CC Resolution 11407RESOLUTION NO. iiao~
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
APPROVING A SECOND RESTATED AND AMENDED JOINT EXERCISE OF
POWERS AGREEMENT FOR THE SILICON VALLEY ANIMAL CONTROL
AUTHORITY
WHEREAS, the Silicon Valley Animal Control Authority ("SVACA") was initially
created in 2000 pursuant to a Joint Exercise of Powers Agreement (the JPA);
and
WHEREAS, as of July 1, 2004, SVACA has operated with three member
agencies: and
WHEREAS, SVACA's Technical Advisory Committee and its Executive Director
have carefully considered and recommended a revised JPA to include Mountain
View as a new member agency
WHEREAS, the SVACA Board of Directors approved the new JPA at its meeting
on March 22, 2012
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Campbell does hereby authorize the Mayor to execute the attached amendment
to the JPA agreement on behalf of the City.
PASSED AND ADOPTED this 15th day of May , 2012 by the following
roll call vote:
AYES: Council members: cristina, Baker, Waterman, Low, Kotowski
NOES: Council members:
ABSENT: Council members:
APPROVED:
` /
ATT ~:
~.
Anne Bybee, City Clerk
Michael F. Kotowski, Mayor
Section 1.11. Legislative Bodies. "Legislative Bodies" means the city or town councils of the
Member Agencies of the Authority. "Legislative Body" means any such individual city or town
council.
Section 1.12. Member Agencies or Member Agency. "Member Agencies" means all of the
public agencies signatory to this Agreement, which, as of the initial Effective Date of this
Agreement, are the City of Campbell, the City of Monte Sereno, the City of Santa Clara, and the
City of Mountain View. "Member Agency" means any such individual public entity.
"Originating Member Agency" refers to City of Campbell, the City of Monte Sereno, and the City
of Santa Clara.
Section 1.13. uorum. Except as may otherwise be required hereunder or by law, "quorum"
means the presence of the Santa Clara Director and two Directors of the other Member Agencies.
Section 1.14. Rutes of the Board. "Rules of the Board" means the bylaws, rules, regulations and
other operational and organizational directives of the Board of Directors for the conduct of its
meetings and other affairs as further described in Section 2.9.
Section 1.15. Secretary. "Secretary" means the Secretary of the Board of Directors as further
described in Section 3.2.
Section 1.16. Treasurer. "Treasurer" means the financial director and finance manager of the
Authority having the responsibility and accountability for the Authorit}%s funds as further
described in Section 3.3.
ARTICLE II
GENERAL PROVISIONS
Section 2.1. Puroose. Subject to the terms herein, particularly Section 63, the purpose of this
Agreement is to create the Authority to provide for the joint exercise of powers by the Member Agencies
to own, manage, operate and/or maintain the Joint Facilities and to implement the financing, acquisition
and construction of additions and improvements thereto and any additional facilities and property later
acquired, owned or managed by the Authority and included in the Joint Facilities and thereafter to
manage, operate and maintain the Joint Facilities, as so added to and improved, all to the end that the
residents of the Area are provided with a more efficient and economical provision of the Animal Control
Services and related services consistent with the purposes of this Agreement, and, if necessary, to issue
and repay revenue bonds of the Authority pursuant to the Bond Law. Each of the Member Agencies is
authorized to exercise all powers (except the power to issue and repay revenue bonds of the Authority)
pursuanC to its organic law and the Authority is authorized to issue and provide for the repayment of
revenue bonds pursuant to the provisions of the Bond Law.
Section 2.2. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be
known as the "Silicon Valley Animal Control Authority," to be called the "Authority" pursuant to Section
L5. The Authority, which shall administer this Agreement, is a public entity separate and apart from the
Member Agencies and each of them.
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Section 2.6.2. Special Meetings. Special meetings and emergency meetings of the Board of
Directors may be called in accordance with State law.
Section 2.6.3. Call, Notice, and Conduct of Meetines. All meetings of the Board of Directors,
including without limitation, regular, adjourned regular, and special meetings, shall be called,
noticed, held, and conducted in accordance with the provisions of Section 54950, et seq., of the
California Government Code, as may be amended from time to time.
Section 2.7. RecLUired Votes; Approvals. For all actions except those specified in Section 2.8, the
Director from Santa Clara will have three (3) votes at each meeting and the Directors from Campbell,
Monte Sereno, and Mountain View shall each have one (I) vote. Four (4) affirmative votes of the Board
of Directors shal I be required for the Board of Directors to take any action other than those described in
Section 2.8 provided a quorum is present as set forth in Section 1.13.
