1997-115-Execute Animal Licencing Agreement Among The Humane Society Of Santa Clara ValleyRESOLUTION 1997 - 115
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE ANIMAL, LICENSING
AGREEMENT AMONG THE HUMANE SOCIETY OF SANTA CLARA VALLEY,
THE CITY OF MILPITAS, THE CITY OF SANTA CLARA, THE CITY OF SAN JOSE, THE
CITY OF CAMPBELL, THE TOWN OF LOS GATOS, THE CITY OF MONTE SERENO,
AND THE CITY OF SARATOGA
WHEREAS, the Town of Los Gatos was a participant in an agreement with the Central
Animal Hospital for animal licensing services; and
WHEREAS, the Central Animal Hospital has notified the Town that it has cancelled its
agreement to provide shelter, veterinary care, and animal licensing services for the Town; and
WHEREAS, the Town of Los Gatos is a participant in an agreement with the Humane
Society of Santa Clara Valley for animal control field services, shelter, and veterinary care; and
WHEREAS, the Humane Society of Santa Clara Valley has offered to provide the City
of Milpitas, the City of Santa Clara, the City of San Jose, the City of Campbell, the Town of Los
Gatos, the City of Monte Sereno, and the City of Saratoga with animal licensing services; and
WHEREAS, each of the cities has determined that it is in their best interest to cooperate
in the continuing operation of an animal licensing program;
NOW, THEREFORE, BE IT RESOLVED, by the Town Council of the Town of Los
Gatos, County of Santa Clara, State of California, that the Town Manager is authorized, and is hereby
directed, to execute an agreement with the Humane Society of Santa Clara Valley for animal licensing
services as provided in Exhibit A, on behalf of the Town of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of
Los Gatos, California, held on the 20th day of October, 1997 by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Jan Hutchins, Linda Lubeck,
Mayor Joanne Benjamin
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR OF THE TOWN O L�jS GATOS
SOS GATOS, CALIFORNIA,,. J
ATTEST:
..ems
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ANIMAL LICENSING AGREEMENT
AMONG
THE HUMANE SOCIETY OF SANTA CLARA VALLEY,
THE CITY OF MILPITAS, THE CITY OF SANTA CLARA,
THE CITY OF SAN JOSE, THE CITY OF CAMPBELL,
THE TOWN OF LOS GATOS, THE CITY OF MONTE SERENO,
THE CITY OF CUPERTINO, AND THE CITY OF SARATOGA
EXHIBIT A
TABLE OF CONTENTS
Page
RECITALS .................................... ..............................1
SECTION 1. PURPOSE ................... ...............................
1
SECTION2. TERM ........................ ..............................2
SECTION 3. NAME OF LICENSING PROGRAM .............................
2
SECTION 4. SERVICES PROVIDED ........ ...............................
2
SECTION 5. ANIMAL LICENSING RESOURCES AND PROGRAM COSTS ...... 3
SECTION 6. PROGRAM FUNDING ......... ...............................
4
SECTION 7. INCENTIVE PAYMENT ....... ...............................
5
SECTION 8. DISBURSEMENT OF EXCESS FEES AND QUARTERLY REPORTING
6
SECTION 9. PAYMENTS ................. ...............................
6
SECTION 10. NEW PARTIES TO THIS AGREEMENT ........................
7
SECTION 11. CITY UNIT MEMBERS WITHDRAWING .......................
7
SECTION 12. TERMINATION OF AGREEMENT ............................
7
SECTION 13. SEGREGATED PROGRAM FUNDS AND DUTY TO
MAINTAIN
RECORDS......................... ..............................8
SECTION 14. ASSIGNMENT .............. ...............................
9
SECTION 15. INDEPENDENT CONTRACTOR RELATIONSHIP/NO
EMPLOYEE
BENEFITS......................... ..............................9
SECTION 16. INDEMNIFICATION ......... ...............................
9
SECTION 17. INSURANCE ............... ...............................
10
SECTION 18. NONDISCRIMINATION ..... ...............................
10
SECTION 19. GIFTS ....................... .............................10
SECTION 20. COMMUNICATIONS ........ ...............................
10
SECTION 21. GOVERNING LAW ......... ...............................
10
SECTION 22. VENUE ................... ...............................
1 I
SECTION 23. COMPLIANCE WITH ALL LAWS ............................
I1
SECTION 24. OWNERSHIP OF MATERIALS ..............................
11
SECTION25. WAIVER .................... .............................11
SECTION 26. CONFLICT OF INTEREST ... ...............................
11
SECTION 27. MISCELLANEOUS ......... ...............................
12
EXHIBIT`A.. . .................................. ..............................1
EXHIBIT"B .. .................................. ..............................1
EXHIBIT"C .. .................................. ..............................1
ANIMAL LICENSING AGREEMENT
AMONG
THE HUMANE SOCIETY OF SANTA CLARA VALLEY,
THE CITY OF MILPITAS, THE CITY OF SANTA CLARA,
THE CITY OF SAN JOSE, THE CITY OF CAMPBELL,
THE TOWN OF LOS GATOS, THE CITY OF MONTE SERENO,
THE CITY OF CUPERTINO, AND THE CITY OF SARATOGA
THIS AGREEMENT is hereby made and entered into this Sl�day of Tune , 1997 (the "EFFECTIVE
DATE ") by and among the HUMANE SOCIETY of Santa Clara Valley, a California non - profit public benefit
corporation (hereinafter "HUMANE SOCIETY', the CITY OF MILPITAS, a municipal corporation (hereinafter
' IVnPITAS "), the CITY OF SANTA CLARA, a municipal corporation (hereinafter "SANTA CLARA'�, the CITY
OF SAN JOSE, a municipal corporation (hereinafter "SAN JOSE ") the CITY OF CAMPBELL (hereinafter
"CAMPBELL "), the TOWN OF LOS GATOS (hereinafter "LOS GATOS "), the CITY OF MONTE SERENO
(hereinafter " MONTE SERENO'�, the CITY OF CUPERTINO (hereinafter "CUPERTINO "), and the CITY OF
SARATOGA (hereinafter "SARATOGA "). MILPITAS, SANTA CLARA, SAN JOSE, CAMPBELL, LOS
GATOS, MONTE SERENO, CUPERTINO., AND SARATOGA are sometimes hereinafter referred to collectively
as "CITY UNIT."
