HomeMy WebLinkAboutA6292 - FRIENDS OF PALM SPRING ANIMAL SHELTERREVISED AND RESTATED
ANIMAL SHELTER SERVICES AGREEMENT
THIS REVISED AND RESTATED ANIMAL SHELTER SERVICES AGREEMENT
("Agreement"), dated this >�1N 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) administer rabies vaccinations; (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 and
extended public -private funding partnership between the City and Friends and other
interested entities, contributors, and the community.
Page 1 of 20
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 Authori
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.
C. 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 on New Year's Eve. Other closures of the Shelter may be proposed by
Page 2 of 20
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 its 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 at. v. City of Palm Springs, et at. (Case No INC1103235 — Superior
Court, County of Riverside, Indo 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 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 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.
I. 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.
3. 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.
Page 3 of 20
B. In addition to the City's payment of the Management Fee, 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. In accordance with the Legal Requirements, it is the responsibility of Friends that
the Shelter's veterinarian and/or staff are (1) trained and appropriately certified to
administer controlled euthanasia drugs and other controlled substances, and (2)
responsible for obtaining euthanasia drugs and other controlled substances, (3) properly
maintaining records pertaining to such drugs and other controlled substances, and (4) to
safely secure such drugs and other controlled substances.
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 responsible for providing general medical care for any animals in
the Shelter, including all veterinary services, 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
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 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.
Page 4 of 20
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 of
each calendar year during the term of this Agreement within thirty (30) days of Friends'
receipt of the annual audited financial report.
C. 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.
Page 5 of 20
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.
B. 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 Services 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. 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
Page 6 of 20
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 10 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
with 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.
Page 7 of 20
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 additional
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 "endeavor' (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
Page 8 of 20
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.
K. 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
Page 9 of 20
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. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("as respects City of Palm Springs Contract No._" or
"for any and all work performed with the City' may be included in this statement).
C. "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.
D. 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,
Page 10 of 20
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. Workina with the Ci
A. Friends and the City Manager shall coordinate the documentation, monitoring, and
handling of all animals under quarantine in conformance with the Legal Requirements.
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.
9. 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 FIFE 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 FIFE will remain vested with
Friends.
Page 11 of 20
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
Friends 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
Page 12 of 20
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.
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. Commencing July 1, 2021, the
Management Fee shall be increased to One Million Twenty Seven Thousand Nine
Hundred Two Dollars ($1,027,902.00) payable in monthly installments. Commencing July
1, 2022, the Management Fee shall be increased to One Million One Hundred Fifteen
Thousand Four Hundred Two Dollars ($1,115,402.00) payable in monthly installments.
Commencing July 1, 2023, the Management Fee shall be 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 (December 2017 = 100) for "All Items -
AII Urban Consumers, Not Seasonally Adjusted", for the Riverside -San Bernardino -
Ontario Metropolitan Statistical Area, on the basis of data published for March of each
year.
11. City Obligations
A. The City shall be responsible for any and all repairs to the Shelter, including,
without limitation, structural repairs, plumbing repairs not expressly due to Friends'
operations (e.g. clogged plumbing lines), main electrical system repairs, the air
conditioning system, and the roof. The City shall also 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
Page 13 of 20
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,
13. 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
Page 14 of 20
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 convenience
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
Page 15 of 20
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.
I. 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;
Page 16 of 20
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.
O. 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.
P. 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.
Page 17 of 20
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 Tahquit2 Canyon Way
Palm Springs, CA 92262
Attn: City Manager
To 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
Page 18 of 20
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.
BB. Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
[SIGNATURES ON NEXT PAGE]
Page 19 of 20
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates
stated below.
"CITY"
City of Palm Springs
Date: By:
City Manager Sutler C`,
APPROVED AS TO FORM: ATTEST
By: Q 421 / - /V
J�S. Balli er
City Attorney
APPROVED BY CITY COUNCIL:
Date: - Agreement No. ,fry -r
FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER, a California non-profit
corporation
B� 1CCi}��% tO By the,
Printed Name / Title Printed Name / Title
By By r L& �(
ignature y Signature
Page 20 of 20
Exhibit 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.
