HomeMy WebLinkAboutHUMANE AMERICA ANIMAL FOUNDATION01/09/2001 10:19 310406155q :HUMANE AMERICA PAGE 03
CONSULTAW AGREEM
TINS"AGREEMENT, made and entered into this 4AJ dayof 2,
2000 by and between Humane America Animal Foundation, a California nonprofit
corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city an
municipal corporation organized and existing under the Constitution and laws of the State
of California (hereinafter "City").
A. The City desires to retain a consultant having special skill and knowledge in the
field of research and development of a plan to address the pet overpopulation
problem in Santa Ana.
B. Consultant represents that Consultant is able and willing to provide such
services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it
is knowledgeable in its field and that any services performed by Consultant
under this Agreement will be performed in compliance with such standards as
may reasonably be expected fi-orn a professional consulting fiM in the field.
NOW THEREFORE, in consideration of the mutual and Tespective pTow ises, and
subject to the terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall research and design an action plan to address the pet
overpopulation problem in Santa Ana., including those services as set forth in Exhibit A
to this Agreement. Consultant will attend community and focus group meetings held for
the purpose of such research or implementation of the developed plan.
a- City agrees to pay, and Consultant agrees to accept as total payment for its
services, the rates and charges identified in Exhibit A. Each month Consultant shall
submit a detailed invoice, Final payment shall be contingent upon City's acceptance of a
final report as complete. The total 5uM to be expended under this Agreement, shall not
exceed $14,500-00 during the term of this Agreement-
b. Payment by City shall be made within thirty (30) days following the Assistant
City Manager's receipt of pTQpeT invoice evidencing work performed, subject to City
accounting procedures. Payment need not be made for work which fails, to meet the
standards of performance set forth in the Recitals which may reasonably be expected by
City,
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3. TERM
This Agrewment shall commence ox) the date first written above and terminate on
September 30, 2001, unless terminated earlier is accordance with Section 12, below. The
term of this Agreement may be extended upon a whiting executed by the City Manager
and the City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended
nor shall it be construed to create an employer employee relationship, a joint venture
relationship, or to allow the City to exercise discretion or control over the professional
manner in which Consultant performs the services which are the subject matter of this
Agreement; however, the services to be provided by Consultant shall be provided in a
manner comistent with all applicable standards and regulations governing such services.
Consultant shall pay all salaries and wages, employer's so4dal secuarhy tapes, mewploy]rnent
insurance and similar taxes relating to ernployees and shall be responsible for all applicable
withholding taxes,
5- INSURANCE
Prior to undertaking performance of work under this Agmement, Consultant uball
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Professional liability (errors and omissions) insurance, with a combinm single
limit of not less than $1,000,000 per claim..
b. The following requirements apply to the insurance to be provided by
Consultant pursuant to this section_
(i) Consultant shall maintain all insurance required above in full force and
effect four the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution
of this Agreement and shall be approved in form by the City Attorney.
(W) Certificates and ,policies shall state that the policies shall not be
canceled or reduced in coverage or changed in any other material
aspect without thirty (30) days prior written notice to the City.
c. If Consultant fails or refuses to produce or maintain the insurance required by
this section or fails or refuses to furnish the City with rcguired proof that insurance
has been procured and is in force and paid for, the City shall have the right, at the
City's election, to forthwith terminate this Agxwpxnent. Such termination shall not
effect Consultant's right to be paid for its tirne acid materials expended prior to
notification of termination. Consultant waives the right to receive compensation and
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01/09/2001 10:19 31040615'" :HUMANE AMERICA PAGE 05
agrees to indemnify the City for any work performed prior to approval of insw'ance
by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives frrom liability: (1) for
personal 'injury, damages, just compensation, restitution, judicial or equitable relief
arising out of claims for personal injury, including health, and claims for property
damage, which may arise from the direct or indirect operations of the Consultant or its
contractors, subcontractors, agents, employees, or other persons acting on their behalf
which relates to the services described in section l of this Agreement; and (2) ftom any
claim that personal injury, damages, just c01npensati0n, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement, This
indemnity and hold harmless agreemr -nt applies to all claims for damages, just
compensationi, restitution, judicial Qr equitable relief suffered, or alleged to have been
suffered, by reason of the events referred to in this Section or by reason of the terms of,
or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, inOvding fees and costs for special
counsel to be selected by the City, regarding any action by a third party challenging the
validity of this Agreement, or asserting that personal injury, damages, just compensation,
restitution, judicial or equitable relief due to persQnAl or property Frights arises by reason
of the terms of, or effects arising £irons. this .Agreement, City may make all reasonable
decisions with respect to its representation in any legal proceeding.