RECITALS
WHEREAS MILPITAS, SANTA CLARA, and SAN JOSE, previously have entered into an Animal
Licensing Agreement among themselves and the HUMANE SOCIETY, dated -2S -9G ; and
WHEREAS Section 10 of that Animal Licensing Agreement, contemplates the addition of new parties to
the agreement; and
WHEREAS the COUNTY OF SANTA CLARA (hereinafter "COUNTY") has ceased the provision of all
animal licensing services to the incorporated cities located within the COUNTY; and
WHEREAS SAN JOSE has maintained the personnel, equipment and materials needed to provide certain
animal licensing services to its residents and those of the other Cities within the CITY UNIT and
WHEREAS to achieve a substantial reduction in operating costs while maintaining existing service levels,
CITY UNIT desires HUMANE SOCIETY to provide certain animal licensing services to the residents of CITY
UNIT under the terms and conditions set forth below.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
SECTION I PURPOSE.
The purpose of this AGREEMENT is to set forth the manner in which HUMANE SOCIETY shall provide certain
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animal licensing services to CITY UNIT and to replace that Animal Licensing Agreement among MILPITAS,
SANTA CLARE, SAN JOSE and the HUMANE SOCIETY, dated �- ?S 9 S.
SECTION 2. TERM.
The term of this AGREEMENT shall be from the EFFECTIVE DATE until June 30, 1998.
SECTION 3 NAME OF LICENSING PROGRAM.
The licensing services program shall be named the "South Bay Animal Licensing Program" (hereinafter the
"PROGRAM ").
SECTION 4 SERVICES PROVIDED.
HUMANE SOCIETY shall provide the following animal licensing services (hereinafter the "SERVICES' to the
residents of CITY UNIT in the same manner and to the same degree for each City within the CITY UNIT:
A. Maintain current dog and cat licensing and/or registration files, including - without limitation, dog and cat
licenses and/or registrations issued and delinquent renewals.
B. Issue new and renewal dog licenses and/or dog license tags to dog owners who fulfill the applicable dog
license application requirements, all as may be required by applicable laws and ordinances.
C. Issue new and renewal cat licenses and/or cat license tags and/or cat registrations to cat owners who fulfill
the applicable cat license application and/or registration requirements, if any, all as may be required by
applicable laws and ordinances.
D. Answer licensing questions by telephone, mail or in person and refer other animal control questions to the
appropriate agency.
E. Establish a service desk at the HUMANE SOCIETY, 2530 Lafayette Street, Santa Clara, California, or such
other location which HUMANE SOCIETY may designate from time to time, where persons may apply for
a dog or cat license and/or registration, or other animal license or registration as may be required by
applicable laws or ordinances. HUMANE SOCIETY may designate another location for the service desk
which is central to the residents of CITY UNIT. HUMANE SOCIETY may establish procedures whereby
persons may apply for or renew licenses for dogs, cats or other animals through the mail. If HUMANE
SOCIETY establishes a mailing procedure, then HUMANE SOCIETY shall provide license applications
to CITY UNIT and each city of CITY UNIT may designate and maintain locations in its city where persons
may obtain these license applications at no cost to the person. HUMANE SOCIETY may distribute license
applications to veterinary offices and pet shops and at other appropriate locations.
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SECTION 5. ANIMAL LICENSING RESOURCES AND PROGRAM COSTS.
A. The HUMANE SOCIETY shall be responsible for hiring the personnel, leasing the office space, and
purchasing or leasing the materials, supplies, furniture, and telecommunications, postal, and other equipment
(excepting only computers, printers and software identified in paragraph B, below) reasonably necessary
to provide the SERVICES listed in SECTION 4. All costs reasonably necessary to provide the SERVICES
including the maintenance, repair and upgrade of the computer hardware and software identified in B, below,
shall be the PROGRAM COSTS. The HUMANE SOCIETY may use the PROGRAM COSTS to calculate
the UNIT CHARGES, discussed below in SECTION 7. In addition, it is presumed that the PROGRAM
COSTS include but are not necessarily limited to:
The DIRECT COSTS which are attributable to the PROGRAM, such as the cost for personnel,
license tags, renewal mailer forms, supplies, utilities, rent, postage and telecommunications;
2. The PROGRAM'S share of the HUMANE SOCIETY'S Management and General Cost Allocation;
and
3. A REINVESTMENT PAYMENT. The REINVESTMENT PAYMENT shall be 3.5% of the total
of DIRECT COSTS and the PROGRAM'S share of the HUMANE SOCIETY'S Management and
General Cost Allocation. The REINVESTMENT PAYMENT shall be fixed at the time the
OPERATING BUDGET is accepted in accordance with SECTION 7. The REINVESTMENT
PAYMENT shall be used by the HUMANE SOCIETY for reinvestment in the CITY UNIT s Animal
Licensing and Animal Services operations pursuant to Section 30652 of the California Food and
Agricultural Code.