—
• --
�.f.
�•�1 r� 1 •v� l
A site and floor plan is provided on the following page.
Exhibit "A"
O
EXHIBIT 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. 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"
(k) Notifying the Desert Water Agency of any signs designating landscape areas being
irrigated with the recycled water that need to be replaced; and
(1) 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"
n ALM
A4L' IF ftN�
City of Palm Springs
Office of the City Attorney
3200 E. Tahquitz Canyon Way • Patin Springs, California 92262
Tel: 760.323.8205 • Fax: 760.322.8332 • TPD 760.864.9S27 • wk w.paltnspringsca.gov
January 26, 2021
Ms. Tamara Hedges
Friends of the Animal Shelter
4575 E. Mesquite Avenue
Palm Springs, California 92264
SENT VIA EMAIL AND US MAIL
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 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:
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
Friends of the Animal Shelter
January 26, 2021
Page 2
ACCEPTED AND AGREED TO:
Dated:
APPROVED AS TO FORM:
yn� /�.
Jefffengef
City Attorney
CITY OF PALM SPRINGS,
a California Charter City
By: �!�
David H. Ready, City ger
ATTEST:
FRIENDS OF THE PALM SPRINGS
ANIMAL SHELTER,
a California Non -Profit Corporation
Dated: 02/03/2021 By:
Tamara Hedges, President
APPFFOVFD By CITY COUNCIL
653IS 1060033103676.3
City
of Palm Springs
Office of the City Attorney
3300 1 .
lhh,{uit- k amlq ,]I WaN • I'd IIII Sprin��s, Calil'IT ia 92_(1'_
Id 7(,0. 8205 I1IN: 160. 322.8331 • TI)I) 7aQ6b4.9527 • u�I�cpaIin prinaeca ....N
July 30, 2020
Ms. Tamara Hedges
Friends of the Animal Shelter
4575 E. Mesquite Avenue
Palm Springs, California 92264
SENT VIA EMAIL AND US MAIL
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 Sprints, CAitornia 92263-2743
65318. 10600A331086763
Friends of the Animal Shelter
July 30, 2020
Page 2
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). 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 10 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\33108676.3
Friends of the Animal Shelter
July 30, 2020
Page 3
e. Paragraph C of Section 10 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:
CITY OF PALM SPRINGS,
a California Charter City
Dated: CZ 20 By: -_?
David H. Ready, C' anager
APPROVED AS TO FORM:
Q etu i3 ->-
Je ey nger
City Attorney
ROVED BY CnY COUNCIL
Ate_ _10Z-7/2
Dated: 7/31 /2020
0
ATTEST:
thon M pa, M C
City Clerk
FRIENDS OF THE PALM SPRINGS
ANIMAL SHELTER,
a California Non -Profit Corporation
Tamara Hedges, President
65318. 10600,33 108676 3
City of Palm Springs
Office of the City Attorney
3200 ii. Tihyulrz Canyon Wad • Palm Springs, California 911_62
Tel: 760.323.4205 • Pas: 760.322.8332 • TOP 760.864.9527 ��uic.palmelxinksca.�oc
July 30, 2020
Ms. Tamara Hedges
Friends of the Animal Shelter
4575 E. Mesquite Avenue
Palm Springs, California 92264
SENT VIA EMAIL AND US MAIL
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, C;atiforni�i 92263.2743
65318. 1060033108676.3
Friends of the Animal Shelter
July 30, 2020
Page 2
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). 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 10 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."
653 18.10600\33 108676.3
Friends of the Animal Shelter
July 30, 2020
Page 3
e. Paragraph C of Section 10 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: U Z 201-0
APPROVED AS TO FORM:
Jeff ey B linger
City Attorney
APPROVED BY crry couNcn.
