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AGREEMENT BETWEEN THE CITY OF FRESNO AND THE CENTRAL CALIFORNIA
SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS
[March 1,2014 through June 30, 2015: Renewable annually through June 30, 2018]
This AGREEMENT, ("Agreement"), effective as of March 1, 2014, is entered by
and between the CITY OF FRESNO, a municipal corporation, ("City") and the
CENTRAL CALIFORNIA SOCIETY FOR THE PREVENTION OF CRUELTY TO
ANIMALS, a duly organized and qualified California nonprofit public benefit corporation
("Society").
RECITALS
WHEREAS, under this Agreement Society shall provide the City with all animal
control, pound master, veterinary and animal sheltering services, facilities and related
activities authorized and required by applicable law including without limitation California
Food and Agriculture Code sections 31105,31106, California Penal Code section 597f,
and Fresno Municipal Code sections 10-301 to 10-329, (collectively the "Seryices"); and
WHEREAS, from and after the effective date hereof and pursuant to state lawl
and City of Fresno Resolution No. 2000-197 dated June 27,2000 including any
implementation plan(s) adopted thereunder, the City and its contractor(s) must augment
the Services, as more specifically set forth hereunder. (The Services as augmented are
collectively as the "Augmented Services"); and
WHEREAS, City desires to obtain the Augmented Services from the Society, and
Society desires to provide the Augmented Services to City, including but not limited to
those that are more specifically described in Exhibit A, attached hereto and
incorporated herein; and
WHEREAS, Society is variously engaged in the business of providing the
Augmented Services, and possesses unique and superior knowledge, skill, resources,
facilities and expertise in the rendition of the Augmented Services, and is fully
competent, authorized, and able to perform the Augmented Services, holding any and
all implicated licenses, permits, permissions and/or approvals; and
WHEREAS, Society provides such Augmented Services on a contract basis, as
an independent contractor possessing and exercising the complete right to control the
means of accomplishing said Augmented Services; and
WHEREAS, City intends to assume management of animal control and pound
services for the City of Fresno by either providing services itself or through another
agency. The date of such transition will coincide with the expiration of this Agreement,
or will be made known to Society according to the terms set forth in this Agreement; and
t SB 1785 chaptered September 23, 1998; AB 1482 chaptered July 12, 1999.
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WHEREAS, this Agreement, and the Augmented Services to be provided
thereunder, are contingent on the City Council's appropriation of money for each Fiscal
Period hereunder sufficient for the continued performance by City of all City's
obligations hereunder, such that should sufficient funds not be appropriated, the
Augmented Services provided may be modified, or this Agreement terminated, at any
time by the City as provided in Section V hereunder; and
WHEREAS, the CITY Council has appropriated monies sufficient to fund this
Agreement for Fiscal Year 2013-2014 hereunder.
NOW THEREFORE, in consideration of the above recitals, which recitals are
contractual in nature, the mutual promises herein contained, and for other good and
valuable consideration hereby acknowledged, the parties agree as follows:
TERMS AND CONDITIONS
I. TERM
1. This Agreement shall be effective from the date first set forth above and will
continue so long as any amount remains unpaid hereunder, for an lnitial Term
beginning on the date first set forth above and expiring at midnight June 30,
2015, ("lnitial Term") subject to such termination rights as are provided in Section
V below.
Beginning at the expiration of the Initial Term, the term of this Agreement may be
extended upon the successive appropriation by City Council ("Renewal Term") of
amounts sufficient to make payments due hereunder during the successive
Renewal Term, for up to three (3) Renewal Terms. Each Renewal Term and the
scheduled payments hereunder shall correspond with City's Fiscal Period. The
amount of fees due, other than prepaid fees, shall be fixed by the parties' annual
written agreement added as a renewal addendum hereto, unless either party
shall give written notice of non-renewal at least ninety (90) days prior to
expiration of the then current lnitial or Renewal term, subject to such termination
rights as are provided in Section V below. ln no event shall this Agreement
extend beyond June 30, 2018.
2. The City's Renewal Term and Fiscal Period shall run from July 1 through June
30.
II. AUGMENTED SERVICES
1. Without limiting any obligations or liabilities owed by the Society hereunder,
during the entire term hereof the Society shall provide the City with those
Augmented Services including but not limited to those that set forth in Exhibit A.
Without limiting the foregoing, the Exhibit A Augmented Services may be
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2.
modified hereunder upon the parties' mutual written agreement, added as an
addendum to this Agreement. All requests for adjustments shall be submitted to
the other party in writing. Society's daily schedule and hours worked under this
Agreement on a given day shall generally be subject to Society's discretion,
provided that Society shall devote sufficient time as is reasonably necessary to
fulfill the spirit and purpose of this Agreement.
The Society shall possess and maintain all necessary equipment, supplies and
facilities, and employ and supervise all necessary personnel, to successfully
render all services agreed upon during the term of this Agreement and any
renewals thereof. The City assumes no obligation for the provision of equipment,
supplies, facilities, or personnel to the Society for the execution of the
Agreement. All costs of Society's performance hereunder including said
equipment, supplies, facilities, and personnel are to be included in the monetary
amount requested by the Society and agreed to in this Agreement.
