Poway City Council
July 16, 2024

July 16, 2024, Item #5
DATE:

TO:

FROM:

CONTACT:

SUBJECT:

Summary:

AGENDA REPORT CityofPoway
July 16, 2024
Honorable Mayor and Members of the City Council
Audrey Denham, Director of Community Servicesr$)
Roger Morrison, Senior Management Analyst
(858) 668-4581 or [email protected]

CITY COUNCIL
Approval of Agreement with the San Diego Humane Society for Animal Services The City's Agreement with the San Diego Humane Society (SDHS) for animal services (Agreement) expired on June 30, 2024, but has a 90-day administrative extension. A new Agreement has been prepared with a similar scope and an increase in fees of 5.1 %, from the Fiscal Year 2023-24 fee of $241,968 to $254,328, based on the cost to provide the service and the City's level of use of the service.

The Agreement is for 3 years with up to two 1-year extensions by mutual agreement.

Recommended Action:

It is recommended the City Council approve the Agreement and authorize the City Manager to execute all necessary documents associated with the Agreement between the City of Poway and the SDHS for Animal Services.

Discussion:

Since 2005, the City has contracted with SDHS for animal sheltering and field services required by State, County, and City laws and ordinances. The existing Agreement expired on June 30, 2024, but has been extended by administrative extension to allow a new Agreement to be prepared to continue this arrangement. The effective date will be retroactive to July 1, 2024. Because the County of San Diego stopped providing animal services to other jurisdictions years ago, there are very limited options short of the City providing the service itself, which would require facilities and resources the City does not currently have.

The scope of services in the new Agreement is largely the same as in the previous one. These services include maintenance and operation of an animal shelter; management of a dog licensing program; enforcement of licensing and rabies vaccination requirements; investigation and enforcement of reports of cruelty to animals; responding to reports of dangerous domestic animals or animal bites; rattlesnake removal; disaster relief services; patrolling; and enforcement of laws related to the keeping of wild animals, off-leash dogs, barking dogs, and other related items. 1 of 20
July 16, 2024, Item #5
Officers from the SDHS patrol from 8 a.m. to 5 p.m. seven days a week, with adjustments to provide coverage at specific times during which potential issues have been noted or reported. In addition, residents can call the dispatch center at (619) 299-7012 to report any observed issues. After-hours reports are taken in and then handled during service hours except for emergency items such as (a) law enforcement requesting immediate assistance, (b) animal bite where the domestic animal poses an immediate threat or the bite injury is to the head or can be considered severe, (c) any act of cruelty or neglect to animals in progress or placing an animal in imminent danger, (d) any domestic animal known to be dangerous or vicious by previous determination in an administrative hearing or perceived to be an immediate threat or menacing the individuals reporting the event, (e) any live domestic animal presenting an immediate hazard to humans, such as one in traffic lanes of a major thoroughfare or highway, or (f) any domestic animal that is sick, injured, and in immediate danger.

The changes to the Agreement are generally minor wording changes. The two notable changes are that SDHS can invoice the City for disaster response if the City requests assistance, and SDHS can use outsourced veterinary services when necessary. In most respects, the services to be provided and the terms remain unchanged.

The fee charged to each jurisdiction by SDHS is proportional to the demand for services each jurisdiction generates. For the first year of this new Agreement, the cost to Poway would increase from $241,968 to $254,328, an increase of 5.1%. The fee in subsequent years would be based on SDHS's cost to provide services, with any proposed increase over 3% requiring notification to the City by January 31 of the year in which it would take effect on July 1.

Environmental Review:

This item is not subject to CEQA review.

Fiscal Impact:

The $254,328 for the first year of this agreement is included in Account 200020-41010 in the Fiscal Year 2024-25 adopted budget. The cost offuture years will be included in each year's budget proposal.

Public Notification:

None.

Attachment:

A. Agreement
Reviewed/Approved By:

Assistant City Manager
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Reviewed By:

Alan Fenstermacher
City Attorney
Approved By:

Ch~
City Manager
July 16, 2024, Item #5

ANIMAL SERVICES AGREEMENT
This Animal Services Agreement ("Agreement") is entered into effective the 1st day of July, 2024 ("Effective Date") by and between the CITY OF POWAY, a municipal corporation (the "CITY") and the SAN DIEGO HUMANE SOCIETY AND S.P.C.A., a California nonprofit corporation ("SDHS") (collectively, the "Parties"). This Agreement is made with reference to the following recitals.

RECITALS
A. It has been determined to be in the CITY' s best interest to retain specialized, professional services to provide animal control and sheltering services since the CITY does not provide such services.

B. The CITY desires to contract with SDHS as an independent contractor and SDHS desires to provide services to the CITY as an independent contractor.

C. SDHS personnel have demonstrated their competence and professional qualifications necessary for the satisfactory performance of the services designated herein by virtue of their experience, training, education and expertise.

D. The purpose of this Agreement is to ensure the proper, humane and efficient handling, ownership, treatment and disposition of dogs, cats and other domesticated animals, and to ensure the enforcement of laws, ordinances and regulations of the State of California and of the CITY concerning the regulation, licensing, impounding and disposition of dogs, cats and other domestic animals within the CITY.

