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06292 - FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER PRIVATIZATION OF SHELTER OPERATION
sA City Of Palm springs Office of the City Attorney 3200 F.Tahquitz Canyon Way • Palm Springs, California 92262 Tel: 760.323.8205 ham: 760.322.8332 • TDD 760.864.9527 • w,,nwv.ia;alraasPringsci.gov rgxIFQR��P 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 92263.27ANDIOR 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. Sincerely, A EST; CITY OF PALM SPRINGS Clerk � Edward Z. Kotkin, City Attorney Enclosure EZK:vg ACCEPTED AND AGREED TO: CITY OF PALM SPRINGS, a California Charter City Dated-; TBy: David H. Ready, Cit nager Dated: Le>w/ FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER, APPROVED BY CI COUNCIL ali ornia Non-Profit Corporation By.. Tamara Hedges, President AP rTO FORM: Edward Z. Kotkin, City Attorney 1 Pursuant to the terms of the Agreement,the amount of the Consumer Price Increase is adjusted annually.This adjustment amount is effective for fiscal year 2018/2019,commencing July 1,2018. 2 This adjustment amount will be effective fiscal year 2019/2020,commencing July 1,2019. Friends of the Animal Shelter Services Payment CPI City of Palm Springs Index 2015-2016 Payment Calculation: 1982-84=100 December 2013 238.742 December 2014 240.475 One-year index change as a # 1.733 One-year index change as a % 0.726% Old Annual Payment Amount $995,000 Increase in Payment Amount $7,224 New Annual Payment Amount $1 ,002,224 New Monthly Payment Amount $83,518.67 Index 2016-2017 Payment Calculation: 1982-84=100 December 2014 240.475 December 2015 245.357 One-year index change as a # 4.882 One-year index change as a % 2.030% Old Annual Payment Amount $1 ,002,224 Increase in Payment Amount $20,345 New Annual Payment Amount $1 ,022,569 New Monthly Payment Amount $85,214.08 I ndex 2017-2018 Payment Calculation: 1982-84=100 December 2015 245.357 December 2016 250.189 One-year index change as a # 4.832 One-year index change as a % 1 .969% Old Annual Payment Amount $1 ,022,569 Increase in Payment Amount $20,134 New Annual Payment Amount $1 ,042,703 New Monthly Payment Amount $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 Index 2018-2019 Payment Calculation: 1982-84=100 December 2016 250.189 December 2017 259.220 One-year index change as a # 9.031 One-year index change as a % 3.610% Old Annual Payment Amount $1 ,042,703 Increase in Payment Amount $37,642 New Annual Payment Amount $1 ,080,345 New Monthly Payment Amount $90,028.75 Index 2019-2020 Payment Calculation*: 1982-84=100 December 2017 259.220 December 2018 267.631 One-year index change as a # 8.411 One-year index change as a % 3.245% Old Annual Payment Amount $1 ,080,345 Increase in Payment Amount $35,057 New Annual Payment Amount $1 ,115,402 New Monthly Payment Amount $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 r,.�•--� tKItN-4 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/2019YYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER 408-510-5440 CONTACT Select Accounts Department Suhr Risk Services PHONE 408-510-5440 FAX 910 E.Hamilton Ave. E No,Ext): (aC,No): Suite 410 E DRE : Campbell,CA 95008 Select Accounts Department INSURERS AFFORDING COVERAGE NAIC# INSURER A:Nonprofits Ins.Alliance of CA 10023 INSURED Friends of the Palm Springs INSURER B: Animal Shelter 4575 E.Mesquite Avenue INSURER C Palm Springs,CA 92264 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUB WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE � OCCUR y y 201916271NPO 01/26/2019 01/26/2020 DAMAGE $ 500,000 MED EXP(Any oneperson) $ 20,000 PERSONAL BADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO JECT ❑LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: Emp Ben. INCLUDED INED A AUTOMOBILE LIABILITY Ea accidentSINGLE LIMIT $ 1,000,000 X ANY AUTO 201916271NPO 01/26/2019 01/26/2020 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ AUTOS ONLY AUTOS ONED PROPERTY DAMAGE Per accident $ $ A X UMBRELLALIAB I X OCCUR EACH OCCURRENCE $ 4,000,000 EXCESS LIAB CLAIMS-MADE 201916271UMB 01/26/2019 01/26/2020 AGGREGATE $ 4,000,000 DED I X I RETENTION$ 10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ ❑ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) City of Palm Springs, its officers,agents,and employees are additional insureds as respects General Liability per the attached endorsement Corm im and now-n-CWHfPl'Kfit3 basis per the endorsement NIAC rspecs to neraE61. _Waj per endorsement NIA C E26.30 ay once of Cancellation per en orsement IL0270. