AG 19-094 - Humane SocietyRETURN TO:L�5C-'j J ON��j EXT: 6 --
CITY—
CITY OF FEDERAL �tl/AY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT./DIV: S
ORIGINATING STAFF PERSON: �s��....... 0 NF—r, EXT:6 I3 3. DATE REQ. BY:
TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
PSPROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
PROJECT NAME: �kW r4 < 9 0"
NAME OF CONTRACTOR:
ADDRESS:
E-MAIL:
SIGNATURE NAME:
TELEPHONE
_ FAX:
TITLE
EXHIBITS AND ATTACHMENTS:V�-sCOPE, WORK OR SERVICES KCCOMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
TERM: COMMENCEMENT DATE:
u 1
COMPLETION DATE: D Fc 1 202
TOTAL COMPENSATION $ l 3 6 00 +' C -HOW �a Mit 71 � 3�n'(s v�,po�wDs (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT:
❑ PURCHASING: PLEASE CHARGE TO:
0. DOCUMENT/CONTRACT REVIEW
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
I. COUNCIL APPROVAL (IF APPLICABLE)
CONTRACT SIGNATURE ROUTING
❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE
INITIAL / DATE REVIEWED INITIAL/ DATE APPROVED
sbalm
SCHEDULED COMMITTEE DATE: '� CONMTTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:—
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL/ DATE SIGNED
❑ LAW DEPARTMENT ]�g G S lq
❑ SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG#
❑ SIGNED COPY RETURNED
;OMMENTS
L
DATE SENT:
;�.k 51
COUNCIL MEETING DATE: May 14, 2019 ITEM #:
CITY OF FEDERAL WAY
CITY COUNCIL
AGENDA BILL
SUBJECT: THE HUMANE SOCIETY FOR TACOMA AND PIERCE COUNTY AGREEMENT FOR SHELTER AND
RELATED SERVICES
POLICY QUESTION: Should the police department renew the contract with the Tacoma and Pierce County
Humane Society? 4
t
COMMITTEE: PRHS&PSC MEETING DATE: Maya, 2019
CATEGORY:
® Consent ❑ Ordinance ❑ Public Hearing
❑ City Council Business ❑ Resolution ❑ Other
STAFF REPORT BY: Commander Casey Jones DEPT: PD
Attachments: Staff Report
Humane Society Agreement
Options Considered: 1. Accept the recommendation to renew the Humane Society Agreement.
2. Reject the recommendation to renew the Humane Society Agreement.
MAYOR'S RECOMMENDATION: Option #1— accept the recommendation to renew the Humane Society
Agreement
MAYORAPPROVAL: P ✓� j��' �f DIRECTORAPPROVAL:+�
COMMITTEE RECOMMENDATION: I move to forward the proposed Humane Society contract to the May
2019 consent agenda for approval. Z
Committee Chair ComVrgee Member Committee Member
V _
PROPOSED COUNCIL MOTION: "I move approval of the Humane Society for Tacoma and Pierce County
Agreement for Shelter and Related Services, effective February 1, 2019 through December 31, 2020, with a
total compensation of approximately $152,200 and authorize the Mayor to sign said agreement. "
(BELOW TO BE COMPLETED BY CITY CLERK'S OFFICE)
UNCIL ACTIO
APPROVED COUNCIL BILL #
[�
DENIED First reading
❑ TABLED/DEFERRED/NO ACTION Enactment reading
❑ MOVED TO SECOND READING (ordinances only) ORDINANCE #
REVISED— 12/2017 RESOLUTION#
CITY OF FEDERAL WAY
MEMORANDUM
DATE: May 7, 2019
TO: Jim Ferrell, Mayor
FROM: Andy Hwang, Chief of Police
SUBJECT: The Humane Society for Tacoma and Pierce County Agreement for
Shelter and Related Services
Financial Impacts:
For 2019 the cost to the City for the Humane Society animal services agreement was
included within the approved budget under the police department budget line 001-2100-113-
554-31-452. Upon completion of the agreement with the licensor, costs will be $5000 per
month ($60,000 per year) for 2019 plus $25 per day, per animal, for all animals held over 3
days. In 2020, the costs will increase to $6350 per month ($76,200) plus $25.75 per day, per
animal, for all animals held over 3 days, which will exceed the approved budget for 2020. I
recommend an estimated $16,000 to help cover the costs of animals held over 3 days in 2019
and 2020 for a total compensation of approximately $152,200 for the 2 year agreement.