NOW THEREFORE, in consideration of the covenants, conditions and terms set forth herein, the parties agree as follows:

1. SCOPE OF SERVICES. SDHS shall provide animal sheltering and animal field services required by and in accordance with the laws, regulations, ordinances and codes of the State of California, the County of San Diego, and the CITY as further specified by this Agreement. The Services to be performed by SDHS pursuant to the terms and conditions of this Agreement shall consist of the Services enumerated below. In addition to those Services identified below, SDHS may routinely provide the CITY with the additional "Community Engagement and Services" outlined in Exhibit A, attached hereto and incorporated by reference, without an additional cost.

Exhibit A is subject to modification at SDHS's discretion based on resources and capacity.

1.1. Animal Sheltering. SDHS shall provide the CITY with animal shelter services consistent with public shelter functions to received and care for all dogs, cats and other domestic animals seized or impounded by Animal Field Services or delivered by members of the general public, provide humane disposition of animals, euthanizing, if warranted, and disposing of euthanized animals and deceased animals brought in by CITY residents. More specifically, SDHS shall maintain an animal shelter at 3500 Burnet Drive, Escondido, California ("Shelter"), which shall be open for public service and operation during reasonable days and hours of operation similar to other such facilities within the County of San Diego ("County"), and which shall comply with the standards described by the laws of the State of California, and the 3 of 20 ATTACHMENT A
July 16, 2024, Item #5
ordinances
of
the
County
and
the
CITY.

Such
animal
shelter
services
shall
include:
a.

The
housing
and
care
of
stray
domestic
animals
for
the
legal
hold
period
according
to
the
laws
of
the
State
of
California,
and
the
ordinances
of
the
County
and
the
CITY.
b.

The
housing
and
care
for
domestic
animals
under
rabies
quarantine
for
the
legal
hold
period
according
to
the
laws
of
the
State
of
California
and
the
ordinances
of
the
County
and
the
CITY.
c.

Housing
and
care
for
police
and
animal
cruelty
holds
for
a minimum
of
fourteen
(14)
days.
d.

Providing
lost
and found
opportunities for
the
general
public
for
domestic
animals
brought
to
the
Shelter.

1.2 .

Animal
Sheltering
Criteria.

SDHS
animal
sheltering
Services
shall
include:
a.

Feed,
care
for,
and
the
disposition
of
all
animals
coming
into
the
possession
of
SDHS
using
safe
and
humane
methods
in
accordance
with
the
State
of
California
laws
and
the
ordinances
of
the
County
and
the
CITY.
b.

Assume
all
expenses
to
maintain
and
operate
the
Shelter
and
properly
care
for
the
animals.
c.

Manage
the
dog
license
program
within
the
CITY
to
include:

1. Maintaining
files
including
current
and
expired
dog
license
and
the
owners
who
live
within
the
CITY
for
the
past
three
(3)
years.

11. Issuing
or
causing
to
be
issued
new
and
renewed
licenses
to
dog
license
applicants
within
the
CITY.
111.

Issue
when
appropriate
Service
Dog
Licenses
within
the
CITY.
1v.

Issuing
or
causing
to
be
issued
Dangerous
Dog
licenses
as
directed
by
the
CITY
after
the
City
Manager
or
his/her
designee
has
declared
a dangerous
animal
and
all
proceedings
under
Section

6.12.010
of
the
CITY
Municipal
Code
have
been
concluded
or
waived.
v.

Conducting
follow-up
enforcement
of
licensing
and
rabies
vaccinations
within
the
CITY.

1.3. Animal
Field
Services.

SDHS
shall
humanely
and
efficiently
enforce
all
applicable
animal
field
service
laws,
regulations,
ordinances
and
codes
of
the
CITY
(and
any
County
laws,
regulations
and
ordinances
as
adopted
by
the
CITY)
pertaining
to
animal
field
services
with
respect
to
the
scope
of
work
set
forth
below.

SDHS
shall
provide
the
CITY
with
the
following
animal
field
services
in
response
to
complaints
generated
by
the
public,
law
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20 July 16, 2024, Item #5
enforcement and the CITY:
a. Investigation and enforcement of animal cruelty laws and related activities. b. Picking up and caring for injured domestic animals.
c. Addressing dangerous domestic animal situations.
d. Monitoring and responding to bites and enforcing rabies quarantine requirements.
e. Investigation and enforcement of vicious or dangerous dog complaints and activities associated therewith.
f. Patrolling and impounding stray dogs running at large. g. Investigation and enforcement of laws related to the keeping of wild animals.
h. Picking up and caring for stray and abandoned domestic animals contained by citizens and found within the City limits.

