HomeMy WebLinkAboutYakima Humane Society - Animal Control Services AgreementCONTRACT FOR
CITY OF YAKIMA
ANIMAL CONTROL SERVICES
THIS CONTRACT, entered into on the date of last execution, between the City of Yakima, a
Washington municipal corporation ("City"), and the Yakima Humane Society, ("Contractor").
WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby
covenant and agree as follows:
1. Statement of Service
Contractor will provide one individual (hereafter referred to as Officer) to perform animal control
services. Services shall include responding to and investigating complaints concerning animal
behavior, gathering evidence, statements, and photographs, issuing citations, compiling reports
and appearing in Municipal Court to testify, as needed. The Officer shall enforce Chapter 6.20 of
the Yakima Municipal Code and shall patrol within designated areas, picking up dead, injured,
stray, abandoned and/or unlicensed animals, as appropriate. The Officer will work up to thirty
(30) hours per week from Monday through Friday on an as needed basis. Hours will be set by
the City in a manner allowing necessary coverage. Work shall begin within one (1) business day
after Notice to Proceed and be complete within ninety (90) business days.
The Officer shall attend the Limited Commission Course provided by the City of Yakima, prior to
obtaining a Limited Commission from the Yakima Police Chief. A Limited Commission must be
obtained by the Officer prior to engaging in services.
The Contractor shall provide and bear the expense of all equipment; work and labor of any sort
whatsoever that may be required for the performance of the service described in this Contract
and every part thereof, except such as are mentioned in the specifications to be furnished by
the City of Yakima.
2. Background Checks
YPD receives grant funding from Washington State Patrol (WSP), therefore all Contractors,
employees, and Subcontractors who will be working on site must participate in a Washington
State and National fingerprint and background check process. This process must be completed
no less than five (5) days prior to start of work in YPD facilities. Contractors must also complete
a Criminal Justice Information Services (CJIS) Security Awareness training every two (2) years
and sign a (CJIS) Security Addendum. Washington State Patrol (WSP) also requires that all
employees working on site must watch a 10-15 minute video. The YPD Police Services
Manager will coordinate with Contractor to ensure compliance. Failure to undergo this process
may result in loss of contract. If any person does not pass the background check, they must be
replaced and will not be allowed on site. There may be few instances where a Contractor may
be supervised directly by the Facilities Manager and this requirement may be waived on a case -
by -case basis.
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3. Compensation
The City agrees to pay the Contractor forty ($40) dollars per hour of service provided by the
Officer, not to exceed thirty hours per week for ninety (90) days. The Contractor shall invoice
monthly and the invoice shall include daily hours worked by the Officer.
4. Contract Term
The period of this Contract shall be for a period of ninety (90) days from its effective date.
Should the parties agree in writing, this Contract may be extended for additional time.
5. Status of Humane Society
Contractor and the City understand and expressly agree that the Contractor is an independent
contractor in the performance of each and every part of this Contract. The Contractor and its
employees shall make no claim of City employment nor shall claim against the City any related
employment benefits, social security, and/or retirement.
6. Delegation of Services
The services for herein shall be performed by the Contractor, and no other person, other than
regular associates or employees of the Contractor shall be engaged in such work or services
except upon prior written consent of the City.
7. Inspection and Production of Records
a. The records relating to the Services shall, at all times, be subject to inspection by
and with the approval of the City, but the making of (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 Contract, notwithstanding the
City's knowledge of defective or non -complying performance, its substantiality or the
ease of its discovery. Contractor shall provide the City sufficient, safe, and proper
facilities, and/or send copies of the requested documents to the City. Contractor's
records relating to the Services will be provided to the City upon the City's request.
b. Contractor shall promptly furnish the City with such information and records which
are related to the Services of this Contract as may be requested by the City. Until the
expiration of six (6) years after final payment of the compensation payable under this
Contract, or for a longer period if required by law or by the Washington Secretary of
State's record retention schedule, Contractor shall retain and provide the City access
to (and the City shall have the right to examine, audit and copy) all of Contractor's
books, documents, papers and records which are related to the Services performed
by Contractor under this Contract.
c. All records relating to Contractor's services under this Contract must be made
available to the City, and the records relating to the Services are City of Yakima
/Yakima County records. They must be produced to third parties, if required pursuant
to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All
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records relating to Contractor's services under this Contract must be retained by
Contractor for the minimum period of time required pursuant to the Washington
Secretary of State's records retention schedule.
d. The terms of this section shall survive any expiration or termination of this Contract.
