Loading...
CC 2017-02-14_09e MOA for Animal Services ShelterMEMORANDUM TO: CITY COUNCIL FROM: BEAU PRYOR, ACTING CHIEF OF POLICE DEBBIE MALICOAT, DIRECTOR OF ADMINISTRATIVE SERVICES SUBJECT: CONSIDERATION OF MEMORANDUM OF AGREEMENT WITH THE COUNTY OF SAN LUIS OBISPO TO JOINTLY FINANCE AND CONSTRUCT A REPLACEMENT ANIMAL SERVICES SHELTER DATE: FEBRUARY 14, 2017 RECOMMENDATION: It is recommended the City Council approve and authorize the Mayor to execute a Memorandum of Agreement (“MOA”) in substantial conformance as shown in Attachment 1 with the County of San Luis Obispo, and the Cities of Atascadero, Grover Beach, Morro Bay, Pismo Beach, Paso Robles and San Luis Obispo to jointly finance and construct the replacement of an animal services shelter. IMPACT ON FINANCIAL AND PERSONNEL RESOURCES: The proposed Memorandum of Agreement would apportion 8.4% of the estimated costs of $13.3 million to the City of Arroyo Grande based on the average use of the shelter from 2012-2015. This amounts to an estimated payment of approximately $70,000 to $87,000 per year over the next 30 years. Per the proposed MOA, this amount could adjust upward or downward based on a three year look back of actual shelter usage. Staff’s assessment is that shelter usage has been fairly consistent and that actual future payments will be near the amount established for the first three years. Additionally, the Memorandum of Agreement contains cost containment provisions with respect to actual costs and provides a mechanism to reduce costs or allow a participating City to terminate the agreement if costs exceed the estimated capital budget of $13.3 million by 10% or more. BACKGROUND: Under state law, each incorporated City has the option of providing their own animal services or contracting with the County to provide animal services consistent with the standards outlined under state law. All seven cities in the County have currently contracted with the County for those services. Under this service contract, all seven cities and the County share the cost of animal services based on a formula that factors the agencies' proportionate use of field services and shelter services. Item 9.e. - Page 1 CITY COUNCIL CONSIDERATION OF MEMORANDUM OF AGREEMENT WITH THE COUNTY OF SAN LUIS OBISPO TO JOINTLY FINANCE AND CONSTRUCT A REPLACEMENT ANIMAL SERVICES SHELTER FEBRUARY 14, 2017 PAGE 2 The contract provides for the provision of animal care and control services that include, but are not limited to:  Sheltering and medical care of stray, owner surrendered, confiscated, and quarantined household animals.  Reunification of sheltered animals with owners or adopted into new homes.  Receipt and publication of lost and found animal reports.  Response to calls for service from the Police Department or residents for stray or loose animals, dangerous or vicious animals, bite and neglect/abuse investigations, potential rabies exposure investigations and quarantines, pickup of deceased animals.  Regulation of breeders and sales of domestic animals.  Animal-related nuisance investigation.  Enforcement of State and local animal-related laws. Capital costs for the replacement of the shelter are not included in the costs charged to cities for field services or shelter services. ANALYSIS OF ISSUES: The County Animal Services Division (“Division”) provides animal field services/care and shelter services throughout the unincorporated regions of the county, as well as within each of the seven incorporated communities. Each city contracting with the Division is assessed an annual service fee based upon their proportionate use of both field services and animal sheltering together with the operational costs associated with each of these functions. The City’s current contract for these services expires June 30, 2019. Costs charged to the city are approximately $80,000 annually and are included in the Police Department’s budget. The Division operates a single animal shelter to house and care for stray and owner relinquished animals. This shelter, located at 885 Oklahoma Avenue in San Luis Obispo, is the County's only open intake animal shelter and receives approximately 4,500 animals annually. Dogs and cats account for roughly 92% of the animals handled at the shelter with the remainder comprised of a wide variety of animals ranging from rabbits, alligators, and emus to guinea pigs, monkeys, and snakes. Existing Shelter The Animal Services shelter was constructed in approximately 1975 on a site which had formerly been a landfill utilized in the 1940's by the US Army and Camp San Luis Obispo. As initially designed, the structure totaled 6,600 square feet and was intended primarily for the kenneling of dogs, with less than 38 square feet dedicated to the care and housing of cats; no accommodations were made for other types of animals. Since then, additional building modifications were constructed to accommodate dog runs Item 9.e. - Page 2 CITY COUNCIL CONSIDERATION OF MEMORANDUM OF AGREEMENT WITH THE COUNTY OF SAN LUIS OBISPO TO JOINTLY FINANCE AND CONSTRUCT A REPLACEMENT ANIMAL SERVICES SHELTER