1.4. Animal Field Services Requirements. SDHS animal field service requirements include:
a. SDHS shall perform the Services in accordance with all laws and regulations applicable to the CITY.
b. SDHS shall provide daily the appropriate number of Humane Officer(s) (as defined below) and an animal containment vehicle(s) and equipment for the performance of animal field services.
c. SDHS shall humanely and efficiently enforce all laws of the State of California, the County, and the CITY pertaining to animal field services that are within the scope of SDHS's obligations under this Agreement. In the event that new laws enacted after the Effective Date of this Agreement would require increased services by SDHS, the cost for such additional services shall be added to the projected costs for the year immediately following enactment and billed accordingly.
d. SDHS Humane Officers (as defined below) and duly trained license coordinators are authorized to issue criminal and/or administrative citations for violations of CITY animal field service laws, and to issue notices as provided by law. SDHS's Humane Officers (as defined below) shall prepare appropriate reports concerning violations, file such reports with the applicable authority when necessary, and stand ready and available to testify in a court or administrative hearing when called upon to do so concerning such violations. e. SDHS shall respond to calls for animal field services between the hours of 8:00 a.m. to 7:00 p.m. daily ("Field Service Hours"). Based on the priority of the call, SDHS will respond within the times included in Exhibit B attached hereto and incorporated herein by reference.

Exhibit B is subject to reasonable change at SDHS's discretion and upon written notice to the 5 of 20
July 16, 2024, Item #5
CITY. SDHS may increase service levels and expand Field Service Hours based on service call volume and community need.

An after-hours duty officer shall provide emergency responses to Priority One calls during non­ Field Service Hours. "Priority One" calls are defined as a prompt, essential emergency response for the following:
a. Any law enforcement agency requesting immediate emergency assistance. b. Animal bite where the domestic animal continues to pose an immediate threat, bite injury is to the head, or the bite injury can be considered severe. c. Any act of cruelty and/or neglect to animals that is in progress or which places an animal in imminent danger.
d. Any domestic animal either known to be dangerous or vicious by previous determination in an administrative hearing or one that is perceived to be an immediate threat or menacing those individuals reporting the event. e. Any live domestic animal, which is presenting an immediate hazard to humans, such as a live domestic animal in traffic lanes of a major thoroughfare or highway.
f. Any domestic animal that is sick, injured and in immediate danger.

2. SDHS PERSONNEL. SDHS shall employ appropriate personnel and staff to assist and carry out its duties and obligations of this Agreement.

2.1. Humane Officers. SDHS shall have at all times during the term of this Agreement a reasonable number of Humane Officers qualified under California Corporations Code section 14502 and California Penal Code section 830.9 capable of performing and enforcing the provisions of the CITY ordinance related to domestic animals. They shall not carry firearms in the performance of their duties but may carry non-lethal weapons.

Each Humane Officer shall complete within one (1) year of date of hire or internal transfer or within one (1) year of the Effective Date of this Agreement, a course in training related to the exercise of his/her powers, which course shall meet the minimum standards prescribed by the Commission on Peace Officer Standards and Training and the State Humane Association of California.

2.2. Performance Standards. SDHS agents and employees shall treat the public with courtesy and respect at all times in performing all duties and obligations under this Agreement.

2.3. Compliance with Laws. SDHS shall comply with personnel policies and procedures that conform to federal and state laws with respect to hiring and firing practices.

3. OBLIGATIONS OF THE CITY. The CITY shall provide the following to assist SDHS in performing required animal control functions under this Agreement. 3 .1. CITY will provide training on specific CITY processes and other municipal 6 of 20
July 16, 2024, Item #5
techniques that humane officers may be expected to carry out.

3.2. The CITY shall endeavor to work with the SDHS in support of the licensing programs geared towards increased compliance, higher return owner rates, reduction in the number of animals needing housing care, and protecting residents against dangerous and/or vicious dogs and habitual offenders of animal laws.

4. REPORTS AND RECORDS.

4.1. Quarterly Reports. SDHS shall prepare quarterly reports to the CITY which shall provide the following information: (i) animal shelter operations (as it pertains to the Agreement), including the number of stray animals impounded, number of days held, and their disposition); (ii) all administrative or criminal citations processed; and (iii) animal field service activities including the number and type of incidents or reports investigated.

4.2. Governmental Reports. Should the CITY be required to furnish information to any other government agency, SDHS agrees to timely provide information that the CITY may need to meet such request as long as the iequest is within the scope of this Agreement.

4.3. Annual Reports. By no later than sixty (60) days following the end of each fiscal year, SDHS shall provide an annual report to the CITY with the information required by Section 4.1 for the preceding year.

4.4. Record Retention. All records and information required to be kept by SDHS pursuant to this Agreement shall be kept for a minimum of at least three (3) years unless required by law to be kept for a longer period.

5. COMPLIANCE WITH LAWS. All work by SDHS shall be performed in accordance with applicable city, state and federal laws, statutes and regulations.

6. LICENSE, PERMITS, ETC. SDHS represents and declares to CITY that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. SDHS represents and warrants to CITY that SDHS shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for SDHS to practice its profession. SDHS shall obtain and maintain a CITY business license during the term of this Agreement.

7. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, SDHS, any employees of SDHS and any subcontractors employed by SDHS shall be an independent contractor and shall not be an employee of the CITY. The CITY shall have the right to control SDHS only insofar as the results of SDHS's Services rendered pursuant to this Agreement; however, the CITY shall not have the right to control the means by which SDHS accomplishes its Services.

