HomeMy WebLinkAboutAgr 2000-06-27 (Marin Humane Society)AGREEMENT FOR ANIMAL CONTROL SERVICES
THIS AGREEMENT, made and entered into this 27h day of June, 2000, by and between the COUNTY OF
MARIN, a political subdivision of the State of California (hereinafter referred to as "COUNTY") and MARIN
HUMANE SOCIETY (hereinafter referred to as "CONTRACTOR".)
WITNESSETH:
In consideration of the mutual promises set out below CONTRACTOR and COUNTY agree as follows:
1 • (A) The services to be performed, (B) the time within which said services are to be performed,
(C) the amount of compensation and (D) the schedule for payment of such compensation shall be as specified in
Exhibit "A", attached hereto and by this reference incorporated herein.
2. ADDITIONAL PROVISIONS. Those additional provisions unique to this Agreement are set forth
in Exhibit "B".
3. GENERAL PROVISIONS. The general provisions set forth in Exhibit "C" are part of this .
Agreement. Any inconsistency between said general provision and any other terms or conditions of this
Agreement shall be controlled by the other term or condition insofar as it is inconsistent with the general
provisions.
4. DESIGNATED REPRESENTATIVES. The County Administrator is the representative of the
COUNTY and will administer this Agreement for the COUNTY. Marin_Humane Society's Executive Director is the
authorized representative for CONTRACTOR. Changes in designated representatives shall occur only by advance
written.notice to the other party.
5. EXHIBITS. All Exhibits referred to herein are attached hereto and by this reference incorporated
herein. Exhibits include:
Exhibit "A" - Services and Payment
Exhibit "B" - Additional Provisions
Exhibit "C" - General Provisions
6. AGREEMENT DATE. The Agreement Date is June 27, 2000.
IN WITNESS WHEREOF, the parties hereto have executed t
above written his Agreement on the day here first
.
COUNTY OF MARIN ("COUNTY")
00000.
B.
MARIN HUMANE SOCIETY ("CONTRACTOR")
Appro as to Form:
Ma ' County Counsel Office
GF~;
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EXHIBIT "A"
A.1 SCOPE OF SERVICES AND DUTIES.
The services to be provided by CONTRACTOR and the scope of CONTRACTOR'S
duties include the following:
CONTRACTOR shall provide to COUNTY and the Cities/Towns party to the Joint Powers Agreement, dated
5/2289, the following services and facilities:
1. Animal Control Authorities:
CONTRACTOR shall provide field enforcement and shelter services in accordance with the terms and
conditions of this Agreement and pursuant to the provisions of chapter 8.04 through Chapter 8.12 of the Marin County
Code, similar provisions of ordinances of joint powers authority members and all provisions of law relating to animal
abuse and animal control and shelter services of the State of California. Such enforcement specifically includes
authority to appoint animal control officers pursuant to provisions of County Code and State law, powers of arrest,
obligation to cant' out all lawful orders of the Marin County Health officer in the performance of duties specified in
sections 2606.0, 2606.2, 2606.4 and 2612.1, Title 17, California Administrative Code, and obligation to provide
adequate instruction, training and supervision of all animal control officers.
2. Licensing of Dogs:
CONTRACTOR shall be responsible for dog licensing, and will work to maximize compliance through use of
computerized records, rabies reports from veterinarians, and coordination of license sales at the shelter and at off-
shelter locations. CONTRACTOR will provide for enforcement of the dog licensing provisions of the Marin County Code
and similar provisions of ordinances of joint powers authority members, including the ordering and sale of licenses and
tags. CONTRACTOR shall not release any impounded dog to a County resident unless it is licensed as required by law.
CONTRACTOR shall maintain and make available to COUNTY a record of all licenses sold and fee collected. License
records shall be available to the members of the Animal Control JPA at the County's request.
