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Home My WebLink About1L OCRCITY COUNCIL STAFF REPORT DATE: February 25, 2021 CONSENT AGENDA SUBJECT: APPROVAL OF A REVISED AND RESTATED ANIMAL SHEL TEA SERVICES AGREEMENT WITH FRIENDS OF THE PALM SPRINGS ANIMAL SHEL TEA FROM: David H. Ready, City Manager BY: Marcus L. Fuller, Assistant City Manager SUMMARY: The City and the Friends of the Palm Springs Animal Shelter ("Friends") entered into an agreement in 2012 for the operation of the City's new Animal Shelter at Mesquite Avenue and Vella Road. Friends has successfully operated the Animal Shelter since that time, and Staff recommends the City Council approve a Revised and Restated Agreement with Friends to continue the City's long-term partnership with Friends for operation and management of the City's Animal Shelter. RECOMMENDATION: 1. Approve the Revised and Restated Animal Shelter Services Agreement with Friends of the Palm Springs Animal Shelter, a California non-profit corporation, with an initial term through June 30, 2026, subject to a five year extension through June 30, 2031; and 2. Authorize the City Manager to execute all necessary documents. BACKGROUND: In 2011 the City completed construction of, and opened for public use, a new state-of- the-art 20,000 square feet Palm Springs Animal Shelter facility and grounds located at 4575 E. Mesquite Avenue, (the "Shelter"), as generally depicted in Figure 1 on the next page. Initially the City operated the Shelter with its own staff, but in 2012 the City evaluated operation of the Shelter by third parties and non-profit organizations. On October 17, 2012, the City Council approved the privatization of the Shelter operations and approved an Operating Agreement with Friends. The initial term of the agreement was through June 30, 2018, with two -three year optional extensions. The term of the original agreement extends to June 30, 2024 in accordance with the allowable extensions. A copy of the 2012 staff report is included as Attachment 1. ITEMNO. 1L ------- 2City Council Staff Report February 25, 2021 --Page 2 Revised & Restated Animal Shelter Services Agreement Figure 1 On November 6, 2013, the City Council approved an amendment to the agreement to amend certain provisions. A copy of the 2013 staff report is included as Attachment 2. As part of the City's budget process for the current 2020/2021 Fiscal Year budget, the City Council approved a decrease in the annual payment (and eliminated the automatic annual increase) to Friends for operation of the Shelter, including a requirement for Friends to assume certain City maintenance obligations. These changes were reflected in a Side Letter Agreement approved by the parties. A copy of the amended agreement and Side Letter incorporating the recent changes implemented in the current FY 2020/2021 budget is included as Attachment 3. 3City Council Staff Report February 25, 2021 --Page 3 Revised & Restated Animal Shelter Services Agreement STAFF ANALYSIS Friends has successfully operated the Shelter since 2012, and the City and Friends have met periodically over the last 2 years to discuss overall changes to the original agreement to reflect Friends' current operations and to extend the term for a longer period of time. Staff recommends the City Council consider approval of the Revised and Restated Agreement to provide for a long-term partnership for continued operation and management of the Shelter by Friends. The scope of services to be provided by Friends remains the same as in the original agreement, with minor changes in obligations between Friends and City that were accommodated in amendments previously approved by the parties. The following list identifies the changed terms and conditions in the proposed agreement: • Section 2(G) -original agreement did not allow for Friends to expand the capacity of the Shelter. The proposed agreement allows for Friends to adjust the capacity of the Shelter upon notice to City, and to allow Friends to accept and care for animals received from outside the City limits provided the cost therefore is paid from Friends' own funding sources and that no City funds are used. • Section 6(0) -the original agreement (Section 6E) required that Friends have 14.2 full-time equivalent positions (FTEs) and specific listing and title. The proposed agreement reflects that Friends currently has 40 FTEs and requires Friends to notify City of any decrease to its staffing plan as part of its annual budgeting process. • Section 7 -this section relating to insurance and indemnification has been completely revised and restated to incorporate the City's current standard terms and conditions. • Section 9 -this section relating to maintenance of the Shelter has been revised to reflect the current mutual obligations of each party -particularly with Friends' obligation to assume responsibility for interior maintenance of the Shelter, and for onsite landscape maintenance and pest control services. • Section 10 -this section has been revised to identify the City's payment of the Management Fee to Friends for its operation of the Shelter. The Management Fee is maintained at the current level of funding appropriated in the FY 2020/2021 budget at $940,402 payable in monthly installments. This section will allow Friends to request an increase to the Management Fee as part of the City's annual budget process, and will be subject to the City Council's appropriation of funds in the adopted budget. • Section 12 -the term is effective upon approval and will extend for 5 years and 4 months through June 30, 2026, with a 5-year extension available through June 30, 2031. • Section 13 -this section incorporates standard terms and conditions applicable to city contracts. 4City Council Staff Report February 25, 2021 --Page 4 Revised & Restated Animal Shelter Services Agreement A copy of the proposed agreement is included as Attachment 4. ENVIRONMENTAL ASSESSMENT: Pursuant to the California Environmental Quality Act (CEQA), this item is categorically exempt under CEQA, in that it can be seen with certainty that there is no possibility that this action will have any effect on the environment. FISCAL IMPACT: The City agreed to pay Friends an annual amount of $995,000 starting with the 2013/2014 fiscal year (July 1, 2013), subject to an annual increase in accordance with the Consumer Price Index. Over time, the annual payment increased due to the CPI to $1,115,402 for the 2019/2020 fiscal year (July 1, 2019). In April/May 2020 as the City was preparing the revised 2020/2021 fiscal year budget, Friends agreed to reduce the City's annual payment to assist in its budget deficit challenges. The current annual payment for the 2020/2021 fiscal year (starting July 1, 2020) is $940,402 -less than the original amount paid in 2013. The proposed agreement maintains the City's payment to Friends of $940,402 as this amount is what is appropriated in the current fiscal year budget. However, in fairness to Friends, the proposed agreement allows for Friends to submit its annual operating budget to the City by March 1 annually for Staff to consider its budget and any proposed increase to Friends annual payment. The proposed agreement provides flexibility in considering changes to Friends' annual payment in the context of their annual operating budget and will consider outside funding or donations that Friends can secure. Any final amount to be paid to Friends in each year will be subject to the City Council's approval through its appropriation of funding for the Animal Shelter in each fiscal year budget, similar to how the City Council budgets and appropriates funding for other enterprises including the Convention Center and Golf Course. Marcus L. Fuller, MP , P.E., P.L.S. Assistant City Manager Attachments: 1. 2012 Staff Report 2. 2013 Staff Report 3. Current Agreement 4. Proposed Agreement < 5ATTACHMENT 1 6CITY COUNCIL·STAFF REPORT DATE: October 17, 2012 SUBJECT: ANIMAL SHELTER PRIVATIZATION FROM: BY: David H. Ready, City Manager Interim Animal Shelter Director SUMMARY NEW BUSINESS The proposed action would approve an Operating Agreement for the Palm Springs Animal Shelter with a non-profit organization. RECOMMENDATION: 1. Approve Operating Agreement ___ for the Palm Springs Animal Shelter, with the Friends of the Palm Springs Animal Shelter. 2. Authorize the Finance Director"to make all financial transactions (appropriations, amendments and transfers) necessary to implement the Agreement. 3. Appoint a member of the City Council to serve as Liaison to the Board of Directors of the Friends of the Palm Springs Animal Shelter. STAFF ANALYSIS: This fall, after passing the first year anniversary of the opening of the Palm Springs Animal Shelter, the City has spent a good deal of time evaluating its ability to operate the much larger shelter vs. a model of having a non-profit organization carry out the operations. Staff believes this past years' experience, as well as a growing national trend of non-profits operating shelters, supports the need to shift from a City operated facility to this proposed model. The City of Palm Springs has successfully utilized a model of contracting with private entities that can lend greater specialized expertise to a particular municipal operation (e.g. The Palm Springs Convention Center, Tourism and the Palm Springs Wastewater Treatment Facility). With the opening of the new Palm Springs Animal Shelter in October, 2011, the City went from a 50 year old 4,000 sq. ft. facility to a state of the art 20,000 sq. ft. facility. The City's approach to handling its homeless animal population moved from a ITEM NO ...... Q\2...._ __ 7. City Council Staff Report October 17, 2012 -page 2 Animal Shelter Privatization traditional municipal shelter to more of a sanctuary model where animals are maintained until they can be rehomed. These major changes resulted in an increase in shelter staff from 3.5 employees to 10 employees, as well as increasing the annual operating cost from approximately $331,000 in fiscal year 2010-11 to over $1.05 million in the current fiscal year. Moreover, this year's costs were held down by utilizing temporary employees while evaluating the long term solution to operating the shelter. Continued operation of the shelter by the City next fiscal year utilizing regular employees will increase the annual cost to over $1.3 million. With these cost levels in mind, the Procurement and Contracting Department developed and circulated a "solicitation of interest" document to known entities with animal care experience to gauge the level of interest in a privately operated shelter. Following a month of advertising and searching the City received one Statement of Interest from the Friends of the Palm Springs Animal Shelter ("Friends"). The City staff requested that the Friends prepare a proposal to operate the shelter and that document has been utilized as a basis to negotiate the proposed agreement. A general comparison between the "City Operation" vs. "Friends Operation" is as follows: ITEM Model Type Days Open Hours/Wk Open Staff Groomer Registered Vet. Tech staffer Intake Behavior Assessment Number of Full-time Employees Part-time Employees Humane Education Low Cost Rabies Clinics TNRM Program Off-site Adoption Programs Foster Program Behavior Rehab Program Transfer/Rescue Program CITY OPERATION Municipal Shelter 5 30 no no Minimal 10 2 Not Currently Not Currently Thru Friends Thru Friends Thru Friends Thru Friends Staff & Friends NON-PROFIT Sanctuary Shelter 6 34 yes yes "Safer'' evaluations 11 6 Yes Yes. twice a year Yes Yes Yes Yes Yes The business points of the proposed Operating Agreement are as follows: • Privatized Operations begin November 1, 2012. • Initial Contract Term would be 5 years 8 months (to coincide with fiscal year). • Two (3) year options would follow with mutual consent. • The Friends would be required to offer all services normally found at a modern animal shelter. • Compensation for the remainder of the 2012-13 fiscal year would be the funds remaining in the Animal Shelter Budget (3305) as of November 1, 2012 plus a prorated share of the remaining utility budget for the facility. • Compensation for fiscal years 2013-14 and 2014-15 would be a flat $995,000. 2 8City Council Staff Report October 17, 2012 -page 3 Animal Shelter Privatization • Compensation for the remaining three years of the initial term shall be adjusted based on CPI movement in calendar year 2014. • Facility maintenance would be based on a normal landlord /tenant split. • Friends would be responsible for all medical costs. • Friends would administer the Dog Licensing program for the City and retain the estimated $22,000 in revenue. • Animal Control would be maintained as a separate entity operating from the City Police Department. FISCAL IMPACT: In the first full year of operations it is proposed that the City provide the Friends $995,000 which would allow the City to avoid its estimated cost of operations of $1,305,000; an avoided cost savings of $310,000. Future years will be evaluated to determine annual savings to the City for avoided costs, as appropriate, based on the Friends operating experience at the end of each fiscal year. ~~-IShh o· ~· en moo , n enm mma e er irec or Attachment: Operating Agreement 3 9ATTACHMENT 2 10CITY COUNCIL STAFF REPORT DATE: NOVEMBER 6, 2013 CONSENT CALENDAR SUBJECT: APPROVE AMENDMENT NO. 1 TO THE ANIMAL SHELTER SERVICES AGREEMENT WITH FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER TO AMEND THE PAYMENT SCHEDULE TO MONTHLY. FROM: BY: David H. Ready, City Manager Chief of Staff/City Clerk SUMMARY The City Council will consider an amendment to the Animal Shelter Services Agreement with Friends of the Palm Springs Animal Shelter to provide for an amended payment schedule. RECOMMENDATION: 1. Approve Amendment No. 1 to the Animal Shelter Services Agreement with Friends of the Palm Springs Animal Shelter. A6292. 2. Authorize the City Manager to execute the Amendment to the Agreement and all necessary documents to effectuate the Agreement. STAFF ANALYSIS: The City has successfully transitioned the operation of the Palm Springs Animal Shelter, to the Friends of the Palm Springs Animal Shelter, and the Friends have operated the Shelter for the last year. The agreement provided for the City's contribution to be payable in quarterly installments, which provides cash-flow challenges for the Friends who must pay monthly operational expenses. This amendment amends the Agreement for the City to provide monthly installments. Additionally, the amendment clarifies, that as a City facility, the City shall be responsible for the payment of utilities and the janitorial services contract. 