DOG CONTROL SERVICES CONTRACT FOR FISCAL YEARS 2015 - 2017 KENT COUNTY, DELAWARE THIS AGREEMENT is made as of the 25 day of «Lute 2014 by and between FIRST STATE ANIMAL CENTER & KENT COUNTY SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS, INC/DELAWARE ANIMAL CARE AND CONTROL, a Delaware non-profit corporation (hereinafter referred to as "FSAC/KCSPCA”) and KENT COUNTY LEVY COURT, the governing body of Kent County, a political subdivision of the State of Delaware (hereinafter sometimes referred to as "COUNTY"). WHEREAS, the COUNTY is required to provide dog contsal services in Kent County, Delaware pursuant to Chapter 9 of Title 9 of the Delaware Code; ané, WHEREAS, the COUNTY issued a request for proposal for dog control services on or about May 21, 2013; and, WHEREAS, FSAC/KCSPCA was a timely respondent to the above-referenced request for proposal; and, WHEREAS, KENT COUNTY LEVY COURT and FSCA/KCSPCA desire to enter into a contractual agreement for dog control services for the duration of Fiscal Years 2015, 2016 and 2017, which period begins on July 1, 2014 and concludes after June 30, 2017. ‘NOW, THEREFORE, in consideration of the premises, covenants and agreements contained herein, the parties do hereby agree as follows: 1. FSAC/KCSPCA will provide enforcement of dog control services in Kent County for Fiscal Year 2015 beginning on July 1, 2014 and running through Fiscal Year 2017 ending ‘on June 30, 2017 unless this contractual agreement is terminated sooner in accordance with the provisions contained herein. 2. Physical Facilities, The FSAC/KCSPCA Shelter Facility located at 32 Shelter Circle in Camden, Delaware is a full service animal shelter that includes 72 dog runs and 7 fenced outdoor areas. In addition to these animal service areas there is a main shelter ‘building which houses administration offices, reception, radiology, feed storage, surgery, treatment, and erematory services. Also on the main shelter campus, there is a five stall barn and pasture, and a building which animal control offices are operated from including dispatch.3. Vehicles. FSAC/KCSPCA has six (6) fully equipped vehicles available to be designated to serve Kent County under this contract. Additional support vehicles are available as may be needed. 4. Qualified personnel. The FSAC/KCSPCA has seven (7) DelJIS certified animal control constables or dog wardens available today for dedication to providing dog control services in Kent County. Animal control constables or dog wardens shall possess working knowledge of the Delaware statues, local ordinances, and court system procedures that govern dogs and dog control practices in Kent County, Delaware. Animal control constables or dog wardens shall also be trained in humane treatment and handling of dogs. The kennel facility shall be operated under the immediate direction of a kennel supervisor whose responsibility shall be to manage the kennel in accordance with all applicable laws and regulations of the State of Delaware. All animal control constables, or dog wardens assigned duty in Kent County, Delaware shall be uniformed. . Additional personnel will be hired and trained as necessary. On-duty dog contra} service hours will be from 84M to 10 PM seven (7) days per week, from 10PM to 8AM seven (7) days per week. 5. Communication system. The shelter and dispatch has a six line telephone system with fax line available today. Dispatch office is manned 24/7 and is also equipped with a radio base system. Each animal control constable or dog warden shali be equipped with a hand held radio and laptop computer with air-card for internet connectivity to shelter software and DelJIS. 6. Veterinary Services. The FSAC/KCSPCA has four (4) time Veterinarian and six veterinary technicians on staff that are trained in cruelty investigations, emergency treatment, and shelter medicine best practices. 7. Administrative Infrastructure. The FSAC/KCSPCA is govered by a 18 member Board of Directors. The day to day operations are managed by an Executive Director, Director of Animal Control, Director of Administration, Development Director, Director of Operations, and 58 employees. 8. Payment. Payment for services rendered by the FSAC/KCSPCA shall be paid by the COUNTY te FSAC/KCSPCA monthly and shall be processed during the first business week of each month, FSAC/KCSPCA shall provide the COUNTY with an invoice for payment at least two weeks in advance of the first business week of each month of service. KCSPCA shall be compensated in the amount of $72,414.33 for each month of service provided during Fiscal Year 2015, An annual price escalator/cost of living increase of 3% shall apply for services in Fiscal Years 2016 and 2017 resulting in a monthly compensation of $74,586.76 in Fiscal Year 2016, and a monthly compensation of $76,824.36 in Fiscal Year 2017. 