Memorandum of Understanding On Provision of Animal Care Services 12/30/2012

Transcription

1 Memorandum of Understanding On Provision of Animal Care Services 12/30/2012 This Memorandum of Understanding ( MOU ) is entered into as of December 30, 2012 by and among Solano County, a political subdivision of the State of California ( County ), and the cities of Benicia, Dixon, Fairfield, Rio Vista, Suisun City, Vacaville, and Vallejo, all municipal corporations ( Cities or individually City ), sometimes individually referred to as Party and collectively referred to as Parties, with reference to the following: RECITALS WHEREAS, the County and the Cities are desirous of continuing to work together for the performance of animal shelter services within the County, and the County is able to provide and has historically provided those services; and WHEREAS, agreements between a county and the cities within that county for the performance of municipal services are authorized by California Government Code 54980, et seq.; and WHEREAS, each of the Parties bears the responsibility to shelter animals within its jurisdiction; and WHEREAS, the Parties wish to obtain certain animal shelter services in the interests of public safety for all County and City residents and the humane treatment of the animals kept within those stated jurisdictions; and WHEREAS, the County currently operates an animal shelter facility, located at 2510 Claybank Road, Fairfield, California ( Claybank Facility ); and 1

2 WHEREAS, the Cities desire to have the County provide animal shelter services on their behalf and are willing to contribute proportional shares of the cost of maintaining and operating the County s animal shelter facilities and caring for the animals; and WHEREAS, the County is willing to contract with the Cities to provide certain animal shelter services; and WHEREAS, the County and the Cities will continue to partner in building a new animal shelter and to prepare the shelter to better serve the public; and WHEREAS, the County and the Cities have met and discussed options to provide animal care services in the County and want to enter into a new MOU to continue to serve the Solano Community with high quality and efficient services to the residents of Solano County. NOW, THEREFORE, the Parties agree as follows: 1. Term. A. Initial Term. The initial term ( Initial Term ) of this MOU shall be fifteen (15) years commencing on December 30, 2012 ( Effective Date ) and shall expire on December 31, Upon execution of this MOU, the County and Cities agree that the current MOU between the Parties entitled Memorandum of Understanding on Provision of Animal Care Services 12/14/05 dated as of March 1, 2006, shall terminate and be replaced by this MOU. B. Additional Terms. Upon conclusion of the Initial Term,, unless notice is given of a Party s intent to withdraw no later than two (2) year prior to the expiration of the Initial Term, this MOU shall automatically renew for one (1) additional ten (10) year term(s) ( Additional Term ), provided the Parties have agreed to, and the respective governing bodies has approved, an Capital 2

3 Improvement and Major Maintenance Plan, as defined in Section 2 and 4.C. below, for the Additional Term. During the Additional Term, any Party may withdraw in accordance with Section 8 ( Withdrawal from MOU ) below. 2. Annual Meeting. Every October during the term of this MOU, the County Administrator s ( CAO ) and the Sheriff and/or their designees will meet with the City Managers and/or their designees ( City/County Manager s Group ) to discuss the forecast for the next budget year for the animal shelter and to discuss issues related to major maintenance, operations, capital expenditures and services for the shelter. Such discussion regarding capital expenditures and major maintenance will include, as the need emerges over the entire term of this MOU or prior to any negotiation regarding an extension or subsequent MOU, a discussion of the need for an additional building or replacement of the Claybank Facility as part of the Capital Improvement and Major Maintenance Plan defined in Section 4.C. below. 3. Care of Shelter and Animals. The County shall maintain the Claybank Facility in a humane manner and provide the animals maintained in it with necessary and prompt veterinary care, nutrition, and shelter in accordance with the laws of the State of California throughout the term of this MOU, which currently includes a spaying/neutering clinic and micro-chipping program. The County shall give the prescribed notices and use humane methods of care and euthanasia for any animal at the Claybank Facility. The animal care costs to be borne by all Parties pursuant to this MOU may include new programs, which will be discussed and approved by a consensus of the City Managers and the County Administrator or their designees at the annual meeting of the County and the Cities as set forth in Section 2, above. New animal care programs that are mandated by the state or federal government, however, are not subject to this requirement. To the extent that a consensus cannot be reached, the Parties agree that a final decision will be approved by a majority of the City Managers and the County Administrator. County will provide notice to Cities of any new mandated programs prior to implementation. 3

