AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on _July 1, 2026____ by and between the City of Sebastopol, located in the County of Sonoma, State of California (City), and Humane Society of Sonoma County (HSSC). (Consultant).
RECITALS:
A. City desires to employ Consultant to furnish professional services in connection with the project described as Professional Animal Sheltering.
B. Consultant has represented that Consultant has the necessary expertise, experience, and qualifications to perform the required duties.
NOW, THEREFORE, in consideration of the mutual premises, covenants, and conditions herein contained, the parties agree as follows:
SECTION 1 BASIC SERVICES
Consultant agrees to perform the services set forth in Exhibit A, “Services Agreement to City of Sebastopol for Humane Society of Sonoma County - Scope of Services” and made part of this Agreement.
SECTION 2 ADDITIONAL SERVICES
Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to or outside of those set forth in this Agreement or Exhibit A, “Services Agreement to City of Sebastopol for Humane Society of Sonoma County Scope of Services”, unless such additional services and compensation are authorized in advance and in writing by the City Council or City Manager of the City.
SECTION 3 – TIME FOR COMPLETION
The time for completion of services shall be June 30, 2027, after which time a month-tomonth extension may be agreed upon until a long-term contract can be secured.
SECTION 4 – COMPENSATION AND METHOD OF PAYMENT
A. Subject to any limitations set forth in this Agreement, City agrees to pay consultant the amount specified in Exhibit A, “Monthly Estimated Total”, $7,500 times twelve (12-month contract) attached hereto and made a part hereof. Total compensation shall not exceed a total of $90,000 for the twelve month period, unless additional compensation is approved in accordance with Section 2.
B. Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories if applicable: labor (by sub-category), travel, materials, equipment, supplies, subconsultant contracts, and miscellaneous expenses. City shall independently review each invoice submitted to determine whether the work performed, and expenses incurred are in compliance with the provisions of this Agreement. If no charges or expenses are disputed, the invoice shall be approved and City will use its best efforts to cause Consultant to be paid within 30 days of receipt of invoice. If any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. If the City reasonably determines, in its sole judgment, that the invoiced Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6
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Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 charges and expenses exceed the value of the services performed to date and that it is probable that the Agreement will not be completed satisfactorily within the contract price, City may retain all or a portion of the invoiced charges and expenses. Within thirty (30) days of satisfactory completion of the project, City shall pay the retained amount, if any, to Consultant.
C. Payment to the Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
SECTION 5 – STANDARD OF PERFORMANCE
Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.
SECTION 6 – INSPECTION AND FINAL ACCEPTANCE
City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant’s work within sixty (60) days after submitted to City, unless the parties mutually agree to extend such deadline. City shall reject work by a timely written explanation, otherwise Consultant’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects and fraud. Acceptance of any of Consultant’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, the sections pertaining to indemnification and insurance.
SECTION 7 – INSURANCE REQUIRED
Consultant shall procure and maintain for the duration of the contract 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 by the Consultant, its agents, representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance, as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 for bodily injury or disease.
(Not required if consultant provides written verification that it has no employees)
4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work. A copy of the claims reporting requirements must be submitted to the City of Sebastopol for review.
If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Sebastopol requires, and shall be entitled to, the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Sebastopol.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
The City of Sebastopol, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations.
General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance at least as broad as one of the following ISO ongoing operations Forms: CG 20 10 or CG 20 26 or CG 20 33 (not allowed from subcontractors), or CG 20 38; and one of the following ISO completed operations Forms: CG 20 37, 2039 (not allowed from subcontractors), or CG 20 40.
Primary Coverage
For any claims related to this contract, the Consultant’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Sebastopol, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Sebastopol, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or selfinsured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance.
Waiver of Subrogation
Consultant hereby grants to the City of Sebastopol a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City of Sebastopol by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Sebastopol has received a waiver of subrogation endorsement from the insurer. However, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Sebastopol for all work performed by the Contractor, its employees, agents, and subcontractors.
