HomeMy WebLinkAbout4874 Contract Number: 4874
Vendor: KITSAP HUMANE SOCIETY
Subject: Animal Control Services
Department: City Clerk
File Class: LEG 12 -1
Begin Date: 1/1/2010
End Date: 6/1/2011
Review Date: 6/15/2011
Vault Date: 6/1/2013
Comments: New Agreement Negotiated 6 -11
PROFESSIONAL SERVICES AGREEMENT
Kitsap Humane Society
The City of Bremerton ("City") and Kitsap Humane Society ("Contractor"),
referred to collectively as the "Parties," enter into the following Agreement for
professional services:
I. Scope: The Contractor agrees to pe orm the services more specifically
described in the Scope of Work, dated , 20L, including any
attachments thereto , attached hereto as Exhib t A, whi is incorporated by reference
herein. The Scope of Work may be modified only pursuant to Section VII.G. of this
Agreement. If the Scope of Work provides for unspecified additional services such
services shall only be performed upon the express written request of the City.
Contractor further represents that the services furnished under this Agreement will be
performed in accordance with generally accepted professional practices in effect at the
time such services are performed.
II. Term: This Agreement shall be effective as of January 1, 2010 and continue until
terminated pursuant to Section IX of this agreement.
III. Compensation: In consideration of the services provided pursuant to this
Agreement, the City shall pay Contractor in an amount not to exceed two hundred and
four thousand dollars ($204,000) or seventeen thousand dollars ($17,000) per month.
Consultant's charges and bills shall conform to the fee schedule attached hereto as
Exhibit B and incorporated herein by this reference.
The Contractor shall submit regular billing statements detailing work perFormed
and amount charged on each task or portion thereof. The descriptions shall conform to
and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon
receipt of a conforming billing statement, the City shall promptly process payment.
PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and
accelerate and/or delay work tasks under the time frame set forth in Section II herein.
Contractor shall not perform work beyond the Scope of Work, nor shall be
compensated for such work, unless the Scope of Work or amount of compensation is
modified pursuant to this Agreement. Contractor shall only be compensated for
additional services if requested pursuant to Section I and, if not otherwise provided,
such compensation shall be in accordance with Exhibit B.
If a billing statement does not conform to this Agreement, the City may withhold
payment until the statement is brought into compliance. Such withholding does not
relieve Contractor of its obligations under this Agreement.
IV. Relationship of Parties: Contractor represents that it is skilled in the matters
addressed in the Scope of Work and is performing independent functions and
responsibilities within its field of expertise. Contractor and its personnel are
Bremerton/Kitsap Humane Society
Page 1 of 6
independent Contractors and not employees of the City. Contractor and its personnel
have no authority to bind the City or to control the City's employees and other
Contractors. None of the benefits provided by the City to its employees, including, but
not limited to, compensation, insurance, and unemployment insurance are available
from the City to the employees, agents, representatives, or sub-Contractors of the
Contractor. Contractor will be solely and entirely responsible for its acts and for the acts
of Contractor's agents, employees, representatives and sub-Contractors during the
perFormance of this Agreement. The City may, during the term of this Agreement,
engage other independent Contractors to perform the same or similar work.
As an independent Contractor, Contractor is responsible for its own
management. The City's administration and enforcement of this Agreement shall not be
deemed an exercise of managerial control over Contractor or its personnel.
As an independent Contractor, Contractor is responsible for payment of all taxes
and licensing fees necessary to perForm its obligations under this Agreement. These
taxes and fees include but are not limited to State industrial insurance, Business &
Occupation, State professional licensing, and City business licensing. If any taxes or
fees due the City have been declared delinquent, the City may withhold the delinquent
amount, plus any additional charges arising from the delinquency, from any payments
due Contractor.
V. Indemnification: Contractor shall defend, indemnify and hold the City, its o�cers,
o�cials, employees, agents and volunteers harmless from any and all claims, injuries,
damages, losses or suits, including all legal costs and attorney fees, arising out of or in
connection with the performance of this Agreement, except for that portion of the
injuries and damages caused by the City's sole negligence.