4 Programs and services currently offered are included as Exhibit 1 ( Core Services ), which includes currently mandated programs. Unusual and/or extraordinary charges incurred for large animals will be accounted for separately and charged to the jurisdiction of origin of the large animal. 4. Capital Projects - Animal Shelter. The County currently maintains the Claybank Facility for the care and shelter of animals. The Claybank Facility is in significant need of repair and expansion. The following projects have been identified by all Parties as critical to the ongoing operation of the animal shelter services provided hereunder. A. Animal Shelter Remediation & Re-roof. In Fiscal Year 2011/12, the County completed construction necessary to re-roof the existing animal shelter of approximately 12,500 square feet. The cost from inception to completion of the re-roof project totaled approximately $250,000. B. Animal Shelter Renovation/Expansion. The County in coordination with the Cities has developed a cost effective approach to build a new animal shelter at the existing Claybank Facility site that includes a spay and neuter clinic and to remodel the existing animal shelter building to better serve the public and to care for the shelter animals. The new shelter building will be a single-story structure of approximately 12,500 square feet. The Draft Overall Summary Proposal for the Animal Care Services New Kennel Building, including the renovation, is set forth in the attached Exhibit 2. The estimated cost of the Animal Shelter Renovation/Expansion is approximately $5,150,000. To the extent that the actual project bid comes in 10% higher than the engineer s estimate, the County will convene the City/County Manager s Group to address the additional costs. C. Capital Improvement and Major Maintenance Plan. The County, in coordination with the Cities, will prepare a Capital Improvement and Major Maintenance Plan ( CIMMP ) by year 10 of the term of this MOU. The CIMMP 4

5 will be presented to each Party s governing body for approval and will serve as the basis for future capital planning for existing or replacement facilities. Such CIMMP will include, but is not limited to, a maintenance assessment, capital facilities maintenance fund to address capital renewal needs, and long-term facility assessment to address potential replacement facilities. 5. Payment. A. Proportional Shares - Operations. Each Party shall pay its proportional share of the net cost of maintaining and operating the animal shelter and caring for the animals ( Net Cost ). The Net Cost shall be determined by subtracting the amount of all non-license revenue received by the County s Animal Care Division and the cost of animal patrol services for the unincorporated area of the County from the total cost of maintaining and operating the animal shelter and caring for the animals. The Parties acknowledge that the costs of maintaining and operating the animal shelter include, among other costs, the cost of one full-time equivalent animal control officer. Each Party s proportional share shall be determined by dividing the total number of animals received by the County at the Facility from all Parties for the prior fiscal year by the total number of animals received by the County at the Facility from that Party for that same fiscal year. An illustration of the calculation of payment is attached as Exhibit 3. For purposes of this MOU, the total number of animals received from the City of Fairfield shall include those animals received from Travis Air Force Base. The County shall use its best efforts to work with the City of Fairfield and Travis Air Force Base to facilitate an agreement between Travis Air Force Base and the City of Fairfield to cover Travis Air Base s proportionate share of the City of Fairfield s proportional share of the Net Cost. B. Proportional Shares - Capital Expenditures. The total estimated costs for the Animal Shelter Renovation/Remodel and the Animal Shelter Remediation & 5