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200 East Tahquitz Canyon Way Palm Springs,CA 92262 AUTHORIZED REPRESENTATIVE 4V 1 1 hjw�� ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 2019-16271 COMMERCIAL GENERAL LIABILITY Named Insured: Friends of the Palm Springs Animal Shelter CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II—Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for"bodily injury", "property damage" or"personal and advertising injury" If coverage provided to the additional insured is caused, in whole or in part, by your acts or required by a contract or agreement, the most we omissions or the acts or omissions of those acting will pay on behalf of the additional insured is the on your behalf: amount of insurance: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in the insured only applies to the extent permitted by Declarations. law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 IL 02 70 0912 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2. and 3. of the Cancellation 3. All Policies In Effect For More Than 60 Days Common Policy Condition are replaced by the a. If this policy has been in effect for more following: than 60 days, or is a renewal of a policy we 2. All Policies In Effect For 60 Days Or Less issued, we may cancel this policy only upon If this policy has been in effect for 60 days or the occurrence, after the effective date of less, and is not a renewal of a policy we have the policy, of one or more of the following: previously issued, we may cancel this policy by (1) Nonpayment of premium, including mailing or delivering to the first Named Insured, payment due on a prior policy we issued at the mailing address shown in the policy, and and due during the current policy term to the producer of record, advance written covering the same risks. notice of cancellation, stating the reason for (2) Discovery of fraud or material cancellation at least: misrepresentation by: a. 10 days before the effective date of (a) Any insured or his or her cancellation if we cancel for: representative in obtaining this (1) Nonpayment of premium; or insurance; or (2) Discovery of fraud by: (b) You or your representative in (a) Any insured or his or her pursuing a claim under this policy. representative in obtaining this (3) A judgment by a court or an insurance; or administrative tribunal that you have (b) You or your representative in violated a California or Federal law, pursuing a claim under this policy. having as one of its necessary elements an act which materially increases any of b. 30 days before the effective date of the risks insured against. cancellation if we cancel for any other reason. IL 02 70 09 12 0 Insurance Services Office, Inc., 2012 Page 1 of 4 (4) Discovery of willful or grossly negligent B. The following provision is added to the acts or omissions, or of any violations of Cancellation Common Policy Condition: state laws or regulations establishing 7. Residential Property safety standards, by you or your representative, which materially This provision applies to coverage on real increase any of the risks insured property which is used predominantly for against. residential purposes and consisting of not more (5) Failure by you or your representative to than four dwelling units, and to coverage on tenants' household personal property in a implement reasonable loss control residential unit, if such coverage is written requirements, agreed to by you as a condition of policy issuance, or which under one of the following: were conditions precedent to our use of Commercial Property Coverage Part a particular rate or rating plan, if that Farm Coverage Part — Farm Property — Farm failure materially increases any of the Dwellings, Appurtenant Structures And risks insured against. Household Personal Property Coverage Form (6) A determination by the Commissioner of a. If such coverage has been in effect for 60 Insurance that the: days or less, and is not a renewal of (a) Loss of, or changes in, our coverage we previously issued, we may reinsurance covering all or part of cancel this coverage for any reason, except the risk would threaten our financial as provided in b. and c. below. integrity or solvency; or b. We may not cancel this policy solely (b) Continuation of the policy coverage because the first Named Insured has: would: (1) Accepted an offer of earthquake (1) Place us in violation of California coverage; or law or the laws of the state where (2) Cancelled or did not renew a policy we are domiciled; or issued by the California Earthquake (ii) Threaten our solvency. Authority (CEA) that included an earthquake policy premium surcharge. (7) A change by you or your representative However, we shall cancel this policy if the in the activities property of the first Named Insured has accepted a new or commercial or industrial enterprise, renewal policy issued by the CEA that which results in a materially added,increased or changed risk, unless the includes an earthquake policy premium added, increased or changed risk is surcharge but fails to pay the earthquake included in the policy. policy premium surcharge authorized by the CEA. b. We will mail or deliver advance written c. We may not cancel such coverage solely notice of cancellation, stating the reason for because corrosive soil conditions exist on cancellation, to the first Named Insured, at the premises. This restriction (c.) applies the mailing address shown in the policy, only