Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Staff Report 2304-1313
CITY OF PALO ALTO CITY COUNCIL Special Meeting Monday, June 12, 2023 Council Chambers & Hybrid 5:30 PM Agenda Item 13.Direction on Operating Model for Palo Alto Animal Shelter, Which May Include: Negotiating A New Agreement with Pets In Need; Moving to In-House Service Delivery; and/or Issuing a New Request For Proposals. CEQA Review – Not a Project Supplemental Report added, Public Comments, Presentation 2 0 4 9 City Council Staff Report From: City Manager Report Type: ACTION ITEMS Lead Department: Community Services Meeting Date: June 12, 2023 Report #:2304-1313 TITLE Direction on Operating Model for Palo Alto Animal Shelter, Which May Include: Negotiating A New Agreement with Pets In Need; Moving to In-House Service Delivery; and/or Issuing a New Request For Proposals. CEQA Review – Not a Project RECOMMENDATION Staff recommends the City Council discuss and provide direction to staff on future operations of the Palo Alto Animal Shelter, which may include negotiating a new agreement with Pets in Need; moving to in-house service delivery; and/or issuing a new request for proposals. EXECUTIVE SUMMARY In February 2022, the City Council directed staff to work with Pets-in-Need (PIN) toward development of a new Agreement that would result in a long-term partnership for shelter operations. City staff and PIN have been working collaboratively to develop a Term Sheet that, if approved by the Council and PIN Board of Directors, would be the basis for a new five-year Agreement for the period 2023 - 2027. Council discussed and provided feedback to staff on the draft Term Sheet and overall animal shelter operations during a Study Session on March 27, 20231. The terms included represent increased staffing and associated compensation to PIN with proposed net cost of $1.3 million for the first year with an annual escalator equivalent to the Consumer Price Index (CPI). The current Fiscal Year 2023 compensation is $0.7 million, the new terms represent an increase of approximately $100%. The FY 2024 Proposed Operating Budget anticipated increased cost for services and included additional funding of $0.5 million in FY 2024 for a total of $1.2 million. Based on the current term sheet, additional funding may be needed. Other terms include an increase in the City’s capital investment to improve the shelter facility 1 City Council, March 27, 2023; Agenda Item #3; SR #2302-0940, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82278 2 0 4 9 and a minor reduction in scope of services. The FY 2024 Proposed Capital Budget included additional funding of $1.5 million in the Animal Shelter Renovation capital project (PE-19002) for estimated capital investment based on the current terms. BACKGROUND 2 to operate the Palo Alto Animal Shelter. The term and compensation of the current Agreement (Attachment A) include: 2 City Council, November 26, 2018; Agenda Item #13; SR #9822, https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2018/id-9822-pets-in-need.pdf?t=62179.92 2 0 4 9 Key responsibilities of Pets in Need include: •Animal Shelter Services including sheltering stray, abandoned, and owner surrendered animals •Medical Services including veterinarian services to shelter animals, vaccination clinics, micro-chipping, and a low cost spay and neuter clinic •Animal adoptions and foster program •Operating schedules for shelter services, emergency veterinary On November 15, 2021, Pets in Need (PIN) provided formal notification to the City that it would exercise its right to terminate the Agreement without cause in 12 months’ time as allowed in Section 19.2 of the Agreement. PIN stated that delays in completing the capital improvement projects, particularly the new dog kennel building influenced their decision to terminate the Agreement. The City and PIN staff discussed how best to operate the Animal Shelter for the remaining term of the Agreement and began exploring how to continue the partnership beyond the termination date. On February 14, 20223, the City Council passed the following motion unanimously: A.That as a condition for continuing good faith negotiations, that Pets in Need would agree to extend the notice of termination six months beyond the current date; B.Proceed with negotiations with Pets in Need for a long-term contract agreement for animal services in Palo Alto; C.Evaluate the necessary kennel size for community partners that we serve; D.Include some form of trap and neuter program; E.Include a small animal area in the renovation plans; F.Assure that the contract agrees upon hours of operation and services provided; G.That the parties agree to pursue a fundraising program to supplement existing capital commitments for the shelter; and H.Explore the transition to a new database. The PIN Board supported extending the termination date for six additional months to end on May 15, 2023. At the Council Study Session4 on March 27, 2023, staff provided Council an update on the status of contract negotiations with PIN and an opportunity for the Council to provide feedback on a draft Term Sheet. As a point of comparison, City staff included a preliminary estimate of the cost and revenue associated with bringing operations of the Animal Shelter back to an in-house model. PIN and City staff continue to refine the Term Sheet and mutually agreed to extend the current agreement to terminate on September 30, 2023. City Staff have completed a more detailed analysis of an in-house model. 3 City Council, February 14, 2022; Agenda Item #9; SR #13952, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=81766 4 City Council, March 27, 2023; Agenda Item #3; SR #2302-0940, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82278 2 0 4 9 ANALYSIS March 27 Study Session The City Council discussed and provided feedback on the draft term sheet during a study session on March 27, 2023. The Council requested information on the following: •A breakdown of PIN’s costs showing the increased compensation from the original Agreement. •The percentage of PIN’s operating budget that is for animals covered in Palo Alto, Los Altos, and Los Altos Hills. •A comparison chart of PIN’s fees with other municipal shelters’ fees. •A more detailed and accurate comparison of PIN’s services to the Peninsula Humane Society. •PIN’s revenue over the previous five years. •Consideration of a minimum and maximum number of surgeries and events. •A side-by-side comparison of PIN’s proposal and the in-house model. •A more defined capital plan identified in the Agreement. •Additional information on feral cats and the method by which they are handled. PIN has prepared responses to the Council’s questions, which are included as Attachment B. An analysis of the costs and resources needed to move back to an in-house shelter operation is described below, along with a comparison of the two operating scenarios. Additional information on shelter improvements and feral cats are also included. Term Sheet with Pets in Need, as revised The Term Sheet that was presented to Council at the March 27th Study Session has been revised to reflect re-negotiated terms since receiving feedback from the City Council. The revisions included are shown in Attachment C as either underline or strikethrough and include updated language related to developing a policy on how feral cats will be handled, and more specificity on prioritization of capital improvements. PIN has added an additional term to address City compensation for additional services rendered each month beginning June 1, 2023 until a new contract is executed. PIN calculates this as the difference between the monthly fee (1) specified for Year 5 in Exhibit B of the 2019 Agreement and (2) the monthly fee specified for Year 1 in the proposed new Agreement, effective June 1, 2023. This cost equates to $55,535 per month in additional compensation beginning June 1, 2023 and each month until a new Agreement is executed. The total annual compensation proposed by PIN for operations of the Animal Shelter is $1.4 million with an annual escalator based on the Consumer Price Index. A summary of the Term Sheet as compared to the current Agreement is below. 2 0 4 9 2019-2023 PIN Agreement 2023-2027 PIN Proposed Increased Cost to City Expense / (Revenue) Compensation Shelter Services and 60 spay/neuter surgeries per month $703,580 in year 5 (2023) $1,373,400/ year (year 1) $669,820/ year Annual Escalator 2%Annual CPI rate To be negotiated Additional Interim Compensation None $55,535/ month as of June 2023 $55,535/ month as of June 2023 Capital Improvements City investment $3.4M (approx. $1M remaining) $2.5M +$1.5M one-time investment Limit on PIN investment in additional projects Up to $10,000 No limit, must follow prevailing wage and other laws, and obtain City approval $0 Staff time to review and approve Renovation Delays $60,000 $0 $0 Scope of Work Changes After-hours veterinary care for stray hold animals Included in scope Not in scope $15,000/ year Veterinary services for cruelty investigations Included in scope PIN has discretion $10,000/ year Licensing Included in scope Not in scope, Add 0.48 City staff $40,000/ year Licensing revenue To PIN To City ($180,000)/ year Net Annual Cost to the General Fund (excluding capital, annual escalator and interim compensation) $773,580 $1,373,400 $554,820 Analysis of an In-house Operating Model The City Council requested that staff further evaluate the cost of returning shelter operations in- house as a service delivery alternative to PIN. Attachment D summarizes the costs, services, and implementation strategy for both operating models (PIN and In-House) and a third alternative, to issue a new Request for Proposals. The proposed staffing model needed to safely operate the animal shelter requires the addition of 7.00 full-time positions and two 0.48 FTE (total 0.96 FTE) hourly positions. The costs for these 2 0 4 9 positions and the recommended position classifications are based on staff research of expected pay ranges based on regional market surveys modeled with the City’s benefit rate cost assumptions. The organizational chart in Attachment E includes: PROPOSED STAFFING MODEL SHELTER SERVICES* Position FTE Hourly Estimated Cost (Salary and Benefits) Total 7.00 2 staff (0.96 FTE)$1,166,000 * The position classifications previously used by the City to perform in-house services are not maintained in the City's current salary schedules. Staff expects to refine these estimates upon formal review by the Human Resources Department. **This would not be an additional new cost; this is a reallocation of existing management resources to support oversight. 2 0 4 9 PIN, the City has maintained and updated the animal services fees in the municipal fee schedule for their operations. Should operations return to the in-house model, staff expect a fee study will be needed to ensure charges are up to date and in line with other municipal shelters and City costs. Comparison of Annual Cost Net Impact to the General Fund FY 2024 Budget 2023-2027 PIN Proposed In-House Operating Model Net Cost $3.7M $3,758,400 ($1.3M ongoing) $1,046,000 Organizational impacts of In-House model 2 0 4 9 Scope of Services •Public Hours of Operation: Both PIN and the In-House model propose about 80 hours biweekly of public serving hours. o PIN opens to the public M-F 12:30PM-6PM, Sat 10AM-6PM, Sun 12:30-6PM. o In-House model schedule would be M-F 8AM-5PM, 9/80 Friday closed. •Impounds/Intakes: Both PIN and the In-House model would not have a cap or additional fees incurred for impounds or intakes. •Licensing: In both scenarios, the City would provide licensing services requiring the City to hire part-time staffing to support this at an estimated cost of $40,000. Revenues from these services would be returned to the City to defray costs. •Spay/Neuter: Both PIN and the In-House model will support some level of spay/neuter services. o PIN states that it will provide spay/neuter services to the best of its ability prioritizing residents of Palo Alto, Los Altos, and Los Altos Hills. The Term Sheet assumes PIN will complete a minimum of 60 surgeries per month for cats and dogs only. The 2019 Agreement did not include a metric for the number of surgeries to be completed by PIN. o In-House model proposes about 150 spay/neuter surgeries per month, made possible by having a full-time Veterinarian on staff and includes cats, dogs, and other small pets. This number is based on the number of surgeries completed when the City previously operated the shelter. •Vaccine Clinics: Both PIN and In-House model propose weekly vaccine clinics available to Palo Alto residents. •After Hours Vet Care: Neither PIN nor the In-House model have a Veterinarian on staff 24 hours a day, therefore after-hour emergencies would require outside services at cost, currently estimated at $15,000. •Cruelty Investigations: o PIN would provide veterinary care for live animals impounded as part of cruelty investigations; however, PIN would not have the obligation to provide additional services related to cruelty investigations including post-mortem examinations of deceased animals. If PIN does not provide these services, the City would contract out these services at an estimated cost estimated at $10,000 annually. o In-House model includes cruelty investigations and post-mortem services at no additional cost. 2 0 4 9 Capital Improvements to Shelter 2 0 4 9 Other Considerations •A slightly lower shelter operational cost, but higher infrastructure needs. •With services and staffing being contracted out, there would be no liability or pension obligations to the City. •PIN has an extensive network, including partner organizations, which can be leveraged for donations. •With broader reach, serving the Bay Area and beyond, PIN could maximize use of the shelter; however, careful consideration should be given to Palo Alto residents and its contract cities. •Policy decisions are a collaboration between PIN and the City. •Slightly higher estimated operational cost than PIN, including pension costs and liability. •An In-House model returns animal welfare and shelter operation policy decisions to the City. •City would have control over shelter operations including public service hours, vaccine clinics, and spay/neuter surgeries. •Services focused on the needs of Palo Alto residents and those of its contract cities. •Increased revenue to partially offset shelter estimated operation costs FISCAL/RESOURCE IMPACT 2 0 4 9 operating agreement at $1.4 million. This expense is expected to be offset by adjustments to increase revenue estimates by $180,000 to recognize licensing fees. Staff expects to bring forward budget amendments as necessary in subsequent staff reports or budget processes. STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: CITY OF PALO ALTO CONTRACT NO. _C_1_9_17_4_4_9_3 __ _ AGREEMENT BETWEEN THE CITY OF PALO ALTO AND PETS IN NEED FOR PROFESSIONAL SERVICES This Professional Services Agreement ("Agreement") is entered into on this ..1.L day of January .~by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY'' or "City of Palo Alto"), and PETS IN NEED, a California non-profit public benefit corporation, located at 871 Fifth Ave, Redwood City, CA 94063 C'CONSULTANT' or "Pets In Need"). RECITALS The following recitals are a substantive portion of this Agreement and are hereby incorporated herein by this reference. A. CITY intends to provide animal sheltering and veterinary care, as more fully described in Exhibit "A" (Scope of Services), attached to and made a part of this Agreement, for the City of Palo Alto, and for the City of Los Altos and the Town of Los Altos Hills (the "Contract Cities"), at the Palo Alto Animal Shelter, 3281 East Bayshore Road, Palo Alto, CA 94303 (the "Palo Alto Animal Shelter" or the "Premises"). B. CITY and CONSULTANT desire for CONSULTANT to perform the Services {as defined below) at the Palo Alto Animal Shelter pursuant to the terms and conditions set forth in this Agreement. C. CITY acknowledges that CONSUL TANT is entering into this Agreement in furtherance of its no-kill mission, and that, to the extent permitted by law, CONSUL TANT will operate the Palo Alto Animal Shelter as a no-kill shelter. D. CITY and CONSUL TANT are entering into this Agreement with the intention of establishing a long -term partnership to offer exceptional shelter services for Palo Alto and its partner cities of Los Altos and Los Altos Hills, while working together towards building a new Pets in Need Palo Alto animal shelter facility. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSUL TANT shall perform the services described at Exhibit "A· ("Services") in accordance with the terms and conditions contained in this Agreement. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution (the "Effective Date") and continuing for five (5) years from the Effective Date, unless terminated earlier pursuant to Section 19 of this Agreement. The term of this Agreement may be renewed or extended upon the mutual written agreement of the parties. One year prior to the expiration of the term (or other such timeline as may be mutually agreed upon by the parties), either party may request the parties to begin negotiating in good faith a renewal or extension of this Agreement. Page 1 of25 SECTION 3. USE OF PREMISES. CONSUL TANT's use of the premises shall be subject to the additional terms set forth on Exhibit "D" (Use of Premises) attached hereto. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be in the amount of, and shall not exceed three-million, four-hundred forty thousand six-hundred twenty six dollars and ten cents ($3,440,626.1 O) as detailed in Exhibit "B" (Compensation). CONSUL TANT agrees to complete all Services within this amount. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Notwithstanding the foregoing, a contingency fund of two-hundred thousand dollars ($200,000) (the "Contingency Fund") shall be available; as well as a fund for the compensation of renovation delays ("Compensation of Renovation Delays Fund") of sixty thousand dollars ($60,000) shall be available, as detailed in Exhibit "B" (Compensation). In the event the Contingency Fund and the Compensation of Renovations Delays Fund are utilized as provided for herein, the total compensation for Services, reimbursable expenses and the costs payable by CITY to CONSULTANT under this Agreement, shall be and shall not exceed three million, seven hundred thousand, six-hundred twenty-six dollars and ten cents ($3,700,626.10) as detailed in Exhibit "B" (Compensation), subject to Section 19 ("TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES"). SECTION 5. INVOICES. In order to request payment, CONSULTANT shall invoice the CITY for payment on a monthly basis. Invoices shall describe the services performed and, if reasonably requested by CITY, supporting documentation. CONSULTANT's invoice shall be submitted to the City's project manager for payment at which point the CITY has 30 business days from the date of the submission to render payment to the CONSUL TANT. Invoices must also include CONSUL TANT name, address, contract number, description of services, date of services, and compensation amount. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSUL TANT or under CONSUL TANT's supervision. CONSUL TANT represents that it possesses the professional and technical personnel necessary to perform or supervise, as applicable, the Services required by this Agreement and that its personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, and its employees have and shall maintain (and that it shall require its subcontractors, if any, to have and maintain) during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services . Notwithstanding anything to the contrary in this Agreement, the representations and warranties in this Section 6 are exclusive and are in lieu of all other warranties of any kind , whether express or implied (including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and noninfringement, and all warranties that may arise from course of dealing, course of performance or usage of trade), all of which are hereby expressly disclaimed. SECTION 7. COMPLIANCE WITH LAWS. CONSUL TANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that are applicable to the performance of the Services or those engaged to perform Services under this Agreement. CONSUL TANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services . Page 2 of 25 SECTION 8. ERRORS/OMISSIONS. CONSUL TANT is solely responsible for costs , including, but not limited to, increases in the cost of Services, arising from or caused by CONSUL TANT's errors and omissions, including, but not limited to, the costs of correcting such errors and omissions, any change order markup costs, or costs arising from delay caused by such errors and omissions or unreasonable delay in correcting such errors and omissions. SECTION 9. [RESERVED]. SECTION 10. INDEPENDENT CONTRACTOR . It is understood and agreed that in performing the Services under this Agreement CONSULTANT, any person employed by CONSULTANT, and any subcontractor retained by CONSULTANT to perform any of CONSULTANT'S obligations under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSUL TANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations without the prior written consent of the City Manager. The City Manager shall have sixty (60) days from receipt of Consultant's notice of proposed assignment to accept or decline the proposed assignment in writing. If the City Manager declines the proposed assignment, he or she shall state the basis for the decision in the written notice to CONSULTANT. Consent to one assignment shall not be deemed to be consent to any subsequent assignment. Any assignment not expressly contemplated ui:,der this Agreement, or made without the approval of the City Manager shall be void . SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that subcontractors may be used to perform CONSULTANT'S obligations under this Agreement. The subcontractors authorized by CITY to perform work on this Project are: a. Sage Veterinary Center; and b. Pets Rest Cemetery, and c. Any other subcontractors retained by CONSUL TANT to perform CONSULTANT'S obligations under this Agreement. CONSULTANT shall be responsible for directing the work of any subcontractor and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning subcontractor compensation . CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subcontractor as more fully set forth in Section 16 of this Agreement. CONSULTANT shall change or add a subcontractor to perform the Services set forth on Exhibit A hereto only with the prior approval of the City Manager or his designee (such approval not to be unreasonably withheld, delayed or conditioned). The City Manager shall have thirty (30) days from receipt of CONSULTANT's request to approve or decline in writing CONSULTANT's request to change or add subcontractors . SECTION 13. PROJECT MANAGEMENT. CONSULTANT shall assign its executive director, who currently is Al Mollica, as the project manager to have supervisory responsibility for the performance, progress, and execution of the Services and as the project coordinator to represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the project manager (including if, at Page 3 of 25 any time, Al Mollica no longer serves as executive director of CONSULTANT). CONSUL TANT shall promptly notify the CITY's project manager of such substitution and consider in good faith CITY's requests with respect to such substitution. The parties agree that during the term of this Agreement and for all purposes of this Agreement, CONSULTANT'S project manager shall be authorized to act as the "Superintendent" of the City's animal services division pursuant to Section 6.04.100 of the Palo Alto Municipal Code, for purposes of [Sections 6.12.010, 6.12.030, 6.12.050, 6.16.050, and 6.32.040 of the Palo Alto Municipal Code. CITY's project manager is the Director of Community Services, Community Services Department, 1305 Middlefield Road, Palo Alto, CA 94303, Telephone (650) 463-4900, who is currently Monique leConge Ziesenhenne. The project manager shall be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time with prompt written notice to CONSUL TANT. SECTION 14. INTELLECTUAL PROPERTY RIGHTS. 14.1 Definition of Intellectual Property Rights. "Intellectual Property Rights" means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, goodwill, trade names, logos and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired. 14.2 "Pets In Need" Ownership. The parties acknowledge and agree that, as between the parties, Pets In Need owns all Intellectual Property Rights in its name ("Pets In Need"), logos and marks, as may be amended from time to time by Pets In Need . 14.3 "City of Palo Alto" Ownership. The parties acknowledge and agree that, as between the parties, the City of Palo Alto owns all Intellectual Property Rights in its name ("City of Palo Alto"), logos and marks, as may be amended from time to time by the City of Palo Alto, and in accordance with Palo Alto Municipal Code as may be amended from time to time. 14.4 "Palo Alto Animal Shelter" Ownership. The parties acknowledge and agree that, as between the parties, the City of Palo Alto owns all Intellectual Property Rights in the name "Palo Alto Animal Shelter". 14.5 Grant of License by City of Palo Alto. The City of Palo Alto hereby grants to Pets In Need a royalty-free, non-transferable term license, for the term of this Agreement, to use, reproduce, make derivative works, display, and perform publicly the name "Palo Alto Animal Shelter" solely in conjunction with "Pets in Need", for example, and without limitation, "Pets in Need Palo Alto Animal Shelter" and "Palo Alto Animal Shelter, operated by Pets in Need," for purposes of the performance of this Agreement, as provided for herein. 14.6 Name Changes; Development of Logos or Marks. Any name changes, derivative works, or logos or marks as may be developed by Pets In Need with regard to such animal shelter are required to be approved in writing by the City of Page 4 of 25 Palo Alto City Manager or designee prior to any publication, or any other public use, in any form or media. The City Manager shall approve or deny such requests in writing within 45 days of receipt of CONSULTANT's complete written proposal, and shall set forth its basis for any denial in writing. During the term of this Agreement, the City of Palo Alto shall not change such name of such animal shelter, nor develop any derivative works, or logos or marks, with regard to such animal shelter, except as is mutually agreed in writing with the Pets In Need Executive Director or designee prior to any publication, or any other public use, in any form or media. The City Manager shall approve or deny such requests within 45 days of Consultant's complete written proposal, and shall set forth its basis for any denial in writing. Notwithstanding anything to the contrary in this Agreement, CITY agrees that CONSULTANT may offer naming rights for any wing, room, kennel, or other area within the shelter in compliance with the City's Naming Policy and Procedure. · 14.7 Limitations on uPets In Need Palo Alto Animal Shelter". The City of Palo Alto agrees that its use of the name "Pets In Need Palo Alto Animal Shelter", and as may be changed as provided for herein, with regard to the animal shelter that is the subject of this Agreement, as well as any logos or marks that may be developed and approved as provided for herein with regard to such shelter, are strictly limited to the term of this Agreement, and that, unless otherwise agreed by the parties in writing, upon expiration or termination of this Agreement, the City of Palo Alto shall cease and desist all use of such names, logos and marks with regard to such animal shelter in relation to the ongoing operation of such shelter as of the date of such termination or expiration. 14.8 Use of City of Palo Alto Seal or Logo. Any use by Pets In Need of any City of Palo Alto seal or logo is required to be approved in writing by the City of Palo Alto City Manager or designee prior to any publication or any other public use, in any form or media, and in accordance with Palo Alto Municipal Code as may be amended from time to time, provided that the City Manager or his designee shall approve or deny in writing a written request by Pets in Need within ten (10) days of the date of the request, and shall set forth his or her basis for any denial in writing. 14.9 Use of Pets in Need Seal or logo. Any use by the City of Palo Alto of any Pets In Need seal or logo is required to be approved in writing by the Pets In Need Executive Director or designee prior to any publication, or any other public use, in any form or media, provided that the Executive Director of PIN or designee shall approve or deny in writing a written request by CITY within twenty (20) days of the date of the request. 14.10 Reservation of Rights. All Pets In Need Intellectual Property Rights not expressly granted under this Agreement are reserved to and retained by Pets In Need . All City of Palo Alto Intellectual Property Rights not expressly granted under this Agreement are reserved to and retained by the City of Palo Alto. SECTION 15. AUDITS. CONSUL TANT shall permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to CONSULTANT'S performance of the Services under this Agreement. CONSUL TANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY; LIMITATION OF LIABILITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify , defend and hold harmless CITY, its Council members, officers, employees and Page 5 of25 agents (each a "CITY Indemnified Party") from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including reasonable attorneys' fees, experts fees, court costs and disbursements ("Claims") to the extent resulting from, or arising out of (i) any act or omission of CONSULTANT that is outside the scope of CONSULTANT's authority under this Agreement and/or (ii) the negligence or willful misconduct of CONSULTANT or its officers, employees, agents or subcontractors in the performance of this Agreement. To the fullest extent permitted by law, CITY shall indemnify, defend and hold harmless CONSUL TANT, its directors, officers, employees and agents (each a "CONSULTANT Indemnified Party") from a·nd against any and all third party Claims to the extent resulting from or arising out of (i) the negligence or willful misconduct of CITY or its officers, employees, agents or subcontractors in the performance of this Agreement , (ii) any condition in or about the Premises, except to the extent caused by the negligence or willful misconduct of CONSULTANT or a CONSUL TANT Indemnified Party. or (iii) CITY's decision to transition to a consultant-provided service delivery model and City's decision, based on CONSULT ANT's representations contained in its proposal to the City and herein, to contract with CONSULTANT to provide the Services. 16.2. In the event of concurrent negligence of more than one party, its Council members (or directors), officers, employees, agents or subcontractors, the liability for any and all Claims shall be apportioned under the California theory of comparative negligence as presently established or as may hereafter be modified. Nothing in this Agreement shall constitute a waiver or limitation of any rights that a party may have under applicable law in the event of concurrent negligence of persons or entities other than the parties to this Agreement. 16.3. The parties agree to cooperate with each other in the investigation and disposition of third-party Claims hereunder. It is the intention of the parties to reasonably cooperate in the disposition of all such Claims. Such cooperation may include joint investigation, defense and disposition of claims of third parties hereunder. The parties agree to promptly inform one another whenever an incident report, claim or complaint is filed or when an investigation is initiated concerning this Agreement. Notwithstanding the foregoing, in the event of a conflict in interest, each party may conduct its own investigation and engage its own counsel. 16.4. Each party agrees to mitigate any loss or damage which it may suffer in consequence of any breach by the other party of the terms of this Agreement. or any fact, matter, event or circumstance giving rise to a Claim. 16.5. LIMITATION OF LIABILITY. N01WITHSTAND1NG ANYTHING TO THE CONTRARY CONTAINED HEREIN OR ELSEWHERE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH POTENTIAL CLAIM , LOSS OR DAMAGE . 16.6. LIMITATION OF LIABILITY OF CITY. EXCEPT WITH REGARD TO CITY'S OBLIGATIONS TO INDEMNIFY AND HOLD HARMLESS THE CONSULTANT PURSUANT TO THIS SECTION 16, CITY'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT PROVIDED FOR IN SECTION 4 (NOT TO EXCEED COMPENSATION) OF THIS AGREEMENT. Pages of25 16.7. LIMITATION OF LIABILITY OF CONSULTANT. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT OF CONSULTANT TO CITY EXCEED FIVE MILLION DOLLARS. 16.8. CITY represents and warrants that (i) it has complied with Section 2.30.250 of the Palo Alto Municipal Code and (ii) the CITY's indemnification obligations contained in this is Section 16 represent the valid and enforceable obligations of CITY. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, shall not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. No waiver of a condition or nonperformance of an obligation hereunder is effective unless it is in writing signed by the authorized representatives of the parties hereto and, as applicable, approved as required under the Palo Alto Municipal Code or Charter. SECTION 18. INSURANCE. CONSULTANT, at its sole cost and expense, shall obtain, as soon as practicable following the date of this Agreement, and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "C". CONSULTANT shall be responsible for ensuring that its subcontractors retained to perform Services under this Agreement, if any, shall obtain and maintain in full force and effect during the term of the subcontractor's engagement, the insurance coverage described in Exhibit "C," as well as a policy endorsement naming CITY as an additional insured under any policies required in this Section 18. 18.1. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A-VII or higher which are licensed or authorized to transact insurance business in the State of California. 18.2. CONSUL TANT shall file with CITY certificates evidencing such insurance as soon as practicable following the date of execution of this Agreement but in any event prior to the first day any of CONSULTANT'S obligations are performed hereunder. The certificates shall be subject to the approval of CITY's Risk Manager and shall contain an endorsement stating that the insurance is primary coverage and shall not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within five (5) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement. 18.3. The procuring of such required policy or policies of insurance will not be construed to limit either party's liability hereunder nor to fulfill the indemnification provisions of this Agreement. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may terminate this Agreement or suspend Page 7 of25 the performance of the Services, in whole or in part, in the event of a material breach of CONSULTANT's obligations to CITY under this Agreement, which breach is not cured by CONSULTANT within (60) days of receipt of written notice from CITY to CONSULTANT detailing the nature of such failure. The City Manager may terminate this Agreement without cause by giving one-year prior written notice thereof to CONSUL TANT. 19.2. CONSUL TANT may terminate this Agreement or suspend its performance of the Services, in whole or in part, in the event of a material breach of CITY's obligations to CONSULTANT under this Agreement, which breach is not cured by CITY (i) with respect to material breach of CITY's payment obligations herein, within thirty (30) days of receipt of written notice from CONSULTANT to CITY, or (ii) with respect to material breach of all other CITY obligations hereunder, within sixty (60} days of receipt of written notice from CONSUL TANT to CITY detailing the nature of such breach . CONSULTANT may terminate this Agreement without cause by giving one-year prior . written notice thereof to CITY. 19.3. In the event of any suspension or termination hereunder, CITY shall pay CONSULTANT for the Services rendered and materials delivered to CITY (i) on or before the effective date of such suspension or termination and (ii) in accordance with this Agreement. CITY shall pay such amounts to CONSULTANT within thirty (30) days after receipt of CONSULTANT's invoice. To the extent that CITY has prepaid any fees, CONSULTANT shall fund to CITY any prepaid fees on a pro-rata basis to the extent such fees are attributable to the period after the termination date, and CITY shall have no obligation to pay unpaid fees that would have become due during the remaining Term had this Agreement not been terminated . 19.4 The following Sections shall survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.3, this 19.4, 20, 25, and 27. SECTION 20. NOTICES. Any notice provided for in this Agreement shall be in writing and shall be either (i} personally delivered, (ii) received by certified mail, return receipt requested, or (iii) sent by reput~ble overnight courier service (charges prepaid) to the recipient at the address indicated below. To CITY: City of Palo Alto, City Manager's Office 250 Hamilton Ave., Palo Alto, CA 94301 With a copy also to the CITY's Project Manager. To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above . Notices will be deemed to have been given hereunder {i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid) or (iii) five (5) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid . SECTION 21. CONFLICT OF INTEREST 21.1. In accepting this Agreement, CONSUL TANT covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. Page 8 of 25 21.2. CONSUL TANT further covenants that, in the performance of this Agreement, it shall not employ subcontractors or other persons or entities having such an interest. CONSULTANT celtifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision shall be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. CITY agrees and acknowledges that, as of the date of hereof, CONSULTANT is not a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, and that therefore CONSULTANT shall not be required to file the financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSUL TANT acknowledges that it has read and understands the provisions of Section 2.30.51 O of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Department (and copies of which have been provided to CONSULTANT by CITY), incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY's Zero Waste Program . Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSUL TANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY's project manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office, and a copy of the current policy has been provided to CONSULTANT by CITY. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Page 9 of 25 SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSUL TANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the CITY, CONSUL TANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.30 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement shall terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. The Services are not subject to prevailing wages . CONSULTANT is not - required to pay prevailing wages in the performance of the Services in accordance with applicable law including without limitation SB 7 . SECTION 27. MISCELLANEOUS PROVISIONS. 27 .1. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions . 27 .2. In the event that an action is brought, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara, State of California . 27 .3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys ' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 27.4 . This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties . 27 .5. The covenants, terms, conditions and provrsrons of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6 . If a court of competent jurisdiction finds or rules that any provis ion of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto shall remain in full force and effect. Page 10 of 25 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and shall be deemed to be a part of this Agreement. 27.8. In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT's proposal (if any), this Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT's proposal, the exhibits shall control. 27.9. If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.S(d) about a California resident ("Personal Information"}, CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform CITY as soon as practicable, but no later than 24 hours after learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without CITY's express written consent. 27 .10. All unchecked boxes do not apply to this Agreement. 27 .11. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12. This Agreement may be signed in multiple counterparts, which, when executed and delivered by the parties hereto, shall together constitute a single binding agreement. This Agreement may be signed using the City's Docusign platform . {signature page follows] Page 11 of25 CONTRACT No. Cl9174493 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO AL TO PETS IN NEED City Manager Officer 2 APPROVED AS TO FORM: By~ Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "D": .. . Name: ,. ;-A Title~·,#'/c0~ SCOPE OF SERVICES COMPENSATION INSURANCE REQUIREMENTS USE OF PREMISES Page 12 of 25 EXHIBIT 11 A" SCOPE OF SERVICES PETS IN NEED ("CONSULTANT") agrees to provide Animal Shelter Services as described in Section II below at the Palo Alto Animal Shelter, 3281 East Bayshore Road, Palo Alto, CA, for the City of Palo Alto ("CITY") and the Contract Cities . CITY agrees to perform the obligations as described in Section Ill below. I. DEFINITIONS The following terms as used in this Exhibit "A" Scope of Services shall have the meaning provided below: A . "Diseased and crippled animal" means those animals which are known or believed to be infected with a~y dangerous or communicable disease, or which have an incurable , crippled condition or which are afflicted with any painful disease which is believed to be incurable . B. "Dangerous animal" means any dog or other animal which demonstrates a propensity to assault, bite, scratch or harass people or other animals without provocation. There shall be a rebuttable presumption that any animal that bites a person is a dangerous animal. Capitalized terms used but undefined herein shall have the meanings set forth in the Agreement for Professional Services (this "Agreement") to which this Exhibit is attached and of which it forms a part. II. PETS IN NEED RESPONSIBILITIES: 1. Animal Shelter Services. CONSUL TANT shall perform the following sheltering services and shall provide shelter supplies, animal attendants , supervisors and administrative personnel, and any other personnel, supplies and equipment, reasonably required to perform the following services ("Shelter Services"): a) Shelter of abandoned, surrendered, impounded, lost or stray domestic animals brought to the shelter by CITY or its Contract Cities, its residents, or personnel. b) CONSULTANT may shelter and provide services to animals outside the scope of paragraph (a) above rnon-City animals") including moving animals between the Palo Alto Animal Shelter and Pets In Need Redwood City facility on a space-available basis and at CONSULTANT's sole expense for all costs, including labor, equipment, supplies, food, and medication . At no time shall animals within the scope of paragraph (a) above be denied services due to services provided to non-City animals at the Pets in Need Palo Alto Animal Shelter. c) For the avoidance of doubt, to the maximum extent Page 13 of 25 permissible by law, CONSUL TANT shall have exclusive discretion over how long an animal is sheltered, including exclusive discretion to shelter an animal for a longer period than the statutory minimum number of days This section shall not be interpreted to authorize funds in addition to those specified in this Agreement, and CONSULTANT shall be responsible for managing the length of animal sheltering within the funds and resources authorized by this Agreement. d) Quarantine of biting animals. e) Rabies testing of suspect animals. f) Provision for reclaim of abandoned, lost or stray domestic animals during established business hours. g) Shelter staff shall make every effort to identify lost animals (through ID tags and microchips) and to contact owners. h) Be CITY's and Contract Cities' main point of contact (by phone, in-person, and electronic means) regarding animal shelter services, including inquiries regarding missing pets. i) Provide medical evaluation and treatment, if necessary, to all incoming animals. This includes vaccinations, and spay and neuter surgeries to domestic animals. j) Euthanasia and disposal of abandoned, lost, impounded, or stray domestic animals that are unclaimed by their owners and found to be diseased and crippled and/or dangerous as defined by Palo Alto Municipal Code and California State Law. k) For purposes of clarity, CONSUL TANT shall not be required to provide owner-requested euthanasia at any time, and CITY acknowledges that CONSUL TANT has elected not to provide or subcontract this service. I} CONSULTANT shall maintain a public website, separate from the CITY's website, with information including without limitation: shelter hours, volunteer opportunities, adoption information, medical services offered and information about those services and contact information. m} Consultant shall allow CITY Animal Control Officers access to the shelter at all times for purposes of dropping off animals and provide reasonable accommodation for Animal Control Officers to begin and end their shifts, and complete administrative work in the shelter. n) CONSULTANT shall maintain, repair and replace all surgical room equipment, cages, hoses, and other equipment at the facility. o) CONSULTANT shall comply with all federal, state, and local laws in effect applicable to the Services upon commencement of the provision of the Services, and shall be subject to inspection by the CITY and other duly authorized federal, state, and local authorities to insure Page 14 of 25 such compliance. This includes the applicable provisions of Palo Alto Municipal Code Title 6, as amended from time to time. For the avoidance of doubt, this provision shall not be construed to expand the scope of the Services as expressly set forth in this Exhibit "A". p) CONSULTANT shall use commercially reasonable efforts to offer comprehensive volunteer and educational programs which may include, without limitation: animal fostering programs, dog walker programs, and animal care trainings. q} When appropriate, in CONSULTANT'S sole discretion, CONSULTANT may partner and/or coordinate with adoption programs, rescue groups, and other no-kill shelters to maximize the shelter's adoption rate and/or place animals in suitable foster care. CONSULTANT shall seek CITY's approval for partnerships in which CONSUL TANT pays or receives money or other financial consideration, solely to the extent that such partnership relates to CONSULTANT's performance of the Services. CITY shall approve or deny in writing any such request within thirty (30) days after receipt of such request. r) Develop and maintain communication with CITY by: 1. Responding in a timely.manner to emails and phone calls. 2. Communicating and resolving issues and concerns promptly. s} Develop, in cooperation with CITY, a feral cat plan. The plan shall include how PIN handles feral cats, spay/neuter provisions, and release of feral cats. CONSULTANT shall not release feral cats within the City of Palo Alto or any of its Partner Cites. t) Develop, in cooperation with CITY, a disaster preparedness plan . 2. Medical Services a) CONSUL TANT shall provide supplies, and professional and trained personnel, employed or under subcontract or contract, necessary to perform the following services ("Medical Services"): Provision of veterinarian services twenty-four (24} hours per day to treat and provide veterinarian care for impounded animals, including for animals picked-up by Animal Control Officers. CONSULTANT may, in its sole discretion and at its sole expense, arrange after-hours emergency care through any veterinary subcontractor. b) Monitor quarantined animals. c) For a fee, conduct vaccination clinics and have available, free of charge to the public, rabies control information. d) Conduct microchipping. e) For a fee, which shall be posted on CONSULTANT's website, Page 15 of 25 at the same rate established for City residents and Contract Cities, provide access to the CONSULTANT's low cost spay and neuter clinic. f) The City's Animal Control Officers shall be licensed through CONSULTANT'S medical authority to administer euthanasia as necessary for animals that are unclaimed by their owners and found to be diseased and crippled and/or dq11gerous as defined by Palo Alto Municipal Code. g) Comply with all laws requiring reporting of animal-borne diseases, including rabies. This includes Municipal Code section 6.32.020, as amended from time to time . 3 . Operating Schedules a) CONSUL TANT shall provide Shelter Services for the animals twenty-four (24) hours a day, seven (7) days a week. b) CONSULTANT shall provide emergency veterinary services in accordance with Section 597(f) of the California Penal Code . c) CONSULTANT shall have shelter staff on site for care of shelter animals seven (7) days per week, 365 days per year. d) CONSULTANT shall have business offices and public access areas of shelter to be open to the public on a schedule designed to benefit the public and facilitate the services established in this Agreement, provided that the public hours and access be a minimum of six (6) days per week and forty (40) hours per week . CONSULTANT shall post the public hours on its website, and inform CITY and Contract Cities in writing of any change in hours . e) CITY acknowledges and agrees that, until the renovations described in Exhibit Dare completed, CONSUL TANT may be unable to be fully staffed and operational in accordance with this Paragraph 3, and may request to operate at a reduced schedule at its reasonable discretion. Consultant's project manager shall make any such request to City's project manager, whose consent shall not be unreasonably denied, delayed, or conditioned. f) CONSUL TANT shall observe the following holiday closures for public hours: January 1 (New Year's Day) Martin Luther King's birthday Memorial Day July 4th (Independence Day) Labor Day Thanksgiving Day Day after Thanksgiving Christmas Eve (1/2 Day) Christmas Day 4 . Dead Animal Services a) CONSULTANT shall provide storage facilities, disposal Page 16 of 25 mechanisms, administrative personnel, and any other personnel, supplies and equipment reasonably required to perform the following services ("Dead Animal Services"): i. Identification of and notification to the owner of the dead animal, whenever possible; and ii. Disposal of the body of the dead animal. CONSUL TANT shall offer animal owners the option to pay for cremation services, in which case, CONSUL TANT shall arrange for cremation with the appropriate subcontractor. b) CONSULTANT shall subcontract with one or more subcontractors for the maintenance of a dead animal storage facility as well as collection of dead animals and maintenance of the facility and equipment, all at CONSULTANT's sole expense. 5. Wildlife a) The impoundment of wildlife shall be managed by CONSUL TANT staff. An assessment of wildlife shall be done by medical staff, if necessary. If the animal is severely injured or sick, a licensed veterinarian shall be consulted, and the case shall be fully documented in accordance with AVMA guidelines. This Agreement assumes that all wildlife animals will continue to be transferred to the Peninsula Humane Society at no cost to the CITY or to CONSUL TANT, as set forth in the Memorandum of Understanding between CONSUL TANT and Peninsula Humane Society dated November 17, 2017. Should Peninsula Humane Society request fees for wildlife intake, CONSULTANT and the CITY shall negotiate in good faith to amend this Agreement per Section 27 .4 herein, to provide for the reimbursement by CITY to CONSULTANT of such fees (upon documentation of such fees by CONSULTANT reasonably satisfactory to CITY). 6. Records Management a) CONSUL TANT and CITY's Animal Control shall maintain joint access to the Chameleon database, as provided for in this section . CONSUL TANT is responsible for keeping the Chameleon database updated in a timely fa~hion. Chameleon data is designated "For Official Use Only," meaning, CONSUL TANT may only use such data for the performance of this Agreement, and not for marketing or any other purposes without the prior written consent of the CITY's City Manager or designee. Annual maintenance fees for the Chameleon software shall be paid by CITY. Repair and replacement cost of the server and supporting hardware, if any, shall also be paid by CITY. CONSUL TANT shall not have access to certain areas of the database, such as saved criminal information (as required by law). CITY shall work with the database programmer/vendor to ensure that such areas of the Page 17 of 25 database are not accessible by CONSULTANT. All data entered into the Chameleon database by any party shall be property of CITY. b) Monthly Report i. CONSUL TANT shall deliver to CITY during the term of this AGREEMENT, and within thirty (30) days of the end of each month, a monthly Animal Shelter and Impound Report summarizing monthly and year-to-date services provided by CONSULTANT for CITY. This report shall include, but not be limited to, the following information: ( 1) Licensing statistics (2) Medical statistics including spay and neuter, microchips, and vaccinations (3) Volume of animals in and out of facility by type of animal and type of outcome. (4) For each animal, which city in which it was picked up (if known). c) Financial Reporting i. CONSULTANT shall deliver to CITY during the term of this Agreement, and within ninety (90) days of the end of each May, an audited financial report covering CONSULTANT's operation of the Palo Alto Animal Shelter. d) Retention of Records, Right to Monitor and Audit i. CONSUL TANT shall maintain records relating to CONSUL TANT's operation of the Palo Alto Animal Shelter for a period of four (4) years after the expiration or termination of this Agreement or until any audits or reviews are completed, whichever comes later, and such records shall be subject to examination and/or audit of CITY, a Federal granter agency, and the State of California for a period of four (4) years after the expiration or termination of this Agreement or until any audits or reviews are completed, whichever comes later. ii. Records/accounts relating to CONSULTANT's operation of the Palo Alto Animal Shelter shall be open and accessible to inspection upon reasonable notice during normal business hours throughout the term of this Agreement and for a period of four (4) years thereafter or until any audits or reviews are completed, whichever comes later. iii. Parties, upon request by either party to the other, shall meet on occasion to consider revisions which may be needed to the reporting forms created to document performance of the Services provided. 7. Fundraising, Marketing and Branding a) CONSULTANT shall create and manage fundraising, marketing, volunteer development and education programs. Local volunteer Page 18 of 25 groups shall be integrated into fundraising and other activities and events when reasonably possible. The "Pets In Need Palo Alto Animal Shelter" shall be the initial brand name of the shelter to be operated by CONSULTANT pursuant to this Agreement, and any logo or name change shall be approved in writing by CONSUL TANT and the CITY's City Manager or designee prior to use. 8. Licensing and other fee collection a) CONSULTANT shall charge fees for services according to the CITY's municipal fee schedule or according to state or local laws. Fees for any services not covered by CITY's municipal fee schedule or state or local laws shall be set by CONSUL TANT. CONSUL TANT shall take CITY's comments into consideration when setting such fees. CITY shall take CONSUL TANT's comments into considefation when setting its municipal fee schedule. b) CONSUL TANT shall manage dog licensing including processing, issuance, and renewals on behalf of CITY and Contract Cities. Licensing information shall be included on all Incident Reports and, additionally, provided to CITY on an as requested basis. CONSULTANT shall collect all associated license fees on behalf of CITY, at the fee amounts set by CITY. Licensing includes the licensing of dogs as defined in Municipal Code Chapter 6.16 as amended from time to time. c) CONSUL TANT shall process citation fees, and shall remit 100% of these fees to the CITY on a quarterly basis. PETS IN NEED shall process and retain all other fees and revenues, including without limitation adoption fees, spay, neuter, impoundment, permit, license, and other fees as listed in the municipal fee schedule. 9. Contract Cities; WeCare Alliance a) CITY and CONSULTANT shall provide services to the City of Los Altos and the Town of Los Altos Hills (the "Contract Cities 0 ) pursuant to the CITY's amended Regional Animal Care and Control contracts approved by City Council on June 2, 2014. These contracts are valid through June 30, 2019 with an option for an additional five-year extension . The Parties agree that this Agreement assumes that the Contract Cities' contracts will be in effect during the entire term of this Agreement. b) CITY shall consult with CONSUL TANT should the contracts with the Contract Cities be amended or terminated, provided that if any such amendment or termination is reasonably expected to result in increased costs to CONSULTANT, such amendment or termination (if initiated by CITY) shall be subject to Page 19 of25 CONSUL TANT's prior written consent. CONSUL TANT shall notify CITY in writing of its consent or lack thereof within forty-five (45) days after receipt of CITY's written request, which request shall include the precise language of such amendment or all relevant details of such termination (whichever applies}. If CONSULTANT consents, the parties shall amend this Agreement (i} to adjust the scope of Services accordingly and (ii) to cover any reasonable cost increases to CONSUL TANT. c) CITY may contract with additional cities, subject to CONSULTANT's prior written consent. CONSULTANT shall notify CITY in writing of its consent or lack thereof within forty five (45) days after receipt of CITY's written request, which request shall include the text of such proposed contracts. If CONSUL TANT consents, CONSUL TANT and CITY shall amend this Agreement (i) to adjust the scope of Services accordingly and (ii) to cover any reasonable cost increases to CONSULTANT. d) CONSUL TANT shall continue membership in the WeCare Alliance (www.sheltersfirst.org}. 