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Sebastopol. The City of Sebastopol may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or the City of Sebastopol.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Sebastopol.
Verification of Coverage
Consultant shall furnish the City of Sebastopol with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the City of Sebastopol before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Sebastopol reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance, meeting all the requirements stated herein, and Contractor shall ensure that the City of Sebastopol is an additional insured on insurance required from subcontractors.
Special Risks or Circumstances
The City of Sebastopol reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
SECTION 8 – INDEMNIFICATION
A. Consultant shall indemnify and hold harmless City, its agents, officers, officials, employees, and volunteers from any and all claims, demands, suits, loss, damages, injury, and/or liability (including any and all costs and expenses in connection therewith), incurred by reason of any negligent or otherwise wrongful act or omission of Consultant, its officers, agents, employees and subcontractors, or any of them, under or in connection with this Agreement; and Consultant agrees at its own cost, expense and risk to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against City, its agents, officers, officials, employees and volunteers, or any of them, arising out of such negligent or otherwise wrongful act or omission, and to pay and satisfy any resulting judgments.
B. When Consultant under this Agreement is duly licensed under California Business and Professions Code as an architect, landscape architect, professional engineer, or land surveyor (“design professional”), the provisions of this section regarding Consultant’s duty to defend and indemnify apply only to claims that arise out of or relate to the negligence, recklessness, or willful misconduct of the design professional.
C. If any action or proceeding is brought against Indemnitees by reason of any of the matters against which Consultant has agreed to indemnify Indemnitees as provided above, Consultant, upon notice from City, shall defend Indemnitees at Consultant’s expense by counsel acceptable to City, such acceptance not to be unreasonably withheld. Indemnitees need not have first paid for any of the matters to which Indemnitees are entitled to Indemnification in order to be so indemnified. The
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 insurance required to be maintained by Consultant shall ensure Consultant’s obligations under this section, but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this section shall survive the expiration or earlier termination of this Agreement.
D. The provisions of this section do not apply to claims to the extent occurring as a result of the City’s sole negligence or willful acts or misconduct.
SECTION 9 – INDEPENDENT CONTRACTOR STATUS
A. Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee, or agent of City. Consultant shall have no authority to bind City in any manner, nor to incur an obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
B. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, employees or agents of City.
C. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees.
Consultant expressly waives any claim Consultant may have to any such rights.
SECTION 10 – CONFLICTS OF INTEREST
A. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement.
Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts with the interests of City in the performance of this Agreement.
B. City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant is aware of any stated position of City relative to such projects.
Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.
SECTION 11 – OWNERSHIP OF DOCUMENTS
A. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing any services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant.
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 When requested by City, but no later than three years after project completion, Consultant shall deliver to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.
B. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, improvements, developments, works of authorship, or other products developed or created by Consultant during the course of providing services (collectively the “Work Product”) shall belong exclusively to City. The Work Product shall be considered a “work made for hire” within the meaning of Title 17 of the United States Code.
Without reservation, limitation, or condition, Consultant hereby assigns, at the time of creation of the Work Products, without any requirement of further consideration, exclusively and perpetually, any and all right, title, and interest Consultant may have in the Work Product throughout the world, including without limitation any copyrights, patents, trade secrets, or other intellectual property rights, all rights of reproduction, all rights to create derivative works, and the right to secure registrations, renewals, reissues, and extensions thereof.
SECTION 12 – CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION A. All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
B. Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided consultant gives City notice of such court order or subpoena.
C. If Consultant, or any officer, employee, agent, or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
D. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 SECTION 13 – SUSPENSION OF WORK
City may, at any time, by ten (10) days written notice suspend further performance by Consultant. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner and Consultant shall be paid for services performed and reimbursable expenses incurred prior to the suspension date.
SECTION 14 – COMPLIANCE WITH LAW
Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement.
Consultant shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section.
SECTION 15 – COMPLIANCE WITH CIVIL RIGHTS
During the performance of this contract, Consultant agrees as follows:
A. Equal Employment Opportunity. In connection with the execution of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, ancestry, age, sexual orientation, physical handicap, medical condition, marital status, sex, or national origin. Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.
