HomeMy WebLinkAboutKirkland Foundation-Low Cost Spay and Neuter Program_A-23-645.pdf COU Y Count of Fresno Hall of Records,Room 301
2281 Tulare Street
? Fresno,California
Board of Supervisors 93721-2198
is56 O Telephone:(559)600-3529
FRE`' Minute Order Toll Free:1-800-742-1011
www.co.fresno.ca.us
November 28, 2023
Present: 5- Supervisor Steve Brandau,Vice Chairman Nathan Magsig,Supervisor Buddy Mendes,
Supervisor Brian Pacheco,and Chairman Sal Quintero
Agenda No. 69. Public Health File ID:23-1278
Re: Under Administrative Policy No. 34 for competitive bids or requests for proposals(AP 34),determine
that an exception to the competitive bidding requirement under AP 34 is satisfied and a suspension of
competition is warranted due to unusual or extraordinary circumstances,and that the best interests of
the County would be served by entering into an agreement with the Kirkland Foundation as this vendor
is specialized in providing the requested services at a cost that maximizes available funding;and
approve and authorize the Chairman to execute an Agreement with the Kirkland Foundation to pilot a
low-cost spay and neuter program,effective upon execution, not to exceed two consecutive years,
which includes a one-year base term and one optional one-year extension,total not to exceed
$508,800
A MOTION WAS MADE BY VICE CHAIRMAN MAGSIG,SECONDED BY SUPERVISOR PACHECO,
THAT THIS MATTER BE APPROVED AS RECOMMENDED.THE MOTION CARRIED BY THE
FOLLOWING VOTE:
Ayes: 4- Magsig, Mendes, Pacheco,and Quintero
Recuse: 1 - Brandau
Agreement No.23-645
County of Fresno Page 71
co
Board Agenda Item 69
0 185 0
DATE: November 28, 2023
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director, Department of Public Health
SUBJECT: Agreement with Kirkland Foundation
RECOMMENDED ACTION(S):
1. Under Administrative Policy No. 34 for competitive bids or requests for proposals (AP 34),
determine that an exception to the competitive bidding requirement under AP 34 is satisfied
and a suspension of competition is warranted due to unusual or extraordinary
circumstances, and that the best interests of the County would be served by entering into an
agreement with the Kirkland Foundation as this vendor is specialized in providing the
requested services at a cost that maximizes available funding; and
2. Approve and authorize the Chairman to execute an Agreement with the Kirkland Foundation
to pilot a low-cost spay and neuter program, effective upon execution, not to exceed two
consecutive years,which includes a one-year base term and one optional one-year
extension, total not to exceed$508,800.
There is no additional Net County Cost associated with the recommended actions, which allows the
Kirkland Foundation (Kirkland)to operate a low-cost spay and neuter pilot program to cat and dog owners
residing in the unincorporated areas of the County. The Department of Public Health (Department)will
oversee program operations and contractor performance. This item is countywide.
ALTERNATIVE ACTION(S):
Should your Board not approve the recommended actions, the Department would not be able to quickly
implement the pilot program with the Kirkland Foundation, instead, the more lengthy Request for Proposals
process would have to be implemented causing unnecessary delays.
SUSPENSION OF COMPETITION/SOLE SOURCE CONTRACT:
It is requested the County find under AP 34 that an exception to the competitive bidding requirement is
satisfied, and a suspension of competition is warranted due to unusual or extraordinary circumstances, as
Kirkland is in a unique position to operate the spay and neuter pilot program. Kirkland was founded in
2016 and has since created an extensive network of animal rescue organizations and interest groups, local
businesses, national charities and foundations, and veterinarians. Kirkland partners with the Palm Bluff
Veterinary Clinic to provide low-cost spay, neuter and rabies vaccination services to the community.