Bacic e•ound Information:
The Animal Services Unit of the Federal Way Police Department has contracted with the
Tacoma and Pierce County Humane Society since the inception of our Animal Services
Unit in 2011. The city uses the Humane Society for stray animals, impounded animals,
disposal of unclaimed animal carcasses, and for licensing services. The Humane Society
plays a vital part in reuniting lost animals with owners, in adopting found animals with
their forever families, and they have a role in animal abuse investigations. They hold our
animals that have been quarantined due to an attack, and have holding areas for animals
that have been declared vicious or dangerous.
The Humane Society has increased the costs to the City (and other agencies that contact
with the Humane Society). In 2018 they announced their intent to implement another
substantial increase in charges to their contract cities. Those cities formed a coalition to
have better bargaining power but ultimately the coalition was not successful in reaching a
unified agreement with the Humane Society. The City explored other alternatives by
examining potential costs with Green River Humane Society, and by discussing the
feasibility of building our own shelter. After analyzing these alternatives and despite the
increase costs at the Tacoma and Pierce County Humane Society, the recommended
choice is to renew the contract with the Tacoma and Pierce County Humane Society.
Rev. 7/18
CITY OF: CITY HALL
33325 8th Avenue South
ra l Way
FedeFederal Way, WA 98003-6325
(253) 835-7000
wvAv_ cityoffederatmy com
PROFESSIONAL SERVICES AGREEMENT
FOR
HUMANE SOCIETY FOR TACOMA AND PIERCE COUNTY
This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and the Humane Society for Tacoma and Pierce County, a Washington non-profit corporation formed
and operating pursuant to RCW 16.52.020 ("Contractor"). The City and Contractor (together "Parties") are located and do
business at the below addresses, which shall be valid for any notice required under this Agreement:
HUMANE SOCIETY FOR TACOMA AND PIERCE CITY OF FEDERAL WAY:
COUNTY:
Stuart Earley, CEO
2608 Center Street
Tacoma, WA 98409
253-284-5821 (telephone)
StuartE(a5thehumanesociety.org
The Parties agree as follows:
POLICE DEPARTMENT
Andy Hwang, Chief
33325 8th Avenue South
Federal Way, WA 98003-6325
253-835-6700 (telephone)
L�'����te raI]�3�rr_Gitrt�€l�.�a�-�ilway.com
1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the
date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any
event no later than December 31, 2020 ("Term"). This Agreement may be extended for additional periods of time upon the
mutual written agreement of the Parties.
2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"),
attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other
similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's
satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee.
The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is
appropriately accredited and licensed by all applicable agencies and governmental entities. Services shall begin
immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval
of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of
responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of
defective or non -complying performance, its substantiality or the ease of its discovery.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other
party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if
the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of
this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future.
4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum
amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference.
The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at
the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible
for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment
under this Agreement.
4.2 Method of Payment. On a monthly basis and per Exhibit B, the Contractor shall submit a voucher or
PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 3/2017
�Fecleral Way
CITY HALL
33325 8th Avenue South
Federal Way: WA 98003-6325
(253) 835-7000
vn av cityoffederalway corn
invoice in the form specified by the City, including a description of what Services have been performed. The Contractor
shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only
after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City
representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor
will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the
work meets the requirements of the Agreement.
4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this
Agreement for any future fiscal period, the contract will terminate at the end of the funded fiscal period.
5. INDEMNIFICATION.
5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its
elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all
claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries,
damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by
any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising
from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance
of this Agreement, except for that portion of the claims caused by the City's sole negligence. 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, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the
extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify
the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent
and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of
any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any
immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the
purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the
amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability
benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this
waiver.
5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers,
directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims,
demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages,
liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all
persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from,
resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of
the City.
5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with
respect to any event occurring prior to such expiration or termination.
6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with
the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for
the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as
follows:
6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such fonns
and with such carriers who have a rating that is satisfactory to the City:
a. Commercial general liability insurance covering liability arising from premises, operations,
PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 3/2017
CITY or CITY HALL
A ■ Feder 8th Avenue South
Federal �'�i!■Vl Federal Way, WA 98003-6325
(253) 835-7000
w rw. cayoffederal way corn
independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property
damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than
$1,000,000 for each occurrence and $2,000,000 general aggregate.
b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the
laws of the State of Washington.
C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a
minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for
bodily injury, including personal injury or death, and property damage.
d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000
policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring
by reason of acts, errors or omissions of the Contractor.
