00-014 Humane Society of SCC
ANIMAL SERVICES AGREEMENT
This Animal Services Agreement ("Agreement") is Esntered into as of the 1st day of July 2000 (the
"Effective Date") by Humane Society of Santa Cl~~ra Valley, a California non-profit public benefit
corporation ("HUMANE SOCIETY"), and the Cities of Campbell, Cupertino, Monte Sereno, Saratoga,
and the Town of Los Gatos ("CITY UNIT"). This AGI~EEMENT supersedes in its entirety the previous
AGREEMENT of July 1, 1996. ~~~` c~S~~
RECITAL
In consideration for certain payments and promises try CITY UNIT, HUMANE SOCIETY has agreed to
perform certain Animal Services for CITY UNIT.
AGREEIIAENT
Now, therefore, in consideration of the mutual cov~:nants set forth in this AGREEMENT, HUMANE
SOCIETY and CITY UNIT agree as follows:
1. ANIMAL SERVICES
a) Services Provided: For the consideration set forth herein, HUMANE SOCIETY shall
provide to CITY UNIT the Field Services, Shelter :services, and Dead Animal Services described in
this AGREEMENT. These three categories of services are collectively referred to herein as the
"Animal Services;" and each category of services is sometimes hereinafter referred to as a "Program
Unit." The Animal Services shall be provided Icy HUMANE SOCIETY in accordance with all
applicable federal,. state, and local laws and ordinances.
b) Commencement of Service. The Field Services, Shelter Services and Dead Animal
Services shall begin on the Effective Date of this AGREEMENT, July 1, 2000.
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2. FIELD SERVICES
a) Field Services. HUMANE SOCIETY shall provide vehicles, communications equipment,
office supplies, field and administrative personnel, and any other personnel, supplies, and equipment
reasonably required to perform the following services (the "Field Services"):
(i) HUMANE SOCIETY `s Animal Control Officers will appear at hearings at no
extra cost to the CITY UNIT if required.
(ii) In order to support the CITY' UNIT'S efforts in investigating and resolving
dangerous dog complaints, the HUMANE SOCIETY shall make available to the
CITY UNIT the services of an Animal Control Officer(s) for impounding,
sheltering and evaluating dogs thought to be dangerous.
(iii) Bite investigations.
(iv) Pick-up of injured stray dogs, cats, and other small animals without regard to
weight and injured wildlife (exc:luding birds) that weigh 50 lbs. or less, that are
located on public property or readily accessible on private property with the
permission of the property owner or the property owner's authorized agent.
(v) Police assists on animal-relate~j issues when the call is initiated by the police or
the condition requiring assistance has been verified by the police. Assistance is
defined as complying with a la~ivful request from the police officer to remedy an
animal-related situation, within HUMANE SOCIETY OF SANTA CLARA
VALLEY departmental policy ~rnd procedure and scope and limitations of this
contract.
(vi) Respond to emergency calls. (The term "emergency calls" means complaints
of animal bites or attacks on humans that are in progress, or where a bite has
occurred and where the animal remains an immediate threat to persons or
property.)
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(vii) Pick-up of confined stray dogs, cats, and other small animals to include
rabbits, chickens, turkeys, geese and ducks, and excluding confined wildlife
such as opossums, raccoons, skunks, or squirrels.
(viii) Pick-up of dead animals from city streets and public property as defined in 4(a)
below.
The HUMANE SOCIETY reserves the right to refuse service requests that are
unlawFul, outside the scope of this agreement or oui;side the authority of this agency. If needed, the
HUMANE SOCIETY and the CITY UNIT shall meet to discuss alternatives for those requests which
are outside the scope of this agreement.
