contract does not include any extension provisions, however, both parties would like to continue the services agreement, thus a new agreement is being negotiated. The new long term contract will contemplate additional infrastructure as well as additional services and staffing. As those details are worked out, a temporary agreement must be put in place in order to prevent a break in service.
The attached contract is for a one (1) year period with two (2) extensions available for a potential total of three (3) years. It is not anticipated those extensions will be necessary as both parties prefer a long term agreement once the cost for expanded services are known. The current proposed contract essentially continues the existing agreement with the addition of a small expansion via a portable unit and an update to the compensation to match current conditions. Over the last two years the number of animals from the county has risen to be roughly equal to those of the Town and the temporary contract reflects those changes.
Staff recommends approval of the proposed contract as we continue to negotiate a longer term deal.
FISCAL IMPACT
Funding will be appropriated in the FY 2023/24 adopted budget per contract award.
ATTACHMENTS
Draft County of San Bernardino Animal Services Contract
Standard Contract Page 1 of 29
THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY
TOWN OF APPLE VALLEY
ANIMAL SHELTER SERVICES
Department Contract Representative Jacqueline Ambrose, HS Contracts Telephone Number 909-387-8869
Contractor Town of Apple Valley - Animal
Shelter Services Department
Contractor Representative Doug Robertson, Town Manager
Telephone Number 760-240-7000 ext. 7051
Contract Term July 1, 2023 through June 30 2024
Original Contract Amount $1,110,122
Amendment Amount n/a
Total Contract Amount $1,110,122
Cost Center 9300261000
IT IS HEREBY AGREED AS FOLLOWS:
WHEREAS, San Bernardino County (County) desires to designate a contractor of choice to provide Animal Shelter Services, as further described in a statement of work (the “Services”); and WHEREAS, based upon and in reliance on the representations of the Town of Apple Valley through its Animal Shelter Department (Contractor), the County finds Contractor qualified to provide Animal Shelter Services and WHEREAS, the County desires that such services be provided by Contractor and Contractor agrees to perform these services as set forth below.
NOW, THEREFORE, the County and Contractor mutually agree to the following terms and conditions:
Contract Number
SAP Number
Standard Contract Page 2 of 21
TABLE OF CONTENTS
A. DEFINITIONS........................................................................................................................................... 3 B. CONTRACTOR RESPONSIBILITIES....................................................................................................... 5 C. GENERAL CONTRACT REQUIREMENTS.............................................................................................. 7 D. TERM OF CONTRACT........................................................................................................................... 15 E. COUNTY RESPONSIBILITIES............................................................................................................... 16 F. FISCAL PROVISIONS............................................................................................................................ 16 G. INDEMNIFICATION AND INSURANCE REQUIREMENTS.................................................................... 17 H. RIGHT TO MONITOR AND AUDIT ........................................................................................................ 18 I. CORRECTION OF PERFORMANCE DEFICIENCIES ........................................................................... 18 J. RESERVED................................................................................................................................................19 K. EQUAL EMPLOYMENT/EMPLOYMENT DISCRIMATION/CIVIL RIGHTS ............................................ 19 L. NOTICES................................................................................................................................................ 20 M. ENTIRE AGREEMENT........................................................................................................................... 20
ATTACHMENTS
A. AGREED UPON FEES
B. HIGH DESERT REGION BOUNDARY MAP
C. SAN BERNARDINO COUNTY ANIMAL CARE AND CONTRAL EMERGENCY ANIMAL
HOUSING ASSETS
Standard Contract Page 3 of 21
A. DEFINITIONS
1. Abandoned Animal – Any animal left unattended for a minimum of twenty-four (24) hours without receiving proper care and/or treatment by its owner or caretaker.
2. Adoptable Animal – Animals of eight (8) weeks of age or older that, at or subsequent to the time the animal is impounded or otherwise take possession, have manifested no sign of behavioral or temperamental defect that could pose a health or safety risk or otherwise make the animal unsuitable for placement as a pet, and have manifested no sign of disease, injury or congenital or hereditary condition that adversely affects the health of the animal or that is likely to adversely affect the animal’s health in the future. Contractor reserves the right to place animals less than eight (8) weeks of age as it deems appropriate.
3. Adopted Animal – Permanent placement of an animal into an adoptee’s custody and ownership by Contractor.
4. Affiliated Companies – All businesses which are directly or indirectly related to Contractor by virtue of direct or indirect goods and services provided.
5. Apple Valley Animal Shelter Department (AVAS) – Department that administers animal control and sheltering services for incorporated areas of the Contractor. Also, identified as an agent of Contractor for the purpose of this Contract.
6. Applicable Law (Applicable Law) – All laws, statutes, rules, regulations, guidelines, permits, actions determination orders, or requirements of the United States, State of California, San Bernardino County, Town of Apple Valley, regional or local government authorities, agencies, boards, commissions, courts or other bodies having applicable jurisdiction, that from time to time apply to or govern the services provided pursuant to this Contract or the performance of Parties’ respective obligations hereunder, including the foregoing which concern health, safety, fire, environmental protections, labor relations, mitigation monitoring plans, building codes, zoning, and non-discrimination. All references herein to “Applicable Law” include subsequent amendments thereto, unless otherwise specifically limited.
7. Business Day – Defined as every day the Municipal Shelter is open to the public. This does not include designated federal, or state holidays recognized by Contractor, Sundays or days when the shelter (as defined below under Municipal Animal Shelter) is closed for other events.
8. Contract – The Contract between the County and the Contractor.
9. County Customer (Customer) – Each qualifying San Bernardino County resident or business, as identified per the Boundary Map (Attachment B) that directly or indirectly receives animal sheltering services from Contractor.
10. County Fee – The respective fees approved by the San Bernardino County Board of Supervisors and located in the Schedule of Fees located in Chapter 2, of Division 6, of Title 1, of the San Bernardino County Code.
11. Department of Public Health Animal Care (AC) – The program that provides animal care for the residents of the unincorporated areas of the County.
12. Euthanasia – The performance of euthanasia as outlined within local, state, and federal laws.
California Business and Professions Code Section 4827(a)(4), allows, “Administering sodium pentobarbital for euthanasia of sick, injured, homeless, or surrendered domestic pets or animals without the presence of a veterinarian when the person is an employee of an animal control shelter and its agencies or humane society and has received proper training in the administration of sodium pentobarbital for these purposes.”
13. High Desert Region Boundary Map (Boundary Map) – Map indicating the service area for purposes of this Contract attached as Attachment B.
14. Holding Periods – The period of time animals, impounded into the shelter, are held for observation to determine pet ownership, heath, and adoptability of the animal.
Standard Contract Page 4 of 21
15. Human Services – San Bernardino County Human Services (HS), a system of integrated services, where the programs and resources of nine (9) County departments come together to provide a rich, more complete array of services to the citizens of San Bernardino County under one coordinated effort.
16. Impounded – The taking into custody of any animal into the shelter on behalf of County as a result of this Contract. This includes but is not limited to animals: (1) found in violation of state and/or County laws and codes; (2) taken in by County for the protection of animal or human health and/or safety; (3) turned in as a found stray by Customer; (4) turned in as an Owner-Turn-In (OTI); or (5) for any similar circumstances. Each animal impounded is counted as one (1) animal regardless of classification as a “stray” or “owner-turn-in”. A litter is counted as one (1) individual animal.
Animals delivered by County or customer to another facility or veterinarian shall not be considered impounded or in the custody of Contractor.
