HomeMy WebLinkAboutC-8532-1 - Animal Shelter Support AgreementANIMAL SHELTER SUPPORT AGREEMENT
WITH FRIENDS OF NEWPORT BEACH ANIMAL SHELTER (FONBAS)
This Support Agreement ("Agreement") between the FRIENDS OF NEWPORT
BEACH ANIMAL SHELTER (FONBAS), a California non-profit corporation ("Friends")
and the CITY OF NEWPORT BEACH, a California municipal corporation and charter
city ("City"), each individually referred to as Party and sometimes collectively referred to
as the Parties, is dated as of this 28"' day of November, 2017 ("Effective Date") and is
made with respect to the following:
RECITALS
WHEREAS, the City, through the Newport Beach Police Department ("NBPD"),
operates an animal shelter in and for the City and recently leased a facility located at
20302 Riverside Drive, Newport Beach, California 92660 to care for and shelter stray
animals found within the City's borders;
WHEREAS, several City residents have incorporated Friends as a California
non-profit corporation for the purpose of providing both volunteer and financial support
for an animal shelter in the City including, but not limited to, supplemental medical care,
training, adoption programs, and positive awareness for the City's animal control and
shelter program;
WHEREAS, Friends also desires to provide capital fundraising for purchasing or
building a City -owned and operated animal shelter;
WHEREAS, the City and Friends are each independent legal entities and each
operates pursuant to rules and laws that may not be applicable to the other;
WHEREAS, the Parties agree that they play different roles in helping the City
maintain a standard of excellent care and that the City's animal shelter will benefit by a
clear delineation of the Parties' respective functions and responsibilities;
WHEREAS, the Parties intend this Agreement to establish a framework for long-
term and continued cooperation with respect to volunteer support and fundraising for
the City's animal shelter programs and infrastructure; and
WHEREAS, the Parties agree that the primary objective of the City's animal
shelter is to provide care and services that satisfy the needs of the City's stray animals.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Basic Principles
1.1 The creation of meaningful volunteer and support opportunities that
Animal Shelter Support Agreement Page 1
facilitate an efficient, safe, and compassionate animal shelter is an important objective
of the City and Friends.
2. Funding
2.1 Provided the City Council has, in its sole discretion, allocated appropriate
funds in the annual budget, City shall fund costs of City's animal control and shelter
professional staff, their operational needs, facility maintenance, rent, and support the
programs attendant to the City's animal control and shelter.
2.2 Following a written request for funding by City staff, Friends may fund the
cost of City animal shelter activities for which no funding is allocated in the annual City
budget, if the Friends Board of Directors has, in its sole discretion, approved the
expenditure.
2.3 City staff and Friends leadership shall serve as a forum for discussion of
issues related to City animal shelter funding.
2.4 Any revenue generated by fundraising activities conducted by Friends at
the City's animal shelter shall be used to fund costs associated with the City's animal
shelter, its programs, and/or a future facility. Friends will take reasonable efforts to
minimize administrative fees and overhead expenses; however, in no case shall Friends
spend more on administration or overhead expenses than is recommended of charities
by Charity Watch, or any successor entity.
3. Roles & Functions
3.1 The City has the exclusive responsibility for the management and
operation of the City animal shelter, related animal control, and animal programs.
3.2 Friends is hereby permitted to promote and seek contributions for animal
shelter funding to supplement City's unfunded needs and a permanent City animal
shelter facility. Friends shall obtain permission of the Contract Administrator, as
hereinafter defined, prior to conducting any organized activity on City property.
3.3 City may periodically obtain input and recommendations from the Friends
Board of Directors on topics that may include, but are not limited to:
(a) Adoption programs and publicity;
(b) Licensing oversight and publicity;
(c) Shelter educational outreach (e.g., scholarship grants, resource library,
and volunteers);
(d) Unfunded animal shelter needs; and
(e) Fundraising events and activities.
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3.4 The City shall give serious consideration to Friends' input and fundraising
activities for the potential future animal shelter facility, and City agrees that Friends is
hereby exclusively permitted to promote and seek contributions for funding activities
and campaign to supplement these unfunded needs and a permanent City animal
shelter facility. Notwithstanding the foregoing, the City may, in its sole discretion, accept
monies from other sources to fund City animal shelter costs and expenses.
3.5 This Agreement shall be administered by the NBPD. City's Traffic Division
Lieutenant or designee shall be the Contract Administrator and shall have the authority
to act for City under this Agreement.
3.6 City provides no guarantee that it will implement any recommendations
received from Friends. Any input or recommendations received by City from Friends are
intended to augment, not replace, the normal, routine shelter services, operations,
maintenance, and support provided through the NBPD.
4. Publications
4.1 Friends may, at its own expense, publish newsletters, social media
publicity postings, fundraising materials, and/or website information (individually, a
"Communication"; collectively, "Communications") to publicize the activities, services,
and funding needs for the City's animal shelter and its development, provided such
Communications comply with Council Policy D-5. Any Communication generated
pursuant to this Agreement must be reviewed and approved by the Contract
Administrator before the date such Communication is published.
