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CC 2017-02-28_09i MOA County Animal Shelter MEMORANDUM TO: CITY COUNCIL FROM: HEATHER K. WHITHAM, CITY ATTORNEY DEBBIE MALICOAT, DIRECTOR OF ADMINISTRATIVE SERVICES SUBJECT: CONSIDERATION OF REVISED MEMORANDUM OF AGREEMENT WITH THE COUNTY OF SAN LUIS OBISPO TO JOINTLY FINANCE AND CONSTRUCT A REPLACEMENT ANIMAL SERVICES SHELTER TO INCLUDE A NON- APPROPRIATION PROVISION DATE: FEBRUARY 28, 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 thirty 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 MOA contains cost containment provisions with respect to actual costs and provides a mechanism to reduce costs or allow a participating City to terminate the MOA if costs exceed the estimated capital budget of $13.3 million by 10% or more. BACKGROUND: The MOA was presented to the City Council at the February 14, 2017 City Council meeting. At that time, staff responded to questions regarding value engineering, the City’s proportionate share, and financing costs. In addition, the City Attorney advised that a concern had been raised by one of the cities that the MOA needed to include a non-appropriation clause in order to address the debt limitation imposed on cities by the California Constitution. The City Council unanimously approved the MOA, authorizing the Mayor to execute the MOA. The Council also provided the City Attorney with the authority to approve the insertion of a non-appropriation provision. Item 9.i. - Page 1 CONSIDERATION OF REVISED MEMORANDUM OF AGREEMENT WITH THE COUNTY OF SAN LUIS OBISPO TO JOINTLY FINANCE AND CONSTRUCT A REPLACEMENT ANIMAL SERVICES SHELTER TO INCLUDE A NON-APPROPRIATION PROVISION FEBRUARY 28, 2017 PAGE 2 ANALYSIS OF ISSUES: Under the debt limitation, cities may not pledge general fund revenue beyond the year in which the revenue is received, with certain exceptions. In order to address the debt limitation provision, it is common to include a non-appropriation provision, which enables the entity to terminate the agreement at the end of an appropriation period without further obligation or penalty if the entity is unable to obtain funding for future payment obligations. Attachment 2 contains the MOA with the non-appropriation language indicated in a redlined format. The MOA states that all of the parties currently intend to make all future payments for the full term of the MOA as long as funds are appropriated for such payments in each fiscal year by its governing body. However, under the non-appropriation provision if a cities’ governing body fails to appropriate sufficient funds in any fiscal year then the MOA will terminate as to that city without penalty or costs to that city, provided that the city pay all amounts payable under the MOA for which funds have already been appropriated. If a city were to terminate the MOA based on a non-appropriation of funds, the County would recalculate future payments amongst the remaining parties using revised percentages of shelter use. It is unlikely, however, that a city will opt out of the MOA because that city would then have to provide its own animal shelter services at significant expense. ALTERNATIVES: The following alternatives are provided for the Council’s consideration: 1. Approve staff recommendation; 2. Do not approve staff recommendation; or 3. Provide other direction to staff. 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. In addition, the City will 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. Item 9.i. - Page 2 CONSIDERATION OF REVISED MEMORANDUM OF AGREEMENT WITH THE COUNTY OF SAN LUIS OBISPO TO JOINTLY FINANCE AND CONSTRUCT A REPLACEMENT ANIMAL SERVICES SHELTER TO INCLUDE A NON-APPROPRIATION PROVISION FEBRUARY 28, 2017 PAGE 2 Attachments: 1. MOA- clean 2. MOA- redlined Item 9.i. - Page 3 Page 1 of 13  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.i. - Page 4   Page 2 of 13  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.i. - Page 5   Page 3 of 13  $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.i. - Page 6   Page 4 of 13  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. %݄݈ܵ݁ݐ݁ݎ ܷݏ݁ ൌ ሺ ܲܽݎݐݕ#݄݈ܵ݁ݐ݁ݎ ܵ݁ݎݒ݅ܿ݁ݏ ௒௘௔௥ଵ ൅ ܲܽݎݐݕ #݄݈ܵ݁ݐ݁ݎ ܵ݁ݎݒ݅ܿ݁ݏ௒௘௔௥ ଶ ൅ ܲܽݎݐݕ #݄݈ܵ݁ݐ݁ݎ ܵ݁ݎݒ݅ܿ݁ݏ௒௘௔௥ ଷሻ ሺܶ݋ݐ݈ܽ#݄݈ܵ݁ݐ݁ݎ ܵ݁ݎݒ݅ܿ݁ݏ௒௘௔௥ ଵ ൅ ܶ݋ݐ݈ܽ #݄݈ܵ݁ݐ݁ݎ ܵ݁ݎݒ݅ܿ݁ݏ௒௘௔௥ ଶ ൅ ܶ݋ݐ݈ܽ #݄݈ܵ݁ݐ݁ݎ ܵ݁ݎݒ݅ܿ݁ݏ௒௘௔௥ ଷ ሻ 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.i. - Page 7   Page 5 of 13  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. Termination for Government Non-appropriation a) For each annual payment any City may owe related to repayment of the Total Project Costs as defined herein, whether a proportionate annual payment or lump sum payment pursuant to, but not limited to, provisions 4, 5, 6 and 8 of this Agreement, Cities represent and Item 9.i. - Page 8   Page 6 of 13  warrant: that they have appropriated and budgeted the necessary funds to make all necessary payments required pursuant to this Agreement for the remainder of the fiscal year in which this Agreement commences, if any; and that it currently intends to make further payments for the full term of this Agreement as scheduled in the above enumerated provisions if funds are appropriated for such payments in each succeeding fiscal year by its governing body. Without contractually committing itself to do so, Cities reasonably believe that moneys in an amount sufficient to make all payments can and will lawfully be appropriated therefor. Cities will direct the persons in charge of their budget requests to include the subject payments required under this Agreement payable during each fiscal year in the budget request presented to Cities’ governing body for such fiscal year; provided, that Cities’ governing body retains authority within their sole discretion to approve or reject any such budget request. All payments shall be payable out of legally available revenues of Cities appropriated therefore. County agrees that no payment or obligation under this Agreement will be a general obligation of Cities and no payment herein shall constitute a pledge of either the full faith and credit of Cities or the taxing power of Cities. b) If Cities’ governing body fails to appropriate sufficient funds in any fiscal year for annual payments under this Agreement, then a “Non-Appropriation Event” shall be deemed to have occurred. If a Non-Appropriation Event occurs, then the Non-Appropriating City shall give County immediate notice of such Non-Appropriation Event and provide written evidence of such failure by the City’s Governing Body; and this Agreement shall terminate as to the City giving notice of a Non-Appropriation Event without penalty or costs to that City, provided that the City shall pay all payments and other amounts payable under this Agreement for which funds have been appropriated by the City’s governing body. 10. 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. 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 Item 9.i. - Page 9   Page 7 of 13  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. 11. 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. 12. 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 13. 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. 14. 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. 15. 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. Item 9.i. - Page 10   Page 8 of 13  16. 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. 17. 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. 18. 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: 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 Item 9.i. - Page 11   Page 9 of 13  _____________________ ____________________________ City Clerk By: Dated: _______________ CITY OF PISMO BEACH _____________________ ____________________________ City Clerk By: Dated: _______________ CITY OF SAN LUIS OBISPO _____________________ ____________________________ City Clerk By: Item 9.i. - Page 12   Page 10 of 13  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.i. - Page 13   Page 11 of 13  EXHIBIT B 865 Oklahoma Ave Item 9.i. - Page 14   Page 12 of 13  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.i. - Page 15   Page 13 of 13  EXHIBIT D   Item 9.i. - Page 16 Page 1 of 13  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 2 Item 9.i. - Page 17   Page 2 of 13  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.i. - Page 18   Page 3 of 13  $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.i. - Page 19   Page 4 of 