Neither SDHS nor SDHS's employees shall in any event be entitled to any benefits to which CITY employees are entitled, including, but not limited to, overtime, any retirement benefits, 7 of 20
July 16, 2024, Item #5
workers' compensation benefits, any injury leave or other leave benefits, SDHS being solely responsible for all such matters, as well as compliance with social security and income tax withholding and all other regulations and laws governing such matters.

8. WORKERS' COMPENSATION. Pursuant to California Labor Code section 1861, SDHS hereby certifies that SDHS is aware of the provisions of Section 3 700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and SDHS will comply with such provisions, and certification of proof of compliance as a part of this Agreement.

9. NO CONFLICT OF INTEREST. SDHS shall not enter into any other contract which conflicts with its obligations under this Agreement. For the sole and limited purpose of interpreting this section 9, SDHS shall be deemed a "city officer or employee," and this section shall be interpreted in accordance with the California Government Code section 1090.

10. OWNERSHIP OF DOCUMENTS.

10.1. Reports and documents prepared or provided by SDHS under this Agreement shall be the property of the CITY. The CITY agrees to hold SDHS free and harmless from any claim arising from any use, other than the purpose intended, of the reports and documents, prepared or provided by SDHS. SDHS may retain a copy of all materials produced under this Agreement for the purpose of documenting their participation in this Agreement.

10.2. Animal license information and data, including, but not limited to, animal owner identification and address, animal name, description, license type and expiration date, are the property of the CITY and must be presented to the CITY in any reasonable document and computer format requested in writing by the CITY. All such information must be provided to the CITY within thirty (30) days of the CITY's request.

11. COMPENSATION. SDHS shall receive the following compensation for the performance of the Services.

11.1. Payments by the CITY. The CITY shall make payments to SDHS as follows:
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(a) For the first twelve (12) month term of this Agreement, "Year 1 Compensation" (July 1, 2024 through June 30, 2025), compensation shall be $254,328.00, or $21,194.00 per month for each month.
(b) Both the CITY and SDHS recognize that costs to provide animal control, licensing and sheltering services to the CITY fluctuate over time. These fluctuations are a result of, but not limited to, costs to hire, retain and train SDHS personnel, costs of materials required to provide the services, the number of animals taken in by SDHS on behalf of the CITY, the condition of those animals, the time required to return or rehome those animals, the number of services provided by our Humane Law Enforcement Officers, the number of licenses issued and the number of cities being provided services by SDHS.

July 16, 2024, Item #5
(c) Both the CITY and SDHS recognize that the CITY's budgeting process does not allow for significant fluctuations in the amount paid to SDHS by the CITY. The CITY and SDHS also recognize that the timing of the CITY's and SDHS' budgeting processes also make it difficult to incorporate fluctuations in a current year into the compensation figure for the following year.
( d) Considering all the above, the CITY and SDHS agree to base annual compensation on the following:
(e) SDHS will project the costs required to provide animal control, licensing and sheltering services to all the cities under contract with SDHS. SDHS will project costs based on actual historical expenses, adjusted for expected changes in the upcoming contract year. SDHS will track historical statistics by each city under contract with SDHS and will use those statistics to allocate the projected costs to the CITY. The nature of the statistics tracked by SDHS may include, but are not limited to, Animal Intake, Animal Days Sheltered by SDHS, vet provided services, licenses issued and services provided by Humane Law Enforcement Officers. SDHS will also factor in any additional services requested by the CITY that is unique to that CITY and requires additional costs to SDHS. (f) By March 31st of each year, SDHS will provide the CITY with a budget packet to include their compensation cost to SDHS. SDHS will provide to the CITY a breakdown of the total compensation figure by the types of expenses required in providing services to the CITY. SDHS will provide explanations for changes in compensation not related to changes in CPI. The budget packet will include a form, for the CITY to sign and return to SDHS, acknowledging the compensation amount for the upcoming year.

11.2. In order to minimize year over year fluctuations in compensation required by the CITY, SDHS is required to communicate to the CITY any annual projected increase that exceeds CPI by 3% by January 31st for the upcoming contract year starting on the following July 1st.

11.3. Other Revenue. SDHS shall be entitled to retain as compensation for the Services:
(i) all reasonable user fees, service charges and proceeds collected by SDHS in connection with licensing, impounds, and redemption of domestic animals from the Shelter, (ii) any fines received by SDHS or the CITY arising out of any administrative citations issued by Humane Officers; and (iii) any other non-citation related revenue generated as a result of this Agreement. All user fees and service charges shall not exceed the reasonable cost of providing the service.