7. CONFID.ENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant
agrees that It shall not use or disclose such information except in the performance of this
Agreement, and further agrees to exercise the same degree of care it uses tQ protect its
own information of like importance, but in no event less than reasonable +pare.
"Confidential InformatiW shall include all nonpublic information. Confidential
information includes not only written information, but also information transferred orally,
visually, electronically, or by other means_ Confidential information disclosed to either
party by any subsidiary and/oar agent Qf 0a other party is covered by this Agreement.
The foregoing obligations of noo-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through t►o
fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operAiQn Qf law, or (e) is independently developed by the Consultant
without reference to information disclosed by the City.
S. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests,
direct or indirect, which would conflict in any manner with performance of services
specified under this Agreement.
01109}2001 10:19 31040615R^ :HUMANE AMERICA PAGE 06
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given, if delivered in
person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile
or other telegraphic communication in the manner provided in this Section, to the
following persons.,
To City:
Clerk of the City Council
City of Santa ,jla
20 Civic Center Plaza (M-30)
P.O. Box 1998
Santa Ana, California 92702
telefaesimile (714) 647-5200
With courtesy copies to:
and,
Assistant City Manager
City of Santa Ana
20 Civic Center Plaza (M-31)
P.O. BON 1998
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:
Humane America Animal Foundation
Box 7
Redondo )3each, California 90277
.E-mail davmeyerr a7mindsprrirng.corn
Attn: David Meyer
A party may change its address by giving notice in writing to the other party.
Thereafter, any notice, terider, demand, delivery, or other communication dial; be
addressed and transmitted to the new addmm_ If sent by mail, any notice, tender,
demand, delivery, or other communication shall be effective orr deemed to have been
given three (3) days after it has been deposited in the Uxjited States mail, duly registered
or certified, with postage prepaid, and addressed as set forth above_ If sent by
telefacsimile, any notice, tender, demand, delivery, or other communication shall be
0170�I2001 10:19 31040615F" :HUMANE AMERICA PAGE 07
effective or deemed to have been given twenty-four (24) hours after the time set Forth on
the transmission report issued by the transmitting facsimile machine, addressed as set
fQrth above. For purposes of calculating these time frames, weekends, federal, state,
County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City
and Consultant, and supersedes any and all other agreements, oral or written, between the
parties. In the event of a conflict between the terms of this Agreement and any
attachments hereto, the temas of this Agreement shall prevail. This Agme mQnt way not
be modified except by written instrument signed by the City and by an authorized
representative of Consultant. The parties agree that any terms or conditions of any
purchase order or other in,strummt that are inconsistent with, or in addition to, the tuts
and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to
this Agreement PrAnowledges that no representatiqus, ixnducements, promises or
agreemonts, orally of otherwise, have been made by any ply, or anyone acting on behalf
of any party, which are not embodied herein-
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of
Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest
herein without the prier written consent of the City and any such assignment, transfer,
delegation or subcontract witbQut the City's prior written consent shall be considered null
and void-1Notbing in this A.grooment shall be construed to limit the City's ability to have
any of the services which are the subject to this Agreement performed by City personnel
or by other consultants retaixred by City-
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written
notice of termination. In such event, Consultant shall be entitled to receive and the City
shall pay Consultant compensation for all services performed by Consultant prior to receipt
of such notice of teu nitration, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant
to deliver to the City all work product completed as of such elate, and in such case such work
product shall be the property of the City unless prohibited by law, and Consultant consezats
to the City's use thereof for such purposos as the City deems appropriate.
b. Payment need not be made for work whirb fails to weet the standard of
perfounance specified in the Recitals of this Agreement.
13. DISCRIMINATION
CQxnultant shall not discriminate because of race, color, creed, religion, sex,
marital status, sexual orientation, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, training, utilization,
0r/09I2001 10:19 81040515r'' :HUMANE AMERICA PAGE 08
promotion, temixiation or other employment :related activities. Consultant affirms that it
is an equal opportunity employer and shall comply with all applicable federal, state and
local laws and regulations.
14. JURISDICTION - VENUE
This ,Agreement and all questions relating to its validity, interpretation,
per£orniance, and enforcement shall be government and QQnstrued in accordance with the
laws of the State of California. This Agreement has beers executed and delivered in the
Mate of California and the validity, interpretation, performance, and enforcement of any
of the clauses of this Agreement shall be determined and governed by the laws of the
State of California. Both parties further agree that Orange County, California, shall be
the venue for any action or pmceeding that may be brought or arise out of, in connection
with or by reason of this Agreement.
115. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary
licenses, permits, approvals, waivers, and exemptions necessary for the provision of the
services hereunder and required by the laws and regulations of the United States, the
State of CAfornia, the City of Santa Ana and all other goverurxrental agencies.
