1998-127-Execute Animal Licensing Agreement Among The Humane SocietyRESOLUTION 1998 - 127
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 CITY OF CUPERTINO, THE TOWN OF LOS GATOS, THE
CITY OF MONTE SERENO, AND THE CITY OF SARATOGA
WHEREAS, the Town of Los Gatos is a participant in agreements with the Humane
Society of Santa Clara Valley for animal control field services, shelter, veterinary care, and animal
licensing; 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 City of
Cupertino, the Town of Los Gatos, the City of Monte Serene, 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 3rd day of August, 1998 by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Jan Hutchins,
Mayor Linda Lubeck.
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED: /�z- �� ✓`
MAYOR 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 CITY OF CUPERTINO, THE TOWN OF LOS GATOS,
THE CITY OF MONTE SERENO, AND THE CITY OF SARATOGA
EXHIBIT A
TABLE OF CONTENTS
Paae
RECITALS........................................................................................ ...............I...............
SECTION1. PURPOSE ......................................................... ..............................2
SECTION2. TERM .................................................................
..............................2
SECTION 3. NAME OF LICENSING PROGRAM ...................
..............................2
SECTION 4. SERVICES PROVIDED .....................................
..............................2
SECTION 5. ANIMAL LICENSING RESOURCES AND PROGRAM COSTS ......3
SECTION6. PROGRAM FUNDING .......................................
..............................4
SECTION 7. INCENTIVE PAYMENT .....................................
..............................6
SECTION 8. DISBURSEMENT OF EXCESS FEES
AND QUARTERLY
REPORTING................................................ ...............................
6
SECTION9. PAYMENTS ......................................................
..............................7
SECTION 10. NEW PARTIES TO THIS AGREEMENT ..........
..............................7
SECTION 11. CITY UNIT MEMBERS WITHDRAWING .........
..............................8
SECTION 12. TERMINATION OF AGREEMENT ...................
..............................8
SECTION 13. SEGREGATED PROGRAM FUNDS AND
DUTY TO MAINTAIN
RECORDS..................................................................
............................... 9
SECTION14. ASSIGNMENT .................................................
..............................9
SECTION 15. INDEPENDENT CONTRACTOR
RELATIONSHIP /NO
EMPLOYEEBENEFITS ..............................................
.............................10
SECTION 16.
INDEMNIFICATION ........................................ .............................10
SECTION17.
INSURANCE ................................................... .............................10
SECTION 18.
NONDISCRIMINATION .................................. .............................10
SECTION19.
GIFTS ............................................................. .............................11
SECTION 20.
COMMUNICATIONS ....................................... .............................11
SECTION 21.
GOVERNING LAW ......................................... .............................11
SECTION22.
VENUE ............................................................ .............................11
SECTION 23.
COMPLIANCE WITH ALL LAWS .................... .............................11
SECTION 24.
OWNERSHIP OF MATERIALS ....................... .............................12
SECTION25.
WAIVER .......................................................... .............................12
SECTION 26.
CONFLICT OF INTEREST ............................. .............................12
SECTION27.
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 CITY OF CUPERTINO, THE TOWN OF LOS GATOS,
THE CITY OF MONTE SERENO, AND THE CITY OF SARATOGA
THIS AGREEMENT is hereby made and entered into this 1st day of Jam, 1998 (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 "MILPITAS "), 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 CITY OF
CUPERTINO (hereinafter "CUPERTINO "), the TOWN OF LOS GATOS (hereinafter "LOS GATOS"),
the CITY OF MONTE SERENO (hereinafter " MONTE SERENO"), and the CITY OF SARATOGA
(hereinafter "SARATOGA "). MILPITAS, SANTA CLARA, SAN JOSE, CAMPBELL, CUPERTINO,
LOS GATOS, MONTE SERENO, 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 June 25,1996;
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:
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SECTION 1. PURPOSE.
The purpose of this AGREEMENT is to set forth the manner in which HUMANE SOCIETY shall
provide certain animal licensing services to CITY UNIT and to replace that Animal Licensing
Agreement among MILPITAS, SANTA CLARA, SAN JOSE and the HUMANE SOCIETY, dated June
25,1996.
SECTION 2. TERM.
The term of this AGREEMENT shall be in effect from the EFFECTIVE DATE until terminated as
defined in either Section 6(E) or Section 12.
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
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Animal Licensing Agreement
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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.
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:
1. 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.
1. 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.
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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
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 FUNDING.
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 6.D. 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.