17. Licensing Services – Contractor shall provide, on behalf of County, dog licensing services for customers living within the unincorporated areas of San Bernardino County as identified by the Boundary Map. Contractor shall use the most current rates schedule as set forth in the County fee Schedule, which will be provided annually by County. This fee schedule does not apply to Town of Apple Valley residents.
18. Litter – Each “unweaned” group of animals turned in with their mother, regardless of number.
19. Medical Care –The “necessary and prompt” veterinary medical care provided within city or county animal control shelters and/or its agencies to protect the public good with a California licensed veterinarian present is limited to basic care to prevent spread of disease and to protect the public and the animals, e.g., vaccinations, prophylactic treatment of parasites, and basic testing protocols. Medical Care includes routine health monitoring by AVAS staff. Including but not limited to a Supervising Veterinarian, Registered Veterinary Technician, and unregistered Animal Heath Assistants contracted or employed by Contractor.
20. Municipal Animal Shelter (Shelter) – The Contractor owned animal shelter facility operated and maintained by AVAS for the purpose of this Contract.
21. Owner-Turn-In (OTI) – Any animal that has been in the care and custody of customer in excess of fifteen (15) days or reported by customer to be their owned animal.
22. Quarantine – The strict confinement, for a specific amount of time, of an animal for observation, by Contractor at the shelter, as a result of an incident in which the circumstances may have allowed the exposure/transmission of the virus which causes the disease known as rabies to another animal or human.
23. Quarter or Quarterly – The three (3) month period beginning with the Contract effective date defined as: First Quarter (July/August/September), Second Quarter (October/November/December), Third Quarter (January/February/March), and Forth Quarter (April/May/June).
24. Service Area – The entire unincorporated area of the High Desert region of the County as identified on the Boundary Map.
25. Services – The required services described in this Contract.
26. Shelter Services – Providing humane animal care through sheltering, necessary and prompt medical care, pet placement, dog licensing, microchipping, vaccination, spay/neuter, quarantine and euthanasia in accordance with the Town of Apple Valley Council direction and applicable law.
27. Stray – Any animal that has not been in the care and custody of the customer delivering and declaring such animal to be a stray for a period in excess of fifteen (15) days. Stray also applies to any animal without an owner that is delivered to the Shelter by County.
28. Town of Apple Valley – Local government agency providing animal sheltering services outlined in this Contract.
29. Town Manager – The Manager of the Town of Apple Valley. The Town Manager or his/her designee is the authorized agent of Town in enforcing the terms of this Contract.
Standard Contract Page 5 of 21
B. CONTRACTOR RESPONSIBILITIES
A. Contractor will accept all animals on behalf of County for impoundment from the Service Area which are brought to the Contractor by AC officers, Sheriff Deputies, constables, authorized individuals, and customers of the service area. This includes live strays, deceased animals for disposal and owner turn-ins (OTI) for adoption or euthanasia.
B. All animals shall be impounded by Contractor and County shall reimburse Contractor for such animals, as specified in Attachment A, Agreed upon fees.
C. All impounded animals will be classified as stray unless an owner release is obtained and all OTI fees are paid at the time of impoundment. Owners refusing to pay turn-in fees at the shelter will be directed to County for additional options or assistance.
D. Contractor shall collect owner release paperwork OTI fees and other required fees from the owner releasing the animal at the shelter. Fees collected by Contractor will be recorded as a credit on account for the impounded animal.
E. OTI animals delivered to the Shelter by County must be delivered with the appropriate owner release paperwork. If paperwork and/or fees are not collected by County in the field, Contractor shall not be responsible for collection of owner-turn-in fees.
F. Contractor shall accept for impoundment County domestic animals involved in bite cases which are delivered to the shelter by authorized persons and shall quarantine said animals for ten (10) days and in compliance with Applicable Law. These quarantined County domestic animals shall not be released or destroyed without prior written or verbal approval by the County, which shall not be unreasonably withheld. County is responsible for issuing release of the animal at the end of the quarantine period and shall be billed at a per day rate of $20 beginning on day eleven (11) for each additional day the animal is be held.
G. Parties agree that the impound holding period for all animals impounded pursuant to this contract shall be incompliance with Applicable Law. County may request additional holding days for specified animals at its cost. Contractor will work with County to accommodate extensions to the best of their ability.
H. Customers of the Service Area delivering stray animals to the Shelter will be requested to sign an impound slip indicating that the animal is a stray. The impound slip shall contain a description of the animal, address of person delivering the animal to the shelter, and location where the animal was picked up.
I. Customers of the Service Area delivering owned animals to the Shelter will be requested to sign an owner release form indicating that they legally own the animal and understand the animal may be offered for adoption upon surrender. The owner release form shall contain a description of the animal, address of person delivering the animal to the shelter. Contractor will charge customer established fees for OTI as set for in Schedule of County fees.
J. Contractor shall provide proper care of treatment to all animals impounded in accordance with Applicable Law. This includes housing, food, and veterinary care.
K. Provide health exams, medical and/or veterinary services to all animals delivered to the shelter.
L. Maintain and operate an adequate, suitable, and sanitary animal shelter in compliance with applicable law.
M. Contractor shall be open to the general public during established operating hours which will be provided to County and consistent with the hours of operation provided to the Contractor’s residents.
Contractor reserves the right to designate hours of operation to provide the highest quality of service and to ensure compliance with applicable laws and holding period mandates. Subject to the availability of Contractor staff and upon reasonable advance notice, Contractor shall provide access to designated County personnel to allow impoundment of animals after hours into the shelter.
Standard Contract Page 6 of 21
N. Contractor shall ensure that impounded animals will be displayed to public to allow owner identification. When such animals are wearing identification, known owner will be contacted by telephone and by mail. Owned animals must be held for ten (10) business days. If animals are not redeemed by their owners and adoption holds have not been placed, County may request that the animal be held for adoption for an additional time period as per this Contract. Those which are neither redeemed nor adopted may be euthanized after the mandatory hold period as mandated by Applicable Law. This does not apply to OTI animals surrendered by their owners to Shelter.
O. Contractor shall arrange for the humane disposal of unclaimed animals after sheltering the animal for the defined Holding Periods as per this contract. Contractor shall provide a method of animal euthanasia in compliance with Applicable Law. Contractor is responsible for employing trained and certified personnel who have been properly trained and certified in performing animal euthanasia.
P. Euthanize all stray domestic animals brought to the shelter by persons authorized in Section B, paragraph A provided that it is in compliance with State law and no domestic animals so impounded shall be euthanized without notice to the owner of such domestic animals, if that person is known.
Domestic animals impounded under the provisions of the County Code shall be euthanized only after the mandatory hold period, as mandated by Applicable Law. Contractor reserves the right to approve and/or deny requested euthanasia of owner surrendered animals that were turned in by the public and are handled as a result of this Contract.
Q. County will transfer any animal needing to be held longer than six (6) days as a result of a criminal or civil court case involving said animal. Based on available space, Contractor may authorize an extension to the holding period for said animal.
R. Contractor will arrange spay or neuter services for adopted animal in compliance with Applicable Laws.
S. Contractor shall collect apprehension, shelter, licensing, and related penalty fees, on behalf of and as described by County, using established County fees prescribed in County Fee schedule and Attachment A. Contractor shall issue receipts for all license fees collected and shall keep copies of thereof for review and/or audit by County.
T. Sell and issue dog licenses on behalf of County to customers living in the service area using the established County Fee schedule. Contractor shall issue receipts for all license fees collected and shall keep copies thereof for review and/or audit by County.
U. Using licensing records provided by County, Contractor will verify dog license status on all impounded dogs for the purpose of ascertaining the number of unlicensed dogs and to foster compliance with the County Code.