B. Use of SAN JOSE Computer Hardware and Software.
SAN JOSE shall allow the HUMANE SOCIETY to use SAN JOSE's computer equipment and
software, as set forth in EXHIBIT "A" entitled "SAN JOSE's COMPUTER EQUIPMENT" for the
purpose of providing SERVICES for so long as the HUMANE SOCIETY provides SERVICES to
SAN JOSE under this AGREEMENT.
2. HUMANE SOCIETY shall use all reasonable care, skill and caution in operating, using and
maintaining SAN JOSE's COMPUTER EQUIPMENT,
3. SAN JOSE shall pay for ordinary, routine maintenance, repairs and hardware /software upgrades to
SAN JOSE's COMPUTER EQUIPMENT. HUMANE SOCIETY shall promptly report to SAN
JOSE the need for any such maintenance, repairs, or hardware /software upgrades to SAN JOSE'S
COMPUTER EQUIPMENT. HUMANE SOCIETY shall reimburse SAN JOSE for the costs of any
maintenance, repairs or hardware/software upgrades at the time of the final disbursement of
PROGRAM FEES in excess of UNIT CHARGES in accordance with SECTION 9, below, only if
the UNIT CHARGES collected cover HUMANE SOCIETY's necessary and reasonable costs
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incurred to provided the SERVICES.
4. HUMANE SOCIETY shall pay to SAN JOSE any costs and expenses for any maintenance or repairs
necessitated by HUMANE SOCIETY's abusive, unsafe or otherwise inappropriate or improper use
of SAN JOSE'S COMPUTER EQUIPMENT within thirty (30) days of the date of an invoice from
SAN JOSE for the payment of these costs or expenses.
5. HUMANE SOCIETY and SAN JOSE shall meet at least once every twelve (12) months to conduct
an inventory and inspection of SAN JOSE'S COMPUTER EQUIPMENT.
SECTION 6 PROGRAM FUNDIN G.
A. Service Units. The PROGRAM'S SERVICE UNITS are a sum of:
1. The license renewals which are sent out by the HUMANE SOCIETY and returned by residents with
payments; and
2. The new license applications submitted by residents with payments and processed by the HUMANE
SOCIETY.
B. Base Volume. The PROGRAM'S BASE VOLUME for the next fiscal year is equal to the total number of
SERVICE UNITS projected for the end of the year at the time the proposed annual operating budget is
presented in accordance with SECTION 6D below.
C. Unit Charges. A unit charge shall be and include the amount that each city of CITY UNIT shall be charged
by the HUMANE SOCIETY for each of the PROGRAM'S SERVICE UNITS generated by their residents.
The HUMANE SOCIETY shall establish annually two unit charges at the time the operating budget is
presented in accordance with SECTION 6D below. The two UNIT CHARGES shall be the BASE
VOLUME UNIT CHARGE and the EXCESS BASE VOLUME UNIT CHARGE.
1. Base Volume Unit Charge. The BASE VOLUME Unit Charge is the per SERVICE UNIT charge
which if the HUMANE SOCIETY achieves the BASE VOLUME in SERVICE UNITS by the end
of the year, all of the PROGRAM COSTS contained in the adopted annual OPERATING BUDGET
will be recovered.
2. Exceed Base Volume Unit Charge. The EXCEED BASE VOLUME Unit Charge is the per
SERVICE UNIT charge which each City of CITY UNIT shall pay when the number of SERVICE
UNITS generated for the entire CITY UNIT in a given fiscal year exceeds the BASE VOLUME.
D. Presentation of the Annual Operating Budget and Unit Charges. On or before May 31 of each year,
HUMANE SOCIETY shall provide each city of CITY UNIT with a projected operating budget, including
without limitation personnel expenses, an estimate of projected revenue from SERVICE UNITS for the
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upcoming fiscal year, the BASE VOLUME UNIT CHARGE and the EXCEED BASE VOLUME UNIT
CHARGE to be used during the next fiscal year, the direct costs attributable to the PROGRAM, and a
Management and General Cost Allocation using the same methodology as the main "Animal Services
Agreement" with the CITY UNIT. The projected operating budget shall be based on ending the upcoming
fiscal year with the same number of total licenses in the data base for each CITY UNIT member as projected
for the end of the current fiscal year when the projected operating budget is presented. HUMANE SOCIETY
may adjust the operating budget, including personnel expenses, from time to time as may be reasonably
required in HUMANE SOCIETY's determination, provided that any such adjustment shall not have a
significant adverse impact on the SERVICES provided to the residents of CITY UNIT.
E. Withdrawal Adjustment. Notwithstanding SECTION 12 below, if a city of CITY UNIT decides to withdraw
from this AGREEMENT after HUMANE SOCIETY presents to CITY UNIT the unit charges for the
upcoming fiscal year for certain PROGRAM SERVICE UNITS set forth in SECTION 6, and before the next
July 31, then:
1. On or before the next July 31, the withdrawing city of CITY UNIT shall give at least ten (10) days'
prior written notice to HUMANE SOCIETY and the other cities of CITY UNIT of:
a. Its decision to withdraw from this AGREEMENT; and
b. The effective date of its decision, which date shall be on or before the next July 31; and
2. On or before the next September 30 following its receipt of the notice of withdrawal, HUMANE
SOCIETY shall present to CITY UNIT revised UNIT CHARGES for PROGRAM SERVICE
UNITS adjusted to reflect the withdrawal of the withdrawing city. The revised unit charges shall
become effective on October 1 and remain in effect until the end of that fiscal year.