Section 2.8. Weighted Voting. In cases of (a) a tie vote or (b) actions described below requiring afour-
fifths (4/5) vote, the Board of Directors will use a weighted voting procedure. Under weighted voting, the
Director from the City of Santa Clara shall have five (5) votes, the Directors from the Cities of Campbell
and Mountain View will each have two (2) votes, and the Director from the City of Monte Sereno will
have one (I) vote. An affirmativefour-fifths (4/5) weighted vote, or eight (8) total votes, of the Board of
Directors shall be required for the Board of Directors to propose an amendment to or termination of this
Agreement to approve the addition of new Member Agencies to this Agreement; to approve the issuance
of any Bonds or the restructuring of any Bond financing; to approve any budget actions requiring
increased amounts to be paid by a Member Agency over and above approved budget appropriations; and
to modify the Member Agencies' contributions to Operating Costs pursuant to Section 63.2 below.
Section 2.9. Rules of the Board. The Board of Directors shall adopt and from time to time amend the
Rules of Che Board as are necessary or convenient in the determination of the Board of Directors to
achieve or facilitate the purposes hereof.
Section 2.10. New Members. It is the intent of the Originating Member Agencies to provide, to the
extent permitted by law, for the inclusion at a subsequent date of such additional public entities,
organized and existing under the Constitution or Laws of the State of California, as may desire to become
parties to this Agreement and members of the Authority. The Board shall review all applications for
participation in the Authority. Those entities seeking membership must be approved by the affirmative
vote of a four-fifths (4/5) majority of the entire Board of Directors. Anew Member Agency shall be
required to (a) contribute funds commensurate to the expenses incurred by the Authority to accommodate
the new Member Agency's inclusion in the Authority. Examples include, but are not limited to,
improvements to the facility, additional personnel expenses, marketing expenses, contractual services,
and/or vehicles; (b) pay its share of annual Operating Costs and other expenses pursuant to Section 6.3
and (c) contribute to the Capital Fund (see Section 5.4) as determined by the Board. It is the intent of the
Originating Member Agencies that any new Member Agency shal l proportionally contribute and share in
the Authority's operations, but shall not have any proportional ownership in fee of the Authority's real
property interests. For entities joining the Authority at other than the beginning of the Authority's fiscal
year, cash contributions for Operating Costs and the Capital Fund shall be prorated for the remainder of
the fiscal year.
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Approved ny the S V ACA Board of Directors on March 22, 2012
ARTICLE III
ORGANIZATIONAL STRUCTURE
OFFICERS AND EMPLOYEES
Section 3.1. Chairperson and Vice-Chairperson. The Board of Directors shall elecC a Chairperson and
Vic~Chairperson from among its members. The Chairperson and Vice-Chairperson shall each serve a
one year term. In the event of the disqualification or permanent inability of the Chairperson to serve as
the Chairperson during their term, the Vice-Chairperson shall assume the duties of the Chairperson for
the remainder of that term and the Board of Directors shall elect a new Vice-Chairperson for the
remainder of that term.
Section 3.1.1. The Chairperson shall be authorized to sign all resolutions of the Board of
Directors and all contracts on behalf of the Authority and shall perform such other duties as may
be imposed by the Board of Directors, consistent with the terms and provisions of this Agreement
and the Rules of the Board.
Section 3.1.2. The Vice-Chairperson shall be authorized to act as the Chairperson, exercise all of
the powers of the Chairperson, and perform al I of the duties of the Chairperson in the temporary
absence of the Chairperson.
Section 3.1.3. The Board of Directors, as a part of its approval of any contract, may authorize the
Executive Director to execute the contract on behalf of the Authority.
Section 3.2. Secretarv. The Executive Director shall be the Secretary to the Board of Directors,
perform such other duties as may be imposed upon the Secretary by the Board of Directors, and cause a
copy of this Agreement to be filed with the California Secretary of State and the State of California
pursuant to Section 6503.5 of the Act.
Section 3.3. Treasurer. The Board shall designate the Treasurer. The Treasurer shall be the depository
and shall have custody of all of the accounts, funds and money of the Authority from whatever source.
The Treasurer shall have the duties and obligations set forth in Section 6505 and 6505.5 of the Act, and
shall assure that there shall be strict accountability of all funds and reporting of all receipts and
disbursements of the Authority.
Section 3.4. Officers in Charge of Property. Pursuant to Section 6505 of the California Government
Code, the Treasurer shall have charge of, handle, and have access to all accounts, funds, and money of the
Authority and all records of the Authority relating to such accounts, funds and money; and the Secretary
shall have charge of, handle, and have access to all other records of the Authority, and the Executive
Director shall have charge of, handle, and have access to all physical properties of the Authority.
Section 3.5. Bonding Persons Having Access to Property. From time to time, the Board of Directors
may designate persons, such as the Treasurer or Executive Director, as the Authority officer(s) who shall
have charge of, handle, or have access to any property of the Authority. The Board of Directors shall also
fix the respective amounts of the official bonds of the Treasurer, Executive Director or such other
designated persons pursuant to Section 6505.1 of the Act, which bonds shall be filed with the Secretary of
the Authority. The actual cos[ of such bonds shall be a proper charge against the Authority.