6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement 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 Contractor's insurance coverage shall be primary insurance with
respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the
Contractor's insurance and shall not contribute with Contractor's insurance.
6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general
liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of
insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At
the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of
premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to
maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project
completion and acceptance by the City.
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement.
7. CONFIDENTLA,LITY. All information regarding the City obtained by Contractor in performance of this
Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may
be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the
Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of
any public records request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design
specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor
while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and
files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the
expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession
of Contractor shall be delivered to the City.
9. BOOKS AND RECORDS. The Contractor shall make all related data, documents, and files available to the City
and shall deliver all needed or contracted work -product upon the City's request. At the expiration or termination of this
Agreement, all materials and data related to the scope of work will be provided to the City.
10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and
that the Contractor has the ability to control and direct the performance and details of its work, the City being interested
only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick
leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an
incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its
employees, agents, and subcontractors in the performance of the Services specified in this Agreement 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 Services. The
PROFESSIONAL SERVICES AGREEMENT -3 - Rev. 3/2017
CITY OF CITY HALL
8th
Federal4! Feder 8th Avenue South
Federal Way, \NA 980036325
(253) 835-7000
mem__ atyoffederalmay com
Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement.
Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a
secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment
contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify
the City and complete any required form if the Contractor retired under a State of Washington retirement system and
agrees to indemnify any losses the City may sustain through the Contractor's failure to do so.
11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services
during the Term for other entities or persons; however, such performance of other services shall not conflict with or
interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in
favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with
any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting,
signing, administration of this Agreement, or the evaluation of the Contractor's performance.
12. EQUAL OPPORTUNITY_ EMPLOYER. In all services, programs, activities, hiring, and employment made
possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its
subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any
person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin,
marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity,
or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide
occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the
following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60
RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act
of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non-
discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and M od i f ication. This Agreement, together with any attached Exhibits, contains all of the
agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or
agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this
Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective
captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to
modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared
invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other
provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement
that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as
having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended,
waived, or modified except by written agreement signed by duly authorized representatives of the Parties.
13.2 Ansi�vi nent and Benefit iarits. Neither the Contractor nor the City shall have the right to transfer or assign,
in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If
the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and
effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and
obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and
assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person
or entity shall have any right of action or interest in this Agreement based on any provision set forth herein.
PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017
ct r v OF CITY HALL_
Feder 8th Avenue South
4% Fe d e ra I Way
Federal Way, WA 98003-6325
(253) 835-7000
ivivvv. cityobederal o-ny com
13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all
applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions,
regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation
of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this
Agreement, this Agreement may be rendered null and void, at the City's option.
13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which
performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the
Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the
addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the
notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any remedies
provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other
remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any
of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one
or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and
the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default
immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default
does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed
by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute,
difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall
be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington,
unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction
over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to
the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such
courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall
pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including
all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be
construed to limit the Parties' rights to indemnification under Section 5 of this Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and
warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had
signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in
making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages
from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement
and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have
executed a counterpart of this Agreement shall be the "date of mutual execution" hereof.
[Signature page follows]
PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 3/2017
CITY CITY HALL
Federal '1 ay Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www0yoSederalwaycony
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
Jim ell, ayor
DATE:
ATTEST:
4rd,A�
W-�Nt4m
to a 'e Courtney, CMC, Ctj
rk
APPROVED AS TO FORM:
01-1t e,
J. Ryan Call, City Attorney
HUMANE SOCIETY FOR TACOMA AND PIERCE COUNTY:
By.
Printed Name: 4 (A a - O -E-
Title: �xi1'k EY,, LSTI �� , C -e r
DATE: a5 OI
STATE OF WASHINGTON)
ss.
COUNTY OF �,VU, )
On this day personally appeared before me tUA v--+ Ccs +r (C_ to me known to be the
(JZ Q of U 4tat executed the foregoing
instrument, and acknowledged the said instrument to be the fr6e and voluntary act Xd&&6?Qaaid c oiporation,
for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said
instrument and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN my hand and official seal this 2-t5 day ofp_ , 20jj.
Notary's signature
t'. % Notary's printed name L "� k`
Notary Public in and for the State of Washington.
My commission expires l—e,b,,-U 2U Z �
'/I'•r�ir ffl�11I�1Sii:
PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 3/2017
cr7r OF
Fe d e ra i Way
SERVICES
CITY HALL
33325 8th Avenue South
Federal Way, WA 980036325
(253) 835-70DD
wvnv cityouffederalway. com
THE CONTRACTOR AGREES:
(1) To furnish, maintain, and to employ adequate staff for suitable shelter for the handling of stray,
impounded, and unwanted companion animals turned over to the Society by the Municipality or its residents.