Kirkland is able to secure up to 30 spay and/or neuter appointments each weekday, which alleviates the
longstanding challenge the County has traditionally faced. Agencies that have comparable costs cannot
provide the County with enough appointment slots to keep up with demand. Additionally, Fresno Humane
Animal Services and Valley Animal Center are collaborating with the City of Fresno on their spay and
neuter program, further stressing the already limited appointment availability. The Internal Services
Department- Purchasing concurs with the Department's assessment that this satisfies the exception to the
County of Fresno Page 1 File Number:23-1278
File Number:23-1278
competitive bidding process required by AP 34.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended actions.The maximum
compensation for the recommended agreement is $508,800. Sufficient appropriations are included in the
CAO's Interest and Miscellaneous Expenditures Org 2540 FY 2023-24 Adopted Budget.
DISCUSSION:
On October 22, 2019, your Board approved Agreement No.A-19-562 with Fresno Humane Animal
Services (FHAS)to provide animal control, sheltermaster, veterinary, and leash law enforcement services
for animals from the unincorporated areas of the County. The budget exhibit to this agreement includes
$50,000 a year to spay and neuter animals in the shelter.
In September 2023, Kirkland approached the County with a proposal to subsidize a low-cost spay and
neuter pilot program, including rabies vaccinations. This program aims to reduce pet overpopulation and
prevent the incidence of rabies by providing low-cost spay, neuter and rabies vaccination services to the
program's target population. Spay and neuter pilot program services include, but not limited to spay and
neuter procedures for cats and dogs, mandatory rabies vaccines when medically permitted, develop forms
and outreach materials, schedule appointments for services, and collect data to determine outcomes.
Having negotiated rates with a local veterinarian and currently providing these services to the community,
Kirkland's proposal included cost-efficient rates, an established workflow, and potential transportation
solutions for the rural communities. Furthermore, Kirkland has an existing application, waiver and consent
forms, marketing materials, as well as the ability to fulfill the administrative functions, such as scheduling
appointments, coordinating with the veterinarian's office, collecting and reporting data, and invoicing the
County.
The recommended Agreement gives the County an opportunity to collect valuable data to quantify the need
for these services and evaluate the most effective, efficient and resourceful strategy to sustainably support
these efforts in the future.
The recommended Agreement varies from County standard language in that it allows for mutual
termination without cause with at least 30 days advance written notice.
REFERENCE MATERIAL:
BAI #7, October 22, 2019
ATTACHMENTS INCLUDED AND/OR ON FILE:
Suspension of Competition
On file with Clerk-Agreement with Kirkland Foundation
CAO ANALYST:
Ron Alexander
County of Fresno Page 2 File Number.23-1278
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1. Fully describe the product(s)and/or service(s) being requested.
The County of Fresno, on behalf of the Board of Supervisors, County Administrative Office and Department of Public
Health (DPH), is seeking one vendor to provide services in support of a low-cost spay and neuter pilot project for
residents of unincorporated areas of Fresno County. Requested services include, but are not limited to: spay and
neuter procedures for cats and dogs, mandatory rabies vaccines when medically permitted, develop forms and
outreach materials, schedule appointments for services, and collect data to determine outcomes.
2. Identify the selected vendor and contact person; include the address, phone number and e-mail address for each.
The Kirkland Foundation
Kyle Kirkland
12950 N. Willow Ave.
Clovis, CA 93619
310-780-0950
kyle@kirkland.org
3. What is the total cost of the acquisition? If an agreement, state the total cost of the initial term and the amounts for
potential renewal terms.
The total available funding is $508,800, which the vendor expects to expend within 4-6 months; however, the
agreement term will be for 1 year with an optional one-year extension to account for deviations from the
implementation and strategic plans. The Board agreement is scheduled to go before the Board on 11/28/23,
which will be effective upon execution.
4. Identify the unique qualities and/or capabilities of the service(s) and/or product(s)that qualify this as a Suspension of
Competition acquisition.
The Kirkland Foundation (Kirkland) was founded in 2016 and has since created an extensive network of animal
rescue organizations and interest groups, local businesses, national charities and foundations, and veterinarians.