The Society has represented to the City that in order for the Society to provide
the Augmented Services, the Society must incur certain start-up costs. ln
reliance thereon, solely in order to assist the Society with its cash flow needs,
and subject to specified reimbursements obligations set out below, the City has
agreed to certain prepayment of fees coming due under this Agreement as more
specifically provided for hereunder, provided that substantiation and support of
such reasonable start-up costs incurred in pursuit thereof, shall be an express
condition precedent to any such prepayment obligation in City, and further
provided that such prepayment of fees shall be subject to all other terms and
conditions contained in this Agreement including those dealing, modification,
adjustment, reimbursement, non-renewal and early termination, and finally
provided that in no event shall such fee prepayment ever exceed the Society's
actual invoiced and paid start-up costs.
Society acknowledges and agrees that it shall perform all of its obligations under
this Agreement in full compliance with all applicable federal, state and local laws
and regulations, which are not in effect or hereinafter enacted from time to time.
The Society, and not the City, is responsible for ascertaining what other laws and
regulations, not specifically stated herein, apply to the performance of its
obligations herein, and that City is under no duty whatsoever to advise Society of
same. Society acknowledges and agrees that, at all times hereunder, it shall
hold any and all necessary licenses, permits, permissions and approvals to
provide the Augmented Services.
Notwithstanding the foregoing, the City agrees to notify the Society of proposed
changes in City Code(s) affecting Society's performance under this Agreement
no less than thirty (30) days prior to the scheduled date for public hearing on the
adoption of such. lf the Society claims that such Code change(s) would cause a
verifiable and materially adverse financial impact upon the Society that was not
anticipated under this Agreement as then operative, the Society may request an
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adjustment in the current fee amount due hereunder notwithstanding section lll
subsection 2(c). Upon the City reviewing such request including all requested
substantiating and supporting materials, the City shall respond thereto within
sixty (60) days of enactment of such Code change(s). Any agreed upon
adjustment shall be added as an amendment thereto.
il.FEES
ln consideration of the Society's performance hereunder including the
Augmented Services, and subject to the terms and conditions herein including
without limitation the conditions precedent set forth in section ll, subsection 3 of
this Agreement, the City agrees to compensate the Society according to, and in
the manner provided in, the Fee Schedule set out in Exhibit B, attached
hereto/incorporated herein by its reference.
Notwithstanding Exhibit "8" the parties agree that:
a. The City shall not reimburse the Society for any non-Exhibit B
costs/expenses incurred by Society in pursuit hereof, including without
limitation non-mandated costs associated with educating the public on
matters of animal ownership, absent the City's prior express written
consent
The Society shall provide the City with a one hundred percent (100%)
credit against Exhibit B fees owing, or a cash payment in the event no
such fees are owing, in the amount of all funding, reimbursement, or
monetary assistance received by Society from the State of California for
its performance of state mandated Augmented Services.
Without limiting the foregoing, the Exhibit B Fee Schedule may be
modified not more often than once in each year hereunder upon the
parties' mutual written agreement, added as an addendum to this
Agreement. The burden of supporting any request for adjustment shall be
upon the requesting party. All requests for adjustment shall be submitted
to the other party in writing.
For a period of three (3) years after final payment, Society shall provide
any substantiation and support for fees, costs and expenses upon the
reasonable request of the City.
Books, accounts and records of Society's revenues, costs and expenses
pertaining to and specifically identifying the Augmented Services shall be
kept on a generally recognized accounting basis and shall be available to
City or its authorized representatives upon request during regular
business hours throughout the life of this Agreement and for a period of
three (3) years after final payment. Such books, accounts and records
b.
c.
d.
e.
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1.
shall be maintained in such a manner as to clearly distinguish revenues
and expenses arising hereunder from other Society activities. ln addition,
all books, accounts, records, documents, papers, and instruments of
Society pertaining to the Augmented Services shall be available for the
purpose of making audits, examinations, excerpts, and transcriptions for
the same period of time.
IV. REPORTS/FUNDING REQUESTS
The Society agrees to provide the City with written reports during the term of this
Agreement, as follows:
a. Service Report: The Society shall provide the City with monthly and
annual service reports covering activities and services performed in the
execution of this Agreement in the format set forth in Exhibit C attached
hereto and incorporated herein by reference. Monthly reports are due by
the 1Sth of each month commencing January 15,2014, and the annual
reports are due by October 1st of each year commencing with October 1,
2014. Such reports shall be approved by the Board of Directors of the
Society prior to submission to the City.
b. Fiscal Report: Society shall provide the City with monthly and annual
fiscal reports and audited financial statements covering all income and
expenses incurred in the execution of this Agreement in the format set
forth in Exhibit D attached hereto and incorporated herein by reference.
Monthly reports are due by the 15th of each month commencing
January 15,2014; and the annual audit is due by October 1't of each year
commencing with October 1,2014. Such reports shall be approved by the
Board of Directors of the Society prior to submission to the City. Society
agrees to provide copies of state and federal returns and filings upon the
reasonable request of City.
c. Complaint Report: Society shall provide, on a quarterly basis, the City
with copies of complaints regarding Augmented Services provided,
including complainant identification and steps taken to resolve the
complaint.
d. Requests for Funding: A written request for funding for each renewal term
hereunder, to be provided by April 1st of the preceding contract year.
e. Doq Bites: Within twenty-four (2$ hours of learning of any animal bites,
the Society shall inform the City's authorized representative(s) thereof.