9. Monthly Dog Activity Report. FSAC/KCSPCA shall provide the COUNTY with a monthly dog activity report to be delivered to the COUNTY by the 15th day of each month which shall be limited to all data and statistics pertaining to dog control activities, 2and services rendered by KCSPCA in Kent County, Delaware for the previous month. The monthly dog activity report shall include but not limited to the following information: Number of Dog at large contacts, number of at large dogs collected, number of dogs reunited, number of dogs adopted, number of dogs euthanized, number of citations issued/processed, number of dog bites, and number of kennel inspections performed, The monthly report shall also provide information regarding investigations and enforcement actions relating to dangerous dogs and potentially dangerous dogs. 10. Breach. If either party shall breach the provisions of this agreement and such breach shall continue for five consecutive days after the sending of notice to the breaching party, the non breaching party may terminate the agreement and exercise whatever other legal and or equitable remedies available. If litigation shall be filed, the prevailing party shall be entitled to recover reasonable litigation costs and expenses, including attorney's fees, in addition to any other legal or equitable remedies. 11, Indemnification. FSAC/KCSPCA shall indemnify and hold the COUNTY harmless for any and all claims arising out of its performance of this agreement. FSAC/KCSPCA shall acquire and maintain any insurance deemed by the County to be reasonably necessary and prudent including liability, casualty and comprehensive in amounts sufficient to protect both parties from loss. FSAC/KCSPCA shall indemnify the County against any and all claims ot losses, direct or indisect, including the cost of defense. FSAC/KCSPCA represents that its intention is to maintain full compliance with all applicable laws in performing its contractual duties hereunder, to the end that it will indemnify and hold harmless the COUNTY from all loss or liability caused to it by any non compliance on the part of the FSAC/KCSPCA with any applicable statute, regulation, or court order in the course af performing its duties hereunder. In the absence of any actual loss or liability to the COUNTY, ar liability threatened, by reason of litigation instituted against the COUNTY by a third party premised on acts of FSAC/KCSPCA in its performance of this contract, the COUNTY shall not have an enforceable right to require FSAC/KCSPCA to demonstrate its compliance with any applicable statute, regulation or court order. The foregoing notwithstanding, if the U.S. Department of Justice, the Delaware Department of Justice, ot any Board agency having authority over FSAC/KCSPCA shall institute proceedings in a court of competent jurisdiction or before a regulatory agency resulting in a lawful and final finding from which all appeal rights have been exhausted, that FSAC/KCSPCA has violated an applicable statute, regulation, or court ordet in the course of performing its contractual duties hereunder, the COUNTY may terminate this contract. 12, Termination of Agreement. Either party to this Agreement may terminate this ‘Agreement without cause, by notifying the other party in writing at least 60 calendar days in advance of its intended termination date. 13. Governing Law and Venue. All terms of this Agreement shall be governed by and interpreted pursuant to the laws of the State of Delaware in the courts of the State of Delaware sitting in Kent County. 14, Scope of Services Limitation. This agreement is limited to the provision of dog control services to be provided by FSAC/KCSPCA in Kent County Delaware for the 3express purpose of achieving, maintaining, and enforcing compliance with the provisions of Delaware Code, Title 9, Chapter 9 in Keri County Delaware, and this Agreement shall be binding upon the parties hereto, their heirs, successors, and assigns 15. Notices. All notices and demands required or desired to be given by either pasty to the other with sespect to this agreement shall be in writing and shall be delivered personally, sent by facsimile or electronic mail of sent by U.S. registered mail or certified mail, return receipt requested, postage to be pre-paid and addressed as herein provided. Notices to or demands upon FSAC/KCSPCA shall be addressed to: First State Animal Center & KCSPCA clo Executive Director 32 Shelter Circie Camden DE 19934 Notices to or demands upon the COUNTY shall be addressed to: Kent County Levy Court c/o County Administrator 555 Bay Road Dover DE 19901 16. Grievances. If a complaint or grievance pursuant to any service to be provided by FSAC/KCSPCA under this contract is received by the COUNTY or any official, agent ot department thereof, said complaint or grievance shall be delivered to the County Administrator who shall transfer said complaint or grievance in writing to the Executive Director of FSAC/KCSPCA for investigation and resolution. If within 10 calendar days of receipt of said complaint or grievance by the Executive Director of FSAC/KCSPCA. no satisfactory resolution is produced, the said complaint or grievance shall be delivered in writing to the Board of Directors of the FSAC/KCSPCA for investigation and resolution. FSAC/KCSPCA shall give the COUNTY timely notice of the results of the investigation of any grievance and information tegarding the resolution of the grievance. 17. Board of Directors Membership. The COUNTY shall have the option to nominate a petson to serve as a member in full standing of the FSAC/KCSPCA Board of Directors. The person will be nominated by the COUNTY to the FSAC/KCSPCA. Nomination Committee for approval. Upon approval this person will serve as a liaison to the COUNTY. 