2020/07/01 Animal Friends of the Valley Animal Shelter Operations INTERIM ANIMAL SHELTER OPERATIONS AGREEMENT
BETWEEN
ANIMALS FRIENDS OF THE VALLEYS AND
THE CITY OF MENIFEE
THIS INTERIM ANIMAL SHELTER OPERATIONS AGREEMENT ("Agreement") is made
and entered into as of July 1, 2020, by and among the Animal Friends of the Valleys, a California
Non-profit Corporation ("AFV"), and the City of Menifee, a Municipal Corporation ("City")
(collectively, the "Parties").
WHEREAS, AFV ground leases certain property located at 33751 Mission Trail,
Wildomar, California ("The Property") from the Elsinore Valley Municipal Water District in the
southwestern portion of Riverside County for the purpose of operating an animal shelter; and,
WHEREAS, the Southwest Communities Financing Authority ("SCFA") constructed an
animal shelter("Shelter") for the southwestern Riverside County, with the geographic boundaries
of the joint powers authority to be located on The Property; and
WHEREAS,AFV contracts with individual Cities throughout the Inland Empire for animal
control services; and
WHEREAS, on or about May 2020,the City voted to join SCFA, a joint powers authority,
to facilitate animal sheltering services; and
WHEREAS,the Parties desire to enter this interim Agreement to enable the City to obtain
sheltering services pending the final approval and adoption of Menifee's decision to join the
SCFA; and
WHEREAS, the City is desirous of having AFV provide a broad range of animal shelter
activities pursuant to this Contract for the purpose of safeguarding the health and safety of the
population of SCFA entities and the health and safety of its domestic animals, and for the purpose
of promoting the humane treatment of animals;
NOW THEREFORE in consideration of the mutual promises, covenants and conditions
contained herein, the parties mutually agree as follows:
1. Program Philosophy_. The animal care philosophy which forms the basis of this
Contract includes the following:
(1) Dedication to promoting humane care of animals through education and a
humane, pro-active animal services program.
(2) Committed to preventing the suffering of animals and to ending pet
overpopulation.
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Interim Animal Shelter Operations Agreement
Between Animal Friends of the Valleys and City of Menifee
(3) Responsible care and treatment of animals while in custody at the Shelter
to ensure that animals impounded are provided with humane and appropriate levels of care
including a clean environment, fresh water, proper nutrition and appropriate medical care.
(4) Maintenance of a process for local residents to report lost and found
animals, and for AFV to identify by any means available to it (including microchips) the
animals with guardian identification,and inform the inquiring public as quickly as possible.
This shall include at a minimum: (a)providing"lost animal" forms that may be completed
at the Shelter or online;(b)having Shelter staff process submitted forms within twenty four
(24) hours, excluding Sundays and legal holidays; (c) posting photographs of impounded
animals on the Shelter's website within twenty four (24) hours of arrival at the Shelter,
excluding Sundays and legal holidays, and d)to explore new technologies and innovative
approaches to identifying lost animals.
(5) Reunite lost animals taken to the Shelter with their rightful guardians.
Shelter staff shall attempt to notify the guardians by telephone, electronically or in person
with regard to the impounding of their animal, within twenty-four (24) hours, excluding
Sundays and legal holidays. In the event that such notification attempt fails, Guardians
shall be notified immediately in writing of the impoundment of their animal by mail.
Documentation of all such notification activity shall be maintained and made available to
the City upon request.
(6) Adoption of healthy domesticated animals.
(7) Encourage that all adopted animals are microchipped, spayed/neutered and
licensed.
(8) Ensure all dogs and cats adopted from the Shelter are spayed or neutered,
or that adequate provisions are made for such spaying or neutering if AFV transfers any
animals to another nonprofit corporation or humane society for the sole purpose of
providing adoption services, unless adopted animal is unable to receive spaying or
neutering due to a medical condition.
(9) Develop and implement a program to provide for the participation of
volunteers in Shelter-related activities.
