1995-127-Execute An Agreement With Humane Society Of Santa Clara Valley For Providing Animal Control Services To The Five West Valley CitiesRESOLUTION 1995 -127
ADOPT RESOLUTION AUTHORIZING THE TOWN MANAGER TO EXECUTE AN
AGREEMENT WITH HUMANE SOCIETY OF SANTA CLARA VALLEY FOR
PROVIDING ANIMAL CONTROL SERVICES TO THE FIVE WEST VALLEY CITIES
WHEREAS, the County of Santa Clara no longer provides animal control services to
cities; and
WHEREAS, each of the West Valley Cities (Campbell, Cupertino, Los Gatos, Monte
Sereno, and Saratoga) has identified a need to provide animal related services within their
communities; and
WHEREAS, the West Valley Cities have determined that it is in their best interest to
cooperate in the operation of an Animal Control Services Program; and
WHEREAS, each of the West Valley Cities desire to continue the operation of the
Animal Control Services Program for the benefit of the citizens of their jurisdictions, and to
participate in the Program, and to declare their commitment to share financially in the Program;
and
WHEREAS, the West Valley Animal Service Committee reviewed and analyzed
alternatives for field services and has decided it is in the best interest to continue contracting with
the Humane Society.
NOW, THEREFORE, BE IT RESOLVED, the Town Manager is authorized and
directed to excute the Agreement with the Humane Society of Santa Clara Valley for providing
animal services to the five West Valley Cities for the period from July 1, 1995 to June 30, 1998,
attached as Exhibit A hereto.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of
Los Gatos, California, held on the 5th day of September, 1995 by the following vote.
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Linda Lubeck,
Mayor Patrick O'Laughlin
NAYS: None
ABSENT: None
ABSTAIN: None /C$���
SIGNED: �JA
MAYOR OF THE TO+WFLOSGATOS
LOS GATOS, CALIFORNIA
ATTEST: /
CLERK OF THE TOWN OF LOS ATOS
LOS GATOS, CALIFORNIA
ANIMAL SERVICES AGREEMENT
between
THE HUMANE SOCIETY OF SANTA CLARA VALLEY
a Non - profit Public Benefit Corporation
and
the CITY UNIT of
CAMPBELL, CUPERTINO, LOS GATOS,
MONTE SERENO, and SARATOGA
TOWN CLERK.
AGR• 7.i 11,6
. y �
TABLE OF CONTENTS
1.
Animal Services
(a) Services Provided . . . . . . . . . . . . . .
. . 1
(b) Commencement of Services . . . . . . . . . . .
. . 2
2.
Field Services
(a) Field Services . . . . . . . . . . . . . . . .
. . 2
(b) Response Criteria . . . . . . . . . . . . .
. . 4
(c) Operating Schedules . . . . . . . . . . . .
. . 5
(d) Emergency Response . . . . . . . . . . . . .
. . 5
(e) Appointment as Animal Control Officers . . . .
. . 6
3.
Dead Animal Services
(a) Dead Animal Services . . . . . . . . . . . . .
. . 6
(b) Operating schedules . . . . . . . . . . . . .
. . 6
4.
Records Regarding Animal Services
(a) Maintenance of Records . . . . . . . . . . . .
. . 7
(b) Inspection of Records . . . . . . . . . . . .
. . 7
(c) Monthly Report . . . . . . . . . . . . . . . .
. . 7
(d) Yearly Report . . . . . . . . . . . . . . . .
. . 8
5.
Other Responsibilities
(a) Sheltering of Animals. . . . . . . . . . . .
. . 8
(b) City Ordinances . . . . . . . . . . . . . . .
. . 10
(c) Responsibility for Administrative Hearings . .
. . 10
(d) Timely Payments . . . . . . . . . . . . . . . .
. . 10
6.
Payment Provisions
(a) Payment Schedule . . . . . . . . . . . . . . .
. . 10
(b) Payment Amounts . . . . . . . . . . . . . . .
. . 11
(c) Transition Adjustment . . . . . . . . . . . .
. . 11
(d) Inspection of Financial Records . . . . . . .