V. Maintain records for all animals delivered to Contractor by parties authorized in section B, paragraph A.
W. Contractor will establish and charge contractor fees for adoption and shelter services, exclusive of County fees which have been specified in County Fee Schedule.
X. Prior to payment of the one (1) time capital improvement funds identified in Section F, Paragraph 5, Contractor will provide County an outline and cost estimate for approval, showing how the one (1) time capital improvement funds will be spent.
Y. Contractor agrees to perform all its obligations under this contract for the term of the contract.
Contractor shall furnish and/or manage all of the labor and equipment necessary for providing animal sheltering services subject to the terms, conditions and provisions of this Contract.
Z. Contractor represents, and County agrees, that it has the professional and technical personnel required to perform services in conformance which such terms, conditions, and provisions of this contract. Contractor shall perform all services under this contract in a skillful and competent manner, consistent with the standards generally recognized by professionals in the same discipline in the State of California.
AA.In the performance of this contract, Contractor, its agents, and employees, shall act in an independent capacity and not as officers, employees, or agents of San Bernardino County. Contractor certifies
Standard Contract Page 7 of 21
that neither it nor its principals are presently disbarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency as required by Executive Order 12549 and implemented as 45 Code of Federal Regulations part 76.
BB. Contractor agrees to store specific County assets for utilization at the Contractor’s animal shelter facility. Contractor can utilize County’s assets to support County’s animal care programs and agrees to ensure those assets are preserved and maintained. County has developed an asset list (Attachment D) which outlines all assets placed into Contractor’s control and custody and agrees to assist the County in inventorying these assets annually.
C. GENERAL CONTRACT REQUIREMENTS
1. Recitals – The recitals set forth above are true and correct and incorporated herein by this reference.
2. Contract Amendments – Contractor agrees any alterations, variations, modifications, or waivers of the provisions of the Contract, shall be valid only when reduced to writing, executed and attached to the original Contract, and approved by the person(s) authorized to do so on behalf of Contractor and County.
3. Contract Assignability – Without the prior written consent of both parties, the Contract is not assignable by either party either in whole or in part. For purposes of assignment by County, approval must be received from the Town Manager or his/her designee. For purposes of assignment by Contractor, approval must be received from the San Bernardino County Chief Executive Officer or Director of Public Health. Contractor reserves the right to enter into professional services agreements for veterinary care, medical supplies, and other like services Contractor performs at the shelter and which are or may arise as part of this contract at its sole discretion.
4. Contract Exclusivity – This is not an exclusive Contract. The County reserves the right to enter into a contract with other contractors for the same or similar services. The County does not guarantee or represent that the Contractor will be permitted to perform any minimum amount of work or receive compensation other than on a per order basis, under the terms of this Contract.
5. Attorney’s Fees and Costs – If any legal action is instituted to enforce any party’s rights hereunder, each party shall bear its own costs and attorney fees, regardless of who is the prevailing party. This paragraph shall not apply to those costs and attorney fees directly arising from a third-party legal action against a party hereto and payable under Indemnification and Insurance Requirements.
6. Background Checks for Contractor Personnel – Contractor shall ensure that its personnel (a) are authorized to work in the jurisdiction in which they are assigned to perform Services; (b) do not use legal or illegal substances in any manner which will impact their ability to provide Services to the County; and (c) are not otherwise disqualified from performing the Services under applicable law. If requested by the County and not in violation of applicable law, Contractor shall conduct a background check, at Contractor’s sole expense, on all its personnel providing Services. If requested by the County, Contractor shall provide the results of the background check of each individual to the County. Such background check shall be in the form generally used by Contractor in its initial hiring of employees or contracting for contractors or, as applicable, during the employment-screening process but must, at a minimum, have been performed within the preceding 12-month period. Contractor personnel who do not meet the County’s hiring criteria, in County’s sole discretion, shall not be assigned to work on County property or Services, and County shall have the right, at its sole option, to refuse access to any Contract personnel to any County facility.
7. Change of Address – Contractor shall notify the County in writing, of any change in mailing address within ten (10) business days of the change. County shall notify Contractor in writing of any change in mailing address and/or physical location within ten (10) days of the change and shall immediately notify Contractor of changes in telephone or fax numbers.
Standard Contract Page 8 of 21
8. Choice of Law – This Contract shall be governed by and construed according to the laws of the State of California.
9. Reserved
10. Confidentiality – Contractor shall protect from unauthorized use or disclosure names and other identifying information concerning persons receiving Services pursuant to this Contract, except for statistical information not identifying any participant. Contractor shall not use or disclose any identifying information for any other purpose other than carrying out the Contractor's obligations under this Contract, except as may be otherwise required by law. This provision will remain in force even after the termination of the Contract.
11. Primary Point of Contact – Contractor will designate an individual to serve as the primary point of contact for the Contract. Contractor or designee must respond to County inquiries within two (2) business days. Contractor shall not change the primary contact without written acknowledgement to the County. Contractor will also designate a back-up point of contact in the event the primary contact is not available.
12. County Representative – The San Bernardino County Chief Executive Officer or his/her designee shall represent the County in all matters pertaining to the services to be rendered under this Contract, including termination and assignment of this Contract, and shall be the final authority in all matters pertaining to the Services/Scope of Work by Contractor. If this contract was initially approved by the San Bernardino County Board of Supervisors, then the Board of Supervisors must approve all amendments to this Contract.
13. Damage to Property – Each Party shall repair, or cause to be repaired, at its own cost, all damages to the other Party’s vehicles, facilities, buildings or grounds caused by the willful or negligent acts of that Party or its employees or agents. Such repairs shall be made immediately after that Party becomes aware of such damage, but in no event later than thirty (30) days after the occurrence.
If the responsible Party fails to make timely repairs, the other Party may make any necessary repairs. The responsible Party, as determined by the other Party, shall repay all costs incurred by the other Party for such repairs, by cash payment upon demand.
14. Debarment and Suspension – Contractor agrees to comply with the applicable federal suspension and debarment regulations, including, but not limited to Title 48 Code of Federal Regulations (CFR), Chapter 1, Subchapter B, Part 9, Subpart 9.4 (48 C.F.R. Section 9.400 et seq.).
Contractor certifies that it and its principals and subcontractors:
a. Are not presently disbarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (See the following United States General Services Administration’s System for Award Management website https://www.sam.gov).
b. Have not within a three-year period preceding this Contract been convicted of or had a judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract under a public transaction; or a violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property;
c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in Section C, Paragraph 14, subparagraph b; and
d. Have not within a three-year period preceding this Contract had one (1) or more public transactions (Federal, State or local) terminated for cause or default.
Contractor further certifies that if it or any of its subcontractors are business entities that must be registered with the California Secretary of State, they are registered and in good standing with the Secretary of State.
Standard Contract Page 9 of 21
15. Reserved
16. Drug and Alcohol Free Workplace – In recognition of individual rights to work in a safe, healthful and productive work place, as a material condition of this Contract, the Contractor agrees that the Contractor and the Contractor’s employees, while performing service for the County, on County property, or while using County equipment:
a. Shall not be in any way impaired because of being under the influence of alcohol or an illegal or controlled substance.
b. Shall not possess an open container of alcohol or consume alcohol or possess or be under the influence of an illegal or controlled substance.
c. Shall not sell, offer, or provide alcohol or an illegal or controlled substance to another person, except where Contractor or Contractor’s employee who, as part of the performance of normal job duties and responsibilities, prescribes or administers medically prescribed drugs.