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Section 3.6. Management. The regular management of the operations and activities of the Authority
shall be vested in the Executive Director. The Executive Director shall be appointed by the Board of
Directors. Unless otherwise provided by the Rules of the Board or resolution of the Board of Directors,
the Executive Director shall have the following powers:
Section 3.6.1. To provide for the planning, design, and construction of any additions or
improvements to the Joint Facilities; leasing or remodeling of any existing facilities, or any new
facilities to be operated by the Authority as authorized by the Board of Directors;
Section 3.6.2. Except as otherwise provided in Section 3.6.8, to execute any contracts for capital
costs, costs of special services, equipment, materials, supplies, maintenance, or repair that involve
an expenditure by the Authority within the limits and in accordance with procedures to be
established by the Authority in the manner provided for local agencies pursuant to Article 7,
commencing with Section 54201 of Chapter 5 of Part 1 of Division 2 of Title 5 of the California
Government Code;
Section 3.6.3. To appoint and employ all personnel of the Authority required for maintenance and
operation of the Joint Facilities, and all other employees authorized by the Authoriry's budget and
by the Board of Directors;
Section 3.6.4. To retain any consultants, including Labor relations consultants or certified public
accountants, as authorized in the Authority's budget and by the Board of Directors;
Section 3.6.5. Subject to approval of the Board of Directors, to appoint and employ all personnel
of the Authority or consultants required to be employed or retained in connection with the design
of any additions or improvements of the Joint Facilities or construction of new facilities;
Section 3.6.6. To expend funds of the Authority and enter into contracts, whenever required, or
for the immediate preservation of the public peace, health, or safety, subject to the subsequent
ratification of the Board of Directors;
Section 3.6.7. To dispose of any personal property of the Authority as may be provided in the
Rules of the Board or otherwise authorized by the Board of Directors;
Section 3.6.8. To approve and pay demands for payments by the Authority of Ten Thousand
Dollars ($10,000.00), or less, which are authorized in the Authority's budget;
Section 3.6.9. To prepare and submit to the Board of Directors in time for revision and adoption
by the Authority prior to June I of each year, the annual preliminary budget for the next
succeeding Fiscal Year referred to in Section 6.1;
Section 3.6.10. Generally, to supervise the acquisition, construction, management, maintenance,
and operation of the Joint Facilities and personnel of the Authority;
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Section 3.6.11. To perform such other duties as directed by the Board of Directors and report to
the Board of Directors at such rimes and on such matters as the Board of Directors may direct.
Section 3.7. Legal Advisor. The legal advisor of and provider of legal advice and services to the
Authority shall be designated by the Board of Directors.
Section 3.8. Other Services. The Board of Directors shall have the power to appoint and employ such
other consultants and independent contractors as may be necessary for the purposes of and pursuant to
this Agreement.
Section 3.9. Non-Liabi]ity of Agencies. None of the officers, agents, or employees directly employed
by the Authority shall be deemed, solely by reason of their employment by the Authority, to be employed
by any Member Agency or, by reason of their employment by the Authority, to be subject to any of the
requirements of any Member Agency. All of the privileges and immunities from liability, exemption
from laws, ordinances and rules, alt pension, relief, disability, workers' compensation, and other benefits
which apply to the activities of the officers, agents, or employees of Member Agencies when performing
their respective functions shall apply to them to the same degree and extent while engaged in the
performance of any of the functions and other duties under this Agreement. Except as expressly provided
for in this Agreement, nothing contained in this Article III is intended to nor shall it restrict or limit the
rights or abilities otherwise available to the Authority to enter into agreements or other arrangements with
any Member Agency in accordance with the terms and conditions of this Agreement and the Rules of the
Board regarding the use of employees of the Member Agency in the operations and activities of the
Authority.
Section 3.10. Indemnity and Insurance. The Authority shall defend, indemnify and save harmless each
Member Agency to this Agreement and its respective council members, officers and employees, from all
claims, losses, damages, costs, injury and liability arising out of the Authority's performance of its
powers, duties and responsibilities under this Agreement. The Authority shall obtain and keep in force
policies of insurance with coverage and limits sufficient to protect the Authority and its Member
Agencies from claims for damages arising from the activities of the Authority, its Board of Directors,
officers and employees. It is the intent of this Section 3.10 that the policies of insurance described herein
include coverage for automobile liability, comprehensive general liability, public officials errors and
omissions, workers' compensation, and excess liability and other perils as the Board of Directors shall,
from time to time, direct and that the coverage limits of these policies be maintained at levels as the
Board of Directors shall direct. Each Member Agency shall be named an "additional insured" on the
liability coverages or shall receive equivalent treatment or status under the Authority's insurance
program.
Section 3.11. ~reement Not for Benefit of Third Parties. This Agreement shall not be construed as or
deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall
have any right of action hereunder for any cause whatsoever Any services performed or expenditures
made in connection with this Agreement by any Member Agency shall be deemed conclusively to be for
the direct protection and benefit of the inhabitants and property in the respective Area of such Member
Agency.
