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CC Resolution No. 9034 RESOLUTION NO. 9034 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING THE CITY MANAGER TO EXECUTE ANIMAL CONTROL AGREEMENTS WHEREAS, the County of Santa Clara is no longer providing animal control services to cities; and WHEREAS, Central Animal Hospital has proposed to provide shelter an veterinary services to the West Valley Cities; NOW, THEREFORE, BE IT RESOLVED, that the City Council authorizes the City Manager to execute the Agreement for Animal Shelter an Veterinary Services on behalf of the City of Cupertino as a member of the West Valley Cities group. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 1111 day of Februa¡y, 1994, by the following vote: ~ Members of the Ci~ Council AYES: NOES: ABSENT: ABSTAIN: Bautista, Burnett, Dean, Sorensen, Koppel None None None APPROVED: 181 Barb Koppel Mayor, City of Cupertino ATTEST: 181 Kim Marie Smith City Clerk AGREEMENT TO PROVIDE ANIMAL SHELTER AND VETERINARY SERVICES TO THE WEST VALLEY CITIES This Agreement is made and entered into this ____ day of 1994 by and between the City of Campbell, a municipal corporation, the City of Cupertino, a municipal corporation, the Town of Los Gatos, a municipal corporation, the City of Monte Sereno, a municipal corporation, and the City of Saratoga, a municipal corporation, (hereinafter referred to as IIWest Valley Cities") and Central Animal Hospital (referred to herein as "Contractor"). Duties The Contractor will provide the following services for the West Valley Cities and their residents: Receive and provide proper disposition of dangerous animals; Examine, stabilize and/or perform appropriate disposition of owner-unknown sick and injured animals; Quarantine biting animals; Arrange for rabies testing of suspect animals; Shelter, for a maximwn of three days, any sick, injured, dangerous, abandoned, or stray animal whose owner is unknown or not located; Perform proper disposition of dangerous, sick or injured wildlife; Collect and disburse payments from animal owners to reimburse the West Valley Cities for care provided to animals later determined to be owned; Provide reasonable business hours for the reclaim of owned animals and adoption of healthy animals whose owners cannot be located; Provide euthanasia, as required, for animals that are too dangerous, ill, or injured, or otherwise unadoptable; Provide a report annually, or as requested by the Cities, of services to the West Valley Cities pursuant to this Agreement; 1 Authorization The Contractor is specifically authorized to perform all shelter and veterinary services specified in this Agreement on behalf of the City/Town Managers of the West Valley Cities. Service Locations Animal shelter and veterinary services will be provided at Central Animal Hospital, 971 E. Hamilton Avenue, Campbell, Other service locations may be used upon agreement of the Contractor and the West Valley Cities. Hours of ODeration Emergency medical services: 24 hours per day, 7 days per week Shelter receiving: 8:00 A.M. to 12:00 midnight, 7 days per week Reclaim and adoption: Hours to be agreed upon by the parties to this Agreement Animal Services Committee The City/Town Manager of each of the appoint one representative to serve Committee, The Committee shall meet, Central Animal Hospital to: West Valley Cities shall on the Animal Services as needed, with staff of 1. Resolve any problems encountered in the provision of shelter and veterinary services; 2. Review service costs and rates being paid by each city and make recommendations for modifications at times allowed by this Agreement; 3. Establish or review policies and procedures for the provision of the services specified in this Agreement; Fees and Pavments For the period beginning April 1, 1994 and ending June 30, 1995, the West Valley Cities will pay Central Animal Hospital $5,000 per month. Payments will be made on a quarterly basis, due on the 10th of the month in August, November, February, and May, except for the first quarterly payment, which will be due by April 10, 1994. Each city will receive an invoice from Central Animal Hospital at least 20 days before payment is due. Each city's share of the tDtal payment will be determined, for this period, by the city's 2 percentage of the total population of the West Valley Cities, based on the most recent statistics available from the State Department of Finance. By March 1 of each year, beginning in 1995, the Animal Services Committee will determine any adjustments necessary to fees or city percentage shares. If there is a difference between a city's population percentage and its actual use of animal services during the preceding 12 months, the percentage share for the upcoming fiscal year will be based on each city's actual use of animal services during the preceding 12 months. All payments collected by the Contractor from animal owners for services provided to animals by the West Valley Cities are to be rebated in full back to the cities. These payments will be made on a quarterly