. . 12
7.
Term and Termination of Agreement
(a) Term . . . . . . . . . . . . . . . . . . . .
. . 12
(b) Termination . . . . . . . . . . . . . . . . .
. . 12
(c) Effects of Termination . . . . . . . . . . . .
. . 13
(d) Termination Costs . . . . . . . . . . . . . . .
. . 13
8.
Indemnification . . . . . . . . . . . . . . . . . .
. . 14
9.
Insurance . . . . . . . . . . . . . . . . . . . . .
. . 14
10.
Independent Contractor Relationship . . . . . . .
.. 15
11.
Assignability . . . . . . . . . . . . . . . . . .
. . 15
12.
Notices . . . . . . . . . . . . . . . . . . . . . .
. . 16
13.
Nondiscrimina .on. . . . . . . . . . . .
. . . . . . 16
14.
Ownership of Materials . . . . . . . . .
. . . . . . . 17
15.
Gifts . . . . . . . . . . . . . . . . . .
. . . . . . . 17
16.
Venue . . . . . . . . . . . . . . . . . .
. . . . . . . 17
17.
General Provisions
(a) Entire Agreement. . . . . . . . . .
18
(b) Waivers . . . . . . . . . .
. . . . . . . 18
(c) Interpretations
. . . . . . . . . .
(d) Invalid Provisions
. . . . 18
. . . . . . . . .
(e) Further Documents . . . . . . . . .
. . . . . . . 19
. . . . 19
(f) California Law. . . . . . . . . .
. . . . . 19
(g) Counterpart Execution . . . . . . .
. . . . . . . 19
EXHIBIT A - Insurance . . . . . . . . . . . .
. . . . . . . 22
ANIMAL SERVICES AGREEMENT
This Animal Services Agreement ( "AGREEMENT ") is entered into as of the
1st day of July, 1995 (the "Effective Date ") , by HUMANE SOCIETY of
Santa Clara Valley, a California non - profit public benefit corporation
( "HUMANE SOCIETY ") , and the Cities of Campbell, Cupertino, Monte
Sereno, Saratoga, and the Town of Los Gatos ( "CITY UNIT ") . This
AGREEMENT supersedes in its entirety the previous AGREEMENT of 1 April,
1994, and the AMENDMENT TO ANIMAL SERVICES AGREEMENT dated 30 June,
1995.
RECITAL
In consideration for certain payments and promises by CITY UNIT, HUMANE
SOCIETY has agreed to perform certain Animal Services for CITY UNIT.
AGREEMENT
Now, therefore, in consideration of the mutual covenants set forth in
this AGREEMENT, HUMANE SOCIETY and CITY UNIT agree as follows:
1. ANIMAL SERVICES
(a) Services Provided. For the consideration set forth
herein, HUMANE SOCIETY shall provide to CITY UNIT the Field Services
and Dead Animal Services described in this AGREEMENT. These two
categories of services are collectively referred to herein as
the "Animal Services," and each category of services is sometimes
1
hereinafter referred to as a "Program Unit." The Animal services shall
be provided by HUMANE SOCIETY in accordance with all applicable
federal, state, and local laws and ordinances.
(b) Commencement of Service. The Field Services and Dead
Animal Services shall begin on the Effective Date of this AGREEMENT.
2. FIELD SERVICES
(a) Field Services. HUMANE SOCIETY shall provide vehicles,
communications equipment, office supplies, field and administrative
personnel, and any other personnel, supplies, and equipment reasonably
required to perform the following services (the "Field Services "):
Field Services:
(i) Investigation and resolution of code violations,
including issuance of citations as appropriate, in
accordance with city ordinances or state statutes
upon request from any city of the CITY UNIT.
(ii) Investigation and resolution of dangerous dog
complaints.
(iii) Bite investigations.
(iv) Pick -up of injured stray dogs and cats without
regard to weight and injured wildlife (excluding
birds) that weigh 50 lbs. or less, that are located
on public property or readily accessible on private
property with the permission of the property owner
or the property owner's authorized agent.
