013-20 - Kitsap Humane Society - ContractAG EMENT FORANI CONTROLSE CES
THIS Agreement ("Agreement") is made effective as of the I st day of January 2020,by
and between the City of Port Orchard, a municipal corporation, organized under the laws of the
State of Washington, whose address is:
CITY OF PORT ORCHARD, WASHINGTON (hereinafter the ..CITY')
216 Prospect Street
Port Orchard, Washington 98366
Contact: Mayor Robert Putaansuu Phone: 360.876.4407 Fax: 360.895.9029
and Kitsap Humane Society, a nonprofit corporation, organized under the laws of the
State of Washington, doing business at:
KITSAP HUMANE SOCIETY (hereinafter the *CONSULTANT')
9167 Dickey Road NW
Silverdale, WA 98383
Contact: Eric Stevens, Executive Director Phone: (360) 692-6977, ext. I I l5
for professional services in connection with the following Project:
Animal Control Services
l. Seruices by Consultant. The Consultant shall perform the services described in the Scope of
Work attached to this Agreement as Exhibit "A." The services performed by the Consultant
shall not exceed the Scope of Work without prior wriffen authorization from the City.
2. Terms. This Agreement shall commence on January 1,2020, and shall terminate on
December 31,2024, unless extended or terminated in writing as provided herein.
3. Compensation.
LUMP SUM. Compensation for these services shall be a Lump Sum of
$
TIME AND MATERIALS NOT TO EXCEED. Compensation for these services
shall not exceed $without written authorization and will be based on
billing rates and reimbursable expenses attached hereto as Exhibit " "
TIME AND MATERIALS. Compensation for these services shall be on a time
and material basis according to the list of billing rates and reimbursable expenses attached
hereto as Exhibit "tt
E The total amount ofthis contract for 2020shall be S4T,T[O,inclusive of all services
performed herein except as otherwise set forth in this paragraph. Port Orchard shall pay the
Consultant for its services the sum of $3,975 each month for twelve installments beginning
in January 2020.
City of Port Orchard
Kitsap Humane Society
Professional Service Agreement Conffact No. 0l 3-20
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The Contract amount will increase annually for the following four years at a rate of 3Yo as
follows:
202t $49,440
2022 $50,923
2023 $52,450
2024 $54,024
The costs of impoundment of animals beyond 30 days due to the judicial system requiring
the retention of evidence (animals), will be paid by the City at a discounted rate of $25.00
per day plus tax per animal for domestic animals (dogs, cats, and other small pets) and
S45.00 per day plus tax per animal for livestock (horses, cows, sheep, goats, pigs, etc.)
4. Payment.
A. The Consultant shall maintain time and expense records and provide them to the City
quarterly after services have been perfiormed, while submitting monthly invoices in a
format acceptable to the City for work performed to the date of the invoice.
B. All invoices shall be paid by City warrant within sixty (60) days of receipt of a proper
invoice. If the City objects to all or any portion of any invoice, it shall so notifu the
Consultant of the same within fifteen (15) days from the date of receipt and shall pay
that portion of the invoice not in dispute, and the parties shall immediately make every
effort to seffle the disputed portion.
C. The Consultant shall keep cost records and accounts pertaining to this Agreement
available for inspection by City representatives for three (3) years after final payment
unless a longer period is required by a third-party agreement. Copies shall be made
available on request.
D. On the effective date of this Agreement (or shortly thereafter), the Consultant shall
comply with all federal and state laws applicable to independent contractors,
including, but not limited to, the maintenance of a separate set of books and records
that reflect all items of income and expenses of the Consultant's business, pursuant to
Revised Code of Washinglon (RCW) 5 I .08.195, as required by law, to show that the
services performed by the Consultant under this Agreement shall not give rise to an
employer-employee relationship between the parties, which is subject to Title 5l
RCW, lndustrial Insurance.
E. If the services rendered do not meet the requirements of the Agreement, the
Consultant will correct or modifu the work to comply with the Agreement. The Ciry
may withhold payment for such work until the work meets the requirements of the
Agreement.
5. Terms of Agreement.
A. The Consultant shall act as the Animal Control and Impounding authority for the City,
and shall provide impound services and facilities for all animals for which impounding
is authorized. The Consultant represents and warrants that it has the requisite training,
skill and experience necessary to provide the services under this agreement and is
appropriately accredited and licensed by all applicable agencies and governmental
entities. Services provided by the Consultant under this Agreement will be performed
in a manner consistent with that degree of care and skill ordinarily exercised by
members of the same profession currently practicing in similar circumstances.
