HomeMy WebLinkAbout4747 RESOLUTION NO. 4 7 4 7
A RESOLUTION. OF THE CITY COUNCIL OF THE
� CITY OF AUBURN; WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE AN
AGREEMENT BETWEEN THE CITY OF AUBURN
AND AUBURN VALLEY HUMANE SOCIETY (AVHS)
FOR ANIMAL CONTROL SERVICES
WHEREAS, the City of Aubum has a need for animal sheltering services;
and
WHEREAS, the Aubum Valley Humane Society (AVHS) is able to
proVide those services at a cost that is acceptable to the City; and
' WFiEREAS, it is in the public interest for the City to enter into an
agreement with AVHS for animal sheltering services.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES asfollows:
Section 1. The Mayor and City Clerk are hereby authorized to execute
- an Agreement between the City of Aubum and Auburn Valley Humane Society
fo� animal shettering services which agreement shall be in substantial
conformity with the agreemenf attached hereto as Exhibit "A" and incorporated
herein by this reference.
Section 2. The Mayor is hereby authorized to implement such
administratide procedures as may be necessary to carry out the directives of
this legislation.
Resolution No. 4747 �
August 17, 2011
Page 1 of 2
Section 3. This resolution shall be in full force and effect upon
passage and signatures hereon.
,cn
Dated and Signed this�day of o , 2011.
CI OF AUBU
PETER B. LEWIS, MAYOR
ATTEST:
���=do1GZ-��
Danielle E. Daskam, City Clerk,
APPR D AS TO FORM:
i B. He , Ci Atto
Resolution No. 4747 �^
Augustl7, 2011
Page 2 of 2
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF AUBURN AND
THEAUBURN VALLEY HUMANE SOCIETY
This Agreement ("AgreemenP') is entered into by and between the CITY OF AUBURN,
a municipal corporation of the State of Washington(hereinafter referred to as the"City") and the
AUBURN VALLEY HUMANE SOCIETY, a V✓ashington nonprofit corporation, whose
address is 4910"A" Street SE, Aubum, Washington (hereinafter refeaed to as the"AVHS'�.
WITNESSETH, that in consideration of the mutual promises, covenants and agreements
contained herein,the parties hereby agree as follows:
I. AGREEMENT FOR SERVICES AS
CITY OF AUBURN ANIMAL CONTROL AUTHORITY
The Ciry hereby grants to the AVHS for the term and upon the conditions and provisions
contained herein to serve as the Ciry's Animal Control Authoriry in the operarion of an animal
shelter available to appropriate Ciry employees 24 hours per day seven days per week, located in
a City owned building at 4910 "A" Sireet SE, Auburn, Washington, legally.described in E�thibit
"A" attached hereto and incorporated herein by reference. The facilities available to the AVHS
to carry on all activities authorized in ttiis Agreement shall hereinaRer be referred to as the
"Shelter." The City reserves the right, and AVHS acknowledges the Ciry's right to sell animal
licenses.
Licensing services will be the responsibiliry of the City and include the operation and
maintenance of a unified system to lioense pets in the Ciry. AVHS will be expected to play a
major role in marketing/selling pet licenses. The City will be responsible for the licensing and
licensing renewal program.
The public will be able to purchase pet licenses in person at the AVHS, as well as at City
sites, and other locations throughout the City. The City will maintain on its website the capacity
for residents to purchase pet licenses on-line.
The City will maintain a database of pets licensed, owners, addresses and violations.
1'his information shall be made available to AVHS, as requested,to the extent permitted by law.
II. TERM OF AGREEMENT
This Agreement shall commence on the 15' day of Januazy, 2012, and shall expire on the
3151 day of December 2019. If AVHS is not then in default of this Agreement, AVHS shall have
the right to an extension of the Agreement for an additional seven (7) yeazs under the same terms
and conditions, except as otherwise mutually agreed upon. Provided, that the parties shall
negoUate modifications to those fees-and assessments contained in Article III of this Agreement,
and any facility restorations, improvemenu, or upgrades that result from the evaluarion of
facility conditions, potential improvemenu or alterations, including agreement upon fiow such
restorations, improvements, or upgrades shall be paid. Notification ofAVHS's intent to exercise
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their right to renew this Agreement must be issued by the AVHS to the Ciry by formal written
notice, not later than one year prior to the expiration of the initial term of this Agreement.
III. AVHS FEES
The City Fees shall be paid to the AVHS by the Ciry as follows:
In return for services provided by AVHS, as described in this Agreement, the City shall pay to
AVHS all licensing revenue received by the City, with a minimum fee of two hundred forry
thousand dollazs and zero cenu. ($240,000.00) with the first payment scheduled to begin in
January 2013, as long as the Shelter is operational. Upon AVHS becoming operational payments
by the City to AVHS shall be made quarterly in the amount of the one quarter ofthe minimum
annual payment amount, and shall be paid not later than January 1, April 1, July 1 and October 1,
of each year of the Agreement. At the end of each yeaz of the Agreement, the City shall
calculate the total amount of licensing fees received by the City during that year, and shall make
an additional payment to AVHS not later than January 15�' of the following yeaz in the amount
of such license fees received in excess of the minimum annual payment amount, if any. For each
subsequent year of this Agreement, the minimum annual amount shall increase by an amount
equal to the previous yeaz's annual Seattle-Tacoma-Bremerton CPI-W (August to August) with a
minimum increase of 0% and a maximum increase of three percent (3.0%). All monies paid to
AVHS shall be used for the operation of the animal shelter.
