1994-032-Sign Agreement With The Humane Society Of Santa Clara Valley For Providing Animal Control Services To The Five West Valley Cities Upon Execution Of Agreement With Five West Valley CitiesRESOLUTION 1994 -32
RESOLUTION AUTHORIZING THE TOWN MANAGER TO SIGN
AGREEMENT WITH THE HUMANE SOCIETY OF SANTA CLARA VALLEY
FOR PROVIDING ANIMAL CONTROL SERVICES TO THE FIVE WEST VALLEY CITIES
UPON EXECUTION OF AGREEMENT WITH FIVE WEST VALLEY CITIES
WHEREAS, the County of Santa Clara is no longer providing 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 implementation and operation of an Animal Control
Services Program; and
WHEREAS, each of the West Valley Cities desire to enter into an
Agreement for the implementation and 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 selected the Humane Society of
Santa Clara Valley to provide service.
NOW, THEREFORE, BE IT RESOLVED, the agreement attached hereto as
Exhibit A with the Humane Society of Santa Clara Valley for providing field services
to the five West Valley Cities is approved.
BE IT FURTHER RESOLVED, the Town Manager is authorized to sign
agreement after, but only after, execution of an Agreement between the five West
Valley Cities for provision of Animal Control Services as described above.
PASSED AND ADOPTED at a regular meeting of the Town Council
of the Town of Los Gatos, California, held on the 22nd day of February, 1994 by the
following vote:
COUNCIL MEMBERS:
AYES: Joanne Benjamin, Steven Blanton, Linda Lubeck, Patrick O'Laughlin
Mayor Randy Attaway
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:
c-
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
TOWN CLERK
AGR:_41Ly
1HH:
REC:
BID*
ANIMAL SERVICES AGREEMENT
between
THE HUMANE SOCIETY OF SANTA CLARA VALLEY
a Non - profit Public Benefit Corporation
and
the Cities of
CAMPBELL, CUPERTINO, LOS GATOS,
MONTE SERENO AND SARATOGA
ze�x #o) A
TABLE OF CONTENTS
1. Animal Services
(a) Services Provided . . . . .
(b) Commencement of Services
2. Field Services
(a) Field Services . . . . . . .
(b) Field Services Staffing . -
(c) Response Criteria . . . .
(d) Operating Schedules . . . .
3
4
5
n
7
8
9
10
11
12
13
. . . . . . . . . . 1
. . . . . . . . 2
. . . . . . . . . . 2
. . . . . . . . . . 2
. . . . . . . . . . 3
. . . . . . . . . . 3
Dead Animal Services
(a) Dead Animal Services . . . . . . . . . . . .
(b) Operating schedules . . . . . . . . . . . .
Records Regarding Animal Services
(a) Maintenance of Records . . . . . . . . . . .
(b) Inspection of Records . . . . . . . . . . .
(c) Monthly Report . . . . . . . . . . . . . . .
(d) Yearly Report . . . . . . • • • • • •
Other Responsibilities
(a) Sheltering of Animals. . . . . . . . . . . .
(b) City Ordinances . . . . . . . . . . . . . .
(c) Responsibility for Administrative Hearings .
(d) Timely Payments . . . . . . . . . . . . . . .
Payment Provisions
(a) Payment Schedule . . . . . . . . . . . . . .
(b) Payment Amounts . . . . . . . . . . . . . .
(c) Inspection of Financial Records . . . . . .
Government Services Committee . . . . . . . . . .
Term and Termination of Agreement
(a) Term . . . . . . . . . . . . . . . . . . .
(b) Termination . . . . . . . . . . . . . . . .
(c) Effects of Termination . . . . . . . . . . .
Indemnification . . . . . . . . . .
Insurance . . . . . . . . . . . . .
Independent Contractor Relationship
Assignability . . . .
Notices. . . . . . . . . . . . . .
14. Nondiscrimination. . .
15. Ownership of Materials
4
4
4
4
5
5
f
8
8
9
10
10
10
11
11
12
12
13
13
14
14
16. Gifts . . . . . . . . . . . . . .
17. Venue . . . . . . . . . . . . . .
18. General Provisions
(a)
Entire Agreement. . . . . .
(b)
Waivers . . . . . . . . .
(c)
Interpretations . . . . . .
(d)
Invalid Provisions. . . . .
(e)
Further Documents . . . . .
(f)
California Law. . . . . . .
(g)
Counterpart Execution . . .