2
(v) Police assists on animal- related issues when the
call is initiated by the police or the condition
requiring assistance has been verified by the
police.
(vi) Respond to emergency calls. (The term "emergency
calls" means complaints of animal bites or attacks
on humans that are in progress, or where a bite has
occurred and where the animal remains an immediate
threat to persons.)
(vii) Pick -up of confined stray dogs, cats, and other
small animals, to include rabbits, chickens,
turkeys, geese, and ducks, and excluding confined
wildlife such as opossums, raccoons, skunks, or
squirrels.
(viii) Pick up of dead animals from city streets and
public property as defined in 3(a) below.
HUMANE SOCIETY will respond to the other animal- related issues from the
CITY UNIT and its residents providing that the costs of services will
be reimbursed on a time and material basis that reflects the actual
cost incurred by the HUMANE SOCIETY, including subcontracted services.
These services include transportation and sheltering for animals not
accepted by the CITY UNIT Animal Shelter Provider at the HUMANE SOCIETY
or other appropriate location.
HUMANE SOCIETY will shelter animals for which it has appropriate
01
facilities and which the Animal Shelter Provider cannot accommodate due
to either species or hours of operation at the following rates:
7/1/95- 7/1/96- 7/1/97-
6/30/96 6/30/97 6/30/98
Dogs and Cats $57.29 $59.58 $61.97
Other Animals 25.00 26.00 27,04
Resources will perform the services listed above on a priority basis.
Timely response guidelines are prioritized as follows:
#1 Sick and injured animals
#2 Vicious animals
#3 Confined stray pick -up
#4 Code enforcement
#5 Bite investigations
#6 Dead animal pick -up (dogs, cats, small animals, deer)
Priorities may be adjusted based on the immediate threat to a person or
another animal.
The HUMANE SOCIETY will perform the field services to the extent that
resources allow. The CITY UNIT recognized that lower priority items
may either not be completed and have to be referred back to the City
for action or be completed over a time period which may exceed 24
hours.
(b) Response Criteria. The Field Services are based upon City
or citizen complaints and requests. HUMANE SOCIETY Animal Control
Officers will target response times to complaints and requests to
HUMANE SOCIETY in accordance with the following guidelines:
4
(i) Immediate response of one (1) hour or less within
reasonable limits allowed by staffing availability,
to Emergency Calls, Police Assists, and critically
sick or injured animals. (The term "Emergency
Calls" means complaints of a bite or attack on a
human in progress or where a bite or attack has
occurred and where the animal remains an immediate
threat to persons or property.)
(ii) Response within four (4) hours of receiving a call
for animals that were running at large and that are
now confined by a resident.
(iii) Response within eight (8) hours of receiving a call
regarding other biting, vicious, injured or sick
animals, quarantines, and dead animal pick -ups.
(c) operating Schedules. Except as defined in 2(e) below, the
HUMANE SOCIETY will have no obligation to respond outside of the
regularly scheduled shift hours of the HUMANE SOCIETY Animal Control
Officers. The initial regularly scheduled hours of the Animal Control
Officers will cover sixteen (16) hours per day, from 7:00 a.m. to 11:00
p.m., every day, but may be reasonably adjusted from time to time by
mutual agreement of the CITY UNIT and HUMANE SOCIETY if the service
levels are impacted. HUMANE SOCIETY's telephone switchboard will be
staffed with a dispatcher to accept calls twenty -four (24) hours per
day, every day.
(d) Emergency Response. Any calls defined in 2(b)(i)
(Emergency Calls, Police Assists, critically sick and injured animals)
61
arising between the hours of 11:00 p.m. and 7:00 a.m. will be handled
by city staff or on an "As Available" basis by the HUMANE SOCIETY if
requested by CITY UNIT. The applicable city will be billed at the rate
of $36.40 per hour (July 1, 1995 - June 30, 1996) , $37.86 (July 1, 1996
-June 30, 1997) and $39.37 (July 1, 1997 - June 30, 1998) , with a
minimum charge of one hour for field services rendered by the HUMANE
SOCIETY between 11:00 p.m. and 7:00 a.m. daily.