B. Nondiscrimination Civil Rights Act of l964. Consultant will comply with all federal regulations relative to nondiscrimination to federally-assisted programs.
C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitations, either by competitive bidding or negotiations, made by Consultant for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor, supplier, or lessor shall be notified by Consultant of Consultant’s obligations under this Agreement and the regulations relative to nondiscrimination.
SECTION 16 – RECORDS
A. Records of Consultant’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to City if and when required for a period of up to 3 years from the date of Consultant’s final invoice.
B. Consultant’s records and design calculations will be available for examination and audit if and as required. The cost of any reproductions shall be paid by City.
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 SECTION 17 – COOPERATION BY CITY
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Exhibit A, “Scope of Services”, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement.
SECTION 18 – NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by facsimile or first class mail, addressed as follows:
To City: City Manager
7120 Bodega Ave
Sebastopol, California 95472
Humane Society of Sonoma County To Consultant: 5345 Highway 12 West Santa Rosa, CA 95407
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.
SECTION 19 – TERMINATION
A. Either party may terminate this Agreement, with or without cause, at any time by giving ten (10) days written notice. If such notice is given by City, Consultant shall cease immediately all work in progress.
B. If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice.
C. Upon termination of this Agreement by either Consultant or City, all property belonging to City which is in Consultant’s possession shall be delivered to City. Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in this Agreement.
SECTION 20 – ATTORNEY FEES
If litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorneys’ fees, costs and expenses, in addition to any other relief to which it may be entitled. In addition, any legal fees, costs and expenses incurred to enforce the provisions of this Agreement shall be reimbursed to the prevailing party.
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 SECTION 21 – ENTIRE AGREEMENT
This Agreement, including the attached Exhibits, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding unless in writing duly executed by the parties or their authorized representatives.
SECTION 22 – SUCCESSORS AND ASSIGNS
This Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the parties. However, this Agreement shall not be assigned by Consultant without written consent of the City.
SECTION 23 – CONTINUITY OF PERSONNEL
Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff assigned to perform the services required under this Agreement, prior to any such performance.
SECTION 24 – DEFAULT
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default and may terminate this Agreement immediately by written notice to Consultant.
SECTION 25 – WAIVER
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 26 – LAW TO GOVERN; VENUE
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Sonoma. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Northern District of California, in San Francisco.
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 Executive Director
Alex Mog
SECTION 27 – SEVERABILITY
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 28 – SPECIAL PROVISIONS
This Agreement is subject to the following special provisions: none.
IN WITNESS WHEREOF, the parties hereto have accepted, made, and executed this Agreement upon the terms, conditions, and provisions above stated, the day and year first above written.
Humane Society of Sonoma County: City:
By: ________________________________ By: ________________________ Name: Name: Mary Gourley
Title: Title: City Manager
Approved as to Form:
By: _________________________________
Name: Alex Mog
Title: City Attorney
Exhibit A
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 to
Services Agreement to City of Sebastopol for Humane Society of Sonoma County
SCOPE OF SERVICES
The Scope of Work contained in this proposal will be performed by the Humane Society of Sonoma County (HSSC) as it applies to animal care and sheltering. Administrative Services will be provided as appropriate.
HSSC will provide animal sheltering services for the City of Sebastopol at the Santa Rosa location to include the intake of stray animals, veterinary exams and intake and medical treatments including vaccinations. Our goal is always to re-unite lost pets with their owners in a timely manner. The Healdsburg and Santa Rosa facilities are open 6 days per week to the public. We have adequate kennel space for temporary holds including bite quarantine holds and anticipate a high return to owner rate with the proximity of the Santa Rosa facility to the City of Sebastopol.
Animals requiring urgent medical services will be served at the HSSC shelter located at 5345 Hwy 12 W, Santa Rosa. Once the animal is stabilized, the animal will remain in care as advised by the veterinarian for the duration of the stray hold with the hope of reuniting the animal with their owner.
