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HomeMy WebLinkAbout001633 Original Contract City of Port Angeles SERVICE AGREEMENT Record#001633 THIS AGREEMENT is entered into between the City of Port Angeles, a municipal corporation of the State of Washington, (hereinafter called "City) and OLYMPIC PENINSULA HUMANE SOCIETY of: 1743 Old Olympic Highway, Port Angeles, WA 98362 (hereinafter called "Contractor"). This Agreement is comprised of: [ X.] Attachment "A" - Scope of Work. [ X.] Attachment "B" - Compensation. [ X.] Attachment "C" - General Conditions. [ X] Attachment "D" - Special Terms and Conditions. copies of which are attached hereto and incorporated herein by this reference as if fully set forth. This Agreement sets forth and memorializes the terms and services provided beginning on the 1 st day of January 2020, and shall, unless terminated as provided elsewhere in the Agreement, expire on the 31 st day of December 2022, except that the agreement may continue on a month-to-month basis beyond December 2022 with the consent of both parties. The City Project Manager responsible for the administration of this Agreement shall be the Police Chief. I WITNESS WHEREO , the parties have executed this Agreement on this day of OLYMPIC PENINSULA HUMANE SOCIETY CITY OF PORT ANGELES E aNathan West, City Manager ATTE APPROVED A5 TO FORM: By: Yzs3rgwr A"OXVff Kari Martinez-Bailey, Cit rl k William4ffloor, City Attorney i PERSONAL SERVICES AGREEMENT ATTACHMENT "A" SCOPE OF WORK Animal Sheltering 1. Shelter Facilities: The Contractor shall furnish and maintain shelter facilities and necessary equipment for handling stray or impounded dogs and cats and animals brought to the Contractor pursuant to the provisions of this agreement by the City; and dogs and cats brought to the Contractor by the public residing in the City limits. These facilities shall include, but not be limited to the following: A. Dog and cat kennels (minimum 20 dog and 25 cat kennels). B. An isolation room having a complete covered kennel for dangerous dogs impounded, and rabies quarantine. C. A separate room for storing dog, cat and other sheltered animal's food. D. Facilities for the humane disposal of sick, injured and dead animals. E. Secure and accessible after-hours receiving areas for animals brought to the shelter by the City. F. An external security fence at a minimum of 6' in height. The Contractor shall properly maintain the facilities and equipment in a clean and sanitary manner and will not permit any condition to exist that would constitute a public nuisance. 2. Hours of Operations: The Contractor shall, as a minimum requirement, keep the shelter facilities open to the public a minimum of 22.5 hours per week, or other such hours as approved by the City Project Manager. Such hours shall be posted. During the hours that shelter facilities are not open to the public, Contractor shall supply City law enforcement, or City Project Manager's designees, with gate and door access codes for entry into the shelter. 3. Receipt and Care of Animals: The Contractor shall accept and care for all dogs and cats and animals brought to the shelter pursuant to the provisions of this agreement, by the City, and by the residents of the City, provided,however, the Contractor shall not be obligated to accept a dog, cat, or other animal if(1) acceptance of that animal into the shelter will create a serious health risk or,(2)a serious health risk exists in the shelter,or(3)place the shelter over capacity and the Contractor has attempted to relieve such condition by alternate placement of animals with other suitable agencies. In any such event, Contractor shall notify City. The Contractor shall hold them and properly care for them pursuant to applicable sections of Port Angeles Municipal Code Chapter 7. The Contractor may destroy any animal only pursuant to applicable sections of Municipal Code Title 7. The Contractor shall give the best reasonable care and treatment to all animals in its custody and control, making certain they are comfortably housed and adequately fed and watered. Animals received by the shelter during non-business hours shall be officially cared for as soon as feasible. The Contractor shall maintain a record of each animal received under this agreement. At a minimum, such record shall consist of the type of animal, the beginning and ending dates of housing, , the name, address and telephone number of the owner or person bringing in the animal, the approximate location where the animal was found, and the disposition of the 2 animal. The Contractor shall submit a report containing this information to the City at the end of each year with quarterly reports available upon request. The report will be submitted to Brian Smith, Chief of Police via email at BSm1thC&,CityofPA.us.Any change in the email address or recipient shall be communicated to Contractor in writing. The Contractor shall be responsible to make reasonable attempts, and with due diligence, to identify and contact the animal owner as soon as possible after the animal is housed by the Contractor and prior to destruction or adoption of the animal. The Contractor shall make every reasonable effort to find suitable homes for each adoptable animal received. 