6 Re-roof are approximately $5,400,000 ( Capital Expenditures ). The final cost will be amortized over a fifteen (15)-year term, consistent with the term of this MOU, at an interest rate estimated at 3.5%. Final cost of the Capital Expenditures, including actual interest rate for debt issuance, will be determined upon completion of the Animal Shelter Renovation/Expansion. Each Party shall pay its proportional share of the one-time costs associated with the Animal Shelter Renovation/Expansion, and the Animal Shelter Remediation & Re-roof. Each Party s proportional share shall be determined by averaging the number of animals actually received by the shelter from that Party during the five (5)-year period of July 1, 2007 through June 30, 2012 to determine the percentage of all animals actually received from that Party by the shelter during that period. Each Party s cost will be determined by multiplying the total debt service cost, including any issuance costs by the Party s proportional share. The Party s total cost will be paid in annual installments over the fifteen (15)-year term. An estimated proportional share of costs related to Capital Expenditures is set forth in the attached Exhibit 4, which will be revised to reflect the actual share of costs upon debt issuance and completion of the Capital Expenditures. Once revised, the new Exhibit 4 will be incorporated into this MOU as if fully set forth in it. C. Payments for Subsequent Fiscal Years. For any capital and operating expenses related to Fiscal Years 2012/13 and subsequent years, the County will present an annual invoice to the Cities during October of each year, which is due and payable in forty-five (45) days. The payments for subsequent fiscal years related to the one-time Capital Expenditures, as outlined in Section 4 above, may be prepaid by the Cities. Prepayment will only be accepted prior to the issuance of the debt for the shelter and re-roof costs in such amount determined by the County Treasurer in conjunction with the County Administrator s Office based on a Party s estimated share of the Capital Expenditures. Any pre-paid amount in excess of that Party s 6

7 actual share of the final Capital Expenditures once construction is complete and a Notice of Completion has been recorded for the Animal Shelter Renovation/Expansion will be refunded to that Party. Conversely, to the extent that a Party pre-paid in an amount less that its final share, that Party agrees to remit the difference within thirty (30) days of invoice from the County. 6. Countywide Cost Allocation Plan Costs. The budget for the County Animal Care Division includes costs allocated to the County Animal Care Division under the Countywide Cost Allocation Plan to cover central administrative and overhead expenditures ( A87 Costs ). The Parties understand and acknowledge that A87 Costs fluctuate from year to year, and the Parties agree that the Cities obligation to pay A87 Cost increases shall be limited in the manner set forward herein. The County Animal Care Division s A87 Costs for the 2004/05 Fiscal Year ( Base Year ) were $414,058. The Parties agree that, if the increase in the County Animal Care Division s A87 Costs for any one fiscal year over the previous fiscal year exceeds five percent (5%) of the prior year s A87 Costs, the County shall present the figure to the City/County Manager s Group in the first quarter of each calendar year of this MOU for review and discussion; provided, however, that the County is not required to present an increase in the A87 Costs to the City/County Manager s Group if the total A87 Costs for that year, including the increase, do not exceed the A87 Costs for the Base Year, i.e. $414,058. If not approved by a consensus of the City Managers and the County Administrator or their designees, or to the extent that a consensus cannot be reached, the Parties agree that such costs could be approved by majority of the City Managers and the County Administrator. To the extent that a majority of the City Managers and the County Administrator do not agree that the increase in A87 costs are justified, the charges shall be absorbed by the County. 7. Audit. Each Party, at its own cost, shall have the right to conduct an annual audit of the County s records with respect to the number of animals the County has received from each Party. The County agrees to cooperate with the Parties in conducting any audit. 7

8 8 Withdrawal from MOU. Any Party may withdraw from this MOU after the first five (5) years by giving notice to all other Parties as specified in Section 17 (Notices) below of this MOU. Such withdrawal shall be submitted in writing and shall be accompanied by a resolution of the governing body of the Party choosing to withdraw. Such notice shall not be effective until two (2) years from the date of the notice. If such notice of withdrawal is given prior to year 13 of the Initial Term, the withdrawing Party agrees to pay as penalty for such early withdrawal the equivalent to two (2) years of the Party s previous year s share of fixed costs included in the Party s share of Net Cost as provided in Section 5.A. above to alleviate the burden of the party s withdrawal on the remaining Parties. Fixed costs will be determined by the County Administrator and the Sheriff at the time of a Party s withdrawal but are anticipated to include such costs as utilities, minimum staffing levels to operate the facility, on-going maintenance for all programs/services then being provided at the time of a party s withdrawal. Such penalty is due and payable on the day of withdrawal and shall be applied to the remaining Parties share of the Net Cost to reduce each Party s proportional share for that year. Upon the effective date of such withdrawal, the withdrawing Party shall cease to be bound by this MOU, but shall remain obligated to pay its share of the Capital Expenditures as set forth in Section 5.B. ( Payment- Proportional Shares-Capital Expenditures ) above. 9. License Fee Revenue. A. Each Party shall receive one hundred percent (100%) of the licensing revenue attributable to animals within its jurisdiction. All Parties agree to work together on programs that will increase the license fee revenues for each Party. B. The Cities may either individually impose a separate license fee or mutually adopt a standardized license fee which may be revised annually by unanimous consent of the Cities. The County shall collect the city license fee and shall remit the fee to the appropriate City. 8

