HomeMy WebLinkAbout07 NEW COUNTY ANIMAL CARE SHELTER Agenda Item 7
AGENDA REPORT
MEETING DATE: APRIL 19, 2016
TO: HONORABLE MAYOR AND MEMBERS OFT E CITY COUNCIL
FROM: JEFFREY C. PARKER, CITY MANAGER-
SUBJECT:
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SUBJECT: AGREEMENTS FOR NEW COUNTY ANI AL CARE SHELTER
SUMMARY:
Request for authorization to execute a multi-party Participation Agreement with the
County of Orange and other Orange County cities for construction of the new animal
care shelter at Tustin Legacy, and to execute an Agreement for Provision of OC Animal
Care Services with the County of Orange for on-going services at the new shelter.
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute the multi-party Participation Agreement
with the County of Orange and the Cities of Anaheim, Brea, Cypress, Fountain
Valley, Fullerton, Garden Grove, Huntington Beach, Lake Forest, Orange,
Placentia, San Juan Capistrano, Santa Ana, Stanton, Tustin, Villa Park and
Yorba Linda for construction of the new animal care shelter at Tustin Legacy;
and,
2. Authorize the City Manager to execute the Agreement for Provision of OC Animal
Care Services with the County of Orange for on-going services at the new
shelter; and,
3. Approve a supplemental appropriation of $850,000 from the General Fund
Reserve.
FISCAL IMPACT:
The City's one-time, fair-share contribution of constructing the new $35 million animal
care shelter is currently projected to be $791,152 based upon all 16 cities participating.
The payment options include either a one-time payment up front, or 40 payments made
City Manager
April 19, 2016
Page 2
over 10 years. Staff recommends a one-time payment due to costs savings by not
paying loan interest and avoidance of long-term staff tracking. The appropriation of
$850,000 includes a 10 percent contingency to address minor fluctuations in the total
number of participating cities. The costs for on-going services are evaluated with the
approval of the annual budget.
CORRELATION TO STRATEGIC PLAN:
The development of property at Tustin Legacy will contribute to "Goal A: Economic and
Neighborhood Development" by continuing to facilitate development of critical phases of
Tustin Legacy, and working collaboratively with agencies within and outside of Tustin
contributes to "Goal D: Strong Community and Regional Relationships".
BACKGROUND AND DISCUSSION:
The County of Orange is now positioned to commence with construction of a new
animal care shelter at Tustin Legacy to replace the aging facility in the City of Orange.
Realization of an animal care shelter started following the announcement that the
Marine Corps Airs Station (MCAS) Tustin would close in the early 1990s. Here is a brief
timeline:
• 1992: City of Tustin designated as Local Redevelopment Authority ("LRA") for
development and implementation of a reuse plan for MCAS Tustin.
• 1995: County submits Notice of Interest for Orange County Regional Law
Enforcement Training Center (the "LTEC").
• 1996: MCAS Tustin Reuse Plan adopted, included 10 acres for future LTEC on
the west side of Armstrong Avenue, and permitted an animal care shelter on the
future 84.5 -acre County Regional Park on the east side of Armstrong Avenue.
• 2002: The U.S. Department of the Navy (the "Navy") conveys approximately
1,100 acres at MCAS Tustin to City (the "Economic Development Conveyance"
or "EDC'). Portions of the EDC property are leased until such time
environmental remediation matters are properly addressed (aka the "Lease in
Furtherance of Conveyance" or "LIFOC"). NOTE: In 2016 the Navy continues to
own approximately 244 acres at the former MCAS Tustin, of which approximately
136 acres are part of the EDC properties.
• 2003: City approves and adopts MCAS Tustin Specific Plan/Reuse plan
City Manager
April 19, 2016
Page 3
• 2004: City and the South Orange County Community College District (the
"SOCCCD") enter into an agreement for conveyance of a portion of the EDC
property for development of the Advance Technology Educational Campus (the
"ATEP"). The ATEP campus is immediately adjacent to, and surrounds, the 10 -
acre LTEC property. Approximately half of the ATEP campus property is
conveyed while the balance is subleased from the Navy (via the City), including
the 10 -acre LTEC property, due to on-going environmental remediation.
• 2011: As part of a larger Specific Plan Amendment and at the request of the
County the animal care shelter becomes a permitted use on the 10 -acre LTEC
property. City also executes an Amendment to the EDC with the Navy to
facilitate a contemplated tri -party land exchange between the City, County, and
SOCCCD. Among other things, the exchange would better reconfigure parcels
for development purposes and would move the County's LTEC/Animal Shelter to
a new 10 -acres under the control of SOCCCD as shown on the attached before
and after exhibit.
• 2012: The County and SOCCCD execute an exchange agreement, and then the
City and County execute an agreement to implement an exchange.
• 2013: The City and SOCCCD execute the final of three agreements required to
complete a three-way exchange. All exchanges are contingent upon the Navy
conveyance of the remaining property, which is believed to be forthcoming soon.
Delays with the Navy's remediation program causes additional hurdles and
extends the conveyance period for at least a few years. The City commences
with leading efforts with SOCCCD and the County to work with the Navy for
expediting conveyance resulting in numerous discussions over the next few
years with all parties with no tangible outcome.
• 2014-2015: The Orange County Grand Jury Report "The Orange County
Animal Shelter: The Facility, The Function, The Future" is released and shining a
negative light on the County citing a variety of issues causing the delay of the
new facility. The County becomes highly motivated to bring the new shelter to
fruition.
• 2016: County and SOCCCD execute a Notice of Intent outlining a new approach
essentially implementing all components of the exchange earlier than anticipated.
The County will gain control of the 10 acres (two separate but contiguous) by
lease until such time as the Navy conveys the property, now anticipated to occur
in 2018.
City Manager
April 19, 2016
Page 4
The County is now preparing to construct the new animal care shelter, at a not -to -
exceed amount of $35 million, on the 10 acres at the Tustin Legacy. The cities that
currently contract with the County for animal control are Anaheim, Brea, Cypress,
Fountain Valley, Fullerton, Garden Grove, Huntington Beach, Laguna Hills, Lake Forest,
Orange, Placentia, Rancho Santa Margarita, San Juan Capistrano, Santa Ana, Stanton,
Tustin, Villa Park and Yorba Linda. All 18 cities were asked to participate in
construction of the new shelter by entering into a Participation Agreement with the
County, and to also execute a new services agreement. To -date Laguna Hills and
Rancho Santa Margarita plan to pursue other options instead of contracting with the
County in the new shelter. The two agreements are attached with the key points of
each agreement as follows:
Participation Agreement (New Shelter)
1. Maximum shelter cost is based on a $35M shelter with the County contributing
the first $5M toward costs incurred after April 1, 2016. The remaining $30M is
divided proportionally among cities based on the previous 5 years of shelter
usage. Tustin's fair share is $791,152 but may fluctuate slightly depending on
whether all cities participate. Since Laguna Hills and Rancho Santa Margarita
are in the table but have recently indicated they will opt -out, it is anticipate the
remaining cities' fair shares will increase albeit anticipated to be at a nominal
amount. See attached draft exhibit D of the Participation Agreement.
2. If at any time the County elects to discontinue providing animal sheltering
services, the cities have an option to take over the operation of the shelter from
the County under a ground lease arrangement. This option is in play for 50 years.
3. Establishes a Design Advisory Board consisting of three (3) city representatives.
Two of the representatives must be from cities individually constituting more than
8% of the total usage of the existing shelter (Anaheim, Santa Ana, Garden Grove
or Orange).
4. Payments may be made in advance, or at the election of each individual city,
over a ten year period. For those cities electing the 10 year payment period,
payments will be due quarterly beginning in October 2016 and will include an
additional funding cost (0.77%) See attached draft exhibit E.
5. After year 5, each city's respective percentage share of the maximum
construction costs shall be recalculated based on the same formula as set forth
in draft exhibit D but using then current statistical data. If any city's respective
percentage share is altered by the recalculation by more than 5%, then each
city's total share of the maximum construction costs shall be recalculated so that
the originally calculated percentage shall be applied to one half of the maximum
City Manager
April 19, 2016
Page 5
construction costs and the recalculated percentage shall be applied to the
second half of the maximum construction costs.
6. No city will be added to OC Animal Care program for a period of three years to
allow for appropriate sizing and establishment of operational protocols for the
new shelter. New cities will be required to pay a pro rata portion of the maximum
construction costs based on the formula in draft Exhibit D. New monies will first
be applied toward any necessary shelter expansion and the remainder will be
deposited into a shelter maintenance and repair fund to off -set future costs to all
contract cities.
7. Any excess funds (maximum construction costs less actual construction costs)
shall be credited to cities against future charges under each city's Services
Agreement.
8. Participating cities are making a ten (10) year operational commitment.
9. Maximum construction costs may increase under the following conditions:
The recalculation under number 5 above. There will be winners and
losers, if applied.
II. One or more cities fail to execute the Participation Agreement. The
maximum shelter cost of $35M is based on all existing contract cities
signing the Participation Agreement. If any cities do not sign the
Participation Agreement, then the maximum cost to the remaining
cities may increase. While there is built-in scalability in the County's
design -build contract, there are also some fixed costs that cannot be
adjusted.
III. When a city fails to make payment under the 10 year payment plan. If
a city defaults on its payments, the County will pursue all legal
remedies and the remaining cities may also pursue legal remedies.
Should the nonpaying city pay any amount owing, the increased cost
to other cities will be reimbursed.
Agreement for Provision of Animal Care Services
1. Ten year term. County will still issue an annual Notice of Intent.
2. May be terminated by County immediately upon default by a city under the
Services Agreement or the Participation Agreement.
City Manager
April 19, 2016
Page 6
3. County will no longer be able to terminate without cause.
4. City and County may agree to individualized services if the resulting service level
will not conflict with state or federal statutes and not endanger the public health.
5. Cities may adopt fee amounts that differ from the County's fee schedule.
6. The FOAB is changed to the City Managers Association Animal Care Committee
(CMAAC) and will be constituted at the discretion of the cities. The County no
longer has the right to change the constitution of the committee. G. No less than
once every three years, the County will engage an external auditor to review city
billings.
7. The Services Agreement must be executed simultaneously with the Participation
Agreement.
City staff continues to work diligently with the County, South Orange County Community
College District, and the Department of Navy to implement the pending conveyances
and land exchanges. Staff will be available to answer questions the City Council may
have.
Attachments:
1. Before & After City SOCCCD County Map
2. New Shelter Participation Agreement
3. Agreement For Provision Of OC Animal Care Services
ATTACHMENT 1
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ATTACHMENT 2
PARTICIPATION AGREEMENT
This PARTICIPATION AGREEMENT, dated for reference as of
2015 (the "AGREEMENT"), is by and among the COUNTY OF ORANGE (the
"COUNTY"), and the cities of [Participating cities subject to change] ANAHEIM,
BREA, CYPRESS, FOUNTAIN VALLEY, FULLERTON, GARDEN GROVE,
HUNTINGTON BEACH, LAGUNA HILLS, LAKE FOREST, ORANGE,
PLACENTIA, RANCHO SANTA MARGARITA, SANN CAPISTRANO,
STANTON, TUSTIN, VILLA PARK, and YORBA LI A each, a "CITY," and
collectively, the "CITIES" and, together with the County, the "PARTIES").
RECIT
A. WHEREAS, COUNTY and each CITY are or concurrent with xecution of this
AGREEMENT, will become, parties to an Agreement for Provision of OC Animal
Care Services (the "SERVICES AGREEMENTS"), pursuant to whic UNTY
provides animal care services ("SERVICES") in the jurisdictional boun aries of the
signatory cities, and;
B. WHEREAS, COUNTY provideNthe o tNCITas well as to the
unincorporatedreas of the tUNTY, through OC Animal Care ("OCAC"), and;
C. WHEREAS, COUNTY owns, and through OCAC operates, an animal care shelter
facility at 561 The City Drive South, Orange, California (the "EXISTING
S V
ELTER"), and;
D. WHEREAS, the PARTIES agree that, owing to the age and condition of the EXISTING
SHELTER, it is now desirable to construct a new facility (the "NEW SHELTER") in
which to provide enhanced shelter and care services which will benefit the citizens of
each of the PARTIES, and;
E. WHEREAS, the PAR S acknowledge that the construction of the NEW SHELTER will
impact the operational costs of providing SERVICES pursuant to the SERVICES
AGREEMENTS, which costs are shared among the parties in proportion to their usage of
the SERVICES; and
F. WHEREAS, each PARTY agrees that the construction of the NEW SHELTER is a
benefit to, and necessary to meet the social needs of, each PARTIES' respective
citizens, and, therefore, the PARTIES desire to enter into this AGREEMENT to set
forth terms governing the construction of the NEW SHELTER and the allocation
among the PARTIES, and the method of payment of, the increased costs of
SERVICES resulting from the construction of the NEW SHELTER.
NOW, THEREFORE, in consideration of the foregoing recitals of fact, the mutual
covenants and conditions contained herein and other consideration, the value and
adequacy of which are hereby acknowledged, the PARTIES agree as follows:
1. Design & Construct
1.1. COUNTY Responsibilities: COUNTY shall be responsible for the design;
preparation of all studies, analyses and documents necessary to deliver the NEW
SHELTER, including any CEQA environmental documentation; obtaining all
permits; administration; and construction of the NEW SHELTER.