4. Records of Lost and Found Animals: Reports of lost or found animals from City citizens will be referred directly to the Contractor. The Contractor shall make information concerning lost and found animals available to citizens requesting the information. The Contractor shall use due diligence in making every reasonable effort to compare unidentified City animals to the lists and to return animals which appear to be from the list, to their owners. 5. Staff: A. The Contractor shall be registered to perform euthanasia by lethal injection,in accordance with RCW 69.50.310, and shall employ or contract with a minimum of one qualified handler. In addition, Contractor shall comply with all written policies and procedures required by the Washington State Department of Health, including WAC Chapter 246- 886, as it may be revised, together with requirements for training, recordkeeping, and security. B. The Contractor shall maintain telephone service and office personnel necessary for receiving inquiries from City residents with respect to animals impounded or delivered to the Contractor. C. The Contractor shall ensure that all of its employees act in a professional and businesslike manner and that no rude or unseemly actions or attitudes are tolerated in their day-to-day dealings with the public. D. The Contractor shall provide adequate training to its employees to satisfactorily perform the obligations of this agreement. 6. After Hour Cages/Animals Left After Hours: If the Contractor maintains after-hours cages that are available to the public or animals are left at the shelter during non-business hours, those animals that cannot be specifically identified as coming from City residents, shall not be counted as City animals. The City of Port Angeles agrees that charges for unidentified animals shall be charged in the same proportion as animals that are identifiable as County, Sequim, or Port Angeles billable animals on an annual basis. 7. Fees: The Contractor may collect fees as listed in PAMC 3.70.120(C). Any changes to fees shall be approved by the City Council prior to implementation. See attached fee document with noted differences. 3 8. Animal Traps: The Contractor shall furnish and maintain a suitable number of traps for the live capture of animals and loan said traps to City residents upon request. At a minimum, the Contractor shall maintain four(4) cat traps, one (1) dog trap, one (1) skunk trap, and four (4) raccoon traps. At the time of the loan, the Contractor shall instruct the residents on the proper use of traps and the proper care and handling of the captured animals. The Contractor may collect a deposit and/or fee as agreed between the Contractor and the City. Animal Licenses 1. Issuance of Licenses: The Contractor is responsible for administration of the animal licensing program and will collect and retain all fees under PAMC 3.70.120(A). Yearly licenses shall expire at the end of the calendar year. Lifetime licenses do not expire. 2. Maintenance of License Recording System: The Contractor shall maintain a computerized license system in a current status and shall provide reports to the City Project Manager as requested which will include a listing of all current animal licenses. The Contractor shall maintain the system for licenses sold by the Contractor or the City, 3. Supplies. The Contractor shall purchase and maintain sufficient license forms and tags and shall distribute them, free of charge, to other license vendors upon request. 4. Public Education. The Contractor shall develop programs and activities intended to increase compliance with license requirements by City residents. The Contractor shall, at least annually, send out license renewal notices to encourage current license adherence. SERVICE AGREEMENT ATTACHMENT "B" COMPENSATION 1. Compensation for Sheltering: A. The City shall pay to the Contractor the amount of$16,250.00 for each quarter of 2020 and 2021. B. Total compensation paid to Contractor by the City for the year $65,000.00 for 2020 and 2021. C. In the event that the City requires that an animal be held more than 72 hours, then Contractor shall be entitled to an additional daily fee of$40.00 beginning on the 511 day (after a 96 hour period has elapsed). 2. Compensation for Sale of Animal Licenses: The Contractor may retain the revenue obtained from its sale of City animal licenses. 3. Other Compensation: The Contractor may retain Cage and Trap Rental Fees received from City citizens. 4 SERVICE AGREEMENT ATTACHMENT "C" GENERAL CONDITIONS 1. Scope of Contractor's Services: The Contractor agrees to provide to the City services and any materials set forth in Attachment "A." No material, labor, or facilities will be furnished by the City, unless otherwise provided for in the Agreement. 2. Accounting and Payment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment "B." Unless specifically stated in Attachment "B" or approved in writing in advance by the City Designated Project Manager ("Project Manager"), the City will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this agreement. 