10. Cost Overruns or Changes a) If CITY or state laws are passed during the term of this Agreement that require a greater level of service, CITY and CONSUL TANT agree to negotiate in good faith regarding the reimbursement of CONSULTANT for additional costs associated with implementing the new laws. If Parties are unable to agree on reimbursement costs, CONSUL TANT shall document the increased costs and submit to the City Auditor. The City Auditor shall conduct an independent audit. Parties agree to accept the City Auditor's determination of any increased costs. b) If current state laws are amended, repealed, otherwise changed or suspended during the term of this Agreement that reduce, alter, or remove existing relevant mandates, either party may require the other party to meet to discuss possible financial and operational impacts of levels of service per the change in law, including but not limited to any decrease in contract amounts paid to CONSULTANT, provided that no such decrease shall be effective unless agreed by CONSULTANT. 111. CITY RESPONSIBILITIES. CITY shall: 1. Provide an adequate and safe facility for CONSULTANT to perform the Services. 2. Provide Animal Control Officers (ACOs) and their services for CITY and Contract Cities . This shall include maintenance of ACO vehicles Page 20 of 25 and equipment. Establish fees for dog licensing and animal impounding. 3. With regard to the shelter facility, provide and/or pay for utilities, taxes, electricity, water, gas, waste water, recycling, waste (not animal disposal), internet, Chameleon software/database and associated support, and Chameleon server hardware and support (if any), which collectively is estimated to cost approximately $55,000 peryear. 4. Develop and maintain proactive and consistent communication and rapport with CONSUL TANT a) Respond in a timely manner to emails and phone calls b) Communicate and resolve issues and concerns immediately c) Provide excellent customer service to CONSUL TANT staff and customers 5. Develop, in cooperation with CONSULTANT, a disaster preparedness plan 6. Administer the agreements between the CITY and the Contract Cities regarding animal shelter services. Page 21 of25 EXHIBIT "B 11 COMPENSATION CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the schedule below. SCHEDULE Year1 Year2 Year3 Year4 Years Sub-total Basic Services Reimbursable Expenses TO EQUAL AND NOT TO EXCEED (SUBJECT TO SECTION 19 "TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES") $708,000.00 $663,000 .00 $676,260.00 $689,785.20 $703,580.90 $3,440,626.10 $0.00 Total Basic Services and Reimbursable expenses $3,440,626.10 Contingency Funds $200,000.00 (not to exceed $40,000 per year) Additional Compensation for Renovation Delays $60,000.00 Maximum Total Compensation ONE-TIME ADVANCE (not to exceed $5,000 per month; see Exhibit D, Section 15.7) $3,700,626.10 Simultaneous with the execution of this Agreement, CITY shall pay to CONSULTANT One Hundred Seventy Eight Thousand dollars ($178,000) as an advance against the first three months of CONSULTANT's fee. CONSULTANT shall not submit an invoice for the remainder of its fee for the third month until the end of such third month. CONTINGENCY FUNDS CITY shall provide contingency funds to CONSUL TANT in the following circumstances, subject to written approval by the CITY's project manager, and to equal and not to exceed the amount in this Exhibit C: 1. CITY shall provide contingency funds for after-hours and emergency veterinary care if: a. CONSULTANT has already spent at least $10,000 in the past 12 months on a rolling basis on after-hours or emergency veterinary care that was reasonable based on AVMA guidelines; and b. The emergency or after hours treatment being sought is reasonable based Page 22 of 25 on AVMA guidelines. 2. CITY shall provide contingency funds for hoarding cases if: a. CONSUL TANT has already served more than 600 animals from the CITY or the Contract Cities in the past 12 months; and b. The hoarding case involves a minimum of 12 animals brought at once that are expected to stay in the facility for at least 30 days each. 3. CITY shall provide contingency funds for the actual costs of wildlife intake at the Peninsula Humane Society if: a. The Peninsula Humane Society begins charging for the costs of wildlife services; and, b. This Agreement has not yet been amended to reflect the additional costs of such services. 4. CONSULTANT may also request contingency funds in other unforeseen circumstances. To request contingency funds, the CONSULTANT shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, for such services. In addition to the factors above, CITY may consider whether contingency funds are appropriate within existing funding and workload, and contingency funds shall not be released if CONSULTANT has not exhausted unused or unallocated funds. The CITY shall notify CONSULTANT in writing of its approval or lack thereof within ten (10) days after the date of CONSUL TANT's proposal. If CITY's project manager does not approve CONSUL TANT's request, CONSUL TANT may appeal that decision to the City Manager. If authorized by CITY, the contingency services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's project manager and CONSULTANT, and payment shall be made to CONSUL TANT, no later than ten (10) days after the date of CITY's authorization. Contingency funds are subject to all requirements and restrictions in this Agreement. ADDITIONAL COMPENSATION FOR RENOVATION DELAYS The City shall pay Consultant up to $5,000 monthly for up to twelve consecutive months pursuant to the terms of Exhibit D, Section 15.7 ("Additional Compensation for Renovation Delaysa) of this Agreement. REIMBURSABLE EXPENSES No Reimbursable Expenses are authorized by CITY through this Agreement, unless pursuant to a written amendment to this Agreement as provided for herein . ADDITIONAL SERVICES No Additional Services are authorized by the CITY through this Agreement, unless pursuant to a written amendment to this Agreement as provided for herein . Page 23 of25 REQUIRED YES YES YES YES YES YES INSURANCE YES YES EXHIBIT 11C" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A :VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: MINIMUM LIMITS TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE WORKER'S COMPENSATION STATUTORY EMPLOYER'S LIABILITY BODILY INJURY $5,000,000 $5,000,000 GENERAL LIABILITY. INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $5,000,000 $5 ,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 $1,000,000 -EACH OCCURRENCE $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED , NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000 ,000 BODILY INJURY AND PROPERTY $1 .000 ,000 $1,000,000 DAMAGE, COMBINED PROPERTY INSURANCE ALL RISK, FULL REPLACEMENT INSURANCE \/.II.I I I&: BUSINESS INTERRUPTION PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN ALL DAMAGES $2,000,000 APPLICABLE), AND NEGLIGENT PERFORMANCE THE CITY OF PALO AL TO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN. IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONTRACTORS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS Page 24 of25 UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF CONSULTANT UNDER THIS POLICY. C . NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITIEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITIEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. II. INSURANCE COVERAGE MUST INCLUDE: 1. A PROVISION FOR AWRITIEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND 2. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT'S AGREEMENT TO INDEMNIFY CITY. 3 . DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. Vendors are required to file their evidence of insurance and any other related notices with the City of Palo Alto at the following URL: https://www.planetbids.com/portal/portal.cfm?Company1D=25569 OR http://www.cityofpaloalto.org/qov/depts/asd/planet bids how to.as Q Page 25 of25 . EXlllBITD USE OF PREMISES SECTION 1. USE OF PREMISES. Consultant shall have the exclusive right to enter and use the Premises during the tenn of this Agreement for the sole purposes of perfonning the Services and fulfilling Consultant's obligations under the Agreement, as detailed in this Section 1 ("Use of Premises") of this Exhibit D. Consultant shall have the right to pennit Consultant's employees, agents and subcontractors to enter and access the Premises for the sole purposes of perfonning the Services and fulfilling Consultant's obligations under this Agreement. Consultant shall have the right to exclude third parties and trespassers onto the Premises. Notwithstanding the foregoing, City's Animal Control Officers and their supervisors have the right to enter the Premises at any time. In addition, City has the right to enter Premises at any time for the purposes of inspection, emergency response and the perfonnance of City obligations under this Agreement. Consultant shall, at City's request, promptly remove any of Consultant's property or Consultant-installed improvements on the Premises to allow City access to the utilities or other City owned facilities/property. In the event City deems it necessary, for purposes of health, safety or building code requirements, in City's sole discretion, City shall have the right to move, alter or remove any such property or improvements and City shall be responsible for promptly restoring or returning the same to its prior condition. SECTION 2. CONDITION OF PREMISES, CLEANING AND MAINTENANCE. 2.1 Condition of Premises, Routine Interior Cleaning and Janitorial Activities. In connection with its use, Consultant shall maintain the Premises in a clean, safe, secure, orderly, and sanitary condition, consistent with a commercially reasonable standard for a well-run animal shelter facility, so far as the Premises may be affected by Consultant's activities under this Agreement. Specifically, Consultant shall undertake routine cleaning and janitorial activities as necessary to maintain the interior of the Premises in an orderly condition, as above, provided that nothing in this section shall obligate Consultant to make any alterations or capital improvements to the Premises. Consultant shall maintain all of its own equipment, furnishings and trade fixtures upon the Premises which are required for the maintenance and operation of the Palo Alto Animal Shelter. 2.2 Maintenance and Utilities. Outside of Consultant's responsibilities for routine interior cleaning and janitorial activities in Section 2.1 of this Exhibit, City shall be responsible for the maintenance of the interior and exterior of the Premises and the surrounding grounds, including (without limitation) the maintenance, repair, and replacement of the roof, building structure, improvements, and the HV AC, electrical, plumbing, and other building systems. City shall perfonn any alterations to the Premises (1) required by applicable laws or laws of general application (i.e. ADA, seismic regulations, and building codes) and (2) to ensure that utilities (including, without limitation, water, gas, and electricity) are available to the Premises, in amounts sufficient for Consultant to perform the Services. In the event of a utilities outage, the City will work diligently to restore availability as quickly as possible. City shall promptly perform its obligations under this Section 2.2 ("Maintenance and Utilities"). In the event of a maintenance issue that impacts the health and safety of the operations, the City shall respond within 24 hours of receipt of notice from Consultant to develop an action plan to address the issue in an expedited timeframe. SECTION 3. HAZARDOUS MATERIALS. 3.1 Environmental Laws. "Environmental Laws" means any applicable federal, state or local laws and regulations relating to Hazardous Material (including, without limitation, its use, handling, transportation, production, disposal, discharge or storage) or to human health and safety, industrial hygiene or environmental conditions in, on, under or adjacent to the Premises, including without limitation soil, air and groundwater conditions. 3.2 Hazardous Materials. "Hazardous Materials" means any substance, material, waste, pollutant or contaminant which is regulated by applicable Environmental Laws as being hazardous, toxic, flammable, carcinogenic, explosive or radioactive, or is potentially injurious to the public health, safety or welfare or the environment. 3.3 Release. "Release," when used with respect to Hazardous Materials, means any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, depositing, or disposing on, in, under or adjacent to the Premises, or any improvements constructed hereunder by or on behalf of the Consultant, or in, on, under or adjacent to the Premises or any portion thereof in violation of Environmental Laws. 3.4 Remediation. "Remediation" (and derivatives thereof such as an without limitation "remediate"), when used with reference to Hazardous Materials, means any activities undertaken to clean up, remove, contain, treat, stabilize, monitor or otherwise control Hazardous Materials located in, on or under or adjacent to the Premises, or which have been or are being, or risk of being Released into the environment. Remediation includes, without limitation, those actions included within the definition of "remedy" or "remedial action" in California Health and Safety Code Section 25322 and "remove" or "removal" in California Health and Safety Code Section 25323, and as may be amended from time to time. 3.5 No Hazardous Materials. Consultant covenants and agrees that Consultant shall not, nor shall Consultant permit any of Consultant's officers, employees, agents, or subcontractors, to cause or pe1mit any Hazardous Material to be brought upon, kept, used, stored, generated, deposited or disposed of in, on, under or adjacent to the Premises in violation of Environmental Laws, provided that Consultant may store and use such substances in and on the Premises in such limited amounts as are customarily used in the operation of an animal shelter such as the Premises so long as such storage and use is at all limes in full compliance with all applicable Environmental Laws and permits. Consultant shall notify the City as soon as possible within 24 hours if and when it learns or has reason to believe that there has been any Release of Hazardous Material in, on, under or adjacent to the Premises. The City may request Consultant to provide adequate information for City to determine that any Hazardous Material permitted hereunder is being handled in compliance with all applicable Environmental Laws, and Consultant shall promptly provide all such information. In the event that any Hazardous Material is Released in, on, under or adjacent to the Premises by Consultant or any of Consultant's officers, agents, employees, or subcontractors, Consultant shall promptly undertake all necessary actions to Remediate the contaminating Hazardous Material from the Premises and to return the Premises and other City property affected thereby, to the condition existing prior to such Release, or its reasonable equivalent or better, and otherwise investigate and Remediate the Release in accordance with applicable Environmental Laws, at no cost to City. Notwithstanding the foregoing, and excluding Consultant's notice obligations under this Section, Consultant shall have no Remediation obligations under this Section for (i} the mere discovery of any preexisting condition, or (ii) any conditions arising out of any action or inaction of City, its Council members, officers, employees, agents or subcontractors, and not contributed to by any action or inaction of Consultant or Consultant's officers, employees, agents, or subcontractors, (iii) any conditions arising out of any action or inaction of third party vendors that are not an agent or subcontractor of Consultant, and not contributed to by any action or inaction of Consultant or Consultant's officers, employees, agents, or subcontractors, (iv) any conditions arising out of any action or inaction of a third party, not an agent or subcontractor of Consultant, and not contributed to by any action or inaction of Consultant or Consultant's officers, employees, agents, or subcontractors. 