1.2. Site: Construction of the NEW SHELTER is sited for the 1Naea of land
on the Old Tustin Air Force Base located at the 1500 block trong
Avenue in Tustin, CA and identified on Exhibit A, attached hereto (the "SITE").
1.3. Design Concept: COUNT :d!veloped the im esign concept of the
NEW SHELTER, attached h to as Exhibit B e design of the NEW
SHELTER is scalable based on usage needs. C TY shall use best efforts to
scale the final design of e NEW SHELTER to a size reasonably appropriate
for the total requirement se CITI S that elect to be parties to this
AGREEMENT.
Project Development: COUNTY has or shall retain the services of a licensed
design -build contractor ("C NTRACTOR") to perform further design and all
engineering, planning, preparation of plans and specifications, and complete
construction of the NEW SHELTER, including construction management and
post -construction activities, pursuant to a written agreement between COUNTY
and CONTRACTOR, as the same may be amended from time to time (the
"CONSTRUCTION CONTRACT").
1.5. Design Advisory Board: COUNTY shall establish a Design Advisory Board
(the "DESIGN ADVISORY BOARD") to provide input to COUNTY regarding
the design of the NEW SHELTER. COUNTY shall, in good faith, reasonably
consider the input of the DESIGN ADVISORY BOARD in making
COUNTY'S determinations regarding the design of the NEW SHELTER.
PA
Nevertheless, COUNTY is not bound to follow the recommendations of the
DESIGN ADVISORY BOARD and the ultimate determination as to the
design of the NEW SHELTER rests entirely with COUNTY. The DESIGN
ADVISORY BOARD shall consist of at least three staff members from the City
Managers Association Animal Care Committee referenced in Paragraph IV of
Exhibit A of the SERVICES AGREEMENT. At least two (2) of the staff
members shall be chosen collectively by those CITIES whose shelter usage each
individually constituted more than eight percent (8%) of total usage of the
EXISTING SHELTER for fiscal year 2014/2015. The third staff member shall
be chosen by mutual agreement of the remaining CITIES.
1.6. Use of NEW SHELTER. The completed NEW SH LTER shall be owned by
COUNTY and shall be used by COUNTY for the p on of SERVICES for
contracting cities and COUNTY unincorporated areas, ded, pursuant to
the terms of current and future SERV CES AGREEMEN In the event
COUNTY elects to discontinue usa the NEW SHELTER for animal
sheltering purposes prior to December 1, 2066, COUNTY shall offer to those
CITIES then currently contracting with COUNTY to receive SERVICES
pursuant to a SERVICES AGREEMENTS the opportunity to lease the NEW
SHELTER strictly for animal sheltering purposes until such date, at a costs of
$1.00 per year plus all rental costs, if any, owed to SOCCCD pursuant to the
Ground Lease to be entered into between COUNTY and SOCCCD pursuant
to the LETTER OF INTENT defined below (the "GROUND LEASE").
Each and every CITY exercising this option shall be responsible for all
operational costs; utility costs; maintenance, alteration, repair and
improvement costs; and any other costs of sustaining and operating an
animal shelter at the SITE and shall indemnify COUNTY for any costs or
liabilities resulting from or relating to the SITE. Upon exercise of the
option, the COUNTY and the optioning CITIES shall use best efforts to
negotiate mutually agreeable terms for the resulting lease. If the PARTIES
cannot agr utually agreeable terms within one hundred and eighty (180)
days after the exercise of the option, the option will terminate. The option
provided for in this subsection is exclusive to those CITIES described above and
may only be exercised collectively by those CITIES that elect to exercise the
option or, if only one CITY wishes to do so, by that single electing CITY. The
option must be exercised, if at all, within one hundred and eighty (180) days
after COUNTY notifies CITIES of its decision to discontinue use of the NEW
SHELTER for animal sheltering purposes. The option provided herein shall be
contingent upon the GROUND LEASE not terminating by its terms prior to
2
1.7
COUNTY obtaining fee hold possession of the SITE. In the event COUNTY
does not yet have fee hold possession of the SITE as of April 29, 2034, the
expiration date of the GROUND LEASE, COUNTY shall, at least six months
prior to that date, consult with those CITIES then contracting with COUNTY
for SERVICES regarding proposed methods of accessing continued use of the
SITE. Upon execution of the GROUND LEASE, COUNTY and CITIES shall
consult regarding any assistance CITIES can provide to facilitate and expedite
conveyance of the SITE to COUNTY.
Contingency: All obligations created b/andgreeccipt
ement are contingent upon
the full execution of the GROUND LE of possession of the
SITE by COUNTY.
Construction Costs Allocation
2
Ak
Total Costs: Total cost of NEW SH R construction shall de: a) all
design development costs; b) all costs incurred by COUNTY pursuant to the
CONSTRUCTION CONTRACT; c) all site preparation costs; d) all costs of
fixtures; e) all costs incurred by COUNTY under the Amended and Restated
Agreement for the Exchange of Real Property to be entered into between
COUNTY and the South Orange County Community College District (the
"SOCCCD") pursuant to the Letter of Intent Regarding the Proposal to Ground
Lease SOCCD Exchange Parcel to County of Orange For Development as
Animal Care Center/Amendment of County-SOCCCD Land Exchange
Agreement, which Letter of Intent is attached hereto as Exhibit C (the
"LETTER I
INTENT"), as the same may be amended from time to time, as
well as any costs incurred pursuant to the LETTER OF INTENT itself, and f)
any and all other costs incurred by COUNTY for any construction or
construction related activity on the Site incurred in connection with the NEW
SHELTER (the "ACTUAL CONSTRUCTION COSTS"). The maximum
amount to brit
hereunder as ACTUAL CONSTRUCTION COSTS is set
forth on Ex, attached hereto (the "MAXIMUM CONSTRUCTION
COSTS"). Upon completion of the NEW SHELTER, COUNTY shall provide
CITIES with a full accounting of the application of all funds spent on ACTUAL
CONSTRUCTION COSTS.
2.2 COUNTY's Contribution: COUNTY shall contribute toward the construction
of the NEW SHELTER the land upon which the NEW SHELTER shall be
constructed and five million dollars ($5,000,000.00) to be applied toward
E
MAXIMUM CONSTRUCTION COSTS. Any COUNTY funds paid by
COUNTY toward ACTUAL CONSTRUCTION COSTS on or after the
execution of this AGREEMENT shall count toward the $5,000,000 to be
contributed by COUNTY and will be applied toward costs of construction as
necessary to cover any discrepancy between available CITY payment funds and
ACTUAL CONSTRUCTION COSTS as they become due and payable.
2.3 CITIES' Contribution: The remainder of MAXIMUM CONSTRUCTION
COSTS beyond the five million dollars ($5,000,000.00) paid by COUNTY
("CITIES' SHARE OF MAXIMUM CONSTRUCTION COSTS") will be
divided among the CITIES based on the formula set forth in Exhibit D, attached
hereto. Each CITY'S respective percentage share of CITIES' SHARE OF
MAXIMUM CONSTRUCTIO�JCOSTS, as determiSyeafter
said formula, is also
set forth on Exhibit D. On that date which is five (5) the full
execution of this AGREEMENT, each CITY'S respective percentage share of
CITIES' SHARE OF MAXIMUM CONSTRUCTION COSTS shall be
recalculated based on the same formula as set forth in Exhibit D but using then
current statistical data. If any CITY'S respective percentage share of CITIES'
SHARE OF MAXIMUM CONSTRUCTION COSTS is altered by the
recalculation by more than five percentage points, 4 each CITY'S total share
of CITIES' SHARE OF MAXIMUM CONSTRUCTION COSTS shall be
recalculated so that the originally calculated percentage shall be applied to one
half of CITIES' SHARE OF MAXIMUM CONSTRUCTION COSTS and the
recalculated percentage shall be applied to the second half of CITIES' SHARE
OF MAXIMUM CONSTRUCTION COSTS. All future payments owed by
each CITY shall be adjusted based on the results of the recalculation of each
such CITY'S total shareITIES' SHARE OF MAXIMUM
CONSTRUCTION COST . If said adjustment results in a reduction in the
amount owning by any CITY that, as of that time, has already fully paid its
share of the MAXIMUM CONSTRUCTION COSTS, such reduction shall be
credited as an offset against future charges, if any, under such CITY'S
SERVICES AGREEMENT. If said adjustment results in an increase in the
amount owning by any CITY that, as of that time, has already fully paid its
previously calculated share of the MAXIMUM CONSTRUCTION COSTS, the
amount of such increase shall be due and payable pursuant to the same payment
schedule as those CITIES that have not elected to prepay their share of
MAXIMUM CONSTRUCTION COSTS, subject to the same prepayment
option. COUNTY shall, upon request of a CITY, provide the requesting CITY
with copies of the data and documents used to calculate each CITY's percentage
5
share of CITIES' SHARE OF MAXIMUM CONSTRUCTION COSTS.
2.4 Payment Schedule: Each CITY shall pay its full share of CITIES' SHARE OF
MAXIMUM CONSTRUCTION COSTS, in addition to costs to be paid in
accordance with such CITY'S SERVICES AGREEMENT, in consideration of
each such CITY'S continuing right to use the NEW SHELTER or the
EXISTING SHELTER or any replacement of the NEW SHELTER or the
EXISTING SHELTER (together, or any one of them, "SHELTERS") pursuant
to the terms of its SERVICES AGREEMENT. h CITY'S annual obligation
to make the payments required hereunder is contingent on the COUNTY
making available to such CITY, for the respective year, the use of SHELTERS
pursuant to the terms of such CITY' SERVICE\Paymhedule,
At the
election of each individual CITY, payment of thereunder may
be made in advance of use or may be made over thrm of the
SERVICES AGREEMENTS in accordance with th
attached hereto as Exhibit E (the "PAYMENT SCHCITIES
electing not to pay in advance of the scheduled payment, the annual amount
each such CITY shall owe hereunder shall be increased by the formula shown
on the PAYMENT SCHEDULE as the "ADDITIONAL FUNDING COST."
The higher payment amount to be paid by CITIES not electing to pay in advance
represents the cost to the COUNTY of the lost tae overtime of the money paid
by COUNTY toward ACTUAL CONSTRUCTCOSTS beyond the
$5,000,000 provided for above. The amounts indicated on the PAYMENT
SCHEDULE further include costs to be incurred by the relevant CITY for each
thirty (30) day period that any payment is overdue. Each CITY
acknowledges that th construction and availability of SHELTERS for
se by each CITY ov e term of such CITY'S SERVICES
EMENT is a subs antial benefit to such CITY. In the event any
CITY refuses to receive SERVICES from COUNTY in violation of the
terms of such CITY'S SERVICES AGREEMENT despite being offered
such SERVICES by COUNTY, or in the case of a default or failure to
pay its cost share in accordance with this AGREEMENT, each CITY
remains obligated to pay to COUNTY its outstanding payments
hereunder as they become due and payable and COUNTY may take any
legal action as appropriate to obtain such payment. Further, the
PARTIES acknowledge that the payments owing hereunder do not
reduce or offset amounts owing pursuant to the SERVICES
AGREEMENTS.
Con
3. Participation of New Cities After Commencement of Construction. After full execution
of this AGREEMENT, no city will be added to the OCAC SERVICES program for a
period of three (3) years from the date first set forth above, to allow for appropriate
sizing and establishment of operational protocols for the NEW SHELTER. If a new
city elects to participate in the OCAC SERVICES program after the three (3) year
period indicated above, and COUNTY elects to provide SERVICES to such city, such
city will be required to pay a pro rata portion of the MAXIMUM CONSTRUCTION
COSTS based on the formula set forth in Exhibit D. Any new participating cities'
contributions pursuant to this section will be applied first t and any necessary
expansion of the NEW SHELTER and the remainder will be deposited into a shelter
maintenance and repair fund (the "SHELTER MAINTENANCE FUND"). COUNTY
shall establish a separate project fund account for all funds allocable to the SHELTER
MAINTENANCE FUND and shall not commingle any other funds in said account. It is
the intention of the PARTIES that any funds contained in the SHELTER
MAINTENANCE FUND be exhausted prior to any additional contributions by the
PARTIES toward post-constru ' n shelter upgrades or capital improvements. Prior to
contracting to provide SERVI to a new city, COUNTY shall consult with those
CITIES then currently contractin with COUNTY to receive SERVICES pursuant to a
SERVICES AGREEMENT. COUNTY sha in good faith consider the input of those
cities in making COUNTY'S determination as to whether to provide SERVICES to the
proposed new city. Nevertheless, CO TY is not bound to follow the
recommendations of those cities and the ultimate determination as to whether to
provide SERVICES to the proposed city rests entirely with COUNTY.
vftbhl
4. NNgW SHELTER Account, Deposit of F Ida4pon the execution of this AGREEMENT,
COUNTY shall establish a separate capital project fund account for all funds of the
PARTIES which are to be applied towad ACTUAL CONSTRUCTION COSTS for the
NEW SHELTER (the "NEW SHELTER ACCOUNT") and shall not commingle any other
funds in said account. Funds payable by any CITY as an additional cost imposed due to
late payment, or that are allocable to COUNTY to reimburse COUNTY for any COUNTY
funds spent on ACTUAL CONSTRUCTION COSTS beyond the $5,000,000
provided for above, or that are to reimburse COUNTY for the lost value over time of the
money paid by COUNTY toward ACTUAL CONSTRUCTION COSTS beyond the
$5,000,000 provided for above, shall not be paid into the NEW SHELTER ACCOUNT but
shall be paid directly to COUNTY for COUNTY'S sole use.