3. Contract Animal Control Services:
a.) CONTRACTOR shall provide for a minimum of 32 animal control officer staff hours covering the County
during each 24-hour period, five (5) days per week. Weekends and major holidays will be covered by 24 animal control
officer staff hours during each 24-hour period on Saturdays and Sundays.
b.) CONTRACTOR shall pick up dead wildlife, excluding marine mammals, seven (7) days a week, on public
property at no fee to the County and Cites/Towns, and on private property subject to the fee adopted by the County.
c.) CONTRACTOR shall enforce the provisions of dangerous animals codes pursuant to the ordinances,
assist the office of Mediation Services and the Office of the District Attorney for resolution and/or prosecution of alleged
violations.
d.) CONTRACTOR shall act as agents for the County Health Department for the purposes of quarantine of
biting animals and the enforcement of State Codes and County guidelines relating to rabies control, including State
mandated rabies clinics.
e.) CONTRACTOR shall conduct Patrols for Stray Dogs in all areas of the County and Cities/Towns on an on-
going basis for the purpose of enforcing leash and control laws where in effect. Patrol time to be a minimum average of
100 hours per month (1200) hours per year.
f.) CONTRACTOR shall establish equipment and procedures to receive and respond to, as required, all
animal-related calls countywide, 24 hours a day, seven days a week.
g.) CONTRACTOR shall pick up stray dogs and confined cats; and impound animals, or return home and
issue citations.
h.) CONTRACTOR shall administer licensing program including ordering tags, developing paperwork, sales
site, sponsor rabies clinics, data processing, mailing, renewals, problem solving and enforcement.
I.) CONTRACTOR shall administer a licensing enforcement program that includes conducting one license
amnesty effort per contract year, and other efforts that may be mutually agreed upon.
j.) CONTRACTOR shall investigate complaints, including those regarding potentially dangerous or vicious
animals.
k.) CONTRACTOR shall investigate livestock depredation and wildlife harassment.
1.) CONTRACTOR shall inspect and permit, subject to county ordinance provisions, all Commercial Animal
Establishments and Exhibits.
m.) CONTRACTOR shall inspect and permit, subject to county ordinance provisions, applications for Animal
Hobbyist and Ranch Dog Permits.
n.) CONTRACTOR shall pick up and relocate or euthanize trapped wild animals.
o.) CONTRACTOR shall euthanize or transport all injured wildlife to a rehabilitation facility.
P.) CONTRACTOR shall provide joint powers authority impoundment services to include receiving unwanted
animals, the impounding, housing, redemption, treatment, euthanasia, and disposal of animals. CONTRACTOR shall
shelter and care for all stray and unwanted animals 24-hours a day, seven (7) days a week. CONTRACTOR shall
provide to members of the Animal Control JPA the State-mandated programs in effect at the time of this agreement. For
the purposes of this agreement, animals held beyond the time frames as outlined by State law, County or City/Town
ordinance, and legitimate animal control purposes, shall be the financial responsibility of CONTRACTOR.
CONTRACTOR shall also maintain records of the new mandated services sufficient to allow COUNTY, on
behalf of the joint powers authorities, to make a claim for the new State mandated costs. These records shall document
added costs for personnel, supplies and professional services for Chapters 747 and 752 separately. Documented costs
shall include services previously performed voluntarily, but now mandated by Chapters 747 and 752.
CONTRACTOR shall also cooperate fully with COUNTY and City/Towns to facilitate the claiming of the State
mandated costs.
q.) CONTRACTOR shall treat all animals that can "reasonably" be rehabilitated, and euthanize all untreatable
animals.
r.) CONTRACTOR shall dispose of dead animals by cremation or rendering.
s.) CONTRACTOR shall maintain records and conduct searches for the purposes of reuniting lost pets with
their owners.
Q CONTRACTOR shall redeem stray animals and collect all fees.
u.) CONTRACTOR shall sterilize all cats and dogs prior to placement
v.) CONTRACTOR shall provide County with monthly animal activity and service call statistics/reports.
w.) CONTRACTOR shall respond to citizen complaints about animal control services.
x.) CONTRACTOR shall attend Animal Control Advisory Commission meetings, and provide information
requested for the Commission by County staff.
