16-0419_ORANGE, COUNTY OF_F6_Agenda ReportCity of San Juan Capistrano
Agenda Report
TO: Honorable Mayor and Members of the City Council
FROM: ~n Siegel, City Manager
PREPARED BY: Lindsey Stigall, Senior Executive Assistant
DATE: April19, 2016
4/19/2016
F6
SUBJECT: Consideration of Animal Care Services Agreement and Animal
Shelter Participation Agreement with the County of Orange
RECOMMENDATION:
1. Approve Animal Care Services Agreement with the County of Orange; and
2. Approve New Shelter Participation Agreement with the County of Orange; and
3. Authorize the City Manager to execute said Agreements.
EXECUTIVE SUMMARY:
The City contracts with Orange County Animal Care Services (OCACS) for animal
services. The existing agreement between the City and the County is set to expire at
the end of the fiscal year. The County is moving forward with plans to construct a new
shelter facility in Tustin, with costs shared among the County and contract cities. Staff
is recommending the City Council approve the Animal Care Services and Participation
Agreements, committing to a ten-year partnership with the County. The City's share of
the $35 million facility is approximately $270,000.
DISCUSSION/ANALYSIS :
The City of San Juan Capistrano has contracted with OCACS since the City's
incorporation. Services provided under the agreement are generally categorized as
Animal Control (e.g. emergency response, impounding of stray animals, investigations,
etc.), Animal Care Special Services (e.g. animal license and renewal), and Animal
Shelter Services (e.g. adoptions, retention of impounded animals, veterinary services
rescue group coordination, etc.). The City's budget for these services in the current
fiscal year is approximately $138,000.
City Council Agenda Report
April19, 2016
Page 2 of 3
The City's agreement with OCACS is set to expire at the end of the fiscal year. The
OCACS is aggressively moving forward with plans to construct a new, state-of-the-art
shelter facility at the former Marine Corps Air Station Tustin site. In fact, the Board of
Supervisors has awarded a contract for design and construction of the new facility, and
construction is scheduled to begin in late summer 2016.
The construction cost estimate for the new shelter is $35 million. In addition to
providing the land, the County is funding $5 million of the cost. The maximum
construction cost for contract cities is $30 million, apportioned by historical pro-rata use
of the County shelter. The City of San Juan Capistrano is one of eighteen cities that
currently contracts with OCACS. The City's share of the construction cost is $270,168,
which equates to less than $30,000 per year over the proposed ten-year term of the
Agreement.
The County is seeking a commitment from its contract partners by April 30. After this
deadline, the County will not add any city to the OCACS contract for a period of three
years to allow for appropriate sizing and establishment of operational protocols for the
new shelter. In recent weeks, some South County cities have elected to contract with
alternative providers (i.e. other cities, non-profit groups) for animal shelter services. For
this reason, the County has included scalability in its design/build contract to address
sizing that reflects the service needs for the actual number of cities that opt into
contracts. Importantly, the largest contract cities have indicated an intention to continue
contracting with the County.
In past years, the City of San Juan Capistrano has explored partnerships with
neighboring cities. Recently, staff has had conversations with other city managers
about potential partnerships, but no opportunities currently exist. Additionally,
contracting with another provider would be significantly more expensive than with the
agreement with the County. Consequently, staff is recommending the City Council
maintain its partnership with OCACS for animal care and shelter services by approving
the draft Participation Agreement (Attachment 1) and a long-term (1 0 year) Service
Agreement (Attachment 2). The County is requiring that the Service Agreement be
approved simultaneously with the Participation Agreement. These agreements were
negotiated by a committee of city managers and have been approved by the City
Attorney.
Additionally, the County is taking considerable efforts to improve and upgrade the
services it provides by securing the services of a shelter expert to assist in evaluating
current operations and making recommendations for best practices. City staff has
already been contacted as part of this effort. The final recommendations will be
reviewed with contract cities, animal advocates, rescue groups and the general public in
the preparation of an action plan.
City Council Agenda Report
April 19, 2016
Page 3 of 3
FISCAL IMPACT:
The City currently budgets approximately $138,000 annually for animal care and shelter
services. Under the proposed agreement, the City's share of the $35 million new
shelter facility is roughly $270,000. The Participation Agreement allows for payments
by cities to be made over a 1 0-year period. This equates to $27,000 per year
(Attachment 3). Pending City Council approval of the recommended action, staff will
include sufficient funding for these services in the Fiscal Year 2016-17 and 2017-18
budget.
ENVIRONMENTAL IMPACT:
Conceptual design and CEQA work for the new shelter has already been completed by
Orange County Public Works.
PRIOR CITY COUNCIL REVIEW :
Not applicable .
COMMISSION/COMMITIEE/BOARD REVIEW AND RECOMMENDATIONS:
Not applicable.
NOTIFICATION :
OCACS
ATIACHMENT(S):
Attachment 1 -Participation Agreement
Attachment 2 -Animal Care Services Agreement
Attachment 3-Construction Cost Participation Formula
PARTICIPATION AGREEMENT
This PARTICIPATION AGREEMENT, dated for reference as of _______ _
2015 (the "AGREEMENT"), is by and among the COUNTY OF ORANGE (the
"COUNTY"), and the cities of [Participating cities subject to change] ANAHEIM,
BREA, CYPRESS, FOUNTAIN VALLEY, FULLERTON, GARDEN GROVE,
HUNTINGTON BEACH, LAGUNA HILLS, LAKE FOREST, ORANGE,
PLACENTIA, RANCHO SANTA MARGARITA, SAN JUAN CAPISTRANO,
STANTON, TUSTIN, VILLA PARK, and YORBA LINDA (each, a "CITY," and
collectively, the "CITIES" and, together with the County, the "PARTIES").
RECITALS
A. WHEREAS, COUNTY and each CITY are, or concurrent with the execution of this
AGREEMENT, will become, parties to an Agreement for Provision of OC Animal
Care Services (the "SERVICES AGREEMENTS"); pursuant to which COUNTY
provides animal care services ("SERVICES") in the jurisdictional boundaries of the
signatory cities, and;
B. WHEREAS, COUNTY provides the SERVICES t0 the CITIES, as well as to the
unincorporated areas of the COUNTY, through OC Animal Care ("OCAC"), and;
C. WHEREAS, COUNTY owns, and through OCAC operates, an animal care shelter
facility at 561 The City Drive South, Orange, California (the "EXISTING
SHELTER"), and;
D. WHEREAS, the PARTIES agree that, owing to the age and condition ofthe EXISTING
SHELTER, it is now desirable to construct a new facility (the "NEW SHELTER") in
which to provide enhanced shelter and care services which will benefit the citizens of
each of the PAR TIES, and;
E. WHEREAS, the PARTIES acknowledge that the construction of the NEW SHELTER will
impact the operational costs of providing SERVICES pursuant to the SERVICES
AGREEMENTS, which costs are shared among the parties in proportion to their usage of
the SERVICES; and
F. WHEREAS, each PARTY agrees that the construction ofthe NEW SHELTER is a
benefit to, and necessary to meet the social needs of, each PAR TIES' respective
citizens, and, therefore, the PARTIES desire to enter into this AGREEMENT to set
ATTACHMENT 1
forth terms governing the construction of the NEW SHELTER and the allocation
among the PARTIES, and the method of payment of, the increased costs of
SERVICES resulting from the construction ofthe NEW SHELTER.
NOW, THEREFORE, in consideration ofthe foregoing recitals of fact, the mutual
covenants and conditions contained herein and other consideration, the value and
adequacy ofwhich are hereby acknowledged, the PARTIES agree as follows:
1. Design & Co nstr uct
1.1. COUNTY Responsibilities: COUNTY shall be responsible for the design;
preparation of all studies, analyses and documents necessary to deliver the NEW
SHELTER, including any CEQA environmental documentation; obtaining all
permits; administration; and construction of the NEW SHELTER.
1.2. Site: Construction of the NEW SHELTER is sited for the 10 acre area of land
on the Old Tustin Air Force Base located at the 1500 block of Armstrong
A venue in Tustin, CA and identified on Exhibit A, attached hereto (the "SITE").
1.3. Design Concept: COUNTY has developed the initial design concept ofthe
NEW SHELTER, attached hereto as Exhibit B. The design ofthe NEW
SHELTER is scalable based on usage needs. COUNTY shall use best efforts to
scale the final design of the NEW SHELTER to a size reasonably appropriate
for the total requirements of those CITIES that elect to be parties to this
AGREEMENT.