3. Delegation and Subcontracting: No portion of this agreement may be delegated or subcontracted to any other individual, firm or entity without the express and prior written approval of the Project Manager. 4. Independent Contractor: The Contractor's services shall be furnished by the Contractor as an independent contractor and nothing herein contained shall be construed to create a relationship of employer/employee or master/servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this agreement by the Contractor as an independent contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment "B" and the Contractor is not entitled to any City benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental or other insurance benefits, or any other rights or privileges afforded to City employees. The Contractor represents that it maintains a separate place of business, serves clients other than the City,will report all income and expense accrued under this agreement with the Internal Revenue Service on a business tax schedule, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. 5. No Guarantee of Employment: The performance of all or part of this agreement by the Contractor shall not operate to vest any rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by the City in the future. 6. Regulations and Requirement: This agreement shall be subject to and shall comply with all federal, state and local laws, rules, and regulations. 7. Right to Review: This agreement is subject to review by any federal or state auditor. The City shall have the right to review and monitor the financial and service components by whatever means deemed expedient. Such review may occur with or without notice, and may include, but is not limited to, on-site inspection by City agents, or employees, inspection of records or other materials which the City deems directly pertinent to the agreement and its 5 performance, and any and all communications with or evaluations by service recipients under this agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this agreement for three(3) years after agreement termination, and shall make them available for such review, within Clallam County, State of Washington, upon request, during reasonable business hours. 8. Modifications: Either party may request changes in the agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 9. Termination for Default: If the Contractor defaults by failing to perform any of the obligations of the agreement or becomes insolvent or is declared bankrupt or makes an assignment for the benefit of creditors, the City may, by depositing written notice to the Contractor in the U.S. Mail, postage prepaid, terminate the agreement, and at the City's option,obtain performance of the work elsewhere. If the agreement is terminated for default, the Contractor shall not be entitled to receive any further payments under the agreement until all work called for has been fully performed. Any extra cost or damage to the City resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the City in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the City by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 10. Termination for Public Convenience: The City may terminate the agreement in whole or in part whenever the City determines, in its sole discretion, that such termination is in the interests of the City. Whenever the agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed. An equitable adjustment in the agreement price for partially completed items of work will be made,but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this agreement by the City at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the City. 11. Rights and Remedies: The duties and obligations imposed by this agreement and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 12. Defense and Indemnity Agreement: The Contractor agrees to defend, indemnify and save harmless the City, its appointed and elected officers and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorneys' fees and costs by reason of any and all claims and demands upon the City, its elected or appointed officials or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to 6 any act or omission of the Contractor, his/her subcontractors, its successor or assigns, or its or their agent, servants, or employees, the City, its appointed or elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the City, its appointed or elected officials or employees. It is further provided that no liability shall attach to the City by reason of entering into this agreement, except as expressly provided herein. 13. Industrial Insurance Waiver: With respect to the performance of this Agreement and as to claims against the City, its appointed and elected officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, as now or hereafter amended, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement extend to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 14. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action shall be in the courts of the State of Washington in and for the County of Clallam. This Agreement shall be governed by the laws of the State of Washington. 