13  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. %݄݈ܵ݁ݐ݁ݎ ܷݏ݁ ൌ ሺ ܲܽݎݐݕ#݄݈ܵ݁ݐ݁ݎ ܵ݁ݎݒ݅ܿ݁ݏ ௒௘௔௥ଵ ൅ ܲܽݎݐݕ #݄݈ܵ݁ݐ݁ݎ ܵ݁ݎݒ݅ܿ݁ݏ௒௘௔௥ ଶ ൅ ܲܽݎݐݕ #݄݈ܵ݁ݐ݁ݎ ܵ݁ݎݒ݅ܿ݁ݏ௒௘௔௥ ଷሻ ሺܶ݋ݐ݈ܽ#݄݈ܵ݁ݐ݁ݎ ܵ݁ݎݒ݅ܿ݁ݏ௒௘௔௥ ଵ ൅ ܶ݋ݐ݈ܽ #݄݈ܵ݁ݐ݁ݎ ܵ݁ݎݒ݅ܿ݁ݏ௒௘௔௥ ଶ ൅ ܶ݋ݐ݈ܽ #݄݈ܵ݁ݐ݁ݎ ܵ݁ݎݒ݅ܿ݁ݏ௒௘௔௥ ଷ ሻ 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.i. - Page 20   Page 5 of 13  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. Termination for Government Non-appropriation a) For each annual payment any City may owe related to repayment of the Total Project Costs as defined herein, whether a proportionate annual payment or lump sum payment pursuant to, but not limited to, provisions 4, 5, 6 and 8 of this Agreement, Cities represent and Item 9.i. - Page 21   Page 6 of 13  warrant: that they have appropriated and budgeted the necessary funds to make all necessary payments required pursuant to this Agreement for the remainder of the fiscal year in which this Agreement commences, if any; and that it currently intends to make further payments for the full term of this Agreement as scheduled in the above enumerated provisions if funds are appropriated for such payments in each succeeding fiscal year by its governing body. Without contractually committing itself to do so, Cities reasonably believe that moneys in an amount sufficient to make all payments can and will lawfully be appropriated therefor. Cities will direct the persons in charge of their budget requests to include the subject payments required under this Agreement payable during each fiscal year in the budget request presented to Cities’ governing body for such fiscal year; provided, that Cities’ governing body retains authority within their sole discretion to approve or reject any such budget request. All payments shall be payable out of legally available revenues of Cities appropriated therefore. County agrees that no payment or obligation under this Agreement will be a general obligation of Cities and no payment herein shall constitute a pledge of either the full faith and credit of Cities or the taxing power of Cities. a)b) If Cities’ governing body fails to appropriate sufficient funds in any fiscal year for annual payments under this Agreement, then a “Non-Appropriation Event” shall be deemed to have occurred. If a Non-Appropriation Event occurs, then the Non-Appropriating City shall give County immediate notice of such Non-Appropriation Event and provide written evidence of such failure by the City’s Governing Body; and this Agreement shall terminate as to the City giving notice of a Non-Appropriation Event without penalty or costs to that City, provided that the City shall pay all payments and other amounts payable under this Agreement for which funds have been appropriated by the City’s governing body. 9.10. 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. 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 Item 9.i. - Page 22   Page 7 of 13  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. 10.11. 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. 11.12. 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 12.13. 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. 13.14. 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. 14.15. 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. Item 9.i. - Page 23   Page 8 of 13  15.16. 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. 16.17. 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. 17.18. 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: 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 Item 9.i. - Page 24   Page 9 of 13  _____________________ ____________________________ City Clerk By: Dated: _______________ CITY OF PISMO BEACH _____________________ ____________________________ City Clerk By: Dated: _______________ CITY OF SAN LUIS OBISPO _____________________ ____________________________ City Clerk By: Item 9.i. - Page 25   Page 10 of 13  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.i. - Page 26   Page 11 of 13  EXHIBIT B 865 Oklahoma Ave Item 9.i. - Page 27   Page 12 of 13  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.i. - Page 28   Page 13 of 13  EXHIBIT D   Item 9.i. - Page 29 THIS PAGE INTENTIONALLY LEFT BLANK Item 9.i. - Page 30