5. Allocation of Excess Funds. Upon final completion of the NEW SHELTER, issuance of a
certificate of occupancy, payment of all ACTUAL CONSTRUCTION COSTS, and
payment of all amounts due pursuant to this AGREEMENT, any unused funds remaining in
7
the NEW SHELTER ACCOUNT, but not exceeding an amount equal to the difference
between total ACTUAL CONSTRUCTION COSTS incurred and MAXIMUM
CONSTRUCTION COSTS, shall be credited to those CITIES then obtaining SERVICES
from COUNTY against future charges under each such CITY'S SERVICES
AGREEMENT based on the same percentages that each such CITY paid of the CITIES'
SHARE OF MAXIMUM CONSTRUCTION COSTS. Any funds not distributed in
accordance with the previous sentence shall be deposited into the SHELTER
MAINTENANCE FUND.
6. Operational Commitment. Concurrent with the execution of this AGREEMENT, each
CITY shall enter into a new, amended SERVICES AGREEMENT with COUNTY in
the form attached hereto as Exhibit F (the "AMENDED SERVICES AGREEMENT").
The operational cost for SERVICES owl pursuant to the AME DED SERVICES
AGREEMENTS, calculated with respe to each CITY and unin orated COUNTY
area, shall include, together with all other annual costs operation CAC, all rental
costs, if any, under the Ground Lease to be entered into between CO and
SOCCCD pursuant to the LETTER OF INTENT. All PARTIES acknowledge that the
division of all operational costs among the PARTIES allows for costs efficiencies and
operational savings to each PARTY and that each PARTY has entered into this
AGREEMENT and its AMENDED SERVICES AGREEMENT in reliance on such
shared costs and resulting savings. EaN CITY, to pro*
ro assurance of such continued
cost efficiencies to each remaining PARTY, hereby expresses its commitment to
procure SERVICES from COUNTY for a period of 10 years and acknowledges the
financial burden that any breach of this commitment would have on all other
PARTIES. To that end the AMENDED SERVICES AGREEMENTS shall each
provide for a 10 year term of service.
7. Defaults and Remedies.
Ak
7.1. Defaults. The faure by any PARTY to perform any of its obligations set forth in
this AGREEMENT shall constitute a default of this AGREEMENT. Except as
required to protect against further damages, the nondefaulting PARTY may not
institute legal proceedings against the PARTY in default until the nondefaulting
PARTY has provided the defaulting PARTY notice of the default and the
following applicable cure period has expired: (i) the cure period for any monetary
default shall be fifteen (15) calendar days after the defaulting PARTY'S receipt of
written notice from the nondefaulting PARTY that such obligation was not
performed; and (ii) the cure period for any other default shall be thirty (30) days
N.
after the defaulting PARTY'S receipt of written notice from the nondefaulting
PARTY that such obligation was not performed.
7.2. Remedies Upon Default. Upon the occurrence of any default and after the
defaulting PARTY has received written notice of default and the time period to
cure the default has expired, the nondefaulting PARTY may at its option pursue
damages or specific performance or other legal and equitable remedies the injured
PARTY may have against the defaulting PARTY in accordance with applicable
law. Should any CITY fail to pay any payment du by that CITY hereunder,
COUNTY may take any action as is appropriate to obtain such payment. Nothing
herein shall be construed as COUNTY'S exclusive remedy for the remediation of
default by a CITY or CITIES, and COUNTY rese the right to pursue any and
all available rights and remedies law or in equity.
7.3. Non -refund of Contributions. payments made by all PARTIES pursuant to
this AGREEMENT shall be used completid maintenance of the NEW
SHELTER in the manner described herein and all PARTIES ac ledge and
agree that the completion and maintenance of the NEW SHELTER, as well as the
completion of each phase of construction activity and each construction milestone
under the CONSTRUCTION CONTRACT, provides an immediate benefit to
each PARTY and that no payments made pursuant to this AGREEMENT shall be
refunded for any reason other than pursuant to the last sentence of Section 8.1.a.
8. Results of Nonpayment by any CITY.
8.1. Adjustment of Payments Upon Nonpayment:
a) All PARTIES acknowledge that the failure of any CITY to pay any
amount hereunder will result in an increase in the operational costs of sheltering
SERVICES to be divided among all other CITIES. To that end, in the event
any CITY fails to pay, for any other reason, any amount to be paid by that
CITY a er this AGREEMENT, within fifteen (15) days of when such
payment is e, the amount of such nonpayment will be apportioned
among the remaining CITIES such that the remaining CITIES' will be
responsible to pay such unpaid amount. The amounts paid by the
remaining CITIES pursuant to this section will be applied in the following
order: first to replenish any COUNTY funds spent on ACTUAL
CONSTRUCTION COSTS that would have been paid by funds owed by
the nonpaying CITY, second to pay any other amounts due to COUNTY
by the nonpaying CITY pursuant to this AGREEMENT, and the
6
remainder to pay ACTUAL CONSTRUCTION COSTS as they come due.
Should the non-paying CITY pay any portion of the amount owing, the
increased cost paid pursuant to this subsection by the remaining CITIES
will be reimbursed to the extent of the amount of such repayment. This
section shall apply to each payment obligation owed and not paid by any
CITY as it becomes due and payable and shall not result in any
acceleration of the full amount payable by the nonpaying CITY over the
term of this AGREEMENT. In the event any CITY should default in its
obligations under this AGREEMENT and no longer obtain sheltering
SERVICES from COUNTY, COUNTY shall consult with all CITIES then
obtaining SERVICES from COUNTY to discuss methods of cost
reduction that may be made available as a result f such reduction in
sheltering SERVICES usage.
b) It is the intention of al RTIES that no funds provided by any
PARTY under this AGREEMENT shall be reimbursed for any other reason than
that set forth in the last sentence of the foregoing subsection (a). If, pursuant to
judicial action or threat thereo ny funds are reimbursed under this
AGREEMENT to any CITY, other than pursuthe last sentence of the
foregoing subsection (a), t emainmg CITIE ' 1 be responsible to pay
to the COUNTY the reim ed amount.
4
C) Each CITY's proportional share of any amounts required to be paid by
CITIES pursuant to this section shall be determined based on the formula set forth
on Exhibit D. Each CITY'S resulting incremental increase in contribution
will be due within thirty (30) days of notification by the COUNTY to the
participating CITIES of the increased amount owing. The obligation of
CITIES to pay increased amounts under this Section 8 is not intended to
be an exclusive remedy. COUNTY reserves the right to take any action as
is appropriate to obtain payment from any non-paying CITY.
Additionally, eaA CITY paying increased costs pursuant to this Section 8,
shall have and retain the right to take any action at law or equity as is
appropriate to obtain reimbursement of such increased payment amounts
from the non-paying CITY.
8.2. Impact of Nonpayment upon SERVICES AGREEMENT. In the event any
CITY fails to pay, for any reason, any amount to be paid by that CITY
under this AGREEMENT, such failure shall constitute a default under the
nonpaying CITY's SERVICES AGREEMENT and COUNTY shall have
10
the right to immediately terminate such SERVICES AGREEMENT, at its
discretion.
9. Status of COUNTY as Independent Contractor. COUNTY is, and shall at all times be
deemed to be, an independent contractor. Nothing herein contained shall be construed as
creating the relationship of employer and employee, or principal and agent, between any
CITY and COUNTY or any of COUNTY's agents or employees. COUNTY shall retain all
authority for rendition of services, standards of performance, control of personnel, and
other matters incident to the performance of services by COUNTY pursuant to this
Agreement. COUNTY, its agents and employees shall not be considered to be CITY
employees. *W 140L
10. Governing Law and Venue. This AGREEMENT has been negotiated and executed in the
State of California and shall be governedand construed under the aws of the State of
California. In the event of any legal action o enforce or interpret this AGREEMENT, the
sole and exclusive venue shall be a court of competent jurisdiction, located in Orange
County, California, and the PARTIES hereto agree to and hereby submit to the jurisdiction of
such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the
PARTIES specifically agree to waive any and all rights to request that an action be
transferred for trial to r county.
J
11. Term and Termination: This AGREEMENT shall be ective from the date first set
forth above until each PARTY has made the last payment required under this
AGREEMENT, provided that the rights granted with respect to the option created
pursuant to Section 1.6 shall continue in accordance with the terms of Section 1.6.
12. Amendments/Entire Agreement: Amendments to this AGREEMENT must be in
writing and approved by the governing body of each PARTY. This AGREEMENT is
the entire agreement among the parties with respect to the construction of the NEW
SHELTER and it supersedes any prior written or oral agreements with respect to the
subject. Any and all exhibits that may be referred to in this AGREEMENT are by such
references incorporated in this AGREEMENT and made a part hereof.
13. Severability. If any provision of this AGREEMENT, or the application thereof, to any
extent, is held by a court of competent jurisdiction to be invalid, void or unenforceable,
such provision, to the extent it is valid and enforceable, and all other remaining provisions
hereof shall remain in full force and effect, to the fullest extent possible, and shall in no
way be affected, impaired or invalidated thereby to the extent such provisions are not
rendered impractical to perform taking into consideration the purposes of this
11
AGREEMENT.
14. Attorney's Fees. In any action or proceeding to enforce or interpret any provision of this
AGREEMENT, or where any provision hereof is validly asserted as a defense, each
PARTY shall bear its own attorney's fees, costs and expenses.
15. Interpretation. This AGREEMENT has been negotiated at arm's length and between
persons sophisticated and knowledgeable in the matters dealt with in this AGREEMENT.
In addition, each PARTY has been represented by experienced and knowledgeable
independent legal counsel of its own choosing or has knowingly declined to seek such
counsel despite being encouraged and given the opportunity to do so. Each PARTY further
acknowledges that is has not been influenced to any extent w tsoever in executing this
AGREEMENT by the other PARTIES hereto or by any person representing the other
PARTIES, or both. Accordingly, any rule or law (including California Civil Code Section
1654) or legal decision that would require interpretation of any ambiguities in this
AGREEMENT against the PARTY that has drafted it is not applicable and is waived. The
provisions of this AGREEMENT shall be interpreted in a reasonable manner to affect the
purpose of the PARTIES and this AGREEMENT.
16. Consent to Breach Not Waiver. Noto or provision of this AOREEMENT shall be
deemed waived and no breaccused, unless such waivew consent shall be in writing
and signed by the PARTY clai d to have waived or consented. Any consent by any
PARTY to, or waiver of, a breach by the other, whether express or implied, shall not
constitute consent to, waiver of, or excuse for any other different or subsequent breach.
alsn"W
17. Authori1y. The PARTIES to this AGREEMENT represent and warrant that this
AGREEMENT has been duly auth and executed and constitutes the legally binding
obligation of their respective orgy za ion or entity, enforceable in accordance with its
terms.
18. Hold Harmless. Eac shall hold harmless, indemnify, and defend COUNTY, its
officers, employees, and agents from and against any and all claims, suits, or actions of
every kind brought for or on account of injuries to or death of any person or damage to
any property of any kind whatsoever and to whomsoever belonging which arise out of
such CITY'S failure to fulfill any payment obligations of such CITY arising pursuant
to this AGREEMENT. COUNTY shall hold harmless, indemnify, and defend each
CITY, its officers, employees, and agents from and against any and all claims, suits, or
actions of every kind brought for or on account of injuries to or death of any person or
damage to any property of any kind whatsoever and to whomsoever belonging which
12
arise out of the performance or nonperformance of COUNTY's covenants and
obligations under this AGREEMENT and which result from the actively negligent or
wrongful acts of COUNTY or its officers, employees, or agents. This provision requiring
COUNTY to hold harmless, indemnify, and defend each CITY shall expressly not apply to
claims, losses, liabilities, or damages arising from actions or omissions, negligent or
otherwise, of any independent contractor providing services pursuant to a contract with the
COUNTY. In the event of concurrent negligence of the COUNTY, its officers, or
employees, and any CITY, its officers and employees, then the liability for any and all
claims for injuries or damages to persons and/or property or any other loss or cost which
arises out of the terms, conditions, covenants or responsibilities of this AGREEMENT shall
be apportioned in any dispute or litigation according to the California theory of
comparative negligence.