15. Withholding Payment: In the event the Project Manager determines that the Contractor has failed to perform any obligation under this agreement within the times set forth in this agreement, then the City may withhold from amounts otherwise due and payable to Contractor the amount determined by the City as necessary to cure the default, until the Project Manager determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Contractor to termination or damages, provided that the City promptly gives notice in writing to the Contractor of the nature of the default or failure to perform, and in no case more than ten (10) days after it determines to withhold amounts otherwise due. A determination of the Project Manager set forth in a notice to the Contractor of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within the times and in strict accord with the provision of the Disputes clause of this agreement. The City may act in accordance with any determination of the Project Manager which has become conclusive under this clause, without prejudice to any other remedy under the agreement, to take all or any of the following actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the Contractor, (3) to set off any amount of paid or incurred from amounts due or to become due the Contractor. In the event the Contractor obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to the Contractor by reason of good faith withholding by the City under this clause. 16. Insufficient Funds: If sufficient funds are not appropriated or allocated for payment under this agreement, this agreement shall be null and void. No penalty or expense shall accrue to the City in the event this provision applies. 7 17. Disputes: Differences between the Contractor and the City, arising under and by virtue of the contract documents shall be brought to the attention of the City at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. The records, orders, rulings, instructions, and decision of the Project Manager shall be final and conclusive thirty (30) days from the date of mailing unless the Contractor mails or otherwise furnishes to the City Manager a written notice of appeal. The notice of appeal shall include facts, law, and argument as to why the conclusions of the Project Manager are in error. In connection with appeal of any proceeding under this clause, the Contractor shall have the opportunity to be heard and to offer evidence in support of the appeal. The decision of the City Manager for the determination of such appeals shall be final and conclusive. Reviews of the appellate determination shall be brought in the Superior Court of Clallam County within fifteen (15) days of mailing of the written appellate determination. Pending final decision of the dispute, the Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision rendered, 18. Ownership of Items Produced: All writings,programs,data,public records or other materials prepared by the Contractor and/or its consultants or subcontractors, in connection with the performance of this agreement shall be the sole and absolute property of the City and constitute "work made for hire" as that phrase is used in federal and/or state intellectual property laws. 19. Recovery of Payments to Contractor: The right of the Contractor to retain monies paid to it is contingent upon satisfactory performance of this agreement. In the event that the Contractor fails, for any reason, to perform obligations required of it by this agreement, the Contractor may, at the Project Manager's sole discretion, subject to the disputes clause of this agreement, be required to repay to the City all monies disbursed to the Contractor for those parts of the project that are rendered worthless in the opinion of the Project Manager by such failure to perform. Interest shall accrue at the rate of 12 percent (12%) per annum from the time the Project Manager demands repayment of funds. 20. Approval: The extent and character of all services to be performed under this agreement by the Contractor shall be subject to the review and approval of the Project Manager. In the event there is a dispute with regard to the extent and character of the work to be done, the determination of the Project Manager as to the extent and character of the work to be done shall govern subject to the Contractor's right to appeal that decision as provided herein. 21. Non-Discrimination: The Contractor shall not discriminate against any person on the basis of race,creed,political ideology, color,national origin, sex,marital status, sexual orientation, age, or the presence of any sensory, mental or physical handicap. 22. Subcontractors: In the event that the Contractor employs the use of any subcontractors, the contract between the Contractor and the subcontractor shall provide that the subcontractor is bound by the terms of this agreement between the City and the Contractor. The Contractor 8 shall insure that in all subcontracts entered into, City of Port Angeles is named as an additional insured. 