04-024, Silicon Valley Animal Control Authority-no agreement in file NO
AGREEMENT
IN
FILE
ITY OF
CUPEIUINO
bY ~6aL{
City Hall
10300 Torre A venue
Cupertino, CA 95014-3255
Telephone: (408) 777-3220
Fax: (408) 777-3366
DEPARTMENT OF ADMINISTRATIVE SERVICES
SUMMARY
Agenda Item No. ,2 \
Meeting Date: AprilS, 2004
SUBJECT AND ISSUE
Approve the Agreement among Silicon Valley Animal Control Authority (SV ACA) and its
member cities regarding purchase of the Thomas Road Property.
BACKGROUND
The City of Cupertino is a member of SV ACA until June 30, 2004. The entity is currently in the
process of purchasing property on Thomas Road for its animal shelter. On March 4, the three
remaining SV ACA city members (Santa Clara, Campbell, and Monte Sereno) met to discuss the
manner in which SV ACA can proceed with the purchase of the Thomas Road property without
impacting the current year's budget. The attached agreement establishes an arrangement to
purchase the property which ensures that no contributions or funds from the withdrawing cities
(Cupertino, Los Gatos and Saratoga) are encumbered or used in the property transaction.
The withdrawing cities recognize their obligation under Section 8.1 of the Joint Powers
Agreement not to affect the ability of SV ACA and the continuing cities desire to purchase the
Thomas Road property in a manner that keeps faith with the understanding that the withdrawing
cities will not be required to contribute funds toward the capital improvement expenditures for
the animal shelter. In order to carry out these objectives SV ACA and its current member
agencies would agree to proceed with the purchase of the property in accordance with the
following:
1. The continuing cities will arrange among themselves to tender sufficient funding to
SV ACA to cover the full purchase price of the property in the amount of $2,450,000, plus
any amounts that may be needed to cover transactional costs of the property acquisition
("Payment"). The payment will be provided to SV ACA in a timely manner such that
SV ACA can meet its financial obligations under the purchase agreement for the property.
2. SV ACA will place $100,000 of the payment from the continuing cities in its current
operations reserve account to reimburse SV ACA for the $100,000 now on deposit in
escrow for the property and previously paid out of SV ACA's operations reserve.
SV ACA will place the balance of the payment from the continuing cities in a separate and
segregated account for the purchase of the property. SV ACA will only use funding from
this segregated account to cover any and all financial obligations related to and necessary
for the acquisition of the property.
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3. SV ACA shall maintain a complete and accurate accounting of the funding received from
the continuing cities pursuant to this agreement and the manner in which the funding in
the segregated account for the property acquisition is expended.
4. Upon consummation of the property acquisition, SV ACA shall hold title to the property,
as contemplated by the purchase agreement for the property.
5. The withdrawing cities, individually and as a group, hereby release, relinquish, discharge
and forever disclaim any right, title, interest or entitlement of any kind in the property.
Staff believes that this agreement benefits all of the parties by clarifying the financial
responsibility of the continuing cities for the purchase of the Thomas Road property and
releasing the withdrawing cities from any responsibility for or interest/entitlement in this
property. Finally, the agreement ensures that the current year budget will not be impacted by the
capital expenditures for purchase of the property.
RECOMMENDATION:
Staff recommends that Council approve the Agreement Among SV ACA and it member cities
regarding the purchase of the Thomas Road property.
Submitted by:
submission:
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Carol A. Atwood
Director of Administrative Services
David W. Knapp
Ci ty Manager
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AGREEMENT AMONG SV ACA AND ITS MEMBER CITIES
REGARDING PURCHASE OF THOMAS ROAD PROPERTY
This Agreement is entered into among the Silicon Valley Animal Control Authority
("SV ACA") and its member Agencies, Santa Clara, Campbell, Cupertino, Los Gatos, Saratoga
and Monte Sereno, on the dates hereafter indicated.
WHEREAS, SV ACA and its current six Member Agency cities approved and executed
the Second Restated and Amended Joint Exercise of Powers Agreement Creating the Silicon
Valley Animal Control Authority in October and November of2003 ("Joint Powers
Agreement"); and
WHEREAS, three Member Agencies, Cupertino, Los Gatos and Saratoga, have given
notice to SV ACA of their intent to withdraw from SV ACA as of June 30, 2004 ("Withdrawing
Cities"); and
WHEREAS, three Member Agencies, Santa Clara, Campbell and Monte Sereno, have
elected to remain in SV ACA and to carry out its missio~ including the construction of an animal
shelter ("Continuing Cities"); and
WHEREAS, SV ACA's Operating Budget for FY 03-04 ("Budget") excluded capital
expenditures related to the animal shelter as some Member Agencies were weighing their long-
term participation in SV ACA when the Budget was developed; and
WHEREAS, SV ACA is in contract to purchase 3370 Thomas Road ("Property") for its
animal shelter but SV ACA does not have sufficient funds to cover said purchase based on the
agreed upon contributions from Member Agencies to support the Budget; and
WHEREAS, the Continuing Cities desire to establish an arrangement to purchase the
Property which ensures that no contributions or funds from the Withdrawing Cities are
encumbered or used in the Property transaction; and
WHEREAS, the Withdrawing Cities recognize their obligation under Section 8.1 of the
Joint Powers Agreement not to affect the ability of SV ACA and the Continuing Cities to carry
out and fulfill the purposes of SV ACA; and
WHEREAS, in order to achieve these objectives, SV ACA and its current Member
Agencies have agreed to proceed with the purchase of the Property in accordance with the terms
and conditions set forth below.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. The Continuing Cities will arrange among themselves to tender sufficient funding
to SV ACA to cover the full purchase price of the Property in the amount of$2,450,000, plus any
amounts that may be needed to cover transactional costs of the Property acquisition ("Payment").
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The Payment will be provided to SV ACA in a timely manner such that SV ACA can meet its
[mancial obligations under the Purchase Agreement for the Property.
2. SV ACA will place $100,000 of the Payment from the Continuing Cities in its
current operations reserve account to reimburse SV ACA for the $100,000 now on deposit in
escrow for the Property and previously paid out ofSV ACA's operations reserve. SV ACA will
place the balance of the Payment from the Continuing Cities in a separate and segregated
account for the purchase of the Property. SV ACA will only use funding from this segregated
account to cover any and all fmancial obligations related to and necessary for the acquisition of
the Property.
3. SV ACA shall maintain a complete and accurate accounting of the funding
received from the Continuing Cities pursuant to this agreement and the manner in which the
funding in the segregated account for the Property acquisition is expended.
4. Upon consummation of the Property acquisition, SV ACA shall hold title to the
Property, as contemplated by the Purchase Agreement for the Property.
5. The Withdrawing Cities, individually and as a group, hereby release, relinquish,
discharge and forever disclaim any right, title, interest or entitlement of any kind in the Property.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and attested by their proper officers thereupon duly authorized and their official seals to
be hereto affixed on the dates as shown herein.
MEMBER AGENCIES
APPROVED AS TO FORM:
By:
Its:
Date:
ATTEST:
By:
Its:
Date:
CITY OF CAMPBELL, a municipal corporation
By:
Its;
Date:
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