19. Appropriations. During the term of this EMENT, for each fisca ear, each CITY
shall make every effort to adopt all nece1ets and make all ne
appropriations for all payments due hereunder. he covenant contained %inSection 19
shall be deemed to be, and shall be construed to be, contingent upon the continuing offer by
COUNTY to provide SERVICES and use of SHELTERS to each individual CITY. To the
extent COUNTY offers the provision of SERVICES and use of any SHELTERS to any
CITY, the continued responsibility of such CITY to make all payments required hereunder
shall be a duty imposed by law and it shall be the duty of each and every public official of
each CITY to take such actions and do such things as are required by law in performance of
the official duty of such officials to enable the CITY to carry out and perform the covenants
contained in this Section 19. All PARTIES ac wledge that the construction,
maintenance and availability of SHELTERS for the provision of services to all
PARTIES and the division of the costs of constructing and maintaining such
SHELTERS among the PARTIES allows for costs efficiencies and significant savings
to each PARTY and that each PARTY has entered into this AGREEMENT and its
SERVICES AGREEMENT in reliance on such shared costs and resulting savings.
Each PARTY, to provide assurance of such cost efficiencies to each remaining
PARTY, hereby expresses its commitment to fulfill its stated obligations under this
AGREEMENT regardless of the term of the AGREEMENT overlapping more than one
fiscal year and acknowledges the financial burden that any breach of the terms of this
AGREEMENT will have on all other PARTIES.
20. Assignability. Except as otherwise expressly provided for herein, no PARTY shall assign
any of its obligations or rights hereunder without the consent of all other PARTIES.
21. Execution in Counterpart. This AGREEMENT may be executed in counterparts, each of
13
which, when the PARTIES hereto have signed this AGREEMENT, shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
22. Notices. 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, as follows [to be
completed prior to execution]:
To CITY:
To COUNTY: < IRV
IN WITNESS WHEREOF, the Board of Supervisors of the COUNTY OF O E has
authorized and directed the Chairman of the Board of Supervisors to execute this Agreement for
and on behalf of the COUNTY, and [Participating cities subject to change] the CITIES of
ANAHEIM, BREA, CYPRESS, FOUNTAIN VALLEY, FULLERTON, GARDEN
GROVE, HUNTINGTON BEACH, LAGUNA HILLS, LAKE FOREST, ORANGE,
PLACENTIA, RANCHO SANTA MARGARITA, SAN JUAN CAPISTRANO,
STANTON, TUSTIN, VILLA PARK, and YORBA LINDA have caused this
AGREEMENLW be subscribed by each of their duly authorized officers and attested by
their Cl1"19
DATE: COUNTY OF ORANGE
Clerk of the Bo By:
[The final agreement will contain appropriate signature blocks for participating
CITIES. Following are simply examples of possible participants.]
DATE:
City Clerk
14
CITY OF ANAHEIM
DATE:
City Clerk
DATE:
City Clerk
DATE:
City Clerk
DATE:
DATE:
m,
City Clerk
DATE:
City Clerk
DATE:
15
CITY OF BREA
By:
CITY OF FOUNTAIN VALLEY
OF FULLERTON
By:
# 11%,
CITY OF GARDEN GROVE
BY114�-
k
CI OF HUNTINGTON
BEACH
By:
CITY OF LAGUNA HILLS
By:
CITY OF LAKE FOREST
By:
CITY OF ORANGE
City Clerk
DATE:
City Clerk
DATE:
City Clerk
DATE:
DATE:
Ci
City Cl
DATE:
City Clerk
DATE:
City Clerk
16
CITY OF PLACENTIA
By:
CITY OF RANCHO SANTA
MARGARITA
By:
CI Y OF SA N
CAPISTRANO
R -a
CITY OF STANTON
CITY OF TUSTIN
CITY OF VILLA PARK
CITY OF YORBA LINDA
Exhibit A
OC Animal Care Facility — Site Parcels
REQ HILL AVENUE
_ _
PROPOSEQ
I SOCCCp ATEP LJ CITY OF iUSTIN
a enNu DS7 Ac I 1110 Ac
erty OF YU9'hN CC— M -P.M=
ppoposEn
SOGGOD
r f ATEP III
PROPOSED 11.04 Ac IIIIII Animal Care Parcels
I
w crrY of rusTlN }.
r Ao h - 6.7 acres < C" OF n
1429N
I�IIII - 3.3 acres (LIFOC) ? 292 Ac
z >Xu
7 1 i• e� .__-----—__ PCL Lv,
AREA OF PROPOSED BELL- {{ >:�
~ I LfiFBL:
AVENUE = 3.80 Ac. PROPOSED 0.1'ccF
it N10PORM PARCEL �' ' EiDrrCCD
-PAINT[ ATEP
5125 Ac PROPOSED
WCCCD ATEP $
m s ' 4.59 Ac
70.G0 AC.
I BOCCCO '
h --- T'" LLIF0C)
� �' ReNCNa aumfao - I u+•a i
ii OCMMUHrrY COLLe3E ''•'
ii I
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i CRY OF %6TN
f4XIWr�MC
ii
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BFERIFF9 RIJNINO - 'y;
CENTER
--- a ARMST NG _--T — �0_r7 AC. AHI W�NENiB •,�
---
--- 10.17 AC. \
MTH
AOlUSTyEl/T$
-67--P--
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SCALE 1" = 300'
_ K
/Li4 A
Page 1 of 1
m
70
Exhibit B
NO INTERIM SECOND FLOOR PROGRAM E S N Y D E R
1 DIRECTOR'S DFFICF LA N G S TO N
2 ASSISTANT DIRECTOR'S OFFICE
3 ADMINISTNATION MANAGER'S OfHfE N y+,�
4 Cl OFFICE
5 EXEC. ADMIN. SECRETARY TN
6 NOTUf6C TAI T
T RADIO STORAGE W
R BUDGET MANAGER'S OFFICE
9 ACCOUNTING
]O BUSINESS LICENSING SUPERVISOR'SOFFICE SCALE: 1/8"=1'-0"
lE BUSINESS LICENSING MANAGER'S OFFICE
12 BUSINESS LICENSING s b
13 OPERATONS MANAGER'S OFFICE N
14 OPEPATION5
15CALL CENTER SUPERVISORYOPFICE m
16 CALLCENTER LT.
PROGRAM
17 SERGEANTSWORK RENCEAREA
� V
18 FIELD UEUTENG NFERENCE ■cl.sioNER SERtnCE
10 FIELD
NAASIGNED ICE ®IxrAKE
20
BRIEF
UNASSiGN[D WORK AREA
21 DRAINING ROOM �wRwisrwnwu
22 l TOI PHONE ROOM �NE wucwrtaol
23 DISPATCHIB
5U ER �MEPIGl V
24 DISPATCH SUPERVISOR'S OFFIC[
25 _UEC
µNu xausrvGa SVRPORT
26 NOT USED W—REI—Ell—E
ZB AACSONOWER GENERN. Cl— I KILITI
CKER r
Z9 CAILCENTERSTOiAGE
30 GENERALSTORAGE
I
0
I
,
------------------------ --------------- -- -
PHASE I INTERIM FIRST FLOOR PLAN
Page 1 of 2
PROPOSED BELL AVENUE
r � �
G '
I i fi.
t r� L
C L .,
LEGEND
A - PUBLIC PARKING (115 STALLS) (��1
B- AMPHITHEATER (FUTURE PHASE)
C- PARK - OPEN TURF
D - GRASS RINGS I FIRE LANE ..... ...,. p ..... ..
E -WATER TREATMENT
F - SIMULATED BRIDGE • M�
G- PROMENADE
H-MONUMENTSIGN
1 - SECURE SERVICE YARD ..,r ...s
I - EXERCISE YARD
K- GET AQUAINTED AREA 1 -\
L - LIVESTOCK CORRALS
M - C
EMPLOYEE PARKING (105 STALLS)
o�m
Exhibit B
SNYDER
LANGSION
iI
R,j M�Roluo .IT
TAIT
J i m
Q
o a
a
� I U
Q + Q
� � v
W
I
I � x
a
i
b
O
SO -17
(W
1 0 40'
1
160,
Page 2 of 2
Exhibit C
280DO MARGUERrrE PARKWAY. MISSION VIEJO. CA 926923635 - 949.582.4999 - FAX 949.364.2726 - WWW-SOCCCD-EDU
SADDLEBACK COLLEGE - IRVINE VALLEY COLLEGE - ADVANCED TECHNOLOGY & EDUCATION PARK
December 15, 2015
Mr. Scott Mayer
County of Orange
333 W. Santa Ana Blvd.
Santa Ana, CA 92702-1379
Re: PROPOSAL TO GROUND LEASE SOCCCD EXCHANGE PARCEL TO
COUNTY OF ORANGE FOR DEVELOPMENT AS ANIMAL CARE CENTER
/ AMENDMENT OF COUNTY-SOCCCD LAND EXCHANGE AGREEMENT
Dear Mr. Mayer:
This letter of intent sets forth the material terms and conditions under which South Orange
County Community College District ("SOCCCD") would ground lease land in Tustin Legacy to
the County of Orange ("County") in advance of the planned land exchange as contemplated in
the Exchange Agreement (as defined below) for the purpose of constructing an animal care center.
Each of SOCCCD and County is sometimes hereinafter called a "Party" and they are sometimes
hereinafter collectively called "Parties." Capitalized terms not defined herein shall have the
meanings ascribed to them in the Exchange Agreement.
I. Background,
(a) Exchange Agreement. The Parties entered into that certain Agreement for the
Exchange of Real Property dated as of February 7, 2012 (the "Original Exchange Agreement"),
which sets forth the terms and conditions under which SOCCCD would convey to County a parcel
of real property known as the "SOCCCD Exchange Parcel" in exchange for which County would
cause the conveyance to SOCCCD of a parcel of real property known as the "County Exchange
Parcel." The Original Exchange Agreement as amended by Amendment No. 1, Amendment
No. 2, Amendment No.3 and Amendment No. 4 is referred to herein as the "Exchange
Agreement." A condition precedent to the consummation of the exchange contemplated by the
Exchange Agreement (the "Exchange") is that the Navy shall have conveyed fee title to the
County Exchange Parcel to the City of Tustin ("City") pursuant to the MCAS Tustin Reuse Plan.
The Navy will not make such conveyance until certain issues related to remediation of hazardous
substances on the County Exchange Parcel, a portion of the SOCCCD Exchange Parcel and certain
nearby parcels are resolved. Upon the satisfactory resolution of such issues, the Navy will issue a
document known as "FOST 9," which will, among other things, permit the Navy to convey the
County Exchange Parcel to the City. It appears that the issuance of FOST 9 may take several more
years. The County's existing animal care facilities are severely impacted and County desires to
develop the SOCCCD Exchange Parcel with an Animal Care Center ("Center") as soon as
practicable. The Parties desire to amend the Exchange Agreement so as to permit County to
commence construction of the Center no later than June 2016.
Page 1 of 11
Exhibit C
Mr. Scott Mayer
County of Orange
December 15, 2015, Page 2
(b) Bell Agreement. SOCCCD and City entered into that certain "Infrastructure
Construction and Payment Agreement (Bell Avenue)" dated May 22, 2013 ("Bell Agreement")
which provides for the extension of a public street known as Bell Avenue from Red Hill Avenue
to Armstrong Avenue. The portion of the Bell Avenue between Red Hill Avenue and Armstrong
Avenue is hereinafter called `Bell Avenue." The SOCCCD Exchange Parcel abuts Bell Avenue
on its south side, and parcels of land held by SOCCCD abut Bell Avenue on both its north and
south sides. Under the Bell Agreement, the City will construct Bell Avenue and SOCCCD and
City will each bear one-half of its costs of design and construction of Bell Avenue, which are
defined in the Bell Agreement as the "Shared Costs." In addition, the City will construct certain
improvements, including curb cuts, specified by SOCCCD, which are called "SOCCCD Required
Improvements" in the Be] l Agreement. SOCCCD has agreed to reimburse the City for one hundred
percent of the costs thereof, which costs are called the "SOCCCD Required Costs" in the Bell
Agreement. The SOCCCD Required Costs are not included in the Shared Costs.
2. Amendment No. 5. The Parties will negotiate and enter into an amendment to the
Exchange Agreement ("Amendment No. 5") (which may take the form of an amended and
restated Exchange Agreement), which will include the following terms and conditions:
(a) Closing. Pursuant to the Exchange Agreement, an escrow (the "Escrow") was
opened with First American Title Company ("Escrow Holder") Upon the close of transactions
contemplated by Amendment No. 5 ("Closing"), the following will simultaneously occur:
(i) Withdrawal Letter. Upon the Closing, the Escrow Holder will be
irrevocably instructed to submit the Withdrawal Letter (described under SOCCCD's Conditions
hereinbelow) to the Department of Education with a copy to each of the Navy and the City.
(ii) Ground Lease. A ground lease ("Ground Lease") between the Parties by
which SOCCCD leases to County the SOCCCD Exchange Parcel with the terms and conditions
described hereinbelow will become effective, with possession of the SOCCCD Exchange Parcel
going to the County through the Ground Lease.
(iii) Reimbursements.