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1.
V. TERMINATION OF AGREEMENT
The term of this Agreement shall expire upon the first of the following to occur:
a. The expiration of the lnitial Term or any Renewal Term during which an
Event of Non-Appropriation occurs;
b. The day after the last scheduled payment hereunder is paid in full;
c. Society's filing for protection under the federal bankruptcy laws, or any
bankruptcy petition or petition for receiver commenced by a third party
against Society;
d. Written notice allowing any breach or default hereunder by Society where
such breach or default is not cured within thirty (30) days written notice
thereof by City to Society;
e. Written notice of breach or default that is not susceptible of cure;
f. Thirty (30) days'written notice without cause by either party hereto;
g. Society's material cessation of business or operations; or
h. Expiration of the lnitial Term and all agreed upon Renewal Terms.
Any such termination shall not relieve a Party of obligations due and owing at the
time of termination.
An "Event of Non-Appropriation" means the failure of the City Council to
appropriate money for any Fiscal Year sufficient for the continued performance
by City of all City's obligations hereunder.
The City agrees that its primary business official will do all things lawfully within
such official's power (i) to include amounts to make payments hereunder in each
annual or biennial budget (as appropriate) to be submitted to City Council and (ii)
to maintain and utilize any funds appropriated in any given Fiscal Period for the
purpose for which those funds were appropriated. City hereby agrees to notify
Society immediately (and in no case later than g0 days prior to the last day of its
then current Fiscal Period) of the occurrence of an Event of Non Appropriation.
The parties herein acknowledge that appropriation for payments hereunder is a
government function which City cannot contractually commit itself in advance to
perform and this Agreement does not constitute such a commitment.
lmmediately upon any termination hereof, and without waiver or limitation as to
claims, damages, rights and remedies available to City under law, contract and
equity, the Society immediately shall return to the City unearned (current year)
2.
3.
4.
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fee payments, and fee prepayments according to the reimbursement schedule
attached hereto as Exhibit E and incorporated herein, and the City shall be
possessed of a complete right of setoff as to sums, as well as all properties and
materials in the possession of Society at the time of termination that are owned
by the City. Such unearned and prepaid fees represent advanced payment of
fees for services not performed, and shall not be construed as, nor constitute a
recovery or waiver as to, any claims, damages, rights or remedies available to
City upon breach or default by Society hereunder.
5. Notwithstanding the above the City at all times retains any right, remedy (in law
or equity), or privilege which may be available to it under applicable laws of the
State of California or any other applicable law, or proceed by appropriate court
action to enforce the terms of the Agreement, or to recover direct, indirect,
consequential or incidental damages for the breach of the Agreement. No
remedy or election hereunder shall be deemed exclusive but shall, wherever
possible, be cumulative with all other remedies at law or in equity.
VI. RELEASE OF INFORMATION
AND OWNERSHIP OF WORK PRODUCT
Except to the extent required by law, any reports, information, or other data
prepared or assembled by Society pursuant to this Agreement shall not be made
available to any individual or organization by Society without the prior written
approval of City.
All right, title and interest in and to any and all data, materials, reports,
compilations, documents, instruments and/or other information in any form/media
generated by Society in pursuit of this Agreement and the Augmented Services
provided for herein shall be vested in the City and shall be transmitted to City by
Society upon termination of the Agreement. Society shall not permit the
reproduction or use thereof by any other person except as othenruise expressly
provided herein.
Except to any extent expressly set forth in this Agreement, the City does not
grant, convey, or delegate to Society any property interest or express or implied
agency, license, right or authority. Without limitation, Society shall have no
authority to bind the City absent its express written consent.
VII. INDEMNIFICATION
1. Society shall indemnify, hold harmless and defend City and each of its officers,
officials, employees, agents and volunteers from any and all loss, liability, fines,
penalties, forfeitures, costs and damages (whether in contract, tort or strict
liability, including but not limited to personal injury, death at any time and
property damage) incurred by the City, Society, or any other person, and from
any and all claims, demands and actions in law or equity (including attorney's
3.
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fees and litigation expenses), arising or alleged to have arisen directly or
indirectly out of performance of this Agreement. The Society's obligations under
the preceding sentence shall apply regardless of whether the City or any of its
officers, officials, employees, agents or volunteers are actively or passively
negligent, but shall not apply to any loss, liability, fines, forfeitures, costs or
damages caused solely by the sole negligence or by the willful misconduct of the
City.