if coverage is subject to one of the and to the producer of record, at least: following, which exclude loss or damage (1) 10 days before the effective date of caused by or resulting from corrosive soil cancellation if we cancel for conditions: nonpayment of premium or discovery of (1) Commercial Property Coverage Part — fraud; or Causes Of Loss—Special Form; or (2) 30 days before the effective date of (2) Farm Coverage Part — Causes Of Loss cancellation if we cancel for any other reason listed in Paragraph 3.a. Form — Farm Property, Paragraph D. Covered Causes Of Loss—Special. Page 2 of 4 ©Insurance Services Office, Inc., 2012 IL 02 70 09 12 C. The following is added and supersedes any (2) The Commissioner of Insurance finds provisions to the contrary: that the exposure to potential losses will Nonrenewal threaten our solvency or place us in a hazardous condition. A hazardous 1. Subject to the provisions of Paragraphs C.2. condition includes, but is not limited to, a and C.3. below, if we elect not to renew this condition in which we make claims policy, we will mail or deliver written notice, payments for losses resulting from an stating the reason for nonrenewal, to the first earthquake that occurred within the Named Insured shown in the Declarations, and preceding two years and that required a to the producer of record, at least 60 days, but reduction in policyholder surplus of at not more than 120 days, before the expiration least 25% for payment of those claims; or anniversary date. or We will mail or deliver our notice to the first (3) We have: Named Insured, and to the producer of record, at the mailing address shown in the policy. (a) Lost or experienced a substantial reduction in the availability or scope 2. Residential Property of reinsurance coverage; or This provision applies to coverage on real (b) Experienced a substantial increase property used predominantly for residential in the premium charged for purposes and consisting of not more than four reinsurance coverage of our dwelling units, and to coverage on tenants' residential property insurance household property contained in a residential policies; and unit, if such coverage is written under one of the following: the Commissioner has approved a plan Commercial Property Coverage Part for the nonrenewals that is fair and equitable, and that is responsive to the Farm Coverage Part — Farm Property — Farm changes in our reinsurance position. Dwellings, Appurtenant Structures And Household Personal Property Coverage Form c. We will not refuse to renew such coverage solely because the first Named Insured has a. We may elect not to renew such coverage cancelled or did not renew a policy, issued for any reason, except as provided in b., c. by the California Earthquake Authority, that and d. below. included an earthquake policy premium b. We will not refuse to renew such coverage surcharge. solely because the first Named Insured has d. We will not refuse to renew such coverage accepted an offer of earthquake coverage. solely because corrosive soil conditions However, the following applies only to exist on the premises. This restriction (d.) insurers who are associate participating applies only if coverage is subject to one of insurers as established by Cal. Ins. Code the following, which exclude loss or Section 10089.16. We may elect not to damage caused by or resulting from renew such coverage after the first Named corrosive soil conditions: Insured has accepted an offer of (1) Commercial Property Coverage Part — earthquake coverage, if one or more of the Causes Of Loss—Special Form; or following reasons applies: (2) Farm Coverage Part — Causes Of Loss (1) The nonrenewal is based on sound Form — Farm Property, Paragraph D. underwriting principles that relate to the Covered Causes Of Loss—Special. coverages provided by this policy and that are consistent with the approved 3. We are not required to send notice of rating plan and related documents filed nonrenewal in the following situations: with the Department of Insurance as a. If the transfer or renewal of a policy, without required by existing law; any changes in terms, conditions or rates, is between us and a member of our insurance group. IL 02 70 09 12 ©Insurance Services Office, Inc., 2012 Page 3 of 4 b. If the policy has been extended for 90 days e. If the first Named Insured requests a or less, provided that notice has been given change in the terms or conditions or risks in accordance with Paragraph C.I. covered by the policy within 60 days of the c. If you have obtained replacement coverage, end of the policy period. or if the first Named Insured has agreed, in f. If we have made a written offer to the first writing, within 60 days of the termination of Named Insured, in accordance with the the policy, to obtain that coverage. timeframes shown in Paragraph CA., to d. If the policy is for a period of no more than renew the policy under changed terms or 60 days and you are notified at the time of conditions or