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ARTICLE IV
POWERS OF THE AUTHORITY
Section 41. General Powers. The Authority shall exercise in the manner herein provided the powers
common to each of the Member Agencies, as provided by the Constitution and laws of the State of
California, and all incidental, implied, expressed, or necessary powers for the accomplishment of the
purposes of this Agreement, subject to the restrictions set forth in Section 4.4. As provided in the Act,
the Authority shall be a public entity separate from the Member Agencies. The Authority shall have the
power to finance, acquire, construct, manage, maintain, and operate the Joint Facilities. The Authority
shall have all of the powers provided in Article 2 and Article 4 of the Act, unless specifically prohibited
or restricted by this Agreement.
Section 4.2. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts
necessary for the exercise of the foregoing powers, including but not limited to, any of the following:
Section 4.2.1. To make and enter into contracts;
Section 4.2.2. To employ agents or employees;
Section 4.2.3. To acquire, construct, manage, maintain, or operate any buildings, works or
improvements;
Section 4.2.4. To acquire, hold, or dispose of property;
Section 4.2.5. To sue and be sued in its own name;
Section 4.2.6. To incur debts, liabilities or obligations, subject to the provisions of this
Agreement, provided that no debt, liability or obligation shall constitute a debt, liability or
obligation upon any Member Agency;
Section 4.2.7. To apply for, accept, receive, and disburse grants, loans, and other aids from any
agency for the United States of America or of the State of California;
Section 4.2.8. To invest any money in the treasury pursuant [o Section 6505.5 of the Act that is
not required for the immediate necessities of the Authority, as the Authority determines is
advisable, in the same manner and upon the same conditions as local agencies, pursuant to
Section 53601 of the California Government Code;
Section 4.2.9. To carry out and enforce all the provisions of this Agreement.
Section 4.3. Bonds. The Authority shall have all of the powers provided in Article 4 of the Act,
including the power to issue Bonds under the Bond Law.
Section 4.4. Restrictions on Exercise of Powers. The Authority shall exercise in the manner herein
provided the powers common to all Member Agencies as appropriate to the accomplishment of the
purposes of this Agreement For purposes of Govt. Code § 6509, the powers of the Authority shall be
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exercised subject to the restrictions upon the manner of exercising such powers as are imposed upon the
City of Campbell, a general law city.
Section 4.5. Obligations of Authority. The debts, liabilities, and obligations of the Authority shall not
be the debts, liabilities, and obligations of any Member Agency.
ARTICLE V
METHODS OF PROCEDURE
Section 5.1. Reserved.
Section 5.2. Delegation ofPowers. Each Member Agency hereby delegates to theAuthoritythe power
to purchase and Che power and duty to maintain, operate, and manage any animal control equipment,
resources, and real property acquired and identified by the Member Agencies, including the site of the
Authority's animal control facility, and to employ the necessary personnel to do any and all other things
necessary or desirable to provide efficient, economical and lawful Animal Control Services to the
Member Agencies.
Section 5.3. Joint Maintenance and Operation Fund. The Board of Directors shall have a joint
maintenance and operation fund (herein called the "Operating Fund"). The Authority shall assume
responsibility for the maintenance and operation of the Operating Fund and shall pay the administrative
and operational expenses of the Authority and all maintenance and operation costs of the Joint Facilities
from said Operating Fund. Each of the Member Agencies shall pay into said Operating Fund its
proportionate share of the maintenance and operation costs of the Joint Facilities, computed on the basis
set forth in Section 6.3 of this Agreement.
Section 5.4. Capital Acquisition, Improvement and Replacement Fund. The Board of Directors may
create a capital acquisition and replacement fund ("Capital Fund") for the purpose of creating a fund for
the acquisition and construction of the Joint Facilities and any other capital improvements owned or
controlled by the Authority, and the replacement and acquisition of capital equipment and property of the
Authority. Each Originating Member Agency shall annual ly pay into said Capital Fund its proportionate
share of capital costs, including principal and interest payments on outstanding Bonds, if any, as provided
in Section 63. If there is a future need for contributions to the Capital Fund by any new Member Agency,
all members shall contribute a proportionate share thatis commensurate with each member's proportional
operating expenses.
ARTICLE VI
BUDGET/COSTS, MAINTENANCE AND
OPERATION COSTS AND OTHER COSTS
Section 61. Annual Budget. The Board of Directors shat t adopt a preliminary budget for maintenance
and operation costs, capital costs, costs of special services, and debt service payments or redemption
expenses on Bonds (if any), annually prior to June 1 of each year and shall adopt a final budget prior to
June 30 of each year.
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Each Member Agency shall approve the contribution of its allocated proportional share of the total
estimated annual costs and expenses in the budget, as set forth in Section 6.3, prior to final adoption of
the budget by the Board of Directors on or before June 30 of each year.
