AGREEMENT FOR ANIMAL SHELTER SERVICES
BETWEEN THE CITY OF SAN BERNARDINO AND THE CITY OF RIALTO This Agreement for Animal Shelter Services (“Agreement”), is made and entered into as of June 1, 2024 (“Effective Date”) by and between the City of San Bernardino, a charter city and municipal corporation (“City”), and the City of Rialto, a municipal corporation (“Shelter Partner”), collectively referred to as the “Parties” and individually as a “Party”.
RECITALS
WHEREAS, City owns, and through its Animal Services Department, operates, an animal care shelter facility located at 333 Chandler Place, San Bernardino, California (the "Shelter"); WHEREAS, recognizing the need for cost-effective and humane animal care services, Shelter Partner and the cities of Colton, Fontana, Grand Terrace, Loma Linda and Rialto (individually, a “Participant” and collectively, the "Participants") desire to contract with City for the provision of animal shelter services for the purpose of safeguarding the health and safety of the Participants’ population and health and safety of their domestic animals (“Services”); WHEREAS, Participants acknowledge the mutual benefits of pooling resources for the provision of Services at the Shelter, aiming to safeguard the health and safety of both the human population and domestic animals within their respective jurisdictions; WHEREAS, City is willing to provide these Services to the Participants subject to the terms and conditions of this Agreement; WHEREAS, the increased utilization of the Shelter by the Participants will necessitate certain essential improvements to accommodate their usage needs (“Improvements”) and increase the Shelter’s current operational expenses; WHEREAS, each Participant agrees that these Improvements are beneficial and necessary to meet the social and animal welfare needs of their citizens and, therefore, have agreed to share the costs of such Improvements and added operational expenses in proportion to their usage of the Services; and WHEREAS, City, Shelter Partner, and the remaining Participants desire to formalize this arrangement through this Agreement, setting forth terms governing the Improvements to the Shelter, additional operational expenses, and the allocation and payment of costs associated with the Services and Improvements resulting from the Participants’ usage of the Shelter.
NOW, THEREFORE, for and in consideration of the mutual covenants, conditions and advantages herein stated, the Parties hereto agree as follows:
SECTION I. OBLIGATIONS OF PARTIES
Recitals:
The aforementioned Recitals are true and correct and incorporated herein by this reference.
City Obligations:
Services. City shall provide the Services for animals delivered to the City’s Shelter from the jurisdictional boundaries of Shelter Partner as outlined and specified in Exhibit A, Scope of Animal Shelter Services, attached hereto and by incorporated herein by this reference.
Improvements. City shall be responsible for the design, preparation of all studies, analyses, and documents necessary to deliver the necessary Improvements to the Shelter to accommodate Shelter Partner and the Participants, including any CEQA environmental documentation, obtaining all permits, administration, and construction of the Shelter Improvements.
Construction Contract. The City has or shall retain the services of a licensed contractor ("Contractor") to perform further design and all engineering, planning, preparation of plans and specifications, and complete construction of the Shelter Improvements, including construction management and post-construction activities, pursuant to a written agreement between the City and Contractor, as the same may be amended from time to time (the "Construction Contract").
Shelter Partner Obligations:
Reimbursement. Shelter Partner shall reimburse City for the Services performed, operational expenses of the Shelter, and Shelter Improvements pursuant to the terms and conditions of this Agreement.
Amendments to Rules and Policies. Shelter Partner shall amend its rules and policies, including its Municipal Code, as necessary to comport to City’s shelter operating standards and fee schedule. Shelter Partner and City will work collaboratively to identify which, if any, rules and policies require amendment and which fees must be adopted. Notwithstanding the foregoing, Shelter Partner retains all legislative authority pertaining to the regulation of animals within its jurisdiction.
Animal Drop Off. Shelter Partner shall comply with all requirements for animal drop off identified in Exhibit A.
Appropriations. During the term of this Agreement, for each fiscal year, Shelter Partner and each Participant shall make every effort to adopt all necessary budgets and make all necessary appropriations for all payments due hereunder. The covenant contained in this Section shall be deemed to be, and shall be construed to be, contingent upon the continuing offer by City to provide Services and use of Shelters to each individual Participant. To the extent City offers the provision of Services and use of any Shelters to any Participant, the continued responsibility of such Participant 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 Participant 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 Participant to carry out and perform the covenants contained in this Section. Shelter Partner acknowledges that the construction, maintenance and availability of Shelters for the provision of services to all participating cities and the division of the costs of constructing and maintaining such Shelters among the Participants allows for costs efficiencies and significant savings to each party and that each party has entered into this 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.