23. Time is of the Essence: Time is of the essence in the performance of this agreement unless a more specific time period is set forth in either the Special Terms and Conditions or Scope of Work. 24. Notice: Except as set forth elsewhere in the agreement,for all purposes under this agreement, except service of process, any notices shall be given by the Contractor to the Project Manager. Notice to the Contractor for all purposes under this agreement shall be given to the person executing the agreement on behalf of the Contractor at the address identified on the signature page. 25. Precedence: In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: A. Applicable federal and state statutes and regulations; B. Scope of Work (Attachment "A") and Compensation (Attachment "B"); C. Special Terms and Conditions (Attachment"D") D. General Conditions. (Attachment "C"). 26. Waiver: Waiver of any breach or condition of this agreement shall not be deemed a waiver of any prior to subsequent breach. No term or condition of this agreement shall be held to be waived,modified or deleted except by an instrument, in writing, signed by the parties hereto. 27. Survival: The provision of Paragraphs 4, 7, 11, 12, 13, 14, 15, 17, 18, 19, 20, 21, 22, 23, 25, and 26 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 28. Entire Agreement: This written agreement represents the entire Agreement between the parties and supersedes any prior statements, discussions or understandings between the parties except as provided herein. 9 SERVICE AGREEMENT ATTACHMENT "D" SPECIAL TERMS AND CONDITIONS [ X ] 1.Reporting. The Contractor shall submit written progress reports to the Project Manager as set forth below: [ ] With each request for payment. [ ] Monthly. [] Quarterly. [ ] Semi-annually. [ X] Annually with the right to request interim reports as needed [ ] Project completion. [ ] Other(specify): All Required reports shall be mailed or delivered to: Port Angeles Police Department Attn: Chief of Police 321 E 51'' Street Port Angeles, WA 98362 Progress reports shall include, at a minimum, the following: Annual Report: Listing of all current City animal licenses, including the license number, expiration date, information describing the animal, and the owner's name, address, and telephone number. Contractor shall maintain complete records of licenses issued, fees collected, animals received, impound reason, surrendered by information, and animals disposed and report these numbers. In addition, an annual report shall include the number of City animals currently housed by type,the total number of days of housing and a summary of disposition of City animals, the number of licenses sold and revenue produced from sales. The annual report shall be due by the last business day of January of the new year. Contractor shall include above information in the annual report and make such available for the City's inspection at all times. Contractor shall provide such other data as the City requests, for all legitimate purposes directly related to City services performed. Reports shall include any problems, delays or adverse conditions which will materially affect the Contractor's ability to meet project objectives or time schedules together with a statement of action taken or proposed to resolve the situation. Reports shall also include recommendations for changes to the Scope of Work, if any. Payments may be withheld if reports are not submitted. 10 2.lnsurancc. The Contractor shall maintain in full force and effect during the term of this Agreement, and until final acceptance of the product, public liability and property damage insurance with companies or through sources approved by the state insurance commissioner pursuant to RCW Title 48, as now or hereafter amended. The City, its appointed and elected officials and employees, shall be specifically endorsed as additional insureds in a policy with the same company which insures the Contractor or by endorsement to an existing policy or with a separate carrier approved pursuant to RCW Title 48, as now or hereafter amended, and the following coverages shall be provided: X ] COMPREHENSIVE GENERAL LIABILITY Bodily injury, including death: $1,000,000 per occurrence General Aggregate: $2,000,000 X WORKERS COMPENSATION: Statutory amount X AUTOMOBILE: coverage on owned, non-owned, rented and hired vehicles $1,000,000 bodily injury, liability, including death, per occurrence $500,000 property damage liability, per occurrence Any such insurance carried by the Contractor is primary over any insurance carried by City of Port Angeles, and shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The City shall have no obligation to report occurrences unless a claim or lawsuit is filed with it and the City has no obligation to pay any insurance premiums. Evidence of insurance coverage shall be submitted to the Project Manager within twenty (20) days of the execution of the Agreement. The Agreement shall be void ab initio if the proof of coverage is not timely supplied. X] 3.Other: Board of Directors: Employees of the Contractor or direct relatives of said individuals shall not serve on the Board of Directors of the Contractor. The Executive Director may serve on the Board as a non-voting member but may not serve as an officer of the Board. I I