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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. Page 1 of 10 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 Page 2 of 10 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 Page 3 of 10 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. Page 4 of 10 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. Page 5 of 10 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. Page 6 of 10 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. Page 7 of 10 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. Page 8 of 10 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. Page 9 of 10 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 Page 10 of 10 YAKIMA HUMANE SOCIETY Sheryl Flag, Direct Date: ) 011