Proposed Annual Contract Fee Schedule
Sheltering, daily and medical care costs are based on the Sebastopol population and historical rate of stray animals reported. Based on these statistics, we have estimated the number of animals, species and average length of stay to determine our sheltering, care and control costs.
A. Shelter Services
HSSC operates animal shelters in both Santa Rosa and Healdsburg and will provide animal care and sheltering services for Sebastopol animals at our existing facility in Healdsburg or Santa Rosa, to include:
• Facilities for the acceptance of the City of Sebastopol stray domestic companion animals, including but not limited to: dogs, cats, rabbits, domestic mice, pet rats, guinea pigs.
• Off-hours access to interior drop off kennels will be available to Sebastopol Police department if requested, to bring any stray companion animals. • Acceptance of strays from City of Sebastopol residents between 9:00am and 5:30pm Monday - Saturday at our Healdsburg location or Tuesday through Sunday 10am to 5pm at our Santa Rosa location.
• Hold all strays for the legally mandated stray period. • Work with Sebastopol residents to reunite them with their lost pets. • If strays are not redeemed by their owners, HSSC will move forward with adoption or transfer of companion animals through its own adoption and rescue programs.
• Sebastopol residents will be given an appointment date to surrender their companion animal(s) as space and resources allow. HSSC will then move forward with adoption or transfer of the animals through its own adoption and rescue programs.
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 • Veterinary treatment will be provided at our hospital for all animals under our care, including but not limited to: broken bones, skin issues, eye problems, heartworm, hernia, ringworm, arthritis, dental disease, heart murmur, upper respiratory infection, and animals who are too young to be placed through adoption. • Provide means for isolation, quarantines, and pets held in protective custody. • Spay/neuter surgeries for all animals requiring sterilization, prior to their adoption. • HSSC standardized behavior assessments will be implemented for all adoptable animals used to help make the best possible adoption matches.
• Foster training and adoption counseling will be provided to ensure suitability and compatibility of the animal being fostered or adopted.
• Rabies vaccinations will be given to all dogs and cats at 3 months of age or older in our care with an approved Rabies vaccine unless other valid proof of current rabies vaccination is provided.
• All animals will be microchipped prior to adoption.
• Animal Impoundment will be within the guidelines set forth by the Food and Agriculture Code 3 1 105, 3 1107, 3 1108, 3 1752.
• Humane euthanasia for animals deemed suffering by a veterinarian or animals who have demonstrated aggression which would put the community at risk per the Food and Agriculture Code 3 1105, 3 1107, 3 1108, 3 1752.5, and Penal Code sections 597f and 597.1
• Any exotic animals, livestock or wildlife shall be referred to the specific rescue organization that handles such animals.
Santa Rosa Shelter Business Hours: HSSC will maintain a shelter open to the public from 10:00 a.m. to 5:00 p.m. Tuesday through Sunday, excluding City recognized holidays. HSSC may change the hours of operation with 30 days written notice to City.
Housing of Animals: While at its shelter, HSSC shall be solely responsible for the costs associated with the care and feeding of animals for any time periods beyond the minimum impoundment periods established in the Healdsburg Municipal Code.
B. Administrative Services
Personnel, Supplies and Equipment: HSSC agrees to provide at our expense all personnel, supplies, medications and pharmaceuticals, vehicles and equipment necessary for the efficient and effective operation of shelter animal services, including but not limited to clerical staff and medical staff.
Statistical and Narrative Information: HSSC agrees to provide a quarterly report that includes the following:
• Number of Sebastopol strays taken in by HSSC
• Number of Sebastopol strays reclaimed
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 • Number of DOA stray animals that were cremated
• Number of Sebastopol animals adopted and date of adoption • Number of Sebastopol stray animals transferred to other area rescues • Any other statistical information requested by the City of Sebastopol Marketing: HSSC has a comprehensive marketing plan including marketing fundamentals, fundraising strategies, adoption promotion, social media, website management, and media relations. These plans are designed to facilitate the animal services mission and to protect the health and safety of people and animals.