2. This Section Vll shall survive termination or expiration of this Agreement.
VIII. INSURANCE
1. Throughout the life of this Agreement, Society shall pay for and maintain in full
force and effect all policies of insurance required hereunder with an insurance
company(ies) either (i) admitted by the California lnsurance Commissioner to do
business in the State of California and rated not less than "A- Vll" in Best's
lnsurance Rating Guide, or (ii) authorized by City's Risk Manager or his/her
designee. The following policies of insurance are required:
a. COMMERCIAL GENERAL LIABILITY insurance which shall include
contractual, products and completed operations coverages, bodily injury
and property damage liability insurance with combined single limits of not
less than $2,000,000 per occurrence. Upon occupancy, the commercial
general liability insurance shall include owner, landlords and tenants
liability coverage and fire legal liability coverage.
b. COMMERCIAL AUTOMOB¡LE LIABILITY insurance, endorsed for "any
auto" with combined single limits of liability of not less than $2,000,000,
and property damage insurance of not less than Five Hundred Thousand
and 00/100 Dollars ($500,000.00), per occurrence.
c. WORKERS' COMPENSATION insurance as required under the California
Labor Code.
d. FIDELITY BOND (or City held retention account) in the principal amount of
One Hundred Fifty Thousand Dollars ($1SO,OOO¡. Society shall provide
evidence of the existence of said fidelity bond and of the commitment of
the bond undenruriter to notify the City in writing not less than thirty (30)
days before the expiration, cancellation or other material change to said
bond.
2. The above described policies of insurance shall be endorsed to provide an
unrestricted thirty (30) day written notice in favor of City, of policy cancellation,
change or reduction of coverage, except for the Workers' Compensation policy
which shall provide a ten (10) daywritten notice of such cancellation, change or
reduction of coverage. ln the event any policies are due to expire during the term
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of this Agreement, Society shall provide a new certificate evidencing renewal of
such policy not less than fifteen (15) days prior to the expiration date of the
expiring policy(ies).
Upon issuance by the insurer, broker, or agent of a notice of cancellation, change
or reduction in coverage, Society shall file with City a certified copy of the new or
renewal policy and certificates for such policy.
The General Liability and Automobile Liability insurance policies shall be written
on an occurrence form and shall name City, its officers, officials, agents,
employees and volunteers as an additional insured. Such policy(ies) of
insurance shall be endorsed so Society's insurance shall be primary and no
contribution shall be required of City. Society shall furnish City with the
certificate(s) and applicable endorsements for ALL required insurance prior to
City's execution of the Agreement. Society shall furnish City with copies of the
actual policies upon the request of City's Risk Manager or his/her designee at
any time during the life of the Agreement or any extension. All coverage
available to Society shall also be applicable to the City as additional insured.
lf at any time during the life of the Agreement or any extension, Society fails to
maintain the required insurance in full force and effect, all work under this
Agreement shall be discontinued immediately, and all payments due or that
become due to Society shall be withheld until notice is received by City that the
required insurance has been restored to full force and effect and that the
premiums therefore have been paid for a period satisfactory to City. Any failure
to maintain the required insurance shall be sufficient cause for City to terminate
this Agreement.
lf Society should subcontract all or any portion of the work to be performed under
this Agreement, Society shall require each subcontractor to provide insurance
protection in favor of the City its officers, officials, employees, agents and
volunteers in accordance with the terms of each of the preceding paragraphs,
except that the subcontractors' certificates and endorsements shall be on file with
Society and City prior to the commencement of any work by the subcontractor.
IX. CONFLICT OF INTEREST
Prior to City's execution of this Agreement, Society shall complete a City of
Fresno Conflict of lnterest Disclosure Statement. Said statement is attached
hereto as Exhibit F and incorporated herein by reference. During the term of
this Agreement, Society shall have the obligation and duty to immediately notify
City in writing of any change to the information provided by Society on Exhibit F.
Society shall not employ or retain the services of any person while such person
either is employed by City or is a member of any City commission, board,
6.
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3.
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committee, or similar City body. This requirement may be waived by the City's
Chief Administrative Officer if no actual or potential conflict is involved.
The Society shall not enter into any proposed transaction or series of
transactions, if any person who is then one of its directors, employees, or
officers, would, directly or indirectly, receive any income as the result of such a
proposed transaction or series of transactions.
Society shall comply with all applicable laws, rules, regulations and professional
canons/requirements governing avoidance of impermissible client conflicts,
including without limitation the requirements of the California Political Reform Act
(Government Code Section 87100 et seq.) and the regulations of the Fair
Political Practices Commission concerning disclosure and disqualification (2
California Code of Regulations Section 18700 et seq.).
Society represents and warrants that as of the effective date hereof, it represents
no client whose interests are adverse to the City's.
This Section lX shall survive expiration or termination of this Agreement.
X. NONDISCRIMINATION
1. Society shall not employ discriminatory practices in the provision of services,
employment of personnel, or in any other respect on the basis of race, color,
creed, religion, sex, national origin, ancestry, ethnicity, age, marital status, status
as a disabled veteran or veteran of the Vietnam era, medical condition, or
physical or mental disability. During the performance of this Agreement, Society
agrees as follows:
a. Society will comply with all laws and regulations, as applicable. No person
in the United States shall, on the grounds of race, color, creed, religion,
sex, sexual preference, national origin, ancestry, ethnicity, age, marital
status, status as a disabled veteran or veteran of the Vietnam era, medical
condition, or physical or mental disability be excluded from participation in,
be denied the benefits of, or be subject to discrimination under any
program or activity made possible by or resulting from this Agreement.
b. Society will not discriminate against any employee or applicant for
employment because of race, color, creed, religion, sex, sexual
preference, national origin, ancestry, ethnicity, age, marital status, status
as a disabled veteran or veteran of the Vietnam era, medical condition, or
physical or mental disability. Society shall take affirmative action to
ensure that applicants are employed, and the employees are treated
during employment, without regard to their race, color, creed, religion, sex,
sexual preference, national origin, ancestry, ethnicity, age, marital status,
status as a disabled veteran or veteran of the Vietnam era, medical
5.