Y.) CONTRACTOR shall be designated by County Office of Emergency Services as the lead agency to provide
animal services during declared disasters for Marin County and all JPA Cities/Towns.
z.) CONTRACTOR shall provide for administrative hearings pursuant to Penal Code Section 597.1.
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aa.) CONTRACTOR shall provide requested animal rescue services.
bb.) CONTRACTOR shall respond to calls within eight (8) hours from receipt of call, and in general order of
priority as follows:
L Non-aggressive running dogs at large on school grounds
ii. Trapped animals (in humane traps)
iii Confined animals
cc.) CONTRACTOR shall respond to calls within twenty-four (24) hours:
L Owner surrendered animals subject to County adopted fee
ii. Pick up dead animals subject to County adopted fee, when applicable.
iii. Respond to animal bite reports
iv. Complaint patrols focused on specific neighborhood problem areas that have
generated citizen complaints. Patrols to be conducted for at least thirty (30)
days from the date of the complaint, with a minimum of three(3) patrols per
month in each complaint area.
dd.) CONTRACTOR shall respond to calls within forty-eight (48) hours to:
L Pick up dead animals, excluding marine mammals, in Coastal Marin subject to County adopted
fee when applicable.
ii. Pick up dead wildlife in Coastal Marin.
4. Contractor Priorities.
CONTRACTOR shall respond, as CONTRACTOR'S highest priority, to all emergency calls. For the purpose
of this subsection, "emergency call" means:
L Animals/situations endangering human life or safety in conjunction with
the appropriate law enforcement agency or agencies
ii. Sick or injured animals
iii Situations threatening animal life or safety
iv. Requests by law enforcement agencies
v. Protective custody requests
5. State Mandated Iniured Animal Programs:
CONTRACTOR will administer the State-mandated County sick and injured animal program which is funded
independent of this Agreement, and provide a monthly accounting by jurisdictiori for purposes of billing the joint powers
authorities members.
6. Fee Collection Services:
Upon redemption of an animal by its owner, CONTRACTOR shall collect all impound, board, license, trailering,
herding, permit and veterinarian fees as assessed by County or Cityfrown ordinance and State law.
7. Maintenance of Records:
CONTRACTOR shall maintain records of each impounded animal, including a description of the animal, date
of receipt, manner of disposal, and fees or charges paid. These records shall be available to JPA agencies by request
of the County.
8. Identification of Dead Pets:
CONTRACTOR shall hold the remains of any dead pets with identification for up to 24-hours.
9. New State Mandates:
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CONTRACTOR will participate in good faith negotiations to implement new stag animal control mandated
programs enacted during the time of this agreement.
10. Discontinued State Mandated Animal Control Services:
CONTRACTOR will participate in good faith negotiations to eliminate any programs mandated by California
State law at the time of this agreement when so requested to do so by the County.
A.2 TIME SERVICES RENDERED
Services will be provided from July 1, 2000 through June 30, 2005.
A.3. MANNER SERVICES ARE TO BE PERFORMED.
CONTRACTOR, (including CONTRACTOR'S agents, servants and employees) is not an agent or employee of
the County of Marin, or any of.the members of the Animal Control Joint Powers Authority which include the following
cities: Belvedere, Corte Madera, Fairfax, Larkspur, Mill Valley, Novato, Ross, San Anselmo, San Rafael, Sausalito, and
Tiburon, but an independent contractor solely responsible for its acts, and this Agreement shall not be construed as an
agreement for employment.
A.4. RESPONSIBILITIES OF THE COUNTY
Uniform Ordinance and Citation Authority:
COUNTY will encourage members of the Animal Control Joint Powers Authority to comply with the
requirements of the joint powers authority to establish uniform animal control ordinances and citation authority in the
incorporated city/towns and unincorporated areas.