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Animal Licensing Agreement
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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 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 Adiustment. 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 June 30, the withdrawing city of CITY UNIT shall give at least
thirty (30) 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 June
30; and
2. On or before the next June 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 July 1 and remain in effect until the
end of that fiscal year.
Animal Licensing Agreement Page 5 of 22
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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 r3ceived 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.
SECTION 8. DISBURSEMENT OF EXCESS FEES AND QUARTERLY REPORTING.
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. Quarterly Reporting. 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.
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3. The total UNIT CHARGES charged at or below the BASE VOLUME and above the
BASE 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. PAYMENTS.
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 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.
Animal Licensing Agreement Page 7 of 22
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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.
3. 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.
Animal Licensing Agreement Page 8 of 22
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D. Any termination costs incurred as set forth in Section 126, 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 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
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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 parry. 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 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 18. 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.
Animal Licensing Agreement Page 10 of 22
Rev.07 /01/98
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.
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
Animal Licensing Agreement Page 11 of 22
Rev.07 /0 I /98
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.
SECTION 24. OWNERSHIP OF MATERIALS.
All reports, documents or other materials provided to the C;TY 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 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
Animal Licensing Agreement Page 12 of 22
Rev.07 /01 /98
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.
[SIGNATURES START ON NEXT PAGE]
Animal Licensing Agreement Page 13 of 22
Rev.07 /0I /98
CITY OF SAN JOSE
APPROVED AS TO FORM:
PATRICIA L. O'HEARN
Deputy City Attorney City Clerk
ATTEST: Address:
801 North First Street
San Jose, CA 95110
City Clerk
[SIGNATURES CONTINUE ON NEXT PAGE]
Animal Licensing Agreement Page 14 of 22
Rev.07 /01/98
APPROVED AS TO FORM:
Deputy City Attorney
ATTEST:
City Clerk
CITY OF MILPITAS
City Manager
Address:
455 East Calaveras Boulevard
Milpitas, CA 95035
[SIGNATURES CONTINUE ON NEXT PAGE]
Animal Licensing Agreement Page 15 of 22
Rev.07 /01 /98
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
[SIGNATURES CONTINUE ON NEXT PAGE]
Animal Licensing Agreement Page 16 of 22
Rev. 07/01/98
CITY OF CAMPBELL
APPROVED AS TO FORM:
WILLIAM B. SELIGMANN BERNARD M. STROJNY
City Attorney City Manager
ATTEST: Address:
70 North First Street
Campbell, CA 95008
ANNE BYBEE
City Clerk
[SIGNATURES CONTINUE ON NEXT PAGE]
Animal Licensing Agreement Page 17 of 22
Rev.07 /01/98
APPROVED AS TO FORM:
CHARLES T. KILIAN
City Attorney
ATTEST:
City Clerk
CITY OF CUPERTINO
DONALD BROWN
City Manager
Address:
10300 Torre Avenue