8. Compliance with Law
Contractor agrees to perform all Services under and pursuant to this Contract in full compliance
with any and all applicable laws, rules, and regulations adopted or promulgated by any
governmental agency or regulatory body, whether federal, state, local, or otherwise.
9. Nondiscrimination Provision
During the performance of this Contract, the Contractor agrees as follows:
The Contractor shall not discriminate against any person on the grounds of race, creed, color,
religion, national origin, sex, age, marital status, sexual orientation, gender identity, pregnancy,
veteran's status, political affiliation or belief, or the presence of any sensory, mental or physical
handicap in violation of the Washington State Law Against Discrimination (RCW chapter 49.60)
or the Americans with Disabilities Act (42 USC 12101 et seq.).
This provision shall include but not be limited to the following: employment, upgrading,
demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of
compensation, selection for training, and the provision of Services under this Contract.
In the event of the Contractor's noncompliance with the non-discrimination clause of this
contract or with any such rules, regulations, or orders, this Contract may be cancelled,
terminated, or suspended in whole or in part and the Contractor may be declared ineligible for
any future City contracts.
10. Pay Transparency Nondiscrimination Provision
The Contractor will not discharge or in any other manner discriminate against employees or
applicants because they have inquired about, discussed, or disclosed their own pay or the pay
of another employee or applicant. However, employees who have access to the compensation
information of other employees or applicants as a part of their essential job functions cannot
disclose the pay of other employees or applicants to individuals who do not otherwise have
access to compensation information, unless the disclosure is (a) in response to a formal
complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action,
including an investigation conducted by the employer, or (c) consistent with the contractor's
legal duty to furnish information.
11. Indemnification and Hold Harmless
a. Contractor shall take all necessary precautions in performing the Services to prevent
injury to persons or property. The Contractor agrees to release, indemnify, defend,
and hold harmless the City, its elected and appointed officials, officers, employees,
agents, representatives, insurers, attorneys, and volunteers (hereafter City protected
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parties) from all liabilities, losses, damages (including punitive or exemplary
damages), and expenses related to all claims, suits, arbitration actions,
investigations, and regulatory or other governmental proceedings arising from or in
connection with this Contract or the acts, failures to act, errors or omissions of the
Contractor, or any Contractor's agent or subcontractor, in performance of this
Contract (including legal fees, costs and disbursements), except for claims caused
by the City's sole negligence.
b. 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. Contractor shall require that its subcontractors, and
anyone directly or indirectly employed or hired by Contractor, and anyone for whose
acts Contractor may be liable in connection with its performance of this Contract,
comply with the terms of this paragraph, waive any immunity granted under Title 51
RCW, and assume all potential liability for actions brought by their respective
employees. The Parties acknowledge that they have mutually negotiated this waiver.
c. Should a court of competent jurisdiction determine that this Contract 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, shall be only to the extent of the Contractor's negligence.
d. Nothing contained in this Section or this Contract shall be construed to create a
liability or a right of indemnification in any third party.
e. The terms of this Section shall survive any expiration or termination of this Contract.
12. Contractor's Liability Insurance
At all times during performance of the Services and this Contract, Contractor shall secure and
maintain in effect insurance to protect the City and Contractor from and against any and all
claims, damages, losses, and expenses arising out of or resulting from the performance of this
Contract.
Contractor shall provide and maintain in force insurance in limits no less than that stated below,
as applicable. The City reserves the right to require higher limits should it deem it necessary in
the best interest of the public. Contractor shall provide a Certificate of Insurance to the City as
evidence of coverage for each of the policies and outlined herein. A copy of the additional
insured endorsement attached to the policy shall be included with the certificate. This
Certificate of insurance shall be provided to the City, prior to commencement of work.
Failure of City to demand such verification of coverage with these insurance requirements or
failure of City to identify a deficiency from the insurance documentation provided shall not be
construed as a waiver of Contractor's obligation to maintain such insurance.
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The following insurance is required:
a. Commercial Liability Insurance
Before this Contract is fully executed by the parties, Contractor shall provide the City
with a certificate of insurance and additional insured endorsements as proof of
commercial liability insurance with a minimum liability limit of Two Million Dollars
($2,000,000.00) per occurrence, combined single limit bodily injury and property
damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Contractor
carries higher coverage limits, such limits shall be shown on the Certificate of
Insurance and Endorsements and the City protected parties shall be named as
additional insureds for such higher limits. The certificate shall clearly state who the
provider is, the coverage amount, the policy number, and when the policy and
provisions provided are in effect. Said policy shall be in effect for the duration of this
Contract. The certificate of insurance and additional insured endorsements shall
name the City and City protected parties as additional insureds, and shall contain a
clause that the insurer will not cancel or change the insurance without first giving the
City prior written notice. The insurance shall be with an insurance company or
companies rated A-VII or higher in Best's Guide and admitted in the State of
Washington. The requirements contained herein, as well as City of Yakima's review
or acceptance of insurance maintained by Contractor is not intended to and shall not
in any manner limit or qualify the liabilities or obligations assumed by Contractor
under this contract.