18. Customer Service Training. The COUNTY shall notify and will make available to the employees of FSAC/KCSPCA all customer service training sessions and materials provided to employees of the COUNTY. On an annual basis, employees of FSAC/KCSPCA will attend training sessions offered by the COUNTY, and/or te will otherwise utilize said training materials provided by the COUNTY.IN WITNESS WHEREOF, the parties hereto have caused this agreement 10 be executed as of the date first written above. KENT COUNTY LEVY COURT ow IEA AE ATTEST: Beene 0. 79, —Ragects Clerk of the Peaée ATTEST: Wi as County AttomnéyOFFER AND ACCEPTANCE FORM ‘TO THE KENT COUNTY LEVY COURT ~ DOG CONTROL SERVICES ‘The undersigned herby offers and agrees to furnish the material or service in compliance with all terms, scope of work, conditions, specifications, and amendments in the Request for Proposal. The undersigned hereby states, under penalty of perjury, that all information provided is true, eccurate, and complete and states that he/she has authority to submit this proposal, which will result in a binding contract if accepted by the Kent County Levy Court. We acknowledge receipt of the following addendum(s) [ certify, under penalty of perjury, tha¢ I have legal authorization to bind the firm hereund For clarification of this offer, contact: City: ACCEPTANCE OF OFFER: SD Contact Term: yt, Zod Hhrough Sune 30, 207 ‘The Contractor is now bound to sell the materials or services listed by th attached contract and based upon the Invitation for Proposal, including all terms, conditions, specifications, amendments, et. andthe Contractor's Offer as accepted by the County The Contractor has been cautioned not to commence any billable work or to provide any material or service ‘under the contract until the Contractor received purchase order and/or a notice to proceed from the Kent County Levy Court Director of Finance, ‘COUNTERSIGNED: ashy Date cast oY RYTMEMORANDUM ‘OFFICE OF THE ADMINISTRATOR 555 BAY RoaD Dover, DELAWARE 19901 PHONE: (302)744-2305 TO: Levy Court Commissioners FROM: Mike Petit de Mange, AICP ‘County Administrator DATE: June 12,2014 SUBJECT: Proposed Dog Control Services Contract with KCSPCA In May 2014, the County Administrator issued a Request for Proposals announcement for Dog Control Services (hereinafter referred to as “RFP”). This RFP was advertised in the News Journal and the Delaware State News on May 21, 2014, and again on May 25, 2014 in fulfillment of the requitement to advertise at least one time per week for two (2) consecutive weeks. The RFP announcement and Proposal Specifications Document were also placed on the Kent County website on May 19, 2014 and have remained for the duration of the announcement period, This RFP was issued for the purpose of identifying a qualified contractor and for executing a total lump sum fixed fee contract for Dog Contral Services in accordance with the minimum requirements set forth in Delaware Code, Title 9, Chapter 9 (Dog Control) for a contract term anticipated to run for three (3) years commencing on July 1, 2014 and concluding on June 30, 2017. The current Dog Control Services Contract with First State Animal Care/KCSPCA is set to expire on June 30, 2014 ‘The submission deadline was at 3PM on Wednesday, June 4, 2014 with a Public Opening scheduled for 3:01 PM on June 4, 2014 which was conducted in Room 220 in the Kent County Administrative Complex. There was only one (1) proposal received that was submitted by First State Animal Care/KCSPCA. A copy of the proposal is attached for your reference. ‘Contract Proposal ‘Attached you will find a Draft Contract Proposal for Dog Control Services to be provided by First State Animal Care/KCSPCA. The term of the Contract would run for three (3) consecutive fiscal years beginning on July 1, 2014 and concluding after June 30, 2017. The Proposed Contract matches our Current Contract in form and substance.Memo to Levy Court Commissioners RE: Proposed Dog Control Contract Sune 12, 2014 Page 2 Contract Fee The total proposed Contract Fee for Fiscal Year 2015 would be $868,971.96 which is the same fee charged for the current year Contract (FY2014). The County would be billed monthly for services and would pay one twelfth of the Contract Fee for each month of service. The Contract Fee Proposal includes a 3% escalator for both F¥2016 and FY2017. The following Table illustrates the Fee Proposal ConTRACT Fee SCHEDULE ~FY2015 THRU FY2017 Fiscau YEAR TOTAL CONTRACT FEE. MONTHLY Pa’ Current Year+) 3368.97.96 $72,414.33, FY2015 $868,971.96 $72,414.33 FY2016 $895,041.12 $74,586.76 FY2017, $921,892.35 $76,824.36 Should Levy Court choose to enter into this Proposed Contract, the following motion is offered for consideration: MOTION: I move to approve the Kent County SPCA Dog Control Services Contract for Fiscal Years 2015, 2016 and 2017 as presented this day, Tuesday, (us 24, 2014, and further move to authorize and direct the President af Levy Court to execute said Contract on behalf of Kent County Levy by In Court. \ MA Bus My? LHI sags Arpwrel Othe Bus I ity- KE YY ap GRAVE Fa O%, This item is scheduled for review and discussion during the Administration Committee Meeting of Tuesday, June 17, 2014. Representatives from First State Animal Prnako- Care/KCSPCA will be on hand to discuss this Proposed Contract and to answer any questions about the same. Should you have any questions or wish to discuss any aspect of this Proposed Contract prior to the Committee Meeting, please contact me ‘Thank you.