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Kitsap Humane Society
Professional Service Agreement Contract No. 013-20
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B. The Consultant shall faithfully enforce all ordinances of the City and/or statutes of the
State of Washington now in effect or as may be adopted relative to the care, treatment,
control, impounding and licensing of animals.
C. A pet or livestock that bites and breaks the skin of any person may be impounded by
the animal control authority and, if impounded, shall be quarantined for ten calendar
days to determine if the animal is infected with a disease. The place of quarantine shall
be established by the animal control authority. The animal control authority ffiay, in its
discretion, allow the owner of the animal to maintain the quarantine. Any boarding fees
incurred during the quarantine shall be paid by the owner of the animal. During the
quarantine, the animal shall not have contact or access to any person or any other pet or
livestock other than with the owner of the animal or animal control authority
employees. Relinquished animals may be euthanized if they present a danger to
Humane Society staff, as afiested by the veterinarian and behavior consultant. This
provision shall not be interpreted as diminishing, reducing or eliminatin g any person's
duties and liabilities otherwise provided by law.
D. The Consultant, when dispatched or by request, shall pick up dogs and/or cats injured
or killed on City streets, roads and alleys. If the owner of any such animal is known, the
Consultant at its discretion shall request disposition instructions and comply with the
same, if reasonable. tf the owner of such an animal is unknown or unavailable, the
Consultant shall make such disposition of said animal as it deems necessary or
appropriate under the circumstances.
E. The Consultant, on request, shall assist officers of the City Police Department in
clearing the City streets and roads of livestock or any other animals at large on said
roads and streets. PROVIDED, that nothing contained herein shall be construed to place
responsibility on the Consultant for the removal of dead livestock or any other deceased
animals from public roads, streets and highways, nor from public or private property
except as set forth in paragraph 5(D) above.
F. The Consultant shall accept dogs, cats and other small pets brought to the Shelter by
their owners or authorized person. PROVIDED, such animals shall have not bitten any
person within the last ten ( l0) days so as to have broken the skin. PROVIDED
FURTHER, that disposition of said animals shall be at the discretion of the Consultant.
Nothing herein contained shall be construed to prevent the Consultant from charging
owners for euthanasia and/or cremation where such services are requested of the
Consultant or deemed necessary.
G. Dispatched and "Emergency" Service. The Consultant shall perform the Scope of
Services (Exhibit A) during normal business hours of the Consultant; PROVIDED, that
the services listed in Exhibit A as "emergency seryices" shall be responded to24 hours
aday,365 days ayear. All "emergencies" shall be atthe discretion of the Consultant
and may include Police, Fire and other law enforcement assistance where animals have
been involved, such as traffic stops, accidents or fire. Nothing contained herein shall
require the Consultant or its agents to respond after the Consultant's normal business
hours for services not listed as "emergency services."
H. The Consultant shall provide its animal control officers the necessary courtroom
training to present evidence and shall provide testimony in the prosecution of all
violations of any ordinance or statute pertaining to animals as herein defined.I. The City, through the City Attorney and/or Prosecuting Attorney, shall be responsible
for prosecuting criminal violations of the City's code referred by the Consultant,
handling criminal appeals, participating in civil infraction cases as needed and
participating in appeals from civil infraction cases as needed.
J. The Consultant shall act as an agent ofthe Finance department for the purpose of issuing
licenses for pets and collecting the fee therefore, as required by city Ordinance, at no
cost to the City. The Consultant may impose a surcharge, for each license issued, to be
City of Port Orchard
Kitsap Humane Society
Professional Service Agreement Contract No. 013-20
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retained by the Consultant to mitigate administrative costs. For licenses issued by the
Finance department, the surcharge may be retained by the City. All moneys collected
from said licensing, with the exception of the surcharge, shall be remiffed to the Finance
department monthly during the term of this Agreement.
K. The duties of the Consultant, as set forth herein, shall pertain to all domestic animals.
The duties of the Consultant, as set forth herein, shall not pertain to wild predatory or
game birds or animals at all, except in the case of injury and/or suffering.
L. The Consultant, during the term of this Agreement, shall function as a nonprofit
corporation. PROVIDED, that nothing herein contained shall be construed to prevent
the Consultant from selling impounded animals, strays or gift animals, nor from
boarding for a fee animals under quarantine and/or at a request of the owners.
M. The above terms shall be in addition and supplemental to the services detailed in the
scope of work, Attached as Exhibit A. In the event of a conflict between the terms set
forth above and the provisions of the scope of work, the terms in the preceding
paragraphs shall prevail.
6. Termination. This Agreement may be terminated by either party with or without cause upon
thirty (30) days' wriffen notice. [n the event of termination, the Consultant shall perform such
additional work as is necessary for the orderly transfer of documents and materials to the City and
closing of the services rendered. The Consultant shall be compensated for work performed prior to
the effective date of termination, plus work required for closing this Agreement.