Kirkland partners with the Palm Bluff Veterinary Clinic to provide low-cost spay, neuter and rabies vaccination
services to the community. In addition to the affordability to the public, it's a cost-effective strategy for the County
to be able to subsidize this effort. Kirkland is able to secure up to 30 spay and/or neuter appointments each
weekday, which alleviates the longstanding challenge the County has faced. Agencies that have comparable
costs cannot provide the County with enough appointment slots to keep up with demand. Additionally, Fresno
Humane Animal Services and Valley Animal Center are collaborating with the City of Fresno on their spay and
neuter program, further stressing the already limited appointment availability.
5. Identify from Administrative Policy#34 what circumstances constitute a Suspension of Competition.
❑ In an emergency when goods or services are immediately necessary for the preservation of the public health,welfare,or safety,or for the
protection of County property.
❑When the contract is with a federal,state,or local governmental agency.
❑When the department head,with the concurrence of the Purchasing Agent,finds that the cost of preparing and administering a competitive
bidding process in a particular case will equal or exceed the estimated contract amount or$5,000 whichever is more.
❑When a contract provides only for payment of per diem and travel expenses and there is to be no payment for services rendered.
❑When obtaining the services of expert witnesses for litigation or special counsel to assist the County.
®When in unusual or extraordinary circumstances,the Board of Supervisors or the Purchasing Agent/Purchasing Manager determines that
the best interests of the County would be served by not securing competitive bids or issuing a request for proposal.
6. Explain why the unique qualities and/or capabilities described above are essential to your department.
DPH is the County Department responsible for operating animal and rabies control services. This pilot project will
operate for a limited time and provide an opportunity to collect valuable data to quantify the need for these services
and evaluate the most effective, efficient and resourceful strategy to sustainably support these efforts in the future.
7. Provide a comprehensive explanation of the research done to verify that the recommended vendor is the only vendor
with the unique qualities and/or capabilities stated above. Include a list of all other vendors contacted,what they were
asked, and their responses.
Of the agencies contacted, DPH received responses from Animal Medical Clinic, Cat House on the Kings, HOPE
Animal Foundation, Pamoist Pet Hospital, Sunnyside Pet Hospital, Abby Pet Hospital, Veterinary Medical Center
and Valley Animal Center. All of these agencies were asked if they offer low-cost spay and neuter services
offered to the public. The responses were as follows:
E-PD-048 (Rev 07/2021)
Animal Medical Center- No.
Cat House on the Kings -Yes, for cats only. The owner will have to get a voucher from the agency first, then set up
an appointment with a veterinary clinic that provides the service.
HOPE Animal Foundation -Yes, but appointments are limited and only available Monday through Thursday. There
are also restrictions for cats and dogs, which is listed on their website.
Pamoist Pet Hospital - No.
Sunnyside Pet Hospital- No.
Abby Pet Hospital - No.
Veterinary Medical Center-No.
Valley Animal Center-Yes. Priority is going to the existing shelter animals awaiting services and City of Fresno
residents. Feral cats are no longer being spayed or neutered.
aryals 11/9/2023 3:22:34 PM Sr. Staff Analyst [a Sign] Double click!
Requested By: Title
I approve this request to suspend competition for the service(s) and/or product(s) identified herein.
dluchini 11/13/2023 8:33:07 AM [a Sign] Double click!
Department Head Signature
mvilanova 11/13/202310:10:23AM [a Sign] Double click!
Purchasing Manager Signature
E-PD-048 (Rev 07/2021)
Agreement No. 23-645
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated November 28, 2023 and is between
3 Kirkland Foundation, a California nonprofit corporation ("Contractor"), and the County of Fresno,
4 a political subdivision of the State of California ("County").
5 Recitals
6 A. The County, through its Department of Public Health (Department), recognizes the need
7 to provide low-cost spay, neuter and rabies vaccination services to cat and dog owners residing
8 in the unincorporated areas of Fresno County.
9 B. The Contractor is qualified and willing to provide the services as identified in Exhibit A to
10 this Agreement, titled "Scope of Services."
11 C. The County and Contractor are in mutual agreement to the conditions and covenants
12 outlined in this Agreement.
