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FIFTH AMENDMENT TO AGREEMENT
THIS FIFTH AMENDMENT TO AGREEMENT (Fifth Amendment) made and
entered into as of this 31st day of March , 2022, ratifies and amends the
Agreement entered into between the City of Fresno, a municipal corporation (City) and
the Central California Society for the Prevention of Cruelty to Animals, a duly organized
and qualified California nonprofit public benefit corporation (Society).
RECITALS
WHEREAS, City and Society entered into an Agreement, effective March 1, 2014,
wherein Society provides City with all animal control, pound master, veterinary and animal
sheltering services, facilities and related activities authorized and required by applicable
law (Agreement); and
WHEREAS, the Agreement provided for an initial term through June 30, 2015, and
three one-year renewal terms ending on June 30, 2018; and
WHEREAS, City and Society amended the Agreement to provide for a one-year
extension ending on June 30, 2019, and to allow the parties additional time to negotiate
terms for a future agreement (Amendment); and
WHEREAS, City and Society amended the Agreement in order to increase
Society's funding by $184,920.58 to cover salary increases and additional costs to
address the minimum wage increases effective January 2018 and January 2019, and
allow the Society to maintain its current service levels for the one-year extension ending
June 30, 2019 (Second Amendment); and
WHEREAS, City and Society amended the Agreement to provide for a one-year
extension ending June 30, 2020 (Third Amendment); and
WHEREAS, City and Society amended the Agreement to provide for a one-year
extension ending June 30, 2021, to allow the City time to build its new animal shelter and
award an animal control services contract to a new service provider (Fourth Amendment);
and
WHEREAS, pursuant to the Fourth Amendment, City timely requested two
Extensions which added 180 days to the term of the Agreement and revised the
termination date to December 31, 2021; and
WHEREAS, City and Society desire to ratify and amend the Agreement to
authorize a six-month extension ending June 30, 2022, (Fifth Amendment) to allow the
City additional time to complete construction of the animal shelter and to transition
operations.
AMENDMENT
NOW, THEREFORE, in consideration of the above recitals, which recitals are
contractual in nature, the mutual promises herein conditioned, and for other good and
valuable consideration hereby acknowledge, the parties agree that the aforesaid
Agreement be amended as follows:
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1. Section I of the Agreement entitled "Term" is deleted in its entirety and
replaced as follows:
"1. This Agreement shall be effective from the date first set forth above
and will continue so long as any amount remains unpaid hereunder, for an
Initial Term beginning on the date first set forth above and expiring at
midnight June 30, 2015, (Initial Term) subject to such termination rights as
are provided in Section V below.
Beginning at the expiration of the Initial Term, the term of this Agreement
may be extended upon the successive appropriation by City Council
(Renewal Term) of amounts sufficient to make payments due hereunder
during the successive Renewal Term, for up to seven Renewal Terms. The
Seventh Renewal Term shall be effective from January 1, 2022, through
June 30, 2022. The amount of fees due, other than prepaid fees, shall be
fixed by the parties' written agreement added as a renewal addendum
hereto, unless either party shall give written notice of non-renewal at least
ninety days prior to expiration of the then current Initial or Renewal term,
subject to such termination rights as are provided in Section V below.
2. Unless otherwise noted herein, the City's Renewal Term and Fiscal
Period shall run from July 1 through June 30."
2. Exhibit "B" shall be deleted in its entirety and replaced with the revised
Exhibit "B" attached hereto.
3. Except as otherwise provided herein, the Agreement entered by City and
Society, effective March 1, 2014, remains in full force and effect.
4. In the event of any conflict between the body of this Fifth Amendment and
any Exhibit or Attachment hereto, the terms and conditions of the body of this Fifth
Amendment shall control and take precedence over the terms and conditions expressed
within the Exhibit or Attachment. Furthermore, any terms or conditions contained within
any Exhibit or Attachment hereto which purport to modify the allocation of risk between
the parties provided for within the body of this Fifth Amendment shall be null and void.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Amendment at Fresno,
California, the day, and year first above written.
CITY OF FRESNO,
A California municipal corporation
APPROVED AS TO FORM :
DOUGLAS T. SLOAN
:~~ t;~~ 3/30/2022
8 T~~y t~tParvanian Date
Senior Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By : F 3/31/2022~
□:p~tyeers2~··r nard Canez
Attachment:
1. Revised Exhibit B -Updated Fee
Schedule effective January 1, 2022
CENTRAL CALIFORNIA SOCIETY
FOR THE PREVENTION OF
CRUEL TY TO ANIMALS,
a no~!lfi!,!,,Ql,P.Orati o n
By: J ~~~bDvk
Name: Anthony Andrade
Title: President
(If corporation or LLC, Board
Chair, Pres. or Vice Pres.)
lrOcauSlgned by:
By: L~F:::~
Cathy Garnerame: _ _________ _ _N
Title: Treasurer
(If corporation or LLC, CFO,
Treasurer, Secretary, or Assistant
Secretary)
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REVISED EXHIBIT B-UPDATED FEE SCHEDULE
Effective January 1, 2022
1. As compensation for the Augmented Services, the Society shall be paid the
following sums, as approved, and appropriated by the City Council.
During the 2021-2022 fiscal year, a current year fee not to exceed $5,571,000, of
which the total cost of additional services and fees for the 6-month extension from
January 1, 2022, through June 30, 2022, shall not exceed $2,898,498, as set forth
below, which shall be payable in month installments.
Payroll: $4,064,000*
Supplies/Service Fees: $1,461,000**
Estimated Cost of Care Fee: $46,000
*Payroll fees include the mandated minimum wage increase to $15 per hour.
**Supplies/Shelter Service fees include an additional $30,000 for the annual cost
of services due to increased costs ranging from 2 percent and 10 percent.
2. Each payment hereunder by City shall be contingent upon timely submission to
and review and approval by, the City of the Society's monthly service, fiscal, and
complaint reports as stipulated in Section IV and Exhibits "C" and "D" to the Third
Amendment.