The City's review or acceptance of any of the work when completed shall not be
grounds to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject
to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent negligence
of the Contractor and the City, its officers, officials, employees, agents and volunteers,
the Contractor's liability hereunder shall be only to the extent of the Contractor's
negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'S
WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY
FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this
Agreement.
Bremerton/Kitsap Humane Society
Page 2 of 6
VI. Insurance: The Contractor shall procure and maintain for the duration of the
Agreement, insurance against claims for injuries to persons or damage to property
which may arise from or in connection with the perFormance of the work hereunder by
the Contractor, its agents, representatives, employees, sub-Contractors or sub-
Contractors.
Before beginning work on the project described in this Agreement, the Contractor
shall provide a Certificate of Insurance evidencing:
1. Automobile Liabilitv insurance with limits no less than $1,000,000 combined
single limit per accident for bodily injury and property damage; and
2. Commercial General Liabilitv insurance written on an occurrence basis with
limits no less than $1,000,000 combined single limit per occurrence and general
aggregate for personal injury, bodily injury and property damage. Coverage shall
include but not be limited to: blanket contractual; products/completed
operations/broad form property damage; explosion, collapse and underground
(XCU) if applicable; and employer's liability; and
Any payment of deductible or self insured retention shall be the sole
responsibility of the Contractor.
All required policies shall be provided on an "occurrence" basis except
professional liability insurance (if required), which may be provided on a"claims-made"
basis.
The City shall be named as an additional insured on the Commercial General
Liabifity insurance policy, as respects work performed by or on behalf of the Contractor
and a copy of an endorsement that is acceptable to the City, which names the City as
an additional insured shall be attached to the Certificate of Insurance. The City
reserves the right to receive a certified copy of all the required insurance policies and
endorsements. The City further reserves the right to reject any unacceptable policies
and/or endorsements.
The Contractor's Commercial General Liability insurance shall contain a clause
stating that coverage shall apply separately to each insured against whom claim is
made or suit is brought, except with respects to the limits of the insurer's liability.
The Contractor's insurance shall be primary insurance as respects the City and
the City shall be given thirty (30) days prior written notice by certified mail, return receipt
requested, of any cancellation, suspension or material change in coverage.
The City also reserves its unqualified right to require at any time and for any
reason, proof of coverage in the form of a duplicate of the insurance policy with all
endorsements as evidence of coverage.
Bremerton/Kitsap Humane Society
Page 3 of 6
VII. General Conditions:
A. Reports and Information: When requested by the City, Contractor shall furnish
periodic reports and documents on matters covered by this Agreement. The reports
and documents shall be furnished in the time and form requested. Contractor shall
maintain accounting records in accordance with Generally Accepted Accounting
Principles (GAAP) to substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents,
drawings, designs and reports, including those in electronic format, developed under
this Agreement are the property of the City. All written information submitted by the City
to the Contractor in connection with the services performed by the Contractor under this
Agreement will be safeguarded by the Contractor to at least the same extent as the
Contractor safeguards like information relating to its own business. If such information
is publicly available or is already in Contractor's possession or known to it, or is rightfully
obtained by the Contractor from third parties, Contractor shall bear no responsibility for
its disclosure, inadvertent or otherwise.
All data, documents and files created by Contractor under this Agreement may
be stored at Contractor's office in Silverdale, Washington. Contractor shall make such
data, documents, and files available to the City upon its request at all reasonable times
for the purpose of editing, modifying and updating as necessary until such time as the
City is capable of storing such information in the City's offices. Duplicate copies of this
information shall be provided to the City upon its request, and at reasonable cost.
All documents, including all reports, drawings, specifications, computer software
or other items prepared or furnished by Contractor pursuant to this Agreement, are
instruments of service with respect to the project and are the property of the City. Any
reuse by the City for other than the specific purpose intended will be at City's sole risk.