1.4. Project Development: COUNTY has or shall retain the services of a licensed
design-build contractor ("CONTRACTOR") to perform further design and all
engineering, planning, preparation of plans and specifications, and complete
construction of the NEW SHELTER, including construction management and
post-construction activities, pursuant to a written agreement between COUNTY
and CONTRACTOR, as the same may be amended from time to time (the
"CONSTRUCTION CONTRACT").
1.5. Design Advisory Board: COUNTY shall establish a Design Advisory Board
(the "DESIGN ADVISORY BOARD") to provide input to COUNTY regarding
the design ofthe NEW SHELTER. COUNTY shall, in good faith, reasonably
consider the input of the DESIGN ADVISORY BOARD in making
COUNTY'S determinations regarding the design ofthe NEW SHELTER.
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Nevertheless, COUNTY is not bound to follow the recommendations of the
DESIGN ADVISORY BOARD and the ultimate determination as to the
design of the NEW SHELTER rests entirely with COUNTY. The DESIGN
ADVISORY BOARD shall consist of at least three staff members from the City
Managers Association Animal Care Committee referenced in Paragraph IV of
Exhibit A ofthe SERVICES AGREEMENT. At least two (2) of the staff
members shall be chosen collectively by those CITIES whose shelter usage each
individually constituted more than eight percent (8%) of total usage ofthe
EXISTING SHELTER for fiscal year 2014/2015. The third staff member shall
be chosen by mutual agreement of the remaining CITIES.
1.6. Use of NEW SHELTER. The completed NEW SHELTER shall be owned by
COUNTY and shall be used by COUNTY for the provision of SERVICES for
contracting cities and COUNTY unincorporated areas, as needed, pursuant to
the terms of current and future SERVICES AGREEMENTS. In the event
COUNTY elects to discontinue usage of the NEW SHELTER for animal
sheltering purposes prior to December 31, 2066, COUNTY shall offer to those
CITIES then currently contracting with COUNTY to receive SERVICES
pursuant to a SERVICES AGREEMENTS the opportunity to lease the NEW
SHELTER strictly for animal sheltering purposes until such date, at a costs of
$1.00 per year plus all rental costs, if any, owed to SOCCCD pursuant to the
Ground Lease to be entered into between COUNTY and SOCCCD pursuant
to the LETTER OF INTENT defined below (the "GROUND LEASE").
Each and every CITY exercising this option shall be responsible for all
operational costs; utility costs; maintenance, alteration, repair and
improvement costs; and any other costs of sustaining and operating an
animal shelter at the SITE and shall indemnify COUNTY for any costs or
liabilities resulting from or relating to the SITE. Upon exercise of the
option, the COUNTY and the optioning CITIES shall use best efforts to
negotiate mutually agreeable terms for the resulting lease. If the PARTIES
cannot agree to mutually agreeable terms within one hundred and eighty (180)
days after the exercise of the option, the option will terminate. The option
provided for in this subsection is exclusive to those CITIES described above and
may only be exercised collectively by those CITIES that elect to exercise the
option or, if only one CITY wishes to do so, by that single electing CITY. The
option must be exercised, if at all, within one hundred and eighty (180) days
after COUNTY notifies CITIES of its decision to discontinue use ofthe NEW
SHELTER for animal sheltering purposes. The option provided herein shall be
contingent upon the GROUND LEASE not terminating by its terms prior to
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COUNTY obtaining fee hold possession of the SITE. In the event COUNTY
does not yet have fee hold possession of the SITE as of April 29, 2034, the
expiration date ofthe GROUND LEASE, COUNTY shall, at least six months
prior to that date, consult with those CITIES then contracting with COUNTY
for SERVICES regarding proposed methods of accessing continued use of the
SITE. Upon execution of the GROUND LEASE, COUNTY and CITIES shall
consult regarding any assistance CITIES can provide to facilitate and expedite
conveyance ofthe SITE to COUNTY.
1. 7. Contingency: All obligations created by this Agreement are contingent upon
the full execution of the GROUND LEASE and receipt of possession of the
SITE by COUNTY.
2. Construction Costs Allocation
2.1 Total Costs: Total cost of NEW SHELTER construction shall include: a) all
design development costs; b) all costs incurred by COUNTY pursuant to the
CONSTRUCTION CONTRACT; c) all site preparation costs; d) all costs of
fixtures; e) all costs incurred by COUNTY under the Amended and Restated
Agreement for the Exchange of Real Property to be entered into between
COUNTY and the South Orange County Community College District (the
"SOCCCD") pursuant to the Letter of Intent Regarding the Proposal to Ground
Lease SOCCD Exchange Parcel to County of Orange For Development as
Animal Care Center/ Amendment of County-SOCCCD Land Exchange
Agreement, which Letter oflntent is attached hereto as Exhibit C (the
"LETTER OF INTENT"), as the same may be amended from time to time, as
well as any costs incurred pursuant to the LETTER OF INTENT itself; and f)
any and all other costs incurred by COUNTY for any construction or
construction related activity on the Site incurred in connection with the NEW
SHELTER (the "ACTUAL CONSTRUCTION COSTS"). The maximum
amount to be paid hereunder as ACTUAL CONSTRUCTION COSTS is set
forth on Exhibit D, attached hereto (the "MAXIMUM CONSTRUCTION
COSTS"). Upon completion ofthe NEW SHELTER, COUNTY shall provide
CITIES with a full accounting of the application of all funds spent on ACTUAL
CONSTRUCTION COSTS.
2.2 COUNTY's Contribution: COUNTY shall contribute toward the construction
of the NEW SHELTER the land upon which the NEW SHELTER shall be
constructed and five million dollars ($5,000,000.00) to be applied toward
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MAXIMUM CONSTRUCTION COSTS. Any COUNTY funds paid by
COUNTY toward ACTUAL CONSTRUCTION COSTS on or after the
execution of this AGREEMENT shall count toward the $5,000,000 to be
contributed by COUNTY and will be applied toward costs of construction as
necessary to cover any discrepancy between available CITY payment funds and
ACTUAL CONSTRUCTION COSTS as they become due and payable.
2.3 CITIES' Contribution: The remainder of MAXIMUM CONSTRUCTION
COSTS beyond the five million dollars ($5,000,00Q.OO) paid by COUNTY
("CITIES' SHARE OF MAXIMUM CONSTRUCTION COSTS") will be
divided among the CITIES based on the formula set forth in Exhibit D, attached
hereto. Each CITY'S respective percentage share of CITIES' SHARE OF
MAXIMUM CONSTRUCTION COSTS, as determined by said formula, is also
set forth on Exhibit D. On that date which is five (5) years after the full
execution of this AGREEMENT, each CITY'S respective percentage share of
CITIES' SHARE OF MAXIMUM CONSTRUCTION COSTS shall be
recalculated based on the same formula as set forth in Exhibit D but using then
current statistical data. If any CITY'S respective percentage share of CITIES'
SHARE OF MAXIMUM CONSTRUCTION COSTS is altered by the
recalculation by more than five percentage points, then each CITY'S total share
of CITIES' SHARE OF MAXIMUM CONSTRUCTION COSTS shall be
recalculated so that the originally calculated percentage shall be applied to one
half of CITIES' SHARE OF MAXIMUM CONSTRUCTION COSTS and the
recalculated percentage shall be applied to the second half of CITIES' SHARE
OF MAXIMUM CONSTRUCTION COSTS. All future payments owed by
each CITY shall be adjusted based on the results of the recalculation of each
such CITY'S total share of CITIES' SHARE OF MAXIMUM
CONSTRUCTION COSTS. If said adjustment results in a reduction in the
amount owning by any CITY that, as of that time, has already fully paid its
share ofthe MAXIMUM CONSTRUCTION COSTS, such reduction shall be
credited as an offset against future charges, if any, under such CITY'S
SERVICES AGREEMENT. If said adjustment results in an increase in the
amount owning by any CITY that, as of that time, has already fully paid its
previously calculated share ofthe MAXIMUM CONSTRUCTION COSTS, the
amount of such increase shall be due and payable pursuant to the same payment
schedule as those CITIES that have not elected to prepay their share of
MAXIMUM CONSTRUCTION COSTS, subject to the same prepayment
option. COUNTY shall, upon request of a CITY, provide the requesting CITY
with copies of the data and documents used to calculate each CITY's percentage
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share of CITIES' SHARE OF MAXIMUM CONSTRUCTION COSTS.