Website: HSSC will maintain an updated page on our website to provide Sebastopol residents with information pertaining intake of strays, adoption procedures, calendar of events (i.e. spay/neuter clinics, vaccine clinics, adoption events, etc.), operating hours, emergency contact information, and other pertinent information.
C. Program Management / HSSC Community Programs
Low-Cost Spay/Neuter Clinic: HSSC offers a low-cost public spay/neuter clinic currently operating five days per week at our Santa Rosa Campus. The program is donor- and grantfunded, providing low-cost spay and neuter services to families who cannot otherwise afford veterinary services.
Community Veterinary Clinic: HSSC believes the best place for pets is with the families who love them. The goal of our Community Veterinary Clinic (CVC) is to provide compassionate veterinary care in a welcoming, nonjudgmental environment for low-income pet owners. The CVC provides veterinary exams, medical treatment, diagnostics, surgery, dentistry, other anesthetic procedures, and euthanasia.
Pet Food Pantry: HSSC provides free pet food through our pet food pantry four days per week.
Our Pet Food Pantry provides free dog and cat food to local pet owners when they need a little extra help caring for their beloved pets. This service is supplied only through donations and is proving essential, now more than ever, due to rising costs and uncertain times.
Vaccine Clinic: HSSC provides a free vaccine clinic four times monthly, currently at our Santa Rosa Campus. We currently provide free FVRCP for cats, DAPP for dogs, and free microchipping. We plan to offer a wider range of services at these clinics in 2026 with further expansion to Healdsburg campus.
Humane Youth Education: Children and teens who engage in activities that teach compassion and empathy build a more humane future. HSSC offers a variety of programs that not only educate children and teens about compassion, responsibility, respect, safety and care of animals, but also foster a spirit of cooperative team building, community commitment, and the human-animal bond. Each program is designed with age-appropriate lessons and activities that promote critical thinking, teamwork, patience and kindness toward all living things.
Summer day camps, winter camps, youth volunteer programs, and junior camp counselors are all exciting ways HSSC provides opportunities for young people to get involved and become knowledgeable in the animal field.
Dog Training Classes: We understand the importance of building a lasting bond through a number of exciting classes, workshops, and socialization groups available at both the
Healdsburg and Santa Rosa Campuses. HSSC provides a safe, positive form of training that will help foster a healthy relationship between an owner and their dog.
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 Volunteer Program: HSSC engages over 600 active volunteers collectively donating over 50,000 volunteer hours annually between the Healdsburg and Santa Rosa locations. HSSC holds volunteer orientations every six weeks.
Outreach Program: HSSC averages 8-10 outreach activities per month, or approximately 100 per year, including presentations, fundraisers others hold on our behalf, health fairs, business and service club events, and more.
4/8/2026
Edgewood Partners Ins Center
1390 Willow Pass Rd, Suite 800
Concord CA 94520
Stefanie Connolly 510-222-6788 [email protected] Arch Insurance Company HUMASOC2 Cypress Insurance Company Humane Society of Sonoma County
5345 Highway 12 West
Santa Rosa CA 95407
The Hanover Insurance Company
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6
DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME:
PHONE
(A/C, No, Ext):
FAX
(A/C, No):
E-MAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A : 11150
INSURED INSURER B : 10855
INSURER C : 22292
INSURER D :
INSURER E :
INSURER F :
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOS ONLY AUTOS
NON-OWNED
OWNED SCHEDULED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY)
POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $
AGGREGATE $
$
OCCUR
CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG $
GENERAL AGGREGATE $
PERSONAL & ADV INJURY $
MED EXP (Any one person) $
EACH OCCURRENCE $
DAMAGE TO RENTED
PREMISES (Ea occurrence) $
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PROJECT LOC
AUTHORIZED REPRESENTATIVE
HIRED
AUTOS ONLY
1051488859
A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X
Y MKPK09610002 4/1/2026 4/1/2027
2,000,000
A 1,000,000 X
X X
MKPK09610002 4/1/2026 4/1/2027
A X 4,000,000 X
MKUM09792202 4/1/2026 4/1/2027
4,000,000
B X
N