The Contractor shall inform all employees that are performing service for the County on County property, or using County equipment, of the County’s objective of a safe, healthful and productive work place and the prohibition of drug or alcohol use or impairment from same while performing such service for the County.
The County may terminate for default or breach of this Contract and any other Contract the Contractor has with the County if the Contractor or Contractor’s employees are determined by the County not to be in compliance with above.
17. Duration of Terms – This Contract, and all of its terms and conditions, shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the respective parties, provided no such assignment is in violation of the provisions of this Contract.
18. Reserved
19. Environmental Requirements – In accordance with County Policy 11-08, the County prefers to acquire and use products with higher levels of post-consumer recycled content. Environmentally preferable goods and materials must perform satisfactorily and be available at a reasonable price.
The County requires Contractor to use recycled paper for any printed or photocopied material created as a result of this Contract. Contractor is also required to use both sides of paper sheets for reports submitted to the County whenever practicable.
To assist the County in meeting the reporting requirements of the California Integrated Waste Management Act of 1989 (AB 939), Contractor must be able to annually report the County’s environmentally preferable purchases. Contractor must also be able to report on environmentally preferable goods and materials used in the provision of their service to the County, utilizing a County approved form.
EPA Regulations – If the amount available to Contractor under the Contract exceeds $100,000, Contractor will agree to comply with the Clean Air Act (42 U.S.C. section 7401 et seq.); section 508 of the Clean Water Act (33 U.S.C. section 1251 et seq.); Executive Order 11738 [38 Fed. Reg. 25161 (Sept. 10, 1973)]; and Environmental Protection Agency regulations (40 C.F.R.).
State Energy Conservation Clause – Contractor shall observe the mandatory standards and policies relating to energy efficiency in the State Energy Conservation Plan (California Code of Regulations, (CCR) title 20, section 1401 et seq.).
20. Improper Influence – Contractor shall make all reasonable efforts to ensure that no County officer or employee, whose position in the County enables him/her to influence any award of the Contract or any competing offer, shall have any direct or indirect financial interest resulting from the award of the Contract or shall have any relationship to the Contractor or officer or employee of the Contractor.
21. Improper Consideration – Contractor shall not offer (either directly or through an intermediary) any improper consideration such as, but not limited to cash, discounts, service, the provision of
Standard Contract Page 10 of 21
travel or entertainment, or any items of value to any officer, employee or agent of the County in an attempt to secure favorable treatment regarding this Contract.
The County, by written notice, may immediately terminate this Contract if it determines that any improper consideration as described in the preceding paragraph was offered to any officer, employee or agent of the County with respect to the proposal and award process. This prohibition shall apply to any amendment, extension or evaluation process once a contract has been awarded.
Contractor shall immediately report any attempt by a County officer, employee or agent to solicit (either directly or through an intermediary) improper consideration from Contractor. The report shall be made to the supervisor or manager charged with supervision of the employee or the County Administrative Office. In the event of a termination under this provision, the County is entitled to pursue any available legal remedies.
22. Informal Dispute Resolution – In the event of any dispute, claim, question or disagreement arising from or relating to this Contract or breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.
23. Legality and Severability – The parties’ actions under the Contract shall comply with all applicable laws, rules, regulations, court orders and governmental agency orders. The provisions of this Contract are specifically made severable. If a provision of the Contract is terminated or held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full effect.
24. Licenses, Permits and/or Certifications – Contractor shall ensure that it has all necessary licenses, permits and/or certifications required by federal, state, County, and municipal laws, ordinances, rules and regulations. The Contractor shall maintain these licenses, permits and/or certifications in effect for the duration of this Contract. Contractor will notify County immediately of loss or suspension of any such licenses, permits and/or certifications. Failure to maintain a required license, permit and/or certification may result in immediate termination of this Contract.
25. Material Misstatement/Misrepresentation – If during the course of the administration of this Contract, the County determines that Contractor has made a material misstatement or misrepresentation or that materially inaccurate information has been provided to the County, this Contract may be immediately terminated. If this Contract is terminated according to this provision, the County is entitled to pursue any available legal remedies.
26. Mutual Covenants – The parties to this Contract mutually covenant to perform all of their obligations hereunder, to exercise all discretion and rights granted hereunder, and to give all consents in a reasonable manner consistent with the standards of “good faith” and “fair dealing”.
27. Nondisclosure – Contractor shall protect from unauthorized use or disclosure names and other identifying information concerning persons receiving Services pursuant to this Contract, except for statistical information not identifying any participant. Contractor shall not use or disclose any identifying information for any other purpose other than carrying out the Contractor's obligations under this Contract, except as may be otherwise required by law. This provision will remain in force even after the termination of the Contract.
Contractor shall hold as confidential and use reasonable care to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by third parties of, confidential information that is either: (1) provided by the County to Contractor or an agent of Contractor or otherwise made available to Contractor or Contractor’s agent in connection with this Contract; or, (2) acquired, obtained, or learned by Contractor or an agent of Contractor in the performance of this Contract. For purposes of this provision, confidential information means any data, files, software, information or materials in oral, electronic, tangible or intangible form and however stored, compiled or memorialize and includes, but is not limited to, technology infrastructure, architecture, financial data, trade secrets, equipment specifications, user lists, passwords, research data, and technology data.
Standard Contract Page 11 of 21
28. Notice of Delays – Except as otherwise provided herein, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that party shall, within twenty-four (24) hours, give notice thereof, including all relevant information with respect thereto, to the other party.
29. Reserved
30. Reserved
31. Air, Water Pollution Control, Safety and Health – Contractor shall comply with all air pollution control, water pollution, safety and health ordinances and statutes, including fire clearances, which apply to the work performed pursuant to this Contract.
32. Records – Contractor shall maintain all records and books pertaining to the delivery of services under this Contract and demonstrate accountability for contract performance. All records shall be complete and current and comply with all Contract requirements. Failure to maintain acceptable records shall be considered grounds for withholding of payments for invoices submitted and/or termination of the Contract.
All records relating to the Contractor’s personnel, consultants, subcontractors, Services/Scope of Work and expenses pertaining to this Contract shall be kept in a generally acceptable accounting format. Records should include primary source documents. Fiscal records shall be kept in accordance with Generally Accepted Accounting Principles and must account for all funds, tangible assets, revenue and expenditures. Fiscal records must comply with the appropriate Office of Management and Budget (OMB) Circulars, which state the administrative requirements, cost principles and other standards for accountancy. Please refer to http://www.ecfr.gov/cgibin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl for further information.
Contractors expending $750,000 or more in federal funds annually shall have a single audit or program specific audit performed. A copy of the audit shall be maintained as part of the program’s fiscal records.
All records shall be complete and current and comply with all Contract requirements. Failure to maintain acceptable records per the preceding requirements shall be considered grounds for withholding payments for billings submitted and for termination of the Contract.
33. Relationship of the Parties – Nothing contained in this Contract shall be construed as creating a joint venture, partnership, or employment arrangement between the Parties hereto, nor shall either Party have the right, power or authority to create an obligation or duty, expressed or implied, on behalf of the other Party hereto.
34. Release of Information – No news releases, advertisements, public announcements or photographs arising out of the Contract or Contractor’s relationship with County may be made or used without prior written approval of the DPH Director or their designee and shall include County approved branding.
35. Representation of the County – In the performance of this Contract, Contractor, its agents, and employees, shall act in an independent capacity and not as officers, employees, or agents of San Bernardino County.
36. Strict Performance – Failure by a party to insist upon the strict performance of any of the provisions of this Contract by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Contract thereafter.