9 C. Nothing in this agreement shall affect the ability of the Cities to impose their own license fees. Where Cities have duly adopted a separate City license fee, County agrees to accept payment for such City license fee and pass through the revenue to the City. D. The County may recover the cost of administering the fee collection from all Parties. E. Cities agree to notify County no later than April of each year of this MOU of any new/increased fee. 10. Indemnification. A. County to indemnify Cities. County agrees to defend and indemnify Cities, their agents, officers and employees (collectively referred to in this paragraph as Indemnified Party ), from any claim, action or proceeding against an Indemnified Party, arising solely out of the acts or omissions of County in the performance of this MOU. At its sole discretion, the Indemnified Party may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve County of any obligation imposed by this Section. The Indemnified Party shall notify County promptly of any known claim, action or proceeding and cooperate fully in the defense. B. City to Indemnify County. Each City agrees to defend and indemnify the County, its agents, officers and employees (collectively referred to in this paragraph as County Indemnitees ) from any claim, action or proceeding against the County Indemnitees, arising solely out of the acts or omissions of such City in the performance of this MOU. At their sole discretion, the County Indemnitees may participate at their own expense in the defense of any such claim, action or proceeding, but such participation shall not relieve the City of any obligation 9

10 imposed by this Section. The County shall notify the City promptly of any known claim, action or proceeding and cooperate fully in the defense. C. Each party to defend itself for concurrent claims. County agrees to defend itself, and each City agrees to defend itself, from any claim, action or proceeding arising out of the concurrent acts or omissions of County and City. In such cases, County and the City agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs, except as provided in paragraph E below. D. Joint Defense. Notwithstanding paragraph C above, in cases where County and City agree in writing to a joint defense, County and City may appoint joint defense counsel to defend the claim, action or proceeding arising out of the concurrent acts or omissions of City and County. Joint defense counsel shall be selected by mutual agreement of County and City. County and City agree to share the costs of such joint defense and any agreed settlement in equal amounts, except as provided in paragraph E below. County and City further agree that neither party may bind the other to a settlement agreement without the written consent of both County and City. E. Reimbursement and/or Reallocation. Where a trial verdict or arbitration award allocates or determines the comparative fault of the parties, County and City may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault. 11. Insurance. A. Each Party agrees to maintain its status as a legally self-insured public entity for general, auto and professional liability insurance coverage with limits of no less than $1,000,000 per occurrence. Each Party s insurance will be considered primary for all claims arising out of acts of that Party. 10

11 B. Each Party will maintain Workers Compensation as required by law for all its employees with limits not less than $1,000,000 per occurrence. Neither Party s insurance shall be called upon to satisfy any claim for workers compensation filed by an employee of the other Party. 12. Third-Party Beneficiaries. The performance of the County s and the Cities respective obligations under this MOU are not intended to benefit any party other than the County and the Cities. No person or entity not a signatory to this MOU shall have any rights or causes of action against any Party to this MOU as a result of that Party s performance or non-performance under this MOU. 13. Interpretation. The Parties acknowledge that this MOU is the product of mutual arms-length negotiation and drafting and that each Party has been represented by legal counsel in the negotiation and drafting of this MOU. Accordingly, the rule of construction that provides that ambiguities in a document shall be construed against the drafter of that document shall have no application to the interpretation and enforcement of this MOU. In any action or proceeding to interpret or enforce this MOU, the finder of fact may refer to any extrinsic evidence not in direct conflict with any specific provision of this MOU to determine and give effect to the intention of the Parties. 14. Counterpart Originals; Integration. This MOU may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute one instrument. This MOU, and its Exhibits, represent the entire understanding of the Parties and supersedes all negotiations, correspondence, or previous agreements of any kind whatsoever between the Parties with respect to all or any part of the subject matter addressed herein. 15. No Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions of this MOU on any one or more occasions shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of 11