Construction Costs Allocation:
Scope of Costs. Total cost of the Shelter Improvements shall include: a) all design development costs; b) all costs incurred by the City pursuant to the Construction Contract; c) all site preparation costs; d) all costs of fixtures; and e) any and all other costs incurred by the City for any construction or construction related activity on the Site incurred in connection with the Shelter Improvements (the "Actual Construction Costs"). The maximum amount to be paid hereunder as Actual Construction Costs is set forth on Exhibit B, attached hereto and incorporated herein by reference (the "Maximum Construction Costs"). Upon completion of the Shelter Improvements, the City shall provide Participants with a full accounting of the application of all funds spent on Actual Construction Costs.
City’s Contribution. The City shall contribute toward the construction of Improvements with Four Million dollars ($4,000,000.00) to be applied toward Maximum Construction Costs. Any City funds paid by the City toward Actual Construction Costs on or after the execution of this Agreement shall count toward the $4,000,000.00 to be contributed by the City and will be applied toward costs of construction as necessary to cover any discrepancy between available Participant payment funds and Actual Construction Costs as they become due and payable.
Participants' Contribution. The remainder of Maximum Construction Costs beyond the Four Million dollars ($4,000,000.00) paid by the City ("Participants’ Share of Maximum Construction Costs") will be divided among Shelter Partner and the remaining Participants based on the formula set forth in Exhibit B, attached hereto. Each Participant's respective percentage share of Participants’ Share of Maximum Construction Costs, as determined by said formula, is also set forth on Exhibit B. Five (5) years after the full execution of this Agreement, each Participant's respective percentage share of Participants’ Share of Maximum Construction Costs shall be recalculated based on the same formula as set forth in Exhibit B but using then current statistical data. If any Participant's respective percentage share of Participants’ Share of Maximum Construction Costs is altered by the recalculation by more than five percentage points, then each Participant's total share of Participants’ Share of Maximum Construction Costs shall be recalculated so that the originally calculated percentage shall be applied to one half of Participants’ Share of Maximum Construction Costs and the recalculated percentage shall be applied to the second half of Participants’ Share of Maximum Construction Costs. All future payments owed by each Participant shall be adjusted based on the results of the recalculation of each such Participant's total share of Participants’ Share of Maximum Construction Costs. If said adjustment results in a reduction in the amount owning by any Participant 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 Participant’s Services Agreement. If said adjustment results in an increase in the amount owning by any Participant 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 Participants that have not elected to prepay their share of Maximum Construction Costs, subject to the same prepayment option. The City shall, upon request, provide the requesting Participant with copies of the data and documents used to calculate each Participant's percentage share of Participants’ Share of Maximum Construction Costs.
Payment Schedule. Shelter Partner along with each Participant shall pay its full share of each Participants’ respective Share of Maximum Construction Costs, in addition to costs to be paid in accordance with this Services Agreement, in consideration of each such Participant's continuing right to use the Shelter and the Improvements pursuant to the terms of this Services Agreement. Each Participant's annual obligation to make the payments required hereunder is contingent on the City making available to such Participant, for the respective year, the use of Shelter pursuant to the terms of this Agreement. At the election of each individual Participant, payment of the amounts owing hereunder may be made in advance of use or may be made over the Three Years (3) year term of the Services Agreements in accordance with the Payment Schedule, attached hereto as Exhibit C and incorporated herein by reference (the "Payment Schedule"). For Participants electing not to pay in advance of the scheduled payment, the annual amount each such Participant 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 Participants not electing to pay in advance represents the cost to the City of the lost value over time of the money paid by the City toward Actual Construction Costs beyond the $4,000,000.00 provided for above. The amounts indicated on the Payment Schedule further include costs to be incurred by the relevant Participant for each thirty (30) day period that any payment is overdue. Each Participant acknowledges that the construction and availability of Shelters for use by each Participant over the term of such Participant's Services Agreement is a substantial benefit to such Participant. In the event any Participant refuses to receive Services from the City in violation of the terms of such Participant’s Services Agreement despite being offered such Services by the City, or in the case of a default or failure to pay its cost share in accordance with this Agreement, each Participant remains obligated to pay to the City its outstanding payments hereunder as they become due and payable and the City 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 in relation to the Services.