6.
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condition, or physical or mental disability. Such action shall include, but
not be limited to, the following: employment, upgrading, demotion or
transfer; recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including
apprenticeship. Society agrees to post in conspicuous places, available to
employees and applicants for employment, notices setting forth the
provision of this nondiscrimination clause.
Society will, in all solicitations or advertisements for employees placed by
or on behalf of Society, state that all qualified applicants will receive
consideration for employment without regard to race, color, creed, religion,
sex, sexual preference, national origin, ancestry, ethnicity, age, marital
status, status as a disabled veteran or veteran of the Vietnam era, medical
condition, or physical or mental disability.
Society will send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers'
representatives of Society's commitment under this section and shall post
copies of the notice in conspicuous places available to employees and
applicants for employment.
XI. INVALID PROVISIONS
The provisions of this Agreement are severable. In the event any term, covenant,
condition or provision of this Agreement, or the application thereof to any person, entity,
or circumstance, shall to any extent be held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, covenants, conditions or
provisions of this Agreement, or the application thereof to any person, entity, or
circumstance, shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, provided that such invalidity, voiding or unenforceability of such
covenant, condition or provision does not materially prejudice either party in its
respective rights and obligations contained in the then remaining valid covenants,
conditions or provisions of this Agreement.
XII. INDEPENDENT CONTRACTOR
Society is and throughout this Agreement shall be an independent contractor and not an
employee, partner or agent of the City. However, City shall retain the right to verify that
Society is performing its respective obligations in accordance with the terms hereof.
XIII. PARTNERSHIP/JOINT VENTURE
This Agreement does not evidence a partnership or joint venture between Society and
City. Society shall have no authority to bind the City absent City's express written
c.
d.
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consent. Except to the extent othenryise provided in this Agreement, Society shall bear
its own costs/expenses in pursuit hereof.
XIV. NO THIRD PARTY BENEFICIARIES
The parties acknowledge and agree that the Society is providing Augmented Services
hereunder only to and for the benefit of the City and that there are no intended or
incidental beneficiaries of this Agreement.
XV. NOTICES
Any notice required or intended to be given to either party under the terms of this
Agreement shall be in writing and shall be deemed to be duly given if delivered
personally or deposited into the United States mail, by registered or certified mail, return
receipt requested with postage prepaid, addressed to the Party to which notice is to be
given at the Party's address set forth below or at such other address as the Parties may
from time to time designate by written notice.
lf to City:City of Fresno
City Manager's Office
2600 Fresno Street, Room 2097
Fresno, CA 93721-3605
Central California Society for the Prevention of Cruelty to
Animals
Attention: Linda Van Kirk
103 South Hughes Avenue
Fresno, CA 93706
lf to Society:
Personal service, as aforesaid, shall be deemed served and effective upon delivery
thereof. Service by mail, as aforesaid, shall be deemed to be sufficiently served and
effective as of 12:00:01 4.M., on the fourth (4th) calendar day following the date of
deposit in the United States mail of such registered or certified mail, properly addressed
and postage prepaid.
XVI. NON-ASSIGNMENT
This Agreement is personal to Society and there shall be no assignment by Society of
its rights or obligations under this Agreement without the prior written approval of City.
XVII. NON-SOLICITATION
Society represents and warrants that it has not paid or agreed to pay any
compensation, contingent or othenruise, to solicit or procure this Agreement or any
rig hts/benefits hereunder.
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XVIII. GOVERNING LAWA/ENUE
This Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of California. Venue for purposes of the filing of any case,
controversy or proceeding regarding the enforcement or interpretation of this Agreement
and any rights and duties hereunder shall be Fresno County, California.
XIX. ATTORNEY'S FEES
lf either party is required to commence any proceeding or legal action to enforce or
interpret any term, covenant or condition of this Agreement, the prevailing party in such
proceeding or action shall be entitled to recover from the other party its reasonable
attorney's fees and legal expenses in addition to any other relief to which such party
may be entitled.
XX. CUMULATIVEREMEDIES
No remedy or election hereunder shall be deemed exclusive but shall, wherever
possible, be cumulative with all other remedies at law or in equity.
XXI. FURTHERASSURANCES
1. The City and Society agree to use best efforts in pursuit of this Agreement.
2. Upon request, and at no cost to the City, a representative of the Society shall
attend meetings of the City Council for the purpose of providing expert
information to said Council, and/or for the purpose of providing information to
said Council concerning any matter arising out of or in connection with the
Society's provision of Augmented Services under this Agreement.
3. The City shall provide, and review with, the Society, copies of all studies, reports,
and recommendations prepared by the City covering any aspect of this
Agreement or operations of the Society. Representatives of the City and the
Society shall meet at least once each quarter ("quarterly meeting") to review the
Society's activities and performance in the execution of this Agreement. The
Society shall recommend appropriate revisions to the City's ordinances covering
animal control consistent with the Society's experience in performing said
services.
When necessary, the City's administration will participate in quarterly meetings.