Resources will pertorm the services listed above on a priority basis. Timely response
guidelines are prioritized as follows:
#1 Sick and injured animals
#2 Vicious Animals
#3 Confined stray pick-up
#4 Bite investigations
#5 Dead animal pick-up (dogs, cats, small animals, deer)
Priorities may be adjusted based on the immediate threat to a person or another animal.
b) Response Criteria. The Field Services are based upon City or citizen complaints and
requests. HUMANE SOCIETY Animal Control OffiG:rs will target response times to complaints and
requests to HUMANE SOCIETY in accordance with tl~e following guidelines:
(i) Immediate response of one (1) hour or less within reasonable limits allowed by
staffing availability, to Emergency Calls, Police Assists, and critically sick or
injured animals. (The term "Emergency Calls" means complaints of a bite or
attack on a human in progress ~or where a bite or attack has occurred and
where the animal remains an immediate threat to persons or property.)
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(ii) Response within six (6) hours of receiving a call for animals that were running
at large and that are now confined by a resident.
(iii) Response within eight (8) hours of receiving a call regarding other biting,
vicious, injured or sick animals, quarantines, and dead animal pick-ups.
c) Operating Schedules. Except as defined in 2 (d) below, the HUMANE SOCIETY will
have no obligation to respond outside of the rel~ularly scheduled shift hours of the HUMANE
SOCIETY Animal Control Officers. The initial regularly scheduled hours of the Animal Control Officers
will cover sixteen (16) hours per day, from 6:00 a.m. to 10:00 p.m., every day, but may be reasonably
adjusted from time to time by mutual agreement of the CITY UNIT and HUMANE SOCIETY if the
service levels are impacted. HUMANE SOCIETY's telephone switchboard will be staffed with a
dispatcher to accept calls twenty-four (24) hours per ~iay, every day.
d) Emergency Response. Any calls defint;d in 2 (b) (i) (Emergency Calls, Police Assists,
critically sick and injured animals) arising between the hours of 10:00 p.m. and 6:00 a.m. will be
handled by city staff or on an "As Available" basis by the HUMANE SOCIETY if requested by CITY
UNIT. The applicable city will be billed at the rate $45.00 per hour with a minimum charge of one hour
for Field Services rendered by the HUMANE SOCIETY between 10:00 p.m. and 6:00 a.m. daily.
e) Aapointment as Animal Control Officer. CITY UNIT hereby appoints as animal control
officers ("Animal Control Officers") as such term is contemplated by § 830.9 of the Califomia Penal
Code, those HUMANE SOCIETY personnel executing Field Services, as defined in Section 2 (a), on
behalf of CITY UNIT. HUMANE SOCIETY will assure that personnel executing Field Services will
have successfully completed a course in the exercise of these powers pursuant to Section 832 of the
Califomia Penal Code.
3. SHELTER SERVICES
a) Shelter Services. HUMANE SOCIETY shall provide the following services, including
shelter facilities, supplies, animal attendants, supervisors and administrative personnel, and any other
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personnel, supplies and equipment, reasonably required to perform the following services (the
"Shelter Services").
(i) Shelter of abandoned, impounded, lost or stray domestic animals brought to
the shelter by CITY UNIT resiclents or HUMANE SOCIETY personnel.
(ii) Quarantine of biting animals.
(iii) Rabies testing of suspect animals.
(iv) Provision for surrender and reclaim of abandoned, lost or stray domestic
animals during established bu:~iness hours.
(v) Euthanization and disposal of ~~bandoned, lost, impounded, or stray domestic
animals that are unclaimed by their owners and fail to meet the written health
and temperament standards of the HUMANE SOCIETY.
b) Medical Services. As. part of the Shelte~~ Services, HUMANE SOCIETY shall provide the
following services, including office facilities, supplies, and professional and trained personnel,
employed or under contract, necessary to perform thE; following services (the "Medical Services"):
(i) Provision of veterinarian services twenty-four (24) hours per day to treat and
provide veterinarian care to stay, injured, or sick dogs, cats, and other
impounded animals.
(ii) Monitor quarantined biter animals.