2.4 Payment Schedule: Each CITY shall pay its full share of CITIES' SHARE OF
MAXIMUM CONSTRUCTION COSTS, in addition to costs to be paid in
accordance with such CITY'S SERVICES AGREEMENT, in consideration of
each such CITY'S continuing right to use the NEW SHELTER or the
EXISTING SHELTER or any replacement ofthe NEW SHELTER or the
EXISTING SHELTER (together, or any one ofthem, "SHELTERS") pursuant
to the terms of its SERVICES AGREEMENT, Each CITY'S annual obligation
to make the payments required hereunder is contingent on the COUNTY
making available to such CITY, for the respective year, the use of SHELTERS
pursuant to the terms of such CITY'S SERVICES AGREEMENT. At the
election of each individual CITY, payment of the amounts owing hereunder may
be made in advance of use or may be made over the ten (10) year term of the
SERVICES AGREEMENTS in accordance with the Payment Schedule,
attached hereto as Exhibit E (the "PAYMENT SCHEDULE"). For CITIES
electing not to pay in advance of the scheduled payment, the annual amount
each such CITY shall owe hereunder shall be increased by the formula shown
on the PAYMENT SCHEDULE as the "ADDITIONAL FUNDING COST."
The higher payment amount to be paid by CITIES not electing to pay in advance
represents the cost to the COUNTY of the lost value overtime of the money paid
by COUNTY toward ACTUAL CONSTRUCTION COSTS beyond the
$5,000,000 provided for above. The amounts indicated on the PAYMENT
SCHEDULE further include costs to be incurred by the relevant CITY for each
thirty (30) day period that any payment is overdue. Each CITY
acknowledges that the construction and availability of SHELTERS for
use by each CITY over the term of such CITY'S SERVICES
AGREEMENT is a substantial benefit to such CITY. In the event any
CITY refuses to receive SERVICES from COUNTY in violation ofthe
terms of such CITY'S SERVICES AGREEMENT despite being offered
such SERVICES by COUNTY, or in the case of a default or failure to
pay its cost share in accordance with this AGREEMENT, each CITY
remains obligated to pay to COUNTY its outstanding payments
hereunder as they become due and payable and COUNTY may take any
legal action as appropriate to obtain such payment. Further, the
PARTIES acknowledge that the payments owing hereunder do not
reduce or offset amounts owing pursuant to the SERVICES
AGREEMENTS.
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3. Participation ofNew Cities After Commencement of Construction. After full execution
of this AGREEMENT, no city will be added to the OCAC SERVICES program for a
period of three (3) years from the date first set forth above, to allow for appropriate
sizing and establishment of operational protocols for the NEW SHELTER. If a new
city elects to participate in the OCAC SERVICES program after the three (3) year
period indicated above, and COUNTY elects to provide SERVICES to such city, such
city will be required to pay a pro rata portion of the MAXIMUM CONSTRUCTION
COSTS based on the formula set forth in Exhibit D. Any new participating cities'
contributions pursuant to this section will be applied first toward any necessary
expansion of the NEW SHELTER and the remainder will be deposited into a shelter
maintenance and repair fund (the "SHELTER MAINTENANCE FUND"). COUNTY
shall establish a separate project fund account for all funds allocable to the SHELTER
MAINTENANCE FUND and shall not commingle any other funds in said account. It is
the intention of the PAR TIES that any funds contained in the SHELTER
MAINTENANCE FUND be exhausted prior to any additional contributions by the
PARTIES toward post-construction shelter upgrades or capital improvements. Prior to
contracting to provide SERVICES to a new city, COUNTY shall consult with those
CITIES then currently contracting with COUNTY to rec~ive SERVICES pursuant to a
SERVICES AGREEMENT. COUNTY shaH in good faith consider the input of those
cities in making COUNTY'S determination as to whether to provide SERVICES to the
proposed new city. Nevertheless, COUNTY is not bound to follow the
recommendations of those cities and the ultimate determination as to whether to
provide SERVICES to the proposed city rests entirely with COUNTY.
4. NEW SHELTER Account; Deposit of Funds. Upon the execution of this AGREEMENT,
COUNTY shall establish a separate capital project fund account for all funds of the
PARTIES which are to be applied toward ACTUAL CONSTRUCTION COSTS for the
NEW SHELTER (the "NEW SHELTER ACCOUNT") and shall not commingle any other
funds in said account. Funds payable by any CITY as an additional cost imposed due to
late payment, or that are allocable to COUNTY to reimburse COUNTY for any COUNTY
funds spent on ACTUAL CONSTRUCTION COSTS beyond the $5,000,000
provided for above, or that are to reimburse COUNTY for the lost value over time of the
money paid by COUNTY toward ACTUAL CONSTRUCTION COSTS beyond the
$5,000,000 provided for above, shall not be paid into the NEW SHELTER ACCOUNT but
shall be paid directly to COUNTY for COUNTY'S sole use.
5. Allocation of Excess Funds. Upon final completion of the NEW SHELTER, issuance of a
certificate of occupancy, payment of all ACTUAL CONSTRUCTION COSTS, and
payment of all amounts due pursuant to this AGREEMENT, any unused funds remaining in
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the NEW SHELTER ACCOUNT, but not exceeding an amount equal to the difference
between total ACTUAL CONSTRUCTION COSTS incurred and MAXIMUM
CONSTRUCTION COSTS, shall be credited to those CITIES then obtaining SERVICES
from COUNTY against future charges under each such CITY'S SERVICES
AGREEMENT based on the same percentages that each such CITY paid of the CITIES'
SHARE OF MAXIMUM CONSTRUCTION COSTS. Any funds not distributed in
accordance with the previous sentence shall be deposited into the SHELTER
MAINTENANCE FUND.
6. Operational Commitment. Concurrent with the execution of this AGREEMENT, each
CITY shall enter into a new, amended SERVICES AGREEMENT with COUNTY in
the form attached hereto as Exhibit F (the "AMENDED SERVICES AGREEMENT").
The operational cost for SERVICES owing pursuant to the AMENDED SERVICES
AGREEMENTS, calculated with respect t0 each CITY and unincorporated COUNTY
area, shall include, together with all other annual costs of operation of OCAC, all rental
costs, if any, under the Ground Lease to be entered into between COUNTY and
SOCCCD pursuant to the LETTER OF INTENT. All PARTIES acknowledge that the
division of all operational costs among the PAR TIES allows for costs efficiencies and
operational savings to each PARTY and that each PARTY has entered into this
AGREEMENT and its AMENDED SERVICES AGREEMENT in reliance on such
shared costs and resulting savings. Each CITY, to provide assurance of such continued
cost efficiencies to each remaining PARTY, hereby expresses its commitment to
procure SERVICES fi:om COUNTY for a period of 10 years and acknowledges the
financial burden that any breach ofthis commitment would have on all other
PARTIES. To that end the AMENDED SERVICES AGREEMENTS shall each
provide for a 1 0 year term of service.
7. Defaults and Remedies.
7.1. Defaults. The failure by any PARTY to perform any of its obligations set forth in
this AGREEMENT shall constitute a default ofthis AGREEMENT. Except as
required to protect against further damages, the nondefaulting PARTY may not
institute legal proceedings against the PARTY in default until the nondefaulting
PARTY has provided the defaulting PARTY notice of the default and the
following applicable cure period has expired: (i) the cure period for any monetary
default shall be fifteen (15) calendar days after the defaulting PARTY'S receipt of
written notice from the nondefaulting PARTY that such obligation was not
performed; and (ii) the cure period for any other default shall be thirty (30) days
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after the defaulting PARTY'S receipt ofwritten notice from the nondefaulting
PARTY that such obligation was not performed.
7.2. Remedies Upon Default. Upon the occurrence of any default and after the
defaulting PARTY has received written notice of default and the time period to
cure the default has expired, the nondefaulting PARTY may at its option pursue
damages or specific performance or other legal and equitable remedies the injured
PARTY may have against the defaulting PARTY in accordance with applicable
law. Should any CITY fail to pay any payment due by that CITY hereunder,
COUNTY may take any action as is appropriate to obtain such payment. Nothing
herein shall be construed as COUNTY'S exclllSive remedy for the remediation of
default by a CITY or CITIES, and COUNTY reserves the right to pursue any and
all available rights and remedies at law or in equity.
7.3. Non-refund of Contributions. The payments made by all PARTIES pursuant to
this AGREEMENT shall be used for completion and maintenance of the NEW
SHELTER in the manner described herein and all PARTIES acknowledge and
agree that the completion and maintenance ofthe NEW SHELTER, as well as the
completion of each phase of construction activity and each construction milestone
under the CONSTRUCTION CONTRACT, provides an immediate benefit to
each PARTY and that no payments made pursuant to this AGREEMENT shall be
refunded for any reason other than pursuant to the last sentence of Section 8.l.a.