It is the intent of the parties that quarterly meetings shall be the exclusive means
for either party to express its concerns regarding performance by City or Society
under this Agreement. To the extent practicable, the parties shall make good
faith efforts not to othenruise publicly disparage each other or its members in
respect to performance of this Agreement.
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4 This Agreement shall be administered for the City by the Chief Administrative
Officer, or such person as sheihe shall designate.
5. The Society shall abide by the requirements of the lmmigration Control and
Reform Act assuring the right to work of all newly hired employees and that all
required documentation of the right to work is inspected and that the INS Form 1-
9 is completed. The Society shall make the required documentation available
upon request to the Director of the Department of Administrative Services of the
City for the inspection.
XXII. GENDER
ln this Agreement, whenever the context so requires, the singular shall include the
plural, and the neuter shall include the masculine and the feminine, and the masculine
shall include the feminine and neuter.
XXIII. AMENDMENT
This Agreement may be amended only by written instrument duly authorized and
executed by both parties.
XXIV. FINAL AGREEMENT
This Agreement and any documents, instruments and materials referenced and
incorporated herein represents the entire agreement between the Parties with respect to
the subject matter hereof. This Agreement may be modified only by written instrument
duly authorized and executed by both City and Society.
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The parties hereto
first above written.
CITY OF FRESNO,
a California municipal corporation
have caused this Agreement to be executed as of the day and year
CALIFORNIA SOCIETY FOR THE
By:
toN UELTY TO ANIMALS,
(if corporation or LLC, CFO, Treasurer,
Secretary or Assistant Secretary)
Name:
Title:
City Manager
ATTEST:
WONNE SPENCE, CMC
+lxlrJ
APPROVED AS TO FORM
DOUGLAS T. SLOAN
City Attorney
By:
Attachments: Exhibits A - F
TN P : prn-ns 16321 7 prnl agtl 1 I 27 I 1 4
(if corporation or LLC, Board
Chair, Pres. or Vice Pres.)
Tracy N. Parvanian
Page 15 of 15
1.
EXHIBIT A . AUGMENTED SERVICES
The Society shall provide the City with all animal control, animal care, pound master,
animal sheltering/quarantining, leash law enforcement, veterinary care and related
Augmented Services required of City and enforceable by City under federal, state and
local law including without limitation California Civil Code Sections 1815, 1816, 1834,
1834.4, 1845, 1846, 1847 and 2080; California Food and Agricultural Code Section
17005, 17006, 31752.5,31753,31754, and 32003; California Penal Code Section 597.1,
and 599d;Fresno Municipal Code Chapter 10, Article 3, Sections 10-301 through 10-
329, as such may be enacted or amended from time to time.
Without limiting the foregoing, Augmented Services shall include the following:2
a. Enforcement of the City's dog licensing ordinance by:
(1)lssuing dog licenses and collecting fees for said licenses for any dog over
the age of four (4) months vaccinated for rabies before redemption by its
owner or new adopted owner if there is not proof that the dog has previously
been vaccinated. An unvaccinated dog under the age of four (4) months
shall be released to its owner (including a new owner) residing within the
City only upon he signed agreement of such owner to have the dog
vaccinated for rabies within ten (10) days after the dog is four (4) months
old. ln the event of a release of an unlicensed, unvaccinated dog, the dog
license fee shall be collected before release of the dog, but the dog license
and the dog license tag shall not be issued until display of the vaccination
certificate to the Society. ln the event that said licenses are not issued
within thirty (30) days, said fees shall be forfeited and remitted to the City.
Society shall retain 75% of any new or renewed license fees and shall pay
the City the remaining 25o/o of any new or renewed license fees.
Delivering forfeited and issued license fees together with duplicate receipts
to the City's License and Collection Supervisor on a quarterly basis on the
following dates: January 15, 2014; April15, 2014; July 15, 2014; October
15,2014; January 15,2015; and April 1 5,2015. Also delivering to the City,
on the same quarterly basis, unclaimed spaying/neutering deposits deemed
part of the funds which the City provides to the Society for spaying/neutering
of animals and educational purposes, in accordance with Section 30503 of
the Food and Agricultural Code.
Retaining any maintenance and redemption fees collected to maintain any
dog in the shelter until said licensing fees are collected.
Employing, supervising and training qualified personnel to assist in the
enforcement of said ordinance.
2.
(2)
(3)
(4)
(5)
' ln the event this section 2 of Exhibit "4" conflicts with section 1 of Exhibit "A", section 1 shall control.
b.Enforcement of the City's ordinance prohibiting unrestrained animals running at
large by:
(1) Patrolling activities within the City limits to pick up animals running at large,
during hours set forth by the Society in Section 2(d)(4).
(2) Patrolling within the City limits to pick up unlicensed dogs running at large.
(3) Patrolling within the City limits to pick up licensed dogs running at large
and/or cite their owners for an infraction in violation of the City's ordinance
prohibiting animals at large.
(4) Picking up licensed or unlicensed stray dogs and stray cats held by property
owners or tenants, upon their request to do so and at no cost to them, and
assisting veterinarians who request related services for other stray animals.
(5) Employing, supervising, and training qualified personnel to assist in the
enforcement of said ordinance.