13 The parties therefore agree as follows:
14 Article 1
15 Contractor's Services
16 1.1 Scope of Services. The Contractor shall perform all of the services provided in
17 Exhibit A to this Agreement, titled "Scope of Services."
18 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
19 able to perform all of the services provided in this Agreement.
20 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
21 applicable federal, state, and local laws and regulations in the performance of its obligations
22 under this Agreement, including but not limited to workers compensation, labor, and
23 confidentiality laws and regulations.
24 Article 2
25 Compensation, Invoices, and Payments
26 2.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
27 the performance of its services under this Agreement as described in Exhibit B to this
28 Agreement, titled "Compensation."
1
1 2.2 Maximum Compensation. The maximum compensation payable to the Contractor
2 under this Agreement shall not exceed Five Hundred and Eight Thousand, Eight Hundred and
3 No/100 Dollars ($508,800.00). The Contractor acknowledges that the County is a local
4 government entity, and does so with notice that the County's powers are limited by the
5 California Constitution and by State law, and with notice that the Contractor may receive
6 compensation under this Agreement only for services performed according to the terms of this
7 Agreement and while this Agreement is in effect, and subject to the maximum amount payable
8 under this section. The Contractor further acknowledges that County employees have no
9 authority to pay the Contractor except as expressly provided in this Agreement.
10 2.3 Invoices. The Contractor shall submit monthly invoices to
11 DPHBOAP@fresnocountyca.gov. The Contractor shall submit each invoice within 60 days after
12 the month in which the Contractor performs services and in any case within 60 days after the
13 end of the term or termination of this Agreement.
14 2.4 Payment. The County shall pay each correctly completed and timely submitted
15 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
16 address specified in the invoice.
17 2.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
18 expenses that are not specified as payable by the County under this Agreement.
19 Article 3
20 Term of Agreement
21 3.1 Term. This Agreement is effective upon execution and terminates on November 27,
22 2024 or when the maximum compensation amount specified in section 2.2 "Maximum
23 Compensation" is exhausted, whichever occurs first, except as provided in section 3.2,
24 "Extension," or Article 5, "Termination and Suspension," below.
25 3.2 Extension. The term of this Agreement may be extended for no more than one, one-
26 year period only upon written approval of both parties at least 30 days before the first day of the
27 next one-year extension period. The Department of Public Health Director or his or her designee
28 is authorized to sign the written approval on behalf of the County based on the Contractor's
2
1 satisfactory performance and available funding. The extension of this Agreement by the County
2 is not a waiver or compromise of any default or breach of this Agreement by the Contractor
3 existing at the time of the extension whether or not known to the County.
4 Article 4
5 Notices
6 4.1 Contact Information. The persons and their addresses having authority to give and
7 receive notices provided for or permitted under this Agreement include the following:
8
For the County:
9 Director, Department of Public Health
County of Fresno
10 P.O. Box 11867
Fresno, CA 93775
11
For the Contractor:
12 Kyle Kirkland, President
Kirkland Foundation
13 12950 N. Willow Ave.
Clovis, CA 93619
14
15 4.2 Change of Contact Information. Either party may change the information in section
16 4.1 by giving notice as provided in section 4.3.
17 4.3 Method of Delivery. Each notice between the County and the Contractor provided
18 for or permitted under this Agreement must be in writing, state that it is a notice provided under
19 this Agreement, and be delivered either by personal service, by first-class United States mail, or
20 by an overnight commercial courier service.
21 (A) A notice delivered by personal service is effective upon service to the recipient.
22 (B) A notice delivered by first-class United States mail is effective three County
23 business days after deposit in the United States mail, postage prepaid, addressed to the
24 recipient.
25 (C)A notice delivered by an overnight commercial courier service is effective one
26 County business day after deposit with the overnight commercial courier service,
27 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
28 the recipient.
3
1 4.4 Claims Presentation. For all claims arising from or related to this Agreement,
2 nothing in this Agreement establishes, waives, or modifies any claims presentation
3 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
4 of Title 1 of the Government Code, beginning with section 810).