C. Work PerFormed at Contractor's Risk: Contractor shall take all precautions
necessary and shall be responsible for the safety of its employees, agents, and sub-
Contractors in the perFormance of the work hereunder and shall utilize all protection
necessary for that purpose. All work shall be done at Contractor's own risk, and
Contractor shall be responsible for any loss of or damage to materials, tools, or other
articles used or held for use in connection with the work.
D. Place of Work: The Contractor shall perform the work authorized under this
Agreement at its offices in Silverdale, Washington, and within the Bremerton City limits.
Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at
the City's offices, or at locations mutually agreed upon by the parties.
E. Entire Aqreement: This Agreement and its Exhibits constitutes the entire
agreement between the Parties, and the Parties acknowledge that there are no other
agreements, written or oral, that have not been set forth in the text of this Agreement.
F. Severabilitv: Should any part of this Agreement be found void, the balance of
the Agreement shall remain in full force and effect.
Bremerton/Kitsap Humane Society
Page 4 of 6
G. Modification: This Agreement may only be modified by written instrument
signed by both Parties.
H. Written Notices: All communications regarding this Agreement shall be sent
to the parties at the addresses listed below by registered or 1 st class mail, or by
personal service, and shall be deemed sufficiently given if sent to the addressee at the
address stated in this Agreement or such other address as may be hereafter specified
in writing.
City Address
City Clerk
City of Bremerton
345 6 Street, Suite 600
Bremerton, WA 98337-1873
Contractor Address
Kitsap Humane Society
9167 Dickey Rd NW
Silverdale, WA 98383-8860
I. Waiver: Failure to enforce any provision of this Agreement shall not be deemed
a waiver of that provision. Waiver of any right or power arising out of this Agreement
shall not be deemed waiver of any other right or power.
J. Non-Waiver of Breach: The failure of the City to insist upon strict performance
of any of the covenants and agreements contained herein, or to exercise any option
herein conferred in one or more instances shall not be construed to be a waiver or
relinquishment of said covenants, agreements or options, and the same shall be and
remain in full force and effect.
K. Compliance with Laws: Contractor shall comply with all applicable Federal,
State, and local laws in perForming its obligations under this Agreement.
L. Choice of Law and Venue: This Agreement shall be interpreted according to
the laws of the State of Washington. Any judicial action to resolve disputes arising out
of this Agreement shall be brought in Kitsap County Superior Court.
M. Attornevs' Fees: In the event of litigation to enforce any of the terms or
provisions herein, each party shall pay all its own costs and attorney's fees.
N. Assianment: Any assignment of this agreement by the Contractor without the
written consent of the City shall be void.
VIII. Nondiscrimination: Contractor shall not discriminate in employment or services
to the public on the basis of race, color, national origin, sex, religion, age, marital status,
disability, or sexual orientation except for employment actions based on bona fide
occupational qualification.
IX. Termination: This Agreement shall remain in force until terminated by
written instrument upon mutual consent, or by the City of Bremerton for convenience.
This Agreement may be immediately terminated for cause by a Party if the other Party
substantially fails to pertorm through no fault of the terminating Party, and the non-
Bremerton/Kitsap Humane Society
Page 5 of 6
perForming Party does not commence correction of the failure of performance within
thirty (30) days of the terminating Party's sending notice to the non-performing Party.
Any Notice by Contractor shall include a report showing the status of all items listed in
the Scope of Work current through the termination date.
A. Excusable Delavs: The right of Contractor to proceed shall not be terminated
nor shall Contractor be charged with liquidated damages for any delays in the
completion of the work due to: 1) any acts of the federal government in controlling,
restricting, or requisitioning materials, equipment, tools, or labor by reason of war,
national defense, or other national emergency; 2) any acts of the City, its Contractors,
or other public agencies causing such delay; and 3) causes not reasonably foreseeable
by the parties at the time of the execution of the Agreement that are beyond the control
and without the fault or negligence of the Contractor, including, but not restricted to, acts
of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER,
that the Contractor must promptly notify the City within ten (10) calendar days in writing
of the cause of the delay. If, on the basis of the facts and the terms of this Agreement,
the delay is properly excusable, the City shall, in writing, extend the time for completing
the work for a period of time commensurate with the period of excusable delay.