7. Records. The Human Society shall maintain complete and accurate records of expenditures for
this Agreement and have such records available for City inspection at reasonable times upon request
by the City.
8. Workerc' Compensation. The Consultant shall maintain workers'compensation insurance and
comply with all laws and regulations regarding workers'compensation.
9. Ho d Harmless. The Consultant shall defend, indemnifu, and hold harmless at the Consultant's
sole expense including attorneys' fees, the City of Port Orchard, and its elected officials, officers,
employees, and agents, from any and all claims, demands, losses and liabilities for damages of any
nature whatsoever, arising out of the performance of this Agreement, including losses or claims by
the Consultant's employees or third parties, except for those damages caused by the sole negligence
or willful misconduct of the City, its elected or appointed officials, officers, employees or agents.
In any and all claims against the City, its officers, officials, employees and agents by any employee
of the Consultant, subconsultant, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation under this Section shall
not be limited in any way by any limitation on the amount or type of damages, compensation, or
benefits payable by or for the Consultant or subconsultant under Worker's Compensation acts,
disability benefit acts, or other employee benefit acts, it being clearly agreed and understood by the
parties hereto that the Consultant expressly waives any immunity the Consultant might have had
under such laws. By executing this Agreement, the Consultant acknowledges that the foregoing
waiver has been mutually negotiated by the parties and that the provisions of this Section shall be
incorporated, as relevant, into any contract the Consultant makes with any subcontractor or agent
performing work hereunder.
Nothing in this Section shall be construed to create a liability or a right of indemnification in any
third party. This Section shall survive the expiration of this Agreement.
10. Insurance. Prior to commencing work, the Consultant shall procure and maintain for the
duration of the Agreement, insurance against claims for injuries to persons or damage to property
City of Port Orchard
Kitsap Humane Society
Professional Service Agreement Contract No. 013-20
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which may arise from or in connection with the perforrnance of the work hereunder by the
Consultant, its agents, representatives, employees, or subcontractors.
a. Minimum Scope of Insurance: The Consultant shall obtain insurance of the types
described below:
i. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on lnsurance Services Office (lSO) form
CA 00 0l or a substitute form providing equivalent liability coverage. [f necessary,
the policy shall be endorsed to provide contractual liability coverage.
ii. Commercial General Liability insurance shall be written on ISO occurrence
form CG 00 0l or a substitute form providing equivalent liability coverage and
shall cover liability arising from premises, operations, independent contractors
and personal injury and advertising injury. The City shall be named as an
insured under the Consultant's Commercial General Liability insurance policy
with respect to the work performed for the City.
iii. Workers' Compensation coverage as required by the Industrial Insurance laws
of the State of Washington.
iv. Professional Liability insurance appropriate to the Consultant's profession.
b. Minimum Amounts of lnsurance: The Consultant shall maintain the following
insurance limits:
i. Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
ii. Commercial General Liabilitv insurance shall be written with limits no less than
$ I ,000,000 each occurrence, $2,000,000 general aggregate.
iii. Professional Liability insurance shall be written with limits no less than
S1,000,000 per claim and $1,000,000 policy aggregate limit.
c. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability, Professional Liability and Commercial General
Liability insurance:
i. The Consultant's insurance coverage shall be primary insurance as respect the
City. Any insurance, self-insurance, or insurance pool coverage maintained by
the City shall be excess of the Consultant's insurance and shall not contribute
with it.
ii. The Consultant's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by
certified mail, return receipt requested, has been given to the City.
d. Acceptability of Insurers: lnsurance is to be placed with insurers with a current A.M.
Best rating of not less than A:VII.
e. Verification of Coverage: The Consultant shall furnish the City with original
certificates and a copy of the amendatory endorsements, including but not necessarily
limited to the additional insured endorsement, evidencing the insurance requirements
of the Consultant before commencement of the work.
11. Americans with Disabilities Act. The Consultant agrees to comply with all provisions of the
Americans with Disabilities Act and all regulations interpreting or enforcing such Act.
12. Privileged and Confidentia Information. During the term of this Agreement, Port Orchard
and the Consultant, to the extent of their right to do so and as required for each to perform its
obligations under this Agreement, may exchange proprietary and confidential information.
Except as specifically authorized by this Agreement, or otherwise approved by the City
in writing, all records or other information, documents, and materials furnished by the
a.