ALVZ SD to -"B I Z
Dated: 7/31 /2020
CITY OF PALM SPRINGS,
a California Charter City
By:�
David H. Ready, ager
M
ATTEST:
A_i�� � �_ _'�
ony Meji MC
City Clerk
FRIENDS OF THE PALM SPRINGS
ANIMAL SHELTER,
a California Non -Profit Corporation
Tamara Hedges, President
65318. 10600031086763
City of Palm Springs
Office of the City Attorney
3200 E. Tahquitz Canyon Way • Palm Springs, California 92262
Tel: 760.323.8205 • Pax: 700.322.8332 • TDD 760.864.9527 • v. .palmspringsca.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. 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.
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, 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 • Palm Springs, California 92263.27 D ODR AGREEMENT
Friends of the Animal Shelter
January 28, 2019
Page 2
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: /C,?-&/�
APPROVED BY Cr COUNCIL
>n 5 D o 10, 80P6
AP / 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
By: /
David H. Ready, Cit Hager
FRIENDS OF THE PALM SPRINGS
ANIMAL SHELTER,
ali ornia Non -Profit Corporation
By:
Tamara Hedges, President
I 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,
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 #
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
$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
1/29/2019 Animal Shelter Services Agreement CPI and History (01-17-2019); CPI Calculations 12:43 PM
Friends 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
City 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 • w .palnispringsca.gov
August 22, 2018
Ms. Tamara Hedges
Friends of the Animal Shelter
4575 E. Mesquite Avenue
Palm Springs, California 92264
SENT VIA EMAIL AND US MAIL
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
Friends of the Animal Shelter
August 22, 2018
Page 2
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 "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: ;z
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
By:
David H. Ready, City Ma
FRIENDS OF THE PALM SPRINGS
ANIMAL SHELTER,
a California Non -Profit Corporation
By:
amara Hedges, President
ATTACHMENT "A"
FRIENDS OF THE ANIMAL SHELTER
SERVICE PAYMENT CPI
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 #
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
$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
1/17/2018 Animal Shelter Services Agreement CPI and History (01-17-2018); CPI Calculations 9:17 AM
Friends 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
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 (01-17-2019); CPI Calculations 9:17 AM
FACILITY USE AGREEMENT
(Friends of the Palm Springs Animal Shelter)
This Use Agreement ("Agreement') is made and entered into this 1st day of
May, 2014, by and between the City of Palm Springs ("City") and the Friends of the Palm
Springs Animal Shelter ("User"), concerning the use of approximately 731 square feet
located at 425 N. Civic Drive, Palm Springs, CA (commonly referred to as "the former
Traffic Control Office").
RECITALS
The Friends of the Palm Springs Animal Shelter operate the City of Palm Springs
Animal Shelter, have developed a program and received outside sponsorship, to distribute
pet food to qualified social service agencies and non-profit organizations, which will in -turn
distribute pet food to their qualified clients.
The program will benefit the City by reducing the number of abandoned animals
at the Palm Springs Animal Shelter by persons who can no longer afford pet food.
AGREEMENT
The City and User do hereby mutually agree as follows:
1. TERM OF USE.
1.A. This Agreement shall be in full force and effect for a period of one year
commencing on May 1, 2014, and ending April 30, 2015. The City and User hereto agree
that at the end of the first year, this agreement will be eligible for renewal on a month -to -
month basis thereafter.
1.6. Any holding over after the expiration of the term of this Use Agreement, with
the consent of City, express or implied, shall be constructed to be on a month to month,
cancelable upon thirty (30) days written notice and upon terms and conditions as existed
during the term.
1.C. The City or User may terminate this Agreement at anytime, with or without
cause, upon sixty (60) days written notice to the other party.
1.D. The City shall not be responsible for any cost or the relocation of User should
the premises be otherwise deemed un-useable during the term of this Agreement or any
holding over.
2. FACILITY USE.
2.1 City grants User the use of the 731 square feet of temperature controlled
storage and small office space at the City Yard, located at 425 Civic Drive, for the storage
and distribution of pet food to qualified social service agencies and non-profit
organizations.