5 Article 5
6 Termination and Suspension
7 5.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
8 contingent on the approval of funds by the appropriating government agency. If sufficient funds
9 are not allocated, then the County, upon at least 30 days' advance written notice to the
10 Contractor, may:
11 (A) Modify the services provided by the Contractor under this Agreement; or
12 (B) Terminate this Agreement.
13 5.2 Termination for Breach.
14 (A) Upon determining that a breach (as defined in paragraph (C) below) has
15 occurred, the County may give written notice of the breach to the Contractor. The written
16 notice may suspend performance under this Agreement, and must provide at least 30
17 days for the Contractor to cure the breach.
18 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
19 time stated in the written notice, the County may terminate this Agreement immediately.
20 (C) For purposes of this section, a breach occurs when, in the determination of the
21 County, the Contractor has:
22 (1) Obtained or used funds illegally or improperly;
23 (2) Failed to comply with any part of this Agreement;
24 (3) Submitted a substantially incorrect or incomplete report to the County; or
25 (4) Improperly performed any of its obligations under this Agreement.
26 5.3 Termination without Cause. In circumstances other than those set forth above, the
27 County or Contractor may terminate this Agreement by giving at least 30 days advance written
28 notice.
4
1 5.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
2 under this Article 6 is without penalty to or further obligation of the County.
3 5.5 County's Rights upon Termination. Upon termination for breach under this Article
4 6, the County may demand repayment by the Contractor of any monies disbursed to the
5 Contractor under this Agreement that, in the County's sole judgment, were not expended in
6 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
7 demand. This section survives the termination of this Agreement.
8 Article 6
9 Independent Contractor
10 6.1 Status. In performing under this Agreement, the Contractor, including its officers,
11 agents, employees, and volunteers, is at all times acting and performing as an independent
12 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
13 venturer, partner, or associate of the County.
14 6.2 Verifying Performance. The County has no right to control, supervise, or direct the
15 manner or method of the Contractor's performance under this Agreement, but the County may
16 verify that the Contractor is performing according to the terms of this Agreement.
17 6.3 Benefits. Because of its status as an independent contractor, the Contractor has no
18 right to employment rights or benefits available to County employees. The Contractor is solely
19 responsible for providing to its own employees all employee benefits required by law. The
20 Contractor shall save the County harmless from all matters relating to the payment of
21 Contractor's employees, including compliance with Social Security withholding and all related
22 regulations.
23 6.4 Services to Others. The parties acknowledge that, during the term of this
24 Agreement, the Contractor may provide services to others unrelated to the County.
25 Article 7
26 Indemnity and Defense
27 7.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
28 County (including its officers, agents, employees, and volunteers) against all claims, demands,
5
1 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
2 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
3 the performance or failure to perform by the Contractor (or any of its officers, agents,
4 subcontractors, or employees) under this Agreement. The County may conduct or participate in
5 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
6 defend the County.
7 7.2 Survival. This Article 8 survives the termination of this Agreement.
8 Article 8
9 Insurance
10 8.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this
11 Agreement.
12 Article 9
13 Inspections, Audits, and Public Records
14 9.1 Inspection of Documents. The Contractor shall make available to the County, and
15 the County may examine at any time during business hours and as often as the County deems
16 necessary, all of the Contractor's records and data with respect to the matters covered by this
17 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
18 request by the County, permit the County to audit and inspect all of such records and data to
19 ensure the Contractor's compliance with the terms of this Agreement.
20 9.2 State Audit Requirements. If the compensation to be paid by the County under this
21 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
22 California State Auditor, as provided in Government Code section 8546.7, for a period of three
23 years after final payment under this Agreement. This section survives the termination of this
24 Agreement.
25 9.3 Public Records. The County is not limited in any manner with respect to its public
26 disclosure of this Agreement or any record or data that the Contractor may provide to the
27 County. The County's public disclosure of this Agreement or any record or data that the
28 Contractor may provide to the County may include but is not limited to the following:
6
1 (A) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose this Agreement to the public or such governmental
3 agency.
4 (B) The County may voluntarily, or upon request by any member of the public or
5 governmental agency, disclose to the public or such governmental agency any record or
6 data that the Contractor may provide to the County, unless such disclosure is prohibited
7 by court order.