11I I City Council Staff Report November 6, 2013 -Page 2 Animal Shelter Services Agreement FISCAL IMPACT: The estimated cost of utilities for the remainder of the fiscal year is approximately $125,000t sufficient funds are available in Continuing Appropriations. Attachments: Amendment No. 1 02 12AMENDMENT NO. 1 ANIMAL SHELTER SERVICES AGREEMENT Friends of the Palm Springs Animal Shelter · This Amendment No. 1 to the Animal Shelter Services Agreement ("Amendment") is made and entered into this arH day of November, 2013, by and between the City of Palm Springs, California, a California Charter City ("City"), and Friends of the Palm Springs Animal Shelter, a California non-profit corporation, ("Friends"). RECITALS A. City and Friends entered into an Animal Shelter Services Agreement, dated October 17, 2012, to operate the Palm Springs Animal Shelter and to provide humane animal care services ("Agreement"). B. City and Friends are agreeable to modifying certain terms and conditions to the Agreement pursuant to the terms of this Amendment. AGREEMENT In consideration of the promises and covenants contained in this Amendment and other good and valuable ·consideration, the City and the Friends agree: SECTION 1. Subsection E of section 9 of the Agreement is amended to read: E. The Friends shall maintain the Shelter in a neat and clean condition. The City shall be responsible for janitorial services by either providing such services itself or through a contract for services between the City and a janitorial service provider or by reimbursing the Friends for payments made by Friends pursuant to a contract for services between the Friends and a janitorial service provider approved by the City Manager. SECTION 2. Subsection F of Section 9 of the Agreement is amended to read: F. The City shall be responsible for electric, gas, telephone1 water, and trash removal services. SECTION 3. Subsection A of Section 10 of the Agreement is amended to read: A. For Fiscal Years 2013-14 and 2014-15, the City shall contribute the base amount of Nine Hundred and Ninety Five Thousand Dollars ($995,000.00) to be paid in twelve (12) equal monthly installments commencing on July 1 of each fiscal year. For each of the next Fiscal Years the City shall contribute an amount equal to the base amount adjusted in an amount equal to the increase or decrease in the Consurner Price Index · published by the United States Department of Labor, Bureau of Labor Statistics (1982-1984 = 100) [the 1'CPI"] for "All Items -All Urban Consumers," for the Los Angeles-Animal Shelter Services Agmt. Amend. No. 1 Friends of the Palm Springs Animal Shelter Page 1 of 2 03 13Riverside-Orange Counties Metropolitan Statistical Area, during the preceding year. If the option periods are exercised the contribution amount shall be negotiated in good faith by the Parties. SECTION 4. City and Friends hereby ratify and approve the terms of the letter agreement dated September 51 2013 between the City Manager on behalf of the City and the Friends. SECTION 5. City and Friends agree that the terms of the Agreement, including the letter agreement dated September 5, 2013, shall remain unchanged and in full force and effect, except as specifically provided in this Amendment. In witness whereof, City and Friends have executed and entered into this Amendment as of the date first written above. CITY OF PALM SPRINGS, A California Charter City David H. Ready, City Manager ATTEST: James Thompson1 City Clerk Animal Shelter Services Agmt. Amend. No. 1 Friends of the Palm Springs Animal Shelter Page 2 of 2 FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER California Non-profit Corporation W. Douglas Kunz, Board President APPROVED AS TO FORM: Douglas C. Holland, City Attorney 04 14ATTACHMENT 3 15City of Palm Springs Office of the City Attorney 3200 E. Tahquitz Canyon Way • Palm Springs, California 92262 Tel: 760.323.8205 • Fax: 760.322.8332 • TDD 760.864.9527 • www.palmspringsca.gov Ms. Tamara Hedges Friends of the Animal Shelter 4575 E. Mesquite Avenue Palm Springs, California 92264 SENT VIA EMAIL AND US MAIL January 26, 2021 Re: Agreement re Animal Shelter Services Agreement, Agreement No. A6292 Dear Ms. Hedges: This letter agreement f'Letter") confirms our understanding concerning the terms of a continued agreement by and between the Friends of the Animal Shelter C'Friends") and the City of Palm Springs (the "City") to extend the existing Animal Shelter Services Agreement between the Friends and the City ("Agreement") entered into on October 17, 2012, for an additional six-month period commencing January 1, 2021, to allow the continued negotiation of amendments to the Agreement. At the conclusion of these negotiations, a formal amendment to the Agreement will be signed by the Parties. The terms of this Letter are as follows: 1. Term. The term of this Letter commenced on January 1, 2021, and shall continue, on a month-to-month basis, through and including June 30, 2021 unless terminated sooner by a formal amendment to the Agreement. Post Office Box 2743 • Palm Springs, California 92263-2743 65318.10600\33108676.3 16Friends of the Animal Shelter January 26, 2021 Page2 ACCEPTED AND AGREED TO: Dated: -------APPROVED AS TO FORM: Jeeyalling City Attorney Dated: 02/03/2021 65318.10600\33108676.3 By: CITY OF PALM SPRINGS, a California Charter City :y:~~ David H. Ready,city~er ATTEST: FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER, a California Non-Profit Corporation Tamara Hedges, President APPROVED BY CnY COUNCIL hll7-~1 la·tz:l1. 17City of Palm Springs Office of the City Attorney 3200 E. Tahquitz Canyon Way • Palm Springs, California 92262 Tel: 760.323.8205 • Fax: 760.322.8332 • TDD 760.864.9527 • www.palmspringsca.gov Ms. Tamara Hedges Friends of the Animal Shelter 4575 E. Mesquite Avenue Palm Springs, California 92264 SENT VIA EMAIL AND US MAIL July 30, 2020 Re: Agreement re Animal Shelter Services Agreement, Agreement No. A6292 Dear Ms. Hedges: This letter agreement ("Letter") confirms our understanding concerning the terms of a continued agreement by and between the Friends of the Animal Shelter ("Friends") and the City of Palm Springs (the "City") to extend the existing Animal Shelter Services Agreement between the Friends and the City ("Agreement") entered into on October 17, 2012, for an additional six-month period commencing July 1, 2020, to allow the continued negotiation of non-monetary amendments to the Agreement. At the conclusion of these negotiations, a formal amendment to the Agreement will be signed by the Parties. The purpose of this amendment is to extent the term as well as to address deficiencies in the City's budget, the parties understand that the following amendments will provide a $300,000 savings within the City's budget. The terms of this Letter are as follows: 1. Term. The term of this Letter commenced on July 1, 2020, and shall continue, on a month-to-month basis, through and including December 31, 2020 unless terminated sooner by a formal amendment to the Agreement. 2. Scope. This Letter shall modify the following sections of the Agreement: a. Paragraph D of Section 9 of the Agreement (titled "Maintenance and Repair of the Shelter") shall be amended to read as follows: "During the term hereof the Friends shall maintain the Shelter in good order and condition and shall at its own cost and expense make all interior repairs, including painting and maintaining in as good a condition as existed at the commencement of the Agreement the following: all mechanical equipment Post Office Box 2743 • Palm Springs, California 92263,2743 65318.10600\33108676.3 18Friends of the Animal Shelter July 30, 2020 Page2 including: the washer/dryer, dishwasher-sanitizers, SMT Pressure cleaning system including the filters (excluding the pumps); all computer systems and servers; the phone system; CClV system; light fixtures including replacement of light bulbs; all interior and exterior doors, including repair or replacement of door hardware; and all interior and exterior windows, including but not limited to, glass replacement, including windows forming the exterior walls (unless such replacement is directly due to vandalism or other events beyond Friends' control). The Friends agree to maintain in good condition the exterior and structural integrity of the Shelter. At the expiration or termination of the Agreement, the Friends shall deliver the Shelter in as good order and condition as at the commencement of the Agreement, reasonable wear and tear and damage by casualty or the elements excepted. Should the City Manager, during the term of the Agreement, find that the Friends has failed to properly maintain the interior of the Shelter as required herein, the City Manager will notify the Friends in writing specifying the Friends' failure to perform such required interior maintenance and/or repairs. Within ten (10) days after receipt of such notice, the Friends shall commence and continuously and diligently pursue such maintenance and/or repair to completion within a reasonable period of time. Failure to comply with provisions of this paragraph shall be regarded as a substantive breach of this Agreement. b. Paragraph H shall be added to Section 9 of the Agreement (titled "Maintenance and Repair of the Shelter") to read as follows: 'The Friends shall maintain the exterior landscaping of the Shelter facility and property in a neat and clean condition. The Friends shall be responsible for landscape maintenance services by either providing such services itself or through a contract for services between the Friends and a landscape maintenance contractor." c. Paragraph I shall be added to Section 9 of the Agreement (titled "Maintenance and Repair of the Shelter") to read as follows: "The Friends shall be responsible for exterminator and pest control services through a contract for such services between the Friends and a pest control contractor." d. Paragraph A of Section 1 O of the Agreement (titled "City Obligations") shall be amended to read as follows: "The annual amount that the City is obligated to pay the Friends will be nine hundred forty thousand, four hundred and two dollars ($940,402). Therefore, the City's monthly payment to the Friends pursuant to this Letter will be seventy eight thousand, three hundred and sixty-six dollars and eighty-three cents ($78,366.83) per month." 65318.10600\33 I 08676.3 19Friends of the Animal Shelter July 30, 2020 Page3 e. Paragraph C of Section 1 O of the Agreement (titled "City Obligations") shall be amended to read as follows: "City will provide reasonable custodial maintenance services to the Shelter." f. All other terms and conditions of the Agreement shall continue in full force and effect, and be binding upon the parties to this Letter throughout its term ACCEPTED AND AGREED TO: Dated: QO. /oi./1<220 <.:...::::: By: ~ APPROVED AS TO FORM: At BYCl1YCOUNCL '12'f2 51> ~-,/rz Dated: 7/31/2020 By: 65318. l 0600\33108676.3 CITY OF PALM SPRINGS, a California Charter City ATTEST: ~j~ City Clerk FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER, a California Non-Profit Corporation c9---J)~ Tamara Hedges, President 20City of Palm Springs Office of the City Attorney 3200 E. Tahquitz Canyon Way • Palm Springs, California 92262 Tel: 760.323.8205 • Fax: 760.322.8332 • TDD 760,864.9527 • www.palmspringsca.gov Ms. Tamara Hedges Friends of the Animal Shelter 4575 E. Mesquite Avenue Palm Springs, California 92264 SENT VIA EMAIL AND US MAIL January 28, 2020 Re: Agreement re Animal Shelter Services Agreement, Agreement No. A6292 Dear Ms. Hedges: This letter agreement f'Letter") confirms our understanding concerning the terms of a continued agreement by and between the Friends of the· Animal Shelter ("Friends") and the City of Palm Springs (the "City") to extend the existing Animal Shelter Services Agreement between the Friends and the City ("Agreement"). for a six.month period commencing January 1, 2020, to allow the continued negotiation of non-monetary amendments to the Agreement. At the conclusion of these negotiations, a formal amendment to the Agreement will be signed by the Parties. The terms of this Letter are as follows: 1. Term. The term of this Letter commenced on January 1. 2020, and shall continue, on a month-to-month basis, through and including June 30, 2020 unless terminated sooner by a formal amendment to the Agreement. 2. Scope. This Letter shall modify Paragraph A of Section 10 of the Agreement (titled "City Obligations11). The parties to this Letter agree the City shall contribute an amount equal to the base amount adjusted in an amount equal to the increase or decrease in the •consumer Price Index, Los Angeles-Long Beach-Anaheim, All Items, 1982-84=100 base, All Urban Consumers (CPI-U)" published by the United States Department of Labor, Bureau of Labor Statistics ("CPI"). Pursuant to the City's Agreement with the Friends for the operation and management of the Animal Shelter, and given the established practice of adjustment to the City's contribution consistent with the CPI, commencing on July 1, 2019, the annual amount that the City is obligated to pay the Friends will be one million one hundred fifteen thousand four hundred two dollars ($1,115,402). Therefore, the City's monthly payment to the Friends pursuant to Post Office Box 2743 • Palm Springs. California 92263-2743 21Friends of the Animal Shelter January 28, 2020 Page2 this Letter will be ninety two thousand nine hundred and fifty dollars and seventeen cents ($92,950.17) as set forth in Attachment 1'A" to this Letter. Alt other terms and conditions of the Agreement shall continue in full force and effect, and be binding upon the parties to this Letter throughout its term. Enclosure ACCEPTED AND AGREED TO: Dak!d:~/4 APPROVED AS TO FORM: City Attorney Dated: f hq~ CITY OF PALM SPRINGS, a California Charter City ~~~ David H. Ready,C· =:r ATTEST: FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER, a California Non-Profit Corporation B~..;;;..___... ~ 22Friends of the Animal Shelter Services Payment CPI · City of Palm Springs 2015-2016 Payment _Calculation: December 2013 December 2014 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount 2016-2017 Payment Calculation: December 2014 December 2015 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount 2017-2018 Payment Calculation: December 2015 December 2016 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount Index 1982-84=100 238.742 240.475 1.733 0.726% $995,000 $7,224 $1,002,224 $83,518.67 Index 1982-84=100 240.475 245.357 4.882 $1,002,224 $20,345 $1,022,569 $85,214.08 Index 1982-84=100 245.357 250.189 4.832 1.969% $1.022,569 $20,134 $1,042,703 $86,891.92 1/15/2020 AnfmafShelter Services Agreement CPI and History (01-05-2020); CPI calculations 11:51 AM 23Friends of the Animal Shelter Services Payment CPI City of Palm Springs 2018-2019 Payment Calculation: December 2016 December 2017 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount 2019-2020 Payment Calculation*: December 2017 December 2018 One-year index change as a # One~year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount 2020-2021 Payment Calculation: December 2018 December 2019 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount Index 1982-84=100 250.189 259.220 9.031 3.610% _ $1,042.703 $37,642 $1,080,345 $90,028.75 Index 1982-84=100 259.220 267.631 8.411 3.245% $1,080,345 $35.057 s1, 11 s.402 v __ $92,950.17 7-·· Index 1982-84=100 267.631 275.553 7.922 2.960% $1,115.402 $33,016 $1,148,418 $95,701.50 • Note: The Bureau of Labor Statistics recalibrated the metropolitan regions, replacing Los Angeles-Riverside-Orange Co. with Los Angeles.Long Beach-Anaheim. Pursuant to the Cttys Agreement wfth the Friends for the operation and management of the Animal Shelter, the City shaU contribute the base amount commencing on July 1 of each fiscal year. The City shall contnbuta an amount equal to the base amount adjusted in an amount equal to the increase or decrease In the Consuer Pnce Index (CPI) published by the Bureau of Labor S1ati&tics. 1/15/2020 Animal Shelter Services Agreement CP! and History (01-05·2020); CPI Calculations 11:51 AM 24Friends of the Animal Shelter Services Payment CPI City of Palm Springs 2015-2016 Payment Calculation: December 2013 December 2014 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount 2016-2017 Payment Calculation: December 2014 December 2015 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount 2017-2018 Payment Calculation: December 2015 December 2016 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount Index 1982-84=100 238.742 240.475 1.733 0.726% $995,000 $7,224 $1,002,224 Index 1982-84=100 240.475 245.357 4.882 2.030% $1,002,224 $20,345 $1,022,569 Index 1982-84= 100 245.357 250.189 4.832 1.969% $1,022,569 $20,134 $1,042,703 $86,891.92 1/17/2019 Animal Shelter Services Agreement CPI and History (01-17-2019); CPI Calculations 12:04 PM 25Friends of the Animal Shelter Services Payment CPI City of Palm Springs 2018-2019 Payment Calculation: December 2016 December 2017 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount 2019-2020 Payment Calculation*: December 2017 December 2018 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount Index 1982-84=100 250.189 259.220 9.031 3.610% $1,042,703 $37,642 $1,080,345 Index · 1982-84=100 765.850 790.700 24.850 3.245% $1,080,345 $35,057 $1,115.402 * Note: The Bureau of Labor Statistics recalibrated the metropolitan regions, replacing Los Angeles-Riverside-Orange Co. with Los Angeles-Long Beach-Anaheim. Pursuant to the City's Agreement with the Friends for the operation and management of the Animal Shelter, the City shall contribute the base amount commencing on July 1 of each fiscal year. The City shall contribute an amount equal to the base amount adjusted in an amount equal to the increase or decrease in the Consuer Price Index (CPI) published by the Bureau of Labor Statistics. 