FEBRUARY 14, 2017 PAGE 3 adjacent to the kennels, corrals for ranch animals, a small structure for cats, night drop- off kennels, an expansion for staff administration, and renovation for the public lobby. Industry standards and public expectations of animal shelters have shifted substantially and many of the shelter's original design features and characteristics are now outdated or inconsistent with the current understanding of humane animal sheltering. The consequences of these design issues relative to their impact on humane animal care are further compounded by the effects of deferred maintenance, robust utilization, and harsh environmental conditions. Over time, roofing leaks have developed, walls and door frames have begun to deteriorate, and the capacity of electrical and drainage systems have been overloaded. The lack of heating, poor ventilation, and general facility layout promotes stress, illness, and behavioral problems in sheltered animals. The austere and unwelcoming environment often discourages the general public from visiting and is believed to have an adverse impact on adoption and stray reclaim rates. In 2010, the County contracted with Ravatt Albrecht & Associates to develop design plans for Phase I of a project to remodel the facility. It quickly became apparent that the scope of the project exceeded the available funding and the dog kennel remodel component of the project was dropped. The ability to design a remodel which could be constructed within budget was further complicated by soil stability and potential methane off-gassing issues resulting from the shelter's location on an abandoned landfill. During the environmental permitting process, it was determined that a permit was required through CalRecycle1, adding time and cost to the development process. Since then, the project has received a post landfill closure permit through CalRecycle, and permits from the Air and Water Quality Control Boards. In November 2013, the County received five construction bids from contractors· for the Animal Services Cattery and Lobby Expansion project. Bids ranged between $1,245,200 and $1,382,000. The lowest bid received exceeded the estimated construction cost or budget by $350,250, which was 39% above the engineer’s estimated construction cost. In January 2014, staff recommended and the Board of Supervisors rejected all bids for the Animal Services Cattery and Lobby Expansion project. In light of the significant disparities between the project budget, operational needs, and projected construction costs, the project was reassessed and an effort was made to identify design modifications and alternative operational measures which might bring construction costs within budget. During this reassessment, the identification of additional structural problems, including the development of a large sinkhole directly adjacent to the building, caused concern that further investment and attempts to rehabilitate the facility would be fiscally irresponsible. 1 CalRecycle oversees the permitting of land use or other activities on active or abandoned land fill sites. Item 9.e. - Page 3 CITY COUNCIL CONSIDERATION OF MEMORANDUM OF AGREEMENT WITH THE COUNTY OF SAN LUIS OBISPO TO JOINTLY FINANCE AND CONSTRUCT A REPLACEMENT ANIMAL SERVICES SHELTER FEBRUARY 14, 2017 PAGE 4 The County explored a potential partnership with Woods Humane Society to build and operate a replacement facility. The County concluded it was infeasible due to a number of factors, with the primary one being that that Woods was not amenable to managing an expansion of services that they provide. In April 2015, the County Board of Supervisors concluded that based on the totality of factors, remodeling the existing facility would be imprudent, partnerships unlikely and therefore directed staff to pursue the development of a replacement facility. Proposed Shelter and MOA The Board of Supervisors directed staff to pursue the construction of a new 15,000 square foot facility (approximate) to be located next door to the existing facility to fully address the facility needs and implement many of the recommendations contained in the Humane Society of the United States and (HSUS) and SPA report (Attachment 2). The new facility would be located next door to the existing facility. Further programming was required to define the proper size for the facility and ultimately landed on the program description that is generally outlined in Exhibit A to the proposed Memorandum of Agreement. Staff is recommending the approval of the Memorandum of Agreement as it provides a mechanism to: 1) share costs based on proportionate use 2) clarify service and shelter governance, and 3) control construction costs. It is an efficient way to construct a shelter consistent with state law and local service preferences and standards. Given the significant investment that each City is making, the issue of governance and the role that Cities have in terms of containing costs is important. Moreover, the timing of the completion of the facility will impact future budgets. An important issue is one of