(iii) Provide vaccination services and have available, free of charge to the public,
rabies control information.
c) Operatin4 Schedules. HUMANE SOCIETY shall provide Shelter Services for the animals
twenty-four (24) hours a day, seven (7) days a week. The HUMANE SOCIETY Shelter shall be open
to the public, at a minimum, from 11:00 a.m. to 6:00 p.m., Monday through Friday, and from 10:00
a.m. to 5:00 p.m. on Saturday and Sunday. HUMANE SOCIETY's front counter shall be open to the
public, at a minimum, from 9:00 a.m. to 6:00 p.m., Monday through Friday, and 8:30 a.m. to 5:00 p.m.
on Saturday and Sunday. These hours may be reasonably adjusted from time to time by HUMANE
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SOCIETY, with prior approval by CITY UNIT, so long as the HUMANE SOCIETY Shelter remains
open for at least the total minimum number of hours per week set forth above. If the HUMANE
SOCIETY plans or intends any change in public business hours or adjustment to regularly scheduled
staffing hours that may last for more than one month, the HUMANE SOCIETY shall then notify CITY
UNIT at least thirty (30) days prior to the date th~~t the change or adjustment is intended to be
implemented. Regular business hours for the provision of Medical Services by the HUMANE
SOCIETY shall be, at a minimum, from 9:00 a.m. to 6:00 p.m., Monday through Friday. The
HUMANE SOCIETY shall provide emergency veterinary services in accordance with Section 597f of
the California Penal Code. If emergency veterinar)r services are needed on weekends, Holidays,
outside of regular office hours of the HUMANE SOCIETY, or whenever veterinary services are
otherwise generally unavailable, HUMANE SOCIETY shall contract for these emergency veterinary
services, at no additional expense to the CITY ~JNIT, at local veterinary clinics or wherever
emergency veterinary services are available.
4. DEAD ANIMAL SERVICES
a) Dead Animal Services. HUMANE SOCIETY shall provide vehicles, storage facilities,
disposal mechanisms, field and administrative pers~mnel, and any other personnel, supplies and
equipment required to pertorm the following services (1:he "Dead Animal Services"):
(i) Pick-up of dead animals, exG~pt livestock and including wildlife, from city
streets and public property or from private property with the permission of the
property owner or occupant.
(ii) Owner identification and notifica~rion, if possible.
(iii) Disposal.
b) Operating Schedules. HUMANE SOCIETr shalt provide Dead Animal Services seven (7)
days a week between the hours of 6:00 a.m. and 10:00 p.m. HUMANE SOCIETY shall be
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available to the public for drop-off and disposal of dead animals at its shelter facility seven (7)
days a week, twenty-four (24) hours a day.
5. RECORDS REGARDING ANIMAL SERVICES
a) Maintenance of Records. HUMANE SOCIETY shall maintain accurate records regarding
its performance of Animal Services under this AGREEMENT. Such records shall include Field
Services records regarding calls, dispatches and Animal Control Officer's responses; Shelter
Services records regarding receipt, care, reclaim, and disposition of abandoned, impounded, lost or
stray domestic animals, including names and addrE:sses of persons reclaiming animals; and Dead
Animal Services Records regarding receipt and disposal of dead animals.
b) Inspection of Records. HUMANE SO(;IETY's records regarding Animal Services shall
be open to inspection by CITY UNIT or CITY UNIT':. designated representative, upon request of the
CITY UNIT during HUMANE SOCIETY 's regular business hours.
c) Monthly Report. HUMANE SOCIETY shall deliver to each participating city of the CITY
UNIT during the term of this AGREEMENT a monthly Animal Control and Impound Report
summarizing Field Services, Shelter Services, and Dead Animal Services provided by HUMANE
SOCIETY for that city. This report shall include but not be limited to the following information:
(i) Number of Animal Control call;; received for which a response was provided,
broken down by --
• Type of animal
• Type of call
• Average response time for each type of call
(ii) Number of calls received broM;en down by -
• Calls received for services provided by HUMANE SOCIETY
(iii) Number of dead animals pick~sd up and brought to the shelter by--
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• Animal Control
• City residents
d) Yearlv Report. HUMANE SOCIETY sf'iall complete and submit to the County of Santa
Clara Public Health Department the Annual Report of Local Rabies Control Activities.