37. Subcontracting – Contractor agrees not to enter into any subcontracting contracts for work contemplated under the Contract without first obtaining written approval from the County and the Director of DPH through the HS Contracts Unit. Any subcontractor shall be subject to the same terms and conditions as Contractor. Contractor shall be fully responsible for the performance and payments of any subcontractor’s contract.
Contractor shall obtain County’s written consent, which County may withhold in its sole discretion, before entering into contracts with or otherwise engaging any subcontractors who may supply any
Standard Contract Page 12 of 21
part of the Services to County. At County’s request, Contractor shall provide information regarding the subcontractor’s qualifications and a listing of a subcontractor’s key personnel including, if requested by the County, resumes of proposed subcontractor personnel. Contractor shall remain directly responsible to County for its subcontractors and shall indemnify County for the actions or omissions of its subcontractors under the terms and conditions specified in Section G. All approved subcontractors shall be subject to the provisions of this Contract applicable to Contractor Personnel, including removal pursuant to Paragraph 6 of this Section C.
For any subcontractor, Contractor shall:
a. Be responsible for subcontractor compliance with the Contract and the subcontract terms and conditions; and
b. Ensure that the subcontractor follows County’s reporting formats and procedures as specified by County.
c. Include in the subcontractor’s subcontract substantially similar terms as are provided in Sections B. Contractor Responsibilities, C. General Contract Requirements and G.
Insurance and Indemnification.
Upon expiration or termination of this Contract for any reason, County will have the right to enter into direct contracts with any of the subcontractors. Contractor agrees that its arrangements with subcontractors will not prohibit or restrict such subcontractors from entering into direct contracts with County.
Notwithstanding the foregoing, County recognizes that Contractor is a public agency operating a Shelter and, as such, regularly enters into contracts in connection with the performance of its duties. So long as Contractor is not contracting out the core functions of this Contract beyond a level that is customary for municipal animal shelters, the foregoing subcontracting provisions will not apply. For example, and without limitation, the Contractor may contract for veterinary services, professional services, pest control, or cleaning services in connection with the Shelter operations without County involvement.
38. Subpoena – In the event that a subpoena or other legal process commenced by a third party in any way concerning the Goods or Services provided under this Contract is served upon Contractor or County, such party agrees to notify the other party in the most expeditious fashion possible following receipt of such subpoena or other legal process. Contractor and County further agree to cooperate with the other party in any lawful effort by such other party to contest the legal validity of such subpoena or other legal process commenced by a third party as may be reasonably required and at the expense of the party to whom the legal process is directed, except as otherwise provided herein in connection with defense obligations by Contractor for County.
39. Termination for Convenience – Each party reserves the right to terminate the Contract, for any reason, with a one hundred eighty (180) days written notice of termination. Such termination may include all or part of the services described herein. Upon such termination, payment will be made to the Contractor for services rendered and expenses reasonably incurred prior to the effective date of termination. Upon receipt of termination notice, Contractor shall promptly discontinue services unless the notice directs otherwise. Contractor shall deliver promptly to County and transfer title (if necessary) all completed work, and work in progress, including drafts, documents, plans, forms, data, products, graphics, computer programs and reports.
40. Time of the Essence – Time is of the essence in performance of this Contract and of each of its provisions.
41. Venue – The parties acknowledge and agree that this Contract was entered into and intended to be performed in San Bernardino County, California. The parties agree that the venue of any action or claim brought by any party to this Contract will be the Superior Court of California, County of San Bernardino, San Bernardino District. Each party hereby waives any law or rule of the court, which would allow them to request or demand a change of venue. If any action or claim concerning this Contract is brought by any third-party and filed in another venue, the parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, County of San Bernardino, San Bernardino District.
Standard Contract Page 13 of 21
42. Conflict of Interest – Contractor shall make all reasonable efforts to ensure that no conflict of interest exists between its officers, employees, or subcontractors and the County. Contractor shall make a reasonable effort to prevent employees, Contractor, or members of governing bodies from using their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those with whom they have family business, or other ties. Officers, employees, and agents of cities, counties, districts, and other local agencies are subject to applicable conflict of interest codes and state law. In the event the County determines a conflict of interest situation exists, any increase in costs, associated with the conflict of interest situation, may be disallowed by the County and such conflict may constitute grounds for termination of the Contract. This provision shall not be construed to prohibit employment of persons with whom Contractor’s officers, employees, or agents have family, business, or other ties so long as the employment of such persons does not result in increased costs over those associated with the employment of any other equally qualified applicant, and such persons have successfully competed for employment with other applicants on a merit basis.
43. Former County Administrative Officials – Contractor agrees to provide or has already provided information on former San Bernardino County administrative officials (as defined below) who are employed by or represent Contractor. The information provided includes a list of former County administrative officials who terminated County employment within the last five years and who are now officers, principals, partners, associates or members of the business. The information also includes the employment with or representation of Contractor. For purposes of this provision, “County administrative official” is defined as a member of the Board of Supervisors or such officer’s staff, County Executive Officer or member of such officer’s staff, County department or group head, assistant department or group head, or any employee in the Exempt Group, Management Unit or Safety Management Unit.
44. Disclosure of Criminal and Civil Procedures – The County reserves the right to request the information described herein from the Contractor. Failure to provide the information may result in a termination of the Contract. The County also reserves the right to obtain the requested information by way of a background check performed by an investigative firm. The Contractor also may be requested to provide information to clarify initial responses. Negative information discovered may result in Contract termination.
Contractor is required to disclose whether the firm, or any of its partners, principals, members, associates or key employees (as that term is defined herein), within the last ten (10) years, has been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense arising directly or indirectly from the conduct of the firm’s business, or whether the firm, or any of its partners, principals, members, associates or key employees, has within the last ten (10) years, been indicted on or had charges brought against it or them (if still pending) or convicted of any crime or offense involving financial misconduct or fraud. If the response is affirmative, the Contractor will be asked to describe any such indictments or charges (and the status thereof), convictions and the surrounding circumstances in detail.
In addition, the Contractor is required to disclose whether the firm, or any of its partners, principals, members, associates or key employees, within the last ten (10) years, has been the subject of legal proceedings as defined herein arising directly from the provision of services by the firm or those individuals. “Legal proceedings” means any civil actions filed in a court of competent jurisdiction, or any matters filed by an administrative or regulatory body with jurisdiction over the firm or the individuals. If the response is affirmative, the Contractor will be asked to describe any such legal proceedings (and the status and disposition thereof) and the surrounding circumstances in detail.
For purposes of this provision “key employees” includes any individuals providing direct service to the County. “Key employees” do not include clerical personnel providing service at the firm’s offices or locations.
45. Reserved
46. Reserved
Standard Contract Page 14 of 21
47. Iran Contracting Act – IRAN CONTRACTING ACT OF 2010, Public Contract Code sections 2200 et seq. (Applicable for all Contracts of one million dollars ($1,000,000) or more). In accordance with Public Contract Code section 2204(a), the Contractor certifies that at the time the Contract is signed, the Contractor signing the Contract is not identified on a list created pursuant to subdivision (b) of Public Contract Code section 2203 as a person (as defined in Public Contract Code section 2202(e)) engaging in investment activities in Iran described in subdivision (a) of Public Contract Code section 2202.5, or as a person described in subdivision (b) of Public Contract Code section 2202.5, as applicable.
Contractors are cautioned that making a false certification may subject the Contractor to civil penalties, termination of existing contract, and ineligibility to bid on a contract for a period of three (3) years in accordance with Public Contract Code section 2205.