(e) Appointment as Animal Control Officers. CITY UNIT hereby
appoints as animal control officers ( "Animal Control Officers ") as such
term is contemplated by §830.9 of the California Penal Code, those
HUMANE SOCIETY personnel executing Field Services, as defined in
Section 2(a), on behalf of CITY UNIT, with full power to exercise the
powers of arrest of a peace officer and the power to serve warrants, as
authorized or directed by a member of the CITY UNIT.
3. DEAD ANIMAL SERVICES
(a) Dead Animal Services. HUMANE SOCIETY shall provide
vehicles, storage facilities, disposal mechanisms, field and
administrative personnel, and any other personnel, supplies and
equipment, required to perform the following services (the "Dead Animal
Services "):
(i) Pick up of dead animals, including wildlife, from
city streets and public property.
(ii) owner identification and notification, if possible.
(iii) Disposal.
(b) Operating Schedules. HUMANE SOCIETY shall provide Dead
Animal Services seven (7) days a week between the hours of 7:00 a.m.
and 11:00 P.M. HUMANE SOCIETY shall be available to the public for
2
drop -off and disposal of dead animals at its shelter facility seven (7)
days a week, twenty -four (24) hours a day.
4. RECORDS REGARDING ANIMAL SERVICES
(a) Maintenance of Records. HUMANE SOCIETY shall maintain
accurate records regarding its performance of Animal Services under
this AGREEMENT. Such records shall include Field Services records
regarding calls, dispatches and Animal Control Officers' responses, and
Dead Animal Services Records regarding receipt and disposal of dead
animals.
(b) Inspection of Records. HUMANE SOCIETY's records regarding
Animal Services shall be open to inspection by CITY UNIT or CITY UNIT's
designated representative, upon request of CITY UNIT during HUMANE
SOCIETY's regular business hours.
(c) Monthly Report. HUMANE SOCIETY shall deliver to each
participating city of the CITY UNIT during the term of this AGREEMENT
a monthly Animal Control Report summarizing Field Services and Dead
Animal Services provided by HUMANE SOCIETY for that city. This report
shall include but not be limited to the following information:
(i) Number of Animal Control calls received for which a
response was provided, broken down by
- Type of animal
- Type of call
- Average response time for each type of call
(upon completion of HUMANE SOCIETY's
computerized call tracking system)
7
Number of calls received broken down by
- Calls received for services we provide
- Calls received for services we do not provide
(Requested services will be noted)
(iii) Number of dead animals picked up and brought to the
shelter by
- Animal Control
- City residents
(d) Yearly Report. HUMANE SOCIETY shall complete and submit
to the County of Santa Clara Public Health Department the Annual Report
of Local Rabies Control Activities for all activities it provides for
the CITY UNIT. Activities provided by the CITY UNIT's Animal Shelter
Provider will be supplied separately to the County by the CITY UNIT's
Animal Shelter Provider or by the CITY UNIT. These include:
Sections:
A. Dogs vaccinated in "actual cost" public vaccination clinics
B. Dogs licensed in "actual cost" public vaccination clinics
C. Number of "actual cost" public vaccination clinics held
D. Individual vaccination fee charged
E. Total number of dogs licensed in jurisdiction
G.2. Dogs surrendered by owner
G.3. Dogs impounded for quarantine
H. Disposition of dogs impounded
5. OTHER RESPONSIBILITIES
(a) Sheltering of Animals. Animals to be impounded which are
0
taken into custody for the CITY UNIT by the HUMANE SOCIETY shall be
delivered to the CITY UNIT's Animal Shelter Provider. The CITY UNIT
and the HUMANE SOCIETY agree to the following division of
responsibilities between the HUMANE SOCIETY, the CITY UNIT's Animal
Control Provider and the CITY UNIT's Animal Shelter Provider:
(i) Citizens from any of the four cities of the CITY
UNIT who bring stray animals to the HUMANE SOCIETY
shelter will be redirected to the Animal Shelter
Provider. No stray animals from the CITY UNIT will
be accepted by the HUMANE SOCIETY.