Section 6.2. Records and Accounts. The Authority shall cause to be kept accurate and correct books of
account, showing in detail the capital costs, costs of special services and maintenance, operation costs of
the Joint Facilities and the provision of the Animal Control Services, and all financial transactions of the
Member Agencies relating to the Joint Facilities and the provision of the Animal Control Services, which
books of account shall correctly show any receipts and also any costs, expenses, or charges paid or to be
paid by each of the Member Agencies. Said books and records shall be open to inspection at all times
during normal business hours by any representative of a Member Agency, or by any accountant or other
person authorized by a Member Agency to inspect said books or records. The Controller/Treasurer shall,
in accordance with Sections 6505 and 6505.6 of the Act, cause the books of account and other financial
records of the Authority to be audited annually by an independent public accountant or certified public
accountant.
Section 6.3. Allocation of Costs and Expenses: Generally.
Section 6.3.1. Annual Estimate. After adoption of the preliminary budget and prior to June I of
each year, the Authority shall promptly furnish to each of the Member Agencies an estimate of the
total annual maintenance and operation costs, capital costs, costs of special services, and debt
service payments or redemption expenses on Bonds (if any).
Section 6.3.2. Operative Costs. The proportion of Operating Costs to be borne by each Member
Agency shall be determined by the Executive Director each year prior to March 1, and the
Executive Director shall submit these percentages to the Board of Directors for review,
modification and/or approval on or before June 1 of each year. The Board of Directors may
modify the manner in which each Member Agency's contribution to Operating Costs is
determined or calculated by a four-fifths (4/5) vote of the Board of Directors.
Section 6.3.3. Capital Acquisition Costs, Costs of Special Services, Bond Expenses. Costs of
acquiring new equipment or constructing new facilities, costs of special services and Bonds
interest and redemption expenses (if any) shall be borne by each Member Agency in the same
proportion as Operating Costs determined, pursuant to Section 6.3.2, for the Fiscal Year in which
the cost is incurred.
Section 6.3.4. Capital Costs. The proportion of capital replacement costs to be borne by each
Member Agency annually shall be the same proportion as Operating Costs borne by that Member
Agency for that Fiscal Year as determined pursuant to Section 6.3.2.
Section 6.3.5. Insurance Costs. The premiums for the insurance policies described in Section
3.10 shall be apportioned among the Member Agencies in the same manner as each Member
Agency's yearly percentage of Operating Casts, as determined pursuant to Section 6.3.2. In the
event of any claim for damages which is notcovered by insurance, or which exceeds the limits of
any applicable policy of insurance, the Member Agencies agree to allocate among themselves the
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uninsured costs of defending such claim, and the uncovered costs of settlement or judgment, if
any, in the same proportions as the percentage share of Operating Costs of each Member Agency
as established pursuant to Section 6.3.2 at the time the claim is filed with the Authority.
Section 6.4. Payment of Costs. Beginning on the Effective Date of this Agreement, and quarterly in
advance thereafter for each Fiscal Year, each Member Agency agrees to pay the Authority its allocated
proportional share of the total estimated annual costs and expenses, as set forth in Section 6.3.
Section 6.5. Sources of Funds. Each Member Agency shall provide thefunds required to be paid by it
to the Authority under this Agreement from any source of funds legally available to such Member Agency
for such purpose.
Section 6.6. Level of Services and Charges to Member Agencies. All Member Agencies shall receive
Che same level of service for their contributions, regardless of the amount of their contribution. The levels
of service are reflected in Exhibit A, and these services may be amended from time to time.
Section 6.6.1. Level of Service Adjustment Due to New Member Agency. No later than three (3)
years after the effective date of this Agreement, the Authority will conduct an internal review of
its level of service for any new Member Agency to determine if the initial estimate of the
necessary level of service for thatjurisdiction is appropriate. In the event a higher or lower Level
of service is warranted based upon such audit, the Member Agencies may adjust the Operating
Costs accordingly, pursuant to Section 6.3.2.
Section 6.7. New Member Agency Contribution and Payment Terms. This Agreement was created to
accommodate the inclusion of a new Member Agency, the City of Mountain View. Pursuant to Section
2.10, the City of Mountain View wit I contribute the following amounts pursuant to the terms stated herein
as consideration for its Member Agency status. The City of Mountain View will pay a total of up to
Three Hundred Thousand Dollars ($300,000.00), payable to the Authority in the following manner: One
Hundred Thousand Dol tars ($100,000.00) due on the Effective Date of this Agreement, and the remainder
paid to the Authority no later than the first day of the following fiscal years in Forty Thousand Dollar
($40,000.00) increments until paid in full. This contribution amount is based upon new construction
costs for animal housing spaces at the Authority, as well as one vehicle for Authority staff use. If the
costs for construction and purchase of a vehicle are less than Three Hundred Thousand Dollars
($300,000.00), the City of Mountain View will be responsible to pay the Authority the Lesser amount.