Enforcement of the City's ordinance requiring dogs to be vaccinated against rabies
by:
(1) Requiring proof of rabies vaccination prior to releasing impounded dogs as
per Section 2 a (1) of this Exhibit A.
(2) lmpounding dogs picked up running at large who do not have valid tags
certifying vaccination against rabies.
(3) Repofting all dog bites, of which Society is informed, to the County Health
Officer.
(4) Severing and delivering to the County Health Officer the head of any animal
that dies while under observation for rabies.
Operation and maintenance of a safe and adequate shelter for the humane
confinement, treatment, and disposal of all animals under the care of said shelter
by:
(1) Adhering to all applicable laws orordinances of the Cityof Fresno and the
State of California.
(2) lnstallation and use of any and all necessary apparatus and equipment to
ensure humane treatment of animals under the care of the Society.
(3) Employment and proper supervision and training of personnel to perform
necessary shelter services in the most humane manner. A California
d.
licensed veterinarian shall be responsible for all veterinary care, as provided
for in applicable state law.
(4) Operation of said shelter shall be as follows: The normal office hours for
stray intake will be 8 a.m. to 5 p.m. Monday through Friday (6 p.m.
Wednesday). The normal hours for reclaims, owner surrenders,
adoptions will be from 10 a.m. to 5 p.m Monday through Friday (6 p.m. on
Wednesday). The shelter shall be open to the public Saturdays and
Sundays for not less than four (4) hours. The Society may, in its discretion,
adjust the opening and closing times based upon the time of the year,
however keeping the number of hours the same or greater. Full Service
Animal control will be from 8 a.m. to 5 p.m. Monday through Friday.
Emergency response will be provided from 5 p.m. to I a.m. every night and from B a.m. to5 p.m. on saturdays, sundays, and Holidays only. The society may, in its
discretion, close the shelter to members of the public during any public holiday that
is observed by the City. e. lmpoundment of any and all animals in said
shelter, whenever picked up or delivered, by the following guidelines:
(1) Unlicensed dogs, cats, and any other live animal legally allowed as personal
property, shall be maintained in said shelter for a minimum of six days, not
including the day of impoundment, unless a longer or shorter period is
authorized by statute in which case such longer or shorter period shall
apply, after which time they may be released to a nonprofit, sold or
humanely destroyed as allowed by statute.
(2) Licensed dogs shall be maintained in said shelter for a minimum of six (6)
days, during which time the Society shall give owners three (3) days' prior
notice, in writing, of the dog's impoundment, after which time the dog may
be released to a nonprofit, sold or humanely destroyed as allowed by
statute.
The society may sell or release impounded dogs only upon payment of city
license fees and proof of rabies vaccination or, in the case of dogs under
the age of four (4) months, a signed statement that the new owner will have
the dog vaccinated within ten (10) days after the dog is four (4) months old.
The Society shall charge redemption fees and fees for maintenance
(boarding) of any impounded animals as required by and set forth by the
City's ordinance prior to redemption by the owner. The Society shall retain
these fees.
Disposal of any and all animals under the care of the Society by:
(1) Redemption of animals claimed by their rightful owners;
(2) Release to a nonprofit pursuant to statute;
on
and
(3)
(4)
(3)
(4)
Sale of unredeemed animals to new adopted owners for which Society shall
retain all monetary proceeds; or
Destruction of such animals as are not disposed of as in (1) through (3)
above in any one of the humane methods prescribed by state law.
g.The Society shall provide veterinary services within the City limits for animals
under its care on behalf of the City on the following basis:
(1) Emergency veterinary services, including diagnosis and treatment, may be
rendered to injured cats and dogs found without their owner in public places
within the City limits in accordance with California Penal Code Section 597f.
Any other emergency veterinary services may be rendered in unusual
emergency circumstances if the Society deems them absolutely essential to
the performance of this Agreement.
The Society shall take all reasonable measures to recover all costs incurred
for veterinary services, emergency or othelwise, from animals' owners.
The unrecovered costs for emergency veterinary services provided to
animals found within the City limits shall be billed to the City on a quarterly
basis in the format set forth in Exhibit "8" attached hereto.
The Society shall provide the owners of lost animals and those who find lost
animals with the following lnformational Services:
(1) The ability to list the animals they have lost or found on "Lost and Found"
lists maintained by the pound or shelter.
(2) Referrals to animals listed that may be the animals the owners or finders
have lost or found.
The telephone numbers and addressed of other pounds and shelters,in the
same vicinity.
Advice as to means of publishing and disseminating information regarding
lost animals.
(2)
(3)
(4)
h.
(3)
(4)
(5) The telephone numbers and addresses
assistance in locating lost animals.
The Society shall keep accurate records on
treated, or impounded, and such records
information and any other information required
Board:
of volunteer groups that may be of
each animal taken up, medically
shall include all of the following
by the California Veterinary Medical
(1)
(2)
(3)
(4)
(5)
(6)
The date the animal was taken up, medically treated, euthanized, or
impounded.
The circumstances under which the animal was taken up medically treated,
euthanized, or impounded.
The names of the personnel who took up, medically treated, euthanized, or
impounded the animal.
A description of any medical treatment provided to the animal and the name
of the veterinarian of record.