3.6 Hazardous Material Indemnity. Consultant shall, on behalf of itself and its successors and assigns, indemnify, defend and hold harmless City, its Council members, officers, employees and agents ( each a "City Indemnified Party"} from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses (including, without limitation, diminution in value of the Premise, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premise, damages arising from any adverse impact or marketing of the Premises and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, reasonable attorneys' fees, reasonable expert fees, judgments, administrative rulings or orders, fines, penalties, costs of death of or injury), to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or adjacent to the Premises by Consultant, or Consultant's officers, employees, agents or subcontractors, of Hazardous Material, or by any such party's failure to comply with any applicable Environmental Law, whether knowingly or by strict liability. Such Consultant indemnity obligations include, without limitation, and whether foreseeable or unforeseeable, all costs of any Hazardous Materials management plan, closure, investigat.ion, repairs, and Remediation and restoration of the Premises to its prior condition. For purposes of such indemnity obligations, any acts or omissions of Consultant, its officers, employees, agents, or subcontractors (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Consultant. Consultant shall provide the City with written notice of and afford City a full opportunity to participate in any discussions with governmental regulatory agencies regarding any settlement agreement, Remediation or abatement agreement, consent decree, permit, approvals, or other compromise or proceeding involving a Release of Hazardous Materials in, on, under, or adjacent to the Premises by Consultant or Consultant's officers, employees, agents, or subcontractors as detailed in this Section. Notwithstanding the foregoing, Consultant shall have no obligation to indemnify the City or any City Indemnified Party for (i) the mere discovery of any preexisting condition, or (ii) any conditions arising out of any action or inaction of City, its Council members, officers, employees, agents or subcontractors and not contributed to by any action or inaction of Consultant or Consultant's officers, employees, agents, or subcontractors, (iii) any conditions arising out of any action or inaction of third party vendors that are not an agent or subcontractor of Consultant, and not contributed to by any action or inaction of Consultant or Consultant's officers, employees, agents, or subcontractors, (iv) any conditions arising out of any action or inaction of a third party, not an agent or subcontractor of Consultant, and not contributed to by any action or inaction of Consultant or Consultant's officers, employees, agents, or subcontractors. SECTION 4. DAMAGE TO UTILITIES. Consultant shall exercise reasonable care to not do anything in, on, under or adjacent to the Premises that damages any City utilities (e.g. gas, water, wastewater, fiber, electric) located in, on, under or about the Premises. Consultant agrees to reimburse City within thirty (30) calendar days of City's written request for any damages caused to City owned utilities caused by a failure of PIN to exercise reasonable care the Premises. SECTION 5. [RESERVED BY AGREEMENT OF THE PARTIES] SECTION 6. SURRENDER; DUTIES UPON TERMINATION OR EXPIRATION. Upon the expiration or earlier termination of this Agreement, Consultant shall immediately surrender the Premises in the same condition as received upon completion of the improvements detailed in this Agreement and any other improvements completed by City during the term of this Agreement (excepting reasonable wear and tear; casualty not caused or contributed to by Consultant or its officials, employees, agents or subcontractors; or condemnation not caused or contributed to by Consultant or its empl9yees, agents or subcontractors), broom cleaned, walk-through with City staff completed, and free from hazards that are not pre-existing and were not introduced by the City or its officials employees, agents or subcontractors and clear of all debris that is not pre-existing and was not introduced by the City or its officials, employees, agents or subcontractors. At such time, Consultant shall remove all of its property from the Premises hereunder, and shall repair, at its cost, any damage to the Premises caused by such removal. Consultant's obligations under this Section shall survive any termination of this Agreement. Consultant shall deliver to the City the originals of all books, permits, plans, records, licenses, contracts, and other documents pertaining to the Premises and its operation, any insurance policies, bills of sale or other documents evidencing title or rights of the City, and any and all other records or documents pertaining to the Premise, whether or not enumerated herein, which are requested by the City or necessary or desirable for the ownership and operation of the Premise, which are in the Consultant's possession. Consultant shall also deliver to City all keys, alarm codes, passwords, and other items used to secure the Premise . Consultant further agrees to do all other reasonable things reasonably necessary to cause an orderly transition of the management and operation of the Premises. The provisions of this Section shall survive the expiration or earlier termination of this Agreement until the obligations of the Consultant under this Section are fulfilled to the reasonable satisfaction of the City. SECTION 7. REPAIR OF DAMAGE. If any portion of the Premises or any property of City located in, on, under or adjacent to the Premises is damaged or at risk of damage by any of the activities conducted by Consultant or anyone acting by or through Consultant, Consultant shall immediately notify City in writing of such damage or risk of damage. City may remedy, but shall not be obligated to remedy, such damage or risk of damage at Consultant's sole cost, or City may elect to witness Consultant's repair work. In the event City elects not to remedy such damage or threat, Consultant shall repair any and all such damage and restore the Premises or such property to its previous condition subject to City's inspection, review and approval. SECTION 8. CITY'S RIGHT TO CURE DEFAULTS BY CONSULTANT. If Consultant fails to perform any of its obligations under this Exhibit D to restore the Premise, remove or alter improvements or repair damage, or if Consultant defaults in the performance of any of its other obligations under this Exhibit D within a reasonable time after demand by City, then City may, at its sole option, remedy such failure at Consultant's expense; within ten ( I 0) days of receipt of a bill, Consultant shall promptly reimburse the City's actual reasonable costs (including without limitation all costs, damages, expenses or liabilities incurred by City, reasonable attorneys', experts' and Consultants' fees) in remedying or attempting to remedy such failure, or City may reduce any outstanding amount due to Consultant under the Agreement by the cost to City of such remedial action. In the alternative, the cost thereof may be made a lien on Consultant's property as provided in section 12.12.010 of the Palo Alto Municipal Code. Any such remedial action by City shall not be construed as a waiver of any rights or remedies of City under this Exhibit D or the Agreement, and nothing herein shall imply any duty of City to do any act that Consultant is obligated to perform. Consultant's obligations under this Section shall survive the expiration or earlier tennination of this EKhibit D. SECTION 9. GENERAL PROVISIONS. (a) If Consultant consists of more than one person, the obligations of each person shall be joint and several. (b) Consultant may not record this Exhibit Dor any memorandum hereof. ( c) Any sale or conveyance by City of the Premises, the provisions of Section 19 ("Termination or Suspension of Agreement or Services") of this Agreement shall govern. SECTION 10. HOLDING OVER. If Consultant remains in possession of the Premises or any part thereof after the expiration of the term of this Agreement, or any renewal option thereto, such occupancy shall be a revocable license from month to month with all the obligations of this Exhibit D applicable to Consultant. Nothing contained Exhibit D or in the Agreement shall give to Consultant the right to occupy the Premises after the expiration of the term of this Agreement, or any renewal option thereto, or upon any earlier termination . SECTION 11. WAIVER OF CML CODE. Consultant expressly waives. the benefit ofany statute now or hereinafter in effect, including the provisions of sections 1941 and 1942 of the Civil Code of California, to the extent applicable, which would otherwise afford Consultant the right to make repairs at City's expense or to terminate this Agreement because of City's failure to keep Premises in good order, condition and repair. SECTION 12. ALTERATIONS BY CONSULTANT. Consultant shall not make any alterations or improvements to the Premises without obtaining the prior written consent of the City Manager, except for alterations or improvements that cost less than Ten Thousand Dollars ($10,000 .00) and which do not affect any building systems or the structural integrity or any structural components of the Premises. 12.1 Ownership of Improvements. All improvements constructed, erected, or installed upon the Premises by Consultant must be free and clear of all liens, claims, or liability for labor or material and shall become the property of City, at its election, upon expiration or earlier tennination of the term, and shall remain upon the Premises upon expiration or earlier termination of this Agreement. Any furniture, trade fixtures installed by Consultant, equipment or other property of Consultant (whether obtained prior to or during the term of this Agreement) shall remain the property of Consultant. Consultant shall restore the Premises to the condition prior to Consultant's installation of such trade fixtures, consistent with Section 6 ("Surrender; Duties Upon Termination or Expiration") .. 12.2 Indemnity for Claims Arising Out of Construction. For the avoidance of doubt, included in Consultant's obligations under Section 16 ("Indemnity; Limitation of Liability") of the Agreement to which this is an exhibit, is Consultant's obligation to indemnify, defend and hold hannless City Indemnified Parties against all Claims arising out of construction and maintenance work perfonned on the Premises by Consultant or caused to be performed on the Premises by Consultant. 12.3 Certificate of Inspection. In the event Consultant will perform, or cause to be performed, any construction, improvement or alteration or any other work on or to the Premises for which City requires a certificate of completion, then upon completion of any such construction, improvement or alteration, Consultant shall submit to the City Manager a Certificate of Inspection, verifying that such construction, improvement or alteration was completed in conformance with Title 20 of the California Code of Regulations for residential construction, or in conformance with Title 24 of the California Code of Regulations for non-residential construction, as applicable. 12.4 As Built Plans. Consultant shall provide the City Manager with a complete set of reproducible "as built plans" reflecting actual construction within or upon the Premises upon completion of any: (i) new construction or (ii) structural alterations. SECTION 13. ASBESTOS NOTIFICATION. Consultant acknowledges that City has advised Consultant that the Premises contains, or because of its age, is likely to contain asbestos-containing materials ("ACMs"). If Consultant undertakes any alterations, additions, or improvements to the Premises, Consultant shall do so in a manner that avoids disturbing any ACMs present on the Premises . If ACMs are likely to be disturbed in the course of such work, Consultant shall encapsulate or remove the ACMs in accordance with an asbestos-removal plan approved by the City and otherwise in accordance with all applicable laws, including giving all notices required, if any, by California Health and Safety Code§§ 25915-25919.7, as may be amended. SECTION 14. MATERIAL CASUALTY 14.1 Damage and Repair. If a Material Casualty (as defined herein) occurs, then the City shall detennine, in its sole and absolute discretion, whether it wishes to continue to operate the Premises as an animal shelter. The City's failure to provide written notice to Consultant of such election within thirty (30) days after the occurrence of a Material Casualty or other damage or destruction of the Premises shall constitute the City's election to continue the operation of the Premises as an animal shelter. If the City elects (or is deemed to elect) to continue the operation of the Premises as an animal shelter after a Material Casualty, or if the Premises is damaged but such damage does not constitute a Material Casualty, then the City shall promptly reconstruct or repair the destroyed or damaged portion of the Premises. City shall pay all costs of repairing and reconstructing the Premises. A "Material Casualty" is a total destruction of the Premises or any damage to the Premises the repair of which would exceed the City Manager's Council-delegated contracting authority under Palo Alto Municipal Code section 2.30.210, depending on the applicable contract types in relation to the repairs required. 14.2 Termination. If City notifies Consultant in writing within thirty (30) days after the occurrence of a Material Casualty that the City elects to not continue the operation of the Premises as an animal shelter after such Material Casualty, then the Agreement shall immediately terminate as of the date such notice is delivered to Consultant. In the event of such termination, (i) City shall pay Consultant's reasonable costs in winding down the operations at the Premises, including, but not limited to, any costs associated with the tennination of employees by Consultant and (ii) Consultant shall be entitled to retain its prorated compensation amount for the quarter in which termination occurs (prorated for the number of days in such quarter that elapsed up to the date of termination). 14.3 Continuation. If the City elects (or is deemed to elect) or is obligated to reconstruct or repair the damaged portions of the Premises because such damage does not constitute a Material Casualty pursuant to Section 14. l ("Damage and Repair"), the City and Consultant shall make a determination as to whether the Premises will continue to operate during the reconstruction/repair period. If the parties mutually determine (in their respective reasonable discretion) that the Premises will operate during such period, this Agreement shall remain in full force and effect. Otherwise, Consultant's obligations to provide animal shelter services under this Agreement shall be suspended during such period. In the event of such suspension, (i) City shall pay Consultant's reasonable costs incurred by Consultant during any such suspension of operations and (ii) Consultant shall be entitled to retain its prorated compensation amount for the quarter in which suspension occurs (prorated for the number of days in such quarter that elapsed up to the date of suspension). City shall further pay all reasonable costs incurred by Consultant due to such suspension. If the parties desire, during the suspension period, the parties may negotiate in good faith to try to provide for animal shelter services to the best of the parties' reasonable abilities under the circumstances of such a suspension. SECTION 15. CITY IMPROVEMENTS TO PREMISES. The City has worked with Consultant to identify improvements to the Premises. The City shall improve the Premises as follows, subject to the Contingencies described in this section: 15.1 Expansion of Existing Medical Suite. The City shall expand the medical suite at the Premises to accommodate more animals and offer more privacy to customers. The remodeled medical suite shall expand into the office area for the shelter and shall offer separate entrances for medical customers, separate treatment, recovery, and preparation areas, as well as a lobby for medical customers. The expansion will not be inconsistent with the plans entitled "Floor Plan -New Medical Area" that Consultant provided to City, attached as (Exhibit D-1 ), to the extent practicable and feasible based on site requirements and architectural-or engineering-based considerations. The City shall abate asbestos and lead paint within the medical suite area of the Premises. Expected Timeline: Design and Review Timelines: A/E Consultant Procurement: November 8 -December 30, 2018 Schematic Design/ Design Development: January 2, 2019 -February 25, 2019 Construction Documents: February 28-March 22, 2019 Building Permit: April 4-May 5, 2019 Procurement and Construction Timelines: General Contract Bidding/Procurement: April 25 -July 7, 2019 Construction: July 24 -November 14, 2019 Note: During construction, the building will be closed, and staff will need alternative worksites. All other parts of the building should still be open. 15.2 Addition of New Modular Building. The City shall place a modular building on the site to supplement the existing building. The building shall be used for offices as well as for meetings and educational programs for the public. The modular building shall be connected to utilities and will likely require a concrete pad. The modular building will not be inconsistent with Exhibit D-2, to the extent practicable and feasible based on site requirements and architectural-or engineering-based considerations. The City will place one (1) construction-type trailer within sixty (60) days as temporary accommodations until the modular building is installed and operational. Expected Timeline: Design and Review Timelines: Design: November 8, 2018 -February 25, 2019 ARB Review: January IO, 2019-February 8, 2019 Building Pennit (concurrent): January I I, 2019 -May 4,2019 Procurement and Construction Timelines: Procurement (9 steps): February 28 -May 12, 2019 Construction (4 major steps): May l, 2019 -July 28, 2019 15.3 Renovation of Existing Dog Kennels. The City shall renovate the existing dog kennels located at the Premises to ensure that all kennels are operable and expected that this work shall be done by March 15, 2019. The renovation shall be as described in Exhibit D-3, to the extent practicable and feasible based on site requirements and architectural-or engineering-based considerations. 15.4 Construction of New Dog Kennels. The City shall construct 16 new kennels on the Premises. Construction is expected to be complete by July 30, 2020. The new kennels will be constructed of galvanized steel, will be air-conditioned and heated, and located as close as possible to the existing dog kennels and medical area, to the extent practicable and feasible based on site requirements and architectural-or engineering-based considerations. Interior and exterior runs shall be of material size and quality not inconsistent with the applicable items as set forth on Exhibit D-4, to the extent practicable and feasible based on site requirements, architectural-or engineering-based considerations, and procurement requirements applicable to the City as a public entity. 15.5 Total Cost. The total cost of these improvements above is expected to be approximately $3.4 million, not including staff time, as estimated at the time as of the execution of this Agreement, and shall be fully paid for by the City of Palo Alto. 15.6 Contingencies . The Parties acknowledge that the improvements in this Section are subject to conditions which may alter the scope of the aforementioned improvements and could prevent one, some, or all of them from being constructed . These conditions include, but are not limited to: (a) Permitting and architectural review; (b) Appropriation of sufficient funds, as decided by the City Council; (c) Compliance with all laws, regulations, permits, and conditions, including CEQA; and (d) Changes in the prices for construction and materials. 15.7 Additional Compensation for Renovation Delays. Due to facility inadequacies, that would be remedied by the completion of the renovations outlined in sections 15.1, 15.2, and 15.3, the City will provide additional compensation to Consultant up to five-thousand dollars ($5,000) per month, should the City be unable to substantially complete the renovations in the time periods outlined in sections 15.1, 15.2, and 15.3. The additional compensation must be specifically documented and related to costs Consultant incurs as a result of facility inadequacies that would be remedied by the completion of renovations. 15.8 All work perfonned by the City shall be performed in a workmanlike manner, in compliance with all applicable laws., City shall take reasonable steps to perfonn such work in a manner which results in minimal disruption to Consultant's activities in the Premises. Consultant will take reasonable steps to accommodate City's work. The City shall enforce all applicable third party warranties at the request of Consultant. City shall promptly obtain final certificates of occupancy for all applicable portions of the Premises. 15.9 Renovation Timeline Updates. City shall provide renovation timeline updates to Consultant on a quarterly basis or more frequently upon request. Six months after the commencement of the construction of the improvements detailed in this Agreement, the parties will meet to review whether the renovation timelines stated herein are on track. City shall provide renovation timeline updates to Consultant on a quarterly basis or more frequently upon request. If, in Consultant's reasonable determination, there is excessive delay in any renovation timelines stated herein, and City is not diligently pursuing completion of the improvements detailed in Section 15.1, 15.2, or 15.3, Consultant may terminate this Agreement upon sixty (60) days' written notice to City. Palo Alto Animal Shelter 3281 East Bayshore Rd., Palo Alto, CA Legend " !