OP, iG' , �.l 1U 0
ANO10f:
Friends Use Agreement
Page 2
2.2 User shall be responsible for obtaining, at its sole cost and expense, all
equipment and shelving.
2.3 The User shall be responsible for all deliveries, the use shall in no way
interfere with normal functioning of the City Yard operations. Under no circumstances will
City Staff sign or accept deliveries for the User.
2.4 Fees and Charges for Facility Use. The User shall pay the City One ($1.00)
dollar a month for the use of the Facility for this program.
3. OTHER REQUIREMENTS.
3.1 The User is responsible for obtaining, at its sole cost and expense, all permits
and licenses in accordance with all State and local laws, ordinances, and standards during
the time period described in Section 1 of this agreement.
3.2 The User acknowledges that the City Yard is actively used in the conduct of
the business of the City of Palm Springs. The User's use of the Facility shall not interfere or
hinder the conduct of City operations.
!lI016Y"1GL1Vlei 2
4.1 Minimum Insurance. User shall procure and maintain, at its sole cost and
expense, in a form and content satisfactory to City, during the entire term of this
Agreement, including any extension thereof, the following policies of insurance:
4.2 Comprehensive General Liability Insurance. A policy of comprehensive
general liability insurance in an amount not less than One Million Dollars ($1,000,000.00)
per occurrence and in an amount not less than Two Million Dollars ($2,000,000.00) in
aggregate. Insurance companies shall have an AM Best's Guide Rating of A-, Class VII or
better.
4.3 Automobile Liability Insurance. Automobile liability insurance with limits of at
least one million dollars ($1,000,000.00) per occurrence.
4.4 Workers' Compensation Insurance. Workers' Compensation insurance in the
statutory amount as required by the State of California and Employer's Liability Insurance
with limits of at least one million dollars $1 million per occurrence. If User has no
employees, User shall complete the City's Request for Waiver of Workers' Compensation
Insurance Requirement form.
4.5 Proof of Insurance. Proof of the insurance required under Section 4 shall be
provided to City prior to the execution of this Agreement, and shall name the City, its
officers, agents and employees as additional insured.
Friends Use Agreement
Page 3
5. INDEMNIFICATION AND DEFENSE
5.1 Indemnification. To the fullest extent permitted by law, User shall defend (at
User's 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 (User's employees
included), for damage to property, including property owned by City, from any violation of
any federal, state, or local law or ordinance, and from errors and omissions committed by
User, its officers, employees, representatives, and agents, that arise out of or relate to
User's performance under this Agreement. This indemnification clause excludes Claims
arising from the sole negligence or willful misconduct of the City, its elected officials,
officers, employees, agents, and volunteers. Under no circumstances shall the insurance
requirements and limits set forth in this Agreement be construed to limit User's
indemnification obligation or other liability under this Agreement. User's 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. This provision is intended for the benefit of third party Indemnified Parties not
otherwise a party to this Agreement.
5.2 Defense. User agrees to defend, with counsel acceptable to City, the City, its
officers, agents and employees against any Claims that may be asserted or claimed by any
persons, firm or entity arising out of or related to this Agreement or User activities at the
Facility, except to the extent that the Claim arises from the sole negligence or willful
misconduct of the City, its officers, agents or employees.
5.3 Costs Associated with Indemnification and Defense. User shall be
responsible for all costs incurred by the City that are associated with the indemnification or
defense of City by User, including any costs associated with the use of City resources,
including lost time by employees, expended in furtherance of the indemnification or
defense.
6. NOTICE. For purposes of this Agreement, the addresses of the parties for all
notices are as follows:
City.
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
(760)323-8299
Attention: David H. Ready, City Manager
11
Friends Use Agreement
Page 4
User.
Friends of the Palm Springs Animal Shelter
P.O. Box 4808
Palm Springs, CA 92263-4808
Attention: Stephen Boyd, Vice President
7. AUTHORITY. The persons executing this Agreement on behalf of the Parties warrant
that they are duly authorized to execute this Agreement on behalf of Parties and that by so
executing this Agreement the Parties are formally bound to the provisions of this Agreement.