City to the Consultant will be used only in connection with work performed under this
City of Port Orchard
Kitsap Humane Society
Professional Service Agreement Contract No. 013-20
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Agreement. The Consultant will, upon completion or termination of this Agreement,
transmit to the City all records or other information, documents and materials, and
copies thereof, furnished by the City to the Consultant or developed by the Consultant
in the performance of this Agreement. Similarly, Port Orchard will return to the
Consultant all of the same type of records and information provided by the Consultant
to the City.
b. All proprietary or confidential information whether received visually, orally, in writing,
electronically, or in any other medium, is and shall remain the property of the disclosing
entity for a period of three (3) years or until relieved of that responsibility by the
information owner.
13. Venue and Choice of Law Clause. Any action at law, suit in equity, or other judicial
proceedings for the enforcement of this Agreement or any provision thereof shall be instituted only
in the courts of the State of Washington, Kitsap County. It is mutually understood and agreed that
this Agreement shall be governed by the laws of the State of Washington, both as to interpretation
and perforrnance.
14. Assigning or Subcontracting. The Consultant shall not assign, transfer, subcontract or
encumber any rights, duties, or interests accruing from this Agreement without the express prior
written consent of the City, which consent may be withheld in the sole discretion of the City.
f 5. Independent Contractor. The Consultant is and shall be at all times during the term of this
Agreement an independent contractor. Nothing in this Agreement shall create an
employee/employer relationship between the parties.
16. Notice. Any notices required to be given by the City to the Consultant or by the Consultant to
the City shall be in writing and delivered to the parties at the following addresses:
Consultant
Eric Stevens, Executive Director
Kitsap Humane Society
9167 Dickey Road NW
Silverdale, WA 98383
Phone: (360) 876-4407
Fax: (360) 895-9029 Phone: (360) 692-6977, ext. I ll5
17. Attorneys' Fees. In any suit or action instituted to enforce any right granted in this Agreement,
the substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable
attorneys' fees from the other party.
18. Extent of AgreemenUModification. This Agreement, together with attachments or addenda,
represents the entire and integrated Agreement between the parties hereto and supersedes all prior
negotiations, representations, or agreements, either written or orat. This Agreement may be
amended, modified or added to only by wriffen instrument properly signed by both parties.
19. Severability. If any section, sentence, clause or phrase of this Agreement should be held to be
invalid or unconstitutional by a court ofcompetentjurisdiction, such invalidity or unconstitutionatity
City of Port Orchard
Kitsap Humane Society
Professional Service Agreement Contract No. 013-20
City of Port Orchard
Robert Putaansuu, Mayor
216 Prospect Street
Port Orchard, WA 98366
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Exhibit e
ANIMAL CONTROL SERVICE AGREEMENT SCOPE OF SERVICES
With the dual function of being a Humane Society, as well as Animal Control, we can provide an all
encompassing animal welfare and control program to the City. The following is a list of services that will
be provided by Kitsap Humane Society:
l. Complaint investigation of animal cruelty and violations.
2. Removal and disposal of dead dogs and cats from streets and alleys.
3. Emergency services (24 hours Wr &y l7 days per week) to include the following:a. Injured stray animals.
b. Livestock on city maintained roadways.c. Dogs declared potentially dangerous or dangerous at rarge.d. Same day dog bites. (unprovoked)
e. Animals injured in accidents owned or otherwise.f. Law enforcement assistance.g. After hours we are contacted through answering service or Cen-Com.
4. Exemplary kenneling and care facilities for all city strays.
5. Redemption system for impounded animals.
6. An adoption program that promotes responsible pet ownership as well as securing the spaying or neutering
of the animals.
7 . Euthanasia and disposal of unclaimed animals.
8. A 24-hour lost and found pet information phone line. (360 492-6977 xl)
9- Administrative staffto oversee the programs as welt as support staffto handle phones, dispatching,
accounting and all general office functions.
10. A quarterly report will be submitted to dre City, which will reflect our activities.
I l. With the permission of the property owner and at the request of an etderly or disabled or infirm city residen!
Kitsap Animal Control will set and retrieve trap(s) necessary to impouni stray or injured domestic animals.
City of Port Orchard
Kitsap Humane Society
Professional Service Agreement Contract No. 013-20
Page 8 of 8
shall not affect the validity of constitutionality of any other section, sentence, clause or phrase of
this Agreement.
IN WITNESS WHEREOE the parties hereto have caused this agreement to be executed by
their proper officers on this 5 '{\ day of he r 2019.
CITY OF PORT ORCHARD
Robert
MMC, City Clerk
APPROVED AS TO FORM:
Mayor Eric
Cates, City
P
|l
I
()t.l.-(t7
City of Port Orchard
Kitsap Humane Society
Professional Service Agreement Contract No. 013'20
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