1/17/2019 Animal Shelter Services Agreement CPI and History (01-17-2019); CPI Calculations 12:04 PM 26-----------City of Palm Springs Office of the City Attorney ."3200 E. Tahqnitz Canyon Way • Palm Springs, California 92262 Tel: 760.~2l8205 • Fax: 760.,22.8312 • TDD 760.864.9;27 • www.palmspringsra.gov SENT VIA EMAIL AND US MAIL January 28, 2019 Ms. Tamara Hedges Friends of the Animal Shelter 4575 E. Mesquite Avenue Palm Springs, California 92264 Re: Agreement re Animal Shelter Services Agreement, Agreement No. A6292 Dear Ms. Hedges: This letter agreement ("Letter") confirms our understanding concerning the terms of a continued agreement by and between the Friends of the Animal Shelter ("Friends") and the City of Palm Springs (the "City") to extend the existing Animal Shelter Services Agreement between the Friends and the City ("Agreement"), for a twelve-month period commencing January 1, 2019, pending the negotiation of non-monetary amendments to the Agreement. At the conclusion of these negotiations, a formal document extending the original term of the Agreement for an additional three (3) years will be executed, including a ratification of this Letter. The terms of this Letter are as follows: 1. 2. Term. The term of this Letter commenced on January 1, 2019, and shall continue, on a month-to-month basis, through and including December 31, 2019 unless terminated sooner by a· formal amendment to the Agreement. Scope. This Letter shall only apply to and modify Paragraph A of Section 1 O of the Agreement (titled "City Obligations"). The parties to this Letter agree the City shall contribute an amount equal to the base amount, adjusted in an amount equal to the increase or decrease in the "Consumer Price Index, Riverside-San Bernardino-Ontario, All Items, December 2017=100 base, All Urban Consumers (CPI-U)" published by the United States Department of Labor, Bureau of Labor Statistics ("CPI"). Pursuant to the City's Agreement with the Friends for the operation and management of the Animal Shelter, and given the established practice of adjustment to the City's contribution consistent with the CPI, commencing on July 1, 2018, the annual amount that the City is obligated to pay the Friends increased from one million forty-two thousand seven hundred three dollars ($1,042,703) per year to one million eighty thousand three hundred forty-five ORIGINAL BID Post Office Box 2743 • P~lm Springs, California 92263-27.AND/QRAGREEMENT 27Friends of the Animal Shelter January 28, 2019 Page2 dollars ($1,080,345)1. Therefore, the City's monthly payment to the Friends pursuant to this Letter will be ninety thousand twenty-eight dollars and seventy-five cents ($90,028.75) as set forth in Attachment "A" to this Letter. The City's annual contribution for fiscal year 2019-2020, will commence July 1, 2019, increasing the amount to one million one hundred fifteen thousand four hundred two dollars ($1, 115,402)2. Therefore, the City's monthly payment to the Friends pursuant to this Letter will be ninety-two thousand nine hundred fifty dollars and seventeen cents ($92,950.17) as set forth in Attachment "A" to this Letter. All other terms and conditions of the Agreement shall continue in full force and effect, and be binding upon the parties to this Letter throughout its term. Enclosure EZK:vg ACCEPTED AND AGREED TO: Dated~ Dated: c9.J7 fu1g APPROVED BV C COUNCIL ~ 5. l). 0 ,., ,~ ~,q). ~TOFORM~ Edward Z. Kotkin, City Attorney Sincerely, CITY OF PALM SPRINGS Edward Z. Kotkin, City Attorney By: By: CITY OF PALM SPRINGS, a California Charter City FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER, ali ornia Non-Profit Corporation 1 Pursuant to the terms of the Agreement, the amount of the Consumer Price Increase is adjusted annually. This adjustment amount is effective for fiscal year 2018/2019, commencing July 1, 2018. 2 This adjustment amount will be effective fiscal year 2019/2020, commencing July 1, 2019. 28...----------.. -, ... Friends of the Animal Shelter Services Payment CPI City of Palm Springs 2015-2016 Payment Calculation: December 2013 December 2014 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount -New Annual Payment Amount New Monthly Payment Amount 2016-2017 Payment Calculation: December 2014 December 2015 One-year index change as a # Orie-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount 2017-2018 Payment Calculation: December 2015 December 2016 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount Index 1982-84=100 238.742 240.475 1.733 0.726% $995,000 $7,224 $1,002,224 $83,518.67 Index 1982-84= 1 00 240.475 245.357 4.882 2.030% $1,002,224 $20,345 $1,022,569 $85,214.08 Index 1982-84= 1 00 245.357 250.189 4.832 1.969% $1,022,569 $20,134 $1,042,703 $86,891.92 1/29/2019 Animal Shelter Services Agreement CPI and History (01-17-2019}; CPI Calculations 12:43 PM 29Friends of the Animal Shelter Services Payment CPI City of Palm Springs 2018-2019 Payment Calculation: December 2016 December 2017 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount 2019-2020 Payment Calculation*: December 2017 December 2018 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount Index 1982-84=100 250.189 259.220 9.031 3.610% $1,042,703 $37,642 $1,080,345 $90,028.75 Index 1982-84=100 259.220 267.631 8.411 3.245% $1,080,345 $35,057 $1,115,402 $92,950.17 * Note: The Bureau of Labor Statistics recalibrated the metropolitan regions, replacing Los Angeles-Riverside-Orange Co. with Los Angeles-Long Beach-Anaheim. Pursuant to the City's Agreement with the Friends for the operation and management of the Animal Shelter, the City shall contribute the base amount commencing on July 1 of each fiscal year. The City shall contribute an amount equal to the base amount adjusted in an amount equal to the increase or decrease in the Consuer Price Index (CPI) published by the Bureau of Labor Statistics. 1/29/2019 Animal Shelter Services Agreement CPI and History (01-17-2019); CPI Calculations 12:43 PM 30City of Palm Springs Office of the City Attorney 3 200 E. Tahquitz Canyon Way • Palm Springs, California 92262 Tel: 760.323.8205 • Fax: 760.322.8332 • TDD 760.864.9527 • www.palmspringsca.gov Ms. Tamara Hedges Friends of the Animal Shelter 4575 E. Mesquite Avenue Palm Springs, California 92264 . SENT VIA EMAIL AND US MAIL August 221 2018 Re: Agreement re Animal Shelter Services Agreement, Agreement No. A6292 Dear Ms. Hedges: This letter agreement ("Letter") confirms our understanding concerning the terms of an agreement by and between the Friends of the Animal Shelter ("Friends") and the City of Palm Springs (the "City'') to extend the existing Animal Shelter Services Agreement between the Friends and the City ("Agreement"), on a month-to-month basis, pending the negotiation of non-monetary amendments to the Agreement. At the conclusion of these negotiations, a formal document extending the original term of the Agreement for an additional three (3) years will be executed, including a ratification of this Letter. The terms of this Letter ·are as follows: 1. Term. The term of this Letter commenced on July 1, 2018, and shall continue, on a month-to-month basis, through and including December 31, 2018 unless terminated sooner by a formal amendment to the Agreement. 2. Scope. This Letter shall only apply to and modify Paragraph A of Section 10 of the Agreement (titled "City Obligations"). The parties to this Letter agree the City shall contribute an amount equal to the base amount, adjusted in an amount equal to the increase or decrease in the "Consumer Price Index, Los Angeles-Long Beach-Anaheim, All Items, 1982-84=100 base, All Urban Consumers (CPI-U)" published by the United States Department of Labor, Bureau of Labor Statistics ("CPI"). Pursuant to the City's Agreement with the Friends for the operation and management of the Animal Shelter, and given the established practice of adjustment to the City's contribution consistent with the CPI, commencing on July 1, 2018, the annual amount that the City is obligated to pay the Friends will increase from one million forty-two thousand seven hundred three dollars ($1,042,703) per year to one million eighty thousand three hundred forty-five Post Office Box 2743 • Palm Springs, California 92263-2743 31Friends of the Animal Shelter August 22, 2018 Page2 dollars ($1,080,345). Therefore, the City's monthly payment to the Friends pursuant to this Letter will be ninety thousand twenty-eight dollars and seventy-five cents ($90,028.75) as set forth in Attachment 14A" to this Letter. All other terms and conditions of the Agreement shall continue in full force and effect, and be binding upon the parties to this Letter throughout its term. enclosure EZK:vg ACCEPTED AND AGREED TO: Dated: ,?' £ /4 -__,, _____ ,,......_ __ _ Dated: APPROVED AS TO FORM: ~ Edward Z. Kotkin, City Attorney Sincerely, CITY OF PALM SPRINGS Edward Z. Kotkin, City Attorney CITY OF PALM SPRINGS, a California Charter City FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER, a California Non-Profit Corporation Byrxi-.. 1Y~--. : ~edges, President 32ATTACHMENT "A" FRIENDS OF THE ANIMAL SHELTER · SERVICE PAYMENT CPI 33Friends of the Animal Shelter Services Payment CPI City of Palm Springs 2015-2016 Payment Calculation: December 2013 December 2014 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in P~yment Amount New Annual· Payment Amount New Monthly Payment Amount 2016-2017 Payment Calculation: December 2014 December 2015 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount 2017-2018 Payment Calculation: December 2015 December 2016 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Payment Amount New Annual Payment Amount New Monthly Payment Amount Index 1982-84=100 238.742 240.475 1.733 0.726% $995,000 $7,224 $1,002,224 $83,518.67 Index 1982-84=100 240.475 245.357 4.882 2.030% $1,002,224 $20,345 $85,214.08 Index 1982-84=100 245.357 250.189 4.832 $11022,569 $20,134 $1,042,703 $86,891.92 1/17/2018 Animal Shelter Services Agreement CPI and History (01-17-2018); CPI Calculations 9:17 AM 34Friends of the Animal Shelter Services Payment CPI City of Palm Springs 2018-2019 Payment Calculation: December 2016 December 2017 One-year index change as a # One-year index change as a % Old Annual Payment Amount Increase in Pay~ent Amount New Annual Payment Amount New Monthly Payment Amount Index 1982-84=100 250.189 259.220 9.031 3.610% $1,042,703 $37,642 $1,080,345 $90,028.75 Source: Bureau of Labor Statistics, December Index card Los. Angeles-Riverside-Orange County CPI-U 1/17/2018 Animal Shelter Services Agreement CPI and History (01-17-2018); CPI Calculations ~:17 AM 35AMENDMENT NO. 1 ANIMAL SHELTER SERVICES AGREEMENT Friends of the Palm Springs Animal Shelter This Amendment No. 1 to the Animal Shelter Services Agreement ("Amendment") is made and entered into this 5TH day of November, 2013, by and between the City of Palm Springs, California, a California Charter City ("City"), and Friends of the Palm· Springs Animal Shelter, a California non-profit corporation, ("Friends"). RECITALS A. City and Friends entered into an Animal Shelter Services Agreement, dated October 17, 2012, to operate the Palm Springs Animal Shelter and to provide humane animal care services {"Agreement"). 8. City and Friends are agreeable to modifying certain terms and conditions to the Agreement pursuant to the terms of this Amendment. AGREEMENT In consideration of the promises and covenants contained in this Amendment and other good and valuable consideration, the City and the Friends agree: SECTION 1. Subsection E of section 9 of the Agreement is amended to read: E. The Friends shall maintain the Shelter in a neat and clean condition. The City shall be responsible for janitorial services by either providing such services itself or through a contract for services between the City and a janitorial service provider or by reimbursing the Friends for payments made by Friends pursuant to a contract for services between the Friends and a janitorial service provider approved by the City Manager. SECTION 2. Subsection F of Section 9 of the Agreement is amended to read: F. The City shall be responsible for electric, gas, telephone, water, and trash removal services. SECTION 3. Subsection A of Section 10 of the Agreement is amended to read: A. For Fiscal Years 2013-14 and 2014-15, the City shall contribute the base amount of Nine Hundred and Ninety Five Thousand Dollars ($995,000.00) to be paid in twelve (12) equal monthly installments commencing on July 1 of each fiscal year. For each of the next Fiscal Years the City shall contribute an amount equal to the base amount adjusted in an amount equal to the increase or decrease in the Consumer Price Index published by the United States Department of Labor, Bureau of Labor Statistics (1982-1984 = 100) [the "CPI"] for "All Items -All Urban Consumers," for the Los Angeles-Animal Shelter Services Agmt. Amend. No. 1 Friends of the Palm Springs Animal Shelter Page 1 of 2 36Riverside-Orange Counties Metropolitan Statistical Area, during the preceding year. If the option periods are exercised the contribution amount shall be negotiated in good faith by the Parties. SECTION 4. City and Friends hereby ratify and approve the terms of the letter agreement dated September 5, 2013 between the City Manager on behalf of the City and the Friends. SECTION 5. City and Friends agree that the terms of the Agreement, including the letter agreement dated September 5, 2013, shall remain unchanged and in full force and effect, except as specifically provided in this Amendment. In witness whereof, City and Friends have executed and entered into this Amendment as of the date first written above. CITY OF PALM SPRINGS, A California Charter City ATTEST: Animal Shelter Services Agmt. Amend. No. 1 Friends of the Palm Springs Animal Shelter Page 2 of 2 FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER California Non-profit Corporation W. Douglas APPROVED BY Cln' COl.!NCIL l\ ~ 'o. \'>) 1\J-. l>..'oll\) 37ANIMAL SHELTER SERVICES AGREEMENT THIS ANIMAL SHELTER AGREEMENT ("Agreement"), dated this 17th day of October, 2012, is entered into by and between the City of Palm Springs, a· California municipal corporation and charter city, ("City"), and Friends of the Palm Springs Animal Shelter, a California non-profit corporation, ("Friends"), with reference to the following: RECITALS A. The City currently provides a variety of animal control and shelter services which involve primarily the enforcement of the laws of the city and the state, including without limitation the provisions of Title 10 of the Palm Springs Municipal Code, regarding the proper care and maintenance of animals. These services include: (1) the operation of an impoundment facility in accordance with Palm Springs Municipal Code Section 10.20.030 which houses dogs, cats, and other animals surrendered by the public; (2) the provision of adoption services; (3} licensing of dogs in accordance with law; (4) assistance in rabies vaccination with local veterinarians; and (5) promotion of the humane treatment of ani~als. B. In October of 2011 the . City closed its original impoundment faGility of 4,000 square feet and opened a new, state of the art Animal Shelter of 20,000 square feet. The shelter was constructed with general funds of the City and contributions rais~d through the efforts of the Friends. Due in large measure to the efforts