EXHIBIT A - Field Services Staffing
EXHIBIT B - Insurance . . . . . . .
14
15
15
15
16
16
16
16
16
19
20
ANIMAL SERVICES AGREEMENT
This Animal Services Agreement ( "AGREEMENT ") is entered into as of
the 1st day of April, 1994 (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, Los Gatos, Monte Sereno, and Saratoga ( "CITY UNIT ").
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.
Calls for animal related services which are not provided by the
HUMANE SOCIETY shall be referred to the CITY UNIT in a manner
appropriate to the CITY UNIT. These two categories of services are
collectively referred to herein as the "Animal Services," and each
category of services is sometimes 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.
1
(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:
* Issuance of citations upon request from any city within
the CITY UNIT for violations in accordance with city
ordinances and state mandates.
* Investigation and resolution of dangerous dog complaints.
* Bite investigations, including quarantine and rabies
testing.
* Pick up of injured stray dogs and cats.
* Police assists.
* Response to emergency wildlife complaints which are an
immediate threat to public health.
(b) Field Services Staffing. HUMANE SOCIETY will initially
staff the Field Services Program Unit on the Field Services
Commencement Date as set forth in Exhibit "A" attached hereto and
incorporated herein by this reference. Staffing may be adjusted by
HUMANE SOCIETY from time to time as reasonably required, provided
that any such adjustment shall not have a significant adverse
impact on the Field Services provided by HUMANE SOCIETY under this
AGREEMENT.
PA
(c) Response Criteria. The Field Services are based upon
City or citizen complaints and requests. HUMANE SOCIETY Animal
Control Officers will respond to complaints and requests to HUMANE
SOCIETY in accordance with the following guidelines:
(i) Immediate response of one (1) hour or less within
reasonable limits allowed by staffing availability, to Emergency
Calls 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 eight (8) hours of receiving a call
regarding other biting, vicious, injured or sick animals,
quarantines, and dead animal pick -ups.
(d) Operating Schedules. Except with respect to calls
described in subsections (c) (i) above, the HUMANE SOCIETY will
have no obligation to respond on holidays or outside of the
regularly scheduled shift hours of the HUMANE SOCIETY Animal
Control Officers. HUMANE SOCIETY will provide to CITY UNIT from
time to time the shift schedules of its 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 except holidays, 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
SOCIET` "'s telephone switchboard will be staffed with a dispatcher
to accept calls twenty -four (24) hours per day, every day.
3
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 "):
Dead Animal Services
* Pick up of dead animals, including wildlife, from city
streets and public property or from private property upon
permission and request from property owner.
* Owner identification and notification, if possible.
* 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., except on holidays. HUMANE SOCIETY shall be
available to the public for 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
4
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:
1) 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
2) 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)
3) Mileage within each city
4) 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 the five -city
unit. Data for the following sections must be supplied by the CITY
UNIT's animal care provider or by the CITY UNIT at least two weeks
before the report is due:
5
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
F. Animal Control citations issued
G.2. Dogs surrendered by owner
G.3. Dogs impounded for quarantine
H. Disposition of dogs impounded
5. OTHER RESPONSIBILITIES
(a) Shelterina of Animals. Animals to be impounded
which are taken into custody for the CITY UNIT by the HUMANE
SOCIETY shall be delivered to Central Animal Hospital, the CITY
UNIT's Animal Care 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
Central Animal Hospital, the CITY UNIT's Animal Care Provider:
1) Citizens from any of the five cities of the CITY UNIT who
bring stray animals to the HUMANE SOCIETY shelter will be
redirected to Central Animal Hospital. No stray animals
from the CITY UNIT will be accepted by the HUMANE SOCIETY.
2) Central Animal Hospital will be open to receive animals
brought in by Animal Service Officers during the required
hours of operation - 7AM to 11PM daily, 7 days per week.
3) Any emergency calls arising between the hours of 11PM and
7AM will be handled by city staff or on an "As Available"
basis by the HUMANE SOCIETY. The applicable city will be
G
billed at the rate of $35 per hour, with a minimum charge
of one hour, for field services rendered by the HUMANE
SOCIETY between 11PM and 7AM daily.
4) Central Animal Hospital 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.
5) Central Animal Hospital will interface with the County
Health Department for the testing of rabies - suspect
animals.
6) Central Animal Hospital 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 HUMANE SOCIETY's Animal
Services Officers of 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 HUMANE SOCIETY's discretionary limits are.