Companion animals are specifically defined as dogs, cats, domestic birds, domestic rabbits and small domestic
rodents. Companion animals specifically exclude livestock (horses, cows, pigs, sheep, goats, fowl, etc.)
venomous or dangerous reptiles and wild or exotic animals. Such facility shall include cat kennels and dog
kennels, as well as facilities for the humane disposal of sick and injured companion animals. The facility will
provide disposal (cremation) services for animals deceased upon arrival or during the time of sheltering.
Impounded animals, awaiting disposition by the courts will be held for up to 3 days and subject to an additional
charge after the first three days. After three days, board will be charged to Municipality at the rate of $25 per
day per animal in 2019.
(2) To keep the shelter staffed and open for the purposes of receiving companion animals and allowing such
animals to be redeemed during regular business hours; provided that the Society shall establish and maintain 7 -
day per week, 24-hour per day access for Municipality animal control officers to drop off companion animals or
carcasses outside of normal shelter hours. It is understood that this does not include responsibility for care of
sick or injured companion animals outside of normal shelter hours.
(3) To provide licensing services for resident of the Municipality for animals adopted or impounded at the
Humane Society shelter whose owner resides within the Municipality. The license service for impounded and
adopted animals shall be provided during normal business hours. The Humane society shall maintain complete
and adequate records of all licenses issued and shall provide a timely report to the Municipality listing the name
and address of the licensee and a description of the animal licensed. The Humane Society will retain all revenue
from licenses sold at the shelter and payments shall be made directly to the Humane Society.
(4) To provide orientation and training to Municipality animal control officers on the Society shelter and its
admissions policies, practices and other Society operations as appropriate.
(5) To maintain complete records of animals received and animals disposed of on behalf of the Municipality
and other entities with whom the Municipality has contracted. The Society agrees to promptly make its records
of investigations available for the Municipality's inspection at reasonable times, and to furnish reports of the
Society's activities to the Municipality, and to provide, within reason, such other data as the Municipality
requests and as may be inspected or requested by other entities with whom the Municipality has contracted. This
means the Society at such times and in such form as the Municipality may require, shall furnish the Municipality
with periodic reports pertaining to the work and services undertaken pursuant to this Contract. The Society will
make available to the Municipality all work-related records and documents for inspection, or evaluation during
normal business hours in order to assess performance, compliance and/or quality assurance under this Contract.
The Society further agrees to fully cooperate with any civil or criminal investigations by the Municipality and to
make its employees available for interviews conducted in the furtherance of such investigations.
(6) To provide access to computers for Municipality Animal Control Officers to enter data into the database
software for animals picked up by Municipality Animal Control Officers.
(7) To provide basic blood draw, fecal sample, lab tests and weight at time of admission for animals involved
in cruelty investigations, requested by Municipality Animal Control Officers. This service will be offered for
PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017
CITY OF CITY HALL
Federal
WayFeder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
k,m w_ a yoffederalway. com
cases of 1 to 2 animals and may be repeated weekly as deemed necessary by the Veterinarian staff at the Humane
Society. The costs associated with any additional lab tests will be billed separately to the Municipality. Cruelty
cases larger than two animals will require advance notification in order to perform this service.
(8) To procure and maintain comprehensive general liability insurance, and professional liability insurance
with limits not less than $1,000,000.00 ($1,000,000.00 bodily and personal injury and property damage
insurance). The Municipality is to be named as an additional insured and such insurance as is carried by the
Society is primary over any insurance carried by the Municipality.
(9) To furnish equipment and supplies used in the performance of the Society's obligations arising from this
contract, except equipment and supplies that the Municipality expressly promises to furnish outside of this
contract.
(10) The Society agrees to hold harmless, indemnify and defend the Municipality and its officers, officials and
employees from any claim, liability, lawsuit or legal judgment arising from or out of the negligent or tortious
actions or inactions of the Humane Society in its performance of the activities and services set forth herein in this
agreement to be performed by the Society. The Agreement to indemnify, defend and hold harmless the
Municipality by the Society shall not apply to any loss, claim, liability, lawsuit or legal judgment arising from
the sole negligence of the Municipality. This provision shall survive the expiration or termination of this
agreement with respect to any event occurring prior to such expiration or termination.