1.0 DISASTER RELIEF SERVICES. SDHS shall be designated the "Essential Support Function/Official Responder" with respect to any disaster to which the CITY is included within the disaster area designated by a governmental agency. SDHS may invoice the CITY for any costs and expenses, including staff overtime and equipment purchases and rentals, incurred by SDHS with respect to additional services provided by SDHS in connection with any disaster relief effort and which are eligible for reimbursement to Federal Emergency Management Agency ("FEMA") Disaster Assistance Policy 9523 .19 or any successor disaster assistance policy promulgated by FEMA. The CITY shall promptly reimburse SDHS for such costs and expenses, provided the CITY has received reimbursements from FEMA. SDHS shall provide any available supporting documentation requested by the CITY for any funding or reimbursement request 9 of 20
July 16, 2024, Item #5
regarding the disaster that is made to any governmental agency. In the event FEMA determines that any such cost or expense is not eligible for reimbursement pursuant to its applicable policy, where applicable, Contractor shall reimburse the City for an amount previously paid to Contractor by City as reimbursement for such disallowed costs or expenses. SDHS may also bill for disaster response such as deployment of the Specialized Disaster Response Emergency Team, large and small animal evacuation, and large and small animal sheltering if the CITY has requested assistance.

12. TERM AND TERMINATION.

12.1. Term. The term of this Agreement shall be for the period of thirty-six (36) months commencing on July 1, 2024 and terminating on June 30, 2027.

12.2. Mutually Agreed Extension. Following the expiration of the initial term of this Agreement, SDHS and CITY may extend this Agreement for two (2) one-year periods with any necessary revisions under the written consent of both Parties.

12.3. Administrative Extension. Upon the expiration of the term of this Agreement, the Parties retain the right to extend the Agreement for a period of 120 days in order to finalize a new Agreement.

12.4. Termination for Convenience. Either party shall have the right to terminate this Agreement, with or without cause, by providing the other party with one (1) year prior written notice.

12.5. Termination for Cause. At any time during the term of this Agreement, in case of material breach of this Agreement by either party, the non-breaching party shall have the right to terminate this Agreement by giving the breaching party written notice of such breach and demanding that such breach be cured within sixty ( 60) days ( or in the case of defaults in payment of monetary amounts due which are certain in amount and undisputed, ten [10] days) and, if such breach has not been cured at the end of such period(s), this Agreement shall terminate without the necessity of any party taking any further action. In the event a longer notice or cure period is required by applicable law, the cure period specified in this section or the effective date of termination shall conform to, but not exceed, such requirement.

12.6. Compensation Payable Upon Termination. In the event this Agreement is terminated pursuant to either Section 13.3 or 13.4, so long as SDHS has been providing the services specified herein, SDHS shall be entitled to receive the compensation and fees accrued through the effective date of termination.

13. INDEMNIFICATION. To the fullest extent permitted by law, SDHS shall indemnify, defend, and hold harmless the CITY, and its officers, officials, agents and employees from any and all claims, demands, costs or liability that arise out of, pertain to, or relate to any act or omission by SDHS in the performance of Services under this Agreement, and the negligence, recklessness, or willful misconduct of SDHS, its employees, agents, and subcontractors in the performance of Services under this Agreement. SDHS's duty to indemnify under this Section shall not include liability for damages for death or bodily injury to persons, injury to property, or , 10 of 20
July 16, 2024, Item #5
other loss, damage or expense arising from the active or sole negligence or willful misconduct by the CITY or its elected officials, officers, agents, and employees. SDHS's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorneys' fees, costs or expense CITY incurs or makes to or on behalf of an injured employee under the CITY's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this Section, and that this section will survive the expiration or early termination of this Agreement.

14. INSURANCE.

14.1. SDHS shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the SDHS, their agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A.M. Best's rating of no less than "A" and "VII" unless otherwise approved in writing by the CITY' s Risk Manager.

14.2. SDHS's liabilities, including but not limited to SDHS's indemnity obligations, under Section 14 of this Agreement, shall not be deemed limited in any way to the insurance coverage required herein. Maintenance of specified insurance coverage is a material element of this Agreement.

14.3. Types and Amounts Required. SDHS shall maintain, at minimum, the following insurance coverages for the duration of this Agreement:
a. Umbrella Liability Policy. SDHS shall maintain an Umbrella Liability Policy with an aggregate limit of not less than Ten Million Dollars ($10,000,000), which limits may be satisfied by a combination of primary and excess liability insurance b. Commercial General Liability ("CGL ''). SDHS shall maintain CGL Insurance written on an ISO Occurrence form or equivalent providing coverage at least as broad which shall cover liability arising from any and all personal injury or property damage in the amount of $1,000,000 per occurrence and subject to an annual aggregate of $2,000,000. There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. All defense costs shall be outside the limits of the policy. c. Commercial Automobile Liability. SDHS shall maintain Commercial Automobile Liability Insurance for all of the SDHS's automobiles including owned, hired and non-owned automobiles, automobile insurance written on an ISO form CA 00 01 12 90 or a later version of this form or an equivalent form providing coverage at least as broad for bodily injury and property damage for a combined single limit of $1,000,000 per occurrence. Insurance certificate shall reflect coverage for any automobile (any auto).
d. Workers' Compensation. SDHS shall maintain Workers' Compensation insurance for all of the SDHS's employees who are subject to this Agreement and to the extent required by applicable state or federal law, a Workers' Compensation policy providing at minimum $1,000,000 employers' liability coverage. SDHS shall provide an endorsement that the insurer waives the right of subrogation against the CITY and its respective elected officials, officers, 11 of 20
July 16, 2024, Item #5
employees, agents and representatives.