8. Results of Nonpayment by any CITY.
8.1. Adjustment of Payments Upon Nonpayment:
a) All PARTIES acknowledge that the failure of any CITY to pay any
amount hereunder will result in an increase in the operational costs of sheltering
SERVICES to be divided among all other CITIES. To that end, in the event
any CITY fails to pay, for any other reason, any amount to be paid by that
CITY under this· AGREEMENT, within fifteen (15) days of when such
payment is due, the amount of such nonpayment will be apportioned
among the remaining CITIES such that the remaining CITIES' will be
responsible to pay such unpaid amount. The amounts paid by the
remaining CITIES pursuant to this section will be applied in the following
order: first to replenish any COUNTY funds spent on ACTUAL
CONSTRUCTION COSTS that would have been paid by funds owed by
the nonpaying CITY, second to pay any other amounts due to COUNTY
by the nonpaying CITY pursuant to this AGREEMENT, and the
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remainder to pay ACTUAL CONSTRUCTION COSTS as they come due.
Should the non-paying CITY pay any portion ofthe amount owing, the
increased cost paid pursuant to this subsection by the remaining CITIES
will be reimbursed to the extent of the amount of such repayment. This
section shall apply to each payment obligation owed and not paid by any
CITY as it becomes due and payable and shall not result in any
acceleration of the full amount payable by the nonpaying CITY over the
term ofthis AGREEMENT. In the event any CITY should default in its
obligations under this AGREEMENT and no longer obtain sheltering
SERVICES from COUNTY, COUNTY shall consult with all CITIES then
obtaining SERVICES from COUNTY to discuss methods of cost
reduction that may be made available as a result of such reduction in
sheltering SERVICES usage.
b) It is the intention of all PAR TIES that no funds provided by any
PARTY under this AGREEMENT shall be reimbursed for any other reason than
that set forth in the last sentence of the foregoing subsection (a). If, pursuant to
judicial action or threat thereof, any funds are reimbursed under this
AGREEMENT to any CITY, other than pursuant to the last sentence of the
foregoing subsection (a), the remaining CITIES' will be responsible to pay
to the COUNTY the reimbursed amount.
c) Each CITY's proportional share of any amounts required to be paid by
CITIES pursuant to this section shall be determined based on the formula set forth
on Exhibit D. Each CITY'S resulting incremental increase in contribution
will be due within thirty (30) days of notification by the COUNTY to the
participating CITIES ofthe increased amount owing. The obligation of
CITIES to pay increased amounts under this Section 8 is not intended to
be an exclusive remedy. COUNTY reserves the right to take any action as
is appropriate to obtain payment from any non-paying CITY.
Additionally, each CITY paying increased costs pursuant to this Section 8,
shall have and retain the right to take any action at law or equity as is
appropriate to obtain reimbursement of such increased payment amounts
from the non-paying CITY.
8.2. Impact of Nonpayment upon SERVICES AGREEMENT. In the event any
CITY fails to pay, for any reason, any amount to be paid by that CITY
under this AGREEMENT, such failure shall constitute a default under the
nonpaying CITY's SERVICES AGREEMENT and COUNTY shall have
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the right to immediately terminate such SERVICES AGREEMENT, at its
discretion.
9. Status of COUNTY as Independent Contractor. COUNTY is, and shall at all times be
deemed to be, an independent contractor. Nothing herein contained shall be construed as
creating the relationship of employer and employee, or principal and agent, between any
CITY and COUNTY or any of COUNTY's agents or employees. COUNTY shall retain all
authority for rendition of services, standards of performance, control of personnel, and
other matters incident to the performance of services by COUNTY pursuant to this
Agreement. COUNTY, its agents and employees shall not be considered to be CITY
employees.
10. Governing Law and Venue. This AGREEMENT has been negotiated and executed in the
State of California and shall be governed by and construed under the laws of the State of
California. In the event of any legal action to enforce or interpret this AGREEMENT, the
sole and exclusive venue shall be a court of competent jurisdiction, located in Orange
County, California, and the PARTIES hereto agree to and hereby submit to the jurisdiction of
such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the
PARTIES specifically agree to waive any and all rights to request that an action be
transferred for trial to another county.
11. Term and Termination: This AGREEMENT shall be effective from the date first set
forth above until each PARTY has made the last payment required under this
AGREEMENT, provided that the rights granted with respect to the option created
pursuant to Section 1.6 shall continue in accordance with the terms of Section 1.6.
12. Amendments/Entire Agreement: Amendments to this AGREEMENT must be in
writing and approved by the governing body of each PARTY. This AGREEMENT is
the entire agreement among the parties with respect to the construction of the NEW
SHELTER and it supersedes any prior written or oral agreements with respect to the
subject. Any and all exhibits that may be referred to in this AGREEMENT are by such
references incorporated in this AGREEMENT and made a part hereof.
13. Severability. If any provision ofthis AGREEMENT, or the application thereof, to any
extent, is held by a court of competent jurisdiction to be invalid, void or unenforceable,
such provision, to the extent it is valid and enforceable, and all other remaining provisions
hereof shall remain in full force and effect, to the fullest extent possible, and shall in no
way be affected, impaired or invalidated thereby to the extent such provisions are not
rendered impractical to perform taking into consideration the purposes of this
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AGREEMENT.
14. Attorney 's Fees . In any action or proceeding to enforce or interpret any provision of this
AGREEMENT, or where any provision hereof is validly asserted as a defense, each
PARTY shall bear its own attorney's fees, costs and expenses.
15. Interpretation. This AGREEMENT has been negotiated at arm's length and between
persons sophisticated and knowledgeable in the matters dealt with in this AGREEMENT.
In addition , each PARTY has been represented by experienced and knowledgeable
independent legal counsel of its own choosing or has knowingly declined to seek such
counsel despite being encouraged and given the opportunity to do so. Each PARTY further
acknowledges that is has not been influenced to any extent whatsoever in executing this
AGREEMENT by the other PARTIES hereto or by any person rept€senting the other
PARTIES, or both. Accordingly, any rule or law (including California Civil Code Section
1654) or legal dec ision that would require interpretation of any ambiguities in this
AGREEMENT against the PARTY that has drafted it is not applicable and is waived. The
provisions of this AGREEMENT shall be interpreted in a reasonable manner to affect the
purpose ofthe PARTIES and this AGREEMENT.
16. Co nsent to Breach Not Waive r. No term or provision of this AGREEMENT shall be
deemed waived and no breach excused, unless such waiver or consent shall be in writing
and signed by the PARTY claimed to have waived or consented. Any consent by any
PARTY to, or waiver of, a breach by the other, whether express or implied, shall not
constitute consent to, waiver of, or excuse for any other different or subsequent breach.
17. Authority . The PARTIES to this AGREEMENT represent and warrant that this
AGREEMENT has been duly authorized and executed and constitutes the legally binding
obligation of their respective organization or entity, enforceable in accordance with its
terms.
18. Hold Harmless. Each CITY shall hold harmless, indemnify, and defend COUNTY, its
officers, employees, and agents from and against any and all claims, suits, or actions of
every kind brought for or on account of injuries to or death of any person or damage to
any property of any kind whatsoever and to whomsoever belonging which arise out of
such CITY'S failure to fulfill any payment obligations of such CITY arising pursuant
to this AGREEMENT. COUNTY shall hold harmless, indemnify , and defend each
CITY, its officers , employees, and agents from and against any and all claims, suits, or
actions of every kind brought for or on account of injuries to or death of any person or
damage to any property of any kind whatsoever and to whomsoever belonging which
12
arise out of the performance or nonperformance of COUNTY's covenants and
obligations under this AGREEMENT and which result from the actively negligent or
wrongful acts of COUNTY or its officers, employees, or agents. This provision requiring
COUNTY to hold harmless, indemnify, and defend each CITY shall expressly not apply to
claims, losses, liabilities, or damages arising from actions or omissions, negligent or
otherwise, of any independent contractor providing services pursuant to a contract with the
COUNTY. In the event of concurrent negligence of the COUNTY, its officers, or
employees, and any CITY, its officers and employees, then the liability for any and all
claims for injuries or damages to persons and/or property or any other loss or cost which
arises out of the terms, conditions, covenants or responsibilities of this AGREEMENT shall
be apportioned in any dispute or litigation according to the California theory of
comparative negligence.