48. Reserved
49. California Consumer Privacy Act – To the extent applicable, if Contractor is a business that collects the personal information of a consumer(s) in performing Services pursuant to this Contract, Contractor must comply with the provisions of the California Consumer Privacy Act (CCPA). (California Civil Code sections1798.100, et seq.). For purposes of this provision, “business,” “consumer,” and “personal information” shall have the same meanings as set forth at California Civil Code section 1798.140. Contractor must contact the County immediately upon receipt of any request by a consumer submitted pursuant to the CCPA that requires any action on the part of the County, including but not limited to, providing a list of disclosures or deleting personal information. Contractor must not sell, market or otherwise disclose personal information of a consumer provided by the County unless specifically authorized pursuant to terms of this Contract. Contractor must immediately provide to the County any notice provided by a consumer to Contractor pursuant to California Civil Code section 1798.150(b) alleging a violation of the CCPA that involves personal information received or maintained pursuant to this Contract.
Contractor must immediately notify the County if it receives a notice of violation from the California Attorney General pursuant to California Civil Code section 1798.155(b).
50. Vacancies – Contractor shall notify County of any continuing vacancies and any positions that become vacant during the term of this Contract that will result in reduction of services to be provided under this Contract. Upon notice of vacancies, the Contractor shall apprise County of the steps being taken to provide the services and to fill the position as expeditiously as possible.
Vacancies and associated problems shall be reported to County on each periodically required report for the duration of said vacancies and/or problems.
51. Reserved
52. Board of Directors’ Meetings – Each Party shall notify the other of all upcoming meetings of the Board of Directors or other governing party and shall keep the other apprised of any and all actions taken by its Board of Directors which may impact the Contract. Board of Directors’ minutes shall be submitted to the requesting Party upon request. Further, a Party representative shall have the option of attending the other Party’s Board meetings during the term of this Contract.
53. Reserved
54. Reserved
55. Reserved
56. Reserved
57. Americans with Disabilities Act – Contractor shall comply with all applicable provisions of the Americans with Disabilities Act (ADA).
58. Reserved
59. Reserved
60. Reserved
61. Reserved
Standard Contract Page 15 of 21
62. Force Majeure – Neither party shall be liable for failure or delay to perform obligations under this Contract, which have become practicably impossible because of circumstances beyond the reasonable control of the applicable party. Such circumstances include without limitation, natural disasters or acts of God; acts of terrorism; labor disputes or stoppages; war; government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. Written notice of a party’s failure or delay in performance due to force majeure must be given to the other party no later than thirty (30) days following the force majeure event commencing, which notice shall describe the force majeure event and the actions taken to minimize the impact thereof. All delivery dates under this Contract affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations and deliverables for mutually agreed dates as soon as practicable after the force majeure condition ceases to exist.
63. Order of Precedence – In the event of any inconsistency between the terms of this Contract and any forms, attachments, statements of work (SOW), or specifications which may be incorporated into this Contract, the following order of precedence shall apply:
a. This Contract;
b. Attachments to this Contract, as indicated herein; and c. Price lists, SOWs, and other documents attached hereto or incorporated herein.
64. Reserved
65. Supersedes Prior Agreements – This Contract supersedes and replaces all previous contracts, agreements and understandings, oral, written and implied, between the County and Contractor hereto with respect to the subject matter hereof. All such prior contracts, agreements and understandings are hereby terminated and deemed of no further force or effect.
66. Executive Order N-6-22 Russian Sanctions – On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine (https://home.treasury.gov/policyissues/financial-sanctions/sanctions-programs-and-country-information/ukraine-russia-relatedsanctions), as well as any sanctions imposed under state law (https://www.dgs.ca.gov/OLS/Ukraine-Russia). The EO directs state agencies and their contractors (including by agreement or receipt of a grant) to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should it be determined that Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. Contractor shall be provided advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response.
Termination shall be at the sole discretion of the County.
D. TERM OF CONTRACT
1. This Contract is effective as of July 1, 2023 and expires June 30, 2024 but may be terminated earlier in accordance with provisions of this Contract. The Contract term may be extended for two (2) additional one-year periods by mutual agreement of the parties.
2. The County may terminate the Contract immediately if the funds under Section F, Paragraph 1 are not available to the County, and under the provisions of Section I, Paragraph 3, Item e, of the Contract, or as otherwise provided in this Contract. The Contract may also be terminated without cause by either Party subject to the notice and other requirements of Section C, Paragraph 39 of the Contract. The Chief Executive Officer of Department Operations is authorized to exercise the County’s rights with respect to any termination of this Contract.
3. Contractor shall only be reimbursed for costs and uncancelable obligations incurred prior to the date of termination. Contractor shall not be reimbursed for costs incurred after the date of termination.
Standard Contract Page 16 of 21
4. Upon receipt of termination notice Contractor shall promptly discontinue services unless the notice directs otherwise. Contractor shall deliver promptly to County and transfer title (if necessary) all completed work, and work in progress, including drafts, documents, plans, forms, data, products, graphics, computer programs and reports.
E. COUNTY RESPONSIBILITIES
1. County agrees to perform all of its obligations under this Contract for the term of this contract.
County shall furnish all necessary documents to Contractor, such as, license application forms, license tags for animals, and other required County materials used for providing animal sheltering services subject to the terms, conditions and provisions of this Contract.
2. County shall present animals for impoundment. County shall ensure that all animals impounded into the shelter are processed in compliance with Contractor’s established operating procedures.
3. In the performance of this Contract, County, its agents, and employees, shall act in an independent capacity and not as officers, employees, or agents of the Town of Apple Valley.
County certifies that neither it nor its principals is presently disbarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency as required by Executive Order 12549 and implemented as 45 Code of Federal Regulations part 76.
F. FISCAL PROVISIONS
1. The maximum amount of payment under this Contract shall not exceed $1,030,122 and shall be subject to availability of other funds to the County. The consideration to be paid to Contractor, as provided herein, shall be in full payment for all Contractor’s services and expenses incurred in the performance hereof, including travel and per diem.
2. The minimum guaranteed payment for shelter services under this Contract for fiscal year 2023/24 is $85,843.50 per month. Thereafter, the minimum guaranteed payment shall be based upon an annual rate of $1,030,122, which shall be adjusted annually effective July 1, of each year. The adjustment will be based upon the change in the Consumer Price Index for the month of May (preceding the July 1 effective date of the change) on a year-over-year basis for All Urban Consumers (“CPI-U”) as published by the U.S. Department of Labor for the Los AngelesRiverside-Orange Counties standardized Metropolitan Statistical area. (SMSA).
3. This Contract provides for a maximum number of 3,435 impoundments per Contract year. When the total impoundments exceed the threshold established per this Contract for a particular year, County shall reimburse Contractor for services rendered on a “percentage of use” based upon the Contractor’s fiscal year total budget of the animal services – Shelter Department for that year.
The minimum guaranteed payment shall be deducted from the reimbursement by the County for services rendered by the Contractor on a “percentage of use” basis as identified herein.
4. County agrees to reimburse Contractor for actual costs resulting from an animal related emergency “mutual aid” response provided by Contractor and requested/authorized in writing by the Director of Public Health or his/her authorized representative.
5. County shall pay to Contractor a one (1) time payment of $80,000, during fiscal year 2023-24 for Capital Improvements, including shelter renovations and modifications to animal holding areas that the Contractor deems necessary to house animals impounded by County at Shelter as a result of this Contract. This payment shall be payable within the first thirty (30) days from the execution of the Contract.
6. County shall pay Contractor the monthly minimum guaranteed payment amount of $85,843.50 upon receipt of the Contractor’s invoice for services rendered during the previous month.