6. PROGRAM REVENUE
a) Fees Collected by HUMANE SOCIETY. HUMANE SOCIETY collects fees, charges, and
penalties ("Program Fees") from the public in connection with some of the Animal Services it provides.
These Program Fees are established by each city of CITY UNIT by resolution or ordinance. If no fee
or charge has been established by a city of CITY UNIT for an Animal Service, HUMANE SOCIETY
shall work with that city to determine the appropriates fee or charge for that service and shall impose
that fee or charge after it has been duly adopted by ttie city of CITY UNIT and becomes effective.
b) Payment of Procram Fees to CITY UINIT . All Program Fees collected by HUMANE
SOCIETY in connection w1th the Animal Services provided specifically to CITY UNIT ,except fees
collected for emergency veterinary services which are paid to contract veterinary providers, shall be
paid or credited monthly by the HUMANE SOCIETI~' to each city of the CITY UNIT by the fifteenth
(15th) business day of the month immediately following the month in which the Program Fees were
collected.
c) Pros~ram Revenue Records. HUMANE: SOCIETY shall maintain accurate records of all
revenues derived from the Program Fees for Animal Services. Such records shall be available for
inspection by CITY UNIT in the manner provided in Section 9 (c) of this AGREEMENT .
d) Monthly Fee Statement. HUMANE ;iOCIETY shall provide to CITY UNIT with each
monthly payment of Program Fees, a statement o~P Program Fees collected that shows the total
amount of Program Fees collected and the total amounts collected in each fee category, such as
impound, quarantine and board fees. HUMANE SOCIETY shall include with this statement a
summary that shows, by day, all receipts entered for the individual city of CITY UNIT, the amounts per
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receipt by each fee category, and the totals for the month by fee category which total shall match the
amounts shown on the statement of Program Fees ~:ollected.
7. ANIMAL LICENSING
HUMANE SOCIETY, in connection with its Shelter Services, shall assist the CITY UNIT in
licensing activities when the HUMANE SOCIETY relleases impounded dogs, or other animals to which
licensing is applicable that are reclaimed by their owners at the shelter, where CITY UNIT licensing
forms and other requirements for licensing, including rabies vaccination certificates, are provided or
available to HUMANE SOCIETY. For animals adopted from the HUMANE SOCIETY, HUMANE
SOCIETY shall refer owners to the appropriate city of CITY UNIT for licensing. HUMANE SOCIETY
provides animal licensing services for CITY UNIT under a separate AGREEMENT with CITY UNIT .
8. OTHER RESPONSIBILITIES
a) Responsibility for Administrative Hearinas• The HUMANE SOCIETY shall not be
responsible for or bear the expense of arranging and conducting any required hearings regarding
dangerous dogs. HUMANE SOCIETY's Animal Control Officers will appear at the hearings at no
additional cost to the CITY UNIT if required.
b) Timely Payments. CITY UNIT shall promptly deliver to HUMANE SOCIETY the
payments hereinafter required under this AGRI=EMENT for the Animal Services provided by
HUMANE SOCIETY .
9. PAYMENT PROVISIONS
a) Payment Schedule. Payments shall be made to the HUMANE SOCIETY in equal
monthly installments. The HUMANE SOCIETY agrees to invoice each city of the CITY UNIT fifteen
(15) days before the first of the following month. A,II installment payments by the CITY UNIT shall be
due and payable in advance on the first busirness day of each month during the term of our
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AGREEMENT, and if unpaid, shall be delinquent on the tenth business day of each month without
demand or notice to the CITY UNIT. Five percent (5'%) of the amount of all delinquent payments shall
be added as a service charge and shall be payablE~ by the CITY UNIT together with the delinquent
payments.
b) Payment Amounts. For all Animal Services to be provided by and for the performance of
all other obligations of the HUMANE SOCIETY to CITY UNIT under this AGREEMENT, CITY UNIT
agrees to pay HUMANE SOCIETY the following sums for the defined periods of this
AGREEMENT:
Animal Sheltering
Field Services
Total Contract
7/1/00 - 6/30/01
$ 137, 384
207.157
$ 344, 541
Billings will be divided among the five cities/town of the CITY UNIT as directed by the Animal
Services Committee.