19. Appropriations. During the term of this AGREEMENT, for each fiscal year, each CITY
shall make every effort to adopt all necessary budgets and make all necessary
appropriations for all payments due hereunder. The covenant contained in this Section 19
shall be deemed to be, and shall be construed to be, contingent upon the continuing offer by
COUNTY to provide SERVICES and use of SHELTERS to each individual CITY. To the
extent COUNTY offers the provision of SERVICES and use of any SHELTERS to any
CITY, the continued responsibility of such CITY to make all parrnents required hereunder
shall be a duty imposed by law and it shall be the duty of each and every public official of
each CITY to take such actions and do such things as are required by law in performance of
the official duty of such officials to enable the CITY to carry out and perform the covenants
contained in this Section 19. All PARTIES acknowledge that the construction,
maintenance and availability of SHELTERS for the provision of services to all
PARTIES and the division of the costs of constructing and maintaining such
SHELTERS among the PARTIES allows for costs efficiencies and significant savings
to each PARTY and that each PARTY has entered into this AGREEMENT and its
SERVICES AGREEMENT in reliance on such shared costs and resulting savings.
Each PARTY, to provide assurance of such cost efficiencies to each remaining
PARTY, hereby expresses its commitment to fulfill its stated obligations under this
AGREEMENT regardless ofthe term of the AGREEMENT overlapping more than one
fiscal year and acknowledges the financial burden that any breach of the terms ofthis
AGREEMENT will have on all other PARTIES.
20. Assignability. Except as otherwise expressly provided for herein, no PARTY shall assign
any of its obligations or rights hereunder without the consent of all other PARTIES.
21. E xecution in Counterpart. This AGREEMENT may be executed in counterparts, each of
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which, when the PARTIES hereto have signed this AGREEMENT, shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
22. Notices. Any notices required to be given pursuant to this AGREEMENT shall be given in
writing and shall be mailed to all PARTIES to the AGREEMENT, as follows [to be
completed prior to execution]:
To CITY:
To COUNTY:
IN WITNESS WHEREOF, the BoardofSupervisors ofthe COUNTY OF ORANGE has
authorized and directed the Chairman of the Board of Supervisors to execute this Agreement for
and on behalfofthe COUNTY, and [Participating cities subject to change] the CITIES of
ANAHEIM, BREA, CYPRESS, FOUNTAIN VALLEY, FULLERTON, GARDEN
GROVE, HUNTINGTON BEACH, LAGUNA HILLS, LAKE FOREST, ORANGE,
PLACENTIA, RANCHO SANTA MARGARITA, SAN JUAN CAPISTRANO,
STANTON, TUSTIN, VILLA PARK, and YORBA LINDA have caused this
AGREEMENT to be subscribed by each of their duly authorized officers and attested by
their Clerks.
DATE: ____________ __ COUNTY OF ORANGE
Clerk of the Board By:
[The final agreement will contain appropriate signature blocks for participating
CITIES. Following are simply examples ofpossible participants.]
DATE: ____________ __ CITY OF ANAHEIM
City Clerk By:
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DATE: ____________ _
City Clerk
DATE: ____________ _
City Clerk
DATE: ____________ _
City Clerk
DATE: ____________ _
City Clerk
DATE: ____________ _
City C lerk
DATE: ____________ _
City Clerk
DATE: ____________ _
City Clerk
DATE: -------------
15
CITYOFBREA
By:
CITY OF FOUNTAIN VALLEY
By:
CITY OF FULLERTON
By:
CITY OF GARDEN GROVE
By:
CITY OF HUNTINGTON
BEACH
By:
CITY OF LAGUNA HILLS
By:
CITY OF LAKE FOREST
By:
CITY OF ORANGE
City Clerk
DATE: -------
City Clerk
DATE: -------
City Clerk
DATE: -------
City Clerk
DATE: _______ _
City Clerk
DATE: ___________ _
City Clerk
DATE: ______ _
City Clerk
DATE: _________ _
City Clerk
16
By:
CITY OF PLACENTIA
By:
CIT¥ OF RANCHO SANTA
MARGARITA
By:
CITY OF SAN JUAN
CAPISTRANO
By:
CITY OF STANTON
By:
CITY OF TUSTIN
By:
CITY OF VILLA PARK
By:
CITY OF YORBA LINDA
By:
AGREEMENT FOR PROVISION OF
OC ANIMAL CARE SERVICES
BETWEEN
COUNTY OF ORANGE
AND
CITY OF «COMPANY»
«START DATE» THROUGH «END DATE» --
THIS AGREEMENT entered into this «START_DAY» day of «START MONTH»
«START_ YEAR», which date is enumerated for purposes of reference only, is by and between the
COUNTY OF ORANGE, a political subdivision ofthe State of California (COUNTY) and the CITY OF
«COMPANY»«MUNI_CORP» (CITY). This Agreement shall be administered by County of Orange
OC Community Resources (ADMINISTRATOR).
WIT N ESSE T H:
WHEREAS, CITY wishes to contract with COUNTY for the provision of the OC Animal Care
Services described herein; and
WHEREAS, COUNTY is willing and able to provide such services on the terms and conditions
hereinafter set forth:
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NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
ATTACHMENT 2
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CONTENTS
PARAGRAPH PAGE
Title Page ................................................................................................................................ .
Contents................................................................................................................................... 2
Referenced Contract Provisions.............................................................................................. 3
I. Alteration of Terms................................................................................................................. 4
II . Indemnification and Insurance................................................................................................ 4
III. Notices ..................................................................................................................................... 5
IV . Severability.............................................................................................................................. 5
V. Status of the Parties................................................................................................................. 5
VI. Term......................................................................................................................................... 6
VII . Termination............................................................................................................................. 6
VIII. Third Party Beneficiary........................................................................................................... 6
IX . Waiver of Default or Breach................................................................................................... 7
Signature Page ......................................................................................................................... 7
EXHIBIT A
I. Definitions .............................................................................................................................. ..
II . Services to be Provided by County.......................................................................................... 1
III . Payments.................................................................................................................................... 4
IV . City Managers Association Animal Care Committee .... .............. ............ ................... ..... .. .... . 5
V. Laws and Regulations.............................................................................................................. 5
VI. Reports .................................................................. ,................................................................... 6
VII . Records..................................................................................................................................... 7
EXHIBITB
Animal Care Notice ofintent ............................................................................................... 1 Page
«COMPANY2» 2 of7
REFERENCED CONTRACT PROVISIONS
Term: «START_DATE» through «END_DATE»
Notices to COUNTY and CITY:
COUNTY: County of Orange
CITY:
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«COMPANY2))
OC Community Resources
Director's Office
1770 North Broadway
Santa Ana, CA 92706-2642
and
County of Orange
OC Community Resources
OC Animal Care Director
561 The City Drive South
Orange, CA 92868
«CONTACT))
«1 0 B TITLE>>
City of «COMPANY2»
«ADDRESS 1 »
«CITY _STATE_ Z1P»
3 of7
I. ALTERATION OF TERMS
This Agreement, together with Exhibit A and B, attached hereto and incorporated herein by
reference, fully expresses all understanding of COUNTY and CITY with respect to the subject matter of
this Agreement, and shall constitute the total Agreement between the parties for these purposes. No
addition to, or alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless
made in writing and formally approved and executed by both COUNTY and CITY. This Agreement
supersedes any and all previous agreements between the parties relating to the subject matter hereof.
II. INDEMNIFICATION AND INSURANCE
A. CITY agrees to indemnify, defend and hold COUNTY, its elected and appointed officials,
officers, employees, agents and those special districts and agencies for which COUNTY's Board of
Supervisors acts as the governing Board ("COUNTY INDEMNITEES") harmless from any claims,
demands, including defense costs, or liability of any kind or nature, including but not limited to personal
injury or property damage, arising from or related to the services, products or other performance
provided by CITY pursuant to this Agreement. If judgment is entered against CITY and COUNTY by a
court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY
INDEMNITEES, CITY and COUNTY agree that liability will be apportioned as determined by the
court. Neither party shall request a jury apportionment.
B. COUNTY agrees to indemnify , defend and hold CITY, its elected and appointed officers,
employees, agents, directors, members, shareholders and/or affiliates harmless from any claims,
demands, including defense costs, or liability of any kind or nature, including but not limited to,
personal injury or property damage, arising from or related to the services, products or other
performance provided by COUNTY pursuant to this Agreement. If judgment is entered against
COUNTY and CITY by a court of competent jurisdiction because of the concurrent active negligence of
CITY, COUNTY and CITY agree that liability will be apportioned as determined by the court. Neither
party shall request a jury apportionment.