of the Friends, the impoundment operations. have evolved from a traditional shelter model to a sanctuary model that accentuates the goal of re•homing displaced pets and other animals/· Staffing has increased from 3 employees to 10 employees and an increase in total budget costs from $331,436 in FY 2010-11 to $1.05 million in FY 2011-12. It is anticipated that if the City continues to operate the Animal Shelter according to existing practices, the annual budget for the operation of the Shelter could exceed $1.3 mi.Ilion in FY 2012-13. C. The City Council continues to look at ways to effectively, efficiently, and affordably partner to provide Animal Shelter Services for the current fiscal year and the future. These efforts include not only the development of long range, stable funding for current services and others desired by the City, the Friends, and the community, but also strategic partnering in operation of the services within the capabilities of the organizations involved in these efforts. One such proposal is the transfer of operational responsibility of the Animal Shelter management and operations to the Friends. D. The Parties recognize and agree that the integration and continuation of Animal Services, traditional animal control, licensing, impoundment and sheltering, adoption, vaccination, and education, together with other services not currently available, will require a continuing public-private funding partnership between the City and Friends and other interested entities, contributors, and the community. E. The Palm Springs Animal Shelter (the "Shelter") encompasses the physical facility consisting of the animal shelter building and grounds as generally depicted on Exhibit 11A11 to this .Page I I ORtG!NAL D!D ANO/OR AGREEi\1ENT 38Agreement, as well as services that seek to meet the needs of the City and the community at large and, in particular, to provide safe, humane shelter for impounded, homeless, abused, neglected, lost or abandoned animals; primarily dogs and cats. It provides a temporary home for animals offered for adoption, held for a short time until their owners can be found, and shelters animals impounded for a variety of public reasons. F. It is the goal of the Parties to ensure that the Shelter operates in a professional manner, incorporating sound principles of kennel science, disease control, sanitation, and other humane animal care techniques. AGREEMENT 1. Grant of Authority. City hereby grants to Friends, and Friends hereby accepts, the right and obligation to manage, operate, use, posses, maintain, occupy, promote, and market the Shelter as an animal shelter for the purpose of providing care and humane treatment for lost, strayed, or homeless animals that are received into the Shelter, and animals seized by the City's Animal Control Officer or held pursuant to court order. The Friends shall perform and furnish, or cause to ·be performed and furnished, all management, operation, maintenance, promotion, marketing, and administration of the Shelter in accordance with all Legal Requirements, all on terms and subject to limitations of this Agreement. (For the purpose of this Agreement, the term "City Manager" or "Animal Control Officer" means the person, office, or position designated by the City Manager of the City.) Without in any way limiting The Friends right to manage and operate the Facility in accordance with the terms of this Agreement, the Friends, with the input of the City Manager, shall have the authority and responsibility to: (a) determine, establish, and implement the policies, standards and schedules for the operation and maintenance of the Shelter and all matters affecting customer relations; (b) hire, train, and supervise the Shelter employees; (c) supervise and direct all phases of advertising, sales, and business promotion for the Shelter; (d) establish accounting and payroll procedures and functions for the Shelter. City agrees that it will cooperate with the Friends to permit and assist the Friends to carry out its duties under this Agreement. 2. General. A. The Friends shall house animals currently at the Shelter and those received at the Shelter during the term of this Agreement, for the holding or redemption periods set forth in the Legal Requirements. At the end of the appropriate holding or redemption period, animals that have not been redeemed by their owners, shall be offered for adoption or euthanized as provided under the Legal Requirements. Friends shall encourage adoption where the animal and potential adoptive home are both believed to be appropriate. B. tn the exercise of its discretion, Friends may hold animals housed at the Shelter beyond the time required by law, provided that the Friends shall not hold animals beyond the time required by law if the same will result in there being insufficient space or facilities for the impoundment of animals seized pursuant to the City's Animal Control functions. Pagel2 39C. The Friends shall keep the Shelter open to the public a minimum of thirty-five (35) hours per week, six days a week, unless otherwise mutually agreed in writing by the Friends and the City Manager, and excepting closures reflective of the holidays determined by City Manager, or other occasional closures for other good and sufficient reasons determined by Friends, in which case notice will be provided to the City Manager at least 24 hours in advance, if possible. In no case will closure to the public compromise care, watering, and feeding of the animals. Subject to the foregoing, the Friends shall establish reasonable hours during which animals may be viewed, redeemed, or adopted. D. The Shelter may be required to house animals other than domestic companion animals, when necessary. Other animals may include livestock, birds, pet rodents, snakes, and other exotic animals. E. In performing is obligations and duties under this Agreement, the Friends shall conform to all applicable ordinances of the City of Palm Springs, the laws and regulations of the State of California, and the Stipulation and Order re Settlement, in the case of Daniel Teutle, et al. v. City of Palm Springs, et al. (Case No INC1103235 -Superior Court, County of Riverside, Inda Branch) and executed by the City and the Friends on June 26, 2012. A copy of this Settlement is on file in the Office ofthe City Clerk. All such ordinances, laws, and stipulations and orders are collectively referred to il'.l this Agreement as the "Legal Requirements." F. The Friends shall determine, establish, and implement the policies, standards, and schedules for the operation and maintenance of the Shelter and all matters affecting customer relations. The Friends shall be responsible for processing applications for the placement of adoptable animals in accordance with the Legal Requirements. The Friends shall be entitled to collect and retain reasonable adoption and redemption fees, issue dog licenses, and collect and retain payments for dog licenses G. The Friends shall maintain the capacity of the Shelter at its present level. No expansion or contraction from the present capacity shall occur without the written approval of the City. H. Friends shall operate the Shelter in conformance with the general provisions of this Agreement, develop and implement standards of care for its operations at the Shelter, and prepare benchmarks to measure its performance. Written standards and benchmarks will be provided to the City Manager within 120 days of the transfer of operations. 3. Medical Services. A. The Friends shall provide necessary veterinary services to the animals housed at the Shelter or placed in foster care up to $250 per animal or such higher amount as the Friends may establish. The Friends shall ensure that all veterinary services are provided by qualified personnel licensed by the State of California and can be provided on site through the utilization of medical facilities at the Shelter with visiting veterinaries or by utilizing a local veterinary clinic. Any dog or cat deemed adoptable shall be spayed or neutered as soon as practicable when Page 13 40determined to be medically sound. The Friends shall have the discretion to spay or neuter any other animal. B. The Friends shall provide the Shelter with sufficient funding to pay for all reasonable and necessary medical expenses incurred with regard to the treatment of the animals at the Shelter. C. It is the responsibility of the Friends that the Shelter's veterinarian and/or staff are (1) trained and appropriately certified to administer controlled euthanasia solutions, and (2) responsible for obtaining e~thanasia solutions, properly maintaining records pertaining to such solutions, and to safely keep the solutions in accordance with the Legal Requirements. D. The Friends shall develop and implement a system whereby animals are assessed for behavior and temperament in a manner consistent with the Legal Requirements. The Animal Care Manager of the Shelter, or the designee of the Executive Director of Friends, shall be consulted prior to a final determination being made regarding an animal's behavior and temperament. Under no circumstances shall the Friends allow any aggressive or dangerous animals to become available for adoption. E. The Friends shall euthanize animals that are irremediably suffering from injury or illness consistent with the Legal Requirements. The Friends shall also euthanize all animals found to be dangerous and or unadaptable as well as all animals found to be in poor health and untreatable. The Friends shall follow the HSUS and American Veterinary Association's recommended protocols for euthanasia. F. The Friends shall be wholly and_ solely responsible for providing general medical care for any animals in the Shelter, including all veterinary costs, including without limitation spaying/neutering and inoculations and medical supplies. G. The Friends shall provide for proper disease control at the Shelter so as to minimize the spread of disease. 4. Animal Care. A. The Friends shall be wholly and solely responsible to house, care for, water, and feed all surrendered, stray, and impounded animals held at the Shelter or in foster care and hold such animals, regardless of how each such animal was delivered to the Shelter for no less than the holding period of time as prescribed by the State or the City of Palm Springs, whichever applicable holding period is longest. The Friends shall periodically make recommendations to the City Council regarding the amounts to be charged for the impound and housing of animals under the provisions of this Agreement. The Friends shall retain all impound fees paid to the Shelter. B. Friends shall provide for the board and care of all animals that are impounded for any reason by the Animal Control Officer. Friends shall not deviate from any special conditions that the Animal Control Officer places on an impounded animal. The Friends shall provide for the putting to death of any animals so ordered by the courts or other competent authority. C. At a frequency no less than one time per day, all animals are to be fed and provided fresh water, and all water bowls, litters, and cages/kennels are to be cleaned and sanitized. Page 14 41D. The Friends shall provide for the adoption or placement of as many animals as possible in an effort to meet a goal of 90% live release rate. The Friends may place animals that have cleared their holding periods with properly vetted animal rescue groups; under no circumstance, however, shall Friends release animals to any type of a dealer or breeder. The Friends may provide pre-adoption of animals before the animals have cleared their respective hold or redemption periods as required under the Legal Requirements so long as such program is adequately disclosed to all potential adopting residents of the City and applied in a fair and consistent manner. E. The Friends shall provide Trap, Neuter, and Release feral cat programs consistent with past practices of the City or as authorized or approved by the City Manager. F. In accordance with the Legal Requirements, the Friends will provide final arrangements and disposal of any and all animals that die in the custody of Friends at the Shelter, are euthanized, put to death, or are deceased animals brought to the Shelter by Animal Control. Except as expressly provided in this provision, nothing herein shall require the Friends to handle or dispose of deceased animals from any other agencies or organizations. G. The Friends shall provide grooming services at the Shelter for all shelter animals so that at least 40 animals per month receive grooming. Groomings shall be tracked in the shelter monthly statistics. H. The Friends shall establish and sponsor a low cost rabies clinic or event at least two times a year. s. Records and Reports. A. The Friends shall maintain complete records of each animal admitted, housed, or maintained at the Shelter in a manner consistent with the Legal Requirements, using the existing Chameleon animal shelter management software. Any change from this system must be agreed to by the City Manager. All animals impounded shall be assigned an impound number for tracking purposes and records for each animal shall be maintained through the last date of the animars impoundment. Such records shall include without limitation kennel records, animal medical records, animal behavior records, adoption records, redemption records, euthanasia records, receipts, inventory, fees and charges, and activity records. All records shall be maintained for a minimum of 3 years. B. The Friends shall provide the City Manager with an annual audited financial report no later than seventy-five (75) days after the end of each calendar year during the term of this Agreement. C. The Friends shall be responsible for licensing all dogs as required in the Legal Requirements. The Friends shall be deemed an authorized licensing agent of the City Manager pursuant to the terms of Palm Springs Municipal Code Chapter 10.08, as amended from time to time. The Friends shall periodically make recommendations to the City Council regarding the amount to be charged for dog licenses. The Friends shall retain all dog license fees. The Friends shall offer on-line license payments and related services when practicable. Page I 5 42D. The Friends shall establish accounting and payroll procedures and functions for the Shelter. City Manager agrees that the City Manager will cooperate with Friends to permit and assist Friends to carry out its duties under this Agreement. E. The Friends shall develop and maintain monthly statistical reports, developed in cooperation with the City Manager and posted on the Shelter's Web Site. 6. Employees and Volunteers. A. The Friends shall employ, at all times during the term of this Agreement, such trained and qualified personnel as are necessary to properly perform the duties and responsibilities specified in this Agreement. The Friends shall be solely responsible for the recruitment, hiring, training, supervision, and/or termination of all staff and/or volunteers. The employees of the Friends shall not be employees of the City. B. The Friends shall maintain adequate staffing levels at the Shelter to ensure that all services outlined in this Agreement are provided in an efficient and professional manner. . C.. The Friends shall establish, promote, and operate volunteer and/or community service programs and shall assume liability for, appropriately screen, supervise, and train all such volunteers assisting at the Shelter. D. It is expressly understo<?d and agreed by the Friends that its officers, employees, and agents will not be deputized and will not be authorized to enforce any rules, regulations, ordinances or laws except as specifically provided in this Agreement. The City, through its authorized agents, will enforce all animal control ordinances. E. The Friends shall provide a minimum of 14.2 FTE staffing for the shelter operations. In the event that animal populations decrease substantially due to the positive programs established by the Friend, the Friends may petition the City for a lower FTE level. Typical positions may include those similar to the following: Page 16 (a) Executive Director (b) Animal Care Manager (c) Animal Health Technician (d) Volunteer Coordinator (e) Customer Service and Office Manager (f) Foster and Transfer Coord. 