14.4. Additional Required Provisions. The commercial general liability and automobile liability policies shall contain, or be endorsed to contain, the following provisions:
a. The CITY, its officers, officials, employees, and representatives shall be named as additional insureds. The CITY' s additional insured status must be reflected on additional insured endorsement form which shall be submitted to the CITY.
b. The policies are primary and non-contributory to any insurance that may be carried by the CITY, as reflected in an endorsement which shall be submitted to the CITY.

14.5. Verification of Coverage. SDHS shall furnish the CITY with original certificates and amendatory endorsements effecting coverage required by this Section 15. The endorsement should be on forms provided by the CITY or on other than the CITY' s forms provided those endorsements conform to CITY requirements. All certificates and endorsements are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

14.6. Subcontractor Coverage. SDHS shall also require each of its subcontractors to maintain insurance coverage that meets all the requirements of this Agreement.

14.7. CITY Options. SDHS agrees that if it does not keep the aforesaid insurance in full force and effect, the CITY may either: (i) despite section 13, above, immediately terminate this Agreement; or (ii) take out the necessary insurance and pay, at SDHS's expense, the premium thereon.

15. CUSTOMARY SERVICES. Contractor may not assign, delegate, or transfer any interest or duty under this Agreement, or any portion of the Description of Services. Any such purported assignment, delegation, or subletting will void this entire Agreement, unless the City has previously approved such action in writing. City shall not umeasonably withhold such consent, and shall make such determinations expeditiously. The City of Poway hereby approves the use of DocuPet to provide pet licensing services included within the scope of the Animal Control Services Agreement. The City of Poway hereby approves the use of outsourced veterinary services when the time of day or particular specialty needed cannot be accommodated by SDHS staff veterinarians.

16. NON-DISCRIMINATION. SDHS shall not discriminate against any employee or applicant for employment because of sex, race, color, age, religion, ancestry, national origin, disability, military or veteran status, medical condition, genetic information, gender expression, marital status, or sexual orientation. SDHS shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their sex, race, color, age, religion, ancestry, national origin, disability, military or veteran status, medical condition, genetic information, gender expression, marital status, or sexual orientation and shall make reasonable accommodation to qualified individuals with disabilities or medical conditions.

Such action shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms 12 of 20
July 16, 2024, Item #5
of compensation, and selection for training, including apprenticeship. SDHS agrees to post in conspicuous places available to employees, contractors, agents and/or applicants for employment any non-discrimination notices required by law and any non-discrimination notices provided by CITY setting forth the provisions of this non-discrimination clause.

17. GENERAL PROVISIONS.

17.1. Entire Agreement. This Agreement comprises the entire agreement between the CITY and SDHS concerning the Services, and supersedes all prior negotiations, representations or agreements.

17.2. Notices. Any notices given under this Agreement shall be in writing and shall be served either: (i) by hand delivery; (ii) by U.S. mail, postage prepaid, registered or certified mail, return receipt requested; or (iii) by transmittal over an electronic transmitting device (with confirmation of receipt), such as facsimile or email, provided that a complete copy of any notice so transmitted shall also be mailed by U.S. mail. Notices shall be deemed received at the earlier of actual receipt or three (3) days following deposit in U.S. mail, postage prepaid. From time to time the parties may designate a new address for purposes of notice hereunder by notice to the other parties hereto in the manner provided above. Initial notice addresses are as follows:

To the CITY:

To SDHS:

With a copy to:

City of Poway
13325 Civic Center Drive
Poway, CA 92064
Attn: Audrey Denham, Director of Community Services
Email: [email protected]
San Diego Humane Society
5500 Gaines Street
San Diego, California 92110
Attn: Julianna Tetlow, Director of Government Relations Fax: 619-299-0198
Email: [email protected]
Sheppard, Mullin, Richter & Hampton LLP
501 W. Broadway, 19th Floor
San Diego, California 92101
Attn: Whitney Hodges, Esq.

Email: [email protected]
17 .3. Interpretation; Drafting. This Agreement shall be construed equally as against the Parties hereto and shall not be construed against the party responsible for its drafting. All prior drafts of this Agreement shall be disregarded in construing the intent of any provision contained herein or therein, and such prior drafts shall be inadmissible in any proceeding at which any such provision is to be interpreted.

17.4. Headings. The headings of the articles and sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or 13 of 20
July 16, 2024, Item #5
interpretation of this Agreement.

17.5. No Third party Beneficiaries. The covenants contained herein are made solely for the benefit of the parties hereto and successors and assigns of such parties as specified herein, and shall not be construed as having been intended to benefit any third party which is not a party to this Agreement.

17.6. Severability. If any provision of this Agreement or a portion thereof is held, by a court of competent jurisdiction, to be illegal or invalid, such provision or portion thereof shall be deemed to be severed and deleted; and neither such provision, its severance or deletion shall affect the validity of the remaining provisions of this Agreement.

17. 7. Modification. This Agreement may be amended, modified or rescinded only by a writing signed by all parties to this Agreement or by their duly authorized agents.