B. Riqhts Uaon Termination: In the event of termination, the City shall pay for all
services perFormed by the Contractor to the effective date of termination, as described
on a final invoice submitted to the City. After termination, the City may take possession
of all records and data within the Contractor's possession pertaining to this project
which may be used by the City without restriction. Any such use not related to the
project which Contractor was contracted to perForm shall be without liability or legal
exposure to the Contractor.
Approved as to form:
� B erton City Attorne
H:�Animal Control\Contract DocumentsWnimal Control Contract 2010.doc
CONTRACTOR
1 �
By: ��„ _ � za.��� ��„s�� ��..�.�,� �<.,��
�ts: -��
Date: i/y/.�
� Attest:
� �
�_ �
,i ;� ,�
iyCle
Bremerton/Kitsap Humane Society
Page 6 of 6
CITY OF BREMERTON
EXHIBIT A
SCOPE OF SERVICES
The following is a list of services that will be provided by Kitsap Humane Society with
the approval of the 2010 service agreement.
With the dual function of being a Humane Society as well as Animal Control, the society
will provide an all encompassing animal welfare and control program to the City.
1. Investigate complaints of animal cruelty and violations.
2. Remove and dispose of dead dogs and cats from streets and alleys.
3. Provide 24-hour 7-days a week emergency services, to include the following:
a. Injured stray animals.
b. Livestock on City-maintained roadways.
c. Dogs declared potentially dangerous or dangerous at large.
d. Same day dog bites. (unprovoked)
e. Animals injured in accidents, owned or otherwise.
f. Assistance to City law enforcement officers for DUI, DWI stops and/or
traffic accidents involving dogs or cats. (After hours we are contacted
through answering service or Cen-Com.)
4. Provide veterinary care for injured stray animals.
5. Provide kenneling and care facilities for all City strays, including inoculations
and flea treatment for those animals.
6. Provide a redemption system for impounded animals.
7. Provide an adoption program that promotes responsible pet ownership as well
as securing the spaying or neutering of animals in order to reduce population.
8. Provide euthanasia and disposal of unclaimed animals.
9. Provide a 24-hour lost and found pet information phone line and develop, if
possible, a web site with appropriate safeguards to view animals that have
been picked up as stray. (360-692-6977 x 1)
10. Develop an education program that reaches children and adult groups,
promoting responsible pet ownership.
il. Provide administrative staff to oversee the programs as well as support staff to
handle phones, dispatching, accounting and all general office functions.
12. Work with the City to develop a comprehensive licensing program.
13. Provide subsidized surgery program for low-income residents of the City.
Bremerton/Kitsap Humane Society
Contract — 2010
EXHIBIT A
14. Act as a resource facility for court-ordered community service.
15. Work with the City to develop mutually agreeable performance measures and
reporting methodology.
16. Submit a monthly report to the City which reflects animal control activities, with
annual comparisons where reliable data exists.
17. With the permission of the property owner and at the request of an elderly or
disabled or infirm Ciry resident, Kitsap Animal Control will set and retrieve
trap(s) necessary to impound stray or injured domestic dogs and/or cats.
Bremerton/Kitsap Humane Society
Contract — 2010
EXHIBIT B
FEE SCHEDULE
All services detailed within the Scope of Services (Exhibit A) shall be included in the
monthly compensation rate of $17,000.
The City shall pay the Society for costs of impoundment of animals exceeding 30 days
due to the Bremerton Municipal Court requiring the retention of evidence (animals).
Such Boarding costs for impoundment beyond 30 days shall be limited to:
• Small Animals -$16.29 per day, or $114 per week
• Larger Animals (Livestock) -$21.72 per day, or $152.04 per week
In the event the Society finds it necessary to board the animals at other shelters for
Court ordered impoundment beyond 30 days the City shall pay the Society for additional
expenditures for veterinarian costs including medicine and lab work which will be billed
separately at the Society's costs. The Society shall notify the City on the 25 day if it
appears Court ordered impounded animals will be sheltered for over 30 days.
Bremerton/Kitsap Humane Society
Contract — 2010