C. Each party agrees to provide the indemnifying party with written notification of any claim
related to services provided by either party pursuant to this Agreement within thirty (30) calendar days
of notice thereof, and in the event the indemnifying party is subsequently named party to the litigation,
each party shall cooperate with the indemnifying party in its defense.
D. Without limiting CITY's indemnification, CITY warrants that it is self-insured or shall maintain
in force at all times during the term of this Agreement, the policy or policies of insurance covering its
operations, placed with reputable insurance companies. Upon request by ADMINISTRATOR, CITY
shall provide evidence of such insurance.
E. Without limiting COUNTY's indemnification, COUNTY warrants that it is self-insured or shall
maintain in force at all times during the term of this Agreement, the policy or policies of insurance
covering its operations, placed with reputable insurance companies. Upon request by CITY, COUNTY
«COMPANY2» 4 of7
shall provide evidence of such insurance.
III. NOTICES
A. Unless otherwise specified, all notices, claims, correspondence, reports and/or statements
authorized or required by this Agreement shall be effective:
1. When written and deposited in the United States mail, first class postage prepaid and
addressed as specified on Page 3 of this Agreement or otherwise directed by ADMINISTRATOR or
CITY;
2. When FAXed, transmission confirmed;
3. When sent by electronic mail; or
4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel
Service, or other expedited delivery service.
B. Termination Notices shall be addressed as specified on Page 3 of this Agreement or as
otherwise directed by ADMINISTRATOR or CITY and shall be effective when FAXed, transmission
confirmed, or when accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel
Service, or other expedited delivery service.
C. Each party shall notify the other party, in writing, within twenty-four (24) hours of becoming
aware of any occurrence of a serious nature, which may expose either party to liability. Such
occurrences shall include, but not be limited to, accidents, injuries, or acts of negligence, or loss or
damage to any COUNTY property in possession of CITY.
D. For purposes of this Agreement, any notice to be provided by COUNTY may be given by
ADMINISTRATOR.
IV. SEVERABILITY
If a court of competent jurisdiction declares any provision of this Agreement or application thereof
to any person or circumstances to be invalid or if any provision of this Agreement contravenes any
federal, state, or county statute, ordinance, or regulation, the remaining provisions of this Agreement or
the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain
in full force and effect, and to that extent the provisions of this Agreement are severable.
V. STATUS OF THE PARTIES
Each party is, and shall at all times be deemed to be, an independent contractor and shall be wholly
responsible for the manner in which it performs the services required of it by the terms of this
Agreement. Each party is entirely responsible for compensating staff and consultants employed by that
party. This Agreement shall not be construed as creating the relationship of employer and employee, or
principal and agent, between COUNTY and CITY or any of either party's employees, agents,
consultants, or subcontractors. Each party assumes exclusively the responsibility for the acts of its
employees, agents, consultants, or subcontractors as they relate to the services to be provided during the
«COMPANY2» 5 of7
course and scope of their employment. Each party, its agents, employees, or subcontractors, shall not be
entitled to any rights or privileges of the other party's employees and shall not be considered in any
manner to be employees of the other party.
VI. TERM
A. The term of this Agreement shall commence as specified on Page 3 of this Agreement.
B. This Agreement shall be effective for the full ten (1 0) year term specified on Page 3 of this
Agreement, provided no notice of termination has been given by COUNTY in accordance with the
Termination paragraph ofthis Agreement.
VII. TERMINATION
A. COUNTY may terminate this Agreement immediately upon default by CITY of its obligations
hereunder or under that Participation Agreement entered into, in the year 2016, between CITY,
COUNTY, and all other cities then contracting for Animal Care Services with COUNTY, for the
purpose of allocating the increased costs of Animal Care Services resulting from the construction of a
new animal shelter.
B. Upon termination, both parties shall be obligated to perform such duties as would normally
extend beyond this term, including but not limited to, obligations with respect to confidentiality,
indemnification, audits, reporting and accounting.
C. Any obligation of COUNTY under this Agreement is contingent upon the inclusion of sufficient
funding for the services hereunder in the applicable budgets approved by the Board of Supervisors. In
the event such funding is subsequently reduced or terminated, COUNTY may terminate this Agreement
upon thirty (30) calendar days written notice given to CITY. Any obligation of CITY under this
Agreement is contingent on COUNTY making available to CITY the continued use of Animal Care
Services pursuant to the terms hereof. CITY acknowledges that other local cities have or will enter into
similar agreements with the COUNTY to provide Animal Care Services for a period of ten (1 0) years,
that the sharing of costs among the COUNTY and all contracting cities allows for costs efficiencies and
operational savings to COUNTY and each contracting city, and that COUNTY and each contracting city
have entered into their Services Agreements in reliance on such shared costs and resulting savings.
CITY further acknowledges that the refusal of CITY to fulfill its obligations under this Agreement
would increase the financial burden of services on COUNTY and all remaining contracting cities. CITY
therefore agrees that it will fulfill its obligations hereunder and acknowledges that COUNTY and the
other cities acquiring Animal Care Services from COUNTY are relying on CITY'S stated agreement,
and the sharing of costs with CITY, in electing to acquire similar services.
VIII. THIRD PARTY BENEFICIARY
Except to the extent provided for in Section VII above with respect to other contracting cities,
«COMPANY2» 6 of7
neither party hereto intends that this Agreement shall create rights hereunder in third parties including,
but not limited to, any subcontractors or any clients provided services hereunder.
IX. WAIVER OF DEFAULT OR BREACH
Waiver of any default shall not be considered a waiver of any subsequent default. Waiver of any
breach of any provision of this Agreement shall not be considered a waiver of any subsequent breach.
Waiver of any default or any breach shall not be considered a modification of the terms of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agre ement, in the County of Orange,
State of California.
CITY OF «COMPANY» «MUNI CORP»
BY: __________________________________ __ DATED: _________ _
«TITLE I»
ATTEST:
BY: __________________________________ __ DATED: __________ _
CITY CLERK
APPROVED AS TO FORM:
BY: _______________________________ ___ DATED: _________ _
CITY ATIORNEY
COUNTY OF ORANGE
BY: _______________________________ ___ DATED: __________________ __
«COMPANY2» 7 of7
TITLE: _____________ _
APPROVED AS TO FORM:
OFFICE OF THE COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
BY: ---------------------------------DEPUTY
«COMPANY2)) 8 of7
DATED: __________________ __
EXHIBIT A
TO AGREEMENT FOR PROVISION OF
OC ANIMAL CARE SERVICES
WITH
CITY OF «COMPANY»
«START DATE» THROUGH «END DATE» --
I. DEFINITIONS
A. "Actual Cost" means all COUNTY expenditures, including indirect charges, for providing
Animal Care Services to CITY pursuant to this Agreement.
B. "Animal Care Notice of Intent" means the document, signed by authorized representatives of
COUNTY and CITY, which specifies all Animal Care Services COUNTY intends to provide to CITY,
the estimated cost of the services, and the effective date.
C. "Animal Care Service(s)" means one or more service to be provided by COUNTY to CITY, as
specified, by category, in Paragraph II.B. of Exhibit A to this Agreement.
D. "Fee Revenue" means revenue collected by COUNTY for Animal Care Services provided by
COUNTY to CITY pursuant to this Agreement.
E. "Fiscal Year" means a twelve (12)-month period from July through June.
F. "Net Cost" means Actual Cost minus Fee Revenue.
G. "Service Details" mean the activities performed by COUNTY within an Animal Care Service
category.
II. SERVICES TO BE PROVIDED BY COUNTY
A. ANIMAL CARE NOTICE OF INTENT
1. Annually, by March 1, CITY shall identify which of the Animal Care Services, specified
below in subparagraph II.B. of Exhibit A to this Agreement, CITY would like COUNTY to provide
during the next Fiscal Year. CITY and COUNTY may agree to individualized levels of Service Details
within the Animal Care Services selected. Requests for individualized levels of Service Details will
only be considered by COUNTY if the resulting service level will not conflict with state or federal
statutes and will not endanger public health.
2. Annually, by April 1, COUNTY shall prepare and send to CITY an Animal Care Notice of
Intent which shall include, but not be limited to, a list of Animal Care Services, and individualized
Service Details, if any, COUNTY agrees to provide, estimated costs for said services, and the start date
for those services. COUNTY shall provide the Animal Care Services specified in the Animal Care
Notice of Intent signed by both ADMINISTRATOR or designee, and an authorized representative of
CITY.