The difference will be deducted from the final payment(s) owed the Authority. Mountain View agrees
that any new asset and/or equipment purchased with these funds are the property of the Authority, not of
Mountain View.
Section 6.7.1. Earlv Termination. Mountain View also agrees that in the event its Legislative
Body votes to terminate its status as a Member Agency prior to five (5) years from the Effective
Date of this Agreement, then Mountain View will be liable for early termination liquidated
damages. The Member Agencies agree that, in the event Mountain View terminates this
Agreement prior to five (5) years from the Effective Date of this Agreement, the Authority and its
remaining Member Agencies will suffer damages and will incur other costs and expenses of a
nature and amount which is difficult or impractical to determine. The Member Agencies agree
Chat by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way
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of penalty, Mountain View shall pay to the Authority liquidated damages of a sum equivalent to
two-thirds (2/3) of its annual contribution for the remaining balance of that five (5) year period
and any unpaid initial contribution amount, as described in Section 6.7. In the event that said
liquidated damages are not paid, Mountain View agrees that the Authority or any of its remaining
Member Agencies may use all available legal remedies to obtain the amount of said unpaid
damages. In the event of any litigation resulting from such a dispute as to liquidated damages,
Mountain View agrees to waive any affirmative defense as to the reasonableness and/or
imposition of the liquidated damages.
ARTICLE VII
ENFORCEMENT
Section 7.1. Enforcement by Authority. The Authority is hereby authorized to take any or all legal or
equitable actions, including but not limited to injunction and specific performance, necessary or permitted
by law, to enforce this Agreement.
ARTICLE VIII
WITHDRAWAL OF A MEMBER AGENCY
Section 81. Agreement Continues. Notwithstanding the provisions of Section 9.1, each Member
Agency agrees that the withdrawal of a Member Agency pursuant to this Article VIII is not intended to
and will not terminate this Agreement or affect the ability of the Board of Directors or the remaining
Member Agencies to carry out and fulfill the purposes of this Agreement.
Section 8.2. Withdrawal. A Member Agency may withdraw from the Authority and this Agreement by
filing written notice thereof with the Authority. Withdrawal will take effect on July 1 of any year
provided there is a least six months advance notice. The withdrawal of any Member Agency from the
Authority shall in ^o way affect the rights and obligations of the remaining Member Agencies. A
withdrawing Member Agency is still obligated for all payments due from it for the fiscal year of the
withdrawal, and in the case of the City of Mountain View, it is also obligated for all payments specified
in Section 6.7 in the event of early termination. Further, in the event of withdrawal of a Member Agency,
the following terms and conditions will apply:
Section 8.2.1. Withdrawal shall not relieve the party of its proportionate share of any debts,
liabilities or other contractual commitments incurred by the Authority prior to the effective date of
the party's withdrawal; and
Section 8.2.2. If Bonds have been issued and the withdrawing Member Agency benefits directly
or indirectly from the Bonds issued and outstanding, the Member Agency shall notwithdraw from
[he Authority until such time as all of those Bonds and the interest thereon shall first have been
paid in full or provision for such full payment shall first have been contractually made with the
Authority and approved by the Board of Directors; and
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Section 8.2.3. The obligations of the withdrawing Member Agency shall have been paid in full
and provision for repayment of any other indebtedness which may exist shall be covered by an
agreement made between the Authority and the Member Agency and approved by the Board of
Directors.
Section 8.3. Non-Distribution of Assets Uuon Withdrawal or Subsequent Dissolution. A withdrawing
Member Agency will have no entitlement to any Assets or Cash Reserves (See Section 9.3 for definition
of term) of the Authority nor any distribution or reimbursement of any kind from the Authority upon
withdrawal or in the event of the Authority's subsequent dissolution.
Section 8.4. Restrictions. Any withdrawal from participation in this Agreement is subject to the
restrictions on withdrawal contained in Sections 8.2 and 8.3, above. In addition, each withdrawing
Member Agency, upon its withdrawal, waives any right to seek a judicial apportionment of any interest it
may have in the Authority, including any interest in any Assets or Cash Reserves of the Authority.
ARTICLE IX
TERMINATION OF THE AGREEMENT AND
DISSOLUTION OF THE AUTHORITY
Section 9.1. Termination. This Agreement shall terminate and the Authority shall be dissolved upon an
agreement of all Member Agencies. Upon termination of this Agreement, any obligation of the Authority
which continues following dissolution shall be borne by the Member Agencies based on the percentages
determined pursuant to Section 9.3.
Section 9.2. Effective Date of Termination. Termination shall not under any circumstances become
effective until June 30 next succeeding a minimum of twelve (12) months following the effective dateof
a written notice of termination to the Board of Directors approved by all Legislative Bodies of the current
Member Agencies.