SECTION 7. INCENTIVE PAYMENT.
As an incentive payment, the HUMANE SOCIETY shall receive 25% of any positive difference when for each city
of CITY UNIT, AMOUNT A, defined below, is subtracted from AMOUNT B, defined below. If for any given city
of CITY UNIT, there is no positive difference between AMOUNT A and AMOUNT B, there is no incentive
payment. Any incentive payment received by the HUMANE SOCIETY shall be used by the HUMANE SOCIETY
for reinvestment in THE PROGRAM pursuant to Section 30652 of the California Food and Agricultural Code.
For any city of CITY UNIT, AMOUNT A is the city's planned total PROGRAM revenues from SERVICE UNITS
minus the city's planned total BASE VOLUME Unit Charges from SERVICE UNITS for the upcoming fiscal year
presented with the operating budget.
For any city of CITY UNIT, AMOUNT B is the city's PROGRAM revenues from SERVICE UNITS, minus the
city's paid UNIT CHARGES from SERVICE UNITS for the fiscal year just completed.
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SECTION 8 DISBURSEMENT OF EXCESS FEES AND QUARTERLY REPORTIN G.
A. The fiscal year for the PROGRAM shall begin on July 1 and end on June 30 of each year. The fiscal quarter
shall end, respectively, on September 30, December 31, March 31 and June 30 of each year.
B. Disbursement of Excess PROGRAM Fees. If the cumulative aggregate amount of fees received from
PROGRAM SERVICE UNITS from the residents of a city of CITY UNIT exceeds the UNIT CHARGES
charged to the city as set forth in SUBSECTION 6C, above, HUMANE SOCIETY shall disburse that excess
amount to the city quarterly with the quarterly combined activity report and income statement discussed in
SECTION 8C, below. For the last quarterly report of the fiscal year or the June 30 report, the HUMANE
SOCIETY may retain any incentive payments earned in calculating the final quarterly disbursement amount.
C. Quarterlyo Op rtinE. The HUMANE SOCIETY shall submit a quarterly combined activity report and
income statement for the PROGRAM to each city of CITY UNIT. These reports shall be submitted to CITY
UNIT within thirty (30) days following the end of a fiscal year quarter, except for the last quarter which
shall be due within thirty (30) days of when HUMANE SOCIETY closes the PROGRAM's books after the
end of the fiscal year. The quarterly report shall include the following year -to -date information for each city,
as of the end of each quarter in a format similar to the one set forth in Exhibit `B" entitled South Bay Y -T -D
Financial Report.
1. The total number of SERVICE UNITS generated. If the total number of SERVICE UNITS
generated for the CITY UNIT exceeds the BASE VOLUME, the HUMANE SOCIETY shall show
the number in each category for each city.
2. The total PROGRAM revenue collected.
3. The total UNIT UHAKUtC) cnargea at or oeLow Lne ni/Lo S vui -uivtz mtu auvvc u- u� i
VOLUME.
4. The PROGRAM fees collected over UNIT CHARGES, the amount already reimbursed in previous
quarters and the amount to be reimbursed for the immediately preceding quarter.
5. The final quarterly report shall include a statement of incentive payment deductions from the final
quarterly payment.
SECTION 9. PAYMENT
A. Payments to HUMANE SOCIETY. Payments to HUMANE SOCIETY from each city of CITY UNIT shall
be due and payable within thirty (30) days from the date of invoice from HUMANE SOCIETY. Payments
from a city of CITY UNIT that are not received by HUMANE SOCIETY within said thirty (30) day period,
shall be deemed delinquent without demand or notice to the city involved. Five percent (5 %) of any and all
delinquent amounts owed to HUMANE SOCIETY will be added as a late payment penalty to the original
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payment amount and will be payable to HUMANE SOCIETY together with the delinquent payment.
If HUMANE SOCIETY is owed an amount under this AGREEMENT by a city and the amount is
delinquent, HUMANE SOCIETY may deduct amounts owed to HUMANE SOCIETY by that city under
this AGREEMENT from any payment HUMANE SOCIETY makes to that city under this AGREEMENT.
B. Payments from HUMANE SOCIETY. HUMANE SOCIETY shall make ongoing quarterly disbursements
of excess PROGRAM fees collected over UNIT CHARGES within thirty (30) days of the close of a quarter,
except that the. final quarterly and annual clean-up payment shall be within thirty (30) days of when the
HUMANE SOCIETY closes the PROGRAM's books for the fiscal year just completed.
SECTION 10. NEW PARTIES TO THIS AGREEMENT.
The HUMANE SOCIETY may provide the SERVICES to other cities who become parties to this AGREEMENT
and accept all of the terms and conditions of this AGREEMENT in force at the time the CITY UNIT becomes a
party to this AGREEMENT. Cities who wish to join and participate in this AGREEMENT shall be charged the
additional direct costs incurred by HUMANE SOCIETY to incorporate the city into the PROGRAM when the
expenditures primarily benefit the joining city. Otherwise, PROGRAM costs incurred shall be shared by HUMANE
SOCIETY and CITY UNIT, including the joining city, in accordance with the terms and provisions of this
AGREEMENT.
SECTION 11 CITY UNIT MEMBERS WITHDRAWING.