8 (C)This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure under the Ralph M. Brown Act (California
10 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
11 (D)This Agreement, and any record or data that the Contractor may provide to the
12 County, is subject to public disclosure as a public record under the California Public
13 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
14 with section 6250) ("CPRA").
15 (E) This Agreement, and any record or data that the Contractor may provide to the
16 County, is subject to public disclosure as information concerning the conduct of the
17 people's business of the State of California under California Constitution, Article 1,
18 section 3, subdivision (b).
19 (F) Any marking of confidentiality or restricted access upon or otherwise made with
20 respect to any record or data that the Contractor may provide to the County shall be
21 disregarded and have no effect on the County's right or duty to disclose to the public or
22 governmental agency any such record or data.
23 9.4 Public Records Act Requests. If the County receives a written or oral request
24 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
25 and which the County has a right, under any provision of this Agreement or applicable law, to
26 possess or control, then the County may demand, in writing, that the Contractor deliver to the
27 County, for purposes of public disclosure, the requested records that may be in the possession
28 or control of the Contractor. Within five business days after the County's demand, the
7
1 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
2 possession or control, together with a written statement that the Contractor, after conducting a
3 diligent search, has produced all requested records that are in the Contractor's possession or
4 control, or (b) provide to the County a written statement that the Contractor, after conducting a
5 diligent search, does not possess or control any of the requested records. The Contractor shall
6 cooperate with the County with respect to any County demand for such records. If the
7 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
8 CPRA or other applicable law, it must deliver the record or data to the County and assert the
9 exemption by citation to specific legal authority within the written statement that it provides to
10 the County under this section. The Contractor's assertion of any exemption from disclosure is
11 not binding on the County, but the County will give at least 10 days' advance written notice to
12 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
13 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
14 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
15 failure to produce any such records, or failure to cooperate with the County with respect to any
16 County demand for any such records.
17 Article 10
18 Disclosure of Self-Dealing Transactions
19 10.1 Applicability. This Article 10 applies if the Contractor is operating as a corporation,
20 or changes its status to operate as a corporation.
21 10.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
22 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
23 "Self-Dealing Transaction Disclosure Form" (Exhibit D to this Agreement) and submitting it to
24 the County before commencing the transaction or immediately after.
25 10.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
26 a party and in which one or more of its directors, as an individual, has a material financial
27 interest.
28
8
1 Article 11
2 General Terms
3 11.1 Modification. Except as provided in Article 5, "Termination and Suspension," this
4 Agreement may not be modified, and no waiver is effective, except by written agreement signed
5 by both parties. The Contractor acknowledges that County employees have no authority to
6 modify this Agreement except as expressly provided in this Agreement.
7 11.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
8 under this Agreement without the prior written consent of the other party.
9 11.3 Governing Law. The laws of the State of California govern all matters arising from
10 or related to this Agreement.
11 11.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
12 County, California. Contractor consents to California jurisdiction for actions arising from or
13 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
14 brought and maintained in Fresno County.
15 11.5 Construction. The final form of this Agreement is the result of the parties' combined
16 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
17 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
18 against either party.
19 11.6 Days. Unless otherwise specified, "days" means calendar days.
20 11.7 Headings. The headings and section titles in this Agreement are for convenience
21 only and are not part of this Agreement.
22 11.8 Severability. If anything in this Agreement is found by a court of competent
23 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
24 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
25 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
26 intent.
27 11.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
28 not unlawfully discriminate against any employee or applicant for employment, or recipient of
9
1 services, because of race, religious creed, color, national origin, ancestry, physical disability,
2 mental disability, medical condition, genetic information, marital status, sex, gender, gender
3 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
4 all applicable State of California and federal statutes and regulation.
5 11.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
6 of the Contractor under this Agreement on any one or more occasions is not a waiver of
7 performance of any continuing or other obligation of the Contractor and does not prohibit
8 enforcement by the County of any obligation on any other occasion.