(1) Reimbursement Obligations. The County will become obligated to
reimburse SOCCCD for one-half (112) of SOCCCD's one-half portion of the "Shared Costs" as
defined in the Bell Agreement, all as more fully described hereinbelow. SOCCCD will provide to
County for its review and approval prior to execution of Amendment No. 5 the same backup
information as was provided to the City concerning the costs of demolition of structures in the
right-of-way for Bell Avenue ("Standing ROW Demo Costs"), which costs are included in the
Shared Costs. In addition, SOCCCD will provide to County for its review and approval all backup
information that it receives from the City pursuant to the Bell Agreement concerning the Shared
Costs to be incurred by City.
Page 2 of 11
Exhibit C
Mr. Scott Mayer
County of Orange
December 15, 201 S, Page 3
(2) Reimbursement Payment. SOCCCD has already incurred expenses
for the Standing ROW Demo Costs, as more fully explained in Section 4(a) below; therefore, upon
Closing, County will be obligated to reimburse SOCCCD for one-half of the amount of the credit
SOCCCD has earned to offset SOCCCD's obligation to reimburse City for other Shared Costs.
Consequently, County shall pay to SOCCCD through the escrow at Closing (either by check or
wire transfer) a payment in the amount of Five Hundred Nineteen Thousand Three Hundred Six
and No/100 Dollars ($519,306.00) (the "Reimbursement Payment") representing reimbursement
for County's share of Shared Costs already incurred by SOCCCD for the Standing ROW Demo
Costs.
(b) Mutual Assistance. The Parties will be bound to cooperate and assist one another
and use commercially reasonable efforts to accomplish the following:
(i) POST 9. Persuading the Navy to issue FOST 9 as soon as practicable.
(ii) County Exchange Parcel. Persuading the Navy to add the County Exchange
Parcel to that certain Lease in furtherance of Conveyance between the Navy and the City dated
May 13, 2002 ("LIFOC") and persuading the City to add the County Exchange Parcel to that
certain Sublease between SOCCCD and City dated April 29, 2004.
(c) Close of the Exchange. The Exchange Agreement, as amended by Amendment No.
5, will remain in effect and the Parties will be obligated to effectuate the close of the exchange of
fee title to the SOCCCD Exchange Parcel and fee title to the County Exchange Parcel as
contemplated in the Exchange Agreement.
3. Ground Lease. The Ground Lease will be on the standard form adopted by
SOCCCD for ground leases at ATEP and conformed to this transaction. The form of Ground
Lease will be included as an Exhibit to Amendment No. 5 and will be subject to County's prior
approval. A portion of the SOCCCD Exchange Parcel is subject to the L1FOC and the Sublease.
That portion of SOCCCD Exchange Parcel will be sub -subleased by SOCCCD to County. The
Ground Lease, including the sub -sublease, will have the following terms:
(a) Free Rent Period. For a period of five (5) years after the Closing, a de minimus
ground rent of One and no/100 Dollar ($1.00) per year will be payable by County to SOCCCD.
(b) Rent Payments Due. Commencing on the first day of the sixth (6th) year after the
Closing, rental payments will be due and owing in monthly installments at a rental rate equal to
Two Hundred Thousand and no/] 00 Dollars ($204,000.00) per annum, increased each year on the
anniversary date of the first rental payment by five percent (5%) of the rental amount then payable.
Upon the close of the Exchange, County will become both lessor and lessee under the Ground
Lease, and the Ground Lease will terminate by operation of law.
Page 3 of 11
Exhibit C
Mr. Scott Mayer
County of Orange
December 15, 2015, Page 4
(c) Uses; Development Coordination. The permissible uses and the use restrictions
contemplated in Section 3.3.2 of the Original Exchange Agreement to be imposed on the SOCCCD
Exchange Parcel upon the close of the Exchange will also be incorporated into the Ground Lease.
In addition, the requirements of Section I 1 of the Original Exchange Agreement concerning
development coordination will be incorporated into the Ground Lease (including the right of
SOCCCD to review and comment on each set of Plans for the SOCCCD Exchange Parcel prior to
submission of the same to the County Planning Department or the City).
4. Reimbursement Obligations. The County will reimburse SOCCCD for the costs
described below within thirty (30) days after SOCCCD furnishes a demand therefor together with
substantiation thereof reasonably acceptable to County to indicate that SOCCCD has expended
funds in the amount requested to be reimbursed. The County's obligations to reimburse SOCCCD
for certain costs are as set forth below:
(a) Bell Avenue Construction Costs. County will reimburse SOCCCD for one-half
(1/2) of the actual amount of Shared Costs that SOCCCD is obligated to bear under the Bell
Agreement. 'Che amount of County's obligation to reimburse SOCCCD for one-half of the Shared
Costs and for one-half of the costs of construction of the Common Access Point as provided in
Paragraph 5(a) below shall not exceed Six Hundred Seventy -Five Thousand and no/100 Dollars
($675,000.00). SOCCCD has previously expended funds to cover the Standing ROW Demo Costs,
which are included in the Shared Costs, in the amount of Two Million Seventy -Seven Thousand
Two Hundred Twenty -Four and No/I00 Dollars ($2,077,224.00) for which SOCCCD is entitled
to a credit of One Million Thirty -Eight Thousand Six Hundred Twelve and no/100 Dollars
($1,038,612.00) against its obligation to reimburse City for one-half of the Shared Costs, all as
evidenced by that certain Memorandum of Standing ROW Demolition Costs and SOCCCD Credit
between SOCCCD and City. The Reimbursement Payment described above represents the
payment by County of one-half of the amount of the credit already earned by SOCCCD. After the
Closing, there will remain One Hundred Fifty -Five Thousand Six Hundred Ninety -Four and
Noll 00 Dollars ($155,694.00) to be paid by County to SOCCCD for Shared Costs to be incurred
by City in the design and construction of Bell Avenue until County shall have paid the maximum
described above (the "Remaining Construction Reimbursement Obligation").
(b) Bell Avenue Utilities. The County is currently studying whether to install (at its
expense) the wet and dry utilities serving the SOCCCD Exchange Parcel in Armstrong Avenue or
in Bell Avenue. SOCCCD does not intend to install any dry utilities in Bell Avenue. SOCCCD
has given City specifications for storm drain capacity and the Irvine Ranch Water District
("IRWD") specifications for potable water, reclaimed water and sanitary sewer. If County elects
to utilize any of such wet utilities serving the SOCCCD Exchange Parcel in Bell Avenue, then
County shall indicate to City or IRWD, as applicable, specifications to increase the capacity of
such utilities to the extent necessary to accommodate the needs of the SOCCCD Exchange Parcel.
In such event, the County will reimburse SOCCCD one hundred percent (100%) of the actual
additional costs incurred by SOCCCD for the increased capacity of wet utilities subject to a
Page 4 of 11
Exhibit C
Mr. Scott Mayer
County of Orange
December 15, 2015, Page S
maximum reimbursement amount of Five Hundred Thousand and no/100 Dollars ($500,000.00).
In the event that some portion of the cost of installing wet utilities within Bell Avenue serving both
the ATEP Site and the SOCCCD Exchange Parcel qualify as a Capital Improvement Project by
IRWD then such portion shall not be included in the costs to be reimbursed by County to
SOCCCD. In the event that SOCCCD obtains a refund from IRWD for any costs of installation
of wet utilities after SOCCCD has received a reimbursement payment from County for such
utilities, then SOCCCD will remit one-half (1/2) of such refund to County.
(c) Demolition. The County will agree to reimburse SOCCCD for one-half (1/2) of
the actual costs incurred by SOCCCD to demolish all above -ground, at -ground and below -ground
structures on the County Exchange Parcel in an amount not to exceed Five Hundred Thousand and
No/100 Dollars ($500,000.00).
5. Access to Bell Avenue.
(a) Common Access Point. The Parties agree that "Intersection 2" on Bell Avenue (the
intersection closest to Red Hill Avenue as shown on the map attached hereto as Exhibit A) shall
be shared by the Parties for access to the SOCCCD Exchange Parcel and to SOCCCD's parcel of
land ("Contiguous Parcel") that is contiguous to the SOCCCD Exchange Parcel. The County's
use of "Intersection 2" shall be limited to public access to the Center. The center of the access
point at Intersection 2 ("Common Access Point") for access to the SOCCCD Exchange Parcel
and the Contiguous Parcel shall be the property line ("Property Line") between them. SOCCCD
shall cause the Common Access Point to be included in the SOCCCD Required Improvements
under the Bell Agreement so that the City shall be obligated to construct the Common Access
Point. In addition, the inclusion of the Common Access Point in the SOCCCD Required
Improvements will result in the costs of constructing the Common Access Point to be included in
the SOCCCD Required Costs. Upon submission of reasonable evidence to County by SOCCCD
of its reimbursement payment to City for the costs of constructing the Common Access Point,
County shall reimburse SOCCCD for one-half of such costs, subject to the maximum described in
Section 4(a) above.
(b) Common Driveway.
(i) Construction. The Parties agree that County will construct or cause to be
constructed a driveway ("Common Driveway") starting at the Common Access Point and
continuing westerly approximately three hundred sixty feet (360'). The centerline of the Common
Driveway shall be the Property Line and its width shall be approximately thirty-nine feet (39').
SOCCCD and County will each be obligated to bear one-half (1/2) of the costs of design and
construction of the Common Driveway. The design of the Common Driveway and the budget for
constructing the same shall be agreed upon by the Parties prior to the commencement of
construction pursuant to the review contemplated by Paragraph 3(c) above. The parties
Page 5 of 11
Exhibit C
Mr. Scott Mayer
County of Orange
December 15, 2015, Page 6
acknowledge that the design of the Common Driveway shall be subject to approval by the Division
of State Architect.
(ii) Design. The parties agree to cooperate to agree upon the design of the
Common Access Point and the Common Driveway as soon as practicable so as not to delay the
City's schedule for the construction of Bell Avenue.
(iii) Site Plan. Attached hereto as Exhibit B is a Conceptual Site Plan for the
Center showing the approximate location of the Common Access Point and the Common
Driveway. County shall submit to SOCCCD a refined Site Plan for the Center for review prior to
commencement of construction pursuant to Paragraph 3(a) above.
(iv) Reciprocal Easement Agreement. The Parties shall enter into a Reciprocal
Easement Agreement ("REA") concerning the Common Driveway, which shall be recorded
against the SOCCCD Exchange Parcel and Contiguous Parcel by the escrow holder upon the
Closing. The REA shall provide for the use of the Common Driveway for ingress and egress to
both the SOCCCD Exchange Parcel and the Contiguous Parcel, for the maintenance thereof and
for the sharing of costs of such maintenance between the owners of the two parcels. The REA
shall forbid County to use the Common Driveway for any purpose other than public access to the
Center.
(v) Other County Access Points to Bell Avenue. County shall be solely
responsible for all costs of the design and construction of all access lanes, curb cuts and other
improvements required to provide access to Bell Avenue from the SOCCCD Exchange Parcel
other than the Common Access Point and the Common Driveway.
(c) Trips. SOCCCD has previously obtained from the City a determination of the
average daily trips (IIADTs") assigned to the ATEP Site. County shall be responsible for obtaining
a determination from the City of the number of ADT's that will be assigned to the SOCCCD
Exchange Parcel and County shall make its own determination whether that number is adequate
for the use and operation of the Center. To the extent required by the City, the County will cause
the level of service to be analyzed by a traffic engineer and approved by the City prior to the
issuance of any development permits or approvals by the City, which traffic analysis will assume
that SOCCCD and all other property owners in Neighborhood A (as designated in the Specific
Plan) use all of the ADTs that are assigned to such properties pursuant to the Specific Plan as in
effect as of the date that Amendment No. 5 is executed. The number of ADTs required by the
County for its use and operation of the Center on the SOCCCD Exchange Parcel shall not exceed
the number of ADTs allocated to the SOCCCD Exchange Parcel or, prior to the issuance of any
development permits, be found to substantially change the trip distribution or peak hour trips
assumptions in the Specific Plan.
Page 6 of 11
Exhibit C
Mr. Scott Mayer
County of Orange
December 15, 2015, Page 7
b. Conditions to Closing.
(a) County's Conditions. It will be a condition precedent to the County's obligation to
effectuate the Closing that:
(i) Board of Supervisors' Approval. The County Board of Supervisors shall
have approved Amendment No. 5, and any and all applicable statutes of limitation with respect to
a challenge of the adoption of Amendment No. 5 shall have expired or, if the approval of
Amendment No. 5 shall have been challenged, such challenge shall have failed to affect the
Board's approval of Amendment No. 5.
(ii) Scope and Design of Bell Avenue. County shall have been afforded by the
City an opportunity to make reasonable comments on the scope and design of Bell Avenue
(including the County Required Improvements), and County shall have reasonably approved of
such scope and design.
(iii) City -County Agreement. The City shall have executed in recordable form
and deposited in escrow with instructions to Escrow Holder to record upon the Closing the City -
County Agreement as described in Section 3.3.2 of the Original Exchange Agreement imposing
certain use restrictions in favor of the City on the SOCCCD Exchange Parcel.
(iv) Title Insurance. First American Title Insurance Company shall have
irrevocably committed to issue a title insurance policy in form reasonably acceptable to County
insuring County's leasehold interest in the SOCCCD Exchange Parcel. County may also require
a survey of the SOCCCD Exchange Parcel (at its cost) in order to obtain an extended coverage
title insurance policy.