at an increased premium rate, issuance that it will not be renewed. when the increase exceeds 25%. Page 4 of 4 0 Insurance Services Office, Inc., 2012 IL 02 70 09 12 ,Q NONPROFITSrVLll,l IV VIVIOCR. LV IV-IU41 1 1-lJf[IVI. IV I/1li-CLV 1 1 11 NAMED INSURED: Friends of the Palm Springs Animal Shelter INSURANCE ALLIANCE OF CALIFORNIA A Head for Insurance.A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANFER OF RIGHTS OF RECOVERY AGAINST OTHERS (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM SCHEDULE Name of Person or Organization: City of Palm Springs Where you are so required in a written contract or agreement currently in effect or becoming effective during the term of this policy, we waive any right of recovery we may have against that person or organization, who may be named in the schedule above, because of payments we make for injury or damage. NIAC-E26 11 17 Page 1 of 1 InjNONPROFITSrVI..1%.1I IVUIVIDCR. LV Iy-IV41 1 r_VR1V1. 1141M%1-CV 1 1 1 1! INSURANCE NAMED INSURED: Friends of the Palm Springs Animal Shelter ALLIANCE OF CALIFORNIA A Head for Insurance.A Nears for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Palm Springs A. Section II—Who Is An Insured is amended to include any public entity as an additional insured for whom you are performing operations, who may be named in the schedule above, when you have agreed in a written contract or written agreement that such public entity be added as an additional insured(s) on your policy, but only with respect to liability for"bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by: 1. Your negligent acts or omissions; or 2. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations: No such public entity is an additional insured for liability arising out of the"products-completed operations hazard"or for liability arising out of the sole negligence of that pubic entity. B. With respect to the insurance afforded to these additional insured(s), the following additional exclusions apply. This insurance does not apply to"bodily injury" or"property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of"your work" out of which injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. The following is added to SECTION III—LIMITS OF INSURANCE: The limits of insurance applicable to the additional insured(s) are those specified in the written contract between you and the additional insured(s), or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. NIAC-E61 11 17 Page 1 of 2 IniNONPROFITSrIJLI lit IV UIVI DC R. GU IV-IUL/ I r%JRIVI. IVI/1li-CV I I I I/ INSURANCE NAMED INSURED: Friends of the Palm Springs Animal Shelter ALMNCE OF CALIFORNIA A Mead far Insurance.A Heart for Nonprofits. D. A. With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below; or (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)' own insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for"your work"; (b) That is fire, lightning, or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for"property damage"to premises temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I—COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE. (e) Any other insurance available to an additional insured(s) under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s) has been added as an additional insured by that other insurance. (1) When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured(s) against any"suit" if any other insurer has a duty to defend the additional insured(s) against that"suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured(s)' rights against all those other insurers. (2) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. (3) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s) permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any other the other insurance available to the additional insured(s) does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. NIAC-E61 11 17 Page 2 of 2 s City of Pal Springs m - Y m Office of the City Attorney 3200 E.Tahguitz Canyon Way • Palm Springs,California 92262 Tel: 760.323.8205 • Fax 760.322.8332 • TDD 760.864.9527 • www,palms-pringsca.gov <IFORN�P SENT VIA EMAIL AND US MAIL August 22, 2018 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 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. Sincerely, CITY OF PALM SPRINGS Edward Z. Kotkin, City Attorney enclosure EZK:vg ACCEPTED AND AGREED TO: CITY OF PALM SPRINGS, a California Charter City Dated: z 13y: David H. Ready, City Ma Dated: Lc97b2_ FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER, a California Non-Profit Corporation By: J amara Hedges, President APPROVED AS TO FORM: Edward Z. Kotkin, City Attorney ATTACHMENT "A" FRIENDS OF THE ANIMAL SHELTER SERVICE PAYMENT CPI Friends of the Animal Shelter Services Payment CPI City of Palm Springs Index 2015-2016 Payment Calculation: 1982-84=100 December 2013 238.742 December 2014 240.475 One-year index change as a # 1.733 One-year index change as a % 0.726% Old Annual Payment Amount $9957000 Increase in Payment