4.2 Friends may utilize the City's name and official "sail" logo, a copy of which
is attached hereto as Exhibit A and incorporated herein by reference, in association with
any Communication generated or fundraising activity conducted by Friends.
4.3 Friends shall not permit individuals or entities that are known to have used
unfair, incompetent, or inappropriate business practices to advertise on any
communication medium owned or operated by Friends.
4.4 In the event the City is concerned, at any time, about the format or content
of any Friends' Communication, the matter will be first submitted for resolution by City
staff to the Friends' volunteer primarily responsible for that publication. Should the
Parties be unable to resolve the City's concern, Friends shall immediately remove the
Communication from publication.
4.5 Friends' officers and volunteers, as appropriate, shall be given access to
the City animal shelter for the limited purpose of placing City -approved Communications
thereon or for the preparation and attendance of Friends' activities or events, which
have been preapproved by the Contract Administrator.
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5. Term; Termination; Notice
5.1 The term of this Agreement shall be twenty (20) years from the Effective
Date.
5.2 Either Party may terminate this Agreement, without cause, upon one
hundred twenty (120) calendar days' written notice to the other, with notice served on
the City Manager or served on the Friends Secretary at the addresses specified herein.
5.3. All notices with regard to this Agreement may be delivered to the Parties
addressed as follows:
City: City of Newport Beach Police Department
Attn: Traffic Division Lieutenant
870 Santa Barbara Drive
Newport Beach, CA 92660
Friends: Friends of Newport Beach Animal Shelter (FONBAS)
Attn: Friends Secretary
P.O. Box: 10791
Newport Beach, CA 92658
6. Insurance
6.1 Friends shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type and amounts described below and in a form satisfactory to City.
Friends shall provide certificates of insurance to City as evidence of the insurance
coverage required herein and other endorsements as specified herein for each
coverage. Insurance certificates and endorsements must be approved by City's Risk
Manager prior to commencement of performance. City reserves the right at any time
during the term of the Agreement to change the amounts and types of insurance
required by giving Friends one hundred twenty (120) calendar days' advance written
notice of such change.
6.2 Friends shall maintain directors & officers insurance that covers the
activities permitted to be performed in connection with this Agreement, in the minimum
amount of one million dollars ($1,000,000) per claim and in the aggregate. Friends
agrees to maintain continuous coverage from the Effective Date through a period no
less than three years after completion of the activities permitted by this Agreement.
6.3 Friends shall maintain automobile insurance at least as broad as
Insurance Services Office form CA 00 01 covering bodily injury and property damage for
all activities of Friends arising out of or in connection with any activities permitted to be
performed under this Agreement, including coverage for any non -owned vehicles in an
amount approved by City's Risk Manager.
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6.4 Friends shall maintain Crime (Discovery Form) coverage including
Employee Dishonesty and Theft, Computer Fraud, Forgery or Alteration, Fraudulent
Funds Transfer and, when applicable, Inside/Outside Money and Securities coverage,
including third party losses, for City -owned property in the care, custody and/or control
of Friends. Coverage limits shall be approved by City's Risk Manager. The policy shall
include the City as loss payee.
7. Indemnification
7.1 Friends shall indemnify, defend and hold harmless City, its elected or
appointed officers, officials, employees, and volunteers from and against any and all
claims, demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses of every kind and nature
whatsoever, which may arise from any breach of the terms and conditions of this
Agreement or any activities conducted by Friends.
7.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Friends to indemnify the City from any claim arising from the sole negligence or
willful misconduct of the City. The insurance policy limits in this Agreement act as a
limitation upon the amount of indemnification to be provided by Friends. Nothing in this
Agreement creates any indemnity obligation for an individual Friends' director, officer, or
volunteer.
8. Standard Provisions
8.1 Recitals. City and Friends acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
8.2 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the Parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
8.3 Amendments. This Agreement may be modified or amended only by a
written document executed by both Friends and City and approved as to form by the
City Attorney.
8.4 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, unconstitutional, or otherwise unenforceable by a court of competent jurisdiction,
the remaining provisions of this Agreement shall continue in full force and effect.
8.5 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
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8.6 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
8.7 Counterparts. This Contract may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Animal Shelter Support Agreement Page 6
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: ll/4z1 n
in
Aaron C. Hki
City Attorney
ATTEST: —/
Date: a- � • � I
By. A44"
Leilani I. Brown
City Clerk
Attachments:
CITY OF NEWPORT BEACH,
a California,munipipaal�corporat
Date: 1, 77M U
M
Muldoon
Mayor
FRIENDS: FRIENDS OF NEWPORT
BEACH ANIMAL SHELTER (FONBAS), a
California nonprofit corporation
Date:
By: �h
TO Stoaks
President
Date: /?'- to
4_,�azr;—
Jea,dAatt
Secretary
[END OF SIGNATURES]
Exhibit A — City "Sail' Logo
Animal Shelter Support Agreement Page 7
EXHIBIT A
CITY "SAIL" LOGO
Animal Shelter Support Agreement Page A-1
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