(11) To allow Municipality Animal Control Officers to sanitize their vehicles in accordance with Society
practices until the Society requires the sanitizing facility to be vacated for construction. The Humane Society
will provide 90 days' notice if the area is to be vacated.
(12) Non-discrimination. The Society agrees to take all steps necessary to comply with all federal, state and
local laws and policies regarding nondiscrimination and equal employment opportunities. The Society shall not
discriminate in any employment action because of race, religion, color, national origin or ancestry, sex, gender
identity, sexual orientation, age marital status, familial status, or the presence of any sensory, mental or physical
handicap.
THE MUNICIPALITY AGREES:
(1) To pay those fees outlined in Exhibit B.
(2) Impounded animals, awaiting disposition by the courts or held as directed by the Municipality will be
held for a maximum of 3 days without additional charge. After 3 days, board will be charged to the Municipality
at the rate of $25 per day. The boarding rate will reflect a 3% increase to $25.75 per day in 2020. The Society
will invoice the Municipality by the 201h of each month for the prior month's activity.
Boarding charges for impounded animals beyond 3 days will cease when the Municipality provides written
notification to the Society of the release. The written authorization to release will include the animal number, a
description of the animal, and document further actions to be taken (if any) with the animal (such as release to
owner, euthanasia, etc.).
(3) Authorizes the Society to act on behalf of the Municipality for the purpose of selling pet licenses to
owners of pets residing in the Municipality in accordance with PCC Chapter 6.04.
(4) To allow the Humane Society to retain all adoption, impound, board, fines and other fees collected from
the public for animals accepted into the shelter.
PROFESSIONAL SERVICES AGREEMENT -8 - Rev. 3/2017
CITY OF CITY HALL
Federal Way Feder 8th Avenue South
Federal Way: WA 98003-6325
(253) 835-7000
mvw_ d4toffederalway. com
(5) To provide the Humane Society all licenses and licensing material for the Municipality and any other
entities with whom the Municipality has contracted with.
(6) Until the Humane Society accepts the animal, the Municipality is responsible for all after-hours
emergency care of any animal that it impounds. The Municipality will be responsible for payment of care for
impounded animals taken by the Municipality after hours to veterinary clinics by its Animal Control officers.
During hours that the shelter is open, the Society will provide veterinary care. The Municipality is responsible
for transporting the animal from any veterinary clinic to the Humane Society once the animal is stabilized.
(7) Animal Control Officers will perform the following intake functions:
Move animals from ACO vehicle into intake area.
■ Ensure relevant details are entered into the animal sheltering management database selected by
the Society, including:
o Description of an animal's health or temperament, to the best of their knowledge;
o Contact information, if ongoing communication is required (vet, ACO, animal owner, etc.)
o Hold and release instructions, when special directions apply.
• Place cats and very small animals into carriers and place the carriers in the Humane Society
designated receiving area.
Place dogs in designated kennels or receiving area.
• After hours, set kennel with water.
• Remove and appropriately dispose of any debris (including feces and animal hair) associated with
the City's transport, crating, or kenneling of an animal.
• Animal Control Officers will provide the following supplemental records to assist the Humane
Society with animal care:
o Veterinary records (if the animal has been discharged from an animal hospital).
o Selected investigation records (if the animal is suspected of being a potentially -dangerous or
dangerous animal).
0 Officers will take primary responsibility for communication with animal owners, media, and
interested parties about the status of an impounded animal. Confidentiality, as defined in this agreement,
will be maintained.
(8) Municipality will provide its own Potentially Dangerous Dog (PDD) and Dangerous Dog (DD) hearings
and services. Any euthanasia required by the PDD and DD programs will be paid for by the dog owner.
(9) The Municipality Animal Control officers will completely and accurately perform the data input required
for shelter admission as well as scan each animal for microchips. During shelter business hours, the Society
PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 3/2017
CITY OF 33HALL
32
Federal Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www_ dty offederalway cam
employees will administer vaccines. After shelter business hours, officers must administer vaccines provided by
the Society to animals dropped off at the shelter as required by shelter admissions policy, with the exception of
when Municipality Animal Control officers have an emergency situation or the animal's behavior is dangerous,
provided the officer notes the exception in the intake form. In these circumstances, every attempt will be made to
leave these animals in night hold and ensure they do not enter the general population. The Society will provide
the necessary training for the vaccinations and computer intake requirements.
(10) To hold the Society harmless from any damages, attorneys' fees, or costs incurred by the Society, as a
result of litigation which (a) names the Society and (b) involves a local ordinance that is declared illegal or
unenforceable and upon which the Society relied in the performance of its obligations under this agreement.