(ii) The Animal Shelter Provider will be open to receive
animals brought in by Animal Service Officers
during the normal hours of operation for HUMANE
SOCIETY Field Services - 7:00 a.m. to 11:00 o.m.
daily, 7 days per week.
(iii) The Animal Shelter Provider will be responsible for
collecting and rebating back to the cities any fees
and /or penalties collected from CITY UNIT citizens,
including home quarantine fees.
(iv) The Animal Shelter Provider will interface with the
County Health Department for the testing of rabies -
suspect animals.
(v) The Animal Shelter Provider will be responsible for
the shelter, emergency veterinary care, reclaim,
adoption and /or final disposition of all stray
animals brought to their facility by either the
9
HUMANE SOCIETY's Animal Services Officers or local
citizens.
(b) City Ordinances. The cities of the CITY UNIT intend to
work together to establish uniform animal control ordinances and
citation authority among the cities composing the CITY UNIT. As part
of this process, CITY UNIT and HUMANE SOCIETY agree to cooperate in an
effort to define
(i) Overall philosophy for code enforcement and the
CITY UNIT's expectations of the HUMANE SOCIETY in
code enforcement.
(ii) What ordinances and state mandates are to be
enforced.
(iii) How these ordinances and mandates should be
enforced.
(iv) What the HUIUANE SOCIETY's discretionary limits are.
(c) Responsibility for Administrative Hearings. The HUMANE
SOCIETY shall not be responsible for or bear the expense of arranging
and conducting any required hearings regarding dangerous dogs. HUMANE
SOCIETY's Animal Control officers will appear at no additional cost to
the CITY UNIT at the hearings if required.
(d) Timely Payments. CITY UNIT shall promptly deliver to
HUMANE SOCIETY the payments hereinafter required under this AGREEMENT
for the Animal Services provided by HUMANE SOCIETY.
6. PAYMENT PROVISIONS
(a) Payment Schedule
Payments shall be made to the HUMANE
10
SOCIETY in equal monthly installments. The HUMANE SOCIETY agrees to
invoice each city of the CITY UNIT fifteen (15) days before the first
of the following month. All installment payments by the CITY UNIT
shall be due and payable in advance on the first business day of each
month during the term of our AGREEMENT, and if unpaid, shall be
delinquent on the tenth business day of each month without demand or
notice to the CITY UNIT. Five percent (5 %) of the amount of all
delinquent payments shall be added as a service charge and shall be
payable by the CITY UNIT together with the delinquent payments.
(b) Payment Amounts. For all Animal Services to be provided
by and for the performance of all other obligations of the HUMANE
SOCIETY to CITY UNIT under this AGREEMENT, CITY UNIT agrees to pay
HUMANE SOCIETY the following sums for the defined periods of this
AGREEMENT:
July 1, 1995 to
June 30, 1996
$ 168,522
July 1, 1996 to
June 30, 1997
$ 175,263
July 1, 1997 to
June 30, 1998
$ 182,273
Billings will be divided among the four cities /town of the CITY UNIT as
directed by the Animal Services Committee. In April of each year,
beginning in 1996, the Animal Services Committee will notify the HUMANE
SOCIETY of the percentage shares of each city /town.
(c) Transition Adjustment. Upon execution of this AGREEMENT,
the payment provisions of the Amendment to Animal Services Agreement,
dated June 30, 1995, is superseded. A payment adjustment will be
11
included in the first invoice under this agreement to reflect the new
contract price and revised allocation percentages among the cities and
a lump sum for the contract differential incurred in the transition to
the new contract terms.
(d) Inspection of Financial Records. HUMANE SOCIETY's
financial books and records pertaining to its provision of Animal
Services shall be open to inspection and audit by CITY UNIT, or its
designated representative, at CITY UNIT's expense, at any time during
normal business hours during the term of this AGREEMENT. In
addition,HUMANE SOCIETY will provide the CITY UNIT with a copy of its
annual audited financial statements, audit management letter and
responses.