how to best apportion capital costs associated with the replacement facility and ensuring that the type of construction selected is the most economical and efficient one to meet existing and future needs of the region. Ultimately, through extensive discussions with the County and Cities, the recommendation was made to distribute all costs for the proposed shelter based on the proportional use of shelter services, as set forth in Exhibit C of the Memorandum of Agreement. ALTERNATIVES: The following alternatives are presented for the City Council’s consideration: 1. Approve staff recommendations; 2. Do not approve staff recommendations; 3. Provide direction to staff. Item 9.e. - Page 4 CITY COUNCIL CONSIDERATION OF MEMORANDUM OF AGREEMENT WITH THE COUNTY OF SAN LUIS OBISPO TO JOINTLY FINANCE AND CONSTRUCT A REPLACEMENT ANIMAL SERVICES SHELTER FEBRUARY 14, 2017 PAGE 5 ADVANTAGES: Animal care and control services will be provided to City residents in a facility that is consistent with current humane standards and public expectations. Additional governance over costs associated with animal care and control services will be available to the City. In addition, the City will be able to benefit from the economies of scale of sharing both capital and service costs with the County and six cities in San Luis Obispo County. Staff has determined that the City cannot provide its own animal field services or shelter services and build its own facility for less than approximately $225,000 per year. DISADVANTAGES: Additional costs will be incurred for many years into the future. ENVIRONMENTAL REVIEW: The County of San Luis Obispo is the lead agency under the California Environmental Quality Act (CEQA). This means that they completed all environmental review for the project and the City, as a responsible agency, relies on the County’s environmental determination to meet the City’s statutorily required CEQA mandates. PUBLIC NOTIFICATION AND COMMENTS: The Agenda was posted at City Hall and on the City’s website in accordance with Government Code Section 54954.2. Attachments: 1. MOA 2. Humane Society of the United States and (HSUS) and SPA report Item 9.e. - Page 5 Page 1 of 12 AGREEMENT FOR ALLOCATION OF CONSTRUCTION AND FINANCING COSTS FOR AN ANIMAL SERVICES SHELTER AT 865 OKLAHOMA AVENUE IN SAN LUIS OBISPO, CALIFORNIA, BETWEEN THE CITIES OF ATASCADERO, ARROYO GRANDE, GROVER BEACH, MORRO BAY, PASO ROBLES, PISMO BEACH, AND SAN LUIS OBISPO AND THE COUNTY OF SAN LUIS OBISPO THIS AGREEMENT, dated for reference as of February 1, 2017 (the “Agreement”), is entered into by and between the COUNTY OF SAN LUIS OBISPO (the “County”), and the cities of ATASCADERO, ARROYO GRANDE, GROVER BEACH, MORRO BAY, PASO ROBLES, PISMO BEACH, AND SAN LUIS OBISPO (each, a “City,” and collectively, the “Cities,” and, together with the County, the “Parties”, or individually “Party”). RECITALS The County and each of the Cities are parties to a separate but similar Contract for Animal Care and Control Services (“Services Contract”) effective as of July 1, 2016 and expiring, unless sooner terminated, on June 30, 2019, pursuant to which the County provides animal control services throughout San Luis Obispo County, including within the jurisdictional boundaries of each of the Cities. In conjunction with and pursuant to the Services Contract, the County operates an existing Animal Services Shelter located at 885 Oklahoma Avenue in San Luis Obispo, California. Owing to the obsolescence of the existing shelter, it is necessary to construct a new Animal Services Shelter (“Shelter” or “Project”) as generally described in Exhibit A, at an address preliminarily identified as 865 Oklahoma Avenue, and as generally depicted in Exhibit B (“Shelter Property”). The Parties acknowledge the benefit of collaborative and joint efforts in constructing the Shelter. The Parties enter into this Agreement to memorialize their participation and corresponding obligations with regards to the allocation and repayment of the construction and financing costs for the Shelter. NOW, THEREFORE, the Parties agree as follows: 1.Recitals. The above Recitals are true and correct. 2.Estimated Project Construction Costs. a)The Project construction costs, excluding the portion of the Oklahoma Ave./Utility Extension costs to be borne solely by the County, and excluding the County-only costs of the remaining depreciation value of the existing facility, demolition of the existing facility, and land costs, and excluding costs to be shared proportionally only by the Cities, for the Shelter are estimated at this time to be Thirteen Million One Hundred Seventy Six Thousand Five Hundred Dollars ($13,176,500) as shown in Exhibit D (the “Estimated Project Construction Costs”). The Estimated Project Construction Costs include expenses for soft costs, such as architectural and engineering services; County costs for administration, project management service, environmental review, planning and building fees, and inspections; and hard costs, such as actual construction costs. b)The Estimated Project Construction Costs shall only include those expenses and costs generally described above, which are incurred by the County specifically for the Shelter construction project. Notwithstanding anything to the contrary below, the total Project Costs, as defined in Paragraph 5(a) below shall not exceed Fourteen Million Five Hundred Thousand Dollars ($14,500,000) without a written amendment to this agreement signed by all Parties. ATTACHMENT 1 Item 9.e. - Page 6 Page 2 of 12 c) The Project will be managed as a “Design / Build” project, as approved by the County of San Luis Obispo Board of Supervisors on April 12, 2016. 