9 11.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
10 between the Contractor and the County with respect to the subject matter of this Agreement,
11 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
12 publications, and understandings of any nature unless those things are expressly included in
13 this Agreement. If there is any inconsistency between the terms of this Agreement without its
14 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
15 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
16 exhibits.
17 11.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
18 create any rights or obligations for any person or entity except for the parties.
19 11.13 Authorized Signature. The Contractor represents and warrants to the County that:
20 (A) The Contractor is duly authorized and empowered to sign and perform its
21 obligations under this Agreement.
22 (B) The individual signing this Agreement on behalf of the Contractor is duly
23 authorized to do so and his or her signature on this Agreement legally binds the
24 Contractor to the terms of this Agreement.
25 11.14 Electronic Signatures. The parties agree that this Agreement maybe executed by
26 electronic signature as provided in this section.
27 (A) An "electronic signature" means any symbol or process intended by an individual
28 signing this Agreement to represent their signature, including but not limited to (1) a
10
1 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
2 electronically scanned and transmitted (for example by PDF document) version of an
3 original handwritten signature.
4 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
5 equivalent to a valid original handwritten signature of the person signing this Agreement
6 for all purposes, including but not limited to evidentiary proof in any administrative or
7 judicial proceeding, and (2) has the same force and effect as the valid original
8 handwritten signature of that person.
9 (C)The provisions of this section satisfy the requirements of Civil Code section
10 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
11 Part 2, Title 2.5, beginning with section 1633.1).
12 (D) Each party using a digital signature represents that it has undertaken and
13 satisfied the requirements of Government Code section 16.5, subdivision (a),
14 paragraphs (1)through (5), and agrees that each other party may rely upon that
15 representation.
16 (E) This Agreement is not conditioned upon the parties conducting the transactions
17 under it by electronic means and either party may sign this Agreement with an original
18 handwritten signature.
19 11.15 Counterparts. This Agreement maybe signed in counterparts, each of which is an
20 original, and all of which together constitute this Agreement.
21 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
KIRKLAND FOUNDATION COUNTY OF FRESNO
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4 /� lk
5 K e Kirkland, President Sal ui to C irman of the Board of
Sup sons a County of Fresno
6 12950 N. Willow Ave.
Clovis, CA 93619 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
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By:
10 Deputy
11 For accounting use only:
12 Org No.: 2540
Account No.: 7295
13 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
Scope of Services
Fresno County Spay & Neuter Pilot Program
I. Program Overview
The County of Fresno (County), on behalf of the Board of Supervisors, County Administrative
Office and Department of Public Health, is partnering with the Contractor in support of a low-
cost spay and neuter pilot program. The Department of Public Health (DPH) will provide
program oversight, coordinate with the Contractor, and compile outcomes data collected.
This program aims to reduce pet overpopulation and prevent the incidence of rabies by
providing low-cost spay, neuter and rabies vaccination services to the program's target
population. Spay and neuter pilot program services include, but are not limited to: spay and
neuter procedures for cats and dogs, mandatory rabies vaccines when medically permitted,
develop forms and outreach materials, schedule appointments for services, and collect data to
determine outcomes.
The program will operate for a limited time and provide an opportunity to collect valuable data to
quantify the need for these services and evaluate the most effective, efficient and resourceful
strategy to sustainably support these efforts in the future.
11. Target Population
The target population includes any cat and/or dog owner residing in the unincorporated areas of
Fresno County. Community cats may be included as space and funding permits.
Ill. Location of Services
Veterinary services must be provided in a facility, mobile unit or vehicle registered with the State
of California Department of Consumer Affairs —Veterinary Medical Board pursuant to Business
and Professions Code § 4853.
IV. Description of Requested Services
Services must be provided by, or under the supervision of(when applicable), a veterinarian
licensed to practice veterinary medicine in the State of California.
• Generate forms for the public to complete, including but not limited to an application for
services, applicable waivers and consent forms.
• Develop marketing and outreach materials and methods.
• Devise a mechanism for the public to submit applications and schedule appointments.