# $ % "# & ' ()*( +,-.43+56* 789:*3483 *349*6+ *3; (),4- :,8:6, <-89 85- =*>+)4: +),6(,- <*7464(0 ; A4(0B *3; *+ * A4(0 8< 2*68 16(8 +,-.47, :*-(3,- +437, CDEFG +),6(,-43>G -,)894> *77,++H(8H7*-, +,-.47,+ (8 *349*6+ *3; (),4- :,8:6, 43 (), 2*68 16(8G I8+ 16(8+ J466+ K5-4+;47(483+L O & N O P Q ( * (49, @),3 :,8:6, -,:8-( <,,643> *3 53:-,7,;,3(,; ;,>-,, 8< ;4+7833,7(48+G 7*-43> -,6*(483+)4:+ @4() 789:*3483 *349*6+ 7*3 S, 64<,+*.43>L 2TUV+ +(-*(,>534(0 @,663,++ 4+ (8 +,-., *349*6+ *3; (), :,8:6, @)8 68., (),9L !WXYZW X! "\]\]^# O ! abcd efghcdi `cjkf lfm nop qarbgafim stu fghcdi vaibkwkq xybigqk az b{k |e }{kdbkwm ~p {kdbkw € ahhyfgb‚ }rc‚ƒfkybkw }yw„kwgkim …p~ ki‡yk ˆwayr }rc‚‰Škybkw }yw„kwgkim …~ ahhyfgb‚ ‹c‡‡gfki eqhgfgibkwkqm p…op ƒi{kdbkw ‹adyfbkkw Œaywim …uu aywi az |wazkiigafcd Žk{c gaw eiikiihkfb € aqgzg‡cbgaf `wcgfgf„m stu ! O ‘ !" #$ % #& '%(%&) * $ ( &) * + ,-../012345678339:5;<=>?43<350@<A35=7404B30;3<?4=07014B32? !! EFGHIJJFEFKLMNOPQFRFESTIUVWXYZ[\]W^_WY`^\^]abZcaXZ^`]WV\`_deYc]fmnogpqrmstmYjsqsruigcungsj]mvqjtw{|}~€ ‚ƒ€x„…{|}~ Ž‡ ‹ ‘’’“”•–—›Œš›œ–‰š‰› ‰ž ‘’’“ ŸšŠ‰›Œš›œ–‰š‰› ‰™ › œ‰™‰›‹‹‡Ž‰ ‰‹‰–™š›‰ Ž‡ ‹ ¡’’“”•–—¢š‰£ •™‰›‹Œž ¡’’“ ¤‡š›Š‰›¢š‰£ •™‰›‹Œ Œ¦‰ˆ §¨›š™ ˆ©ªŠ‰–««¨†©¬¨ š¢‡› ˆŠ‡Œ‹‡˜¨†©Œ‹ ®‡Œ‰‹Ž•Œ šš›œŒ˜–‡™¯ šš›œŠ‡›‹–‡ˆ‡š‰–¯‡°¨†©Œ™ › œ‰ ›š™ ˆŒŽ–‡ œ¯‹‹‡Œ¯‰ˆ‹‰–±–‰Œ ˆ¢›œš›˜‰°‰–š™£‡ › Œ¤‡¦‰ˆ §¨†©¬Œ‰–ššŠ‰Œ£‰–˜‡–™‰ ®Š‡ˆˆ Ž‡– ¢‡›°š‹¯†š‹•¨†©ŒŒš›² ›³ ‹‰‡ ¡’´ˆ‡°‰–Š‡Œ‹Œ‹¯ ›¥¨£‰–µ²¨©£‰– ‹‰Œš›¥ ˆ‡¨ˆ‹‡ ¡’´ŒŠ‡–‰Œ‰–ššŠ‰Œ¶›Œ˜Œ‹– •Œ‰–£–‡œ– ™Œœ–‰›‹”¼– š›š›œ › ³šŠ–‡Š¯š£–•Š –‰ ¥‰–˜‡–™ŒŠ‡–‰Œ‰–ššŠ‰Œ¶¨ ‡£¢‡›Œ·›‹ ¸‰‡˜Œ‹– •Œ¹‡ˆ ›‹‰‰–£–‡œ– ™Œº‡Œ‹‰–š›œ»‰¯ šš‡–¨ŒŒ‰ŒŒ™‰›‹”¼– š›š›œ¹ ŠŠš›‰ › ³šŠ–‡Š¯š£†ˆš›šŠŒ¹‰‹‰–š› –•Š –‰ ! " # ! " $%&'(! ) " * + , - ! " .- */0 0 1 2 . " 3 *+.4+.4+5#7 *! 67 9::; 8 9<:; CDAB@DEBFDC@FGIJKJD@DJLFLMPORSJTFLDU@JGMLAHBWLFDA@WDXJDH?L[FDVP_`OabSc_Ode_OfagGLFBIVhiYJTFLDU@ADLMDHBDA@WDXJDHYZFDVj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eff`ghUifj`gkliminWgijil`blUkohVjcg`pimWgijil`bWcolXmYccqVjcg`pimWgijil`bkfjgircfcmolmccqcq stu"!" #v v% wx % y" w#%"%z w|} %% #! v" w~v € % nijcg`pim stu"!" #v v% w ‚ƒ ' %v { „…€ ˆimog`ˆoncc stu"!" #v v% w ‰Š‹Œ† ginŽ[]kmˆbeqcqkmncc stu"!" #v v% w Š ‹Œ s‘ol stu"!" #v v% w’"ww“ww{y'"‡ w" %‡ € wv ‡" {" !" #g–Veogc`ˆ•`mqŽilocglstu"!" #v v% w˜ %šoig—`mk›`pimœko•} ˜ % ! !"#$% !&'(() *# +,- ./ 0123456780723,45498/::-;<=><?;@A:/AB/-@C;/:A ;DE: @/E@NOPQRSJTUVWXJGWYZJVUOJ[\VZTWG]T !"#$%&$'(' '&$)"*$+',"&$#%,$..4506789:;%<<:< =>:?@A:=@?BCD@E:F:=:BG@CB@E:,G@H7=<,C=?@G@9:OPQRSTUVJOKLWMLXYZ[\X]^_`ab`cY`d\\d\Xe_df`YfddYe_`\Yghij[cke_dj_[lag[\b`Yka^eed_Yg! &n7?7o8:@C9=<:DnDG@:@E:!78C%8@C?E:8@:DCp:D7@GC=G=G?q78H:7Dr 7Hstss;%pDG8stsuvG=@E:7AC9=@CBwxttytttz{Z`ali[\aYZ[Y€ dfd^_YdY[h[\\^[hdei_[Y`\jm^bjiY‚ƒ„…†fd_‡`ac[hˆi[_V‰ŠYZ_d^jZcd\ib`\cdligYdYZidei_[Y`d\dfYZi|[hd‹hYdaZihYi_Œ ia`Y`aiŽ^`Y[mhifd_YZi `Ykdf|[hd‹hYdYde[kYd_^\YZiaZihYi_dei_[Y`d\a‚cd\aY`Y^i\Ya[\bYZdaifd_’ZdlYZikcdhhicY[fiiYdbdad‚“da‹hYda[\b“dabfd_|}~Yd^\bi_’_`Yi[cciaaXYdXc[_id^Y_i[cZai_ `cia‚ƒ•„g€€€†YZ[Ya^ee[\biŽ^`Y[mhie_dj_[lafd_`\X]^_`ab`cY`d\[\`l[ha[\bYZi`_eidehiŒ–iYi_`\[lib`c`\iagfddbgdYZi_cd\a^l[mhiag[\biŽ^`eli\YcdaYaZ[ iaYiiehk_`ai\dki[_adfYZicd\Y_[cYg[fficY`\jYZii—ei\aia_iŽ^`_ibYde_d `biZ`jZXŽ^[h`YkDH,7pG@78 ApDC>:A:=@?BCD =qD:7?:<%=GA78˜:88;o:G=™7=<%<Cp@7oG8G`jZh`jZYib`\YZi `Yk[^b`YcdlehiYib`\š€›gYZiaZihYi_f[c`h`Y`ia[Ye_iai\Y_e_[cY`cidf`\b^aY_kXaY[\b[_bgmiaYe_[cY`ciafd_[\`l[haZihYi_`\jŒ i_Y[`\li\Ya[_i\iibibYdm_`\jYZic^__i\Yf[c`h`Yk^eYd`\b^aY_kaY[\b[_bafd_Z^ljdfcdle[\`d\[\`l[haŒGApDC>:A:=@?nG889p™D7<:@E:B7qG8G@HoH7<<G=™qDG@Gq78=:n?p7q:?@CEC7=<@D:7@?A7887=GA78?7=<q7@?y7=<oHA7œG=™?7B:@HGApDC>:A:=@?@C@E::=:8?z‹cdle_iZi\a` i[ee_d[cZYd^ej_[b`\jYZiaZihYi_f[c`h`Y`ia`a\iibibYb`ai[aicd\Y_dhgdbd_cd\Y_dhg[\b[cd^aY`cag[\bYd_ib^ciaY_iaa[\bc_i[Yi[i\Yfd_YZi[\`l[haŒ‡^_YZi_g’i^_ji\Yhk\iiba[figaij_ij[Yiblib`c[hi—[lb’ihcdl`\jae[ciaYdf[c`h`Y[Yiadc`[h`ž[Y`d\[\b `a`Y[Y`d\fd_c[Ya[\bal[hhYd[bdeY`d\Œ`ag’i_icdlli\bm^`hb`\j[\i’gal[hhm^`hb`\jd\YZii—`aY`\je[_cihYde_dbb`Y`d\[hae[ciafd_c[Ya[\bal[hh[\`l[haYdmii—[l`\ibmk iYi_`\[_`[\a[dc`[h`žibŒ¡¡¢P¢Q£KO¤¥MMPK£¡¦LMMP§J¨K©MRQL¨QPM£P¢KOK¡Q¨PMLJPQª¢J¢P«¢P¬©KPJK£¡ ! # $ % $% % % $ #%#'&() $ $ $+,-./ $ 0 1 $% # 2 #$ # 944:;<=5>4?@AB4:7?4C@:D54EC@4C@7AC=FFGH4I@DJJA5?=KF4 # LM $% #N % #$ $% # % O $ LL % #$ $ C7@G;=@:=C?R5=IST4Q@45SB4@Q5CZW[W\Y][^_`ab[_cXd`\efgeheigjkl`^ddY_WbmXnaZYVnmX_Zoabb`[_Wa_[^dXpdYYqY_WoaW\W\Y]aWm_[WW[WdXrs_Y^WYdsdYW^d_tYdXb`XWVW[jXb[Uba[_Vvz{|x/}~€ x‚ƒ/z~//ƒ{„/wƒ€ € x…ƒ€†‡ˆ{~€€ x|{/€x‰xz€ƒŠx‹/zƒx„€ƒŒz‡yy†z€ƒzx/ˆ‡/x‚{„|~„ƒzƒ ‡yˆx/€ ‡z€ƒzx/‹€{ˆ‡y‡„zx€ xwxyy ˆxƒ„‘{}wƒy‚yƒ}x‹yz‡€/ƒ„{~’~ƒ/‚ƒz€ƒ{„“ % O % ' % M & % # % M >4:AJ”A5•7C>–7@<=C—5>=C7˜=@7AC–7@<DT4=5KG™DF@45C=@764šA8=@7AC !"# $%&'(# ) * + , , - ./ 0 ./ , 1 , 1 .02 31 , , *./ 3 5 , , , , 6 - , , 3 7 , 5 89 1 , ./ ; .-<* + , , 1,3:1 ./ 1 ;A@CD?=EAFG=BHFI@AEJ@FDG@AKI?IL?H=FGIMH@NOZ[\]^_`_a\^_bUc[_deV_^fg_eWh i!i ijk l m m n o k $%# p# mm " q k rl im st lul j l l qm !i #)n ! _eevUgc_^fU^_^fg_eWbVWV]wV[xVdVW[UccU][\^f[a[UxV_eydVz]x_]gy_^b[U[x]fwV`f[x_z_gfea`xUeUwVW_^b]VWcVv[W[xVgsi j "" l k$ q){ l)m !" q j q ! n i i{$ ! "#m ! $ !k!#{ m! i n }iq k# ) q #l m " $! ~€k l { ZWV]wVvf[fVWU[xV][x_^[xUWVf^[xVX_eU e[UvU^[]_v[h i q %# p# {‚ p# {i‚ p# ƒ##li ml i" m s„ m q i "i$ jk%&'im#li … in io k8n # # m i8‡ %# p# {ˆ‰ {i st i q#m m " s]vV^[_‹VUz[U[_ed\b‹V[fW\WVbzU]X_eU e[U_^bc_][^V]vf[fVWh $ %# p# # m !" j l Œul $% &' i( # "^[xVgUW[]VvV^[ŽWv_eaV_]V^bf^‹U^ c]fe y‘ ‘ yXV[WY^ZVVbWcV^[gU^^f^‹[xVWxVe[V]ym#li) •) # n –## iq k{j q$ {i " {iq #l Œ!) ! " $ #s !"# $ % ! &' ( $# &% ) $ %'* .##( -'* ., /( ) , (+**-) -0.#, 145 65 7 89:7;- ( - !? @ '' *' #*%-1' '(.-B#+**-# %' +*(*CD '*, -. $*. - - E% '' '( ' ) *D'* % '' ##* , )-#( ./ -G- -+ . .##*-/ *.H*'FIJ,* ( -K'* -H$ 'L. - 1PMQRSTUVWXRMYRZVS[POZQ\S[RST\WNVQURSNUPO\QR\S[ZPO]RMPZ^ _` a bc c *$$., -% *! G * (* !$!$ .,/ *+ e-. -,')<=>$ , - "'#* ( e * ) '(.- !fghk 8 k . , ( +*,$!$DF(( $( $H ( (( (! , C$*.l$ -% !*< (*@( $ <=>$ ,* -*# /( , ( % ( /.$)$ *- -% ! $H -* *# +* *+$ - $( # ' < (*@(* #*G-m. -'* (( n , ( +*,$ ( C %$*.!$*.'* ''% $( # '& o1.+*,,# '-)$!$DF(( $( % ,* , ( )$(#- '$%*.,** # % !*%$( % ( 1k q 9 65a C*#*+ * (/$ %* $ C*FC$ , ( $< (*@(* $(+.((s,) -* * (* !s,'* .( '* '$*.!$t --*!@' %* '' ('*,#* *$ .'' *+*.fuhK %v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`.+)5J19M)1ES+87-+1:81/&'64'):-J-J81+'/)1E4.6/J:J)1/GQ7)1)1J3)5J/.)*J19)0+.)*J8')5:'J/J/M-.+J''J+S+EM)4'++3J1+1-0+.)*J8'/4+:J)5J/-\'Ga+)11J1+K+'9+'J/+19)9+E78')-.1-)1E:81/&5-)-J8178'-')J1J19)1EJ1-+'*+1-J81M)1E-.+)1J3)5Y/3+EJ:)5'+8E+-+'3J1+J74.)'3):+&-J:)5J1-+'*+1-J81J/S)'')1-+EG%156J1-+'3J1)5M4)+S+55B3)1)9+EM8'7)J5&'+B-8B-.'J*+:)/+/J/)1)1J3)5+&-.)1Jb+E78'3+EJ:)5+1)1)1J3)5J/)E)19+'-8J-/+57)1E`8'8-.+'/M)1EJ-/0+.)*J8':)118-0+/)E8'3J-J9)-+EMJ/)1)1J3)5+&-.)1Jb+E78'0+.)*J8'GV.+E+:J/J81-8+&-.)1Jb+3J[++874'87+//J81)5/SJ-.8&-/JE+:81/&5-)-J81M8156)7-+'+2.)&/-J19)5548/-+'1)-J*+84-J81Ge fd f 30+'/87-.+:833&1J-6)'+/+'J8&/563J/J178'3+EG"cd ! g h g ! ! d j"cdk i g l fm ! c gn! ! ofK)/+E81-.++/-)05J/.+EE+3)1E7'83-.+:833&1J-6M)0+[++J/8&':833J-3+1--84'8*JE+/4)6`1+&-+'4'8:+E&'+/-8J1Bp&'J/EJ:-J81)1J381+B381-.SJ1E8SM3+)1J19-.)-)16'+/JE+1-J1Bp&'J/EJ:-J81:)13)O+)1+1-)1E.)*+-.+J')1J3)5/-+'J5Jb+ESJ-.J181+381-.GK)/+E818&''+/+)':.M'-S)J--J3+:834)'+E-83)16/.+5-+'/G/0++1)4&05J:/-)-+3+1--.)-PQRY//4)6`1+&-+'1&30+'/)'+58S+'-.)1-.8/ !"#$%&'()$"*+,-).-/01')-',-2$"3456789:7;<9?@ABCDEFGHIAJBEKDELHAMBCDHEBNHICOPHJIA@JEDMBPJBRBDPBNP@LHABKH?CDHEEDMBPJNAHIFGCDECHCG@JG@PC@ABJJCABSJLHAMBCDHEBNHICHIA>ICA@BOG?AHFABMJJI??HACDEFPHUVDEOHM@OHMMIEDCD@LHAMBCDHEBNHICBEDMBPCABDEDEFA@JHIAO@JLHAMBCDHEBNHICHIALHJC@A?AHFABMLHAMBCDHEBNHICHIAPHUVOHJCJ?BSWE@IC@AXRBOODEBCDHEXBEKMDOAHOGD?OPDEDOLHAMBCDHEBNHICHIARHPIEC@@A?AHFABMJXSHICG?AHFABMJXBEK@R@ECJABEJ?BA@ECDELHAMBCDHEBNHICHIAEHEV?AHLDC Z [ LHAMBCDHEBNHICUBSJCHKHEBC@0\\2"])^_`+2a()$"a#%$&b)(/c('##ghi;j9e:g9ekjh8lhm34567nh7<77oh8;lp<o9;lng9e79jnhqf9l7e<;hlmghrpg99q9l<stssustsvstsvustswxyz{z|}~ Ž ‘‘‘’‘‘ ‘‘‘–’ –—‘–— ‘‘‘œ’ ‘š‘œ ‘‘‘—¡ ¡—‘—— ‘‘‘¡š šš‘ ‘ ‘‘‘¡œ šœ‘¡š ‘‘‘ ’ —’‘ œ ‘‘‘ œš –š‘ – ‘‘‘‘¡’ ‘‘‘ ¡ œ—‘ — ‘‘‘—¡ š¡——— —‘‘—š ’‘‘œ‘ ‘‘‘œ¡ ‘—‘œ— ‘‘‘Ž—– Ž—— ‘ Ž —‘‘ Ž —Ž ’‘¡ Ž‘‘ !"#$ %&$"'( ((()*+,-.*/0123,4*2567886569@ABCD<=EAF?=@C>AGEH=@IAJ:KLM>J<<>NCIHAIH<@FOGCEC?=;>H<;I<@>MJ<<>V22W,-X11Y*0W-,4*2Z1R[1\Y1R.,0T+,`' #(( (((` a#" (((`(bc`& c%% '$&&'' &c&`(b$$a c'$ "%""(# a("`cb%#"" %a& '&`` &"& $&&`'b`(` aca '((`($ &c$`"b%%@ABCD<=FA@<D<I=C;<D=GD=EEO@=I<EAF?=@C>AGAJ:KL>><@BCE<>IAIH<:<GiAEC<Ijkqqmorstqtuvnwxmyz{z|ppm}zprk~mnpotu€ut nx‚zurpzxƒ„…mpqmorsnr†ˆ€ootrtzunx…zqrz{€‚ƒqrn‰{zpŠ‹Œtqz‰qmrw qnŽtuq{pz mpsz‡€‚ƒq nunmnut nxqwpz|srrzqsmxrmp†pmq|xrtutu{m‡mpqk lmnxqzuzrmom…zuz tmqz{q…nxm{zpŠ‹Œ†nuozrsmpot‰mpmu…mqk@ABCD<:KLM>@<B<GO<AB<@IH<?@<BCAO> B<j<=@>P !!"! ! #!"!"!$ " % & '))/01-02334**51*04*46)-+27(18298*2:;2+98*2+:1-/;2+98*2+<4*+>1?)/2@-)A*)@)/=488B)1B8)*2/2+2=4*54-2-)32-*5C Page 1 of 4 Term Sheet •Final budget is subject to City Council approval. •City and PIN will agree on a prioritized project list within 60 days after the Agreement is executed. •City will manage all phases of capital improvement projects to include planning, design, and construction, with input from PIN. •New cat and small animal area •Additional dog kennel improvements •Retrofit of medical suite to accommodate recovery of large animals Page 2 of 4 F.G.City will cover all costs of delivering any additional services City requires of PIN above and beyond the original 2019 Agreement (such as additional spay neuter requirements). H.PIN may also provide additional services not specified in the new Agreement at its own expense. Services must comply with all applicable laws and City policies. PIN will notify City staff 14 days before providing such services. I. In addition to the monthly fee due to Consultant under the new Agreement, City shall pay to Consultant the difference between the monthly fee (1) specified for Year 5 in Exhibit B of the 2019 Agreement and (2) the monthly fee specified for Year 1 in the new Agreement, effective date of the new Agreement to June 1, 2023. By way of example only, if the Agreement is effective October 1, 2023, City shall pay to Consultant the difference between the new monthly fee and the amounts due under the 2019 Agreement for the months of June, July, August, and September 2023. Based on the current compensation proposed in this term sheet, the monthly additional expense is $55, 535. Scope of Services: PIN will provide the services specified in the current Agreement, with the following modifications: G.J.Spay/neuter. PIN will provide low-cost, high-quality spay/neuter services to dogs and cats to the best of its ability, prioritizing residents of Palo Alto, Los Altos, and Los Altos Hills. H.K.After-hours emergency vet care. For animals on stray hold, Palo Alto will pay for any after-hours emergency vet services. I.L.Cruelty investigations. PIN will provide veterinary care, including appropriate medical records, for live animals that are impounded as part of cruelty investigations. However, PIN will not have an obligation to provide additional services related to cruelty investigations, including after-hours emergency veterinary care, post-mortem examinations of animals that are deceased upon arrival at PIN, and off-site crime scene investigations, but may do so in its sole discretion. City and PIN agree to the following: J.M.Trap/Neuter/Return Program Feral Cat Policy. Both parties will work together to develop a humane feral cat program reflective of municipal best practices.implement a Trap/Neuter/Return program that the community will support, and which will humanely reduce the feral cat population in the community. N.Animal Welfare. PIN and Palo Alto will review animal welfare policies to ensure all policies are up-to-date and in line with shelter best practices. K.O.Animal Shelter Software. PIN is at liberty to acquire, at its own cost, new shelter management software that best meets its needs. The City will work with PIN to identify the minimum viable data that PIN will be required to add to the current, shared software system Chameleon upon PIN animal intake. Page 3 of 4 L.P.Existing City Policy. Pets in Need will comply with all applicable municipal and other laws, and with the City’s shelter policies attached as Exhibit A. City approves PIN’s shelter policies attached as Exhibit B. If either PIN or the City has an interest in revising or creating a new policy set forth on Exhibit A or B, it will notify the other party in writing. Notices from PIN will be addressed to the Supervising Animal Control Officer. The Supervising Animal Control Officer will advise the PIN Executive Director in writing within five (5) business days whether review and approval are deemed necessary. Review and approval will be deemed necessary only if the proposed revision will result in (a) a change to the terms of the Services Agreement, or (b) a material change in the level of risk to the City, in services to residents of Palo Alto and/or the contract cities, or in roles and duties of City staff. Notices from the City will be addressed to the PIN Executive Director CEO, who will advise the City in writing within five (5) business days whether review and approval are deemed necessary. Review and approval will be deemed necessary only if the proposed revision or addition will result in (a) a change to the terms of the Agreement or the cost to PIN of performance of the Agreement, or (b) a material change in the level of risk to PIN, in services to residents of Palo Alto and/or the contract cities, or in roles and duties of PIN staff. In either case, if the response is not an approval, the parties will meet within five (5) business days of receipt of the response and attempt in good faith to reach an agreement. The subject policy may be revised only upon the written agreement of both parties. All City and PIN policies relating to the operation of the Palo Alto Animal Shelter will be kept in a shared online folder and be accessible to all PIN and City staff. M.Q.Corrective Action Plan. The City and Pets in Need agree to work in good faith to meet the obligations described in the Scope of Services and Capital Improvements sections of the Agreement. If either party determines that it will not meet a due date or will fail to deliver a service, it will promptly send a written corrective action plan to the other party. The corrective action plan will include the following information: •Task that will not be met. •Justification for failure to complete task •Plan to correct including timeline to reach full compliance •Weekly progress updates to Project Manager (of either the City or PIN) If the timeline to reach full compliance is not acceptable to the other party, or if compliance has not been met by the due date identified in the corrective action plan, the parties will meet and confer to determine next steps. Page 4 of 4 Force Majeure N.R.Standard Force Majeure provision to be added, including epidemics and quarantines. Animal Shelter Options Pets In Need (Proposed)In-House New RFP Shelter Operation Cost Shelter Operations Cost $1.37M/Year $1.45M/Year TBD Capital Improvements $2.5M One time Unidentified at this time Unidentified at this time Interim Compensation $55k/Month Beginning June 1,2023 $0 $0 Services Hours Open to the Public 82 hours biweekly M-F 12:30PM-6PM, Sat 10AM-6PM, Sun 12:30-6PM 80 hours biweekly M-F 8AM-5PM, 9/80 closed TBD Impounds/Intakes No cap No cap TBD Spay/Neuter 60 surgeries, dogs + cats only 150 surgeries, all pets TBD Vaccines Clinics Weekly Weekly TBD After Hours Vet Care At cost Revenue Licensing revenue to City of $180K $400K (including licensing) Implementation Strategy Considerations Animal Shelter Org Chart New Positions: 7 FTE and 2 Hourly Assistant Director (10%) Animal Control AC Officer (3 FTE) Animal Care Kennel Attendant (1 FTE) Kennel Attendant (2 Hourly) Medical Care Veterinarian (1 FTE) Vet Tech (2 FTE) Admin Support Admin Assoc (2 FTE) Superintendent (1 FTE) New Position Existing Position City Council Supplemental Report From: Ed Shikada, City Manager Meeting Date: June 12, 2023 Item Number: 13 Report #:2306-1654 TITLE Direction on Operating Model for Palo Alto Animal Shelter, Which May Include: Negotiating A New Agreement with Pets In Need; Moving to In-House Service Delivery; and/or Issuing a New Request For Proposals. CEQA Review – Not a Project RECOMMENDATION In consultation with Pets in Need (PIN), staff recommends that the June 12, 2023 Council discussion and direction focus on PIN’s response to Council questions, and only a cursory review of staff’s in-house alternative. PIN has expressed concern about the consequences of the in-house model on animal welfare, safety, and community services. PIN has requested more time to adequately analyze the City’s proposal and provide industry expertise and leadership to assist in the review, inclusive of UC Davis and other sheltering organizations that work closely with municipal partners. Staff appreciates and agrees that PIN’s additional effort on these issues would be valuable for Council and community understanding prior to a decision. As such, should Council wish to continue discussion of an in-house model, staff and PIN will return to Council for further discussion in August. APPROVED BY: Kristen O'Kane, Community Services Director From:Catalina S To:Council, City Subject:TNR of unhoused cats is effective and humane Date:Monday, June 12, 2023 1:21:01 PM Some people who received this message don't often get email from catalinasavvy@gmail.com. Learn why this isimportant CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Hello, I am writing to register my support in favor of continuing TNR (Trap, Neuter, Return) program(s) for the feral cats of Palo Alto. Wholesale slaughter of cats whose only crime is being born outside the sphere of humans cannot be condoned and has been proven ineffective at controlling populations. Neutering these cats to reduce birth rates and manage existing colonies is supported by studies and is the far more humane method. Silicon Valley is a progressive area with many compassionate programs and outlooks to be proud of. Let's keep this as something we can be proud of as well. Thank you, L.Catalina Soltero Registered Voter, California From:Ann H. To:Council, City Cc:council@losaltosca.gov Subject:public comment: June 12 Palo Alto City Council discussion on Pets in Need Date:Monday, June 12, 2023 11:32:54 AM Some people who received this message don't often get email from annhep@yahoo.com. Learn why this is important CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. City of Palo Alto Councilmembers: I am writing about Action Item 13 on your June 12th meeting agenda, "Direction on Operating Model for Palo Alto Animal Shelter, Which May Include: Negotiating A New Agreement with Pets In Need; Moving to In-House Service Delivery; and/or Issuing a New Request For Proposals" I urge the Council to require any animal control agreement or contract with Pets in Need to implement a very clear policy about feral cats. Specifically, I want the policy to clearly state that feral cats will not be released into the served communities of Palo Alto, Los Altos Hills, and Los Altos. I am a resident of the City of Los Altos, and a member of the Santa Clara Valley Audubon Society. I love birds, and watching birds, and care deeply about nature and habitat for the birds. But I also love animals, including cats. 1) Feral cats do not belong in our local habitat, nor loose in our suburban neighborhoods. Research has clearly shown that cats--hungry or not--kill birds. Cats are the number- one direct, human-caused threat to birds in the United States and Canada. In the United States alone, outdoor cats kill approximately 2.4 billion birds every year. 2) Feral cats deserve humane treatment and a decent life. If these cats cannot be placed in a foster or permanent home that commits to their safety and keeping them indoors, then we as society must be responsible and humanely euthanize them--we cannot throw them back outside at risk of disease and car collisions and coyotes and other predators (plus, the birds they will kill). 