HUWC728824 4/1/2026 4/1/2027
1,000,000 1,000,000 1,000,000
A
C
Vet Prof Liability
Cyber Liability
MKPK09610002
LHFJ99662201
4/1/2026
4/1/2026
4/1/2027
4/1/2027
$1,000,000
$1,000,000
$2,000,000
$1000000
The City of Sebastopol, its officers, officials, employees, and volunteers are included as an additional insured in regards to the operations of the Named Insured as required by written contract or agreement subject to the policy terms and conditions. Coverage is Primary and Non-Contributory and waiver of subrogation applies to the extent required by written contract as allowed by applicable law with respect to General Liability and Workers Compensation if required by written contract. Excess Liability includes the Veterinarians Professional Liability. The City of Sebastopol 7120 Bodega Ave
Sebastopol CA 95472
CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6
ARCH INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COVERAGE EXTENSIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
1. Bail Bonds
Subparagraph 1.b. under Section I – Coverages, Supplementary Payments – Coverages A and B is amended to read as follows:
b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds.
2. Your Expenses
Subparagraph 1.d. under Section I – Coverages, Supplementary Payments – Coverages A and B is amended to read as follows:
d. All reasonable expenses incurred by the insured at our request to assist in the investigation or defense of the claim or “suit”, including actual loss of earnings up to $1,000 a day because of time off from work.
3. Damage to Borrowed Equipment
Paragraph (4) of j. Damage to Property in 2. Exclusions under Section I – Coverages, Coverage A – Bodily Injury and Property Damage Liability is deleted with respect to equipment you borrow for use in your operations.
4. Additional Insured
The following are added to Section II – Who Is An Insured:
a. Persons or Organizations – As Required By Contract
Any person or organization when you have agreed in writing in a contract or agreement that such person or organization is to be included on your policy as an additional insured. Such person or organization is only an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by:
(1) Your ongoing operations for such person(s) or organization(s); (2) “Your products”; or
(3) Your use or maintenance of a premises you own, rent, lease, occupy or otherwise use with the permission of the owner, except those premises you lease from person(s) or organization(s) for which paragraph 4.b. below applies.
b. Managers, Landlords or Lessors of Premises
Any person or organization from whom you lease premises when you have agreed in writing in a contract or agreement that such person or organization is to be included on your policy as an additional insured.
Such person or organization is only an insured with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and subject to the following additional exclusions:
This insurance does not apply to:
(1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person(s) or organization(s).
GL 2700 05 17 McNeil & Co., 2017 Page 1 of 3
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6
c. Lessors of Leased Equipment
Any person or organization from whom you lease equipment when you have agreed in writing in a contract or agreement that such person or organization is to be included on your policy as an additional insured. Such person or organization is only an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s).
With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires.
Coverage provided to the person(s) or organization(s) included as an insured in subparagraphs 4.a., 4.b., and 4.c. above only applies if the written contract or agreement identified in subparagraphs 4.a., 4.b., and
4.c. above is executed prior to the “bodily injury”, “property damage”, or “personal and advertising injury”.
Coverage shall be primary and not contributory with respect to the person(s) or organization(s) included as an insured in subparagraphs 4.a., 4.b., and 4.c. above. Any other insurance such person or organization has will be excess and not contributory with this insurance but this provision only applies if it is required in the written contract or agreement identified in subparagraphs 4.a., 4.b., and 4.c. above.
5. Fellow Employee
Subparagraphs 2.a.(1)(a), 2.a.(1)(b) and 2.a.(1)(c) under Section II – Who Is An Insured are deleted with respect to “bodily injury”.
6. Newly Formed or Acquired Organizations
Subparagraph 3.a under Section II – Who Is An Insured is deleted and replaced by the following:
a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier.