Amount $7,224 New Annual Payment Amount $1,002,224 New Monthly Payment Amount $83,518.67 Index 2016-2017 Payment Calculation: 1982-84=100 December 2014 240.475 December 2015 245.357 One-year index change as a # 4.882 One-year index change as a % 2.030% Old Annual Payment Amount $1,002,224 Increase in Payment Amount $20,345 New Annual Payment Amount $1 ,022,569 New Monthly Payment Amount $85,214.08 Index 2017-2018 Payment Calculation: 1982-84=100 December 2015 245.357 December 2016 250.189 One-year index change as a # 4.832 One-year index change as a % 1 .969% Old Annual Payment Amount $1,022,569 Increase in Payment Amount $20,134 New Annual Payment Amount $1 ,042,703 New Monthly Payment Amount $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 Index 2018-2019 Payment Calculation: 1982-84=100 December 2016 250.189 December 2017 259.220 One-year index change as a # 9.031 One-year index change as a % 3.610% Old Annual Payment Amount $1 ,042,703 Increase in Payment Amount $37,642 New Annual Payment Amount $1 ,080,345 New Monthly Payment Amount $90,028.75 Source: Bureau of Labor Statistics, December Index card Los Angeles-Riverside-Orange County CPI-U 1/17/2018 Animal Shelter Services Agreement CPI and History (01-17-2018); CPI Calculations 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. 1.13. 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. I.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 orthe relocation of Usershould 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, forthe storage and distribution of pet food to qualified social service agencies and non-profit organizations. 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. 4. INSURANCE. 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. Y�J 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 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 MAP! Er o� CITY OF PALM SPRINGS A California Charter City Date: / David H. Ready, City a ge ATTEST: Date: of♦1 LOIN mes Thompson, City Clerk APPROVEIQ AS TO FORM: Date: fir- d Dougl s C. Holland, City Attorney USER Friends of the Palm Springs Animal Shelter California Non-profit Corporation By: � �✓�</ y Date: _ i OppALMS,0 iy c V N +ro...w Cq<,FOR N�P City of Palm Springs 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262 Phone 760-323-8204 " Fax 760-322-8332 www.pal mspringsca.gov RECEIPT FOR ITEMS DISTRIBUTED I, Ce- 'AL Y��' 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 SpringfrAnimal 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 �'RrrtyA -. 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, FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER A California Charter City California Non-profit Corporation David H. Ready, City Manage W. Douglas u , and Orresi e ATTEST: APPROVE AS TO FORM: ;5aies Thompson, City Clerk 5ouglaf C. Holland, City Attorney APPROVED BY CITY COLI^ICIL Animal Shelter Services Agmt. Amend. No. 1 Friends of the Palm Springs Animal Shelter Page 2 of 2 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 I 1 0R i G I N A L _:siq AP,DX'R AG;EEP,tENT 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 12 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 Page13 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. Page 14 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. 5. Records and Renorts. 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 6 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. B. Workin¢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 � 7 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 By: W Title: f !/ W Dated: Q CITY: CITY OF PALM SPRINGS A California municipal corporation and charter city By: Title: f 3 APPROVED BY CITY COUNCIL Dated: �• 1i Zm Ab 2 ATTEST: y Cle k APPROVED AS TO LEGAL FORM: `IiI City Atto ney Page II ACKNOWLEDGMENT State of California County of f— ) On �c r before me, Ara✓et 14c( o ,'e ,S P��,n, l��e�°� f� 4),c (insert name and title of the officer) personally appeared who proved to me on the basis of saWactory evidence to be the person')whose nameW is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislheNtheir authored capadly(iss), and that by hisRterAheir signatureW on the instrument the personK, or the entity upon behalf of which the persons) acted, executed the instrument -- 1-certify-Mn epfPE 6PeBi1v-(W—Pr-JIJRY ynder-the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal. £ DIANA MARIE SELLIN a NOTARY PUB #16039 NOTARY PUBLIC�86CALIFORNIA v �D RIVERSIDE COUNTY / ✓x ,� � _� ea y Commission ExDires,SEP 24,20 Signature c�/` ,.,,..,,.�..,..,... �.�,2 ($ t) " SWATT I MIENS MESQUITE AVINUE ARCHITECTS u ..__________________ m ees (e e —- —_—— PF�°YM�lNPHIM I 1 IIIkeo _ N fi- o H III r � o U r� I I cn nn o v o I m o Q � I X O > 'I��I PALM SPRINGS LLJ Il ANIMAL CARS I -- FAGLRY Elk ! wm4w« A. 1 w» V n n II I > .N—< 7. I N -1 dD v sIr[vinry n..,.o O.orea ED nmx STEF-GAN- AL SREP O 1� In«.p.., ED 0 w., ,a� ..»...,mw... o . ...—. _A1.01 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