2. Dispatching Services:
COUNTY shall provide dispatching services for CONTRACTOR through the Communications Division
of the Sheriffs Department. Normal charges associated with this service will be waived. CONTRACTOR shall acquire
the equipment necessary to participate in the Marin Emergency Radio Authority's (MERA) radio system without
additional cost to the County for the term of this Agreement.
3. a.) Duties of Health Officer:
Under Sections 2606.0, 2606.2, 2606.4, and 2612.1,Title 17, of the California Administrative Code,
the Health Officer is required to provide a program of rabies control, including receiving reports of animal bites, isolation
(quarantine) of rabid or suspected rabid animals, isolation (quarantine) of biting animals, laboratory examination of
certain animals for rabies, quarantine of wounded animals that have been bitten by (or have had contact with) a known
or suspected rabid animal, establish quarantine areas, and administration and enforcement of Section 121690,
California Health and Safety Code. Section 121690 deals with licensing and vaccination procedures for dogs.
Inasmuch as this Agreement provides that many aspects of investigation and enforcement shall be carried out by animal
control officers employed by CONTRACTOR, the Health Officer shall provide written protocols and procedures to be
followed by CONTRACTOR in carrying out activities related to rabies control.
b.) Rabies Control:
The County Health Officer shall provide to CONTACTOR by March 1 of each year of this Agreement,
updated written rabies guidelines relating to enforcement of rabies quarantine procedures, that accurately reflect current
Health Department practices.
A.5. PAYMENT
COUNTY shall pay CONTRACTOR as follows:
A. Total Contract Payment. '
1. For Fiscal Year 2000-01 commencing on July 1, 2000
through June 30, 2001 = $2,008,243
2. For Fiscal Year 2001-02 commencing on July 1, 2000
through June 30, 2002 = $2,114,812
3. For Fiscal Year 2002-03 commencing on July 1, 2002
through June 30, 2003 = $2,202,767
4. For Fiscal Year 2003-04 commencing on July 1, 2003
through June 30, 2004 = $2,303,933
5. For Fiscal Year 2004-05 commencing on July 1, 2004
through June 30, 2005 = $2,393,226
Total Payments: $11,022,981
B. Potential Contract Payment Adjustments
1. For Fiscal Year 2003-04, the total contract payment shall be $2,303,933 at a minimum or the
amount determined by increasing FY 2002-03 by the actual San Francisco Bay Area CPIU, as determined by the
Department of Labor, Bureau of Labor Statistics, but not to exceed a total contract payment for Fiscal Year 2003-04 of
$2,313,748.
2. For Fiscal Year 2004-05, the total contract payment shall be $2,393,226 at a minimum or the
amount determined by increasing FY2003-04 by the actual San Francisco bay Area CPIU, as determined by the
Department of Labor, Bureau of Labor Statistics, not to exceed a total contract payment for Fiscal Year 2004-05 of
$2,419;691.
3. If both of the above potential contract adjustments occur, the total payments under this
Agreement shall not exceed $11,059,261.
C. Method of Payment and Agreed Per Diem.
COUNTY shall pay to CONTRACTOR 1/12 of the total annual contract amount, as specified in
Section A.5,A,1to 5 in 12 equal installments by the first day of each month. For purposes of determining amounts due if
this agreement is terminated before June 30, 2005, a per diem amount shall be established by dividing the total annual
contract payment by 365 days.
D. Payment of Fees to County.
All impoundment, board, licensing, trailering herding, Dead on Arrival (DOA) pickups, quarantine and
permit fees will be remitted by CONTRACTOR to the County Administrator no later than the 20ffi of the month following
collection. ,
E. Use of Contract Revenues.
CONTRACTOR agrees that all funds paid by COUNTY pursuant to this Agreement will be used only
to fulfill the terms of the contract.
F. Bi-Annual Audit.
An independent audit will be supplied bi-annually at no additional cost to the County. For those years
between the bi-annual audit, at no additional cost to the County, an independent review by a Certified Public Accountant
will be provided.