7. TERM AND TERMINATION OF AGREEMENT
(a) Term. The term of this AGREEMENT shall be for a period
from July 1, 1995, through June 30, 1998.
(b) Termination. This AGREEMENT may be terminated earlier at
any time:
(i) upon the written consent of both the CITY UNIT and
the HUMANE SOCIETY.
(ii) 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 unremedied for at
least thirty (30) days following written notice
thereof to the breaching party.
(iii) immediately upon written notice by the CITY UNIT to
12
HUMANE SOCIETY if HUMANE SOCIETY has a receiver
appointed for all or substantial part of its
business or assets, if a bankruptcy proceeding is
brought by or against HUMANE SOCIETY as a debtor,
or if HUMANE SOCIETY ceases its business
operations.
(iv) upon at least three (3) months prior written notice
by CITY UNIT to HUMANE SOCIETY of its desire to
terminate this AGREEMENT.
(c) Effects of Termination. Upon the effective date of any
termination of this AGREEMENT, HUMANE SOCIETY's obligation to provide
Animal Services to CITY UNIT under this AGREEMENT shall cease, and CITY
UNIT's obligation to make payments hereunder for periods of time after
the effective date of termination shall cease, provided that the
parties shall have any and all remedies available under law for any
breach of this AGREEMENT.
(d) Termination Costs. In the event the CITY UNIT elects to
terminate this AGREEMENT prior to June 30, 1998, the CITY UNIT agrees
to the following lump sum termination payment recognizing the HUMANE
SOCIETY lease obligations with respect to office space and vehicle
requirements for said CITY UNIT. It is further understood that the
termination payment set forth herein is the pro rata share for CITY
UNIT as of the effective date of this agreement which will be reduced
accordingly if the HUMANE SOCIETY subsequently enters into agreements
to provide services to other private or public sector agencies not
13
under contract during the 1995 -96 fiscal year.
Termination Cost
if agreement is not
renewed eff. 7/1/96
$7,804.00
8. Indemnification
Termination Cost
if agreement is not
renewed eff. 7/1/97
$4,770.00
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) arising out of, based upon, or resulting in
any way from work or services performed under this AGREEMENT due to any
alleged or actual, willful or negligent acts (active or passive) or
omissions by HUMANE SOCIETY's officers, employees or agents. The
acceptance of said services and duties by CITY UNIT shall not operate
as a waiver of such right of indemnification.
9. INSURANCE
HUMANE SOCIETY agrees to procure and maintain at its own
expense the insurance policies set forth in EXHIBIT A, entitled
"Insurance," which is attached hereto and incorporated herein. All
policies, endorsements, certificates and /or binders shall be subject to
approval by CITY UNIT as to form and content. 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 work commences under this
AGREEMENT and to maintain such
14
policies, certificates and /or
endorsements in full force and effect during the term of this
AGREEMENT.
10. INDEPENDENT CONTRACTOR RELATIONSHIP
This AGREEMENT shall in no way be construed to constitute
HUMANE SOCIETY 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 providing animal services in
accordance with this AGREEMENT and code enforcement in accordance with
city ordinances, and neither party shall act or attempt to act or
represent itself directly or by implication as having any such status
or relationship. The parties shall have the relationship of
independent contractors, and 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 hereby expressly waives
any claim it may have to any such rights.
11. ASSIGNABILITY
The CITY UNIT and the HUMANE SOCIETY acknowledge and agree that
the expertise and experience of HUMANE SOCIETY are material
considerations inducing CITY UNIT to enter into this AGREEMENT.
Neither the CITY UNIT nor the HUMANE SOCIETY shall assign or transfer
any interest in this AGREEMENT, nor the performance of any obligations
15
hereunder, without the prior written consent of the other, and any
attempt by either the CITY UNIT or the HUMANE SOCIETY to assign this
AGREEMENT or any rights, duties or obligations arising hereunder shall
be void and of no effect.
12. NOTICES
Any notices permitted or required hereunder 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.