17.8. No Waiver. No waiver of any right under this Agreement shall be deemed effective unless contained in a writing signed by the party charged with such waiver, and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any such future right or of any other right arising under this Agreement.

17.9. California Law; Venue. This Agreement and its performance shall be governed, interpreted, construed, and regulated by the laws of the State of California. Any action brought to enforce or interpret any portion of this Agreement shall be brought in the County of San Diego, California, notwithstanding California Code of Civil Procedure section 394. 17 .10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
17 .11. Certification and Indemnification Regarding Public Employees' Retirement Law/Pension Reform Act of 2013. Contractor hereby certifies that all persons providing services to City who are directly employed by Contractor are not current members of the California Public Employees' Retirement System (CalPERS) related to their role with SDHS and shall not become members of CalPERS while providing services to City via their work with SDHS. SDHS further provides that in the event SDHS assigns a retired annuitant receiving a pension benefit from CalPERS to perform services for City, the retired annuitant is in full compliance with Government Code section 7522.56. A copy of Government Code section 7522.56 is attached hereto as Exhibit "C." Further, SDHS hereby fully and unconditionally indemnifies City from all penalties, fees, employer and employee contributions, or any other assessments imposed by CalPERS in the event CalPERS determines the person assigned by SDHS to provide services to City has been misclassified.
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July 16, 2024, Item #5
IN

WITNESS

WHEREOF,
the
Parties
by
and
through
their
respective
authorized
officials,
have
executed
this
Agreement
effective
as
of
the
date
written above.

CITY
OF
POWAY,
a municipal
corporation
Chris
Hazeltine,
City
Manager
ATTEST: By
:----------­Carrie
Gallagher,
CMC,
City
Clerk

APPROVED
AS
TO
FORM
:

Alan
Fenstermacher,
City
Attorney
15 of
20 SAN
DIEGO
HUMANE

SOCIETY
AND
S.P.C.A.,
a California
nonprofit
corporation
Gary
Weitzman,
DVM,
MPH,
CAWA
President
and
CEO
July 16, 2024, Item #5

EXHIBIT A
Community
Engagement
and
Services
In
addition
to
those
Services
identified
in
Section
1 of
the
Agreement,
SDHS
may
routinely
provide
the
CITY
with
the
additional
"Community
Engagement
and
Services."
The
services
identified
below
be
provided
at
no
additional
cost
to
the
CITY
unless
otherwise
specified
and
is
subject
to
modification
at
SDHS's
discretion
based
on
resources
and
capacity.

Such
community
engagement
and
additional
services
may
include:
•
Public
education.
•
Animal
behavior
modification
program.
•
Pet
education
classes.
•
Community
events.
•
Affordable
Community
Veterinary
assistance
programs
such
as:
-Spay/Neuter
Services
-General
medical
veterinary
care
-
preventative
and
basic
sick
care
>
Ear
cleanings
>
Nail
Trims
>
Bloodwork
>
Deworming
-Wellness
resources
including
vaccines,
flea
medications
and
education
-Pharmacy
services
•
Vaccinations
including
rabies
clinics
•
Microchipping.
•
Safety
net
service
programs.
•
Owner
requested
euthanasia.
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20 July 16, 2024, Item #5