Cupertino, CA 95014
[SIGNATURES CONTINUE ON NEXT PAGE]
Animal Licensing Agreement Page 18 of 22
Rev.07/01/98
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
[SIGNATURES CONTINUE ON NEXT PAGE]
Animal Licensing Agreement Page 19 of 22
Rev.07/01/98
APPROVED AS TO FORM:
MICHAEL S. RIBACK
City Attorney
ATTEST:
GRACE E. CORY
City Clerk
CITY OF SARATOGA
Acting City Manager
Address:
13777 Fruitvale Avenue, CA 95070
Saratoga, CA 95070
[SIGNATURES CONTINUE ON NEXT PAGE]
Animal Licensing Agreement Page 20 of 22
Rev.07 /01 /98
CITY OF SANTA CLARA
APPROVED AS TO FORM:
JENNIFER SPARACINO
City Attorney City Manager
ATTEST: Address:
1500 Warburton Avenue
Santa Clara, CA 95050
JUDY BOCCIGNONE
City Clerk
[SIGNATURES CONTINUE ON NEXT PAGE]
Animal Licensing Agreement Page 21 of 22
Rev.07 /01 /98
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 22 of 22
Rev.07/0 1/98
EXHIBIT A
SAN JOSE'S SOUTH BAY ANIMAL LICENSING EQUIPMENT AND
SOFTWARE
uanti Item/Description
SERVER SYSTEM
1 HP Netserver LC 5 1100 Model 2100 (Serial #SSG61542246)
32mb Ram
Keyboard
SCSI -2 4x CD -Rom drive
2.Igb Fast SCSI -2 Hard Drive
1 HP 10 Base T /10 Base 2 PCI Lan Adapter 02970AABA
2 HP 16mb Parity Simms Memory Module #D2297AABA
1 HP 2.1 gb Fast SCS1 -2 Hard Drive (Serial #SGB00031245)
1 HP SureStore Tape 2000e (2gb) #C1520GABA
1 Ergo Super VGA 14" display (Serial #KR54267618)
1 Mouse
COMMUNICATIONS
1 US Robotics SPORTSTER FAX 14.4 external, v.32bis
1 Cabeltron HUB w /12 ports, 10 Base T
CLIENT SYSTEMS
5 Dell PMMX233 /GN /MT #Dell - 18418969
32mb RAM
2.Igb Hard Drive
14x32 CD
2mb Video
Windows 95
Mouse
Keyboard
06/26/98 A -i
I Microsoft Office 97 full set of media and documentation
5 Microsoft Select — Office 97
5 Ethernet Cats Interface cards
5 AST Vision 4L 501180 -001 14" SVGA color monitors
Serial # 333 G 7000 E 24976
Serial # 318 RT 000 E 20553
Serial # 322 RT 000 E 23996
Serial # 323 RT 000 E 21009
Serial # 331 G 7000 E 21902
1 Isobar surge protector — 8 outlets
PRINTERS
1 HP Laser Jet 4 60ODPI (Serial #JPBX 016670)
1 High Speed Impact Printer (6 part) Epson DSX 8000
Serial # OVZO 022800
1 Intel Netport Express XL Print server for Windows NT
SYSTEM SOFTWARE
1 Microsoft Windows NT 4.0 Server (CD -Rom)
1 Cheyenne ArcServe (Tape Backup (NML) Software)
1 Gupta SQLBase NLM (5 user)
1 Gupta Quest Report Writer
1 MS Office (Word, Excel, Powerpoint, Mail) with 3 additional
user packages
1 Oceal Isle ReachOut Communications
1 MapInfo, SQLDataLink, StreetMap
1 Chameleon/CMS Software License
06/26/98 A -2
EXHIBIT "B"
SOUTH BAY FINANCIAL REPORT
JULY 1, 1997 - MARCH 31, 1998
SWONTH XL.S- 4/15/96 OTRYTD
A
I B
C
D
E
F
G
H
I
1
Monte
2
Milpitas
Santa Clara
San Jose
Campbell
Los Gatos
Saratoga
Sereno
South Bay
Items
YTD
YTD
YTD
YTD
YTD
YTD
YTD
YTD
3
SERVICE UNITS
4
Adopted Budget Base Volume
5
Base Volume Service Units
1,116
2,002
22,951
680
610
758
109
37,200
6
Exceed Base Volume Service Units
0
0
0
0
28,226
7
Total Service Units (5 +6)
1,116
2,002
22,951
680
O
610
0
758
0
109
0
28,226
8
City Percent Total Service Units
3.95%
7.09%
81.31%
2.41% %
2.16%
2.69%
0.39%
100.00%
9
10
FEES RECEIVED
$15,363
$24,638
$335,863
$12,192
$71,088
514,527
52,063
$415,734
11
City Percent Total Fees
3.70%
5.93%
80.799/b
2.93%
2.67%
3.49%
0.50%
700.00%
12
UNIT CHARGES
13
Base Volume Unit Charge
$7.86
57.86.
57.86
57.86
$7.86
57.86
57.86
14
Charges from Base Vol. Service Units (5 13)
$8,772
$ 15,736
5780,395
55,345
$4,795
55,958
.$857
$221,858
75
Exceed Base Volume Unit Charge
$1.02
$1.02
$1.02
$1.02
$1.02
51.02.
$1.02
16
Charges from Exceed Base Svc Units (6 *15)
$0
$0
$0
$0
$
S0
17
TOTALUNITCHARGES(14 +16)
$8,772
515,736
$180,395
$5,345
$4,795
$5,958.
50
$857
SO
5221,858
18
19
YTD FEES ABOVE UNIT CHGS.(10.17)
1 $6,591
$8,902
_$155,468
$6,847
$6,293
$8,569
$1,206!
$193,876
20
YTD REIMBURSED PREVIOUS QTRS.