13. NONDISCRIMINATION
HUMANE SOCIETY warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal
employment opportunity. HUMANE SOCIETY does not and shall not
discriminate against persons employed or seeking employment with it or
persons receiving or seeking services from it on the basis of age, sex,
color, race, marital status, sexual orientation, ancestry, physical or
mental disability, national origin, religion, or medical condition,
unless based upon a bona fide occupational qualification pursuant to
the California Fair Employment & Housing Act.
92
14. 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; provided, however, that data base software programs or
other data organization methods 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.
15. 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 agrees not to 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 11 of this AGREEMENT.
16. 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
17
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.
17. GENERAL PROVISIONS
(a) Entire Agreement. This AGREEMENT constitutes the entire
AGREEMENT between the parties hereto relating to the subject matter
hereof and supersedes all prior and contemporaneous oral and written
commitments, understandings and agreements. No changes or modifi-
cations to this AGREEMENT shall be valid or binding unless contained
in a written document executed by the parties.
(b) Waivers. No delay or failure of either party to exercise
or enforce at any time any right or provision of this AGREEMENT shall
be considered a waiver thereof or of such party's right thereafter to
exercise or enforce each and every right and provision of this
AGREEMENT. A waiver to be valid shall be in writing but need not be
supported by consideration. No single waiver shall constitute a
continuing or subsequent waiver. The acceptance by CITY UNIT of the
performance of any work or services by the HUMANE SOCIETY shall not be
deemed to be a waiver of any term or condition of this AGREEMENT.
(c) Interpretations. In construing or interpreting this
AGREEMENT, the word "or" shall not be construed as exclusive, and the
word "including" shall not be limiting. The parties agree that this
AGREEMENT shall be fairly interpreted in accordance with its terms
without any strict construction in favor of or against either 'party,
and any ambiguity shall not be interpreted against the drafting party.
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(d) Invalid Provisions. If any provision of this AGREEMENT
shall be held illegal, invalid, or unenforceable, in full or in part,
such provision shall be modified to the minimum extent necessary to
make it legal, valid, and enforceable, and the other provisions of this
AGREEMENT shall not be affected thereby.
(e) Further Documents. The parties agree, upon request, to
sign and deliver such other documents as may be reasonably required to
carry out the intent and provisions of this AGREEMENT.
(f) California Law. This AGREEMENT shall be governed by and
construed and enforced in accordance with the laws of the State of
California.
(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 shall constitute one and the same document.
(h) Amendments. The parties agree, upon request of the CITY
UNIT, that this AGREEMENT is subject to amendment if any member of the
CITY UNIT, with ninety (90) days notice to other members, files a
Letter of Intent to withdraw because of budgetary reasons.
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IN WITNESS WHEREOF, the parties hereto have executed this
AGREEMENT as of the Effective Date.
APPROVED AS TO FORM:
City Attorney
ATTEST:
APPROVED AS TO FORM:
y Attorney
ATTEST:
APPROVED AS TO FORM
Town Attorney
ATTEST:
CITY IINIT
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CITY OF CAMPBELL
City Manager
CITY OF CUPERTINO
City Manager
TOWN OF LOS GATOS
own Manager
APPROVED AS TO FORM:
City Attorney
ATTEST:
APPROVED AS TO FORM:
City Attorney
ATTEST:
CITY OF MONTE SERENO
City Manager
CITY OF SARATOGA
City Manager
HUMANE SOCIETY
HUMANE SOCIETY OF SANTA CLARA VALLEY,
a non - profit public benefit corporation
Its:
Address:
2530 Lafayette Street
Santa Clara, CA 95050
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EXHIBIT "A"
INSURANCE
HUMANE SOCIETY, at HUMANE SOCIETY's sole cost and expense,
shall procure and maintain for the duration of this AGREEMENT
insurance against claims for injuries to persons or damages to
property which may arise from, or in connection with, the performance
of the services hereunder by HUMANE SOCIETY, its agents,
representatives, employees or subcontractors.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. The coverage described in Insurance Services Office Form
Number GL 0002 (Ed. 1/73) covering Commercial General
Liability together with Insurance Services Office Form Number
GL 0404 covering Broad Form Comprehensive General Liability;
or that described in Insurance Services Office Commercial
General Liability coverage ( "occurrence ") Form Number CG 0001,
including X, C, U where applicable; and
2. The coverage described in Insurance Services Office Form
Number CA 0001 (Ed. 6/92) covering Automobile Liability, Code
1 "any auto," or Code 2 "owned autos" and Endorsement CA 0025.