Participation of New Cities After Commencement of Construction. After full execution of this Agreement, no city will be added to this 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 Shelter Improvements. If a new city elects to participate in the City’s Services program after the three (3) year period indicated above, and City 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 B. Any new participating cities' contributions pursuant to this section will be applied first toward any necessary Shelter Improvements and the remainder will be deposited into a shelter maintenance and repair fund (the "Shelter Maintenance Fund"). City 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-construction shelter upgrades or capital improvements. Prior to contracting to provide Services to a new city, City shall consult with those Participants then currently contracting with City to receive Services pursuant to a Services agreement. City shall in good faith consider the input of those cities in making City's determination as to whether to provide Services to the proposed new city. Nevertheless, City 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 City.
Shelter Improvements Account; Deposit of Funds. Upon the execution of this Agreement, the City shall establish a separate capital project fund account for all funds of the Participants which are to be applied toward Actual Construction Costs for the Shelter Improvements (the "Shelter Improvements Account") and shall not commingle any other funds in said account. Funds payable by any Participant as an additional cost imposed due to late payment, or that are allocable to City to reimburse City for any City funds spent on Actual Construction Costs beyond the $4,000,000.00 provided for above, or that are to reimburse City for the lost value over time of the money paid by City toward Actual Construction Costs beyond the $4,000,000.00 provided for above, shall not be paid into the Shelter Improvements Account but shall be paid directly to City for City's sole use.
Allocation of Excess Funds. Upon final completion of the Shelter Improvements, payment of all Actual Construction Costs, and payment of all amounts due pursuant to this Agreement, any unused funds remaining in the Shelter Improvements 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 Participants then obtaining Services from the City against future charges under each such Participant's Services agreement based on the same percentages that each such Participant paid of the Participants’ Share of Maximum Construction Costs. Any funds not distributed in accordance with the previous sentence shall be deposited into the Shelter Maintenance Fund.
Operational Expenses:
Allocation of Operational Expenses. The operational cost for Services owing pursuant to this Agreements, calculated with respect to Shelter Partner, each remaining Participant, and the City, shall include all annual costs of operation of the Shelters, including salaries and benefits for staff that are expected to be necessary to operate the Shelters. An estimated amount for staff salaries and benefits are depicted in Exhibit D attached hereto and incorporated herein by reference. This estimate is subject to reasonable modification to reflect factors including, but not limited to, the number of cities that elect to procure Services from the City and such cities’ usage needs. Shelter Partner acknowledges that the division of all operational costs among the Participants allows for costs efficiencies and operational savings to each Participant and that each Participant has entered into their respective Services Agreements in reliance on such shared costs and resulting savings. Each Participant, to provide assurance of such continued cost efficiencies to each remaining Party, hereby expresses its commitment to procure Services from the City for a period of Three (3) years with an opportunity to extend the agreement for an additional two (2) one (1) year periods and acknowledges the financial burden that any breach of this commitment would have on all other Parties. To that end this Services Agreement shall each provide for a Three (3) year term of service in accordance with Section II of this Agreement.
Shelter Partner acknowledges that it would be impractical or extremely difficult to fix the actual damages to actual damages to the City in the event of its breach of this Three-year commitment. The Parties agree that a reasonable estimate of such damages is an amount equal to $50,000.00 and in the event of such breach, such amount will be deemed fully agreed liquidated damages. The Parties further acknowledge that nothing herein shall be construed as the City's exclusive remedy for the remediation of breach by a Shelter Partner or Participants, and the City reserves the right to pursue any and all available rights and remedies at law or in equity.
SECTION II. TERM
The term of this Agreement shall run from the Effective Date and continue until June 30, 2027(“Term”). This Agreement may be extended via written notice as provided by Section XIII of this Agreement by the City Manager or his or her designee for a maximum of two (2) additional years, Option Year One, if exercised, shall be effective July 1, 2027 through June 30, 2028. Option Year Two, if exercised, shall be effective July 1, 2028 through June 30, 2029.
SECTION III. COMPENSATION FOR SERVICESS
Shelter Partner shall reimburse City for the services performed and the expenses incurred in accordance with Exhibit E, Compensation, attached hereto and incorporated herein by reference. City shall invoice Shelter Partner on a quarterly basis for such Services. Payment shall be due and payable by Shelter Partner within 30 days following its receipt of the City’s invoice. Shelter Partner acknowledges that payments for Services does not reduce or offset amounts owing towards the Improvements.