EXHIBIT "B"
* ADDITIONAL PROVISIONS
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A. Independent Contractor Status.
It is specifically understood and agreed that CONTRACTOR is an independent contractor and is not
subject to the direction and control of COUNTY, or any of the member City/Towns except as too final result.
CONTRACTOR shall be solely liable and responsible to pay all required taxes and other obligations, including, but not
limited to, withholding and Social Security.
B. Extension of Service.
CONTRACTOR and COUNTY (on behalf of the Joint Powers Authority) agree to hold good faith
negotiations to extend the Marin Humane Society's provision of Animal Control Services following the
expiration of this Agreement.
EXHIBIT "C"
GENERAL PROVISIONS
1. Acceptance by COUNTY of the work performed under this Agreement does not operate as a release
of said CONTRACTOR from responsibility for the work performed. CONTRACTOR understands and agrees that the
scope of the work to be performed under this Agreement can and shall be performed in a manner compatible with the
standards of contractors occupation or profession.
2. It is expressly understood that in the performances of the services herein, the CONTRACTOR, and
the agents and employees thereof, shall act in an independent capacity and as an independent contractor and not as
officers, employees or agents of the COUNTY. This Agreement shall not be construed as an agreement for
employment. CONTRACTOR shall be solely liable and responsible to pay all required taxes and other obligations,
including but not limited to, withholding and Social Security.
3. CONTRACTOR shall provide COUNTY with timely advice of all significant developments arising
during performance of its services hereunder, orally or in writing, as CONTRACTOR deems appropriate.
CONTRACTOR shall devote such time to the performance of. services pursuant to this Agreement as
may be reasonably necessary for the satisfactory performance of Contractor's' obligations pursuant to this Agreement.
Neither party shall be considered in default of this Agreement to the extent performance is prevented or delayed by any
cause, present or future, which is beyond the reasonable control of the party.
4. It is recognized by the parties hereto that a substantial inducement to COUNTY for entering into this
Agreement was and is the reputation and competence of CONTRACTOR. Neither this Agreement nor any interest
therein may be assigned by CONTRACTOR without prior written approval of COUNTY and this agreement
contemplates the services of CONTRACTOR as the primary provider of the services called for to be performed. Except
as otherwise provided in this section, CONTRACTOR shall, with the exception of veterinary services, disposal services
and disaster mutual aid, not subcontract any portion of the performance contemplated and provided for herein without
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prior written approval of COUNTY. Any subcontractor(s), independent contractor(s) or any type of agent(s) performing
or hired to perform any term or condition of this Agreement on behalf of CONTRACTOR, as may be allowed by this
Agreement (hereinafter referred to as the
"Secondary Parties"), shall comply with each term and condition of this Agreement. Furthermore, CONTRACTOR shall
be responsible for the Secondary Parties acts and satisfactory performance of the terms and conditions of this
Agreement.
5. CONTRACTOR shall maintain books, records, documents and other evidence directly pertinent to all
work under this Agreement in accordance with accepted professional practice and accounting procedures
for a minimum period of 7 years after the end of each contract year. COUNTY, or any of its duly authorized
representatives, shall have access to such books, records, documents (including electronically formatted materials), and
other evidence for purposes of inspection, audit and copying.
6. Prior to rendering services provided by the terms and conditions of this Agreement, CONTRACTOR
or its subcontractor shall acquire and maintain during the term of this Agreement, insurance coverage, through and with
an insurer acceptable to COUNTY, naming the COUNTY and any related agency governed by the Board of Supervisors
which is letting the contract or for whom the services under the contract are being provided, and COUNTY'S, or related
agency's, officials, employees, and volunteers as additional insured, (hereinafter referred to as "the insurance"). The
limits of insurance herein shall not limit the liability of the CONTRACTOR hereunder.