Payment will not be delayed in connection with the submittal of required quarterly reports to the Animal Care Program.
7. Contractor will prepare monthly invoices by the fifteenth (15th) day of the month in a format mutually agreed upon by the parties. Invoices shall be submitted to:
Animal Care San Bernardino County Department of Public Health
Standard Contract Page 17 of 21
351 N. Mountain View Avenue, Third Floor
San Bernardino, CA 92415-0003
8. Invoices shall be issued with a net sixty (60) day payment term with corresponding SAP Contract and/or Purchase Order number stated on the invoice.
9. Contractor shall accept all payments from County via electronic funds transfer (EFT) directly deposited into the Contractor’s designated checking or other bank account. Contractor shall promptly comply with directions and accurately complete forms provided by County required to process EFT payments.
10. County is exempt from federal excise taxes and no payment shall be made for any personal property taxes levied on Contractor or on any taxes levied on employee wages. The County shall only pay for any state or local sales or use taxes on the services rendered or equipment and/or parts supplied to the County pursuant to the Contract.
11. Costs for services under the terms of this Contract shall be incurred during the contract period except as approved by County. Contractor shall not use current year funds to pay prior or future year obligations.
12. Funds made available under this Contract shall not supplant any federal, state or any governmental funds intended for services of the same nature as this Contract. Contractor shall not claim reimbursement or payment from County for, or apply sums received from County with respect to that portion of its obligations that have been paid by another source of revenue.
Contractor agrees that it will not use funds received pursuant to this Contract, either directly or indirectly, as a contribution or compensation for purposes of obtaining funds from another revenue source without prior written approval of the County.
G. INDEMNIFICATION AND INSURANCE REQUIREMENTS
1. Indemnification – The Contractor agrees to indemnify, defend (with counsel reasonably approved by County) and hold harmless the County and its authorized officers, employees, agents and volunteers from any and all claims, actions, losses, damages and/or liability arising out of this Contract from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the County on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnities. The Contractor indemnification obligation applies to the County’s “active” as well as “passive” negligence but does not apply to the County’s “sole negligence” or “willful misconduct” within the meaning of Civil Code section 2782.
The County agrees to indemnify, defend (with counsel reasonably approved by Contractor) and hold harmless the Contractor and its authorized officers, employees, agents and volunteers from any and all claims, actions, losses, damages and/or liability arising out of this Contract from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the Contractor on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnities. The County indemnification obligation applies to the Contractor’s “active” as well as “passive” negligence but does not apply to the Contractor’s “sole negligence” or “willful misconduct” within the meaning of Civil Code section 2782.
In the event that the County and/or Contractor are determined to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under this agreement, County and/or Contractor shall indemnify the other to the extent of its comparative fault.
2. Insurance – County and Contractor are authorized self-insured or partially self-insured public entities for purposes of Professional Liability, General Liability, Automobile Liability and Worker's Compensation and warrant that through their respective programs of self-insurance and insurance, they have adequate coverage or resources to protect against liabilities arising out of performance of the terms, conditions or obligations of this Agreement.
Standard Contract Page 18 of 21
H. RIGHT TO MONITOR AND AUDIT
1. The County, State and Federal government shall have absolute right to review and audit all records, books, papers, documents, corporate minutes, and other pertinent items as requested, and shall have absolute right to monitor the performance of Contractor in the delivery of services provided under this Contract. Contractor shall give full cooperation, in any auditing or monitoring conducted. Contractor shall cooperate with the County in the implementation, monitoring, and evaluation of this Contract and comply with any and all reporting requirements established by the County.
2. All records pertaining to services delivered and all fiscal, statistical and management books and records shall be available for examination and audit by County representatives for a period of three years after final payment under this Contract or until all pending County, state and federal audits are completed, whichever is later. Records of the Contractor which do not pertain to the services under this Contract may be subject to review or audit unless provided in this or another Contract. Technical program data shall be retained locally and made available upon the County’s reasonable advance written notice or turned over to County. If said records are not made available at the scheduled monitoring visit, Contractor may, at County's option, be required to reimburse County for expenses incurred due to required rescheduling of monitoring visit(s). Such reimbursement will not exceed $50 per hour (including travel time) and may be deducted from the following month's claim for reimbursement.
3. Contractor shall cooperate with County in the implementation, monitoring and evaluation of this Contract and comply with any and all reporting requirements established by this Contract.
4. Contractor shall provide all reasonable facilities and assistance for the safety and convenience of County's representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly delay the work of the Contractor.
5. Upon County request, Contractor shall hire a licensed Certified Public Accountant, approved by the County, who shall prepare and file with County, within sixty (60) days after the termination of the Contract, a certified fiscal audit of related expenditures during the term of the Contract and a program compliance audit.
I. CORRECTION OF PERFORMANCE DEFICIENCIES
1. In the event of a problem or potential problem that could impact the quality or quantity of work, Services, or the level or performance under this Contract, Contractor shall notify the County within one (1) working day, in writing and by telephone.
2. Failure by either Party to comply with any of the provisions, covenants, requirements or conditions of this Contract shall be a material breach of this Contract.
3. In the event of a non-cured breach, the non-breaching Party may, at its sole discretion and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:
a. Afford the breaching Party thereafter a time period within which to cure the breach, which period shall be established at the sole discretion of the non-breaching Party; and/or b. For County, discontinue reimbursement to Contractor for and during the period in which Contractor is in breach, which reimbursement shall not be entitled to later recovery; and/or c. For Contractor, discontinue provision of services; and/or d. Withhold funds pending duration of the breach; and/or e. For County, offset against any monies billed by Contractor but yet unpaid by County those monies disallowed pursuant to Item “b” of this paragraph; and/or f. Terminate this Contract immediately and, for County, be relieved of the payment of any consideration to Contractor.
4. Unless a remedy is specifically designated as exclusive, no remedy conferred by any of the specific provision of the Contract is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder,
Standard Contract Page 19 of 21
now or hereafter existing at law or in equity or by statute or otherwise. The election of any one (1) or more remedies by either Party shall not constitute a waiver of the right to pursue other available remedies.
J. Reserved
K. EQUAL EMPLOYMENT/EMPLOYMENT DISCRIMINATION/CIVIL RIGHTS
1. Equal Employment Opportunity Program - Contractor agrees to comply with: the provisions of the San Bernardino County Equal Employment Opportunity Program and rules and regulations adopted pursuant thereto; Executive Order 11246 [30 Fed. Reg. 12319 (Sept. 24, 1965)], as amended by Executive Orders 11375, 11625, 12138, 12432, 12250, and 13672; Title VII of the Civil Rights Act of 1964 (42 U.S.C. section 2000(e), et seq.); Division 21 of the California Department of Social Services Manual of Policies and Procedures; California Welfare and Institutions Code section 10000; the California Fair Employment and Housing Act (Cal. Gov. Code section 12900, et seq.); and other applicable federal, state, and County laws, regulations and policies relating to equal employment or social services to welfare recipients, including laws and regulations hereafter enacted.
The Contractor shall not unlawfully discriminate against any employee, applicant for employment, or service recipient on the basis of race, color, national origin or ancestry, religion, sex, marital status, age, political affiliation or disability. Information on the above rules and regulations may be obtained from the County.
2. Employment Discrimination – During the term of the Contract, Contractor shall not discriminate against any employee or applicant for employment or service recipient because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, sexual orientation, age, or military and veteran status. Contractor shall comply with Executive Orders 11246, 11375, 11625, 12138, 12432, 12250, 13672, Title VI and Title VII of the Civil Rights Act of 1964, the California Fair Housing and Employment Act and other applicable federal, state and County laws and regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted.