The whereabouts of the animal from the time of possession to the end of the
animal's impoundment. These records shall be available for inspection by
the public upon request for three (3) years after the date the animal's
impoundment ended.
The final disposition of the animal, including the name of the person who
euthanized the animal or the name and address of the adopting party.
These records shall be maintained for three (3) years after the date the
animal's impoundment ends.
Fees charged to the public by the Society in its performance of the Augmented Services, other
than as specifically provided for in this Agreement, shall be reasonably established by the
Society, subject to the City's prior approval thereof, which approval shall not be unreasonably
withheld.
1.
EXHIBITB.FEESCHEDULE
ln compensation for the Augmented Seruices other than those Services set out in
Section 3 below, the Society shall be paid the following sums in the following manner:3
During the 2013-2014 fiscal year, a current year fee not to exceed [$3,230,300]
which shall be payable in equal quarterly installments on or before each of July 15,
October 15, January 15, and April 15.
Each payment hereunder by City shall be contingent upon timely submission to, and
review and approval by, the City of the Society's monthly service, fiscal, and complaint
reports as stipulated in section lV and Exhibits "C" and "D" to this Agreement.
t All current and prepaid fees are subject to the substantiation, support, modification and not-to-exceed limitations
provided for in the Agreement.
2.
Exhibit C
ntake
\n¡mal Type Ju Aug seF Oc Not¡Dec Ja¡Fet Mar Apl Ma!Jur FYTD
)ats/Kiüens: Stravs (Public)
)ogs/Puppies: Strays (Public)
)ther: Strays (Public)
lats/Kittens: Owner Surrender
)oos/Puooies: Owner Surrender
)ther: Owner Sunendel
)uaranline: Cats/Kittens Stravs
luarantine: Cats/Kittens Owner S.
)uarantine: Doos/Punoies Stravs
luarantine: Doqs/Puopies Owner S.
)OA Cats/kittens: Strays (Public)
)OA Dogs/puppies: Strays (Public)
)OA Other: Strays (Public)
)OA Cats/Kittens: Owner Sunende¡
)OA Dogs/Puppies: Owner Surrender
)OA Other: Owner Sur¡ender
)OA Cats/Kittens: Field (ACO)
)OA Doqs/Puppies: Field (ACO)
)OA Other: Field (ACO)
lats/Kitten: Field (ACO)
)oqs/Puppies: Field (ACO)
lher: Field (ACO)
lotal overall animals handled:
ntak€ o1 LIVE An¡mals
[doDt¡ons
lnimal Type
lals/kittens
)ogs/puppies
lher
lotal
te AdoDtions
\nlmal Type
lats/k¡ttens
)oqs/puppies
lotal Adoptions Offsite
)verall CCSPCA Adoptions
:uthanas¡a
qn¡mal Type
lets/kittens (Healthy)
)ogs/Puppies (Heahhy)
fther (Healthy)
lats/Kittens (Treatable-Rehabilitatable)
)ogs/Puppies Ireatable-Rehabilitatable)
)ther (Treatable-Rehabilitatable)
lats/Kittens (Treatable-Manageable)
)ogs/Puppies ([reatable-Manageable)
fther (Treatable-Manageable)
lats/Kittens (Unhealthy-Untreatable)
)ogs/Puppies (Unhealthy-Untreatable)
)ther (Unhealthy-Untreatable)
lats/Kittens (Owner Request)
logs/Kittens (Owner Request)
f,ther (Owner Request)
Tote
fransferred Oul to Rescues
{nimal Type
lats/K¡ttens
)oos/Puooies
)ther
Total
ìeclaims
lnimal Type
lats/kittens
)ogs/puppies
)ther
Iota
Exhibit D
Quarterly Financial Report
Society for the Prevention of Cruelty to Animals
1 03 S Hughes Ave
Fresno CA 93706
Fiscal Year:
Quarter:
Period Ending:
REVENUE $ TO DATE
City Contract $
Total Revenue $
EXPENSES $ TO DATE
Payroll & Related $
Services & Supplies $
Total Expenses $
EXHIBIT E. REIMBURSEMENT SCHEDULE
lmmediately upon expiration or any earlier termination hereof while Society is in breach
or default, the Society shall reimburse the City for unearned fee prepayments according
to the following schedule:
Society shall reimburse to City the total of all prepayments made hereunder.
lmmediately upon expiration or any earlier termination hereof while Society is not in
breach or default, the Society shall reimburse the City for unearned fee prepayments.
Explanation:
EXHIBIT F
DISCLOSURE OF CONFLICT OF INTEREST
Signature
Date
(name)
(company)
(address)
YES*NO
1 Are you currently in litigation with the City of Fresno or any of its
agents?
tr n
2 Do you represent any firm, organization or person who is in
litigation with the City of Fresno?
n n
3 Do you currently represent or perform work for any clients who do
business with the City of Fresno?
n tr
4 Are you or any of your principals, managers or professionals,
owners or investors in a business which does business with the
City of Fresno, or in a business which is in litigation with the City of
Fresno?
n tr
5 Are you or any of your principals, managers or professionals,
related by blood or marriage to any City of Fresno employee who
has any significant role in the subject matter of this service?D n
6 Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
this Project?!n
* lf the answer to any question is yes, please explain in full below.
! Additional page(s) attached.
(city state zip)