3) Pets In Need must not allow volunteers or outside agencies to take cats from the shelter and release them into the served cities. If the cats cannot be placed in a loving home, they must not be released. The current PIN agreement's Feral Cat Policy is vague and dates back to the 2018 agreement--if the City and PIN has not yet designed a feral cat plan, they are far overdue to meet that need. Please, strengthen your Feral Cat Policy and affirm that you will protect birds and cats and nature by eliminating releases of feral cats in Palo Alto, Los Altos and the other communities PIN serves. thank you. Ann Hepenstal resident, South Los Altos cc: Los Altos City Councilmembers Feral Cat Policy The current Agreement (2019-2024) included a term that required PIN to “Develop, in cooperation with CITY, a feral cat plan. The plan shall include how PIN handles feral cats, spay/neuter provisions, and release of feral cats. CONSULTANT shall not release feral cats within the City of Palo Alto or any of its Partner Cites”. To alleviate concerns with trap-neuter-release programs and the impact on wildlife, staff proposes to keep the same term if a new Agreement is approved by Council. This would maintain the current practice of offering rental of humane cat traps for public use, partnering with cat rescue groups for spay and neuter opportunities, and impounding feral cats for placement or euthanasia. PIN has requested that both parties work together to develop a humane feral cat program reflective of municipal best practices. City staff are agreeable to working on this with PIN and appropriate language has been added to the Term Sheet. From:Charlene Mercadante To:Council, City Subject:TNR is vital to control the community cat population Date:Monday, June 12, 2023 10:19:24 AM Some people who received this message don't often get email from pinkpawsftc@gmail.com. Learn why this isimportant CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Hello City Council, I have been a resident of Los Altos Hills for 13 years and last year started up my own very small cat rescue based out of my home. I am a person that cares about all animals, cats, dogs, birds, etc. For the last few years I have been helping manage a few feral community cat colonies on the Peninsula and have experienced first hand how TNR (Trap, nether, release) works to help control the homeless cat population in a way that is humane to the cats in question. One such colony that I help manage, had upward of 50 cats about 10 years ago and today we manage a small group of 5-8 cats in that same area. A dedicated effort of TNR has been in place for this period of time. Friendly cats that may have been abandoned are rescued and rehomed. Any kittens that are born in the colony, we try to rescue quickly so they too, can have a better life to be adopted into a family. It is not easy and it is very expensive, typically all be paid out of the pockets of good samaritans who want to help these cats. I started Pink Paws For The Cause because shelters were full, and people finding kittens in their yard had no one to help them. The ONLY way to control the cat population is to offer spay and neuter services to the community for both feral and friendly cats. Shelters are full, there are more kittens for adoption than there are people to adopt them. When a pregnant feral cat is trapped for TNR, we work hard to get that cat spayed quickly and terminate that pregnancy to reduce the unwanted kittens left to fend for themselves outside. With reduced availability of appointments we have been forced to triage our appointments… pregnant cats first, females next and then the males. This is no way to sterilize a colony of cats. They should be trapped, brought in and fixed at once or as quickly as possible to stop the procreation. At this time getting an appointment at PIN Palo Alto for a feral cat is very difficult. There are wait lists and last minute notices.. which do not support the trappers and rescuers in getting colony cats fixed in a reasonable time period. Other cities like Mountain View can bring in their feral community cats 2x per week and get these procedures completed for free. SVACA will take in injured feral community cats, give them the medical they require, spay and neuter them while they are there and the return them to the rescuer to release the cat back to the only home it knows. It is easy to get appointments there and there is a real partnership with the good samaritan rescue groups and independents that you do find in our cities. HSSV offers very similar services to the communities it serves. Before voting on whether to support TNR please do your research. Those of us that care about this cats also care very much about the birds too. It is not logical nor humane to euthanize all the community cats to save the birds, and frankly it is not possible. There is something called the vaccuum effect. The best we can do is reduce the population by providing spay, neuter and medical services to these community cats and rehoming the friendly ones whenever possible. Please see this source for really good information and research on this subject… www.alleycat.org A letter to you all really cannot cover it all, I would be happy to speak with anyone in person if you have any further questions. Thank you for helping us help these cats that no one cares about. Warmly, Charlene Charlene Mercadante Founder, President Pink Paws For The Cause 650-533-7979 cell 26471 Weston Drive Los Altos Hills, CA 94022 Follow us on Facebook & Instagram https://linktr.ee/pinkpawsforthecause From:Jo McDermott To:Council, City Subject:Support for Trap-Neuter-Return (TNR) in Palo Alto Date:Monday, June 12, 2023 9:47:10 AM Some people who received this message don't often get email from mcdermott_jo@yahoo.com. Learn why this isimportant CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear City Council Members, We understand that there is a meeting to discuss Trap-Neuter Return (TNR) services for community cats in Palo Alto this evening. As Board President for Nine Lives Foundation, a feline rescue and shelter in Redwood City, I'm writing to express our strong support for TNR programs in the area. Animal welfare organizations are facing unprecedented challenges in the Bay Area and beyond, with demand for spay/neuter and intake far out- pacing supply. At Nine Lives, we have a waitlist of over 400 cats waiting for spay/neuter surgery, many of them rescued kittens that have come from outdoor colonies. We need, as a community, to provide services to spay/neuter community cats to minimize the unnecessary births of kittens outdoors. TNR has been empirically validated to be the best method for reducing feral cat populations humanely, and avoiding the prevalence of sick and injured cats on the streets. A good example is the managed cat population on the Stanford Campus - from an estimated population of 500 cats roaming freely on Stanford campus, giving birth to related litters, many of them sick or injured, the numbers declined over a managed system of TNR and care to a present population of virtually zero. This model of pet control is now widely established. With shelters overwhelmed and under-resourced in the Bay Area and wider region, it is not possible for shelters to intake and re-home many of the cats brought in – especially feral cats who cannot be domesticated. The result is that many animals are at risk of euthanasia – as we see happening at shelters like Los Banos where they do not have the veterinary resources for spay/neuter. TNR is a humane way to drastically reduce feral populations without euthanasia. It is very difficult for animal shelters to be successful, in terms of saving lives in the community, without the community and its leaders' support, both in words and action. Shelters and spay/neuter clinics desperately need your support. We strongly urge the council to support and fund TNR programs in the area. Regards, Jo p.s., when I tried to send this message from my Nine Lives email address it was rejected as suspected spam... your spam filters may be making it hard for your constituents to reach you, which I'm sure isn't something you want! -- Jo McDermott (she/her) Co-President, Board of Directors | Nine Lives Foundation Donate I Foster I Adopt (650) 368-1365 jo@ninelivesfoundation.org image.png From:Liam Montgomery To:Council, City Cc:lenor31@sbcglobal.net; Charlene Mercadante; Jo McDermott; Jeanne Wu Subject:Letter of Support for Trap and Release Programs Date:Monday, June 12, 2023 9:42:14 AM Attachments:Dear Palo Alto Council Members.pdf Some people who received this message don't often get email from liam@ninelivesfoundation.org. Learn why thisis important CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear City Council Members, I am the Executive Director of Nine Lives Foundation, a non-profit cat rescue in Redwood City. Please find my letter attached in support of funding for vital programs like Trap and Return for community cats. It is one, if not the most, important intervention in ending the senseless displacement and euthanasia of cats. Cheers, -- Liam Montgomery (He/Him) Executive Director I Nine Lives Foundation Donate I Foster I Adopt Our federal tax ID # is 20-2150714 Dear Palo Alto Council Members, As the leader of a feline rescue and shelter, near Palo Alto, I'm wri;ng to express the circumstances under which all animal welfare organiza;ons in the Bay Area are facing, with the intent of objec;vely highligh;ng the unprecedented challenges that exist. It's very difficult for animal shelters to be successful, in terms of saving lives in the Community, without the Community and its leaders' support, both in words and ac;on. A shelter is just bearing the consequences of what is happening in the Community it serves. While Palo Alto has affluence that enables greater funding, shelters may be forced to euthanize animals for ;me and space, and it is incumbent upon Bay Area shelters to expand their Trap and release programs to enable rescue and lifesaving support. This only happens with financial and community support to include funding, volunteerism, and dona;ons from community members. This is especially true when it comes to funding Trap and Return programs for our community cats. Funding Trap and Release programs is the key to ending the senseless euthanasia and displacement of cats. Best Friends.org, a na;onal animal welfare organiza;on has compiled research and data that fully describes the environment we're in. Per a recent study, they found that the na;onal veterinary shortage is impac;ng 56% of organiza;ons, with 22% saying they are impacted a lot and 34% saying they are impacted a great deal, which makes sustaining Trap and Release programs difficult without vital funding. Animal control and rescue organiza;ons appear to be impacted the most, as well as organiza;ons in the Northeast, Pacific, and SouthCentral regions. More data and research can be found here: hWps://network.besYriends.org/research-data/research/vet-shortage-andcompensa;on- survey-data In closing, we urge city leaders to support the community by suppor;ng their animals and those who work to save them. Regards, Liam Montgomery (He/Him) Execu;ve Director I Nine Lives Founda;on Donate I Foster I Adopt Our federal tax ID # is 20-2150714 From:Jo McDermott To:Council, City Cc:Liam Montgomery Subject:Support for Trap-Neuter-Return (TNR) in Palo Alto Date:Monday, June 12, 2023 9:41:52 AM Attachments:image.png Some people who received this message don't often get email from jo@ninelivesfoundation.org. Learn why this isimportant CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear City Council Members, We understand that there is a meeting to discuss Trap-Neuter Return (TNR) services for community cats in Palo Alto this evening. As Board President for Nine Lives Foundation, a feline rescue and shelter in Redwood City, I'm writing to express our strong support for TNR programs in the area. Animal welfare organizations are facing unprecedented challenges in the Bay Area and beyond, with demand for spay/neuter and intake far out-pacing supply. At Nine Lives, we have a waitlist of over 400 cats waiting for spay/neuter surgery, many of them rescued kittens that have come from outdoor colonies. We need, as a community, to provide services to spay/neuter community cats to minimize the unnecessary births of kittens outdoors. TNR has been empirically validated to be the best method for reducing feral cat populations humanely, and avoiding the prevalence of sick and injured cats on the streets. A good example is the managed cat population on the Stanford Campus - from an estimated population of 500 cats roaming freely on Stanford campus, giving birth to related litters, many of them sick or injured, the numbers declined over a managed system of TNR and care to a present population of virtually zero. This model of pet control is now widely established. With shelters overwhelmed and under-resourced in the Bay Area and wider region, it is not possible for shelters to intake and re-home many of the cats brought in – especially feral cats who cannot be domesticated. The result is that many animals are at risk of euthanasia – as we see happening at shelters like Los Banos where they do not have the veterinary resources for spay/neuter. TNR is a humane way to drastically reduce feral populations without euthanasia. It is very difficult for animal shelters to be successful, in terms of saving lives in the community, without the community and its leaders' support, both in words and action. Shelters and spay/neuter clinics desperately need your support. We strongly urge the council to support and fund TNR programs in the area. Regards, Jo -- Jo McDermott (she/her) Co-President, Board of Directors | Nine Lives Foundation Donate I Foster I Adopt (650) 368-1365 jo@ninelivesfoundation.org From:Corrine Fabie To:Council, City Subject:Supporting TNR Date:Monday, June 12, 2023 7:47:44 AM [Some people who received this message don't often get email from corrine419@gmail.com. Learn why this is important at https://aka.ms/LearnAboutSenderIdentification ] CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. ________________________________ I’m writing to say I support the implementation of TNR in Palo Alto, Los Altos, and Los Altos Hills, the cities served by Palo Alto Animal Control. Corrine Fabie Santa Clara County Resident From:Meow Haven Kitty Rescue To:Council, City Subject:in support of TNR Date:Sunday, June 11, 2023 11:01:24 PM Some people who received this message don't often get email from meowhaven.kittyrescue@gmail.com. Learnwhy this is important CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Please support the implementation of TNR in Palo Alto, Los Altos, and Los Altos Hills, the cities served by Palo Alto Animal Control. TNR saves lives and we fully support it to curb endless unwanted homeless kitties being born. Thank you, Akari Win Founder of Meow Haven Kitty Rescue From:Christine N Witzel To:Council, City Cc:Lenore Delgado; Carole Hyde Subject:TNR is necessary Date:Sunday, June 11, 2023 10:25:59 PM Some people who received this message don't often get email from cnwitzel@sbcglobal.net. Learn why this is important CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Hello City Council Members, Please add my name to those in support of Trap-Neuter-Release. It's the most cost-effective and humane way to prevent an epidemic of kittens and homeless cats. Thank you, Chris Christine N. Witzel Barron Park From:April A. To:Council, City Subject:Release of Feral Cats in Palo Alto Date:Sunday, June 11, 2023 9:51:48 PM Some people who received this message don't often get email from adee2005@gmail.com. Learn why this isimportant CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Palo Alto City Council -- I am a Palo Alto resident and am asking that you NOT allow the release of feral cats (neutered or not) anywhere in Palo Alto. Please do not allow this either now or at any time in the future. April Austin 465 E. Meadow Drive Palo Alto, CA 94306 From:Freeze, Suzanne To:Council, City Subject:TNR Date:Sunday, June 11, 2023 8:03:16 PM Some people who received this message don't often get email from suzanne.freeze@cbnorcal.com. Learn whythis is important CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Council members, I've been involved in the TRN and feeding of homeless and feral cats for over a year. It is heart wrenching work with little reward except knowing that I am making a small difference in the lives of these cats. Please fund TNR for our area to help reduce and hopefully eliminate this crisis of homeless and feral cats. Sincerely, Suzanne Freeze-Manning *Wire Fraud is Real*. Before wiring any money, call the intended recipient at a number you know is valid to confirm the instructions. Additionally, please note that the sender does not have authority to bind a party to a real estate contract via written or verbal communication. From:Ann M. To:Council, City Subject:Please support TNR in Palo Alto Date:Sunday, June 11, 2023 6:25:34 PM Some people who received this message don't often get email from annmckillop@gmail.com. Learn why this isimportant CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Council: The benefits of TNR for all are proven over and over: the cat colonies that are under TNR care reduce their numbers considerably over several years, and, when managed correctly (the way animal charities can do it), do not rely on local wildlife for food because they are fed food that satisfy their nutritional needs. If looking to reduce things that hurt local wildlife, please look at habitat destruction, contaminated soil and rivers, and human density. All of these human-created activities are what is killing the environment. Thank you. From:herb To:Council, City; Clerk, City Subject:June 12, 2023 Council Meeting, Item #13: Animal Shelter Operating Model Date:Sunday, June 11, 2023 5:30:36 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. JUNE 12, 2023 COUNCIL MEETING, ITEM #13ANIMAL SHELTER OPERATING MODELS I urge you to return to a City staff-operated Animal Shelterthat provides animal control, pet recovery/adoption services,animal care, animal health and welfare, and regional animalservices to Los Altos and Los Altos Hills, and stopcontributing money to Pets in Need to subsidize the operationsof that 501(c)(3) organization that was not formed to providethe services required by State law, but instead was formed tovalidate the no-kill movement by being an open access shelterfor all of northern California that requires operating capitalfor a larger shelter and operating expenses for additionalstaff. The staff model proposed in the staff report should be comparedto City budgets adopted prior to the existing agreement withPets in Need. Herb Borock From:david jessup To:Council, City Subject:Feral cats