3. Excess Construction Costs a) Prior to Authorization for Construction to Begin (“Construction Contract”). (i) If the County receives information in the design or bidding process indicating that the Estimated Project Construction Costs for the Shelter will exceed $13,176,500 by less than ten percent (10%), the County shall provide written notice to each member of the Executive Board (as defined in Section 9(b) below) of the revised estimated construction costs within a reasonable period of time before such additional construction costs are incurred. The Executive Board shall either approve or disapprove the additional construction costs, if any, by written notice to the County, delivered within ninety (90) days after receipt of the County’s notice of the revised construction costs. If any Executive Board member fails to timely approve in writing, the Executive Board shall be deemed to have not approved and the County shall promptly confer with all Cities regarding the additional construction costs and any means by which such additional construction costs may be minimized. (ii) If the County receives information as part of the design or bidding process indicating that the Estimated Project Construction Costs for the Shelter will exceed $14,500,000, the County shall immediately provide written notice to each City of the revised estimated construction costs (“Excess Construction Costs”) and confer with the Cities as to whether to authorize the Construction Contract or reject all bids. Each City shall either approve or disapprove the Excess Construction Costs resulting in Estimated Project Construction Costs exceeding $14,500,000 by written amendment delivered to the County within ninety (90) days after receipt of the County’s written amendment. If the decision is to authorize the contract, the County shall prepare and deliver to the Cities a written amendment to this Agreement amending Section 2(b) to increase the not-to-exceed amount. If any City fails to timely approve in writing, the City shall be deemed to have disapproved. Should a City(ies) disapprove the Excess Construction Costs, the County will immediately confer with all Cities in an attempt to reconcile the disagreement. Should the Parties be unable to reach agreement, the measures shall be taken to reduce the costs below $14,500,000 and in no such event shall the Parties be liable for Excess Construction Costs absent a written amendment to this agreement. (iii) If a City chooses to not participate in the shelter construction at that time, the City is allowed to withdraw from this agreement and pay its proportionate share of all costs incurred as of the date of withdrawal. The date of withdrawal shall be defined as the date that written notice is received by the County of the City's desire to withdraw due to Excess Construction Costs beyond amounts previously agreed. The County will recalculate future payments of the remaining Parties using revised percentages of shelter use with the methodology in Section 6(a). b) Authorization for Construction to Begin (i) Upon County’s authorization for Construction to begin, total costs for the Project including any incurred or future hard costs, soft costs, contingencies, and other miscellaneous costs related to Shelter construction will be added to the estimated final construction costs (“Estimated Final Construction Costs”). The Estimated Final Construction Costs will not exceed the Estimated Project Construction Costs (or Excess Construction Costs), unless agreed to in writing by all of the Parties in a written amendment to this Agreement. Should the Parties be unable to reach agreement, measures shall be taken to reduce the costs below Item 9.e. - Page 7 Page 3 of 12 $14,500,000 and in no such event shall the Parties be liable for Excess Construction Costs absent a written amendment to this agreement. (ii) If a City chooses to not participate in the shelter construction at that time, the City is allowed to withdraw from this agreement and pay its proportionate share of all costs incurred as of the date of withdrawal. The date of withdrawal shall be defined as the date that written notice is received by the County of the City's desire to withdraw due to Excess Construction Costs beyond amounts previously agreed. The County will recalculate future payments of the remaining Parties using revised percentages of shelter use with the methodology in Section 6(a). c) After Authorization for Construction to Begin (i) If the County becomes