Any city of CITY UNIT shall have the right to withdraw from this AGREEMENT, without cause, by giving not
less than sixty (60) days written notice to HUMANE SOCIETY and the other cities of CITY UNIT. Withdrawal
by a city of CITY UNIT shall not terminate this AGREEMENT, as to the HUMANE SOCIETY and the other cities
of CITY UNIT. PROGRAM fees collected in excess of UNIT CHARGES for the withdrawing city through the
effective date of the withdrawal will be paid to the withdrawing city with the next quarterly payment. The
calculation for an INCENTIVE PAYMENT shall be made based on the year -to -date performance at the time the
withdrawing city leaves the PROGRAM. If an INCENTIVE PAYMENT has been earned, it shall be deducted from
the next quarterly payment.
SECTION 12 TERMINATION OF AGREEMENT.
A. This AGREEMENT may be terminated upon the occurrence of any of the following events:
1. Upon written consent of both the CITY UNIT and the HUMANE SOCIETY.
2. By either the CITY UNIT or the HUMANE SOCIETY immediately upon notice to the other if the
other breaches any material obligation under this AGREEMENT and such breach remains for at least
thirty (30) days following written notice thereof to the breaching party.
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Immediately upon written notice by the CITY UNIT to HUMANE SOCIETY, if HUMANE
SOCIETY has a receiver appointed for all or substantial part of its business or assets, if the
HUMANE SOCIETY is named as a debtor in a proceeding in the United States Bankruptcy Court
or if HUMANE SOCIETY ceases its non - profit operations.
4. Upon at least sixty (60) days' prior written notice by CITY UNIT to HUMANE SOCIETY of its
desire to terminate this AGREEMENT without cause.
B. Upon the effective date of any termination of this AGREEMENT, HUMANE SOCIETY's obligation to
provide SERVICES to CITY UNIT under this AGREEMENT shall cease and CITY UNIT's obligation for
the HUMANE SOCIETY to retain UNIT CHARGES for SERVICE UNITS processed after the effective
date of the termination shall cease, provided the parties shall have any and all remedies available under law
for any breach of this AGREEMENT and may renegotiate a new AGREEMENT for the provision of Animal
Licensing Services.
C. In the event the contract is terminated by CITY UNIT for the convenience of CITY UNIT before the
completion date (June 30, 1998), HUMANE SOCIETY will be reimbursed for termination costs of
commitments made in good faith to accomplish this AGREEMENT. These costs may include, but are not
limited to, non - recoverable lease commitments for office space and equipment. HUMANE SOCIETY
SHALL follow prudent business practices in negotiating leases and shall not be bound to negotiate leases
coterminous with this AGREEMENT.
D. Any termination costs incurred as set forth in Section 1213, will be reimbursed to the extent possible through
a deduction from the final reimbursement of PROGRAM FEES in excess of UNIT CHARGES collected
as of the effective date of the termination.
SECTION 13 SEGREGATED PROGRAM FUNDS AND DUTY TO MAINTAIN RECORDS.
A. HUMANE SOCIETY shall account for and maintain adequate records to separately record and track all
licensing fees, refunds to residents, quarterly payments to CITY UNIT members and funds transferred to reimburse
the HUMANE SOCIETY general fund for HUMANE SOCIETY costs associated with the PROGRAM. The
HUMANE SOCIETY shall maintain accurate records of all revenues and expenses of the PROGRAM including
any transactions to and from the PROGRAM bank account all in accordance with generally accepted accounting
principals.
B. HUMANE SOCIETY shall keep for a minimum period of three (3) years from the termination date of the
AGREEMENT, or such longer period as may be required by law, itemized and detailed work records, ledgers, books
of accounts, invoices, vouchers, canceled checks and other documents evidencing or relating to the performance
of the SERVICES and revenues and expenses for the PROGRAM.
C. Any documents required to be maintained by the HUMANE SOCIETY pursuant to this AGREEMENT shall
be made available to the CITY UNIT for inspection or audit at any reasonable time during regular business hours
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upon written requests by CITY UNIT, or its designated representatives, during the term of this AGREEMENT.
Unless an alternative is mutually agreed upon by the parties hereto, the records shall be available at the HUMANE
SOCIETY's address indicated for receipt of notices in this AGREEMENT. Upon request, HUMANE SOCIETY
shall provide copies of such documents to the CITY UNIT for inspection at the City Hall designated by the CITY
UNIT, when it is practical to do so.
D. If the CITY UNIT has reason to believe that any of the HUMANE SOCIETY's documents relating to this
AGREEMENT may be lost or discarded due to a dissolution, or cessation of the HUMANE SOCIETY corporation
or its operation, the CITY UNIT may, by written request by the CITY UNIT, or its designated representatives,
require that custody of copies of the records maintained by the HUMANE SOCIETY for the PROGRAM and
SERVICES be given to the CITY UNIT. At the discretion of the CITY UNIT, these documents may be maintained
by the CITY UNIT at the City Hall designated by the CITY UNIT. The CITY UNIT shall grant access to these
records to any party authorized by the HUMANE SOCIETY, the HUMANE SOCIETY's representatives or the
HUMANE SOCIETY's successor -in- interest, if any; or as required by law.
SECTION 14. ASSIGNMENT.
The HUMANE SOCIETY shall obtain the CITY UNIT's prior written consent before utilizing any contractors,
subcontractors, or other agents to perform any of the SERVICES under this AGREEMENT. No party to this
AGREEMENT shall assign or transfer any interest in this AGREEMENT, nor the performance of any obligations
hereunder, without the prior written consent of the other parties hereto. Any attempt by a party to so assign or
transfer any interest, right, duty or obligation arising hereunder shall be void and of no effect.
SECTION 15. INDEPENDENT CONTRACTOR RELATIONSHIP/NO EMPLOYEE BENEFITS.