(10) Continue to strengthen existing relationships and forge new relationships
with rescue partnerships and foster families approved by AFV.
2. Retention of AFV. The City hereby retains AFV and AFV hereby agrees to operate
and manage an animal shelter program and provide the following services: impoundment,care and
feeding of all domestic and other animals at the Shelter; veterinary medical care as needed for the
animals at the Shelter, including vaccination; adoption of animals; a spay/neuter program;
euthanasia services when necessary;microchipping of qualified adopted animals and maintenance
of the Shelter.
3. Incorporation and Complete Integration of SCFA Agreement. AFV shall provide
any and all services and obligations to City as set forth in the SCFA Shelter Operating Agreement,
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Interim Animal Shelter Operations Agreement
Between Animal Friends of the Valleys and City of Menifee
which is attached hereto as Exhibit A and specifically incorporated herein as if set forth in full.
For purposes of this Agreement,the terms of Exhibit A shall be read as if City were encompassed
within the definition of SCFA such that all instances of"SCFA" in Exhibit A are replaced with
"City" as defined herein. As an example, paragraph 30 of Exhibit A sets forth indemnification
provisions which would apply to City as if"City" replaces "SCFA" throughout that paragraph.
Notwithstanding the foregoing, to the extent that the terms of this Agreement and Exhibit A
conflict, this Agreement shall control. As an example, paragraph 17 of Exhibit A does not apply
to the Parties because it is superseded by Paragraph 4 of this Agreement.
4. Compensation. City and AFV agree that the costs for services provided under this
Agreement for Shelter Services shall be $27,670.17 per month. City shall not pay any additional
sum for any expense or cost whatsoever incurred by AFV in rendering services pursuant to this
Agreement. City shall make no payment for any extra, further, or additional service pursuant to
this Agreement. In no event shall AFV submit any invoice for an amount in excess of the amount
of compensation provided above either for a task or for the entirety of the services performed
pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission
of such an invoice. At the request of City, AFV shall furnish reports on the number of animals
processed through the Shelter on behalf of City.
5. Term and Termination. The Term of this Contract shall terminate upon the City
entering into SCFA, or January 1, 2021, whichever is earlier. Either party may terminate this
Agreement at any time upon thirty (30) days written notice. Upon receipt of this Notice of Intent
to terminate services, AFV shall continue to provide Shelter Services to the City for up to six (6)
months for the contracted fee to allow the City to obtain a suitable replacement to provide Shelter
Services and notifies AFV in writing of the effective termination date.
This Agreement shall not auto-renew. The Parties may further renew this Contract in
writing upon mutually agreed upon terms and conditions agreed. In the event that the City and
AFV elect to renew this Agreement, negotiations for such renewal shall take place as soon as
practicable.
6. Independent Contractor. AFV and the officers, employees and agents of AFV, in
the performance of this Agreement, shall act in an independent capacity and not as officers or
employees of the City. AFV acknowledges and agrees that the City has no obligation to pay or
withhold state or federal taxes or to provide workers' compensation or unemployment insurance.
AFV as an independent contractor shall be responsible for any and all taxes that apply to AFV as
an employer.
7. No Third Party Beneficiary. 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.
8. Nondiscrimination. During the performance of this Agreement, AFV shall not
discriminate on the grounds of ethnic group identification, race, religious creed, color, national
origin,ancestry,age,physical disability,mental disability,medical condition,genetic information,
marital status, sex, gender identity, gender expression, sexual orientation or military and veteran
status in the selection and retention of employees and subcontractors and the procurement of
materials and equipment; and, to the extent it shall be found applicable hereto, shall comply with
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Interim Animal Shelter Operations Agreement
Between Animal Friends of the Valleys and City of Menifee
the provisions of the California Fair Employment and Housing Act(Gov. Code 12900 et seq.),the
Federal Civil Rights Act of 1964 (Pub. L. 88-452), and the Americans with Disabilities Act of
1990 (42 U.S.C. Section 12101 et seq.).