«COMPANY2>> 1 of6 EXHIBIT A
3. Upon mutual agreement of CITY and COUNTY, COUNTY may prepare a new or amended
Animal Care Notice of Intent at any time, may change due dates specified in subparagraph II.A.l. and
II.A.2. of Exhibit A to this Agreement, and may modify the format of the Animal Care Notice of Intent
attached to this Agreement as Exhibit B.
B. ANIMAL CARE SERVICES -COUNTY provides the following seven (7) categories of
Animal Care Services. Each category of service includes Service Details which may be added or
changed by ADMINISTRATOR upon six (6) months prior notification to CITY. COUNTY shall
provide to CITY the Animal Care Services specified on the most current, Animal Care Notice of Intent
for the Fiscal Year, signed in accordance with subparagraph ll.A.2. of this Exhibit A to the Agreement.
1. ANIMAL CONTROL SERVICES -Animal Control Services include, but are not limited
to, emergency response service; patrolling; impounding of stray animals and of owner-released animals;
animal cruelty investigations; animal bite investigations; citation issuance; field release to owner and
impound fee collection for impounded animals; quarantine activities including home checks of animals
involved in bites; site inspections required to comply with vicious dog ordinances; emergency
transportation of injured, impounded animals to a veterinarian; impounding of deceased animals for
disposal; responses to requests for assistance from law enforcement and CITY officials regarding
suspected criminal activities or zoning violations related to animals; advice to residents regarding
wildlife management or other animal concerns, not to include wildlife eradication or relocation services;
injured wildlife pick-up; animal license issuance and renewal, fee collection and payment services;
customer support regarding animal licensing; animal license billing; and delinquent animal license
follow-up; assistance to residents regarding potentially dangerous and/or vicious animals; impound data
entry; and impound animal photography.
2. ANIMAL CARE SPECIAL SERVICES
a. Animal Care Special Services include, but are not limited to animal license issuance
and renewal; fee collection and payment services; customer support regarding animal licensing; animal
license billing; delinquent animal ·license follow-up; animal field canvassing to locate and license
unlicensed animals; inspection of animal-related businesses in CITY jurisdiction in response to
complaints and in accordance with COUNTY established inspection schedules; and when applicable,
issuance of animal permits for private homes.
b. The number of hours of canvassing provided to CITY by COUNTY will be prorated
based on available canvassing hours and CITY percentage of costs of Animal Care Services received by
CITY during the previous Fiscal Year. At sole discretion of COUNTY, COUNTY may provide
canvassing services to cities that did not receive canvassing services in the previous Fiscal Year.
COUNTY may change its methodology for allocating canvassing hours upon six (6) months prior
notification to cities.
3. ANIMAL CARE SHELTER SERVICES
a. Animal Care Shelter Services include, but are not limited to, retention of impounded
«COMPANY2» 2 of6 EXHIBIT A
animals at COUNTY's Animal Care Shelter (Shelter), public display of animals to allow owner
identification; contact of owners when animals are wearing identification; sale or release of impounded
animals to residents; animal evaluation for adoption; reasonable effort toward animal placement; public
education; volunteer services; rescue group coordination; euthanasia and disposal of animals that are
neither redeemed nor adopted; veterinary services and spay/neuter surgeries consistent with standards
established by the California Veterinary Medical Board; and necropsies on animals that die under
suspicious circumstances or at the request of law enforcement.
b. CITY may request additional retention days for healthy, non-aggressive impounded
animals. Additional retention days will be offered to CITY upon written approval by COUNTY's
OC Community Resources Director, or designee, on a space available basis only.
c. COUNTY agrees to maintain its Shelter in a humane manner, consistent with
applicable laws, keep said premises in a clean condition at all times, and use humane methods of care
consistent with applicable laws.
d. No animals may be donated, sold or otherwise released for the purposes of
experimentation, research or vivisection.
4. BARKING DOG COMPLAINT SERVICES-B arking Dog Compliant Services include,
but are not limited to , receipt of barking dog complaints from residents , customer assistance regarding
barking dog complaints, issuance of citations, and administrative hearings in response to complaints
received by COUNTY for barking dogs within jurisdiction of CITY.
5. STANDARD LICENSING SERVICES-Standard Licensing Services include, but are not
limited to, animal licens e issuance and renewal, fee collection and payment services; customer support
regarding animal licensing; animal license billing; and delinquent animal license follow-up.
6. CITY LICENSE SERVICES
a. City License Services include, but are not limited to , issuance of CITY animal licenses
at the time of adoption or redemption by owners. CITY shall provide CITY licensing tags to COUNTY.
COUNTY shall provide quarterly licensing reports to CITY.
b. CITY shall make its best effort to provide updated animal licensing information to
COUNTY .
7. ANIMAL IMPOUND SERVICES -Animal Impound Services include, but are not limited
to, data entry of impound information for each live or deceased animal from CITY, impound animal
photography for each live animal, owner notification of impounded animal, and posting of animal
photographs on COUNTY website. COUNTY shall receive CITY animals at Shelter at times arranged
by COUNTY.
C . COUNTY shall notify CITY of COUNTY 's hours of operation for Animal Care Services.
COUNTY may adjust hours of operation for Animal Care Services upon ninety (90) calendar days prior
notification given to CITY.
D. Animals which are being retained for criminal prosecutions, except for violations of animal
«COMPANY2)) 3 of6 EXHIBIT A
control regulations and/or ordinances pursuant to this Agreement, are not to be construed as held
pursuant to the services provided under this Agreement; housing will be provided at the discretion of
COUNTY and at COUNTY's usual and customary charges for such housing.
E. To facilitate the performance of services, COUNTY shall have full cooperation and assistance
from CITY, its officers, agents and employees.
III. PAYMENTS
A. BASIS FOR PAYMENT
1. CITY shall pay COUNTY the Net Cost of providing Animal Care Services specified in
Animal Care Notice of Intent for CITY signed in accordance with subparagraph II.A. CITY Net Costs
may include services/supplies procured but not yet delivered within the Fiscal Year.
2. The methodology for determining CITY's Actual Cost of Animal Care Services shall be
provided to CITY annually in accordance with the Reports paragraph of this Agreement. CITY shall
take all action necessary to ensure that Animal Care Services fees effective with respect to CITY are
consistent with the most recent animal care services fees approved by the County of Orange Board of
Supervisors (the "COUNTY FEES") which fee amounts will be charged for Animal Care Services
within CITY's jurisdiction and shall be used in determining CITY's Actual Cost of Animal Care
Services. If CITY wishes to charge fees which are different from the COUNTY FEES, CITY shall
notify COUNTY of the applicable fee amounts to be charged for Animal Care Services within CITY's
jurisdiction (the "CITY FEES") and the applicable CITY FEES will be charged for Animal Care
Services within CITY's jurisdiction and shall be used in determining CITY's Actual Cost of Animal
Care Services.
3. COUNTY shal1 record and retain all Fee Revenue derived from providing Animal Care
Services to CITY. CITY's Fee Revenue shall be credited to CITY's Actual Cost of Animal Care
Services. COUNTY shall have all fee collection powers of CITY and shall receive full cooperation
from CITY to enable efficient enforcement of fee collection.
B. PAYMENT SCHEDULE
1. Each Fiscal Year, CITY shall pay COUNTY in arrears for the Net Cost of Animal Care
Services provided in accordance with the following payment schedule. Billings are due from COUNTY
to CITY within thirty (30) calendar days following the three-month Period specified below.
Period Billing Due Payment Due
July 1 through September 30 October 30 November 25
October 1 through December 31 January 30 February 25
January 1 through March 31 April30 May25
April 1 through June 30 July 30 August 25
«COMPANY2)) 4 of6 EXHIBIT A
2. If payment is not received by COUNTY by the payment due date specified above in
subparagraph III.B. of Exhibit A to this Agreement, COUNTY may cease providing any further service
under this Agreement and may satisfy the indebtedness in any manner prescribed by law.
3. COUNTY may modifY the payment schedule upon six (6) months written notification to CITY.
IV. CITY MANAGERS ASSOCIATION ANIMAL CARE COMMITTEE
A subcommittee of the Orange County City Managers Association representing all cities
participating in OCAC services exists to facilitate communication between OCAC and the city managers
and staff of participating cities regarding financial and operational matters of OCAC, including, but not
limited to: the assessment of cost options for animal care services provided under the Services
Agreements; supplemental services or financial requests which result in a change to a participating city's
Actual Cost; consideration of new or adjusted fees; and other Service Details which may arise during the
course of the Agreement. COUNTY shall provide regular updates on operations to the City Managers
Association Animal Care Committee and to a participating city upon request.