50% (g) Adoption Counselor 75% (h) Intake Coord. 75% (i) Groomer 50% (j) Lead Animal Care Attendant (1) (k) Animal Care attendant (5) (I) Animal Care Attendant 50% (1) (m) Animal Care Attendant 20% (1) 437. Insurance and Indemnity. A. The Friends shall maintain Workers' compensation and disability insurance as may be required by law with respect to all persons (other than Animal Control Officers) working at or performing services for or at the Shelter. Certificates of such insurance shall be filed annually with the City Clerk. B. The Friends shall, at its sole cost and expense, procure such public liability insurance from insurers acceptable to the City1s Risk Manager as will protect the Friends and the City from any claims for damages to property and for personal injuries, including, without limitation, death, which may in any way arise hereunder or from the services provided by the Friends or anyone directly or indirectly employed by the Friends. Such liability insurance shall have a policy limit of not less than Five Million ($5,000,000.00) Dollars per occurrence, and shall name the City of Palm Springs as an "additional insured11 and shall not be cancellable without prior notic~ to the City. C. Copies of all policies and related endorsements shall be delivered to the City Clerk with full premiums paid on or as promptly as practicable after the commencement date of this Agreement. All policies shall be subject to the written prior approval of the Risk Manager for adequacy in form and protection. D. Notwithstanding anything contained in this Agreement to the contrary, the Friends shall protect, save, and keep the City harmless and indemnify the City from and against any and all claims, losses, costs, damages, suits, judgments, penalties, expenses, and liabilities of any kind or nature whatsoever arising after November 1, 2012, directly or indirectly arising out of or in connection with this Agreement and the performance hereunder by the Friends of the terms and conditions of this Agreement. 8. Working with the City. A. The Friends and the City Manager shall coordinate the documentation, monitoring, and handling of all animals under quarantine in conformance with the Legal Requirements. The Friends shall immediately report to the City Manager the improper or accidental release of any animal from the Shelter. B. Animal Control personnel of the City shall be permitted to use the Shelter and related equipment to the extent necessary in the performance of their duties. C. The Friends shall promote animal care and control in accordance with the Legal Requirements and shall provide public assistance and referral of all issues related to animal control to the Animal Control Officer. 9. A. Maintenance and Repair of the Shelter. The Friends shall provide the Shelter with sufficient funding to purchase and maintain an adequate inventory of all consumable supplies and equipment necessary to conduct Shelter operations. Page j 7 44B. The Foundation shall do nothing detrimental to the facilities, equipment, or property of the Shelter. The Friends shall not intentionally harm the Shelter building, grounds, or equipment. Upon City determination of intentional harm {through willful act or neglect) to building, grounds, or equipment, the Friends will be financially responsible for all repairs and may be subject to termination of this Agreement as provided in this Agreement. The Executive Director or the Executive Director's designee shall contact the City Manager when repairs to the Shelter are needed. The Friends are responsible for contacting City Manager in a timely manner for emergency or non-routine maintenance issues that may arise. C. Title to the Shelter and the furniture, furnishings, fixtures, appliances, and equipment remaining at the premises on the commencement date hereof and installed during the term of this Agreement or any extension thereof, shall remain vested in the City. D. The Friends shall be responsible for minor cosmetic maintenance such as small drywall repairs, painting, light bulb changes, and regular deep cleaning of the facility. The Friends shall also be responsible for maintenance of washer/dryer, dishwasher-sanitizers, SMT Pressure cleaning system including the filters (but not the pumps which will be maintained by City), computer systems and servers, phone system, CCTV system. E. The Friends shall be responsible for all custodial maintenance, maintaining the Shelter in a neat and clean condition, and specifically for cleaning the Shelter on a daily_basis. F. The Friends shall be responsible for all utilities, including without limitation, electric, gas, telephone, water, and trash removal. G. Friends and its agents, employees, or contractors subcontractors or other representatives shall not bring upon the Shelter, or permit or authorize any other person or entity to bring upon the Shelter, any hazardous materials, hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof). Notwithstanding the foregoing, Friends may bring such fuels and lubricants onto the Shelter as may be required for operation of construction vehicles during construction and backup power for generators during, maintenance or repair of the Friends' Facilities. In addition, Friends may also bring onto the Shelter, any lead-acid batteries, cleaning solvents, and other chemicals necessary for proper utilization and maintenance of the Friends' Facilities. In bringing any materials or substance onto, or using any materials and substances on, the Shelter, Friends shall comply with all federal, State, and local government laws, regulations, and rules. Friends shall be sole-ly responsible for any damages or costs incurred by Lessor due to any environmental contamination, arising from the presence or use on Friends' behalf of any hazardous materials or substances that Friends, its agents, employees, contractors, subcontractors or other representatives bring onto the Shelter. 10. City Obligations. A. For fiscal year 2012-13 the City will contribute funds in an amount equal to the unexpended budgeted funds that remain in the current fiscal year City's budget accounts attributed to the management and operation of the Shelter, including prorated costs of utilities Page 18 45and custodial maintenance according to the following schedule: 50% on November 1, 2012 and 50% on February 1, 2013. For fiscal years 2013-14 and 2014-15, the City shall contribute the base amount of Nine Hundred and Ninety Five Thousand Dollars ($995,000)~ to be paid in four equal installments on June 1, Octoberl, February 1, and May 1 of each fiscal year. For each of the next three Fiscal Years the City shall contribute an amount equal to the base amount adjusted in an amount equal to the increase or decrease in the Consumer Price Index published by the United States Department of Labor, Bureau of Labor Statistics (1982-1984 = 100) [the "CPI"] for "All Items -All Urban Consumers", for the Los Angeles County-Riverside-Orange County Metropolitan Statistical Area, during the preceding year. If the option periods are exercised the contribution amount shall be negotiated in good faith by the Parties. B. The City shall be responsible for all maintenance of the air conditioning system in the · Shelter. City Manager shall provide training on the control system so that the Friends can reasonably adjust the temperature in certain areas of the Shelter authorized by the City Manager. C. City shall also provide maintenance of the Shelter's landscaping. D. City will provide and assign to Friends the version of Chameleon Shelter Management computer software currently used at the Shelter to maintain Shelter records and provide training in its use, subject to any applicable software licensing or maintenance agreements that may be necessary for the Friends to enter into. E. The City will continue to include the Shelter on the City's real property insurance policies. F. The City Council will periodically review and establish license and impound fees in amounts the City Council reasonably determines will allow the Friends to recover their costs in providing the licensing and impound services pursuant to the terms of this Agreement. G. The City Council will appoint a member of the City Council to serve as Liaison to the Board of Directors of Friends. · 11. Term and Termination. A. The term of this Agreement shall be five (5) years and eight (8) months, commencing on November 1, 2012 and ending on June 30, 2018. The term of the Agreement may be extended twice for three (3) years for each extension, with the mutual consent and agreement of the Parties. B. The Parties intend that any issues related to operations at the Shelter or issues relating to interactions between the employees or agents of the parties, or any issues concerning rights and responsibilities under this Agreement, be resolved at the lowest possible level. Toward that end, the Parties agree to attempt in good faith to mutually resolve disputes at a staff level in the first instance. If unresolved, the dispute will be moved to the next level of supervisor in the case of the City, and the Shelter Manager in the case of Friends. If the matter cannot be resolved at that level, the issue will be addressed by the City Manager and the Executive Director to mutually resolve the dispute. If, at this level, the Parties are still unable to reach resolution, then the Parties may mutually agree to submit the issue in controversy to mediation through a mutually agreed upon Page I 9 46local mediator. Any costs for mediation shall be borne equally by the Parties. If the Parties are unable to reach resolution through mediation, the Parties shall then be free to exercise their respective rights under the Agreement through whatever means are available under law. C. Either party may terminate this Agreement by giving written notice to the other party of not less than twelve (12) months. In the event of such termination, the City shall be responsible for payment to the Friends only for services actually rendered through and until the final date of termination. 12. Miscellaneous Provisions. A. The Friends shall comply with the Recycled Water Requirements as provided in Exhibit 11811 to this Agreement and as such requirements may be amended from time to time by attions of the State Department of Public Health and the Desert Water Agency. The City shall cooperate with the Friends in the Friends compliance with these requirements. B. The Friends represents that it is legally qualified to perform all of its obligations and duties as required under the terms of this Agreement and that it is properly incorporated as a Not for Profit Corporation under the laws of the State of California. C. The City Manager has the right to make inspections of the Shelter upon reasonable notice during business hours to assure compliance with the requirements of this Agreement and to ensure that the animals are cared for in a humane manner consistent with the provisions of this Agreement and the Legal Requirements. D. Noting in this Agreement shall be construed as establishing a partnership under California law between the parties or to authorize either party to this Agreement to incur any debt or obligation of the other. Neither the City nor the Friends shall be considered as the agent of the other nor shall either have the right to bind the other in any manner whatsoever. E. The Friends shall not assign ·this Agreement or otherwise engage any other organization to perform the work or services to be performed under this Agreement without the express written consent of the City Council. F. It is the express understanding of the parties that this Agreement does not constitute an employer-employee arrangement. The Friends is an independent contractor and covenants that it will conduct itself consistent with such status. G. It is understood that continuation of the Agreement between the Parti~s is subject to available city funding in annual appropriations during the budget process. H. This Agreement represents the entire understanding of the City and the Friends as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered by this Agreement. This Agreement shall be governed by the laws of the State of California and construed as if drafted by both City and the Friends. Any action, arbitration, mediation, hearing or other proceeding related to this Agreement shall be conducted only in the County of Riverside. I. Any written notices required pursuant to this Agreement shall be made by certified or registered mail, return receipt requested, or reliable overnight courier and delivered to the following address: Page 110 47To City: To Friends: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: City Manager Stephen Boyd Vice President, Friends of the Palm Springs Animal Shelter P .0. Box 4808 Palm Springs, California 92263-4808 J. Each party agrees to and shall do and perform such other and further acts and properly execute and deliver such other and further documents as may be reasonably necessary, expedient or convenient to implement the intents and purposes hereof. K. Whenever this Agreement requires or calls for the approval or consent of any party hereto, such approval shall not be unreasonably withheld, delayed, or conditioned. L. In the event of any dispute, arbitration, or litigation arising out of or relating to this Agreement, or the breach or performance of it, the prevailing party shall be entitled to recover, in addition to any other appropriate relief, reasonable attorneys' fees and legal costs incurred in connection therewith. M. In the event any provisions of this Agreement is deemed or construed by arbitration or a court of competent jurisdiction to be unenforceable, the remaining provisions shall nevertheless remain binding and enforceable to the maximum extent possible. IN WITNESS WHEREOF, the parties hereto have executed this Agreement and made it effective as of the day and year set forth above. Friends: CITY: ATTEST: APPROVED AS TO LEGAL FORM: Page I 11 FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER By: --ta~---L...6JF4-'il'-i~-~1F=--4,,---Title: ----..,.c.,.-=--:.....::.~.a+c;,&,,,.;lf--=-~~.-:-z.-e--,A---Dated: ----41,i'--#-~lt-.:......:JL---..L--.a.ic..;;;..K..........,.~--CITY OF PALM SPRINGS A California municipal corporation and charter city :~~~~ APPROVED BY Cl1Y COUNCIL \Q:(\•\1 e,p ~\,$ 48ACKNOWLEDGMENT ;,· ., State of California , r County of ,f, ~ u~ i e1 t.. On O cf._ before me, A'°"'"~' /1 ~ ti ; e .Se) I, ',t;, JJ rh'-7j ~ t,, h c (insert name and title of the officer) personallyappeared J.,../. p~J(",Qfr . ' who proved to me on the basis of evidence to be the person.<,, whose nama(.IJ ..!..slaie subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by hi~ signatur~ on the instrument'the . . person(a)', or the entity upon behalf of which the peison(s} acted, executed the instrument · ---·1--~UAEterf~~l;W.'§F-P.e.ft.Jt'RY&.:un_d@f·the ·laws ·of the State of California tt,at the foregoing paragraph is trµe and correct • .... , WITNESS my hand and official seal. (Seal) 49MESOUI T£ A vH,jU£ I I I -... cu ., -; ..t: V, c( ci I-E 0 a:i ·2 <( 0 ct: :c C < _, ~ ~ X 0 LU C n, a: cu ,w ~ -J I I . i. I· I I I I -, I 0 SITEPL.MII ~ 0 ~ ~ 0 © • s 0 e 0 ® I 0 e 0 © e e ) _,._ . __,,., ______ , ____ ,.._ .. ~-· J 1 !!~.:=:..~=--~~· ='-=":-.:1t,.__ =l~~-=-.:..n:=n..:~==-~ ~.a. • ~--=-.:."""'---..... ~ .......... t.n,M"I ........ , • ~-tcllillln, ,-,u.___, ..... ,. ........ ~ . =-~~--=--=---==--~· --.11...a: .. ...-.. ,__ __________________________________ __,.._ ___________________________ ~ SWATT I MIDIS ARCHITECTS ;::: :;r ,, .... ,:•a--"'· c• ,.. ,,o •• , fiJ!!wM,.,,.,,,,. , ____ _ AIIIIIALCMI FACILITY =~::.. ,,,..,.. 