SECTION IV. HOLD HARMLESS/INDEMNIFICATION
Shelter Partner Indemnification: Shelter Partner shall hold harmless, indemnify, and defend City, its officers, employees, authorized volunteers, and agents from and against any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) 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 Shelter Partner’s failure to fulfill any obligations arising pursuant to this Agreement or in connection with operation of the Shelter in relation to Shelter Partner’s operations. Shelter Partner’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its elected and appointed officials, employees, authorized volunteers, or agents.
City Indemnification: City shall hold harmless, indemnify, and defend each Participant, its officers, employees, authorized agents, 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 the performance or nonperformance of City's covenants and obligations under this Agreement and which result from the actively negligent or wrongful acts of City or its officers, employees, authorized agents, or agents. This provision requiring City to hold harmless, indemnify, and defend Shelter Partner 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 City. City’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Shelter Partner, its elected and appointed officials, employees, authorized volunteers, or agents.
Comparative Negligence: In the event of concurrent negligence of the City, its officers, authorized volunteers, or employees, and Shelter Partner, its officers, authorized volunteers, or 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.
SECTION V. INSURANCE
City and Shelter Partner agree to maintain adequate insurance to cover their obligations under this Agreement and as required by law.
SECTION VI. TERMINATION
In the event Shelter Partner fails to pay, for any reason, any amount to be paid by Shelter Partner under this Agreement, such failure shall constitute a default under this Services Agreement and the City shall have the right to immediately terminate such Services Agreement, at its discretion.
SECTION VII. FORCE MAJEURE
If either Party is unable to comply with any provision of this Agreement due to causes beyond its reasonable control, and which could not have been reasonably anticipated, such as acts of God, acts of war, civil disorders, or other similar acts, such Party shall not be held liable for such failure to comply.
SECTION VIII. AMENDMENTS AND ENTIRE AGREEMENT
Any amendments, including but not limited to alterations, variations, or supplements, to the terms of this Agreement shall be in writing and signed by the Parties hereto. This Agreement, including any exhibits, constitutes the entire Agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing.
SECTION IX. SEVERABILITY
Each paragraph or provision of this Agreement is severable from each other provision, and if any provision or part thereof is declared invalid, the remaining provisions shall nevertheless remain in full force and effect 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 Agreement.
SECTION X. NO THIRD PARTY BENEFICIARIES
This Agreement between the Parties is intended for the mutual benefit of the two signing Parties only. No rights are created under this Agreement in favor of any third party or any party who is not a direct signatory to this Agreement.
SECTION XI. DISPUTE RESOLUTION
Defaults and Remedies.
Defaults. The failure 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 after the defaulting Party's receipt of written notice from the nondefaulting Party that such obligation was not performed.
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 Shelter Partner or any Participant fail to pay any payment due by Shelter Partner or that Participant hereunder, the City may take any action as is appropriate to obtain such payment. Nothing herein shall be construed as the City's exclusive remedy for the remediation of default by Shelter Partner or other Participants, and the City reserves the right to pursue any and all available rights and remedies at law or in equity.
Non-refund of Contributions. The payments made by all Parties pursuant to this Agreement shall be used for completion and maintenance of the Shelter Improvements in the manner described herein and all Parties acknowledge and agree that the completion and maintenance of the Shelter Improvements, 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 XI(B)(1)(i).
Results of Nonpayment.
Adjustment of Payments Upon Nonpayment.
The Parties acknowledge that the failure of any Participant to pay any amount hereunder will result in an increase in the operational costs of sheltering Services to be divided among all other Participants. To that end, in the event any Participant fails to pay, for any other reason, any amount to be paid by that Participant under this Agreement, within fifteen (15) days of when such payment is due, the amount of such nonpayment will be apportioned among the remaining Participants such that the remaining Participants' will be responsible to pay such unpaid amount. The amounts paid by the remaining Participants pursuant to this section will be applied in the following order: first to replenish any the City funds spent on Actual Construction Costs that would have been paid by funds owed by the nonpaying Participant, second to pay any other amounts due to the City by the nonpaying Participant pursuant to this Agreement, and the remainder to pay Actual Construction Costs as they come due. Should the non-paying Participant pay any portion of the amount owing, the increased cost paid pursuant to this subsection by the remaining Participants 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 Participant as it becomes due and payable and shall not result in any acceleration of the full amount payable by the nonpaying Participant over the term of this Agreement. In the event any Participant should default in its obligations under this Agreement and no longer obtain sheltering Services from the City, City shall consult with all Participants then obtaining Services from the City to discuss methods of cost reduction that may be made available as a result of such reduction in sheltering Services usage.