b. Business Automobile Liability Insurance
Before this Contract is fully executed by the parties, Contractor shall provide the City
with a certificate of insurance as proof of business automobile liability insurance with
a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence. If
Contractor carries higher coverage limits, such limits shall be shown on the
Certificate of Insurance and Endorsements and the City and City protected parties
shall be named as additional insureds for such higher limits. The certificate shall
clearly state who the provider is, the coverage amount, the policy number, and when
the policy and provisions provided are in effect. Said policy shall be in effect for the
duration of this Contract. The certificate of insurance and additional insured
endorsements shall name the City of Yakima and the City protected parties, as
additional insureds, and shall contain a clause that the insurer will not cancel or
change the insurance without first giving the City prior written notice. The insurance
shall be with an insurance company or companies rated A-VII or higher in Best's
Guide and admitted in the State of Washington. The requirements contained herein,
as well as City of Yakima's review or acceptance of insurance maintained by
Contractor is not intended to and shall not in any manner limit or qualify the liabilities
or obligations assumed by Contractor under this contract. The business auto liability
shall include Hired and Non -Owned coverage if necessary.
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c. Employer's Liability (Stop Gap)
Contractor and all subcontractor(s) shall at all times comply with all applicable
workers' compensation, occupational disease, and occupational health and safety
laws, statutes, and regulations to the full extent applicable, and shall maintain
Employer's Liability insurance with a limit of no less than $1,000,000.00. The City
shall not be held responsible in any way for claims filed by Contractor or its
employees for services performed under the terms of this Contract. Contractor
agrees to assume full liability for all claims arising from this Contract including claims
resulting from negligent acts of all subcontractor(s). Contractor is responsible to
ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s) to
comply with insurance requirements does not limit Contractor's liability or
responsibility.
Contractor's insurance coverage shall be primary insurance with respect to those who are
Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool
coverage maintained by the City shall be in excess of the Contractor's insurance and neither the
City nor its insurance providers shall contribute to any settlements, defense costs, or other
payments made by Contractor's insurance.
If at any time during the life of the Contract, or any extension, Contractor fails to maintain the
required insurance in full force and effect, all work under the contract shall be discontinued
immediately. Any failure to maintain the required insurance may be sufficient cause for the City
to terminate the Contract.
13. Severability
If any term or condition of this Contract or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or
applications which can be given effect without the invalid term, condition or application. To this
end, the terms and conditions of this Contract are declared severable.
14. Contract Documents
This Contract, conditions, addenda, and modifications and Contractor's proposal (to the extent
consistent with City of Yakima documents) constitute the Contract Documents and are
complementary. Specific Federal and State laws and the terms of this Contract, in that order
respectively, supersede other inconsistent provisions. These Contract Documents are on file in
the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby
incorporated by reference into this Contract.
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15. Termination
Termination for Cause
In the event the Contractor breaches this Contract, the City may terminate the Contract at its
sole discretion in such event that it provides the Contractor with written notice of Contractor's
breach and the Contractor fails to cure its breach within 30 days of this notice.
In the event of the City breaches this Contract, the Contractor may terminate the Contract at its
sole discretion in such event that it provides the City with written notice of City's breach and the
City fails to cure its breach of the Contract within 60 days of this notice.
The following represents a non-exclusive, illustrative list of instances that shall be considered a
breach by the Contractor:
a. Defaults on an obligation under the Contract;
b. Fails to perform any material obligation required under the Contract;
c. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to
dissolve as a legal entity;
d. Allows any final judgment not to be satisfied or a lien not to be disputed after a
legally -imposed, 30-day notice;
e. Makes an assignment for the benefit of creditors;
f. Fails to follow the sales and use tax certification requirements of the State of
Washington;
g. Incurs a delinquent Washington tax liability;
h. Becomes a State or Federally debarred Contractor;
i. Is excluded from federal procurement and non -procurement Contracts;
j. Fails to maintain and keep in force all required insurance, permits and licenses as
provided in the Contract;
k. Fails to maintain the confidentiality of the City information that is considered to be
Confidential Information, proprietary, or containing Personally Identifiable
I nformation;
I. Contractor performance threatens the health or safety of a City, County or municipal
employee; or
Termination for Convenience
The City may terminate the Contract, without cause, by providing 30 days written notice of
termination.