2__.,. ... ,-~ A1.01 -~,i 50EXHIBIT B (Recycled Water Requirements) Recycled Water Requirements The Palm Springs Animal Shelter utilizes reclaimed water for all kennel wash-down as well as flushing of toilets and urinals. As the only facility in all of Riverside County to hold a permit (CDPH Project No. 3390005-711) for utilization of reclaimed water inside of the building there are State requirements to maintain the permit. Site Supervisor: The Operator shall appoint a Recycled Water Site Supervisor at the facility who will obtain training and certification on the operational practices related to recycled water. The Site Supervisor's contact information will be provided to the State Department of Public Health and Desert Water Agency for emergency purposes. The Site Supervisor shall be responsible for the following: (a) Recycled water use in accordance with the Desert Water Agency, State Department of Public Health and the Regional Water Quality Control Board requirements and preventing potential violations of those guidelines; including required start up, cross connection and backflow prevention testing; and (b) Maintaining copies of applicable permits on-site, and (c) Using Best Management Practices to eliminate irrigation runoff, overspray, and ponding; and (d) Operating, repairing, maintaining, and monitoring the recycled water system to minimize failure of equipment and materials; and (e) Knowledge of the basic concepts of backflow and cross-connection prevention, system testing and related emergency procedures; and (f) Ensuring that there are no cross-connections made between the drinking water and recycled water systems; and (g) Being present at all cross-connection tests; and (h) Take action to contain any unauthorized discharge of recycled water; and (i) Educating all maintenance personnel and volunteers on the proper use of recycled water and reminding them that it is not approved for drinking, washing or cooking; and (j) Notifying Desert Water Agency immediately in the event of any recycled water line break, spill, unauthorized discharge, cross-connection, fluctuation in piping system pressure, major change in water quality or any other failures, violations and emergencies that occur involving the recycled water or drinking water systems; and (k) Notifying the Desert Water Agency of any signs designating landscape areas being irrigated with the recycled water that need to be replaced; and (I) Notifying the Desert Water Agency as to any change in ownership of the property; and (m) Obtaining prior approval from the Desert Water Agency for all proposed changes and modifications to any on-site facilities. Page I 13 51Training: Friends will provide appropriate training for all staff and volunteers of the Animal Care Facility in the correct operations and use of the existing recycled water system, procedures for use of the SMT Wash-down system, and the facilities other uses of recycled water. Only trained staff and volunteers will be allowed to operate the SMT kennel wash-down system. The SMT water supply, in public areas, will be through locked control boxes. The public will be restricted from access to the SMT water supply. Contacts: (a) Desert Water Agency: Debbie Randall, P.O. Box 1710, Palm Springs, Ca. 92264, (760)323-4971 (b) State Department of Public Health: Chun Huang, Ca. Dept. of Public Health, 1350 Front Street, Room 2050, San Diego, Ca. 92101 (c) Regional Water Quality Control Board: Robert Purdue, 73-720 Fred Waring Dr., Palm Desert, Ca. 92260 ·Page I 14 52ATTACHMENT 4 53REVISED AND RESTATED ANIMAL SHELTER SERVICES AGREEMENT THIS REVISED AND RESTATED ANIMAL SHELTER SERVICES AGREEMENT ("Agreement"), dated this __ day of _____ , 2021, is entered into by and between the City of Palm Springs, a California municipal corporation and charter city, ("City"), and Friends of the Palm Springs Animal Shelter, a California non-profit corporation, ("Friends"), with reference to the following: RECITALS A. In 2011 the City completed construction of, and opened for public use, a new state-of-the-art 20,000 square feet Palm Springs Animal Shelter facility and grounds located at 4575 E. Mesquite Avenue, (the "Shelter''), as generally depicted on Exhibit "A" to this Agreement. The City's operation of the Shelter provides for a safe, humane shelter for impounded, homeless, abused, neglected, lost or abandoned animals, and provides a temporary home for animals offered for adoption, held for a short time until their owners can be found, and animals impounded for a variety of reasons. B. On October 17, 2012, the Parties entered into that certain Animal Shelter Services Agreement, as further amended on November 6, 2013, (the "2012 Agreement"). The initial term of the 2012 Agreement ended on January 18, 2018, and is subject to two (2) extensions of three (3) years each with mutual consent and agreement of the Parties. C. By mutual consent and agreement, the 2012 Agreement has been extended through June 30, 2021. D. Pursuant to the 2012 Agreement, Friends currently provides a variety of animal control services for the City which involve primarily the enforcement of the laws of the City and the state, including without limitation the provisions of Title 10 of the Palm Springs Municipal Code, regarding the proper care and maintenance of animals, (the "Services"). The Services include: (1) the operation of the Shelter in accordance with Palm Springs Municipal Code Section 10.20.030 which houses dogs, cats, and other animals surrendered by the public; (2) the provision of adoption services; (3) licensing of dogs in accordance with the law; (4) assistance in rabies vaccination with local veterinarians; (5) promotion of the humane treatment of animals; (6) and such other related services as required or desired by the Parties. E. The Services provided by Friends do not include those provided by an Animal Services Officer that include patrolling City streets to find dead, sick, injured, stray, or trapped animals, or to investigate injuries to and by animals, and directly related services, (the "Animal Control Services"). The City provides Animal Control Services separately through its Animal Services Officers employed by the City in the Palm Springs Police Department. F. The Parties recognize and agree that the continuation of the Services, together with other services that can be provided by Friends, will require a continuing Page 1 of 20 54and extended public-private funding partnership between the City and Friends and other interested entities, contributors, and the community. G. It is the goal of the Parties to ensure that the Shelter operates in a professional manner, incorporating sound principles of shelter medicine, disease control, sanitation, and other humane animal care techniques. H. The Parties now desire to enter into this Revised and Restated Agreement for Friends to continue to provide the Services on behalf of the City. AGREEMENT 1. Grant of Authority. City hereby grants to Friends, and Friends hereby accepts, the right and obligation to manage, operate, use, posses, maintain, occupy, promote, and market the Shelter as an animal shelter for the purpose of providing care and humane treatment for lost, strayed, abandoned, surrendered or homeless animals that are received into the Shelter, and animals seized by the City's Animal Services Officers or held pursuant to court order. Friends shall perform and furnish, or cause to be performed and furnished, all management, operation, maintenance, promotion, marketing, and administration of the Shelter in accordance with all Legal Requirements, all on terms and subject to limitations of this Agreement. (For the purpose of this Agreement, the term "City Manager'' or "Animal Services Officer'' means the person, office, or position designated by the City Manager of the City.) Without in any way limiting Friends' right to manage and operate the Facility in accordance with the terms of this Agreement, Friends, with the input of the City Manager, shall have the authority and responsibility to: (a) determine, establish, and implement the policies, standards and schedules for the operation and maintenance of the Shelter and all matters affecting customer relations; (b) hire, train, and supervise the Shelter employees; (c) supervise and direct all phases of advertising, sales, and business promotion for the Shelter; (d) establish accounting and payroll procedures and functions for the Shelter. City agrees that it will cooperate with Friends to permit and assist Friends to carry out its duties under this Agreement. 2. General. A. Friends shall house animals currently at the Shelter and those received at the Shelter during the term of this Agreement, for the holding or redemption periods set forth in the Legal Requirements. At the end of the appropriate holding or redemption period, animals that have not been redeemed by their owners, shall be offered for adoption or euthanized as provided under the Legal Requirements. Friends shall encourage adoption where the animal and potential adoptive home are both believed to be appropriate. B. In the exercise of its discretion, Friends may hold animals housed at the Shelter beyond the time required by law, provided that Friends shall not hold animals beyond the time required by law if the same will result in there being insufficient space or facilities for the impoundment of animals seized pursuant to the City's Animal Control functions. Page 2 of 20 55C. Friends shall keep the Shelter open to the public a minimum of thirty-five (35) hours per week, six days a week, unless otherwise mutually agreed in writing by Friends and the City Manager. The Shelter may be closed for the following recognized holidays: New Year's Day, July 4th, Thanksgiving Day, half day on Christmas Eve, Christmas Day, and half day ori New Year's Eve. Other closures of the Shelter may be proposed by Friends for good and sufficient reason, with 24 hours advance written notice provided to the City Manager. In no case will closure to the public compromise care, watering, and feeding of the animals. Subject to the foregoing, Friends shall establish reasonable hours during which animals may be viewed, redeemed, or adopted. D. The Shelter may be required to house animals other than domestic companion animals, when necessary. Other animals may include livestock, birds, pet rodents, snakes, and other exotic animals. E. In performing is obligations and duties under this Agreement, Friends shall conform to all applicable ordinances of the City of Palm Springs, the laws and regulations of the State of California, and the Stipulation and Order re Settlement, in the case of Daniel Teutle. et al. v. City of Palm Springs. et al. (Case No INCt 103235 -Superior Court, County of Riverside, lndo Branch) and executed by the City and Friends on June 26, 2012. A copy of this Settlement is on file in the Office of the City Clerk. All such ordinances, laws, and stipulations and orders are collectively referred to in this Agreement as the "Legal Requirements." F. Friends shall determine, establish, and implement the policies, standards, and schedules for the operation and maintenance of the Shelter and all matters affecting customer relations. Friends shall be responsible for processing applications for the placement of adoptable animals in accordance with the Legal Requirements. Friends shall be entitled to collect and retain reasonable adoption and redemption fees, issue dog licenses, and collect and retain payments for dog licenses. G. Friends may increase the capacity of the Shelter by providing advance written notice to the City Manager stating the reasons and justification for increasing the capacity, the amount of the increased capacity, and such other information related thereto. In proposing any increase to the capacity of the Shelter, Friends shall, at its sole cost and expense, be responsible for all necessary interior or exterior improvements to provide increased capacity, subject to the City's prior review and approval. Friends shall be solely responsible for any and all costs, and no City funds shall be utilized, for the housing and care of animals obtained from outside the City of Palm Springs. Friends shall only accept animals from outside the City of Palm Springs, if there is sufficient capacity to accommodate those animals. H. Friends shall operate the Shelter in conformance with the general provisions of this Agreement, develop and implement standards of care for its operations at the Shelter, and prepare benchmarks to measure its performance. Written standards and benchmarks will be provided to the City Manager. Page 3 of 20 563. Medical Services. A. Friends shall provide prompt and reasonably necessary veterinary care to the animals housed at the Shelter or placed in foster care. Friends shall ensure that all veterinary care is provided by qualified personnel licensed by the State of California and can be provided on site through the utilization of medical facilities at the Shelter with visiting veterinarians or by utilizing a local veterinary clinic. Any dog or cat deemed adoptable shall be spayed or neutered as soon as practicable when determined to be medically sound. Friends shall have the discretion to spay or neuter any other species of animal. B. Friends shall provide the Shelter with sufficient funding to pay for all reasonable and necessary medical expenses incurred with regard to the treatment of the animals at the Shelter. C. It is the responsibility of Friends that the Shelter's veterinarian and/or staff are (1) trained and appropriately certified to administer controlled euthanasia solutions, and (2) responsible for obtaining euthanasia solutions, properly maintaining records pertaining to such solutions, and to safely keep the solutions in accordance with the Legal Requirements. D. Friends shall develop and implement a system whereby animals are assessed for behavior and temperament in a manner consistent with the Legal Requirements. The Executive Director of Friends, or designee, shall be consulted prior to a final determination made regarding an animal's vicious or potentially dangerous behavior and temperament. Under no circumstances shall Friends allow any vicious or potentially dangerous animals to become available for adoption. E. Friends shall euthanize animals that are irremediably suffering from injury or illness consistent with the Legal Requirements. Friends shall also euthanize all animals found to be vicious or potentially dangerous as well as all animals found to be in poor health and untreatable. Friends shall follow the HSUS and American Veterinary Association's recommended protocols for euthanasia. F. Friends shall be wholly and solely responsible for providing general medical care for any animals in the Shelter, including all veterinary costs, including without limitation spaying/neutering, vaccinations, and medical supplies. G. Friends shall provide for proper disease control at the Shelter to minimize the spread of disease. 