Consultant shall notify the City immediately and in writing of her inability to obtain, Qar
maintain such permits, licenses, approvals, waivers, and exemphom. Said inability shall
be cause for termination of this Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herejobelow has the
power, authority and right to bind their respective parties to each of the, terms of this
Agreement, and shall Wde>rrviafy City fully, including reasonable costs and Attorney's fees,
for any injuries or damages to City in the event that such authority or power is not, in fact,
held by the signatory or is withdrawn.
b_ All Exhibits referenced herein and attached hereto shall be incorporated as if Fully
set forth in the body of this Agreement.
Of/@0 /2001 10:19 31040615r't :HUMANE AMERICA PAGE 09
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
date and year first above written:.
ATTEST:
,�. HEM
irk -of ifke Cuunei7
APPROVED AS TO FORM:
JOSEPH W. FL8TCHER
City Attorney
By:
Laura Sheedy
Deputy City Attomq
APPROVED AS TO
DAVID N. REAM
City Manager
ENT:
CITY OF SANTA ANA
CONSULTANT
Humane Ainerica Animal
FowdmiQR
Employer III # or Individual SS #
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01/09/2001 10:19 9104061F;r9 :HUMANE AMERICA PAGE 10
IEXH[BIT A
L INTRODUCTION
Humane America is pleased to submit this proposal to bring the l-800-Save-a-POxom program
to the city of Santa Ana. The leadership and interest exhibited by the city govennlment bode
well for the future of companion armorials is Santa Ana.
The 1-800-Save-a-Pet program involves:
• Analyzing the specific nature of the pet overpopulation problem in a community including
specific research as to where the animals being euthanized are coming from and why.
• Identifying existing resources in a community for delivering spay/neuter apd adoption
services.
• Using our mathematical population model to identify specific target goals of shays, neuws
and adoptions targeted at specific populations to get the most "'bang for the buck,"
• Creating and implementing a community -wide action plan involving a major publicity
campaign and our toll -free telephone number to provide easy access to spay/neuter and
adoption services if appropriate.
This is how any business would proceed in reaching a goal, and we believe this type of research
and strategy is necessary to solving the pet overpopulation problem in any community.
Separate from conducting research and preparing the overall action plats to end the problem
entirely, Humane A mearic-a can immediately bring to Santa Ana our 800 number, professionally
run publicity carnpa.igta and celebrity support to streamline access to adoption services and
facilitate many more adoptions.
Humane Amexiea is prepared to begin work in Santa Ana immediately to create a coordinated
approach to permanently end the pet overpopulation problem in your cowitunity.
11. 1-800-SAVE-A-PET-COM PROGRAM OVERVIEW
The 1-800-8ave-a-Pet.com program is doVed to assist communities across the country
in reducing their overpopulation of healthy companion animals to the point that
eudmization is no longer necessary as a means of population control. The program
utilizes the skill and services of a coalition of the community's existing animal welfaxe
organizations as well as local animal control agencies_ Humane America acts as a
partner, providing our skills to strengthen and enhance the efforts of these existing
organizations in the community. We also serve as an umbrella service, bringing
advertising and media attention to the entire area, to benefit all the local orgauiMions by
driving up the number of adoptionas and spay/neuter surgeries, and raising the visibility of
the coalition organizations in the public eye.
The 1.800TSave-a-Pet.com program is a template that can be modified and copied in, different
communities with a minimum of effort. The overall program involves three steps,
1) Quantifying the problem in the target community.
2) Creating a detailed action plant to best solve the problem.
01'l09/2001 10:19 3104061�, ' :HUMANE AMERICA PAGE 11
3) Implerr Ming the action plan.
1, <?uantiAiag the Firoblem_
The first step is to understand in, detail the problem's scope and causes. Humane America
begins by conducting extensive research to determine relevant information for the target
community Including:
• A detailed analysis of the current status of the companion animal overpopulation problem
including euthanasia rates.
• Demographic infoamtion about the community and surrounding areas.
• The number of male/female altered/unaltered dogs and cats owned in the community,
• The number of these animals that are purebred.
• Where the animals were obtained from and their ages.
• The reasons the animals are unaltered.
• How many pet owners would alter their nimals if it were Free and convenient.
ip Whether animals are allowed to roam_
• The number of animals that have given birth in the last year,
• Whether these animals were purebred and if the pregnancies were planned.
The number of puppies born, and what was done with them,.
• Information about the public's feeding, care, and observed birth rates of feral cats.
• The number of people that would trap and alter feral cats they are feeding if provided with
training, equipment and if the surgery was free.
• The number of people that would consider adopting a dog or cat in the next year, and if not,
why not.
• Demographic information of pet owners including age, marital status, household
information, children., ethnicity and income.
• Challenges of reaching target communities including gcQgraphy, attic dive ity, etc.