c) Insaection of Financial Records. HUMANE SOCIETY's financial books and records
pertaining to its provision of Animal Services shall bey open to inspection and audit by CITY UNIT, or
its designated representative, at CITY UNIT's expense, at any time during normal business hours
during the term of this AGREEMENT. In addition, F~UMANE SOCIETY will provide the CITY UNIT
with a copy of its annual audited financial statements, audit management letter and responses.
10. TERM AND TERMINATION OF AGREEMENT
a) Term. The term of this AGREEMENT shall be for a period from July 1, 2000, the Effective
Date, through June 30, 2001.
b) Termination. This AGREEMENT may be terminated earlier at any time--
(i) Upon the written consent of both the CITY UNIT and the HUMANE SOCIETY.
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(ii) By either the CITY UNIT or the. HUMANE SOCIETY immediately upon notice
to the other, if the other breacf'ies any material obligation under this
AGREEMENT and such breach remains unremedied for at least thirty (30)
days following written notice thereof to the breaching party.
(iii) Immediately upon written notice by the CITY UNIT to HUMANE SOCIETY if
HUMANE SOCIETY has a reG~iver appointed for all or substantial part of its
business or assets, if a bankruptcy proceeding is brought by or against
HUMANE SOCIETY as a debt~~r, or if HUMANE SOCIETY ceases its business
operations.
(iv) Upon at least three (3) months prior written notice by CITY UNIT to HUMANE
SOCIETY of its desire to terminate this AGREEMENT or any individual
Service; individual Services being defined as Field Services, Shelter Services
and Dead Animal Services.
(v) Upon at least three (3) months prior written notice by HUMANE SOCIETY to
CITY UNIT of its desire to terminate this AGREEMENT or any individual
Service; individual Services being defined as Field Services, Shelter Services
and Dead Animal Services.
c) Effects of Termination. Upon the effective date of any termination of this AGREEMENT,
HUMANE SOCIETY's obligation to provide Animal ;services to CITY UNIT under this AGREEMENT
shall cease, and CITY UNIT's obligation to make F~ayments hereunder for periods of time after the
effective date of termination shall cease, provided that the parties shall have any and all remedies
available under law for any breach of this AGREEMENT.
11. INDEMNIFICATION
HUMANE SOCIETY shall defend, with counsE:l approved by CITY UNIT, indemnify and hold
harmless CITY UNIT, it officers, employees and agents against any and all claims, actions, fosses,
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liabilities, civil damages, civil penalties, civil fines, or expenses (including attomeys' fees) arising out
of, based upon, or resulting in any way from work or services performed under this AGREEMENT due
to any alleged or actual, willful or negligent acts (active or passive) or omissions by HUMANE
SOCIETY's officers, employees or agents, exceptin~~ only those claims, actions, losses, liabilities, civil
damages, civil penalties, civil fines or expenses•(including attomeys' fees) arising out of, based upon,
or resulting from the required holding periods for animals contained in California Food and Agricultural
Code Sections 31108, 31752, 31752.5, 31753 and ;31754 in effect on July 1, 2000 (or on July 1, 1999
if Assembly Bill 1482 is not chaptered) when the claim, action, loss, liability, civil damage, civil penalty,
civil fine, or expense results from or is alleged to ha~ie resulted from the insufficiency of the HUMANE
SOCIETY's physical facilities (and necessary conduct directly resulting from or alleged to have
directly resulted from that insufficiency) and not to tree actions or omissions of the HUMANE SOCIETY
that are unrelated to the insufficiency of the HUMANE SOCIETY's physical facilities. If it ultimately is
determined by a court of competent jurisdiction or other binding process, or if CITY UNIT and the
HUMANE SOCIETY agree, that the claim, action, loss, liability, civil damage, civil penalty, civil fine, or
expense did not result from the insufficiency of the FIUMANE SOCIETY's physical facilities (and
necessary conduct directly resulting from that insufficiency), then the HUMANE SOCIETY shall
defend, indemnify and hold harmless CITY UNIT pursuant to this SECTION. The acceptance of any
services and duties by CITY UNIT shall not operate as a waiver of such right of indemnification.