4. Animal Care. A. Friends shall be wholly and solely responsible to house, care for, groom, water, and feed all surrendered, stray, and impounded animals held at the Shelter or in foster care and hold such animals, regardless of how each such animal was delivered to the Shelter, for no less than the holding period of time as prescribed by the State or the City, whichever applicable holding period is longest. Friends shall periodically make recommendations to the City Manager regarding the amounts to be charged for the impound and housing of animals under the provisions of this Agreement. Such Page 4 of 20 57recommendations may be forwarded to the City Council for consideration and approval. Any change to fees charged by Friends shall require prior approval by the City Council. Friends may retain all impound fees paid to the Shelter. B. Friends shall provide for the board and care of all animals that are impounded for any reason by the City's Animal Services Officers. Friends shall not deviate from any special conditions that the Animal Services Officer places on an impounded animal. Friends shall provide for the euthanasia of any animals so ordered by the courts or other competent authority. C. At a frequency not less than one time per day, all animals are to be fed and provided fresh water, and all water bowls, litters, and cages/kennels are to be cleaned and sanitized. D. Friends shall provide for the adoption or placement of as many animals as possible to meet a goal of 90% live release rate. Friends may place animals who have cleared their holding periods with properly vetted animal rescue groups; under no circumstance, however, shall Friends release animals to any type of a dealer or breeder. E. Friends shall provide Trap, Neuter, and Release feral cat programs consistent with best practices and Legal Requirements. F. In accordance with the Legal Requirements, Friends will provide final arrangements and disposal of any and all animals that die in the custody of Friends at the Shelter, are euthanized, or are deceased animals brought to the Shelter by the City's Animal Services Officers. Except as expressly provided in this provision, nothing herein shall require Friends to handle or dispose of deceased animals from any other agencies or organizations. G. Friends shall establish and sponsor a low-cost rabies clinic or event at least two times a year. 5. Records and Reports. A. Friends shall maintain complete records of each animal admitted, housed, or maintained at the Shelter in a manner consistent with the Legal Requirements, using computer software appropriate for animal shelter operations. All animals impounded shall be assigned an impound number for tracking purposes and records for each animal shall be maintained through the last date of the animal's impoundment. Such records shall include, without limitation, kennel records, animal medical records, animal behavior records, adoption records, redemption records, euthanasia records, receipts, inventory, fees and charges, activity records, and whether the animal was from within the City or from outside the City of Palm Springs. All records shall be maintained for a minimum of 3 years. B. Friends shall provide the City Manager with an annual audited financial report no later than seventy-five (75) days after the end of each calendar year during the term of this Agreement. Page 5 of 20 58C. Friends shall be responsible for licensing all dogs as required in the Legal Requirements. Friends shall be deemed an authorized licensing agent of the City Manager pursuant to the terms of Palm Springs Municipal Code Chapter 10.08, as amended from time to time. Friends shall periodically make recommendations to the City Manager regarding the amount to be charged for dog licenses. Such recommendations may be forwarded to the City Council for consideration and approval. Any change to fees charged by Friends shall require prior approval by the City Council. Friends may retain all dog license fees. Friends shall offer on-line license payments and related services when practicable. D. Friends shall establish accounting and payroll procedures and functions for the Shelter. City Manager agrees that the City Manager will cooperate with Friends to permit and assist Friends to carry out its duties under this Agreement. E. Friends shall develop and maintain monthly statistical reports, developed in cooperation with the City Manager and posted on the Friend's Web Site. 6. Employees and Volunteers. A. Friends shall employ, at all times during the term of this Agreement, such trained and qualified personnel as are necessary to properly perform the duties and responsibilities specified in this Agreement. Friends shall be solely responsible for the recruitment, hiring, training, supervision, and/or termination of all staff and/or volunteers. The employees of Friends shall not be employees of the City. 8. Friends shall establish, promote, and operate volunteer and/or community service programs and shall assume liability for, appropriately screen, supervise, and train all such volunteers assisting at the Shelter. C. It is expressly understood and agreed by Friends that its officers, employees, and agents will not be deputized and will not be authorized to enforce any rules, regulations, ordinances or laws except as specifically provided in this Agreement. The City, through its Animal Services Officers, will enforce all animal control ordinances. D. It is expressly understood and agreed that Friends shall maintain adequate staffing levels at the Shelter to ensure that all services outlined in this Agreement are provided in an efficient and professional manner. As of the effective date of this Agreement, Friends has approximately 40 full time equivalent positions at the Shelter consisting of an Executive Director, Managers, Technicians, Coordinators, and Attendants. Friends shall provide notice to the City Manager of any decrease proposed in the number of full time equivalent staffing positions as part of Friends' requested annual operating budget submitted for the City's consideration as part of the City's fiscal year budget process. E. The legal relationship between the Parties is that of an independent contractor, and nothing shall be deemed to make any employees or volunteers of Friends a City employee. (i) During the performance of this Agreement, Friends and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Page 6 of 20 59Services under this Agreement on behalf of Friends shall at all times be under Friends' exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Friends or any of its officers, employees, or agents, except as set forth in this Agreement. Friends, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Friends' employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Friends shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Friends in its business or otherwise a joint venturer or a member of any joint enterprise with Friends. (ii) Friends shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. (iii) No City benefits shall be available to Friends, its officers, employees, or agents in connection with any performance under this Agreement. Except for contract fees paid to Contractor as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Contractor, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Subsection 1 O A in this Agreement, of any nature relating to salary, taxes, or benefits of Contractor's officers, employees, servants, representatives, subcontractors, or agents, Contractor shall indemnify City for all such financial obligations. 7. Insurance and Indemnity. 7.1 Types of Insurance. Friends shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Friends' performance of Work under this Agreement, including Friends' agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Friends agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Friends shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. All insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Workers' Compensation Insurance. Friends shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance Page 7 of 20 60with all other statutory requirements, as required by the State of California. Friends agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. B. Commercial General Liability Insurance. Friends shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least five million dollars ($5,000,000} for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. C. Business Automobile Insurance. Friends shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. D. Employer Liability Insurance. Friends shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000) for bodily injury or disease. 7.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Friends guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Friends' ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000. 7.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Friends under this Agreement: A. For any claims related to this Agreement, Friends' coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Friends' insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Friends and available or applicable to this Agreement are intended to apply to each insured, including Page 8 of 20 61additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Friends agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will 11endeavor11 (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Friends' obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. F. Friends agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Friends, provide the same minimum insurance coverage required of Friends. Friends agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Friends agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. G. Friends acknowledges and agrees that any actual or alleged failure on the part of the City to inform Friends of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. H. Friends shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. Page 9 of 20 62K. Friends agrees to provide immediate notice to City of any claim or loss against Friends arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. L. Friends agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Friends may be held responsible for the payment of damages resulting from the Friends' activities or the activities of any person or person for which the Friends is otherwise responsible. 7.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VI I, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 7.5 Verification of Coverage. Friends shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Friends' insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured ... " ("as respects City of Palm Springs Contract No._" or "for any and all work performed with the City" may be included in this statement). B. 11 This insurance is primary and non-contributory over any insurance or self-insurance the City may have ... 11 (11 as respects City of Palm Springs Contract No._" or 11 for any and all work performed with the City' may be included in this statement). C. 11 Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. Page 10 of 20 63D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Friends' obligation to provide them. 7.6 Indemnification and Reimbursement. To the fullest extent permitted by law, Friends shall defend (at Friends' sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Friends' employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Friends, its officers, employees, representatives, and agents, that arise out of or relate to Friends' performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Friends' indemnification obligation or other liability under this Agreement. Friends' indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 8. Working with the City. A. Friends and the City Manager shall coordinate the documentation, monitoring, and handling of all animals under quarantine in conformance with the Legal Requirements. Friends shall immediately report to the City Manager the improper or accidental release of any animal from the Shelter. B. The City's Animal Services Officers shall be permitted to use the Shelter and related equipment to the extent necessary in the performance of Animal Control Services. C. Friends shall promote animal care and control in accordance with the Legal Requirements and shall provide public assistance and referral of all issues related to animal control to the City's Animal Services Officers. Page 11 of 20 649. Maintenance and Repair of the Shelter. A. Friends shall provide the Shelter with sufficient funding to purchase and maintain an adequate inventory of all consumable supplies and equipment necessary to conduct Shelter operations. B. Friends shall do nothing detrimental to the facilities, equipment, or property of the Shelter. Friends shall not intentionally harm the Shelter building, grounds, or equipment. Upon City determination of intentional harm (through willful act or neglect) to building, grounds, or equipment, Friends will be financially responsible for all repairs and may be subject to termination of this Agreement as provided in this Agreement. The Executive Director or the Executive Director's designee shall contact the City Manager when repairs to the Shelter are needed. Friends are responsible for contacting City Manager in a timely manner for emergency or non-routine maintenance issues that may arise. C. Title to the Shelter, and title to the furniture, furnishings, fixtures, appliances, and equipment attached to the building or Property, (the "FFE"), at the Shelter on the commencement date hereof and installed during the term of this Agreement or any extension thereof, shall remain vested in the City. To the extent Friends acquires or purchases any FFE during the term of the Agreement, Friends shall provide the City Manager with written notice of the date of such acquisition, a physical description and location where used in the Shelter, and title to the listed FFE will remain vested with Friends. D. During the term hereof Friends shall maintain the Shelter in good order and condition and shall at its own cost and expense make all interior repairs, including painting and maintaining in as good a condition as existed at the commencement of the Agreement the following: all mechanical equipment including: the washer/dryer, dishwasher-sanitizers, SMT Pressure cleaning system including the filters (excluding the pumps); all computer systems and servers; the phone system; CCTV system; light fixtures including replacement of light bulbs; all interior and exterior doors, including repair or replacement of door hardware; and all interior and exterior windows, including but not limited to, glass replacement, including windows forming the exterior walls (unless such replacement is directly due to vandalism or other events beyond Friends' control). Friends agrees to maintain in good condition the exterior and structural integrity of the Shelter. At the expiration or termination of the Agreement, Friends shall deliver the Shelter in as good order and condition as at the commencement of the Agreement, reasonable wear and tear and damage by casualty or the elements excepted. Should the City Manager, during the term of the Agreement, find that Friends has failed to properly maintain the interior of the Shelter as required herein, the City Manager will notify Friends in writing specifying Friends' failure to perform such required interior maintenance and/or repairs. Within ten (10) days after receipt of such notice, Friends shall commence and continuously and diligently pursue such maintenance and/or repair to completion within a reasonable period of time. Failure to comply with provisions of this paragraph shall be regarded as a substantive breach of this Agreement. E. Friends shall maintain the Shelter in a neat and clean condition. The City shall be responsible for janitorial services by either providing such services itself or through a contract for services between the City and a janitorial service provider or by reimbursing Page 12 of 20 65Friends for payments made by Friends pursuant to a contract for services between Friends and a janitorial service provider approved by the City Manager. F. City shall be responsible for electric, gas, water, and trash removal. Friends shall be responsible for telephone services. G. Friends and its agents, employees, or contractors subcontractors or other representatives shall not bring upon the Shelter, or permit or authorize any other person or entity to bring upon the Shelter, any hazardous materials, hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof). Notwithstanding the foregoing, Friends may bring such fuels and lubricants onto the Shelter as may be required for operation of construction vehicles during construction and backup power for generators during, maintenance or repair of Friends' Facilities. In addition, Friends may also bring onto the Shelter, any lead-acid batteries, cleaning solvents, and other chemicals necessary for proper utilization and maintenance of Friends' Facilities. In bringing any materials or substance onto, or using any materials and substances on, the Shelter, Friends shall comply with all federal, State, and local government laws, regulations, and rules. Friends shall be solely responsible for any damages or costs incurred by Lessor due to any environmental contamination, arising from the presence or use on Friends' behalf of any hazardous materials or substances that Friends, its agents, employees. contractors, subcontractors or other representatives bring onto the Shelter. H. Friends shall maintain the exterior landscaping of the Shelter facility and property in a neat and clean condition. Friends shall be responsible for landscape maintenance services by either providing such services itself or through a contract for services between the Friends and a landscape maintenance contractor. I. Friends shall be responsible for exterminator and pest control services through a contract for such services between the Friends and a pest control contractor. 