aware, after its authorization for Construction to begin, that the costs of construction will exceed the Estimated Final Construction Costs due to unforeseen or other conditions, the County shall provide written notice, to each City of the revised estimated construction costs within a reasonable period of time before such additional construction costs are incurred. Each City shall either approve or disapprove the additional construction costs, if any, by written notice to the County, delivered within ninety (90) days after receipt of the County’s notice of the revised construction costs. If any City fails to timely approve in writing, the City shall be deemed to have not approved and the County shall promptly confer with all Cities regarding the additional construction costs and any means by which such additional construction costs may be minimized. No additional construction costs shall be incurred that exceed $14,500,000 without a written amendment signed by all the Parties. Should the Parties be unable to reach agreement, measures shall be taken to reduce the costs below $14,500,000 and in no such event shall the Parties be liable for Excess Construction Costs absent a written amendment to this agreement. (ii) If a City chooses to not participate in the shelter construction at that time, the City is allowed to withdraw from this agreement and pay its proportionate share of all costs incurred as of the date of withdrawal. The date of withdrawal shall be defined as the date that written notice is received by the County of the City's desire to withdraw due to Excess Construction Costs beyond amounts previously agreed. The County will recalculate future payments of the remaining Parties using revised percentages of shelter use with the methodology in Section 6(a). 4. Financing a) County Advance of Funds. The County shall advance funds required to pay for the costs of construction of the Shelter. The County intends to finance the funds it advances, including County in house soft costs. i) County Sole Discretion as to Financing Terms. The County, at its sole discretion, shall determine financing terms based on market rates and terms available at the time of financing. The anticipated financing interest rate is estimated to be between 3.5%-5%, based on a 25- year term, see Exhibit D. The County may finance the Estimated Final Construction Costs (hard, soft, design, etc.) for the Shelter in addition to customary out of pocket costs to obtain financing, if any. The County may choose to provide in-house financing, provided the interest rate charged to the Cities does not exceed commercially available rates for like projects and terms of financing are equal to or more favorable to Cities than terms otherwise available to the County. (1) The County will provide notification to the Shelter Executive Board of its intentions regarding external or in-house financing at least 30 days prior to taking action on Item 9.e. - Page 8 Page 4 of 12 financing. Said notification will include final estimates of financing costs and anticipated interest rates. (2) Should the Cities desire to have costs identified as “Costs Shared Proportionally by Cities Only” in Exhibit D included in any financing, the Cities shall provide written notification to the County by October 31, 2017. Should all Cities fail to provide written notice, the “Costs Shared Proportionally by Cities Only” will be proportionally allocated to each of the Cities as shown in Exhibit C and billed accordingly, with a payment due date of January 1, 2018. ii) Estimated Project Financing Costs. The financing costs are estimated to range from $7,556,392 to $11,618,328, as shown in Exhibit D, depending on the applicable interest rate and whether there are out of pocket costs to obtain financing (collectively “Estimated Project Financing Costs”). If the actual interest rate is higher or lower than that estimated on Exhibit D, the actual financing costs will vary. 5. Total Estimated Project Costs/Total Project Costs. a) The Estimated Final Construction Costs and the Estimated Project Financing Costs are jointly referred to as the Total Estimated Project Costs. Once the Shelter has been constructed and financed, the County will prepare a final cost summary of the actual construction and financing costs incurred by County in connection with the Shelter, excluding any costs that this Agreement expressly provides shall be excluded from the calculation, to establish the total project costs and annual repayment schedule based on the financing. Upon request, a City may review back up material for the summary. After review and adjustment (if any) of the final cost summary by all Parties, the approved final cost summary shall be known as the Total Project Costs. No City shall unreasonably delay or disapprove the Total Project Costs. 