Coverage shall also include Code 8 "hired autos" and Code 9
"nonowned autos "; and
3. Worker's Compensation insurance as required by the California
Labor Code and Employers Liability Insurance; and
4. Veterinary Professional Liability Errors and Omissions.
B. Minimum Limits of Insurance
HUMANE SOCIETY shall maintain limits no less than:
1. Commercial General Liability: $1,000,000 combined single
limit per occurrence for bodily injury, personal injury and
property damage, subject to a general aggregate of $1,000,000;
and
2. Automobile Liability: $1,000,000 combined single limit per
accident for bodily injury and property damage; and
3. Workers' Compensation and Employers Liability: Workers'
Compensation limits as required by the California Labor Code
and Employers Liability limits of $1,000,000 per accident; and
PO
4. Professional Liability Errors and Omissions $1,000,000 General
Aggregate Limit.
C. Deductibles and Self- Insured Retentions
Any deductibles or self- insured retentions must be declared to,
and approved by CITY UNIT. At the option of CITY UNIT, either:
the insurer shall reduce or eliminate such deductibles or self -
insured retentions as respects CITY UNIT, its officers, employees,
agents and contractors; or HUMANE SOCIETY shall procure a bond
guaranteeing payment of losses and related investigations, claim
administration and defense expenses in amount specified by CITY
UNIT.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the
following provisions:
1. Commercial General Liability and Automobile Liability
Coverages
a. Each city of the CITY UNIT, its officers, employees,
agents and contractors are to be covered as additional
insureds as respects: Liability arising out of activities
performed by or on behalf of, HUMANE SOCIETY; products and
completed operations of HUMANE SOCIETY; premises owned,
leased or used by HUMANE SOCIETY; and automobiles owned,
leased, hired or borrowed by HUMANE SOCIETY. The coverage
shall contain no special limitations on the scope of
protection afforded to each city of the CITY UNIT, its
officers, employees, agents and contractors.
b. HUMANE SOCIETY's insurance coverage shall be primary
insurance as respects each city of the CITY UNIT, its
officers, employees, agents and contractors. Any
insurance or self- insurance maintained by each city of the
CITY UNIT, its officers, employees, agents or contractors
shall be excess of HUMANE SOCIETY's insurance and shall
not _contribute with it.
c. Any failure to comply with reporting provisions of the
policies by HUMANE SOCIETY shall not affect coverage
provided each city of the CITY UNIT, its officers,
employees, agents, or contractors.
d. Coverage shall state that HUMANE SOCIETY's insurance shall
apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits
of the insurer's liability.
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2. All Coverages
Each insurance policy required by this AGREEMENT shall be
endorsed to state that coverage shall not be suspended,
voided, cancelled, or reduced in limits except after thirty
(30) days' prior written notice has been given to CITY UNIT.
E. Acceptability of Insurers
Insurance is to be placed with insurers acceptable to CITY UNIT.
F. Verification of Coverage
HUMANE SOCIETY shall furnish each city of the CITY UNIT with
certificates of insurance and with original endorsements effecting
coverage required by this AGREEMENT. The certificates and
endorsements for each insurance policy are to be signed by a
person authorized by that insurer to bind coverage on its behalf.
Proof of insurance shall be mailed to the following addresses or
any subsequent addresses as may be directed in writing by CITY
UNIT:
City of Campbell
70 North First Street
Campbell, CA 95008
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95032
City of Monte Sereno
18041 Saratoga -Los Gatos Road
Monte Sereno, CA 95030
City of Saratoga
13777 Fruitvale Avenue
Saratoga, CA 95070
G. Subcontractors
HUMANE SOCIETY shall include all subcontractors as insureds under
its policies or shall obtain separate certificates and
endorsements for each subcontractor.
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