IN WITNESS THEREOF, these parties have executed this Agreement on the day and
year shown below. APPROVED BY CITY
00
30
CITY OF PALM SPRINGS
A California Charter City At'd�j2
David H. Ready, City a gage_
ATTEST:
4�16mes Thompson, City Clerk
APPROVEP AS TO FORM:
- �kx_�
Dougl s C. Holland, City Attorney
USER
Friends of the Palm Springs Animal Shelter
California Non-profit Corporation
By:`�"``�'/
�' ic—T'rfc'7� n/��✓� � �J �/
Date: f /
Date: o4 Z4l go l 4-f-
Date: er* d V9 ) •Ji�,
Date: 8 i
61
0,.4t1FORNi!
3200 E
City of Palm Springs
Tahquitz Canyon Way, Palm Springs, CA 92262
Phone 760-323-8204 * Fax 760-322-8332
www.palmsprinqsca.gov
RECEIPT FOR ITEMS DISTRIBUTED
1, /L 1 f , representing the Friends of the Palm Springs
A imal Shelter, will be responsible for, and have received four (4) facility keys identified
with T B" and "Do Not Duplicate" stamped on each key
It is understood that these four keys are to be used by the Friends of the Palm Springs
Animal Shelter at the City facility housing pet food as agreed.
Upon termination of the food facility agreement, the four keys described above will be
returned to the Office of the City Clerk.
Friends of the Palm SprinWAnimal Shelter
Date:
AMENDMENT 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 6T" 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, 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
DUPLICATE
®RrMNAL
Riverside -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
David H. Ready, City Man,
ATTEST:
ames Thompson, 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
APPROVER AS TO FORM:
C. Holland, City Attorney
APPROVED BY CITY COUNCIL
'0A 1��
ANIMAL 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 animals.
B. In October of 2011 the City closed its original impoundment facility 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 raised 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 million 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 "A" to this
Page d
ORIGINAL BID
AND/OR AGREB ENT
Agreement, 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. In 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.
Page l2
C. 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, Indo Branch)
and executed by the City and the 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. 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 l3
determined 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 euthanasia 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 unadoptable 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.
Page14
D. 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 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, 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 15
D. 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 understood 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:
(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)
(1) Animal Care Attendant 50% (1)
(m)Animal Care Attendant 20% (1)
Page 16
7. 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 City's 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 insured" and shall not be cancellable
without prior notice 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 Citv.
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. Maintenance and Repair of the Shelter.
A. 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 17
B. 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 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.
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
and 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 19
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 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
"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 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 Parties 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
To City: City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: City Manager
To Friends: Stephen Boyd
Vice President, Friends of the Palm Springs Animal Shelter
P.O. 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: FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER
A California Non -Pr orpora 'on )j
By: A!�
Title: i d iV
Dated:
CITY: CITY OF PALM SPRINGS
A California municipal corporation and charter city
By:
Title:
Dated:
ATTEST:
y Cle k
APPROVED AS A
TO LEGAL FORM: <7/'
City Atto ney
Page I 1 t
APPROVED BY CITY
ACKNOWLEDGMENT
State of California
County of ✓?, C 1
On �ci before me, e bcY,o,
(insert name and title of the officer)
personally appeared
who proved to me on the basis of satfsfactory evidence to be the person(,Si') whose name(;] is/are
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 his/her their signature(s) on the instrument the
person(s), or the entity upon behalf of which the peirson(s) acted, executed the instrument.
I certify -under PENALTY-OFPERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
LIANA MAR
IE SELLIN
COMM. #1866039
i NOTARY PUBLIC • CALIFORNIA
�` RIVERSIDE COUNTY
Signature�/% �L� Y �t (Seat Commisson Expires SEP 24, 201J
MESQUITE AVENUE
SMATT I MIEPS
A RCXI ECTS
iF.�n°.wawxernr
P&M iJ'RMMIS
AIWN CAN
RACLM
RrcAruX
A7.01
=.AW
EXHIBIT 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
(1) 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 113
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: 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 114