6. Allocation of Total Project Costs. (a) Allocation Based on Percentage of Shelter Use. Each Party shall pay its share of the Total Project Costs, based on the annual repayment schedule associated with the financing. Each Party’s share shall be based upon that individual Party’s percentage of shelter use. Shelter use is defined as the number of shelter services (impounds, quarantines, animal surrenders, confiscations, euthanasia requests, etc.) originating from, or requested by, an individual Party’s jurisdiction and/or its residents. Each Party’s share shall be determined annually by the County as part of their normal record keeping processes. The individual Party’s shelter use percentage shall be calculated using the total number of shelter services allocated to an individual Party over the preceding three full fiscal year periods, divided by the total number of all shelter services provided to all Parties over the same preceding three full fiscal year periods. %𝑆𝑆ℎ𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒 𝑈𝑈𝑈𝑈𝑒𝑒=( 𝑃𝑃𝑃𝑃𝑒𝑒𝑒𝑒𝑃𝑃#𝑆𝑆ℎ𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒 𝑆𝑆𝑒𝑒𝑒𝑒𝑆𝑆𝑆𝑆𝑆𝑆𝑒𝑒𝑈𝑈 𝑌𝑌𝑌𝑌𝑌𝑌𝑌𝑌1 +𝑃𝑃𝑃𝑃𝑒𝑒𝑒𝑒𝑃𝑃 #𝑆𝑆ℎ𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒 𝑆𝑆𝑒𝑒𝑒𝑒𝑆𝑆𝑆𝑆𝑆𝑆𝑒𝑒𝑈𝑈𝑌𝑌𝑌𝑌𝑌𝑌𝑌𝑌 2 +𝑃𝑃𝑃𝑃𝑒𝑒𝑒𝑒𝑃𝑃 #𝑆𝑆ℎ𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒 𝑆𝑆𝑒𝑒𝑒𝑒𝑆𝑆𝑆𝑆𝑆𝑆𝑒𝑒𝑈𝑈𝑌𝑌𝑌𝑌𝑌𝑌𝑌𝑌 3)(𝑇𝑇𝑇𝑇𝑒𝑒𝑃𝑃𝑒𝑒#𝑆𝑆ℎ𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒 𝑆𝑆𝑒𝑒𝑒𝑒𝑆𝑆𝑆𝑆𝑆𝑆𝑒𝑒𝑈𝑈𝑌𝑌𝑌𝑌𝑌𝑌𝑌𝑌 1 +𝑇𝑇𝑇𝑇𝑒𝑒𝑃𝑃𝑒𝑒 #𝑆𝑆ℎ𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒 𝑆𝑆𝑒𝑒𝑒𝑒𝑆𝑆𝑆𝑆𝑆𝑆𝑒𝑒𝑈𝑈𝑌𝑌𝑌𝑌𝑌𝑌𝑌𝑌 2 +𝑇𝑇𝑇𝑇𝑒𝑒𝑃𝑃𝑒𝑒 #𝑆𝑆ℎ𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒 𝑆𝑆𝑒𝑒𝑒𝑒𝑆𝑆𝑆𝑆𝑆𝑆𝑒𝑒𝑈𝑈𝑌𝑌𝑌𝑌𝑌𝑌𝑌𝑌 3) Exhibit C indicates the percentage of each Party's actual use of the existing Animal Services shelter for the Fiscal Years 2013-14, 2014-15, and 2015-16. Adjustments to each Party’s annual allocation of Total Project Costs shall be adjusted annually based on the previous 3-year trailing average of the percentages of shelter use. b) Reallocation in the Event of Withdrawal or Termination. In the event that a Party withdraws or terminates under Section 8 below, the allocation of each Party’s share of Total Project Costs shall be adjusted upward for the remaining parties for the subsequent calendar year. The annual calculation and any associated adjustments shall be made by December 31st of each year and shall be due on July 1st of the next fiscal year. Item 9.e. - Page 9 Page 5 of 12 7. Use of Shelter a) The Shelter shall only be used as an Animal Services facility. No other County department or agency or other person or entity shall use any portion of the Shelter without the prior written consent of the Operations Committee (as defined in Section 9 (a) below). Such use shall be accompanied by the payment of an appropriate rental charge. 8. Termination and Withdrawal a) Withdrawal Prior to Authorization of Construction/Payment of Allocation of Soft Costs. i) Any Party may withdraw from this Agreement prior to County’s authorization of the Construction to begin by giving a minimum of one (1) year’s written notice to all Parties and by payment of its share, based on the allocation set forth in Section 6, above, of costs incurred by County prior to date of receipt of notice of withdrawal. Notice shall be deemed received on the date of personal delivery, or if mailed by U.S. mail, five (5) days after date of mailing. Such costs shall be reasonably determined by County and a majority of the Parties of the Executive Board, excluding any Party(ies) electing to withdraw. Any withdrawing Party shall pay its share by the effective date of its withdrawal. A withdrawing Party who withdraws prior to October 31, 2017 shall not be required to pay any portion of financing costs, regardless of whether outside financing or in -house County financing is ultimately provided. Any payment of soft or hard costs by a withdrawing Party shall be deleted from the amount to be financed. The County will recalculate future payments of the remaining Parties using revised percentages of shelter use with the methodology in Section 6(a). b) Withdrawal After Construction Begins /Payment of Allocation. i) Any Party may withdraw from this Agreement after the County’s authorization of construction begin, by providing a minimum of one (1) year’s written notice to all of the other Parties and prepaying its entire allocation of the Total Project Costs by the effective date of its withdrawal. If a Party withdraws from this Agreement prior to October 31, 2017, any estimated financing costs shall be deducted from the Total Project Costs before calculating the withdrawing Party’s Total Project Costs share. If County provides in-house financing, any finance or interest charge accruing or payable after the withdrawal shall be deducted from the Total Project Costs before calculating the withdrawing Party’s share of the Total Project Costs. Withdrawal from the Agreement shall be effective as of December 31 of the year stated in the written notice. The County will recalculate future payments of the remaining Parties using revised percentages of shelter use with the methodology in Section 6(a). c) The County shall not terminate a City’s access to or use of the Shelter if the City is not in default of its payment obligations. For the purposes of this Agreement, a City shall be deemed to be in default if said City is sixty (60) calendar days or more in arrears on any payment required under this Agreement. (i) Should the County desire to terminate a City’s access or use of the Shelter for default of its payment obligations, the County shall include any non-defaulted Cities, at the non-defaulted Cities’ sole discretion, in negotiations with the defaulted City, prior to their termination. (ii) The County shall retain final decision authority to terminate any City’s access to or use of the Shelter for default of said City’s payment obligations. 