Section 9.3. Disposition of Assets. Upon dissolution of the Authority, each Originating Member
Agency shall receive its proportionate share of the assets of the Authority as defined in this Section
within a reasonable amount of time after dissolution, and each Originating Member Agency shall
contribute its proportionate or otherwise defined share toward the discharge of any enforceable liabilities
incurred by the Authority as the same appear on the books of the Authority. Upon the termination of this
Agreement, any assets acquired by the Authority during the period of its existence and still on hand and
all unencumbered cash reserves (collectively, "Assets and Cash Reserves") shall be distributed to the
Originating Member Agencies in thefollowing manner: The total amount of maintenance and operating
costs paid by each Originating Member Agency into the Operating Fund during the entire existence of the
Authority shall be added together and the percentage which each Agency's total bears to the whole shall
be determined. The Assets and Cash Reserves shall be divided among the current Member Agencies
based on the above percentage, based on appraised value of the assets at the time of termination. In the
event the Originating Member Agencies cannot agree on how the distribution of Assets and Cash
Reserves pursuant to the distribution method set forth in this Section should be implemented, the City
Managers of all of the Originating Member Agencies, or their respective designees, shall meet promptly
to develop a method for distributing the Assets and Cash Reserves among the Originating Member
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Agencies. New Member Agency Mountain View shall receive only its proportional cash reserves it
contributed to during its membership, if any.
Section 9.4. The distribution of assets may be made in kind or assets may be sold and the proceeds
thereof distributed to the Member Agencies at the time of dissolution after the discharge of all
enforceable Liabilities.
Section 9.5. Continued Existence of Authority. Upon dissolution, this Agreement and the Authority
shall continue to exist as required or necessary for the limited purpose of distributing the Assets and Cash
Reserves and winding up and closing out the business, accounts and affairs of the Authority.
ARTICLE X
MISCELLANEOUS
Section 10.1. Section HeadinQS. All section headings in this Agreement are for convenience of
reference only and are not to be construed as modifying or governing language in the section referred to
or to define or limit the scope of any provision of this Agreement.
Section 10.2. Consent. Whenever in this Agreement any consent or approval is required, the same shall
not be unreasonably withheld.
Section 10.3. Law Governin¢. This Agreement is made under the Constitution and laws of the State of
California and is to be so construed.
Section 10.4. Amendments. This Agreement may be amended at any time, except as limited by Bond
covenants, if any. All amendments to the Agreement must be in writing, and must be approved by the
legislative Bodies of the Member Agencies prior to becoming effective.
Section 10.5. Severability. In the event any provision of this Agreement is determined to be illegal or
invalid for any reason, all other provisions and articles of Chis Agreement shall remain in full force and
effect unless and until otherwise determined. The it legality of any provision of this Agreement shall in no
way affect the legality and enforceability of any other provisions of this Agreement.
Section 10.6. Successors. This Agreement shall be binding upon and shall inure to the benefit of the
successors of the respective Member Agencies. No Member Agency may assign any right or obligation
hereunder without written consent of the other Member Agencies.
Section 10.7. Notice. Any notice required to be given or delivered by any provision oP this Agreement
shall be personally delivered or deposited in the U.S. mail, postage prepaid, addressed to the Authority
and to the Member Agencies at their addresses as reflected in the records of the Authority, and shall be
deemed to have been received by the party to which the notice is addressed upon the earlier of receipt or
72 hours after mailing.
Section 10.8. Counterparts. This Agreement may be signed in counterparts, which together shall
constitute one agreement. If this Agreement is signed in counterparts, no signatory hereto shall be bound
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until all Parties named below have duly executed, or caused to be duly executed, a counterpart of this
Agreement.
~Signamres on next page.
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EXECUTION OF AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested
by their proper officers thereupon duly authorized and their official seals to be hereto affixed on the dates
as shown herein.