3. Civil Rights Compliance – The Contractor shall develop and maintain internal policies and procedures to assure compliance with each factor outlined by state regulation. These policies must be developed into a Civil Rights Plan, which is to be on file with the County within thirty (30) days of awarding of the Contract. The Plan must address prohibition of discriminatory practices, accessibility, language services, staff development and training, dissemination of information, complaints of discrimination, compliance review, and duties of the Civil Rights Liaison. Upon request, the County will supply a sample of the Plan format. The Contractor will be monitored by the County for compliance with provisions of its Civil Rights Plan. Additionally, the Contractor shall submit to County an Assurance of Compliance with the California Department of Social Services Nondiscrimination in State and Federally Assisted Programs Statement annually.
4. Equity – Contractor shall adhere to and participate in County efforts ensuring all individuals and communities have equal access and opportunity to health and wellbeing by providing culturally and linguistically appropriate services to all people of color and culture, age, disabilities, gender, sexual orientation or gender identity including people with limited English proficiency (LEP).
Services provided must be respectful of and responsive to the cultural and linguistic needs of County residents.
a. Contractor shall assess the demographic make-up and population trends of its service area to identify the cultural and linguistic needs of the eligible service population. Such studies are critical to designing and planning for providing appropriate, effective and equitable services.
b. Contractor shall partner with and support community partners in addressing disparities in family stability, health and mental wellness, education, employment, housing and overall delivery of human services. Partnering includes opportunities for partners and community
Standard Contract Page 20 of 21
members to design, implement and evaluate practices, and services ensuring equity and cultural and linguistic appropriateness.
c. Contractor shall work with County to communicate and provide opportunities for individuals and communities of color and culture to provide feedback on progress and outcomes achieved to address disparities in family stability, health and mental wellness, education, employment, housing, and overall delivery of human services. d. Contractor shall recruit, promote, and support a culturally and linguistically diverse workforce that is responsive to and represents the population being served. This includes trained and competent bilingual staff.
e. Contractor shall provide training to enhance its workforce knowledge on cultural and linguistic competence. Becoming culturally and linguistically competent is a developmental process and incorporates at all levels the importance of culture, the assessment of cross-cultural relations, vigilance towards the dynamics that result from cultural differences, the expansion of cultural knowledge, and the adaptation of services to meet culturally unique needs. Providing services in a culturally appropriate and responsive manner is fundamental in any effort to ensure success of high quality and costeffective health and human services. Offering those services in a manner that fails to achieve its intended result due to cultural and linguistic barriers does not reflect quality of care and is not cost-effective.
f. To ensure equal access to quality care for diverse populations, Contractors providing health and health care services may adopt the Federal Office of Minority Health Culturally and Linguistically Appropriate Services (CLAS) national standards. g. Upon request, Contractor will provide County Human Services evidence of adherence to requirements listed above.
L. NOTICES
All written notices provided for in this Contract or which either party desires to give to the other shall be deemed fully given, when made in writing and either served personally, or by facsimile, or by email, or deposited in the United States mail, postage prepaid, and addressed to the other party as follows:
San Bernardino County
Department of Public Health
Attn: Contracts Unit
150 S. Lena Road
San Bernardino, CA 92415
Facsimile: 909-387-2900
Email: [email protected]
Town of Apple Valley
Attn: Town Manager
14955 Dale Evans Parkway
Apple Valley, CA 92307
Facsimile:
Email:
Notice shall be deemed communicated two (2) County working days from the time of mailing, facsimile, or email, if delivered as provided in this paragraph.
M. ENTIRE AGREEMENT
1. This Contract, including all Exhibits and other attachments, which are attached hereto and incorporated by reference, and other documents incorporated herein, represents the final, complete and exclusive agreement between the parties hereto. Any prior agreement, promises, negotiations or representations relating to the subject matter of this Contract not expressly set forth herein are of no force or effect. This Contract is executed without reliance upon any promise, warranty or representation by any party or any representative of any party other than those expressly contained herein. Each party has carefully read this Contract and signs the same of its own free will.
2. This Contract may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Contract. The parties shall be entitled to sign and transmit an electronic signature of this Contract (whether by facsimile, PDF or other email transmission), which signature shall be binding on the
Standard Contract Page 21 of 21
party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Contract upon request.
IN WITNESS WHEREOF, San Bernardino County and the Contractor have each caused this Contract to be subscribed by its respective duly authorized officers, on its behalf.
FOR COUNTY USE ONLY
Approved as to Legal Form Reviewed for Contract Compliance Reviewed/Approved by Department Daniel Pasek, County Counsel Patty Steven, Contract Manager Joshua Dugas, Director Date Date Date
SAN BERNARDINO COUNTY Town of Apple Valley
(Print or type name of corporation, company, contractor, etc.) By
Dawn Rowe, Chair, Board of Supervisors (Authorized signature - sign in blue ink) Dated: Name Scott Nassif
SIGNED AND CERTIFIED THAT A COPY OF THIS (Print or type name of person signing contract)
DOCUMENT HAS BEEN DELIVERED TO THE
CHAIRMAN OF THE BOARD Title Mayor
Lynna Monell
Clerk of the Board of Supervisors
San Bernardino County
(Print or Type)
By Dated:
Deputy
Address 14955 Dale Evans Parkway
Apple Valley, CA 92307
ATTACHMENT A
AGREED UPON FEES
Description FY 23-24
One-time cost for Capital Improvement
Intake Kennel Expansion
$80,000
Impound & Medical
PROPOSED FLAT RATE BASED ON PERCENTAGE OF USE
Annual Budget $2,060,234 (Does not include funding for increased veterinary services) 40% of Use - 2,748 Cats/Dogs (Maximum): 2748 x $299.89 = $824,098, includes medical 45% of Use - 3,091 Cats/Dogs (Maximum): 3091 x $299.89 = $926,960, includes medical 50% of Use - 3,435 Cats/Dogs (Maximum): 3435 x $299.89 = $1,030,122, includes medical MAXIMUM Agreement TOTAL $1,110,122
1 Impounds Exceeding Maximum will be Billed at Rates Established within Agreement Each impoundment, regardless of status is counted as on (1) for the purpose of this agreement. This does not include an “unweaned” animal that is turned in with the mother. This is defined as a litter, no matter the number and counted as one. (Example: Owner-Turn-In: Dog is counted as one (1) dog: Citizen-Turn-In: Stray Dog is counted as one (1) dog, etc.) Deceased animals delivered to the shelter will be billed to County at the rate of $10 per animal and not counted against the maximum impounds per this agreement. Payments received from animal owners will be credited to County to offset the debit.
County will provide Contractor annually with their adopted County Fee Schedule as related to Animals. The following categories will be recorded as credits when payments are received from Customer:
• Animal Handling – County is responsible for collecting owner-turn-in fees in the field. Only fees deposited with Contractor will be credited to the account per this agreement.
• Animal Licensing – County has indicated this will be a small percentage of the Customers and therefore Contractor has overhead annually.
• Animal Sheltering – Fees charged to Customer by County for Impound and Disposal, Dead Animal Disposal, and Spay/Neuter.
The following categories are fees or fundraising established by Contractor and will not be recorded as credits when payments are received from Customer unless expressly identified per this agreement. • Adoption Fees
• Microchip fees
• Vaccination Fees
• Donations
• Rabies Clinics
• Boarding Fees after 5-days of Impoundment
• Medical Requested Euthanasia
ATTACHMENT B
ATTACHMENT C