9. Animal Shelter Operations a) An Operations Committee comprised of the County’s Health Agency Director or his/her designee and a subset of City Managers or their designees shall be formed. At their sole discretion, all Parties may be represented on the Operations Committee. Item 9.e. - Page 10 Page 6 of 12 b) An Executive Board composed of the County Administrative Officer (CAO) and a subset of the City Managers (2-3) for each of the Cities, or their designees, shall consider significant policy or budget changes and make recommendations prior to policy implementation or budget adoption for the Shelter. c) The Executive Board meetings shall be held as needed and in conjunction with the existing monthly City Manager/CAO meeting. At a minimum, “Animal Services” shall be a standing item that is considered twice in a calendar year. While any Party may request that “Animal Services” be added to the agenda of any City Manager/CAO monthly meeting, it will be the responsibility of the chair of the meeting to ensure Animal Services is placed on the agenda and satisfies the minimum number of meetings required by this Agreement. d) If the City Managers’ recommendation is different from that of the CAO on budget or policy matters, the County shall include the City Managers’ recommendation in any related staff report to the Board of Supervisors and provide a summary of the nature of any disagreement. e) Final policy and budgetary authority for Shelter operations reside with the County Board of Supervisors. f) Future Services Contracts shall be for 3-year terms. g) If a City chooses to provide its own field services, it must provide to all Parties, a one (1) year’s written notice of its intent to provide its own services and to terminate, or (if applicable) not to renew, its Services Contract with the County, except as otherwise expressly provided in its Services Contract with the County, h) Service Contracts shall be separate from the Parties’ obligations to finance and pay their proportional and allocated shares of Total Project Costs for the Shelter. i) The County’s repayment obligation of its share of the Total Project Costs shall not be included in the calculation of the Shelter’s operating costs. The County shall charge no rent for the Shelter or Shelter Property or otherwise attempt to obtain compensation from the Cities for those items identified in Appendix D as “County Only Costs”. j) Any City shall have the ability to provide its own separate field services. The costs for accessing the Shelter shall be reasonably determined by the County after consulting with the Executive Board and shall only be for the fair share reasonable operating costs for Shelter operations. k) Any City that elects to not participate in Shelter Total Project Costs shall immediately cease as a Party to this Agreement and the County shall not be required to provide any animal services to such City. Such City shall be required to provide its own animal services and shelter, in accordance with all applicable laws and statues, effective on a date mutually agreed to by the City and the County. If the City and the County are unable to mutually agree to a date, termination will be effective upon the expiration of the City’s existing Service Contract or the date a Certificate of Occupancy is issued for the new Shelter, whichever occurs first. 10. Animal Shelter Planning a) The Parties agree to form an ad-hoc value engineering team consisting of up to three (3) City representatives and a minimum of two (2) County representatives. City representatives shall fully participate with the County to assist with investigating and identifying the most effective and efficient methods to construct a Shelter that meets all Parties’ existing and future animal service’s needs. The value engineering team shall meet as needed and provide input with architects, designers, construction managers, and engineers during the development of plans and specifications for the Shelter. b) Prior to the authorization of the Construction Contract, the Executive Board shall be presented project plans and estimated budgets, and provide a recommendation that will be included in the CAO staff report to approve the contract by the Board of Supervisors. Item 9.e. - Page 11 Page 7 of 12 11. Effective Date a) Except as set forth above, this Agreement shall be effective for the period from January 5, 2017 until each Party has made the last payment required under Section 6 or, if applicable, Section 8, of this Agreement 12. Entire Agreement a) This is the entire agreement among the Parties with respect to the Project and supersedes any prior written or oral agreements with respect to the Project. In the event of a conflict between the terms of this Agreement and the Services Contract, the terms of this Agreement shall prevail. 