(a) Said policies shall be in effect for the duration of this agreement and shall provide that they
may not be canceled without first providing COUNTY with thirty (30) days written notice of such intended cancellation. If
CONTRACTOR fails to maintain the insurance provided herein, COUNTY may secure such insurance and deduct the
cost thereof from any funds owing to CONTRACTOR.
(b) Minimum Scope of Insurance. CONTRACTOR shall procure insurance covering general
liability, automobile liability, and worker's compensation. Coverage shall be at least as broad as:
(i) Insurance Services Office (ISO) Commercial General Liability Occurrence form
number CG 0001 or equivalent ISO Form. A non-ISO form must be reviewed by the COUNTY prior to acceptance of the
Agreement.
(ii) Except as otherwise provided in (e)(ii)(bb) Insurance Services Office form number
CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" and Endorsement CA 0029.
Workers' Compensation insurance as required by the Labor Code of the State of
California and Employers Liability insurance.
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(c) Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the
following provisions:
(i) General Liability and Vehicle Liability Coverages. The COUNTY and the public
entity awarding the contract if other than the COUNTY, and their officials, employees and volunteers are to be covered
as insureds as respects: liability arising out of activities performed by or on behalf of the CONTRACTOR; products and
completed operations of the CONTRACTOR; premises owned, leased or used by the CONTRACTOR; or vehicles
owned, leased, hired or borrowed by the CONTRACTOR. The coverage shall contain no special limitations on the
scope of protection afforded to the COUNTY, its officials, employees or volunteers.
The CONTRACTOR'S insurance coverage shall be primary insurance as respects
the COUNTY, its officials, employees and volunteers and any other insureds under this contract. Any insurance or self-
insurance maintained by the COUNTY, its officials, employees and volunteers or other insureds, shall be excess of the
CONTRACTOR'S insurance and shall not contribute with it.
Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the COUNTY, its officials, employees and volunteers or other insureds under this contract.
Coverage shall state that the CONTRACTOR'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.
(ii) Worker's Compensation and Employers Liability Coverage. Each insurance policy
required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either
party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the COUNTY.
(d) Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's
rating of no less than A-VII if admitted. A non-admitted insurer shall have a Best's rating of no less than A-X.
(e) Minimum Limits of Insurance. CONTRACTOR shall maintain limits no less than:
(i) Commercial General Liability: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage with a general aggregate limit of $5,000,000.
(ii) Vehicle Liability: Subject to the option and Agreement of the COUNTY either: (aa)
$1,000,000 combined single limit per accident for bodily injury or property damage or; (bb) Personal Automobile liability
coverage of $500,000 bodily injury and property damage.
(iii) Workers' Compensation and Employers Liability: Workers' compensation limits as
required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident.
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(f) In addition to the above policies, if CONTRACTOR is to hire a subcontractor under this
Agreement, CONTRACTOR shall require subcontractor to provide insurance identical to the coverage required under
this Agreement, and shall require subcontractor to name CONTRACTOR as additional insured under its Agreement.
Certificates of Insurance and original endorsements providing such coverage shall be provided to COUNTY under
Paragraph 6 (h) of this Agreement. -
(g) Deductibles and Self-Insured retentions. Any deductibles or self-insured retentions must be
declared to and approved by the COUNTY. At the option of the COUNTY either the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the COUNTY, its officials and employees; or the CONTRACTOR
shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense
expenses.
(h) Verification of Coverage. CONTRACTOR shall furnish the COUNTY with certificates of
insurance and with original endorsements affecting coverage required by this clause. 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. The certificates and endorsements are to be on forms provided by the COUNTY or on forms received and
approved by the COUNTY before work commences. The COUNTY reserves the right to require complete, certified
copies of all required insurance policies, at any time.