12 any rights or powers under this MOU at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 16. Severability. If any portion of this MOU is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 17. Notices. All notices, demands, invoices, and other written communications required by or issued in conjunction with this MOU shall be in writing and shall be delivered to the following addresses or such other addresses as the Parties may designate by written notice: County Administrator County of Solano 675 Texas St., Suite 6500 Fairfield, CA City Manager City of Rio Vista One Main Street Rio Vista, CA City Manager City of Benicia 250 East L Street Benicia, CA City Manager City of Dixon 600 East A Street Dixon, CA City Manager City of Fairfield 1000 Webster Street Fairfield, CA City Manager City of Suisun City 701 Civic Center Blvd. Suisun City, CA City Manager City of Vacaville 650 Merchant Street Vacaville, CA City Manager City of Vallejo 555 Santa Clara Street Vallejo, CA Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail first class postage prepaid, as of seventy-two (72) hours after deposit in the U.S. Mail. 12

13 18. Jurisdiction and Venue. This MOU shall be construed in accordance with and governed by the laws of the State of California. Any legal action or proceeding brought to interpret or enforce this MOU, or which in any way arises out of the Parties' activities undertaken pursuant to this MOU, shall be filed and prosecuted in the appropriate California state court in Solano County, California. Each Party waives the benefit of any provision of state or federal law providing for a change of venue to any other court or jurisdiction including, without limitation, a change of venue because governmental entities are parties to the action or proceeding, or that a federal right or question is involved or alleged to be involved in the action or proceeding. [SIGNATURES ON FOLLOWING PAGES] 13

14 SIGNATURE PAGE TO MEMORANDUM OF UNDERSTANDING ON PROVISION OF ANIMAL CARE SERVICES Date County of Solano Name: Date City of Benicia Name: Date City of Dixon Name: Date City of Fairfield Name: Date City of Rio Vista Name: Date City of Suisun City Name: Date City of Vacaville Name: Date City of Vallejo Name: 14

15 ANIMAL CARE SERVICES CORE SERVICES SUMMARY Exhibit 1 The following core services are provided by the Solano County Sheriff s Animal Care Services as of December Mandated Services Non Mandated Services Shelter services for stray, abandoned, or unwanted animals (food, water, health care) Spay/Neuter and implanted microchip to adopted dogs & cats, purchased, fostered or rescued Enforce animal control ordinances (state & county) house/care for animals while under investigation/court hearing Issue animal license and tag Provide animal control and patrol services to unincorporated area of Solano County Rabies control for entire Solano County (provide quarantine facility) Provide emergency veterinary services Holding period 72 hours / Hayden Bill Adoption services Low cost vaccination clinic Offsite adoption services Foster care program Volunteer program Rescue program Owner request put to sleep (ORPTS) Micro Chip within incorporated area Low cost spay /neuter Euthanasia of stray / unwanted animals Trap/neuter/return program for feral cats (TNR) Offsite education / Shelter tours Dog obedience / Agility classes Educational & therapy site visits by mentally/physically challenged student program