CITY UNIT shall defend, indemnify and hold harmless HUMANE SOCIETY, its officers,
employees, and agents against claims, actions, losses, liabilities, civil damages, civil penalties, civil
fines or expenses arising out of, based upon, or resulting from or alleged to have resulted from the
required holding periods for animals contained in Ca~lifomia Food and Agricultural Code Sections ,
31108, 31752, 31.752.5, 31753, and 31754 in effect on July 1, 2000 (or on July 1, 1999 if Assembly
Bill 1482 is not chaptered) when the claim, action, loss, liability civil damage, civil penalty, civil fine or
expense results from or is alleged to have resulted from the insufficiency of the HUMANE SOCIETY'S
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physical facilities (and necessary conduct directly re:~ulting from or alleged to have directly resulted
from that insufficiency) and not to the actions or omi:~sions of the HUMANE SOCIETY that are
unrelated to the insufficiency of the HUMANE SOCIE:TY's physical facilities. If it ultimately is
determined by a court of competent jurisdiction or other binding process, or if the CITY and the
HUMANE SOCIETY agree, that the claim, action, lo:~s, liability, civil damage, civil penalty, civil fine or
expense did not result from the insufficiency of the HUMANE SOCIETY's physical facilities (and
necessary conduct directly resulting from that insuffic:iency), then the CITY UNIT shall not be required
to defend, indemnify and hold harmless the HUMANI= SOCIETY pursuant to this SECTION.
12. INSURANCE
HUMANE SOCIETY agrees to procure and maintain at its own expense the insurance policies
set forth in EXHIBIT A, entitled "Insurance," which is attached hereto and incorporated herein. All
policies, endorsements, certificates and/or binders :hall be subject to approval by CITY UNIT as to
form and content. These requirements are subject to amendment or waiver if so approved by CITY
UNIT. HUMANE SOCIETY agrees to provide CITY UNIT with a copy of all said policies, certificates
and/or endorsements before work commences under this AGREEMENT and to maintain such
policies, certificates and/or endorsements in full forces and effect during the term of this AGREEMENT.
13. INDEPENDENT CONTRACTOR RELATIONSHIP
This AGREEMENT shall in no way be construed to constitute HUMANE SOCIETY as the
partner, legal representative, or employee of CITY UNIT for any purpose whatsoever, or as the agent
of CITY UNIT, except for the limited purpose of pn~viding Animal Services in accordance with this
AGREEMENT and code enforcement in accordance with city ordinances, and neither party shall act
or attempt to act or represent itself directly or by impllication as having any such status or relationship.
The parties shall have the relationship of independent contractors, and except as specifically provided
in this AGREEMENT, each party shall be solely responsible for all obligations and liabilities pertaining
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to the business, activities, and facilities of that party. As an independent contractor, HUMANE
SOCIETY shall obtain no rights to retirement benefits or other benefits which accrue to CITY UNIT's
employees, and HUMANE SOCIETY hereby expressly waives any claim it may have to any such
rights.
14. ASSIGNABILITY
The CITY UNIT and the HUMANE SOCIETY acknowledge and agree that the expertise and
experience of HUMANE SOCIETY are material considerations inducing CITY UNIT to enter into this
AGREEMENT. Neither the CITY UNIT nor the HUMANE SOCIETY shall assign or transfer any
interest in this AGREEMENT, nor the pertormanG~ of any obligations hereunder, without the prior
written consent of the other, and any attempt by eii:her the CITY UNIT or the HUMANE SOCIETY to
assign this AGREEMENT or any rights, duties or obligations arising hereunder shall be void and of no
effect.