(i) CONTRACTOR shall not render services under the terms and conditions of this Agreement
unless each type of insurance coverage and endorsement is in effect and CONTRACTOR has delivered the
certificate(s) of insurance and endorsement(s) to COUNTY as previously described. If CONTRACTOR shall fail to
procure and maintain said insurance, COUNTY may, but shall not be required to, procure and maintain the same, and
the premiums of such insurance shall be paid by CONTRACTOR to COUNTY upon demand. The policies of insurance
provided herein which are to be provided by CONTRACTOR shall be for a period of not less than one year, it being
understood and agreed that thirty (30) days prior to the expiration of any policy of insurance, CONTRACTOR will deliver
to COUNTY a renewal or new policy to take the place of the policy expiring.
7. CONTRACTOR shall effectively protect and guard COUNTY or its related agencies and its officials,
employees and volunteers, and all City/Town members of the Animal Control JPA (hereafter collectively referred to as
"COUNTY"), from any liability as a consequence of any willful act, negligent act or non-negligent act or omission by the
CONTRACTOR, any of the CONTRACTOR'S employees or agents, or any subcontractor, and shall be responsible for
any and all damage, injury, or death to persons, or damage to property. CONTRACTOR shall indemnify, defend and
hold COUNTY harmless from any and all claims, suits, actions, costs, and liability ensuing in connection with the
performance of the contract, or failure to protect the safety of workers or the general public, regardless of the existence
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of or degree of fault or negligence on the part of the COUNTY related agents, officials, employees or volunteers, or the
CONTRACTOR, subcontractor, or any employee of any-of these, other than the active negligence of the COUNTY.
8. CONTRACTOR shall maintain appropriate licenses throughout the life of this Agreement.
CONTRACTOR shall also obtain any and all permits which might be required by the work to be performed herein.
9. CONTRACTOR and any permitted subcontractor shall not discriminate against any individual based
on race, color, religion, nationality, sex, age or condition of disability.
10. If litigation or administrative hearings ensue which pertain to the subject matter of CONTRACTOR'S
services hereunder, CONTRACTOR upon request agrees to testify.
11. CONTRACTOR warrants and covenants that CONTRACTOR presently has no interest in, nor shall
any interest be hereinafter acquired in any matter which will render the services required under the provisions of this
Agreement, a violation of any applicable state, local or federal law. CONTRACTOR further warrants that no officer or
employee of the COUNTY has influenced or participated in a decision to award this contract which has or may confer on
CONTRACTOR a benefit in which such employee or officer may have an interest, pecuniary or otherwise. in the event
that any conflict of interest or violation of this section should nevertheless hereafter arise, CONTRACTOR shall promptly
notify COUNTY of the existence of such conflict of interest or violation so that the COUNTY may determine whether to
terminate this Agreement.
12. COUNTY or CONTRACTOR shall have the right to terminate this Agreement at any time by giving a
two-year notice in writing of such termination to the other party. In the event either party gives notice of termination:
(a) CONTRACTOR shall deliver copies of all writings prepared by it pursuant to this Agreement.
The term "writings" shall be construed to mean and include: handwriting, typewriting, printing, photostating,
photographing, and every other means of recording upon any tangible thing, and form of communication or
representation, including letters, words, pictures, sounds, or symbols computer,files, or combinations thereof.
(b) COUNTY shall pay CONTRACTOR the reasonable value of services rendered by
CONTRACTOR to the date of termination pursuant to this Agreement and as determined by the per diem amounts
specified in Section A.5.c.; provided, however, COUNTY shall not in any manner be liable for lost profits which might
have been made by CONTRACTOR had CONTRACTOR completed the services required by this Agreement. In this
regard, CONTRACTOR shall furnish to COUNTY such financial information as, in the judgment of the COUNTY, is
necessary to determine the reasonable value of the services rendered by CONTRACTOR. In the event of a dispute as
to the reasonable value of the services rendered by COUNTY, the dispute shall be subject to binding arbitration. The
foregoing is cumulative and does not affect any right or remedy which COUNTY may have in law or equity.
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CONTRACTOR or COUNTY may terminate its services under this Agreement upon thirty (30)
working days written notice to the other party, without liability for damages, if CONTRACTOR is not compensated
according to the provisions of the Agreement or upon any other material breach of the Agreement by either party,
provided that the terminating party has first provided the alleged breaching party with a written notice of any alleged
breach, specifying the nature of the alleged breach and providing not less than thirty (30) working days within which the
alleged breaching party may cure the alleged breach.