• Coordinate with the veterinarian(s) regarding available days, times, capacity,
appointment times, required forms (e.g., applications, waivers, consents, etc.), co-
payment collection, pet drop-off and pick-up and invoicing the County.
• Rabies vaccinations are mandatory for all pets that meet the age requirements and
when it is deemed medically safe by a licensed veterinarian.
• Consult with the County to promote equitable access to services in rural Fresno County
communities.
A-1
Exhibit A
• Develop an appropriate method to invoice the County, report co-payments (to offset
County cost), and render payment to the sub-contracted veterinarian(s) once received
from the County.
• The Contractor will meet with the County monthly to discuss program operations and
data reporting.
V. Staffing Requirements
The Contractor must have a partnership or affiliation with veterinary staff available to provide the
spay, neuter and rabies vaccination services as well as at least one staff member to fulfill the
administrative responsibilities.
VI. Outcomes Data
The Contractor will compile program data and assist the County with final outcomes reporting.
The following data will need to be collected on the application form and reported to the County
monthly for all services provided:
None;
• Species (i.e., cat or dog)
• Breed
• Pet or community cat
• Services provided (i.e., spay, neuter, rabies vaccine)
• Rabies vaccination number
o If a rabies vaccine wasn't administered, why (e.g., age, medical reasons, etc.)?
• Owner name and address
o If a community cat, the zip code where the cat was found or caught.
• Preferred language (decline to answer should be an option)
• Income (decline to answer should be an option)
• Number of household pets receiving services
• Was transportation provided?
This data must be reported to the County at least monthly on an Excel spreadsheet. Invoices
for services will not be paid until the County is in receipt of the completed data set for said
services.
A-2
Exhibit B
Compensation
Fresno County Spay & Neuter Pilot Program
The total funding available for this program is $508,800 and is allocated as shown in Table 1.
TableProgram
Services Allocation
Spay, Neuter & Rabies Vaccines $483,360
Contingency Reserve* $25,440
Total $508,800
'The contingency reserve may be used for spay, neuter and rabies vaccination
services once the initial allocation of$483,360 is exhausted.
The following services will be provided at the costs illustrated in Table 2a and 2b below.
Table 2a: Cats '
ir
Sewice • R.• Total
Spay $70 $12 $82
Neuter J -- $6 ---- - - -$12 ---- -----$72
Table • D. .
Servic! •st, bi •
i
Spay $200 $12 $212
Neuter $150 $12 $162
B-1
Exhibit B
The cost of services will be offset with co-payments from the public for spay and neuter
services, reflected in Table 3. The rabies vaccination will be fully funded by the County.
Cat Spay $20
Cat Neuter $20
Dog Spay $40
Dog Neuter $40
Table 4 shows the total County cost per service the Contractor will invoice the County in
arrears. Payments to the Contractor will not be processed prior to these services being
provided. The invoice must be accompanied by an Excel spreadsheet with the required
outcomes data as described in section VI "Outcomes Data" in Exhibit A to this Agreement.
Table 4: Total County Cost-'-
Cost
Cat Spay $62
Cat Neuter I $52
Dog Spay $172
Dog Neuter $122
Rabies Vaccine $12
B-2
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of
Two Million Dollars ($2,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
None is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2)the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not
less than One Million Dollars ($1,000,000) per occurrence, with an annual aggregate of
Two Million Dollars ($2,000,000). This policy must be issued on a per occurrence basis.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County of Fresno, Department of Public Health, at
C-1
Exhibit C
P.O. Box 11867, Fresno, California 93775, Attention: Contracts Section —61h Floor, or
email to DPHConiracts a fresnocouniyca.Gov, certificates of insurance and
endorsements for all of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3)the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
C-2
Exhibit C
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
C-3
Exhibit D
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name,job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
D-1
Exhibit D
(1) Company Board Member Information:
Name: Kyle R. Kirkland Date: 11/9/2023
Job Title: President
(2) Company/Agency Name and Address:
Kirkland Foundation, 12950 North Willow Avenue, Clovis, CA 93619
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
None
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
Not applicable
(5) Authorized Signature
Signature: K / Date:
11/9/2023
D-2