$4,030
$5,337
$95,359
$4,642
$3,962
$5,834
j $522
$119,686
E1
YTD REIMBURSE CURRENT QTR (19 -20)
$2,561
$3,565
$60,109
$2,205
$2,331
2,331
---
52,735
$684
$74,190
?2
SOUTH BAY INCENTIVE CALCUALTION
!3
Adopted
--
24
Program Fees
520,956
531,074
$458,297
515,615
$13,963
578,202
$2,497 5560,604
?5
_Program Costs
$10,859
-$18,67_0_
$240,276
$7,581.
$6,529
$7,068
$1,237 $292,220
!6
Program Fees Less Costs (24 -25) 1$10,097
,
$12,404 I
-
$218,021
$8,034
$7,434
$77,134
$1,260 ',_ $268,384
!7
-�-
_YTD
!8
Program Fees (10) _
$15,363
524 638
$335,863
$12,192
$11,088
$74,527_`
$2,063 $415,734
!9
_Program Costs (17)
$8,772
515,736
$180,395
55,345
$4,795
$5,958
$857: $221,858
.0
Program Fees -Costs (28 -29)
56,592
58,901
5755,468
56,848
$6,293
$8,568
$1,206 $793,875
11
YT_D less Adopted
(
-�
-�
12
Difference [Fees - Costs] (30 -26)
($3,505)
($3,503)
($62,553)
($1,186)
(574,509)
13
Incentive Percentage
25%
25%
25%
25%
25%
25%
25 %' 25%
4
Incentive Amount 32 *33 if Row 32>0
$0
SO
$0
$0
SO
SO
_
SO $0
15
TOTAL COST (17+34)
$8,772
515,736
$180,395
$5,345
54,_795
$5,958
$857 $221,858
.6
Add SJ Software /Hardware Costs
$O
-
$O
17
(To San Jose Only, per contract)
_.�
---
-'- _ _ - - - --
;6
REIMBURSE QTR End (21- 34 +36)
$2,561
$3,565 1
$60,109
$2,205
$2,331
$2,735
$684 $74,190
t9
UNITMEASURES
--
,0
Average Fee Revenue Per Svc Unit (10/7)
$13.77
$12.31 1
$17.93
$18.18
519.16:
$18.93 $14.73
'1
Average Cost Per Svc Unit (35/7)
$7.86
T.
586
_$14.63
$ 7.86
57.86
$7.86
57.86
$7.86 $7.86
'2
Difference Unit-Fee-Cost (40 -411
55.91
$4.45
$6.77
$10.07
$10.32
511.30
511.07 $6.87
3
PROCESSING PERFORMANCE
4
Turnaround Time (Work Days) Qtr's End
27
SWONTH XL.S- 4/15/96 OTRYTD
EXHIBIT "C"
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, it's 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. 1173) 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:
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
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, it's 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, it's 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, it's
officers, employees, agents and contractors.
b. HUMANE SOCIETY's insurance coverage shall be primary insurance
as respects each city of the CITY UNIT; it's officers, employees,
agents and contractors. Any insurance or self- insurance maintained
by each city of the CITY UNIT, it's 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; it's 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.
2. All Coverages
Each insurance policy required by this AGREEMENT shall be endorsed to
state that coverage shall not be suspended, voided, canceled, or reduced
in limits except after thirty (30) days' prior written notice has been given to
CITY UNIT.
L�
F
G
Acceptability of Insurers
Insurance is to be placed with insurers acceptable to CITY UNIT.
Verification of Coverage
HUMANE SOCIETY shall furnish each city of the CITY UNIT with certificates
of insurance and with original endorsements affecting 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 SAN JOSE
Risk Manager
152 N. Third Street, Ste. 904
San Jose, CA 95112 -5509
CITY OF SANTA CLARA
City Clerk
1500 Warburton Avenue
Santa Clara, CA 95050
CITY OF MILPITAS
City Clerk
455 E. Calaveras Blvd.
Milpitas, CA 95035
CITY OF CAMPBELL
City Clerk
70 North First Street
Campbell, CA 95008
Subcontractors
CITY OF CUPERTINO
City Clerk
10300 Torre Avenue
Cupertino, CA 95014
TOWN OF LOS GATOS
Town Clerk
PO Box 973
Los Gatos, CA 95031
CITY OF MONTE SERENO
City Clerk
18041 Saratoga /Los Gatos Rd
Monte Sereno, CA 95031
CITY OF SARATOGA
City Clerk
13777 Fruitvale Avenue
Saratoga, CA 95070
HUMANE SOCIETY shall include all subcontractors as insureds under its
policies or shall obtain separate certificates and endorsements for each subcontractor.