13. This Agreement, together with its specific references, exhibits and attachments, constitutes all of the
agreements, understandings, representations, conditions, warranties and covenants made by and between the parties
hereto. Unless set forth herein, neither party shall be liable for any representations made express or implied.
14. No modification or waiver of any provisions of this Agreement or its attachments shall be effective
unless such waiver or modification shall be in writing, signed by all parties, and then shall be effective only for the period
and on the condition, and for the specific instance for which given.
15. If any term, covenant, condition or provision of this Agreement is held by a Court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the provision and/or provisions shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
16. This Agreement may be executed simultaneously and in several counterparts, each of which shall be
deemed an original, but which together shall constitute one and the same instrument.
17. In any action at law or in equity, including an action for declaratory relief, brought to enforce or
interpret provisions of this Agreement, each party shall bear its own costs, including attorney's fees.
18. Unless otherwise expressly waived in writing by the parties hereto, any action brought to enforce any of the
provisions hereof or for declaratory relief hereunder shall be filed and remain in a Court of
competent jurisdiction in the County of Marin, State of California. This Agreement and all matters relating to it, shall be
governed by the law of the State of California.
19. Notwithstanding any term or condition of the Agreement, the provisions, and related provisions, of the
California Tort Claims Act, Division 3.6 of the Government Code, are not waived by COUNTY and shall apply to any
claim against COUNTY arising out of any acts or conduct under the terms and conditions of this Agreement.
20. If CONTRACTOR is a corporation or public agency, each individual executing this Agreement on
behalf of said corporation or public agency represents and warrants that he or she is duly authorized to execute and
deliver this Agreement on behalf of said corporation, in accordance with a duly adopted resolution of the Board of
Directors of said corporation or in accordance with the bylaws of said corporation or Board or Commission of said public
agency, and that this Agreement is binding upon said corporation in accordance with its terms. If CONTRACTOR is a
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corporation, CONTRACTOR shall, within thirty (30) days after execution of this Agreement, deliver to COUNTY a
certified copy of a resolution of the Board of Directors of said corporation authorizing or ratifying the execution of this
Agreement.
21. Upon the occurrence of any default of the provisions of this Agreement, a party shall give written
notice of said default to the party in default. If the party in default does not cure the default within thirty (30) days of the
date of notice, then such party shall be in default. The time to cure may be extended in the discretion of the party giving
notice. Any extension of time to cure must be in writing, prepared by the party in default for signature by the party giving
notice and must specify the reason(s) for the extension and the date in which the extension of time to cure expires.
Notice given under this section shall specify the alleged default and the applicable Agreement
provision and shall demand that the party in default perform the provisions of this Agreement within the applicable period
of time. No such notice shall be deemed a termination of this Agreement unless the party giving notice so elects in this
notice, or the party giving notice so elects in a subsequent written notice after the time to cure has expired.
22 This Agreement, at the option of COUNTY, shall be terminable in the case of bankruptcy, voluntary or
involuntary, or insolvency of CONTRACTOR.
23. COUNTY may terminate this Agreement in the event CONTRACTOR ceases to operate as a
business, or otherwise becomes unable to substantially perform any term or condition of this Agreement.
24. All notices and demands of any kind which either party may require or desire to serve on the other in
connection with this Agreement must be served in writing either by personal service or by registered or certified mail,
return receipt requested, and shall be deposited in the United States Mail, with postage thereon fully prepaid, and
addressed to the party so to be served as follows:
If to COUNTY:
Office of County Administrator
County of Marin
Room 325 Civic Center
San Rafael, CA 94903
If to CONTRACTOR:
Marin Humane Society
171 Bel Marin Keys Blvd.
Novato, CA 94949
f/marty/animal controVagreement 2000
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