7. Damage to Premises Rented to You – Limit Amendment
Paragraph 6. under Section III – Limits of Insurance is amended to read as follows:
6. Subject to paragraph 5. above, the most we will pay under Coverage A for damages because of “property damage” to any one premises while rented to you or temporarily occupied by you with the permission of the owner is $1,000,000, unless a higher Damage to Premises Rented to You Limit is shown on the Declarations.
8. Medical Expense – Limit Amendment
Paragraph 7. under Section III – Limits of Insurance is amended to read as follows:
7. Subject to paragraph 5. above, the most we will pay under Coverage C for medical expenses because of “bodily injury” to any one person is $10,000, unless a higher Medical Expense Limit is shown on the Declarations.
9. Duties in the Event of Occurrence, Offense, Claim, or Suit The following subparagraph e. is added to 2. Duties in the Event of Occurrence, Offense, Claim, or Suit under Section IV – Commercial General Liability Conditions:
e. Knowledge of any "occurrence", offense, claim, or "suit" will be deemed knowledge by you only when such "occurrence", offense, claim, or "suit" is known to:
(1) You, if you are an individual;
(2) Any partner, if you are a partnership;
(3) Any member, if you are a limited liability company; (4) An executive officer or insurance manager if you are a corporation; or (5) An “employee” or “volunteer worker” designated by you to give us notice of such "occurrence", offense, claim, or "suit".
GL 2700 05 17 McNeil & Co., 2017 Page 2 of 3
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6
10. Liberalization
If we revise this coverage form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state.
11. Mental Anguish
Paragraph 3. under Section V - Definitions is deleted and replaced by the following:
3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. “Bodily injury” includes mental anguish or other mental injury resulting from “bodily injury”.
GL 2700 05 17 McNeil & Co., 2017 Page 3 of 3
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
(2) The names and addresses of anyone b. Excess Insurance Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6 who may suffer damages as a result of
the act, error or omission.
b. If a "claim" is made or "suit" is brought
against any insured, you must:
(1) Immediately record the specifics of the
"claim" or "suit" and the date received;
and
(2) Notify us as soon as practicable.
You must see to it that we receive written
notice of the "claim" or "suit" as soon as
practicable.
c. You and any other involved insured must:
(1) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
"claim" or "suit";
(2) Authorize us to obtain records and other
information;
(3) Cooperate with us in the investigation or
settlement of the "claim" or defense
against the "suit"; and
(4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of an act, error
or omission to which this insurance may
also apply.
d. No insured will, except at that insured's own
cost, voluntarily make a payment, assume
any obligation or incur any expense without
our consent.
4. Other Insurance
If other valid and collectible insurance is available to the insured for a loss we cover under this endorsement, our obligations are limited as
follows:
a. Primary Insurance
This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. (1) This insurance is excess over any of the
other insurance, whether primary, excess, contingent or on any other basis that is effective prior to the beginning of
the policy period shown in the Schedule
of this insurance and that applies to an
act, error or omission on other than a
claims-made basis, if:
(a) No Retroactive Date is shown in the
Schedule of this insurance; or
(b) The other insurance has a policy
period which continues after the Retroactive Date shown in the Schedule of this insurance.
(2) When this insurance is excess, we will
have no duty to defend the insured
against any "suit" if any other insurer
has a duty to defend the insured against
that "suit". If no other insurer defends,
we will undertake to do so, but we will
be entitled to the insured's rights against
all those other insurers.
(3) When this insurance is excess over
other insurance, we will pay only our
share of the amount of the loss, if any,
that exceeds the sum of the total
amount that all such other insurance
would pay for the loss in absence of this
insurance; and the total of all deductible
and self-insured amounts under all that
other insurance.
(4) We will share the remaining loss, if any,
with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Schedule of this endorsement. c. Method Of Sharing
If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none
of the loss remains, whichever comes first.
If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method,
each insurer's share is based on the ratio of
its applicable limits of insurance to the total
applicable limits of insurance of all insurers.
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6
Docusign Envelope ID: 4CD09F42-0627-8A56-832B-EFA8379136E6