MUTUAL COVENANTS AND UNDERSTANDINGS — both parties hereto agree to the following
conditions:
(1) All persons employed by the Society to perform its obligations under this contract shall be employees of
the Society and not of the Municipality.
(2) Either party can terminate this contract, during the contract period, upon 180 days' written notice;
Provided that either party may terminate this upon 60 days' written notice for breach of any material clause
herein. To facilitate timely renewal or termination, the parties agree to commence negotiations for the 2021-2022
contract by June 1, 2020, and to gather and provide to each other all pertinent data reasonably necessary to
meaningfully negotiate.
(3) If the contract is not renewed by the end of the contract period, this contract will terminate on its
expiration date.
(4) The Municipality and the Society will schedule and attend quarterly operational meetings.
(5) Modification. This instrument constitutes the entire Agreement between the parties and supersedes all
prior agreements. No modification or amendment shall be valid unless evidenced in writing, properly agreed to
and signed by both parties. In the event either party shall desire to renegotiate any provision of the agreement,
the party shall notify the other party in writing identifying the provision or provisions to be renegotiated, the
requested changes, and shall state the reasons for the request. The party receiving the request shall respond in
writing on or before the end of the 90 -day period.
(6) Notices. All notices, requests, demands and other communications required by this Agreement shall be in
writing and, except as expressly provided elsewhere in this Agreement, shall be deemed to have been given at the
time of delivery if personally delivered or at the time of mailing if mailed by first class, postage pre -paid and
addressed to the party at its address as stated in this Agreement or at such address as any party may designate at
any time in writing.
Notice of Monthly Billing and Licenses issued shall be e-mailed to:
ATTN: Casey Jones
C:asev iones+'ii)citvoffederglway.com
CC: Suzanne Mortell
Suzanne.Mortell(a� CityofFederal Way. com
Notice to Municipality shall be sent to:
PROFESSIONAL SERVICES AGREEMENT _10- Rev. 3/2017
CITY
CH Y OF 3332 HALL
South
Feder 8th Avenue 8003
`i® Federal Way, tNA 98003-6325
(253) 835-7000
mvw clfyoffederalway. cam
City of Federal Way
Mayor's Office
33325 8"' Ave S.
Federal Way, WA 98003
Notice to the Society shall be sent to.-
The
o:
The Humane Society for Tacoma and Pierce County
Attn: Stuart Earley, CEO
2608 Center Street
Tacoma, WA 98409
(7) Costs and Fees. Before entering into litigation, the parties should attempt to resolve
differences through dispute -resolution, mediation, arbitration, or other such services. In the event of litigation
concerning the terms of or performance under this Agreement, the prevailing parry, in addition to costs, shall be
entitled to reasonable attorney's fees as determined by the court.
(8) Benefits. This Agreement is entered into for the benefit of the parties to this Agreement only and
shall confer no benefits, direct or implied, on any third persons.
EXHIBIT B
PROFESSIONAL SERVICES AGREEMENT - 11 - Rev. 3/2017
crsY of
, Federal
CITY HALL
Way
33325 8th Avenue South
Federal Way, INA 98003-6325
(253) 835-7000
iK�;nv_ciwffederalapay com
COMPENSATION
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed $60,000.00 (plus $25.00 per day for animals kept over three days) in 2019 and $76,200.00 (plus
$25.75 per day for animals kept over three days) for 2020.
2. Method of Compensation: The City shall pay the Contractor a fixed rate of $5000 per month ($60,000
per year) plus $25.00 per day for each animal kept over three days in 2019. The City shall pay the
Contractor a fixed rate of $6350 per month ($76,200.00 per year) plus $25.75 per day for each animal
kept over three days in 2020.
3. In consideration of the Shelter performing the services contemplated by this Agreement, the Municipality
agrees to pay a flat rate based on the per -animal rates identified in Table A for up to 515 animals per
year.
TABLE A
Rates per animal sheltered 2019 and 2020
2019
2020
Stray — Live animals $150.00
$154.50
Dead -on -Arrivals $50.00
$51.50
Owner surrenders $50.00
$51.50
(A) From February 1, 2019 to December 31, 2019, the Municipality agrees to pay the Society monthly
installments of $5,000.00 due by the 10th of the following month.
(B) From January 1, 2020, the City agrees to pay the Society monthly installments of $6,350 due by
the I Oh of the following month.
(C) Any payment over 60 days late will be charged a 1% penalty.
PROFESSIONAL SERVICES AGREEMENT -12- Rev. 3/2017