HUMANE SOCIETY shall not be construed as the partner, legal representative or employee of CITY UNIT for any
purpose whatsoever or as the agent of CITY UNIT, except for the limited purpose of performing SERVICES and
operating the PROGRAM in accordance with this AGREEMENT and any city ordinances. Neither party shall act
or attempt to act or represent itself directly or by implication as having any such status or relationship. HUMANE
SOCIETY shall have the relationship of independent contractor for each City of the CITY UNIT and the CITY
UNIT. Except as specifically provided in this AGREEMENT, each party shall be solely responsible for all
obligations and liabilities pertaining to the business, activities and facilities of that party. As an independent
contractor, HUMANE SOCIETY shall obtain no rights to retirement benefits or other benefits which accrue to
CITY UNIT's employees and HUMANE SOCIETY on behalf of itself and any and all of its employees, directors,
shareholders, contractors, subcontractors, assignees, transferees and other agents, hereby expressly waives any
claim it may have to any such rights.
SECTION 16. INDEMNIFICATION.
HUMANE SOCIETY shall defend, with counsel approved by CITY UNIT, indemnify and hold harmless CITY
UNIT, its officers, employees and agents against any and all claims, actions, loss, liability or expense (including
attorneys' fees) resulting in any way from SERVICES performed under this AGREEMENT due to any alleged or
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actual, willful or negligent acts (active or passive) or omissions by HUMANE SOCIETY's officers, employees or
agents. The acceptance of SERVICES and duties by CITY UNIT shall not operate as a waiver of such right of
indemnification.
SECTION 17. INSURANCE.
HUMANE SOCIETY shall procure and maintain at its own expense the insurance policies set forth in EXHIBIT
"C" entitled "Insurance." All policies, endorsements, certificates and/or binders shall be subject to approval by
CITY UNIT. These requirements are subject to amendment or waiver if so approved by CITY UNIT. HUMANE
SOCIETY agrees to provide CITY UNIT with a copy of all said policies, certificates and/or endorsements before
SERVICES are provided under this AGREEMENT and to maintain such policies, certificates and/or endorsements
in full force and effect during the term of this AGREEMENT.
SECTION 1.8. NONDISCRIMINATION.
HUMANE SOCIETY shall not discriminate, in any way, against any person on the basis of age, sex, race, color,
ancestry, religious creed, national origin, sexual orientation, age, physical or mental disability, medical condition,
marital status or denial of family care leave in connection.with or related to the performance of this AGREEMENT.
SECTION 19 GIFTS.
A. The HUMANE SOCIETY knows that each city of the CITY UNIT has prohibitions against the acceptance of
gifts by a CITY UNIT officer or designated employee.
B. The HUMANE SOCIETY shall not offer any CITY UNIT officer or designated employee gifts prohibited by
the Code of Ethics or Municipal Code of each city of the CITY UNIT.
C. The offer or giving of any gift prohibited by a Code of Ethics or a Municipal Code shall constitute a material
breach of the AGREEMENT by the HUMANE SOCIETY. In addition to any other remedies the CITY UNIT
may have in law or equity, the CITY UNIT may terminate this AGREEMENT for such breach as provided in
Section 12A2 of this AGREEMENT.
SECTION 20 COMMUNICATIONS.
Any notices permitted or required under this AGREEMENT shall be deemed to have been received when delivered
in person or on the third (3rd) business day after the date on which mailed, by registered or certified mail, postage
prepaid, and addressed to the party for whom intended at the address set forth below its signature at the end of this
AGREEMENT and to the attention of the individual who executed the AGREEMENT for such party.
SECTION 21 GOVERNING LAW.
The law governing this AGREEMENT is that of the State of California.
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Rev. 08/11/97
SECTION 22. VENUE.
In the event that suit shall be brought by any party to this AGREEMENT against another party, the parties agree
that the venue shall be exclusively vested in the state courts of the County of Santa Clara, or where otherwise
appropriate, exclusively in the United States District Court, Northern District of California, San Jose, California.
SECTION 23. COMPLIANCE WITH ALL LAWS.
A. The HUMANE SOCIETY shall comply with all applicable laws, rules, policies, regulations, codes and
ordinances of the federal, State and CITY UNIT governments in the performance of the SERVICES and all of
its duties and obligations under this AGREEMENT.
B. Without limiting in any way the provisions of the preceding subsection 23A, the HUMANE SOCIETY shall
comply fully with the Public Records Act, California Government Code Sections 6250, et seq., in the same
manner that the CITY UNIT complies with this law with regard to records maintained by the HUMANE
SOCIETY on behalf of CITY UNIT which relate to the SERVICES and the PROGRAM. The HUMANE
SOCIETY shall consult and coordinate with the CITY UNIT prior to responding to any formal request under
the Public Records Act for records related to or generated pursuant to this Agreement. Nothing in this Section
shall be construed to create any obligation on the part of the HUMANE SOCIETY to produce the books and
records of the HUMANE SOCIETY not otherwise subject to the Public Records Act.
ECTION 24. OWNERSHIP OF MATERIALS
All reports, documents or other materials provided to the CITY UNIT by the HUMANE SOCIETY shall upon
delivery thereof become the property of the CITY UNIT, without restriction or limitation upon their subsequent use
by the CITY UNIT; provided, however, that database software programs or other data organization methods,-except
those listed in Exhibit "A" over which San Jose retains ownership, used by the HUMANE SOCIETY in preparing
the report, document or other material provided to the CITY UNIT by the HUMANE SOCIETY shall remain the
exclusive property of the HUMANE SOCIETY, without restriction or limitations upon their use.