(b) SOCCCD's Conditions. It will be a condition precedent to SOCCCD's obligation
to effectuate the Closing that:
(i) Board of Trustees' Approval. The Board of Trustees of SOCCCD shall
have approved Amendment No. 5, and any and all applicable statutes of limitation with respect to
a challenge of the adoption of Amendment No. 5 shall have expired or, if the approval of
Amendment No. 5 shall have been challenged, such challenge shall have failed to affect the
Board's approval of Amendment No. 5.
(ii) Withdrawal Letter. County shall have deposited into Escrow, fully
executed, the Withdrawal Letter in the form of Exhibit L to the Exchange Agreement, withdrawing
its application for a Public Benefit Conveyance of the County Exchange Parcel, together with
instructions to Escrow Holder to cause the delivery of the Withdrawal Letter to the Department of
Education upon the Closing.
Page 7 of 11
Exhibit C
Mr. Scott Mayer
County of Orange
December 15, 2015, Page 8
(iii) Effectiveness Notice. The City shall have deposited the Effectiveness
Notice as described in the Exchange Agreement, fully executed, into the Escrow, together with
instructions to the Escrow Holder to cause the delivery of the Effectiveness Notice as described in
Section 6.2.1 of the Original Exchange Agreement to the Government upon the Closing.
(iv) Environmental Insurance. SOCCCD shall have received assurance
reasonably acceptable to SOCCCD that it can amend its existing Environmental Pollution Legal
Liability Policy for the ATEP Site to delete the SOCCCD Exchange Parcel and add the County
Exchange Parcel.
(c) Mutual Conditions. It will be a condition precedent to the obligations of each Party
to effectuate the Closing, that:
(i) Specific Plan Amendment. (The Specific Plan Amendment contemplated
in the Exchange Agreement has been adopted by the City; however, the Specific Plan Amendment,
by its terms, becomes effective only upon the close of the Exchange Agreement.) The City shall
have acknowledged that the Closing of Amendment No. 5 is the functional equivalent of the close
of the Exchange and shall take such action as may be necessary to assure that the Specific Plan
Amendment is effective.
(ii) Development Agreement. (The Development Agreement contemplated in
the Exchange Agreement has been adopted by the City; however, the Covered Property as
described in the Development Agreement will exclude the SOCCCD Exchange Parcel and include
the Covered Property only upon the close of the Exchange.) The City shall have acknowledged
that the Closing of Amendment No. 5 is the functional equivalent of the close of the Exchange and
shall take such action as may be necessary to assure that the Covered Property includes the County
Exchange Parcel and excludes the SOCCCD Exchange Parcel.
(iii) Consents. All consents from any governmental authority necessary to
effectuate the Closing shall have been obtained.
7. No Obligation to Enter into Amendment No. 5. This letter of intent is not binding
on SOCCCD or County, and does not give rise to any rights or obligations on either Party. Neither
Party will be bound until Amendment No. 5 has been executed and delivered by both SOCCCD
and County.
Page 8 of 11
Exhibit C
Mr. Scott Mayer
County of Orange
December 15, 2015, Page 9
If the foregoing is acceptable, please sign this letter where indicated below and return it to
me.
AGREEIAND A EPTED
THIS Ui DAY 0FUUQjRbaZ015
DATED:
Very truly yours,
10dw �/'
Debra L. Fitzsimons
Vice Chancellor of Business Services
a politi
F ORANGE,
0bdivis' not tate of California
` U1 --
Scott Mayer, Chief Real Estate Officer
BOARD OF TRUSTEES: BARBARA J. JAY, TIMOTHY JEMAL, DA\ID B. LANG. MARCIA MILCHIKER, T.J. PRENDERGAST III.
TERRI W 41TT. JAMES %'. WRIGHT • GARY L. POERTNER, CHANCELLOR
AN EOUAL OPPORTUNITY EMPLOYER
Page 9 of 11
Exhibit A
Bell Avenue Interchange Maty
M0.1 AVENUE
i � APV4+LF�lEf:M10l WY ua�IPFaIi[1x PiNN
�j�ffE
.i°IC
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-
1
Exhibit C
Page 10 of 11
Exhibit B
Animal Care Center Conceptual Site Pian
PUBLIC
ENTRANCE
a �ARVISTRONGAVE.
WIFTLEEOFFICL QP_5•4 CONCEPTUAL SITE PLAN OC ANIMAL CARE
Exhibit C
Page 11 of 11
COUNTY VEHICLES &
STAFF ENTRANCE ONLY PARIQNG SUMMARY
PUBLICPARKING 115 SPACES
¢O
STAFF PARKING I85SPACES
2 +r
' NCM -.TYPICAL PARKING SPACE
DIMENSIONS (19'.9)
WIFTLEEOFFICL QP_5•4 CONCEPTUAL SITE PLAN OC ANIMAL CARE
Exhibit C
Page 11 of 11
Exhibit D
Maximum Construction Costs and Participation Formula
Maximum Construction Costs
$35,000,000 *
$5,000,000 County Contribution
$30,000,000 Contract Cities Funding Share
*Costs included are identified in Section 2.1 of the Participation Agreement.
Participation Formula
The total projected cost to the Contract Cities is based on $30.0 million as the total contract city
contribitution. The distribution among the Contract Cities is an estimate assuming participation
by all 18 cities currently contracting with the County for OC Animal Shelter services. Estimates
do not include Additional Funding Costs associated with a 10 -year Payment Schedule.
Estimated costs for each city are based on a historical five-year average of Animal Charge Days,
expressed as a percentage of the total. Animal Charge Days represents the number of days
animals receive board and care at OCAC.
Calculation of pro rata portion of Maximum Construction Costs for new cities added after initial
contract execution and three year period as set forth in Section 3. of the Participation Agreement
will be based upon comparability to similar sized cities under contract with the County based
upon a five year average annual Shelter Utilization figure using actual admissions and shelter days
for the new city with their current/previous Shelter provider. In the absence of available shelter
data for a new city, the pro rata portion will be based upon comparability to similar sized cities
under contract with the County based upon city population as identified in the most recent
California State Department of Finance publications.
heim
ypress
ountain Valley
ullerton
larden Grove
luntington Beach
aguna Hills
ake Forest
range
lacentia
ancho Santa Margarita
an Juan Capistrano
anta Ana
anion
istin
Ila Park
irba Linda
Total
Page 1 of 1
Distribution of Cities' Share
of Maximum Construction Costs
$
7,017,529
23.39%
$
367,454
1.22%
$
568,874
1.90%
$
777,973
2.59%
$
2,240,317
7.47%
$
4,142,755
13.81%
$
1,829,954
6.10%
$
222,122
0.74%
$
555,539
1.85%
$
2,467,472
8.22%
$
548,846
1.83%
$
209,618
0.70%
$
270,168
0.90%
$
6,867,112
22.89%
$
612,821
2.04%
$
791,152
2.64%
$
46,853
0.16%
$
463,442
1.54%
IF
30,000,000 1
100.00%11
Page 1 of 1
3/17/2016
EXHIBIT E
Cities Share of Max Construction Costs
30,000,000.00
Additional Funding
Cost Rate
0.77%
Number of Payments
Payments
40
$779,966.81
Quarterly Payment Schedule
# Payments Period
5 Year Average* (%)
Beginning
Balance
Payment
Cities Share of
MCC
Additional
Funding Cost
Cumulative
Cities Share of
MCC
Cumulative
Additional
Funding Cost
Ending Balance
1
10/1/2016
30,000,000.00
$779,966.81
722,216.81
57,750.00
29,277,783.19
2
1/1/2017
29,277,783.19
779,966.81
723,607.08
56,359.73
723,607.08
56,359.73
28,554,176.11
3
4/1/2017
28,554,176.11
779,966.81
725,000.02
54,966.79
1,448,607.10
111,326.52
27,829,176.09
4
7/1/2017
27,829,176.09
779,966.81
726,395.65
53,571.16
2,175,002.75
164,897.68
27,102,780.44
5
10/1/2017
27,102,780.44
779,966.81
727,793.96
52,172.85
2,902,796.71
217,070.53
26,374,986.48
6
1/1/2018
26,374,986.48
779,966.81
729,194.96
50,771.85
3,631,991.67
267,842.38
25,645,791.52
7
4/1/2018
25,645,791.52
779,966.81
730,598.66
49,368.15
4,362,590.33
317,210.53
24,915,192.86
8
7/1/2018
24,915,192.86
779,966.81
732,005.06
47,961.75
5,094,595.39
365,172.28
24,183,187.80
9
10/1/2018
24,183,187.80
779,966.81
733,414.17
46,552.64
5,828,009.56
411,724.92
23,449,773.63
10
1/1/2019
23,449,773.63
779,966.81
734,826.00
45,140.81
6,562,835.56
456,865.73
22,714,947.63
11
4/1/2019
22,714,947.63
779,966.81
736,240.54
43,726.27
7,299,076.10
500,592.00
21,978,707.09
12
7/1/2019
21,978,707.09
779,966.81
737,657.80
42,309.01
8,036,733.90
542,901.01
21,241,049.29
13
10/1/2019
21,241,049.29
779,966.81
739,077.79
40,889.02
8,775,811.69
583,790.03
20,501,971.50
14
1/1/2020
20,501,971.50
779,966.81
740,500.51
39,466.30
9,516,312.20
623,256.33
19,761,470.99
15
4/1/2020
19,761,470.99
779,966.81
741,925.98
38,040.83
10,258,238.18
661,297.16
19,019,545.01
16
7/1/2020
19,019,545.01
779,966.81
743,354.19
36,612.62
11,001,592.37
697,909.78
18,276,190.82
17
10/1/2020
18,276,190.82
779,966.81
744,785.14
35,181.67
11,746,377.51
733,091.45
17,531,405.68
18
1/1/2021
17,531,405.68
779,966.81
746,218.85
33,747.96
12,492,596.36
766,839.41
16,785,186.83
19
4/1/2021
16,785,186.83
779,966.81
747,655.33
32,311.48
13,240,251.69
799,150.89
16,037,531.50
20
7/1/2021
16,037,531.50
779,966.81
749,094.56
30,872.25
13,989,346.25
830,023.14
15,288,436.94
21
10/1/2021
15,288,436.94
779,966.81
750,536.57
29,430.24
14,739,882.82
859,453.38
14,537,900.37
22
1/1/2022
14,537,900.37
779,966.81
751,981.35
27,985.46
15,491,864.17
887,438.84
13,785,919.02
23
4/1/2022
13,785,919.02
779,966.81
753,428.92
26,537.89
16,245,293.09
913,976.73
13,032,490.10
24
7/1/2022
13,032,490.10
779,966.81
754,879.27
25,087.54
17,000,172.36
939,064.27
12,277,610.83
25
10/1/2022
12,277,610.83
779,966.81
756,332.41
23,634.40
17,756,504.77
962,698.67
11,521,278.42
26
1/1/2023
11,521,278.42
779,966.81
757,788.35
22,178.46
18,514,293.12
984,877.13
10,763,490.07
27
4/1/2023
10,763,490.07
779,966.81
759,247.09
20,719.72
19,273,540.21
1,005,596.85
10,004,242.98
28
7/1/2023
10,004,242.98
779,966.81
760,708.64
19,258.17
20,034,248.85
1,024,855.02
9,243,534.34
29
10/1/2023
9,243,534.34
779,966.81
762,173.01
17,793.80
20,796,421.86
1,042,648.82
8,481,361.33
30
1/1/2024
8,481,361.33
779,966.81
763,640.19
16,326.62
21,560,062.05
1,058,975.44
7,717,721.14
31
4/1/2024
7,717,721.14
779,966.81
765,110.20
14,856.61
22,325,172.25
1,073,832.05
6,952,610.94
32
7/1/2024
6,952,610.94
779,966.81
766,583.03
13,383.78
23,091,755.28
1,087,215.83
6,186,027.91
33
10/1/2024
6,186,027.91
779,966.81
768,058.71
11,908.10
23,859,813.99
1,099,123.93
5,417,969.20
34
1/1/2025
5,417,969.20
779,966.81
769,537.22
10,429.59
24,629,351.21
1,109,553.52
4,648,431.98
35
4/1/2025
4,648,431.98
779,966.81
771,018.58
8,948.23
25,400,369.79
1,118,501.75
3,877,413.40
36
7/1/2025
3,877,413.40
779,966.81
772,502.79
7,464.02
26,172,872.58
1,125,965.77
3,104,910.61
37
10/1/2025
3,104,910.61
779,966.81
773,989.86
5,976.95
26,946,862.44
1,131,942.72
2,330,920.75
38
1/1/2026
2,330,920.75
779,966.81
775,479.79
4,487.02
27,722,342.23
1,136,429.74
1,555,440.96
39
4/1/2026
1,555,440.96
779,966.81
776,972.59
2,994.22
28,499,314.82
1,139,423.96
778,468.37
40
7/1/2026
778,468.37
779,966.81
778,468.26
1,498.55
29,277,783.08
1,140,922.51
0.11
TOTAL
31,198,672.40
29,999,999.89
1,198,672.51
3/17/2016
ATTACHMENT 3
AGREEMENT FOR PROVISION OF
OC ANIMAL CARE SERVICES
BETWEEN
COUNTY OF ORANGE
AND
CITY OF « COMPANY»
START DATE» THROUGH « END DATE»
THIS AGREEMENT entered into this « START_DAY» day of « START MONTH»
START YEAR», which date is enumerated for purposes of reference only, is by and between the
COUNTY OF ORANGE, a political subdivision of the State of California (COUNTY) and the CITY
OF « COMPANY»«MUNI_CORP» (CITY). This Agreement shall be administered by County of
Orange OC Community Resources (ADMINISTRATOR).