It is the intention of all Parties that no funds provided by any Participant under this Agreement shall be reimbursed for any other reason than that set forth in the last sentence of Section XI(B)(1)(i). If, pursuant to judicial action or threat thereof, any funds are reimbursed under this Agreement to any Participant, other than pursuant to the last sentence of the foregoing Section XI(B)(1)(i), the remaining Participants' will be responsible to pay to the City the reimbursed amount.
Each Participant's proportional share of any amounts required to be paid by Participants pursuant to this section shall be determined based on the formula set forth on Exhibit B. Each Participant's resulting incremental increase in contribution will be due within thirty (30) days of notification by the City to the participating Participants of the increased amount owing. The obligation of Participants to pay increased amounts under this Section is not intended to be an exclusive remedy. The City reserves the right to take any action as is appropriate to obtain payment from any non-paying Participant. Additionally, each Participant paying increased costs pursuant to this Section, 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 Participant.
General Dispute Resolution Procedures.
Informal Resolutions. The Parties shall attempt to resolve any disputes amicably at a working level. If that is not successful, the dispute shall be referred to the senior management of the Parties.
Governing Law and Venue. This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in San Bernardino, California, and the Parties waive any and all provisions of law providing for a change of venue to another location.
SECTION XII. ASSIGNMENT
This Agreement shall be binding upon the Parties and their successors in interest. Neither this Agreement nor any part thereof nor any moneys due or to become due hereunder may be assigned by the Parties without the prior written consent of the other Party.
SECTION XIII. NOTICES
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective Parties at the addresses set forth below and are deemed submitted two (2) days after their deposit in the United States mail, postage prepaid:
CITY:
City of San Bernardino
Attention: City Manager
290 North D Street
San Bernardino, CA 92401
SHELTER PARTNER:
City of Rialto
Attention: City Manager
150 S. Palm Avenue
Rialto, CA 92376
SECTION XIV. CONTRACT PERFORMANCE
City’s Director of Animal Services, or designated representative, shall meet as necessary to discuss contract performance with Shelter Partner’s City Manager, or designated representative.
SECTION XV. HEADINGS
The Section and other headings contained in this Agreement are included for the purpose of convenient reference only and shall not restrict, amplify, modify or otherwise affect in any way the meaning or interpretation of this Agreement or the exhibits and schedules hereto.
SECTION XVI. COUNTERPARTS; ELECTRONIC SIGNATURE
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement, binding on all of the Parties. The Parties hereto hereby agree that electronic signatures are acceptable and shall have the same force and effect as original wet signatures.
SECTION XVII. WAIVER OF BREACH, RIGHT OR REMEDY
The waiver by any Party of any breach or violation by another Party of any provision of this Agreement or of any right or remedy permitted the waiving Party in this Agreement (a) shall not waive or be construed to waive any subsequent breach or violation of the same provision, (b) shall not waive or be construed to waive a breach of violation of any other provision, and (c) shall be in writing and may not be presumed or inferred from any Party’s conduct. Except as expressly provided otherwise in this Agreement, no remedy conferred by this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be in addition to every other remedy granting in this Agreement or now or hereafter existing at law or in equity, by statute or otherwise. The election of any one or more remedies by a Party shall not constitute a waiver of the right to pursue other available remedies.
SECTION XVIII. INDEPENDENT CONTRACTOR
The City is acting as an independent contractor to the Shelter Partner under this Agreement. Each Party to this Agreement shall have no power to incur any debt, obligation, or liability on behalf of another Party to this Agreement. Nothing herein contained shall be construed as creating the relationship of employer and employee, or principal and agent, between any Participant and City or any of City's agents or employees. City shall retain all authority for rendition of services, standards of performance, control of personnel, and other matters incident to the performance of services by City pursuant to this Agreement. City, its agents, and employees shall not be considered to be Participant employees.