SECTION 25. WAIVER.
Waiver by a party of any breach or violation of any term or condition of this AGREEMENT by another party shall
not be deemed to be a waiver by that party or another party hereto of any other term or condition herein or a waiver
of any subsequent breach or violation of the same or any other term or condition. The acceptance by a party hereto
of the performance of any obligation or duty by another party shall not be deemed to be a waiver of any term or
condition of this AGREEMENT.
SECTION 26. CONFLICT OF INTEREST.
The HUMANE SOCIETY certifies that to the best of its knowledge, no CITY UNIT employee or officer of any
public agency has any pecuniary interest in the business of HUMANE SOCIETY and that no person associated with
Animal Licensing Agreement Page 11 of 21
Rev. 08/11/97
the HUMANE SOCIETY has any interest that would conflict in any manner or degree with the performance of this
AGREEMENT. HUMANE SOCIETY represents that it presently has no interest and shall not acquire an interest,
direct or indirect, which could conflict in any manner or degree with the provisions of California Government Code
§87100 ( "The Fair Political Practices Act ") and following; and, certifies that it does not know of any facts which
constitute a violation of said provisions. HUMANE SOCIETY will notify CITY UNIT if a conflict arises.
SECTION 27. MISCELLANEOUS.
A. Entire Agreement. This AGREEMENT, including all EXHIBITS attached hereto, represents the entire
understanding of the parties as to those matters contained herein. No prior oral or written understanding shall
be of any force or effect with respect to those matters covered hereunder. This AGREEMENT may be modified
only by a written amendment duly executed by the parties to this AGREEMENT.
B. Interpretations. In construing or interpreting this AGREEMENT, the word "or" will not be construed as
exclusive and the word "including" will not be limiting. The cities of CITY UNIT agree that this AGREEMENT
will be fairly interpreted in accordance with its terms without any strict construction in favor of or against
HUMANE SOCIETY or CITY UNIT and any ambiguity will not be interpreted against HUMANE SOCIETY.
C. Invalid Provisions. If any provision of this AGREEMENT shall be held illegal, invalid or unenforceable, in full
or in part, such provision will be modified to the minimum extent necessary to make it legal, valid and
enforceable, and the other provisions of this AGREEMENT will not be affected thereby and shall remain in full
force and effect to the fullest extent possible.
D. Further Documents. The cities of CITY UNIT shall, upon request, sign and deliver such other documents as may
be reasonably required to carry out the intent and provisions of this AGREEMENTS.
E. Calculations. For all calculations and accounting required under this AGREEMENT, generally accepted
accounting principles and practices shall be employed.
F. Due Dates. If a due date set forth in this AGREEMENT falls on a weekend or holiday recognized by HUMANE
SOCIETY and all cities of CITY UNIT, then the due date shall be deemed to fall on the next business day.
G. Counterpart Execution. This AGREEMENT may be executed in one or more counterparts, each of which shall
be deemed an original, and all of which together shall constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the EFFECTIVE DATE.
L \DATA\ W PV UL1A\ 1996\LICENSE.05
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Animal Licensing Agreement
Rev. 08/11/97
Page 12 of 21
APPROVED AS TO FORM:
Deputy City Attorney
ATTEST:
City Clerk
CITY OF SAN JOSE
REGINA V.K. WILLIAMS
City Manager
Address:
801 North First Street
San Jose, CA 95110
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Animal Licensing Agreement Page 13 of 21
Rev. 08/11/97
APPROVED AS TO FORM:
Deputy City Attorney
ATTEST:
City Clerk
CITY OF MILPITAS
City Manager
Address:
455 East Calaveras Boulevard
Milpitas, CA 95035
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Animal Licensing Agreement Page 14 of 21
Rev. 08/11/97
APPROVED AS TO FORM:
ORRY P. KORB
Town Attorney
ATTEST:
MARIAN V. COSGROVE
Town Clerk
TOWN OF LOS GATOS
DAVID W. KNAPP
Town Manager
Address:
110 E. Main Street
Los Gatos, CA 95030
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Animal Licensing Agreement Page 15 of 21
Rev. 08/11/97
APPROVED AS TO FORM:
WILLIAM B. SELIGMANN
City Attorney
ATTEST:
ANNE BYBEE
City Clerk
CITY OF CAMPBELL
BERNARD M. STROJNY
City Manager
Address:
70 North First Street
Campbell, CA 95008
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Animal Licensing Agreement Page 16 of 21
Rev. 08/11/97
Charles Killian