13. Assignability a) Except as otherwise expressly provided for herein, no Party shall assign any of its obligations or rights hereunder without the written consent of all Parties. 14. Notices a) Any notices required to be given pursuant to this Agreement shall be given in writing and shall be mailed to all Parties to the Agreement, directed to the County Administrative Officer and County Counsel, and to the City Manager or City Administrative Officer and City Attorney of each City. 15. Audit a) The Cities may inspect and/or audit all records and other written materials used by County in preparing the Total Project Costs and annual invoices to each City. 16. Good Faith Efforts a) The Parties shall each act in good faith in performing their respective obligations as set forth in this Agreement and shall work diligently to maintain their longstanding cooperative relationships. 17. Amendment a) This Agreement may only be amended in writing, signed by all Parties. IN WITNESS WHEREOF, by their execution below, the Parties agree to be bound to the obligations stated herein, and the Board of Supervisors of the COUNTY OF SAN LUIS OBISPO has authorized and directed the Chairperson of the Board of Supervisors to execute this Agreement for and on behalf of the County, and the Cities of ATASCADERO, ARROYO GRANDE, GROVER BEACH, MORRO BAY, PASO ROBLES, PISMO BEACH, AND SAN LUIS OBISPO have caused this Agreement to be subscribed by each of their duly authorized officers and attested by their Clerks. Dated: _______________ COUNTY OF SAN LUIS OBISPO _____________________ ____________________________ Clerk of the Board Dated: _______________ CITY OF ATASCADERO _____________________ ____________________________ City Clerk By: Item 9.e. - Page 12 Page 8 of 12 Dated: _______________ CITY OF ARROYO GRANDE _____________________ ____________________________ City Clerk By: Dated: _______________ CITY OF GROVER BEACH _____________________ ____________________________ City Clerk By: Dated: _______________ CITY OF MORRO BAY _____________________ ____________________________ City Clerk By: Dated: _______________ CITY OF PASO ROBLES _____________________ ____________________________ City Clerk By: Dated: _______________ CITY OF PISMO BEACH _____________________ ____________________________ City Clerk By: Dated: _______________ CITY OF SAN LUIS OBISPO _____________________ ____________________________ City Clerk By: Item 9.e. - Page 13 Page 9 of 12 EXHIBIT A Animal Services Facility The quantities listed below were derived from a review of the existing Animal Services facility, the 2010 "Needs Assessment, Feasibility, and Building Program Study" by Shelter Planners of America, and meetings with Animal Services Manager Eric Anderson. Building Floor Area: 16,000 square feet Outdoor Runs: 3,000 Incinerator, Cold Storage: 2,000 Sally Port, Truck Wash, Truck Parking (8 trucks): 4,200 Disaster Response Equipment: 1,200 Visitor Parking (15 spaces): 5,300 Staff Parking (20 spaces): 7,000 Large Animal Pens: 27,000 Subtotal: 65,700 Additional 20% for Circulation, Landscaping: 13,140 TOTAL: 78,840 square feet Item 9.e. - Page 14 Page 10 of 12 EXHIBIT B 865 Oklahoma Ave Item 9.e. - Page 15 Page 11 of 12 EXHIBIT C (Number of Shelter Service Provided) Cities City Name 2013-14 2014-15 2015-16 Total Percent Full Yr. Full Yr. Full Yr. 1 Arroyo Grande 286 7% 427 11% 291 8% 1,004 8.39% 2 Atascadero 476 12% 600 15% 643 17% 1,719 14.37% 3 Grover Beach 167 4% 142 4% 135 4% 444 3.71% 4 Morro Bay 126 3% 143 4% 118 3% 387 3.23% 5 Paso Robles 724 18% 734 18% 792 21% 2,250 18.81% 6 Pismo Beach 57 1% 61 2% 54 1% 172 1.44% 7 San Luis Obispo 482 12% 486 12% 479 12% 1,447 12.09% 99 Unincorporated 1,745 43% 1,464 36% 1,332 35% 4,541 37.96% 4,063 4,057 3,844 11,964 100.00% Item 9.e. - Page 16 Page 12 of 12 EXHIBIT D Item 9.e. - Page 17 $77$&+0(17 Item 9.e. - Page 18 Item 9.e. - Page 19 Item 9.e. - Page 20 Item 9.e. - Page 21 Item 9.e. - Page 22 Item 9.e. - Page 23 Item 9.e. - Page 24 Item 9.e. - Page 25 Item 9.e. - Page 26 Item 9.e. - Page 27 Item 9.e. - Page 28 Item 9.e. - Page 29 Item 9.e. - Page 30 Item 9.e. - Page 31 Item 9.e. - Page 32 Item 9.e. - Page 33 Item 9.e. - Page 34 Item 9.e. - Page 35 Item 9.e. - Page 36 Item 9.e. - Page 37 Item 9.e. - Page 38 Item 9.e. - Page 39 Item 9.e. - Page 40 Item 9.e. - Page 41 Item 9.e. - Page 42 Item 9.e. - Page 43 Item 9.e. - Page 44 Item 9.e. - Page 45 Item 9.e. - Page 46 Item 9.e. - Page 47 Item 9.e. - Page 48 Item 9.e. - Page 49 Item 9.e. - Page 50 Item 9.e. - Page 51 Item 9.e. - Page 52 Item 9.e. - Page 53 Item 9.e. - Page 54 Item 9.e. - Page 55 Item 9.e. - Page 56 Item 9.e. - Page 57 Item 9.e. - Page 58 Item 9.e. - Page 59 Item 9.e. - Page 60 Item 9.e. - Page 61 Item 9.e. - Page 62 Item 9.e. - Page 63 Item 9.e. - Page 64 Item 9.e. - Page 65 Item 9.e. - Page 66 Item 9.e. - Page 67 Item 9.e. - Page 68