7
(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 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:
Eli
Animal Services
o Field Services
o Dead Animal Pick -up
and Disposal Services
April 1, 1994
to June 30, 1995
$187,500
Billings will be divided among the five cities of the CITY UNIT as
follows:
Amount Percentage
Cupertino
$ 56,250
30%
Campbell
50,625
27
Saratoga
39,375
21
Los Gatos
37,500
20
Monte Sereno
3,750
2
$ 187,500 1008
(c) 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. The HUMANE SOCIETY will also provide the CITY° UNIT
with copies of
the
HUMANE SOCIETY's
quarterly Statement of
Support, Revenue
and
Expenses.
E
7. GOVERNMENT SERVICES COMMITTEE
The HUMANE SOCIETY shall establish a "Government Services
Committee" for the purpose of --
ti) discussing problems encountered in the provision
of Animal Services
reviewing costs incurred in connection with the
provision of Animal Services
sharing information and providing recommendations
regarding policies, procedures, laws and
ordinances relating to animals and Animal
Services.
The Government Services Committee shall meet quarterly. It is
intended that the committee include representatives of the HUMANE
SOCIETY Board of Directors and staff, the staff from the CITY UNIT,
and staff from the other cities under contract with the HUMANE
SOCIETY for Animal Services.
8. TERM AND TERMINATION OF AGREEMENT
(a) Term. The term of this AGREEMENT shall be for a
Period of fifteen (15) months from the Effective Date.
(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
10
thereof to the breaching party
(iii) 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 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, provided that any such notice may be given only
after the end of the fiscal year 1993 -94. If the CITY UNIT does
not appropriate the full amount by the end of June 1994 for the FY
94 -95, then that action shall constitute the start of the 90 day
notice of contract termination.
(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.
9. 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) 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
11
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.
10. INSURANCE
HUMANE SOCIETY agrees to procure and maintain at its own
expense the insurance policies set forth in EXHIBIT B, 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 policies,
certificates and /or endorsements in full force and effect during
the term of this AGREEMENT.
11. 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
12
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.
12. 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 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.
13. 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
14. NONDISCRIMINATION
HUMANE SOCIETY shall not discriminate, in any way,
against any person on the basis of age, sex, race, color, creed or
national origin in connection with or related to the performance of
this AGREEMENT.
15. 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.
16. 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
14
UNIT may terminate this AGREEMENT for such breach as provided in
Section 11 of this AGREEMENT.
17. 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.
18. 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
modifications 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.
15
(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.
(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.
16
IN WITNESS WHEREOF, the part
AGREEMENT as of the Effective Date.
APPROVED AS TO FORM:
City Attorney
ATTEST:
APPROVED AS TO FORM:
City Attorney
ATTEST:
APPROVED AS TO FORM:
Town Attorney
ATTEST:
CITY UNIT
17
s hereto have executed this
CITY OF CAMPBELL
City Manager
CITY OF CUPERTINO
Fm
City Manager
TOWN OF LOS GATOS
BY:
%ow,J M&V 46E: -
APPROVED AS TO FORM:
City Attorney
ATTEST:
APPROVED AS TO FORM:
City Attorney
ATTEST:
CITY OF MONTE SERENO
Lm
CITY OF SARATOGA
14m
HUMANE SOCIETY
18
HUMANE SOCIETY OF SANTA
CLARA VALLEY, a non - profit
Public benefit corporation
Its
Address:
2530 Lafayette Street
Santa Clara, CA 95050
"HUMANE SOCIETY"
EXHIBIT "A"
FIELD SERVICES STAFFING
As used hereinbelow, a full -time equivalent (FTE) position shall
equal working time of 40 hours per week.
Three and three quarters (3.75) FTE positions will staff the Field
Services Program Unit. This shall consist of:
1. 3.5 FTE Animal Control Officers
2. Field Services Administrative Staff:
(a) .05 FTE Program Unit Mans: -,er
(b) .20 FTE Dispatchers /Customer Service Representatives
19
EXHIBIT "B"
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:
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
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
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.
20
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.
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.
21
E. Acceptability of Insurers
Insurance is to be placed with insurers acceptable to CITY UNIT.
F. Verification of Coverace
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 CAMPBELL
(GET ADDRESSES)
CITY OF CUPERTINO
CITY OF SARATOGA
-CTT'Y OF LOS GATOS
CITY OF MONTE SERENO
G. Subcontractors
HUMANE SOCIETY shall include all subcontractors as insureds under
its policies or shall obtain separate certificates and
endorsements for each subcontractor.
22