basis by the 10th of the month following the end of each quarter. Financial Audit At any time during normal business hours and as often as may be deemed necessary, Contractor agrees that Cities, and/or any duly authorized representatives shall, until expiration of (a) three years after final payment under this Agreement, or (b) such longer period as may be prescribed, have access to and the right to examine its plants, offices, and facilities engaged in performance of this Agreement and all its records with respect to all matters covered by this Agreement, excepting those falling within the attorney-client privilege, and those falling within the attorney work-product privilege; provided that in ,the event of a dispute regarding the applicability of the attorney work-product privilege to specific records, the parties agree to submit the dispute to an impartial arbitrator agreeable to both parties, Agreement to the arbitrator shall not be withheld unreasonably. Costs of such arbitration shall be divided equally between the parties. Contractor also agrees that the Cities, or any duly authorized representatives, have the right to audit, examine and make excerpts or transcripts of and from, such records, and to make audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials and all other data relating to matters affecting the Program. Eaual EmDlovment ODDortunitv and Service Contractor warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations regarding equal employment opportunity. Contractor shall not discriminate in the employment of any person or the provision of any service because of race, color, national origin, ancestry, mental or physical disability, medical condition, marital status, sex, age, or sexual preference, unless 3 based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act. Waivers Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of the Agreement. Severabilitv If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. Insurance and Indemnification The Contractor shall indemnify and hold harmless the West Valley Cities from any and all claims or causes of action as a proximate result of the negligence of any employees or agents of Contractor for injury to persons or damage to property which may arise by reason of the contract/program activities outlined in this contract, The Contractor shall maintain at all times during the term of this agreement a general liability insurance policy insuring the West Valley Cities against liabilities arising out of the use, occupancy. maintenance of the premises and pertinent work areas. Such insurance shall, at all times, be in an amount of not less than $1,000,000 per occurrence, $2,000,000 aggregate, covering all claims for injury to, or death of, any person; or property damage, in any one accident or occurrence. All insurance required by the Contractor may be obtained through a self-insurance program as recommended by the State of California Department of Self-Insurance Plans, or through insurance companies rated AAA or better in the Best's Insurance Guide. The Contractor shall deliver to the West Valley Cities a certificate of insurance evidencing the existing nd amounts of such insurance as noted above. The insurance certificate shall name the West Valley Cities, their officers, and employees as additional insureds. The Contractor's insurance policy shall be primary coverage regarding the requirements of this contract. Under no circumstances will insurance by the West Valley Cities be called upon to defend or indemnify any claim for personal injury or property alleged against the Contractor. The insurance coverage shall include cross liability endorsements and will provide that the carrier will not have rights of indemnity 4 or contributions from the West Valley Cities, including their officers, agents, and/or employees. The Contractor shall maintain Worker's Compensation insurance as required by the Labor Code of the State of California and Employer's Liability insurance with a minimum liability limit of $500,000 per accident. Term The term of this Agreement shall commence April 1, 1994 and shall terminate on June 30, 1999. The Agreement may be renewed prior to June 30, 1999 to commence July 1, 1999 for the period specified. Any party to this Agreement may cancel the agreement for any reason upon three months' written notice to the other parties, Amendments This Agreement embodies the entire Agreement between the West Valley Cities and Central Animal Hospital for animal shelter and veterinary services. Any amendments or modifications to this Agreement shall be in writing, signed and approved by each party prior to becoming effective. Mark J. Ochenduszko City Manager City of Campbell David Knapp City Manager Town of Los Gatos Harry Peacock City Manager City of Saratoga Donald D, Brown City Manager City of Cupertino Carolyn Lehr City Manager City of Monte Sereno Marcie Kramer Operations Manager Central Animal Hosp. Ronald Weiner, DVM Managing Partner Central Animal Hosp. Ronald Naymark General Partner Central Animal Hosp, agree2 5