10. Management Fee. A. Upon the effective date of this Agreement, the City shall continue to pay Friends the annual amount of Nine Hundred Forty Thousand, Four Hundred and Two Dollars ($940,402) on a monthly basis of Seventy Eight Thousand, Three Hundred and Sixty-Six Dollars and Eighty-Three Cents ($78,366.83), (the "Management Fee"). The Management Fee is subject to the City Council's appropriation of funds therefore in the City's fiscal year General Fund operating budget. Friends shall submit its annual operational budget for the succeeding fiscal year (July 1 to June 30) to the City Manager prior to March 1 of each year during the term of this Agreement, and shall identify any requested increase to the Management Fee proposed for the succeeding fiscal year with sufficient supporting documentation justifying any requested increase. The City reserves the right to approve, deny or modify the amount of any requested increase to the Management Fee in accordance with the amount of available funds appropriated therefore in the City's adopted budget for the succeeding fiscal year. Any change of the Management Fee to incorporate the amount appropriated therefore in the City's adopted fiscal year budget may be approved by an Administrative Amendment executed by Friends and the City Manager. Page 13 of 20 6611. City Obligations A. The City shall be responsible for all maintenance of the air conditioning system in the Shelter. City Manager shall provide training on the control system so that Friends can reasonably adjust the temperature in certain areas of the Shelter authorized by the City Manager. B. City will provide reasonable custodial maintenance services to the Shelter. C. The City will continue to include the Shelter on the City's real property insurance policies. D. The City Council will periodically review and establish license and impound fees in amounts the City Council reasonably determines will allow Friends to recover their costs in providing the licensing and impound services pursuant to the terms of this Agreement. E. The City Council will appoint a member of the City Council to serve as Liaison to the Board of Directors of Friends. 12. Term and Termination. A. This Agreement is effective upon the date executed and shall have an initial term extending to June 30, 2026. Upon execution of this Agreement, the 2012 Agreement shall be of no force and effect and shall be considered replaced hereby. Upon mutual consent and agreement of the Parties, this Agreement may be extended for a period of five (5) years to June 30, 2031. An extension of this Agreement provided herein may be approved by an Administrative Amendment executed by Friends and the City Manager. B. The Parties intend that any issues related to operations at the Shelter or issues relating to interactions between the employees or agents of the parties, or any issues concerning rights and responsibilities under this Agreement, be resolved at the lowest possible level. Toward that end, the Parties agree to attempt in good faith to mutually resolve disputes at a staff level in the first instance. If unresolved, the dispute will be moved to the next level of supervisor in the case of the City, and the Executive Director in the case of Friends. If the matter cannot be resolved at that level, the issue will be addressed by the City Manager and the President of the Board of Director of Friends to mutually resolve the dispute. If, at this level, the Parties are still unable to reach resolution, then the Parties may mutually agree to submit the issue in controversy to mediation through a mutually agreed upon local mediator. Any costs for mediation shall be borne equally by the Parties. If the Parties are unable to reach resolution through mediation, the Parties shall then be free to exercise their respective rights under the Agreement through whatever means are available under law. C. Either party may terminate this Agreement by giving written notice to the other party of not less than twelve (12) months. In the event of such termination, the City shall be responsible for payment to Friends only for services actually rendered through and until the final date of termination, Page 14 of 20 6713. Miscellaneous Provisions. A. California Labor Code Requirements: City by incorporating this provision into the Agreement is providing notice to Friends of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects that may be performed by Friends at the Shelter, (the "Prevailing Wage Laws"). (i) If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total paid by Friends is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Friends agrees to fully comply with such Prevailing Wage Laws. Friends shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory for Friends and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777 .1). (ii) If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1 , Friends and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Friends shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Friends' sole responsibility to comply with all applicable registration and labor compliance requirements. B. California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Friends covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. C. Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for Page 15 of 20 68convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. D. Default. Contractor's failure to comply with any provision of this Agreement shall constitute a default. (i) If the City Manager, or his designee, determines that Friends is in default in the performance of any of the terms or conditions of this Agreement, the City Manager shall notify Friends in writing of such default. Friends shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Friends fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Friends shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured. (ii) If termination is due to the failure of Friends to fulfill its obligations under this Agreement, City may, after given written notice to Friends, take over the work and prosecute the same to completion by contract or otherwise. E. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. F. Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. G. Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. H. Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. Page 16 of 20 69I. Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to Friends, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to Friends or to its successor, or for breach of any obligation of the terms of this Agreement. J. Conflict of Interest. Friends acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Friends enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Friends warrants that Friends has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. K. Covenant Against Discrimination. In connection with its performance under this Agreement, Friends shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Friends shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Friends certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any activity performed by Friends, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Friends is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. L. Friends shall comply with the Recycled Water Requirements as provided in Exhibit "B" to this Agreement and as such requirements may be amended from time to time by actions of the State Department of Public Health and the Desert Water Agency. The City shall cooperate with Friends in Friends' compliance with these requirements. M. Friends represents that it is legally qualified to perform all of its obligations and duties as required under the terms of this Agreement and that it is properly incorporated as a Not for Profit Corporation under the laws of the State of California. N. The City Manager has the right to make inspections of the Shelter upon reasonable notice during business hours to assure compliance with the requirements of this Agreement and to ensure that the animals are cared for in a humane manner consistent with the provisions of this Agreement and the Legal Requirements. 0. Nothing in this Agreement shall be construed as establishing a partnership under California law between the parties or to authorize either party to this Agreement to incur any debt or obligation of the other. Neither the City nor Friends shall be considered as the agent of the other nor shall either have the right to bind the other in any manner whatsoever. Page 17 of 20 70P. The experience, knowledge, education, capability, and reputation of Friends, its principals and employees, were a substantial inducement for City to enter into this Agreement. Friends shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Friends is permitted to subcontract any part of this Agreement by City, Friends shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the Services will be considered employees of Friends. City will deal directly with and will make all payments to Friends. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted in this Agreement shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present control of Friends, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Friends from any liability under this Agreement without the express written consent of City. Q. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. R. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: City Manager Page 18 of 20 71To Friends: Friends of the Palm Springs Animal Shelter 4575 E. Mesquite Ave. Palm Springs, California 92264 Attn: President S. Each party agrees to and shall do and perform such other and further acts and properly execute and deliver such other and further documents as may be reasonably necessary, expedient or convenient to implement the intents and purposes hereof. T. Whenever this Agreement requires or calls for the approval or consent of any party hereto, such approval shall not be unreasonably withheld, delayed, or conditioned. U. Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. V. Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. W. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. X. Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. Y. Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. Z. Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. AA. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. Page 19 of 20 72BB. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: __________ _ APPROVED AS TO FORM: By:----------Jeffrey S. Ballinger City Attorney APPROVED BY CITY COUNCIL: Date: ___ Agreement No. __ "CITY" City of Palm Springs By:------------David H. Ready , PhD City Manager ATTEST By: __________ _ Anthony Mejia City Clerk FRIENDS OF THE PALM SPRINGS ANIMAL SHEL TEA, a California non-profit corporation By ___________ _ By ___________ _ Printed Name / Title Printed Name / Title By ___________ _ By ___________ _ Signature Signature Page 20 of 20 73Exhibit A Site Plan of Animal Shelter General Description: A 20,000 square feet animal shelter facility located on approximately 3.2 acres at the southeast corner of Mesquite Avenue and Vella Road, as shown below. A site and floor plan is provided on the following page. Exhibit "A" 74I , I · , I ) -. ,~ 75EXHIBIT 8 {Recycled Water Requirements) Recycled Water Requirements The Palm Springs Animal Shelter utilizes reclaimed water for all kennel wash-down as well as flushing of toilets and urinals. Use of reclaimed water inside of the building is subject to applicable State regulations and to the City's original permit CDPH Project No. 3390005-711, or any successor permits issued therefore. Site Supervisor: Friends shall appoint a Recycled Water Site Supervisor at the facility who will obtain training and certification on the operational practices related to recycled water. The Site Supervisor's contact information will be provided to the State Department of Public Health and Desert Water Agency for emergency purposes. The Site Supervisor shall be responsible for the following: (a) Recycled water use in accordance with the Desert Water Agency, State Department of Public Health and the Regional Water Quality Control Board requirements and preventing potential violations of those guidelines; including required start up, cross connection and backflow prevention testing; and (b) Maintaining copies of applicable permits on-site, and (c) Using Best Management Practices to eliminate irrigation runoff, overspray, and ponding; and ( d) Operating, repairing, maintaining, and monitoring the recycled water system to minimize failure of equipment and materials; and ( e) Knowledge of the basic concepts of backflow and cross-connection prevention, system testing and related emergency procedures; and (f) Ensuring that there are no cross-connections made between the drinking water and recycled water systems; and ( g) Being present at all cross-connection tests; and (h) Take action to contain any unauthorized discharge of recycled water; and (i) Educating all maintenance personnel and volunteers on the proper use of recycled water and reminding them that it is not approved for drinking, washing or cooking; and (j) Notifying Desert Water Agency immediately in the event of any recycled water line break, spill, unauthorized discharge, cross-connection, fluctuation in piping system pressure, major change in water quality or any other failures, violations and emergencies that occur involving the recycled water or drinking water systems; and Exhibit "B" 76(k) Notifying the Desert Water Agency of any signs designating landscape areas being irrigated with the recycled water that need to be replaced; and (I) Notifying the Desert Water Agency as to any change in ownership of the property; and (m) Obtaining prior approval from the Desert Water Agency for all proposed changes and modifications to any on-site facilities. Training: Friends will provide appropriate training for all staff and volunteers of the Animal Care Facility in the correct operations and use of the existing recycled water system, procedures for use of the SMT Wash-down system, and the facilities other uses of recycled water. Only trained staff and volunteers will be allowed to operate the SMT kennel wash-down system. The SMT water supply, in public areas, will be through locked control boxes. The public will be restricted from access to the SMT water supply. Contacts: (a) Desert Water Agency: P.O. Box 1710, Palm Springs, Ca. 92264, (760) 323-4971 (b) State Department of Public Health: 1350 Front Street, Room 2050, San Diego, Ca. 92101, (916) 558-1784 (c) Regional Water Quality Control Board: 73-720 Fred Waring Dr., Palm Desert, Ca. 92260, (760) 346-7491 Exhibit "B"