City Attorney
ATTEST:
Kimberly Smith
City Clerk
CITY OF CUPERTINO
Donald D. Brown
City Manager
Address:
10300 Torre Avenue
Cupertino, CA 95014 -3202
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Animal Licensing Agreement Page 17 of 21
Rev. 08/11/97
APPROVED AS TO FORM:
ROBERT J.LOGAN
City Attorney
ATTEST
ANDREA CHELEMENGOS
City Clerk
CITY OF MONTE SERENO
GAY F. STRAND
City Manager
Address:
18041 Saratoga -Los Gatos Road
Monte Sereno, Ca 95030
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Animal Licensing Agreement Page 18 of 21
Rev. 08/11/97
CITY OF SARATOGA
APPROVED AS TO FORM:
MICHAEL S. RIBACK LARRY PERLIN
City Attorney Acting City Manager
ATTEST: Address:
13777 Fruitvale Avenue, CA 95070
Saratoga, CA 95070
GRACE E. CORY
City Clerk
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Animal Licensing Agreement Page 19 of 21
Rev. 08/11/97
APPROVED AS TO FORM:
JULIA MANDEVILLE
Assistant City Attorney
ATTEST:
JUDY BOCCIGNONE
City Clerk
CITY OF SANTA CLARA
JENNIFER SPARACINO
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
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Animal Licensing Agreement Page 20 of 21
Rev. 08/11/97
HUMANE SOCIETY OF SANTA CLARA VALLEY
APPROVED AS TO FORM:
CHRISTINE ARNOLD
Executive Director
2530 Lafayette Street
Santa Clara, CA 95050
Animal Licensing Agreement Page 21 of 21
Rev. 08/11/97
ANIMAL LICENSING AGREEMENT
AMONG
THE HUMANE SOCIETY OF SANTA CLARA VALLEY,
THE CITY OF MILPITAS, THE CITY OF SANTA CLARA,
THE CITY OF SAN JOSE, THE CITY OF CAMPBELL,
THE TOWN OF LOS GATOS, THE CITY OF MONTE SERENO,
THE CITY OF CUPERTINO, AND THE CITY OF SARATOGA
EXHIBIT "A"
SAN JOSE'S SOUTH BAY ANIMAL LICENSING
EQUIPMENT AND SOFTWARE
QTY ITEM/DESCRIPTION
A. SERVER SYSTEM:
AST PREMIUM SE 4/660 Model 33 500999 -001 (Serial # USS 4008293)
486DX2/66 processor
32 MB RAM
AST 500961 -001 256k cache
1.44MB 3.5" floppy disk drive
Microsoft PS /2 mouse, pad, and Port
Full tower case
300W power supply
MSDOS 6.0
MS Windows V3.1
PowerChute Plus for Novell
1 Hyundai HMM413 14" SVGA color monitor (Serial #MAGHA307627147)
1 101 enhanced keyboard - SN # 91030909
1 TEAC 5.25" 1.2MB floppy disk drive
2 Maxtor MXT540S 540MB SCSI hard disk
1 Internal tape backup (Serial #593050481831)
1 American Power Conversion Smart UPS 900 (SN# S93050483 1)
B. COMMUNICATIONS:
6 Intel EtherExpress Card - Combo AUI/BNC/RC -45
1 US Robotics SPORTSTER FAX 14.4 external, v.32bis
1 Cabletron HUB w /12 ports, 10 Base T
C. CLIENT SYSTEMS:
5 AST BRAVO LC 4/33 Model 213W 501197 -007
Serial # 0000 1992: OOAA0038E846 - USC 701 -2004
Animal Licensing Agreement/Exhibit "A" Page I of 2
Serial # 0000 1992: OOAA00340906 - USC 701 -1742
Serial # 0000 1992: OOAA003DF5CD - USC 701 -1860
Serial # 0000 1992: OOAA003400DC - USC 701 -1721
Serial # 0000 1992: OOAA0033FOC4 - USC 701 -1867
8MB RAM
1.44MB 3.5" floppy disk drive
21OMB IDE hard disk
Microsoft PS /2 mouse
MSDOS 6.0, MS Windows V3.1
[B -2]
5 AST VISION 4
Serial #
Serial #
Serial #
Serial #
Serial #
L 501180 -001 14" SVGA color monitors
333 G 7000 E 24976
318 RT 000 E 20553
322 RT 000 E 23996
323 RT 000 E 21009
331 G 7000 E 21902
5 AST KEYBOARDS Model KB 101
Serial # 615 - 31506
Serial # 614 - 31724
Serial # 614 - 31516
Serial # 614 - 32194
Serial # 614 - 32330
ISOBAR surge protector - 8 outlets
D. PRINTERS
1 HP LaserJet 4 600DPI (Serial # JPBX 016670)
2 High Speed Impact Printer (6 Part) Epson DSX 8000
Serial # OVZO 022719
Serial # OVZO 022800
E. SYSTEM SOFTWARE:
Novell Netware 386 v3.11 (10 users)
Cheyenne ArcServe (Tape Backup (NLM) Software)
Gupta SQLBase NLM (5 user)
Gupta Quest Report Writer
MS Office (Word, Excel, Powerpoint, Mail) with 3 additional user packages
Oceal Isle ReachOut Communications
Mapinfo, SQLDataLink, StreetMap -
Chameleon/CMS Software License
Animal Licensing Agreement/Exhibit "A" Page 2 of 2
ANIMAL LICENSING AGREEMENT
AMONG
THE HUMANE SOCIETY OF SANTA CLARA VALLEY,
THE CITY OF MILPITAS, THE CITY OF SANTA CLARA,
THE CITY OF SAN JOSE, THE CITY OF CAMPBELL,
THE TOWN OF LOS GATOS, THE CITY OF MONTE SERENO,
THE CITY OF CUPERTINO, AND THE CITY OF SARATOGA
EXHIBIT "B"
SAMPLE SOUTH BAY (SBAL) QUARTERLY FINANCIAL REPORT
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Animal Licensing Agreement/Exhibit'B" Page t of t
ANIMAL LICENSING AGREEMENT
AMONG
THE HUMANE SOCIETY OF SANTA CLARA VALLEY,
THE CITY OF MILPITAS, THE CITY OF SANTA CLARA,
THE CITY OF SAN JOSE, THE CITY OF CAMPBELL,
THE TOWN OF LOS GATOS, THE CITY OF MONTE SERENO,
THE CITY OF CUPERTINO, AND THE CITY OF SARATOGA
EXHIBIT "C"
INSURANCE REQUIREMENTS
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Animal Licensing Agreement/Exhibit "C" Page I of I