V. LAWSANDREGULATIONS
A. COUNTY shall comply with all applicable governmental laws, regulations, and requirements
related to Animal Care Services, as they exist now or may be hereafter amended or changed and shall
enforce federal and state statutes deemed applicable to CITY by COUNTY. Animal Care Services
provided by COUNTY to CITY may be changed to comply with said laws, regulations, and
requirements. ADMINISTRATOR will make its best efforts to notify CITY of changes that may impact
Animal Care Services provided through this Agreement.
B. For each Animal Care Service that COUNTY agrees to provide to CITY in an Animal Care
Notice of Intent, CITY shall enact and maintain in full force and effect ordinances identical to COUNTY
ordinances which apply to said service, including but not limited to, those related to fees.
ADMINISTRATOR shall notify CITY of the deadline for adopting said ordinances. If COUNTY is
unable to enforce an animal care ordinance because of the limitations of a CITY ordinance or failure of
CITY to adopt identical ordinances related to an Animal Care Service, COUNTY may suspend
provision of one or all Animal Care Services to CITY or may terminate this Agreement. It is solely the
responsibility of CITY to immediately notify COUNTY of any discrepancy between relevant ordinances
maintained by CITY and those maintained by COUNTY.
D. If CITY wishes to maintain any relevant ordinance that is not consistent, on any point, with
COUNTY ordinances, CITY shall immediately notify COUNTY of the discrepant ordinance. At the
sole discretion of COUNTY, COUNTY may waive CITY enactment and maintenance of COUNTY
animal care ordinances and may agree to enforce, and issue citations for violations pursuant to, the
discrepant CITY ordinance. CITY acknowledges that individualized enforcement of unique CITY
ordinances may result in increased costs to CITY.
«COMP ANY2» 5 of6 EXHIBIT A
E. CITY shall notify COUNTY of its intent to add, amend, or delete any CITY animal care
ordinance at least ninety (90) calendar days in advance of its addition, amendment, or deletion.
F. CITY may request that specific ordinances adopted by CITY not be enforced in CITY by
COUNTY. Requests for exclusion must be submitted in writing and received by COUNTY ninety (90)
calendar days prior to the requested exclusion . Requests for exclusion will only be considered by
COUNTY if they are not in conflict with state statutes and do not endanger public health. COUNTY
shall notify CITY , in writing, of COUNTY's decision regarding the requested exclusion.
G. COUNTY's OC Community Resources Director, or de sig nee, may provide assistance to CITY
in defining the manner in which enforcement of a new or amended animal care ordinance would be
provided by COUNTY. Requests for assistance must be made in writing and received by COUNTY
ninety (90) calendar days prior to the requested implementation of the service. If the cost of such service
can be delineated and accommodated by COUNTY, COUNTY will send an amended Animal Care
Notice of Intent to CITY which will include reference to the CITY ordinance.
H. CITY will reimburse COUNTY for ordinance enforcement, as specified in the Payments
Paragraph of this Agreement.
VI. REPORTS
A. Each Fiscal Year, COUN TY shall provide to CITY written, quarterly reports of Animal Care
Services revenue and expenses for each period specified below. Said reports will be due to CITY within
thirty (30) calendar days of the month following the reporting period, in accordance with the schedule
below:
Period
July 1 through September 30
October 1 through December 31
January 1 through March31
April 1 through June 30
Reports Du e
October 30
January 30
April30
July 30
B. Each Fiscal Year, COUNTY shall provide the following Animal Care Services reports to CITY
by July 30:
1. A payment methodology report for Animal Care Services to be provided by COUNTY
during the next Fiscal Year and
2. A Fiscal Year intake and outcome report.
C. COUNTY may change the due dates for reports specified in subparagraphs VI.A. and VI.B.
above upon six ( 6) months written notification to CITY .
D. No less than once every three (3) years, COUNTY shall engage an external auditor to review
CITY billings.
«COMPANY2» 6 of6 EXHIBIT A
VII. RECORDS
A. All records created or received by COUNTY in accordance with the performance of COUNTY
services pursuant to this Agreement are confidential. COUNTY agrees to keep said records in such
form and manner as the Auditor-Controller of COUNTY shall specify. Said records shall be open for
examination by CITY at all reasonable times.
B. Once each Fiscal Year, COUNTY shall deliver to CITY only the addresses of each CITY licensed
animal upon demand without additional expense or cost to CITY. Any such information requested which
is confidential pursuant to the terms of the Public Records Act shall be released to CITY pursuant to
government code. Prior to each disclosure, CITY agrees to complete and return to COUNTY a
"Confidentiality Agreement" on a form approved or provided by COUNTY. The parties agree and
understand that this procedure is required by the Public Records Act and necessitated to permit CITY to
obtain the information required for its use, and to allow COUNTY to disclose said information. Upon
receipt by COUNTY, the records requested may be released to the extent COUNTY is in possession of
such records, and permitted by state law to disclose them voluntarily.
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«COMPANY2» 7 of6 EXHIBIT A
II
«COMPANY2» 8 of6 EXHIBIT A
EXHIBITB
TO AGREEMENT FOR PROVISION OF
OC ANIMAL CARE SERVICES
WITH
CITY OF «COMPANY»
«START DATE» THROUGH «END DATE» --
ANIMAL CARE NOTICE OF INTENT
This Animal Care Notice of Intent specifies Animal Care Services to be provided to CITY by
COUNTY for the Period: «NOI_START» through «NOI_END». COUNTY agrees to provide to the
City of «COMPANY2» the following Animal Care Services beginning «NOI_EFFECTIVE»:
«SERVICE I»
«SERVICE2»
«SERVICE3»
«SERVICE4»
«SERVICES»
The total estimated cost for Animal Care Services specified above is «TOTAL_ COST_».
C8J This is a new Animal Care Notice of Intent for the Period indicated above.
D This is an Amendment to an existing Animal Care Notice of Intent for the Period indicated
above.
Significant Changes Since the Previous Animal Care Notice oflntent:
To the best of my knowledge, this notice specifies the Animal Care Services to be provided by
COUNTY.
City of «COMP ANY2» Representative and Title Date
OC Animal Care Director Date
«COMPANY2)) 1 of 1 EXHIBIT B
Exhibit D
Maximum Construction Costs and Participation Formula
Maximum Construction Costs
$35,000,000 *
$5,000,000 County Contribution
$30,000,000 Contract Cities Funding Share
*Costs included are identified in Section 2.1 of the Participation Agreement.
Participation Formula
The total projected cost to the Contract Cities is based on $30.0 million as the total contract city
contribitution. The distribution among the Contract Cities is an estimate assuming participation
by a/118 cities currently contracting with the County for OC Animal Shelter services. Estimates
do not include Additional Funding Costs associated with a 10-year Payment Schedule.
Estimated costs for each city are based on a historical five-year average of Animal Charge Days,
expressed as a percentage of the total. Animal Charge Days represents the number of days
animals receive board and care at OCAC.
Calculation of pro rata portion of Maximum Construction Costs for new cities added after initial
contract execution and three year period as set forth in Section 3. of the Participation Agreement
will be based upon comparability to similar sized cities under contract with the County based
upon a five year average annual Shelter Utilization figure using actual admissions and shelter days
for the new city with their current/previous Shelter provider. In the absence of available shelter
data for a new city, the pro rata portion will be based upon comparability to similar sized cities
under contract with the County based upon city population as identified in the most recent
California State Department of Finance publications.
I Distribution of Cities' Share I
I of Maximum Construction Costs I
Anaheim $ 7,017,529 23.39%
Brea $ 367,454 1.22%
Cypress $ 568,874 1.90%
Fountain Valley $ 777,973 2.59%
Fullerton $ 2,240,317 7.47%
Garden Grove $ 4,142,755 13.81%
Huntington Beach $ 1,829,954 6.10%
Laguna Hills $ 222,122 0.74%
Lake Forest $ 555,539 1.85%
Orange $ 2,467,472 8.22%
Placentia $ 548,846 1.83%
Rancho Santa Margarita $ 209,618 0.70%
San Juan Capistrano $ 270,168 0.90%
Santa Ana $ 6,867,112 22.89%
Stanton $ 612,821 2.04%
Tustin $ 791,152 2.64%
Villa Park $ 46,853 0.16%
Yorba Linda $ 463,442 1.54%
Total Is 3o,ooo,ooo 1 100.00%1
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ATIACHMENT 3