Date:Sunday, June 11, 2023 5:07:09 PM Some people who received this message don't often get email from djessup449@gmail.com. Learn why this isimportant CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Palo Alto, Despite numerous efforts over the last two decades to reduce feral cat populations using trap- neuter-release or TNR, there is no evidence that it works on a landscape scale. In fact, analysis of over a decade of intensive TNR efforts in San Diego Co and at a University in Florida, involving thousands of cats, led by some of the nations more prominent advocates of TNR, showed no substantial reduction in either population or reproductive parameters (Foley, J et al, 2005, JAVMA). Indeed over 35 years of TNR on the Stanford campus has not reduced the feral cat population and cats have been periodically removed, some even translocated to new locations where new colonies were established (metastasis not remission) (Jessup D, 2004, JAVMA). Unfortunately TNR colonies become locally known dumping grounds for cats, and along with immigration of reproductively intact cats from adjacent areas attracted by food, and the very high reproductive capacity of cats (same Malthusian index as rabbits), TNR just doesn't work as a population control or reduction strategy. Claims to the contrary seldom include any reliable documentstion. Large scale periodic removal of cats from TNR colonies can help keep populations stable, but where do these cats go, and how is reabandonment elsewhere any different from illegal, and arguably immoral, abandonment in the first place ? Feral cats on the landscape are devastating to native small birds, mammals, reptiles and amphibians (Lepczyk et. al. 2023, Biol. Invasions) . Hundreds of millions to several billion deaths in North America yearly and much maiming and suffering. ((Loss et al. 2013, Nature Communications). Hunting is an inherent feline instinct that is entirely separate from satiety (well fed cats kill critters just like they pounce on toys and laser lights). Feral cats do not get regular care to control fleas, internal parasites, infected bite or scratch wounds, and they die on the streets where they are abandoned often in very painful or cruel ways (hit by car, killed by predators, poisoned, shit, harsh weather in colder states). (Jessup D, 2004, JAVMA). Cat feces is the only source of infective toxoplasma oocysts, a significant human disease, particularly effecting pregnant or immunocompromised people. (Gerhold and Jessup, 2013, Zoonoses in Public Health). Cats are also the only known source of the bacteria causing 'cat scratch disease' that can cause such serious illness in people and is so prevalent it is now classified as an occupational hazard to veterinarians and their staff. Cats are also, by far, the most common domestic animal infected with rabies (Gerhold and Jessu, 2013, Zoonoses in Public Health). Feral cats on the landscape constitute a significant public health risk and, depending on how they have been allowed to accumulate, may be a source of legal liability. For those who believe in and support the One Health concept (optimizing environmental, human and animal health when solving social problems). TNR is not compatible with One Health. Nobodies best interests, not the cats, not the wildlife, nor the health of people or the environment, are well served. Sincerely, David A Jessup DVM, MPVM, Diplomate American College of Zoological Medicine, U.C. Davis-School of Veterinary Medicine-Wildlife Health Center. From:magdalena maese To:Council, City Subject:TNR Date:Sunday, June 11, 2023 5:02:17 PM Some people who received this message don't often get email from magdalena_maese@yahoo.com. Learn whythis is important CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. To All! I am a Registered Nurse and ninelivefoundation.org volunteer. I support the implementation of TNR in our community. I am even surprised that the 'Progressive' City of Palo Alto has yet to implement this act. From a Feral Feline Advocate and tax payer/property owner in the City of Palo Alto. Maggie Maese Sent from Yahoo Mail on Android From:Tanner Jessel To:Council, City Subject:Feral cat discussion Date:Sunday, June 11, 2023 1:15:09 PM Some people who received this message don't often get email from mountainsol@gmail.com. Learn why this isimportant CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. I’m a conservationist and science communicator. It caught my interest that Pets In Need staff has implied to Palo Alto City Council, in your council packet, that a trap, neuter, return program is a “scientifically proven” best practice. I think it’s important for people of good conscience to nip that argument in the bud. The reality is, there is nowhere on earth TNR is proven effective. When these claims come up, it is important to ask how many cats were present at the start of a TNR program, how many are present now, and how long the TNR program has been ongoing. In some places, TNR efforts span multiple decades, but feral cat populations have increased. Today, cities are struggling to keep up with the unending flood of free roaming cats. Some have hit a wall finding there aren’t enough trained professionals to keep pace with spay/neuter surgeries. In any case, it is crucial to beware statements suggesting Trap, Neuter, Return is a “best practice.” It’s not, and certainly not “scientifically proven.” I’ll be following further discussions on feral cat policy in Palo Alto with interest. Thank you, Tanner Jessel From:Sherry Listgarten To:Council, City Subject:Cats and dogs Date:Sunday, June 11, 2023 10:35:24 AM Some people who received this message don't often get email from sherry@listgarten.com. Learn why this isimportant CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear City Council, First of all, thank you for all of the work that you do for the city and its residents and businesses. There seem to be an endless assortment of difficult issues, and I appreciate your studying them and figuring out how best to proceed. The feral cats issue is probably not up there on the list of important things, but I wanted to weigh in because of a blog I wrote recently about dogs being dumped in the Baylands. It was the Pets In Need person who pointed out how bad it is for the dogs, not just for the Baylands. They cannot find enough food, they starve or they eat poisoned things, or they are hungry enough that they are somewhat disoriented and get hit by cars. It's often a terrible and difficult end for the animal. Indeed, the dog that someone was looking for ended up being hit by a car and died. And that was a husky. People who own huskies think they are wild animals and could easily survive outside. But it's just not the case. So I am mystified as to why Pets In Need seems to think that it's okay to release cats. I haven't asked them about it, so maybe cats somehow know how to avoid cars and poison, but I doubt it. Some are very adept at hunting birds, but is that what we want? My gardener loves cats, but she keeps hers indoors when she isn't walking them on a leash (really). She has an enclosure in her yard so they can be outside but not harm things or get harmed themselves. Many cat lovers I know do the same. If we cannot find a home for a cat, it's hard to know what to do if the alternative is euthanasia. But I would prefer that our shelter consider not what is best for the shelter or its marketing, but what is best/kindest for the cats and the other wildlife. I hope that you will consider this, and also require documentation either way so we can see the impacts of these policies. We also need a shelter that will very proactively neuter cats (and dogs) in the city -- in homes or not -- so this problem comes up less often. Thank you again for all of the work that you do for our city, -- Sherry Listgarten From:Pamela Decharo To:Council, City Subject:Palo Alto Municipal Animal Shelter Date:Saturday, June 10, 2023 12:59:06 PM Some people who received this message don't often get email from hairintlpaloalto@gmail.com. Learn why this isimportant CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Mayor Kou and City Council Members, As both a Palo Alto Resident and a Palo Alto business owner of thirty-five years, I hope my opinion carries some weight with the council. Please consider two specific items concerning our Palo Alto Municipal Animal Shelter. Prior to 2018, the shelter was completely administered by experienced city employees trained in animal care, rescue and customer service. Services were far more complete, the shelter was open to all and at much more citizen-friendly hours and included quite a number of services that are no longer available to us today. The costs were a fraction of what they are now. It would certainly be more cost effective to return the shelter to the Animal Control Services Division or at the very least, task Animal Services with the responsibility of providing oversight and to develop some sort of metric for monitoring shelter performance. We need to exhibit stronger leadership regarding certain animal care programs: TNR, spay and neuter, lower cost veterinary services for those in need, euthanasia when needed and pet surrender. The council will be deciding where this leadership is to come from. Perhaps our dedicated city employees who have a clear track record of success in these areas might be our best choice. This is no reflection on Pets in Need, who has clearly experienced many challenges along the way and still does a creditable job of running our shelter, but I feel we need to use our best and most cost-effective resource [our animal control personnel] at this point in time. Thank you all for the time and effort you generously devote to making Palo Alto a better place to live, Respectfully, Pam Decharo Palo Alto, Ca From:Scottie Zimmerman To:Council, City Cc:Shikada, Ed Subject:Why Pets In Need Is Our Best Hope Date:Friday, June 9, 2023 12:11:14 AM Some people who received this message don't often get email from bigwheel.spot@gmail.com. Learn why this is important CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Hello members of the Palo Alto City Council and City Manager Shikada, The City of Palo Alto and the nonprofit animal rescue group Pets In Need (PIN) are currently negotiating a new contract. It seems obvious that events at PIN since August, 2021, have been colored by the unthinkable disaster with the seven puppies in the van. Staff changes, hirings/firings, Al Mollica’s resignation, more recent claims of unjustified euthanasia, and personal attacks on various PIN employees are a direct spinoff of the puppies’ deaths. That incident cannot be forgotten or ignored or made palatable. Nevertheless, I am still loyal to PIN and support any work they continue to do. I do not believe the social network gossip. Putting aside unfair accusations against PIN, have we forgotten the terrible decisions PAPD staff made over and over in their 50 year history of managing Palo Alto Animal Services? Volunteers (and I was one) were reluctant to read the whiteboard list of names celebrating “adopted” animals. We were afraid that we would not see the names of animals who had simply disappeared. Poof! They’re gone. Over and over. Under PAPD management there was no energy dedicated to arranging foster care for animals who were acting up because of stress. PAAS management didn’t believe in the value of fostering. Veterinarian Bonnie Yoffe was the only person encouraging fostering, and it actually made more work for her, I believe. Meanwhile, more enlightened thinkers in Northern California were concerned about decades during which domestic animals could be dismissed as inconvenient and euthanized without just cause. An alternative idea took hold: Let’s foster! • Ann Dunn who founded Cat Town got permission from Oakland Animal Services to pull stressed adult cats from the OAS shelter and put them in foster care until they were adopted. At first she just enlisted good neighbors willing to open up their homes to foster cats. Then she added the Cat Town Cafe and continued her work with more public visibility. Cat Town continues to rely on in-home fosters for the few cats who don’t adjust well to the cafe environment. Since 2011, Cat Town has helped over 3,100 at-risk cats and reduced the euthanasia rate for cats at the Oakland shelter by over 75%. • Ann Chasson, one of two founders of The Dancing Cat, operates under the same principles: Many cats don’t adapt well to a shelter environment, so let’s put them up in a more home-like setting. Open space for cats to roam and welcoming space for visitors to meet cats. Originally anniversary, a popular success! As a regular cat room volunteer at PAAS, I was on duty when a new cat, Babe, appeared in the cat “gallery.” On her first day at PAAS, Babe was chirpy to people who came past her solo cage (above eye level unless you’re 6’8” tall). When I stopped to talk to her, she started purring. But the flaw in Babe’s personality was simple: She didn’t adjust well to sharing space with other cats, all of whom were strangers to her. That meant she was not allowed to spend time in one of the two play areas in the cat room. Volunteers liked to have groups of compatible cats in the play areas. It meant they could spend time handling and snuggling the cats in the group. So Babe sat in her cage for weeks, getting little or no attention from any humans. At night, as a reward (?) staff might put her into a play area, by herself, with no human contact through the night. So Babe became stressed, no longer purred or chirped. And then maybe she hissed at someone? Bad cat, no foster option, euthanasia was the only answer. At that point I committed the unforgivable sin of writing an email to all the staff at PAAS. I described Babe’s story and asked whether we at PAAS couldn’t do more to foster stressed cats and save lives. The response I got was rage! I’d insulted staff by proposing increased foster availability. I’d accused them of murder. The Volunteer Coordinator politely asked me to resign as a volunteer, after 8 or 9 years of loyal service. Travel forward in time, to the COVID pandemic. With schools and businesses closed and people told to stay at home, how could Pets In Need do its job? I cannot tell you how they managed access to the necessary supplies, pet food, kitty litter, toys, blankets, and medicines. I do know that they enlisted more than 150 fosters, ready to take in animals the shelter could not responsibly keep in the kennel buildings. Furry new arrivals might spend 10 days being registered, getting vaccinated, and given spay/neuter surgery, making them ready to go to their foster homes and wait in comfort for normalcy to return. This took planning, teamwork, and heartfelt commitment to the animals’ welfare. PIN made it look easy, and I am proud to be one of their supporters in our community. I think it would be a sad mistake to let the PIN contract lapse and turn the shelter operation over again to PAPD. Sincerely, — Scottie Zimmerman 3072 Waverley St. Palo Alto, CA 94306 JUNE 12, 2023 www.cityofpaloalto.org ANIMAL SHELTER OPERATIONS 2023-2027 2 ANIMAL SHELTER OPERATIONS ORIGINAL RECOMMENDATION: That the City Council provide direction on future operations of the Palo Alto Animal Shelter, which may include: •Negotiating a new Agreement with Pets in Need •Moving to an in-house service delivery •Issuing a new RFP REVISED RECOMMENDATION: That the Council discussion and direction focus on PIN’s response to Council questions, and only a cursory review of staff’s in -house alternative. 3 PREVIOUS COUNCIL ACTIONS AND DISCUSSIONS February 14, 2022 •Council passed a motion to continue negotiating a new Agreement with Pets in Need March 27, 2023 •Study Session to review draft term sheet •Included a high-level estimate of the in-house model for comparison •Council requested additional information, including: •More detail on PIN’s proposed budget •More detailed comparison of PIN’s services to Peninsula Humane Society •Prioritized list of capital improvements •Additional information on feral cats •More detailed in-house financial estimate including long -term pension liability •Side-by-side comparison of PIN and in-house model 4 CURRENT AGREEMENT WITH PIN TERM •5-year term (January 2019 -January 2024) •Early termination notice on November 15, 2021 •Termination notice extended to May 15, 2023, then September 30, 2023 COMPENSATION •$3.4M over the five-year term •$60k fund for renovation delays CAPITAL IMPROVEMENTS TO BE COMPLETED BY CITY •Minor improvements to existing kennels Completed •Modular building Completed •Medical suite Completed •New kennel building with 16 new kennels Design completed, not constructed KEY TERMS OF NEW AGREEMENT (2023-2027) 5 •Five-year term with option to extend five years •Scope of services are similar with minor changes •Annual compensation of $1.4M for Year 1 with annual increase ($670k increase) •City to allocate $2.5M in FY2024 for capital improvements ($1.5M increase) •PIN can fund additional improvements with City review/approval •Animal welfare policies •Corrective Action Plan in lieu of penalties NEW OR REVISED TERMS SINCE MARCH 27 TH STUDY SESSION •Trap/Neuter/Return changed to Feral Cat policy •Prioritized list of capital projects •Interim compensation of $55k/month beginning June 1, 2023 until a new Agreement is executed 6 •Issue a new RFP •Shelter services outside of Palo Alto •Shelter services at Palo Alto Animal Shelter (current model) •Return to an in-house model for Shelter services •Staff recommends that Council defer detailed discussion of the in -house model until August 2023 ALTERNATE SERVICE DELIVERY MODELS IN-HOUSE ANIMAL SHELTER SUMMARY 7 In-House Animal Shelter Costs Estimated Revenue/Cost Operating Revenue (400,000) Operating Costs Personnel 1,166,000 Non-Personnel Operating 280,000 Capital N/A Net Cost $1,046,000 Proposed Staffing - Shelter Services Position FTE Estimated Cost Superintendent 1.0 225,000 Kennel Attendant 1.0 105,000 Kennel Attendant (PT)2 x .48 FTE 64,000 Veterinarian 1.0 282,000 Vet Tech 2.0 242,000 Admin Associate I/II 2.0 228,000 Asst. Director 10%20,000 Total 7.96 $1,166,000 8 ANIMAL SHELTER SCOPE OF SERVCES COMPARISON Service PIN Proposed In-House Hours of Operation to the Public 82 hours biweekly 80 hours biweekly Impounds/Intakes No cap No cap Spay/Neuter Surgeries 60 surgeries/month, dogs + cats only 150 surgeries/month, dogs + cats + small pets Vaccine Clinics Weekly Weekly After Hours Vet Care At cost At cost Cruelty Investigations Not in scope, about $10K annually Performed in-house Necropsies Not in scope Performed in-house Feral Cat Policy Collaboration/Implement City policy Implement City policy 9 FY24 PROPOSED BUDGET Adds $0.5M to Proposed Operating budget Adds $1.5M to Animal Shelter Renovation CIP (PE -19002) in Proposed Capital Budget Additional budget needs include: •$170k in additional funding depending on outcome •Interim compensation of $55k per month until Agreement with PIN is executed, if approved by Council Pets In Need: Power of Partnership Pets In Need: Power of Partnership Pets In Need: Power of Partnership Pets In Need: Power of Partnership The New Contract The New Contract The New Contract The New Contract The New Contract The New Contract In-jurisdiction 2022 Intake In-jurisdiction 2022 Intake Foster Home Expertise Behavior Management Medical Specialization Currently, in-jurisdiction spay/neuter is available within 2 weeks of reservation Medical Specialization Adoptions – Match Making Adoptions – Match Making