• Existing resources within the community including major animal w6fare agencies,
cooperative veterinarians and related rommunity infrastructure for delivery of spay/neuter,
adoption and educational services.
Humane America has developed a. mathematical model that, when combined with our research
data, can predict the effects of Increasing spays, neuters and adoptions for both dogs and cats in
the target community. The model can also predict the effects of changes in pet retention rates.
This allows us to setspecific tar et numbers of sterilizations, adoptions, and changes in the pet
retention rate necessary to lower euthan.asias of healthy companion animals in the community to
zero.
2. Creatin a Detailed Action Plan to Best Solve the Problem
Once the research is completed, Humane America examines community resources and idexitifies
the most likely strategy for achieving target levels of inercased sterilizatiom, adoptions, and pct
retention. This strategy will vary from coax mupity to community but will always involve the
following framework-- a framework associated with successful marketing and sales of products
but applied to the overpopulation of companion animals in order to save thousands of lives.
01/09/2001 10:19 31040615--1 :HUMANE AMERICA PAGE 12
Decrease " duction s us" through a top-notch public outreach campaign bringing
customers (pet owners) to a user-friendly delivery system of spa neuter- This system,
includes easy access to spay/neuter services through vur toll -free nwnberr staffed by
operators fluent in English and Spanish, stationary and mobile high -volume clinics in
convenient locations, and free spay/neuter services supplemented by cash axed product
incentives. These services will be targeted specifically at those people our research bas
shown to have animals most likely to reproduce.
#Increase "storage space" by maximizing humane animal holding capability with a major
emphasis on increasing the supply of foster homes- TVs gives a larger number and variety
of animals more time to be socialized and adopted.
• Increase "sales" by a state of the art advertising campaign and by making anmats easily
available t4 the public in the places where prospective adopters frequent -- without
compromisiag on adoption. standards. This includes on -site adoptions placing animals in all
participating PETCO and PETsSMART stores from store opening until closing, high profile
publicity events involving celebrity spokespeople, a web site database with immediate
contact information fax all animals in the city awaiting adoption, and our toll -free number
staffed by "Matchmakers" who will assist callers in finding the specific type of animal they
desire.
• Appl an attitude of customer service and follow -pp sup ort through user-friendly resources
to help insure adoptions remain permanent. This includes free behavioral training classes,
pre-recoMed behavioral axld health, infermatioft; tcferrals to local veterinariam, coupons for free products
and supplies, and pro -active Outreach to improve owner retentiod of cotnparll ran 2!n,imals.
3_ ,Implementing the ,A,atipa Elan
Once the action plan has been developed, Humane America can work with the community
towards it implementation.
Humane America's continued involvemcznt will vary between communities but will likely
involve ooaducting community -wide publicity events, and conducting adoption referrals
through the, 1-800-Save-a-Pet.corn telephone number and website. Humane America can also
be involved in any aspect of the delivery of spay/neuter services including the actual
administration of stationary and mobile spay/neuter clinics -
The key goals of the 1-800-Save-a-Pet.com program are to enhance the efforts of the existing
animal welfare organizations to achieve a) a decrease in euthanasias through increases in
sterilizatiorts, adoptions and pet reterlti0n, and b) a strengthening of the paxtici,pating animal
welfare organizations through increased exposure to the public and funding sources.
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01/ft2001 10:19 3104061E` :HUMANE AMERICA PAGE 13
ATTACHMENT A
STEP I- CREATING THE ACTION PLAN
12 Week Research and Design of the ,Action Plan. to
.Address the Pet Overpopulation Problem in Santa Ana
In oTder to create an action plan for solving the pet overpopulation ,pmblem in Santa ,Ana, Humane
America must:
l . Define the full target area of the program_
2. Retain professional market r+eseareh firm to conduct an extensive telephone market
research survey in English and Spanish to determine facts relating to pet ownership in
Santa Ana-
3- Obtain available pet ownership iinfoxmation from existing organizations and, shelters.
4. Obtain any existing data from various government and private shelters in the city,
including euthanasia rates, relinquxr�hrnent rates and causes, adoption return rates,
average age of euthanized animals, etc.
5. Identify other relevant pet population treads in Santa Ana.
f. Identify in detail all eAsting veterinary resources in the city including cooperative
veterinarians, facilities for large volume spay/neuter, existing or plamed mobile
adoption vans, surgery costs and capacity.
7_ Identify in detail all existing adoption resouurces including public and private shelters,
and fostering networks.
8, identify any complicating factors such as issues unique to military bases, ethnic
diversity, etc.
9. Compile and analyze all data.
10. Create comprehensive program to address the pet overpopulation problem in, Santa
Anna_
l l _ Produce and submit program document to the city.
STEP x TOTAL 1�. 4,500
I