WITNESSETH:
WHEREAS, CITY wishes to contract with COUNTY for the provision of the OC Animal Care
Services described herein; and
WHEREAS, COUNTY is willing and able to provide such services on the terms and conditions
hereinafter set forth:
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
H
CONTENTS
PARAGRAPH
TitlePage ...............................................
Contents.................................................
Referenced Contract Provisions ...........
I. Alteration of Terms ...............................
11. Indemnification and Insurance ..............
III. Notices ...................................................
IV. Severability ............................................
V. Status of the Parties ...............................
VI. Term ......................................................
VII. Termination ...........................................
VIII. Third Party Beneficiary ..............
IX. Waiver of Default or Breach... ...
Signature Page ...................................
L
Definitions....
11.
Services to be
III.
Payments '.....
IV.
City Manager
V.
Laws and Reg
VI.
Reports..........
VII.
Records.......:.
EXHIBIT B
Animal Care Notice of" Intent....
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«coMPANYz» 2 of 7
1 Page
REFERENCED CONTRACT PROVISIONS
Term: « START_DATE» through « END DATE»
Notices to COUNTY and CITY:
COUNTY
CITY
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County of Orange
OC Community Resources
Director's Office
1770 North Broadway
Santa Ana, CA 92706-2642
and
County of Orange
OC Community Resources
OC Animal Care Director
561 The City Drive South
Orange, CA 92868
«coMPaNYz» 3 of 7
L ALTERATION OF TERMS
This Agreement, together with Exhibit A and B, attached hereto and incorporated herein by
reference, fully expresses all understanding of COUNTY and CITY with respect to the subject matter of
this Agreement, and shall constitute the total Agreement between the parties for these purposes. No
addition to, or alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless
made in writing and formally approved and executed by both COUNTY and CITY. This Agreement
supersedes any and all previous agreements between the parties rela
IL INDEMNIFICATION AND INSU
A. CITY agrees to indemnify, defend and hold COUNTY,
officers, employees, agents and those special districts and agenci
Supervisors acts as the governing Board ("COUNTY INDEMNI
demands, including defense costs, or liability of any k
injury or property damage, arising from or related
provided by CITY pursuant to this Agreement. If jud;
court of competent jurisdiction because of the 'concur
INDEMNITEES, CITY and COUNTY agree that li
court. Neither party shall request a jury apportionmer
B. COUNTY agrees to indemnifv, defend and
employees, agents, directors,in
demands, including defense cost
personal injury or property dai
performance provided by 't
COUNTY and CITY by a a
CITY, COUNTY and CITY
of
t to
or
will
to the subject matter hereof.
elected and appointed officials,
'or which COUNTY's Board of
TEES") harmless from any claims,
including but not limited to personal
yes, products or ,other performance
ed against CITY and COUNTY by a
Wi�4ence of COUNTY or COUNTY
d as determined by the
,1d CITY, its elected and appointed officers,
and/or affiliates harmless from any claims,
kind or nature, including but not limited to,
related to the services, products or other
Agreement. If judgment is entered against
petent jurisdiction because of the concurrent active negligence of
liability will be apportioned as determined by the court. Neither
party shall request a jury apportionment.
C. Each party agrees to provide the indemnifying party with written notification of any claim
related to services provided by either party pursuant to this Agreement within thirty (30) calendar days
of notice thereof, and in the event the indemnifying party is subsequently named party to the litigation,
each party shall cooperate with the indemnifying party in its defense.
D. Without limiting CITY's indemnification, CITY warrants that it is self-insured or shall maintain
in force at all times during the term of this Agreement, the policy or policies of insurance covering its
operations, placed with reputable insurance companies. Upon request by ADMINISTRATOR, CITY
shall provide evidence of such insurance.
E. Without limiting COUNTY's indemnification, COUNTY warrants that it is self-insured or shall
maintain in force at all times during the term of this Agreement, the policy or policies of insurance
covering its operations, placed with reputable insurance companies. Upon request by CITY, COUNTY
«coMPaNYz» 4 of 7
shall provide evidence of such insurance.
III. NOTICES
A. Unless otherwise specified, all notices, claims, correspondence, reports and/or statements
authorized or required by this Agreement shall be effective:
1. When written and deposited in the United States mail, first class postage prepaid and
addressed as specified on Page 3 of this Agreement or otherwise directed by ADMINISTRATOR or
CITY;
2. When FAXed, transmission confirmed;
3. When sent by electronic mail; or
4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel
Service, or other expedited delivery service.
B. Termination Notices shall be addressed as specified on Page 3 of this Agreement or as
otherwise directed by ADMINISTRATOR or CITY and shall be effective when FAXed, transmission
confirmed, or when accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel
Service, or other expedited delivery service.
C. Each party shall notify the other party,
aware of any occurrence of a serious nature,
occurrences shall include, but not be limited 'tc
damage to any COUNTY property i
D. For purposes of this Agre
ADMINISTRATOR.
If a court of competent jurisde
to any person or circumstances to
federal, state, or county statute, ord
the application thereof shall remain
in full force and effect, and to that
sion
any
writing, within twenty-four (24) hours of becoming
which may expose either party to liability. Such
accidents, injuries, or acts of negligence, or loss or
CITY.
lice to be provided by COUNTY may be given by
TY
feclares any provision of this Agreement or application thereof
ivalid or if any provision of this Agreement contravenes any
e, or regulation, the remaining provisions of this Agreement or
1, and the remaining provisions of this Agreement shall remain
the provisions of this Agreement are severable.
V. STATUS OF THE PARTIES
Each party is, and shall at all times be deemed to be, an independent contractor and shall be wholly
responsible for the manner in which it performs the services required of it by the terms of this
Agreement. Each party is entirely responsible for compensating staff and consultants employed by that
party. This Agreement shall not be construed as creating the relationship of employer and employee, or
principal and agent, between COUNTY and CITY or any of either party's employees, agents,
consultants, or subcontractors. Each party assumes exclusively the responsibility for the acts of its
employees, agents, consultants, or subcontractors as they relate to the services to be provided during the
«coMPaNYz» 5 of 7
course and scope of their employment. Each party, its agents, employees, or subcontractors, shall not be
entitled to any rights or privileges of the other party's employees and shall not be considered in any
manner to be employees of the other party.
VI. TERM
A. The term of this Agreement shall commence as specified on Page 3 of this Agreement.
B. This Agreement shall be effective for the full ten (10) year term specified on Page 3 of this
Agreement, provided no notice of termination has been gi
Termination paragraph of this Agreement.
VII. TERMINA
A. COUNTY may terminate this Agreement immed
hereunder or under that Participation Agreement enter
COUNTY, and all other cities then contracting for Ari
purpose of allocating the increased costs of Animal Care
in accordance with the
y upon default by CITY of its obligations
into, in the year 2016, between CITY,
i Care Services with COUNTY, for the
vices resulting from the construction of a
new animal shelter.
B. Upon termination, both parties shall be obligated to perform such duties as would normally
extend beyond this term, including but not limited to, obligations with respect to confidentiality,
indemnification, audits, reporting and accounting.
C. Any obligation of; COUNTY under this Agreement is contingent upon the inclusion of
sufficient funding for the services hereunder in the applicable budgets approved by the Board of
Supervisors. In the event such funding is subsequently reduced or terminated, COUNTY may terminate
this Agreement upon thirty (30) calendar days written 'notice given to CITY. Any obligation of CITY
under this Agreement is contingent on COUNTY making available to CITY the continued use of
Animal Care Services pursuant to the terms hereof. CITY acknowledges that other local cities have or
will enter into similar agreements with the COUNTY to provide Animal Care Services for a period of
ten (10) years, that the sharing of costs among the COUNTY and all contracting cities allows for costs
efficiencies and operational savings to COUNTY and each contracting city, and that COUNTY and each
contracting city have entered into their Services Agreements in reliance on such shared costs and
resulting savings. CITY further acknowledges that the refusal of CITY to fulfill its obligations under
this Agreement would increase the financial burden of services on COUNTY and all remaining
contracting cities. CITY therefore agrees that it will fulfill its obligations hereunder and acknowledges
that COUNTY and the other cities acquiring Animal Care Services from COUNTY are relying on
CITY'S stated agreement, and the sharing of costs with CITY, in electing to acquire similar services.
VIII. THIRD PARTY BENEFICIARY
Except to the extent provided for in Section VII above with respect to other contracting cities,
«coMPaNYz» 6 of 7
neither party hereto intends that this Agreement shall create rights hereunder in third parties including,
but not limited to, any subcontractors or any clients provided services hereunder.
IX. WAIVER OF DEFAULT OR BREACH
Waiver of any default shall not be considered a waiver of any subsequent default. Waiver of any
breach of any provision of this Agreement shall not be considered a waiver of any subsequent breach.
Waiver of any default or any breach shall not be considered a modification of the terms of this
Agreement.
IN WITNESS WHEREOF, the parties have
State of California.
CITY OF « COMPANY» « MUNI_CORP»
:•
AT'I
...
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s Agreement, in the County of Orange,
COUNTY OF ORANGE
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«coMPaNYz» 7 of 7
DATED:
TITLE:
APPROVED AS TO FORM:
OFFICE OF THE COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
mm
DEPUTY
«coMPaNYz» 8 of 7
EXHIBIT A
TO AGREEMENT FOR PROVISION OF
OC ANIMAL CARE SERVICES
WITH
CITY OF « COMPANY»
START DATE» THROUGH « END DATE»
I. DEFINITIONS
A. "Actual Cost" means all COUNTY expenditures,
Animal Care Services to CITY pursuant to this Agreement.
B. "Animal Care Notice of Intent" means the docume
COUNTY and CITY, which specifies all Animal Care Servi
the estimated cost of the services, and the effective date.
C. "Animal Care Service(s)" means one ,or more servi
specified, by category, in Paragraph II.B. of Exhibit A to this
D. "Fee Revenue" means revenue collected by !C1
COUNTY to CITY pursuant to this Agreement.
E. "Fiscal Year" means a twelve (12) -month peroi
F. "Net Cost" means Actual Cost minus Fee Revei
G. "Service Details" mean the activities Derforme
category.
indirect charges, for providing
signed
e provided by
d representatives of
to provide to CITY,
to CITY, as
Care Services provided by
June.
by COUNTY within an Animal Care Service
IL SERVICES TO BE PROVIDED BY COUNTY
A. ANIMAL CARE NOTICE OF INTENT
1. Annually, by March 1, CITY shall identify which of the Animal Care Services, specified
below in subparagraph II.B. of Exhibit A to this Agreement, CITY would like COUNTY to provide
during the next Fiscal Year. CITY and COUNTY may agree to individualized levels of Service Details
within the Animal Care Services selected. Requests for individualized levels of Service Details will
only be considered by COUNTY if the resulting service level will not conflict with state or federal
statutes and will not endanger public health.
2. Annually, by April 1, COUNTY shall prepare and send to CITY an Animal Care Notice of
Intent which shall include, but not be limited to, a list of Animal Care Services, and individualized
Service Details, if any, COUNTY agrees to provide, estimated costs for said services, and the start date
for those services. COUNTY shall provide the Animal Care Services specified in the Animal Care
Notice of Intent signed by both ADMINISTRATOR or designee, and an authorized representative of
CITY.
«coMPaNYz» 1 of 6 EXHIBIT A
3. Upon mutual agreement of CITY and COUNTY, COUNTY may prepare a new or amended
Animal Care Notice of Intent at any time, may change due dates specified in subparagraph ILA.1. and
ILA.2. of Exhibit A to this Agreement, and may modify the format of the Animal Care Notice of Intent
attached to this Agreement as Exhibit B.
B. ANIMAL CARE SERVICES — COUNTY provides the following seven (7) categories of
Animal Care Services. Each category of service includes Service Details which may be added or
changed by ADMINISTRATOR upon six (6) months prior notification to CITY. COUNTY shall
provide to CITY the Animal Care Services specified on the most current, Animal Care Notice of Intent
for the Fiscal Year, signed in accordance with subparagraph ILA_2, of this Exhibit A to the Agreement.