SECTION XIX. COOPERATION, FURTHER ACT
The Parties shall cooperate fully with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
SECTION XX. MISCELLANEOUS
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.
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 it has not been influenced to any extent whatsoever 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.
Authority: The Parties to this Agreement represent and warrant that this Agreement has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms.
SIGNATURE PAGE TO
AGREEMENT FOR ANIMAL SHELTER SERVICES
BETWEEN THE CITY OF SAN BERNARDINO AND THE CITY OF RIALTO IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.
CITY OF SAN BERNARDINO,
a charter city and municipal corporation
By:__________________________
Charles A Montoya
City Manager
CITY OF RIALTO,
a municipal corporation
By:__________________________
David Carmany
City Manager
ATTEST:
By:___________________________
Genoveva Rocha
City Clerk
ATTEST:
By:___________________________
Barbara McGee
City Clerk
APPROVED AS TO FORM:
By:___________________________
Thomas Rice
City Attorney
APPROVED AS TO FORM:
By:___________________________
City Attorney
EXHIBIT A
SCOPE OF SHELTER SERVICES
Services
City shall operate and maintain an animal shelter providing shelter services, including intake examinations/assessments, daily care for all animals, veterinary treatment, spay/neuter, adoptions, transfers, return to owners, euthanasia, and routine deceased animal disposal consistent with legal requirements and mandates. The City shall update procedures as needed to remain compliant with local, State and Federal Laws.
City shall remain available and staffed for animal drop offs by Shelter Partner’s animal control officers seven days per week from 8:30 a.m. to 4:30 p.m. City shall permit Shelter Partner’s staff access to the facility after-hours for emergency animal drop offs.
City will only accept animals picked up by Shelter Partner from within Shelter Partner’s jurisdiction, including impounds of all animals seized by Shelter Partner as a result of an executed search warrant. Shelter Partner shall not attempt to drop off any animal picked up from outside the Shelter Partner’s jurisdiction.
City shall hold animals dropped off in accordance with City policies, but in no event for less time than required by State law or local ordinance. Shelter Partner shall notify City about any animal from their jurisdiction requiring an extended hold subsequent to an open investigation by Shelter Partner’s staff. City shall hold those cases until such time as they have been cleared for release by Shelter Partner. Impound periods vary depending on the type of impound and condition/disposition of the animal.
City shall provide Shelter Partner with monthly intake and outcome statistics for all animals dropped off by Shelter Partner or surrendered by a resident of Shelter Partner.
City will provide any necessary paperwork for Shelter Partners to seek reimbursement on criminal cases, welfare cases, rabies quarantines, and evidentiary holds.
City shall accept surrendered animals from owners located in the Shelter Partner’s jurisdiction during the City shelter’s normal hours for the public. Owner surrenders of animals with a documented history of aggression to humans, domestic animals and/or those under investigation for aggressive behavior shall be prioritized and accepted immediately. All adoption returns shall be accepted for up to 45 days post adoption, regardless of reason for return. Owner surrenders of all other pets, including adoption returns 46 days and later post adoption may be limited depending on the reason for surrender, current shelter population and available space at the time of the request.
City shall accept only sick, injured, abandoned or underage cats and kittens from the Shelter Partner’s jurisdiction.
City shall offer microchipping to pets from the Shelter Partner’s jurisdiction for the same fees charged to City’s residents.
City shall only accept sick, injured or deceased wildlife from Shelter Partner’s Jurisdiction.
Services Not Provided
Shelter Partner shall remain responsible for animal control services within its jurisdiction.
Shelter Partner shall remain responsible for healthy wildlife within its jurisdiction.
Shelter Partner shall remain responsible for animal licensing within its jurisdiction.
Shelter Partner Drop Off Requirements
Shelter Partner animal control officers shall provide the following information at the time of drop off for each animal dropped off at the Shelter on any forms required by City:
Reason for pick up (e.g., stray, confiscation, bite quarantine, surrender etc.); Where picked up;
When picked up; and
Owner information (if known).