MEMBER AGENCIES
APPROVED AS TO FORM:
By:
Its:
Date:
ATTEST:
B y:
Its:
Date:
APPROVED AS TO FORM:
By:
Its:
Date:
ATTEST:
By:
Its:
Date:
APPROVED AS TO FORM:
By:
Its:
Date:
ATTEST:
B y:
Its:
Date:
C[TY OF CAMPBELL, a municipal corporation
By:
Its:
Date:
CITY OF MONTE SERENO, a municipal corporation
By:
Its:
Date:
CITY OF SANTA CLARA, a municipal corporation
By:
Its:
Date:
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Approved by the SVACA Board of Directors on March 22, 2012
APPROVED AS TO FORM: CITY OF MOUNTAIN VIEW, a municipal corporation
By: By:
Its: Its:
Date: Date:
ATTEST:
B y:
Its:
Date:
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Approved ny the SVACA Board of Directors on March 22, 2012
EXHIBIT "A"
ANIMAL CONTROL SERVICES
The term "Animal Control Services" in the Agreement to which this Exhibit "A" is attached means all of the
following services:
A. Field Services
Field services means all of the following services, including any vehicles, communications
equipment, office supplies, field and administrative personnel, and any other personnel, supplies and
equipment, reasonably required to perform the following services (the "Field Services"):
• Pick up of confined stray dogs, cats, and other small animals, including, rabbits, chickens,
turkey, geese, and ducks, and excluding confined wildlife as defined in Section 711.2 of the
California Fish and Game Code, such as opossums, raccoons, skunks, or squirrels
• Pick up confined stray livestock, including horses, pigs, goats, sheep, and donkeys
• Pickup of deceased animals, including wildlife, as described in more detail below under the
description of Deceased Animal Services
• Pickup of injured stray dogs or cats and other small animals, without regard Co weight, and
injured wildlife weighing fifty pounds (501bs.) or less, that are located on public property or
readily accessible on private property with the permission of the property owner or occupant
or the property owner's or occupant's authorized agent
• Respond to emergency calls such as animals requiring rescue or animals attacking people
• Investigating complaints of animal bites or attacks on humans, including the completion of a
report interviewing the parties involved, quarantining animals which have bitten humans,
preparing and transporting biting animals for rabies testing, and investigating alleged
violations of a quarantine
• Response to calls for removal of venomous snakes in a private residence and on private
property
• Investigating complaints of vicious dogs and provide administrative hearings
• Investigating complaints of dangerous animals and provide_administrative hearings
• Responding to complaints of animals running at large
• Responding to complaints of domestic animals causing a nuisance, except domestic animals
making noise, and provide follow-up patrol
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• Respond to police assist calls on animal-related issues, which service may include taking
control of an animal on the scene
• Investigate complaints regarding the lack of proper care, condition, or attention of domestic
animals by their owners
• Investigate complaints regarding cruelty to animals
• Investigate complaints regarding exceeding the limit of the maximum number of animals
• Investigate complaints regarding unsanitary conditions
• Provide Community Outreach Humane Education programs to local schools as well as
presenting programs to civic groups and organizations, Neighborhood Watch,
homeowners groups and more
• Provide animal safety training for service workers (i.e. postal employees, meter readers)
• Issue administrative and criminal citations as necessary
• Participate in Santa Clara County Disaster Preparedness Team
B. Shelter Services
Shelter Services means all of the following services, including shelter facilities, supplies, animal care
specialists, supervisors and administrative personnel, and any other personnel, supplies and
equipment reasonably required to perform the following services (the "Shelter Services"):
• Shelter of abandoned, impounded, lost or stray domestic animals brought to the shelter by a
Member Agency, a resident residing in a Jurisdictional Area, or shelter personnel
• Quarantine of biting animals
• Rabies testing of suspect animals
• Provision far surrender and reclaim of abandoned, lost or stray domestic animals during
established business hours
• Provide adoption program to include offsite adoption events
• Provide after hours receiving kennels for stray healthy animals
• Save all healthy or treatable animals by return to owner, placement with a placement partner,
or adoption
• Hold periodic adoption events at the animal care center
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• Euthanasia and disposal of unhealthy domestic animals that fail to meet the written health
and temperament standards of the shelter
C. Medical Services
Medical Services means all of the following services, including office facilities, supplies, and
professional and trained personnel necessary to perform the following services (the "Medical
Services") by staff or through contracts:
• Provision of veterinarian services by staff or through contracts Cwenty-four (24) hours per day
to treat and provide veterinarian care to stray dogs, cats, and other impounded animals that
may be sick or injured
• Monitor quarantined biter animals
• Conduct vaccination clinics and have available, free of charge to the public, rabies control
information.
• Operate public low cost spay/neuter clinic
D. Deceased Animal Services
Deceased Animal Services means all of the following services, including any vehicles, storage
facilities, disposal mechanisms, field, and administrative personnel, and any other personnel,
supplies, contracts and equipment required to perform thefollowing services (the "Deceased Animal
Services"):
• Pick up of deceased animals, including wildlife and except livestock, from streets and public
property within Jurisdictional Areas, or from private property within Jurisdictional Areas
with the permission of the property owner, occupant or a representative of the property owner
or occupant
• Identification of and notification to the owner of the deceased animal, whenever possible
• Disposal of the body of the deceased animal
E. Animal Licensine Services
Animal Licensing Services means all of the following services, including any vehicles, office
facilities, supplies, equipment and personnel necessary to perform the following services (the
"Animal Licensing Services"):
• Computerized animal licensing including up to two delinquent notices on license
renewals
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• Animal Control Officer contact for delinquent licenses when necessary
• Provide licenses at animal care center
• Comprehensive community outreach program, to include issuing licenses at vaccination
and spay/neuter clinics
• Distribute licensing information through local veterinarians and on web site
• Issue assistance animal identification tags to qualified residents as required by state law
F. Other Services For Which a Fee Mav Be Chareed
• Pick up owned animals
• Provide humane traps to the public to capture sick, injured, or nuisance domestic animals
• Provide volunteer opportunities
• Provide onsite dog training
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Approved by the SVACA Board of Directors on March 22, 2012