In the event of termination for convenience, the Contractor shall be entitled to receive
compensation for any fees owed under the Contract. The Contractor shall also be compensated
for partially completed services. In this event, compensation for such partially completed
services shall be no more than the percentage of completion of the services requested, at the
sole discretion of the City, multiplied by the corresponding payment for completion of such
services as set forth in the Contract. Alternatively, at the sole discretion of the City, the
Contractor may be compensated for the actual service hours provided. The City shall be entitled
to a refund for goods or services paid for but not received or implemented, such refund to be
paid within 30 days of written notice to the Contractor requesting the refund.
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Change in Funding
In addition to the above termination provisions, if the funds upon which the City relied to
establish this Contract are withdrawn, reduced, or limited, or if additional or modified conditions
are placed on such funding, the City may terminate this Contract by providing at least five
business days written notice to the Contractor. The termination shall be effective on the date
specified in the notice of termination.
16. Dispute Resolution
In the event that any dispute shall arise as to the interpretation of this Contract, or in the event
of a notice of default as to whether such default does constitute a breach of the contract, and if
the parties hereto cannot mutually settle such differences, then the parties shall first pursue
mediation as a means to resolve the dispute. If the afore mentioned methods are either not
successful then any dispute relating to this Contract shall be decided in the courts of Yakima
County, in accordance with the laws of Washington. If both parties consent in writing, other
available means of dispute resolution may be implemented.
17. Force Majeure
Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes,
epidemics/pandemics, war, riot, delay in transportation or railcar transport shortages, provided
Contractor notifies the City immediately in writing of such pending or actual delay. Normally, in
the event or any such delays (acts or God, etc.) the date of delivery will be extended for a period
equal to the time lost due to the reason for delay.
18. Governing Law
This Contract shall be governed by and construed in accordance with the laws of the State of
Washington.
19. Venue
The venue for any judicial action to enforce or interpret this Contract shall lie in a court of
competent jurisdiction in Yakima County, Washington.
20. Authority
The person executing this Contract, on behalf of Contractor, represents and warrants that he/she
has been fully authorized by Contractor to execute this Contract on its behalf and to legally bind
Contractor to all the terms, performances and provisions of this Contract.
21. Notice of Change in Financial Condition
If, during the Contract Term, the Contractor experiences a change in its financial condition that
may affect its ability to perform under the Contract, or experiences a change of ownership or
control, the Contractor shall immediately notify the City in writing. Failure to notify the City of such
a change in financial condition or change of ownership or control shall be sufficient grounds for
Contract termination.
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22. Change or Notice
Any alterations, including changes to the nature of the service, made to the Contract shall be
rendered in writing and signed by both responsible parties; no changes without such signed
documentation shall be valid. No alterations outside of the general scope and intent of the
original Request for Proposals or in excess of allowable and accepted price changes shall be
made. In no event shall the Contractor be paid or be entitled to payment for services that are not
authorized herein or any properly executed amendment.
Notice of Business Changes: Contractor shall notify the City in writing within three (3) business
days of any change in ownership of the facilities of the Contractor or of the facilities of any
subcontractor. The Contractor shall notify the City in writing as soon as possible, and in no
event later than three (3) business days, after any decision by the Contractor to change or
discontinue service that will affect services provided to the City under this Contract.
The City shall have the right to renegotiate the terms and conditions of this Contract to the
extent required to accommodate a change in governing law or policy that, in the sole discretion
of the City, either substantially and unreasonably enlarges the Contractor's duties hereunder, or
renders performance, enforcement or compliance with the totality of the Contract impossible,
patently unreasonable, or unnecessary. Notices and demands under and related to this
Contract shall be in writing and sent to the parties at their addresses as follows:
TO CITY:
COPY TO:
TO CONTRACTOR:
23. Survival
Matthew Murray
Police Chief
Yakima Police Department
200 South Third Street
Yakima, WA 98901
Chad Stephens
Police Lieutenant
Yakima Police Department
200 South Third Street
Yakima, WA 98901
Sheryl Haga
Director
Yakima Humane Society
2405 West Birchfield Road
Yakima, WA 98901
The foregoing sections of this Contract, 1-26 inclusive, shall survive the expiration or termination
of this Contract in accordance with their terms.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their
respective authorized officers or representatives as of the day and year first above written.
CITY OF YAKIMA
Robert Harrison, City Manager
Date:
Attest:
Sonya Claar City Clerk
Contract Number: dcf)--3.--o u
Resolution Number: N Mv
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YAKIMA HUMANE SOCIETY
Sheryl Flag, Direct
Date: ) 011