EXHIBIT B
CONSTRUCTION COSTS OF SHELTER IMPROVEMENTS
Animal Shelter Estimated Cost/Project Percentage of Each Item Item
Square Feet
Linear Feet
Cubic Yard
Each
Cost
Project Percentage
Kennels (270)
8,017
$2,186,080.00
60%
Electrical Wiring (120V)
3,000
$31,200.00
1%
Electrical Wiring (240V)
3000
$33,000.00
1%
Copper Water Pipes
1,430
$11,154.00
0%
Concrete Foundation
4,350
$33,495.00
1%
Grading
4,785
$31,102.50
1%
Sewer Line
911
$284,687.50
8%
Sewer Line Back Fill
911
$14,271
0%
24' x 60' Modular Building
$172,703.66
5%
Curb and Gutter
534
$52,065.00
1%
Tree Removal (5)
5 $22,750.00
1%
Excavation
1,812
$108,720.00
3%
ADA Ramps
4 41600
1%
Lights
35 $11,375
0%
Design (Architect and Engineering Fees)
$151,710.17
4%
Contingency (Unforseen Underground Utilities)
$455,130.52
13%
Total
$3,641,044
100%
*Additional Costs for the City of San Bernardino
$358,956
100%
Grand Total
$4,000,000
Contribution Amount by Partner
*San Bernardino (53.5% of Costs)
$2,306,915
Fontana (24% of Costs)
$873,851
Rialto (14% of Costs)
$509,746
Colton (7% of Costs)
$254,873
Grand Terrace (1% of Costs)
$36,410
Loma Linda (.5% of Costs)
$18,205
Grand Total
$4,000,000
EXHIBIT C
PAYMENT SCHEDULE
Payment for construction costs related to shelter improvements can be made by the Shelter Partner, City of Rialto in one lump sum amount of $509,746.00 due at the start of the Contract on July 1, 2024 or in 12 quarterly payments of $42,479.00 each according to the following schedule:
Date
Payment Amount
7/1/2024
$42,479
10/1/2024
$42,479
1/1/2025
$42,479
4/1/2025
$42,479
7/1/2025
$42,479
10/1/2025
$42,479
1/1/2026
$42,479
4/1/2026
$42,479
7/1/2026
$42,479
10/1/2026
$42,479
1/1/2027
$42,479
4/1/2027
$42,477
Total
$509,746
EXHIBIT D
ESTIMATED SALARIES OF SHELTER STAFF
Position Title
Number of Positions Needed
Total Salary Cost
Total Benefits Cost
Combined Salary and Benefits Cost
Animal Shelter Attendant
8 $374,360.00
$214,664.00
$589,024.00
Animal Services Representative
2 $93,590.00
$53,666.00
$147,256.00
Senior Animal Services Representative
7 $361,914.00
$192,339.00
$554,253.00
Animal Services Supervisor
2 $160,260.00
$62,418.00
$222,678.00
Animal Services Manager
1 $101,797.00
$34,054.00
$135,851.00
Community Services Program Coordinator
4 $262,772.00
$117,256.00
$380,028.00
Registered Veterinary Technician
2 $139,494.00
$59,692.00
$199,186.00
Veterinary Assistant
3 $164,673.00
$83,685.00
$248,358.00
Shelter Veterinarian
1 $178,846.00
$44,170.00
$223,016.00
Total Staffing Costs
$2,699,650.00
Estimated Cost to Partners
City
Percentage Share
$1,444,312.75
San Bernardino
53.5%
$647,916.00
Fontana
24%
$377,951.00
Rialto
14%
$188,975.50
Colton
7%
$26,996.50
Grand Terrace
1%
$13,498.25
Loma Linda
0.5%
$2,699,650.00
Total
100%
EXHIBIT E
COMPENSATION FOR ANIMAL CARE SHELTER SERVICES
The Shelter Partner, City of Rialto shall be billed for actual staffing costs based on their percentage of share from Exhibit D and other shelter related expenses on a quarterly basis. The City shall send an itemized billing to the shelter partner at the beginning of each quarter for services rendered in the preceding three-month period. Payment is due to City by the Shelter Partner within 30 calendar days of their receipt of the invoice.
Additional Costs which may be billed to Shelter Partners at actual cost:
Livestock, including domestic cattle and equine to be housed and cared for at contracted stables.
Emergency veterinary visits at contracted veterinary hospitals to be approved by Shelter Partner for after-hours emergencies and Animal Cruelty cases where specialized treatment or necropsies are necessary.
Extra deceased animal disposal requests from Shelter Partner, including large livestock disposals located in Shelter Partner’s Jurisdiction.
Additional supplies as needed, including veterinary medical supplies and pet food at cost. 12 SIGNATURE PAGE