EXHIBITB
Calls
for
Service
-Priority
Categories
Priority
Categories
Response
Time
Example
of
Call
Priority
I
Within
30 Minutes
Persons
in
Danger
Animal
in
Immediate
Danger
Urgent
Medical
Care
Needed
Animal
in
Secured
Vehicle
("Hot
Dog")
Animal
Fighting
Cases
Intentional
Cruelty
In-Progress
Assist
Public
Safety
Agency
Bite
to
Person
(Animal
Not
Contained)
Rattlesnakes
That
Pose
an
Immediate
Danger
Exigent
Circumstances
•
Gunshot
•
Stabbing
•
Broken
Bones
•
Serious
Open
Wounds
•
Visibly
Injured/Trapped
Animal
Street
Sale
of
Animals
( after
all
other
Priority
I Calls
are
Handled)
Priority
2 Within
3 Hours
In-Progress
Incidents
Not
Reaching
Priority
I
Bite
to
Person
(Animal
Contained-
Reported
within
24 Hours)
Running-At-Large
(In
Progress)
Abandonment Captured/Caged
Animals/Confined
Strays
Rattlesnakes
That
Do
Not
Pose
an
Immediate
Danger
Priority
3 Within
12 Hours
Intentional
Cruelty
(Not
In-Progress)
Non-Life-Threatening
Medical
Care
Needed
Non-Exigent
Circumstances
•
Skin
Infections
•
Emaciated
•
Over-Grown
Hooves
Hoarding
-
No
Immediate
Emergency
After-the-Fact
Bite
(Reported
After
24 Hours)
Priority
4 Within
24 Hours
Check
the
Well-Being
with
a Reporting
Party
No
Water
(Temperature
Dependent)
Emaciated
(Thin
or
Bones
Showing)
Lead/Leash
too
Short
Inadequate
or
No
Shelter
Even
Sale
of
Animals
(i.e.,
Flea
Markets)
Priority
5 Within
48 Hours
Check
the
Well-Being-
No
Reporting
Party
Running-at-large
(Not
in
Progress)
17 of
20 July 16, 2024, Item #5
Pet
Shop
Inspections
Rodeo
or
Circus
Inspections
Kennel
Inspections
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20 July 16, 2024, Item #5
Exhibit C
Government Code section 7522.56
(a) This section shall apply to any person who is receiving a pension benefit from a public retirement system and shall supersede any other provision in conflict with this section. (b) A retired person shall not serve, be employed by, or be employed through a contract directly by, a public employer in the same public retirement system from which the retiree receives the benefit without reinstatement from retirement, except as permitted by this section. ( c) A person who retires from a public employer may serve without reinstatement from retirement or loss or interruption of benefits provided by the retirement system upon appointment by the appointing power of a public employer either during an emergency to prevent stoppage of public business or because the retired person has skills needed to perform work of limited duration.
(d) Appointments of the person authorized under this section shall not exceed a total for all employers in that public retirement system of 960 hours or other equivalent limit, in a calendar or fiscal year, depending on the administrator of the system. The rate of pay for the employment shall not be less than the minimum, nor exceed the maximum, paid by the employer to other employees performing comparable duties, divided by 173.333 to equal an hourly rate. A retired person whose employment without reinstatement is authorized by this section shall acquire no service credit or retirement rights under this section with respect to the employment unless he or she reinstates from retirement.
(e) (1) Notwithstanding subdivision (c), any retired person shall not be eligible to serve or be employed by a public employer if, during the 12-month period prior to an appointment described in this section, the retired person received any unemployment insurance compensation arising out of prior employment subject to this section with a public employer. A retiree shall certify in writing to the employer upon accepting an offer of employment that he or she is in compliance with this requirement.
(2) A retired person who accepts an appointment after receiving unemployment insurance compensation as described in this subdivision shall terminate that employment on the last day of the current pay period and shall not be eligible for reappointment subject to this section for a period of 12 months following the last day of employment. (f) A retired person shall not be eligible to be employed pursuant to this section for a period of 180 days following the date of retirement unless he or she meets one of the following conditions:
(1) The employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and the appointment has been approved by the governing body of the employer in a public meeting. The appointment may not be placed on a consent calendar.
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July 16, 2024, Item #5
(2)
(A)
Except
as
otherwise
provided
in
this
paragraph,
for
state
employees,
the
state
employer
certifies
the
nature
of
the
employment
and
that
the
appointment
is
necessary
to
fill
a critically
needed
state
employment
position
before
180
days
have
passed
and
the
appointment
has
been
approved
by
the
Department
of
Human
Resources.

The
department
may
establish
a process
to
delegate
appointing
authority
to
individual
state
agencies,
but
shall
audit
the
process
to
determine
if
abuses
of
the
system
occur.

If
necessary,
the
department
may
assume
an
agency's
appointing
authority
for
retired
workers
and
may
charge
the
department an
appropriate
amount
for
administering
that
authority.
(B)
For
legislative
employees,
the
Senate
Committee
on
Rules
or
the
Assembly
Rules
Committee
certifies
the
nature
of
the
employment
and
that
the
appointment is
necessary
to
fill
a critically
needed
position
before
180
days
have
passed
and
approves
the
appointment
in
a public
meeting
.

The
appointment
may
not
be
placed
on
a consent
calendar.
(C)
For
employees
of
the
California
State
University,
the
Trustees
of
the
California
State
University
certifies
the
nature
of
the
employment
and
that
the
appointment is
necessary
to
fill
a
critically
needed
position
before
180
days
have
passed
and
approves
the
appointment
in
a public
meeting.

The
appointment
may
not
be
placed
on
a consent
calendar.
(3)
The
retiree
is
eligible
to
participate
in
the
Faculty
Early
Retirement
Program
pursuant
to
a
collective
bargaining
agreement
with
the
California
State
University
that
existed
prior
to
January
1,
2013,
or
has
been
included
in
subsequent
agreements.
(4)
The
retiree
is
a public
safety
officer
or
firefighter
hired
to
perform
a function
or
functions
regularly
performed by
a public
safety
officer or
firefighter.
(g)
A
retired
person
who
accepted
a retirement
incentive
upon
retirement
shall
not
be
eligible
to
be
employed
pursuant
to
this
section
for
a period
of
180
days
following
the
date
of
retirement
and
subdivision
(f)
shall
not
apply.
(h)
This
section
shall
not
apply
to
a person
who
is
retired
from
the
State
Teachers'
Retirement
System,
and
who
is
subject
to
Section
24214,
24214.5,
or
26812
of
the
Education
Code.
(i)
This
section
shall
not
apply
to
(1)
a subordinate
judicial
officer
whose
position,
upon
retirement,
is
converted
to
a judgeship
pursuant
to
Section
69615,
and
he
or
she
returns
to
work
in
the converted
position,
and
the
employer
is
a trial
court,
or
(2)
a retiree
of
the
Judges'
Retirement
System
or
the
Judges'
Retirement
System
II
who
is
assigned
to
serve
in
a court
pursuant
to
Section
68543.5.
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