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19 Exhibit 3 ANIMAL CARE SERVICES ILLUSTRATION CALCULATION OF PAYMENT PROPORTIONAL SHARES - OPEARATIONS Step 1 Net Cost: The total Animal Care expenses include all the cost associated with maintaining and operating the Shelter and caring for the animals. The Net Cost is determined by subtracting the amount of all nonlicense revenue received by Animal Care Services and the cost of animal patrol services for the unincorporated area of the county. Total Animal Care Expenses for FY 2011/12 (Per County Financial System) $ 2,328,841 Subtract Non-License Revenue (273,788) Subtract Animal Patrol Services (233,901) * Net Cost $ 1,821,152 *Included in the cost per the County s Financial System are three Animal Control Officers. Per the MOU the Parties acknowledge Net Cost will include the cost of one dedicated Animal Control Officer. The two additional Animal Control Officers dedicated for animal patrol services are subtracted from the total costs chargeable to the participants. Please note, expenses associated with the Animal Care Officers subtracted from the total costs include salary and benefits, standby, overtime, uniform, cell phones, pagers, vehicles and other expenses unique to the Animal Care Officers. Step 2 Proportional Share: The proportional share of the net cost for each participant is determined and distributed by the percentage contribution of animals associated with each participant that use the kennel. KENNEL INTAKE STATISTICS FOR FY 2011/12 Proportional Share of Cost Based on Animal Intake ANNUAL PAYMENT CITY DOGS CATS OTHER TOTAL BENICIA % 14,835 DIXON % 79,834 FAIRFIELD 1,304 1, , % 511,992 RIO VISTA % 28,108 SUISUN % 158,302 TAFB % 23,814 VACAVILLE , % 306,258 VALLEJO 1,180 1, , % 545,370 COUNTY - UNINCORP % 152,641 TOTAL 4,209 4, , % 1,821,152 Note: The kennel statistics includes the animals born at the shelter and excludes disposals. Information included herein represents an illustration of the calculation of payment of proportional shares- operations and is not intended to convey actual payment due for FY 2011/12.

20 County of Solano Illustration of Estimated Proportional Share of Costs of Capital Expenditures for the Solano County Animal Shelter Exhibit 4 I. Capital Expenditures to Amortize over 15 Years. Reference Description Estimated Costs Exhibit 1 New Kennel Building 5,150,000 Note 1 Animal Shelter Remediation/Reroof TOTAL 250,000 5,400,000 Note 1: Current estimates from Architect as of 8/7/12 total $5,118, (See Exhibit 2) II. Calculation of Cost Sharing Ratio Based on 5-yr Average of Animal Intake by Jurisdiction (excludes disposal) Reference Jurisdiction FY2007/08 FY2008/09 FY2009/10 FY2010/11 FY2011/12 5-yr Average Cost Sharing Ratio Based on Animal Intake by Jurisdiction 1 City of Benicia % 2 City of Dixon % 3 City of Fairfield* , , % 4 City of Rio Vista % 5 City of Suisun City % 6 City of Vacaville , , % 7 City of Vallejo , , % 8 Unincorporated Solano County % 8,808 9,812 9,398 9,662 9,330 9, % * includes Travis AFB III. Amortization Schedule (for illustration only) # Years Principal Amount** Interest Rate Annual Payment Total Interests Total Payments 15 5,425, % 467,665 1,589,980 7,014,980 ** Principal Amount includes $25,000 in debt issuance costs. Any surplus in loan proceeds will be placed in reserve for building maintenance. Page 1 of 2

21 County of Solano Illustration of Estimated Proportional Share of Costs of Capital Expenditures for the Solano County Animal Shelter IV. Cost Sharing by Jurisdiction - 15 Years Reference Cost Sharing Ratio Based on Animal Intake by Jurisdiction Share of Total Interests Over 15 Years Share of Total Payments Over 15 Years Jurisdiction Total Cost to Amortize Interest Rate Total Annual Payment Share of Annual Payment 1 City of Benicia 5,425, % 467, % 5,352 18,196 80,282 2 City of Dixon 5,425, % 467, % 17,539 59, ,080 3 City of Fairfield* 5,425, % 467, % 131, ,163 1,972,879 4 City of Rio Vista 5,425, % 467, % 6,824 23, ,367 5 City of Suisun City 5,425, % 467, % 40, , ,100 6 City of Vacaville 5,425, % 467, % 90, ,816 1,358,080 7 City of Vallejo 5,425, % 467, % 130, ,123 1,950,645 8 Unincorporated Solano County 5,425, % 467, % 45, , ,547 TOTAL % 467,665 1,589,980 7,014,980 Note: County will bill cities based on straight line amortization for 15 year loan as shown herein. Page 2 of 2