9. Assignment. It is mutually understood and agreed that this Agreement shall be
binding upon AFV and its successors. Neither this Agreement nor any part thereof nor any moneys
due or to become due hereunder may be assigned by AFV without the prior written consent and
approval of the City. The City and AFV hereby agree to the full performance of the covenants
contained herein.
10. Notices. All notices, requests, consents, approvals or other communications
between the parties in connection with this Agreement shall be deemed given if addressed to the
recipient party at its last known address and, with postage prepaid, deposited in the United States
mail. The current addresses and phone numbers of the parties are as follows:
City of Menifee AFV
City of Menifee Animal Friends of the Valleys
Molly Binnall Director
29844 Haun Rd 33751 Mission Trail
Menifee, CA 92586 Wildomar, CA 92595
(951) 672-6277 (951) 674-0618
Menifee Police Department
Captain Dave Gutierrez
29714 Haun Rd
Menifee, CA 92586
(951) 723-1520
City of Menifee Counsel AFV Counsel
City Attorney Tyler& Bursch
City of Menifee John V. Giardinelli
Jeffrey T. Melching Cody J. Bellmeyer
29714 Haun Rd 25026 Las Brisas Road
Menifee Murrieta, CA 92562
(951) 672-6777 (951) 600-2733
Either party, upon notice to the other, may from time to time change its mailing address. Use of
e-mail communication between the parties may be used in addition to, but not in replacement of,
the normal mailing requirements identified above.
11. Amendments. Any amendments, including any supplements,to this Contract shall
be in writing and shall have the approval of the City and AFV.
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Interim Animal Shelter Operations Agreement
Between Animal Friends of the Valleys and City of Menifee
12. Governing Law. This Agreement shall be governed by and construed in accordance
with California law. The Parties hereby agree that the proper venue for any action arising out of
the breach or interpretation of this Agreement or other document delivered pursuant to any
provision hereof, shall be in the County of Riverside, State of California.
13. Force Majeure. If either party is unable to comply with any provision of this
Agreement due to causes beyond its reasonable control, government shutdown orders, and which
could not have been reasonably anticipated, such as acts of God, an epidemic, acts of war, civil
disorders, or other similar acts, such Party shall not be held liable for such failure to comply.
14. Entire Agreement. This Agreement embodies the final and complete understanding
between the Parties and replaces and supersede all previous oral or written agreements,
understandings, or arrangements between parties with respect to the subject matter contained in
this Agreement. This Agreement may not be modified or amended except in a writing signed by
each contracting party.
15. Sever ability. In the event that any provision of this Agreement is found to be
unenforceable, invalid, or illegal, such provision shall be severed from this Agreement and such
invalidity, unenforceability, or illegality shall not affect any other provision of this Agreement.
16. Counterparts. This Agreement may be signed in counterparts and all counterparts
so executed shall constitute one agreement binding on parties and each executed counterpart shall
be deemed an original.
17. Signatures/Electronic Deliverer A manually signed copy of this Agreement may
be delivered by facsimile, email, or other means of electronic transmission and any such
transmission shall be deemed to have the same legal effect as delivery of an original signed copy
of this Agreement. The Parties hereby agree that a signature received via electronic transmission
shall be valid and enforceable just as an original signature.
SIGNATURES ON NEXT PAGE
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Interim Animal Shelter Operations Agreement
Between Animal Friends of the Valleys and City of Menifee
IN WITNESS WHEREOF the parties hereto have caused this Contract to be executed by their
authorized officers on the day and year first above written.
City of Menifee
I Signed: 011�4
ARMA ❑G. VILLA
By: - CITY-MANAGER
CITY OF MENIFEE jahl A. Ma ariny, MIts: erk
Date: -T
Animal Friends of the Valleys
Signed"�MM'u-a-') L�ju-
By: RDhl tC'_
Its: V t
Date: -�4171 -2,2-,,
A, rr e tO For
•r
fr T. Mel +ng
City Attorney
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Interim Animal Shelter Operations Agreement
Between Animal Friends of the Valleys and City of Menifee