15. NOTICES
Any notices permitted or required hereunder shall be deemed to have been received when
delivered in person or on the third (3rd) business d~~y after the date on which mailed, by registered or
certified mail, postage prepaid, and addressed to the party for whom intended at the address set forth
below its signature at the end of this AGREEMENT and to the attention of the individual who executed
the AGREEMENT for such party.
16. NONDISCRIMINATION
HUMANE SOCIETY warrants that it is an Equal opportunity employer and shall comply with
applicable regulations governing equal employment opportunity. HUMANE SOCIETY does not and
shall not discriminate against persons employed oi~ seeking employment with it or persons receiving
or seeking services from it on the basis of age, sex, color, race, marital status, sexual orientation,
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ancestry, physical or mental disability, national origin, religion, or medical condition, unless based
upon a bona fide occupational qualification pursuant to the Califomia Fair Employment & Housing Act.
17. OWNERSHIP OF MATERIALS
All reports, documents or other materials provided to the CITY UNIT by the HUMANE
SOCIETY shall upon delivery thereof become the property of the CITY UNIT, without restriction or
limitation upon their subsequent use; provided, ho~Never, that data base software programs or other
data organization methods used by the HUMANE SOCIETY in preparing the report, document, or
other material provided to the CITY UNIT by the HUMANE SOCIETY shall remain the exclusive
property of the HUMANE SOCIETY, without restriction or limitations upon their use.
18. GIFTS
a) The HUMANE SOCIETY knows that each city of the CITY UNIT has prohibitions against
the acceptance of gifts by a CITY UNIT officer or designated employee.
b) The HUMANE SOCIETY agrees not to oter any CITY UNIT officer or designated employee
gifts prohibited by the Code of Ethics or Municipal Code of each city of the CITY UNIT.
c) The offer or giving of any gift prohibited by a Code of Ethics or a Municipal Code shall
constitute a material breach of the AGREEMENT by the HUMANE SOCIETY. In addition to any other
remedies the CITY UNIT may have in law or equity, the CITY UNIT may terminate this AGREEMENT
for such breach as provided in Section 10 of this AGREEMENT.
19. VENUE
In the event that suit shall be brought by any party to this AGREEMENT against another party,
the parties agree that the venue shall be exclusivel~r vested in the state courts of the County of Santa
Clara, or where otherwise appropriate, exclusively in the United States District Court, Northern District
of Califomia, San Jose, Califomia.
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20. GENERAL PROVISIONS
a) Entire As~reement. This AGREEMENT constitutes the entire AGREEMENT between the
parties hereto relating to the subject matter hereof and supersedes all prior and
contemporaneous oral and written commitments, understandings and agreements. No
changes or modifications to this AGREEMENT shall be valid or binding unless contained in
a written document executed by the parties.
b) Waivers. No delay or failure of either party to exercise or enforce at any time any right or
provision of this AGREEMENT shall be considered a waiver thereof or of such party's right
thereafter to exercise or enforce each anti every right and provision of this AGREEMENT.
A waiver to be valid shall be in writing b~.rt need not be supported by consideration. No
single waiver shall constitute a continuing or subsequent waiver. The acceptance by CITY
UNIT of the pertormance of any work or ;services by the HUMANE SOCIETY shall not be
deemed to be a waiver of any term or condition of this AGREEMENT.
c) Interpretations. In construing or interpreting this AGREEMENT, the word "or" shall not be
construed as exclusive, and the word "inc:luding" shall not be limiting. The parties agree
that this AGREEMENT shall be fairly interpreted in accordance with its terms without any
strict construction in favor of or against either party, and any ambiguity shall not be
interpreted against the drafting party.
d) Invalid Provisions. If any provision of th~~is AGREEMENT shall be held illegal, invalid, or
unenforceable, in full or in part, such pro~rision shall be modified to the minimum extent
necessary to make it legal, valid, and enforceable, and the other provisions of this
AGREEMENT shall not be affected thereb~r.
e) Further Documents. The parties agree, upon request, to sign and deliver such other
documents as may be reasonably required to carry out the intent and provisions of this
AGREEMENT.
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