1. ANIMAL CONTROL SERVICES — Animal Control Services include, but are not limited
to, emergency response service; patrolling; impounding of stray animals and of owner -released animals;
animal cruelty investigations; animal bite investigations; citation issuance; Meld release to owner and
impound fee collection for impounded animals; quarantine activities including home checks of animals
involved in bites; site inspections required to comply with vicious dog ordinances; emergency
transportation of injured, impounded animals to a veterinarian; impounding of deceased animals for
disposal; responses to requests for assistance from law enforcement and CITY officials regarding
suspected criminal activities or zoning violations related to animals; advice to residents regarding
wildlife management or other animal concerns; not to include wildlife eradication or relocation services;
injured wildlife pick-up; animal license issuance and renewal, fee collection and payment services;
customer support regarding animal licensing; animal license billing; and delinquent animal license
follow-up; assistance to residents regarding potentially dangerous and/or vicious animals; impound data
entry; and impound animal photography.
2. ANIMAL CARE SPECIAL SERVICES
a. Animal Lare apecial cervices inclucae, nut are not limiteca to animal license issuance
and renewal; fee collection and payment services; customer support regarding animal licensing; animal
license billing; delinquent animal license follow-up; animal field canvassing to locate and license
unlicensed animals; inspection of animal -related businesses in CITY jurisdiction in response to
complaints and in accordance with COUNTY established inspection schedules; and when applicable,
issuance of animal permits for private homes.
b. The number of hours of canvassing provided to CITY by COUNTY will be prorated
based on available canvassing hours and CITY percentage of costs of Animal Care Services received by
CITY during the previous Fiscal Year. At sole discretion of COUNTY, COUNTY may provide
canvassing services to cities that did not receive canvassing services in the previous Fiscal Year.
COUNTY may change its methodology for allocating canvassing hours upon six (6) months prior
notification to cities.
3. ANIMAL CARE SHELTER SERVICES
a. Animal Care Shelter Services include, but are not limited to, retention of impounded
«coMPaNYz» 2 of 6 EXHIBIT A
animals at COUNTY's Animal Care Shelter (Shelter), public display of animals to allow owner
identification; contact of owners when animals are wearing identification; sale or release of impounded
animals to residents; animal evaluation for adoption; reasonable effort toward animal placement; public
education; volunteer services; rescue group coordination; euthanasia and disposal of animals that are
neither redeemed nor adopted; veterinary services and spay/neuter surgeries consistent with standards
established by the California Veterinary Medical Board; and necropsies on animals that die under
suspicious circumstances or at the request of law enforcement.
b. CITY may request additional retention days
animals. Additional retention days will be offered to C
OC Community Resources Director, or designee, on a space
c. COUNTY agrees to maintain its Shelter in a
applicable laws, keep said premises in a clean cc
consistent with applicable laws.
d. No animals may be donated,
experimentation, research or vivi
4. BARKING DOG C
but are not limited to, receipt of barking
barking dog complaints, issuanceof cit.
received by COUNTY for barking dogs v
5. STANDARD LICENSIl
limited to, animal license issuance a
regarding animal licensing; animal lig
6. CITY LICENSE SERVI
a. City License Servic(
at the time of adoption or redemption
COUNTY shall provide quarterly lic
b. CITY shall make is
COUNTY.
at all times,
althy, non-aggressive impounded
written approval by COUNTY's
asis only.
manner, consistent with
humane methods of care
released for, the purposes of
ES — Barking Dog Compliant Services include,
its from residents, customer assistance regarding
minstrative hearings in response to complaints
thin jurisdiction of CITY.
�_7RVICES - Standard Licensing Services include, but are not
iewal, fee collection and payment services; customer support
billing; and delinquent animal license follow-up.
but are not limited to, issuance of CITY animal licenses
CITY shall provide CITY licensing tags to COUNTY.
sing reports to CITY.
best effort to provide updated animal licensing information to
7. ANIMAL IMPOUND SERVICES — Animal Impound Services include, but are not limited
to, data entry of impound information for each live or deceased animal from CITY, impound animal
photography for each live animal, owner notification of impounded animal, and posting of animal
photographs on COUNTY website. COUNTY shall receive CITY animals at Shelter at times arranged
by COUNTY.
C. COUNTY shall notify CITY of COUNTY's hours of operation for Animal Care Services.
COUNTY may adjust hours of operation for Animal Care Services upon ninety (90) calendar days prior
notification given to CITY.
D. Animals which are being retained for criminal prosecutions, except for violations of animal
«coMPaNYz» 3 of 6 EXHIBIT A
control regulations and/or ordinances pursuant to this Agreement, are not to be construed as held
pursuant to the services provided under this Agreement; housing will be provided at the discretion of
COUNTY and at COUNTY's usual and customary charges for such housing.
E. To facilitate the performance of services, COUNTY shall have full cooperation and assistance
from CITY, its officers, agents and employees.
III. PAYMENTS
A. BASIS FOR PAYMENT
1. CITY shall pay COUNTY the Net Cost of providing Animal Care Services specified in
Animal Care Notice of Intent for CITY signed in accordance with subparagraph ILA. CITY Net Costs
may include services/supplies procured but not yet delivered within the Fiscal Year.
2. The methodology for determining CITY's Actual Cost of Animal Care Services shall be
provided to CITY annually in accordance with the Reports paragraph of this Agreement. CITY shall
take all action necessary to ensure that Animal Care Services feeseffective with respect to CITY are
consistent with the most recent animal care services fees approved by the County of Orange Board of
Supervisors (the "COUNTY FEES") which fee amounts will be charged for Animal Care Services
within CITY's jurisdiction and shall be used in determining CITY's Actual Cost of Animal Care
Services. If CITY wishes to charge fees which are different from the COUNTY FEES, CITY shall
notify COUNTY of the applicable fee amounts to be charged for Animal Care Services within CITY's
jurisdiction (the "CITY FEES") and the applicable CITY FEES will be charged for Animal Care
Services within CITY's jurisdiction and shall be used in determining CITY's Actual Cost of Animal
Care Services.
3. COUNTY shall record and retain all Fee Revenue derived from providing Animal Care
Services to CITY_ CITY's Fee 'Revenue shall be credited to CITY's Actual Cost of Animal Care
Services. COUNTY, shall have all fee collection powers of CITY and shall receive full cooperation
from CITY to enable efficient enforcement of fee collection.
B. PAYMENT SCHEDULE
1. Each Fiscal Year, CITY shall pay COUNTY in arrears for the Net Cost of Animal Care
Services provided in accordance with the following payment schedule. Billings are due from COUNTY
to CITY within thirty (30) calendar days following the three-month Period specified below.
Period
July 1 through September 30
October 1 through December 31
January 1 through March 31
April 1 through June 30
Billing Due
Payment Due
October 30
November 25
January 30
February 25
April 30
May 25
July 30
August 25
«coMPaNYz» 4 of 6 EXHIBIT A
2. If payment is not received by COUNTY by the payment due date specified above in
subparagraph III.B. of Exhibit A to this Agreement, COUNTY may cease providing any further service
under this Agreement and may satisfy the indebtedness in any manner prescribed by law.
3. COUNTY may modify the payment schedule upon six (6) months written notification to CITY.
IV. CITY MANAGERS ASSOCIATION ANIMAL CARE COMMITTEE
A subcommittee of the Orange County City Managers Association representing all cities
participating in OCAC services exists to facilitate communication between OCAC and the city
managers and staff of participating cities regarding financial and operational matters of OCAC,
including, but not limited to: the assessment of cost options for animal care services provided under the
Services Agreements; supplemental services or f
participating city's Actual Cost; consideration of ne
may arise during the course of the Agreement. COL
the City Managers Association Animal Care Commi
V. LAWS
A. COUNTY shall comply with all app
related to Animal Care Services_ as thev exis
enforce federal and
provided by COUNTY
requirements. ADMINII,
Animal C
B. For each Animal
Notice of Intent, CITY shall ena
COUNTY ordinances which apply
ADMINISTRATOR shall notify C
unable to enforce an
be
this
al requests which result in a change to a
adjusted fees; and other Service Details which
shall provide regular updates on operations to
nd to a participating city upon request.
governmental laws, regulations, and requirements
or may; be hereafter amended or changed and shall
le to CITY by COUNTY. Animal Care Services
,ed to comply with said laws, regulations, and
A efforts to notify CITY of changes that may impact
COUNTY agrees to provide to CITY in an Animal Care
iaintain in full force and effect ordinances identical to
said service, including but not limited to, those related to fees.
' of the deadline for adopting said ordinances. If COUNTY is
ince because of the limitations of a CITY ordinance or failure of
CITY to adopt identical ordinances related to an Animal Care Service, COUNTY may suspend
provision of one or all Animal Care Services to CITY or may terminate this Agreement. It is solely the
responsibility of CITY to immediately notify COUNTY of any discrepancy between relevant ordinances
maintained by CITY and those maintained by COUNTY.
D. If CITY wishes to maintain any relevant ordinance that is not consistent, on any point, with
COUNTY ordinances, CITY shall immediately notify COUNTY of the discrepant ordinance. At the
sole discretion of COUNTY, COUNTY may waive CITY enactment and maintenance of COUNTY
animal care ordinances and may agree to enforce, and issue citations for violations pursuant to, the
discrepant CITY ordinance. CITY acknowledges that individualized enforcement of unique CITY
ordinances may result in increased costs to CITY.
«coMPaNYz» 5 of 6 EXHIBIT A
E. CITY shall notify COUNTY of its intent to add, amend, or delete any CITY animal care
ordinance at least ninety (90) calendar days in advance of its addition, amendment, or deletion.
F. CITY may request that specific ordinances adopted by CITY not be enforced in CITY by
COUNTY. Requests for exclusion must be submitted in writing and received by COUNTY ninety (90)
calendar days prior to the requested exclusion. Requests for exclusion will only be considered by
COUNTY if they are not in conflict with state statutes and do not endanger public health. COUNTY
shall notify CITY, in writing, of COUNTY's decision regarding the requested exclusion.
G. COUNTY's OC Community Resources Director, or designee, may provide assistance to CITY
in defining the manner in which enforcement of a new or amended animal care ordinance would be
provided by COUNTY. Requests for assistance must be made in writing and received by COUNTY
ninety (90) calendar days prior to the requested implementation of the service. If the cost of such
service can be delineated and accommodated by COUNTY, COUNTY will send an amended Animal
Care Notice of Intent to CITY which will include reference to the CITY ordinance.
H. CITY will reimburse COUNTY for
Paragraph of this Agreement.
as specified in the Payments
A. Each Fiscal Year, COUNTY shall provide to CITY written, quarterly reports of Animal Care
Services revenue and expenses for each period specified below. Said reports will be due to CITY within
thirty (30) calendar days of the month following the reporting period, in accordance with the schedule
below:
Period
Reports Due
July 1 through September 30
October 30
October 1 through December 31
January 30
January 1 through March 31;
April 30
April 1 through June 30
July 30
B. Each Fiscal Year, COUNTY shall provide the following Animal Care Services reports to CITY
by July 30:
1. A payment methodology report for Animal Care Services to be provided by COUNTY
during the next Fiscal Year and
2. A Fiscal Year intake and outcome report.
C. COUNTY may change the due dates for reports specified in subparagraphs VLA. and VLB.
above upon six (6) months written notification to CITY.
D. No less than once every three (3) years, COUNTY shall engage an external auditor to review
CITY billings.
«coMPaNYz» 6 of 6 EXHIBIT A
VII. RECORDS
A. All records created or received by COUNTY in accordance with the performance of COUNTY
services pursuant to this Agreement are confidential. COUNTY agrees to keep said records in such
form and manner as the Auditor -Controller of COUNTY shall specify. Said records shall be open for
examination by CITY at all reasonable times.
B. Once each Fiscal Year, COUNTY shall deliver to CITY only the addresses of each CITY licensed
animal upon demand without additional expense or cost to CITY. Any such information requested which
is confidential pursuant to the terms of the Public Records Act shall be released to CITY pursuant to
government code. Prior to each disclosure, CITY agrees to complete and return to COUNTY a
"Confidentiality Agreement" on a form approved or provided by COUNTY. The parties agree and
understand that this procedure is required by the Public `Records Act and necessitated to permit CITY to
obtain the information required for its use, and to allow COUNTY to disclose said information. Upon
receipt by COUNTY, the records requested may be released to the extent COUNTY is in possession of
such records, and permitted by state law to disclose them voluntarily.
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«coMPaNYz» 8 of 6 EXHIBIT A
EXHIBIT B
TO AGREEMENT FOR PROVISION OF
OC ANIMAL CARE SERVICES
WITH
CITY OF « COMPANY»
START DATE» THROUGH « END DATE»
This Animal Care Notice of Intent specifies E
COUNTY for the Period: «NOI_START>> through
City of « COMPANY2» the following Animal Care 5
SERVICEl»
SERVICE2»
SERVICE3»
SERVICE4»
SERVICES»
The total estimated
® This is a ne
❑ This is an A
Significant C
I Care Services to be provided to CITY by
_END». COUNTY agrees to provide to the
,s beginning «NOI_EFFECTIVEw
Services specified above is « TOTAL_COST_».
ice of Intent for the Period indicated above.
isting Animal Care Notice of Intent for the Period indicated
Since the Previous Animal Care Notice of Intent:
To the best of my knowledge, this notice specifies the Animal Care Services to be provided by
COUNTY.
City of « COMPANY2» Representative and Title
OC Animal Care Director
Date
Date
«coMPaNYz» 1 of 1 EXHIBIT B