IV. OPERATIONS AND SERVICE
A. The AVHS shalL•
1. Furnish, maintain, and emplog staff for suitable sheltering and for the
handling of s�ay, impounded, and unwanted companion animals turned over to the
AVHS by the City or its residents that include the:general caze, cleaning and nourishment
of companion animals tumed over to the AVHS by the City or its residents. AVHS
services provided to animals will include enrichment, exercise, caze and feeding, and
reasonably necessary medical attention. Companion animals are specifically defined as
dogs, cats, domestic birds, domestic rabbiu and small domestic rodents. Companion
animals specifically exclude livestock (horse, cows, pigs, sheep, goats, fowl, etc.),
reptiles, and wild or exotic animals. The Premise shall include cat kennels, dog kennels,
and runs, as well as facilities for the humane disposal of sick and injured companion
animals. The facility will provide disposal (rendering or cremation) services for animals
deceased upon arrival or during the time of sheltering. Impounded animals, awaiting
disposition by the courts will be held until such time that the court reaches final
disposition of the case.
2. Keep the Shelter staffed and open for the purposes of receiving companion
animals and allowing such animals to be redeemed during regulaz business hours (it is
AVHS's infent to maintain at least 24 regulaz business hours per week depending.on
staffing and budgetary considerations); PROVIDED THAT AVHS shall establish and
maintain 7-day per week, 24-hour per day access for Ciry of Auburn Animal Control
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Officers ("ACO(s)") to drop off companion animals or cazcasses ouuide of noimal
shelter hours. It is understood that this does not include responsibility for caze of sick or
injured companion animals outside of normal Shelter hours.
Provide licensing services foranimals adopted or impounded at the Shelter whose owner
resides within the geographie boundary limits of the City of Aubum. The license service
will be provided during normal business hours, with no time limitation. The AVHS shall
maintain complete and adequate rewrds ofall licenses issued and shall provide a timely
report to the City listing the name and address of the licensee and a description of the
animal license.d. Money will be receipted to the City's vendor for the collection of the
licensing fees in accordance with the provisions of the licensing agent's agreement with
the City.
3. Provide orientation and training to ACO(s) and other Ciry staff regarding
the Shelter and its admissions policies, practices .and other AVHS operations as
appropriate.
4. Maintain complete records of animals received and animals disposed of on
behalf of the City. The AVHS agrees to make its rewrds of investigations available for
the City's inspection at reasonable times, and to provide, within reason, such other data
as the City requests. The AVHS will make available to the Ciry all work-related records
and documents for inspecrion, or evaluation during normal business hows in order to
assessperformance, compliance and/or qualiry assurance under this Agreement.
5. AVHS agrees to provide a report, semi-annually to the City, which report
shall include information pertaining to the work and services undertaken pursuant to this
Contract and information on operations.
6. Provide access to computers for the ACO(s) to enterdata into the database
software for animals picked up by ACO(s).
7 Tazgeted animal operating capacity at the Shelter is 50 per day. If the
number of animals exceeds AVHS's capacity as determined by applicable standards,
AVHS will make all efforts to reduce the populadon through adoption, foster caze, other
humane societies or other appropriate means. "I'he Ciry and AVHS will take steps
through its operating policies, codes, publio-fee structures.and partnerships to reduce the
number of animals and their length of stay in the Shelter, and may at times limit owne;-
surrenders and field pick-ups, adjust fees and incentivize community-based solutions.
8. Maintain a volunteer/foster caze coordinator to encourage use of
volunteers working at the Shelter and use of foster families to provide
fostering/transitional care between Shelter and permanent homes for adoptable animals,
thus reducing pet population in the Shelter.
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9. Maintain an animal placement specialist at the Shelter to provide for and
manage adoption events and other acrivities leading to the placement of animals in
appropriate homes.
10. One veterinarian and/or one veterinary technician will be scheduled to
work at the Shelter, during normal business hours as defined in Section IV A 2, above.
On days that the veterinary technician is working, a veterinarian will visit the Shelter to
conduct necessary business and check on the condition of the Shelter. Veterinary
services provided include animal examinations, treatment and minor procedures,
spay/neuter and other surgeries for anunals accepted by the shelter.
I 1. All adopted animals will be neutered or spayed.
12. Dangerous animals will be confined as AVHS determines is
appropriate/necessary.
13. Disaster/emergency prepazedness for animals will be coordinated through
the Ciry's Office of Emergency Preparedness.
14. AVHS agrees to allow one City representative, appointed by the Mayor, to
sit on, and be a voting member of its Boazd of Directors, subject to approval by AVHS,
pursuant to its bylaws.
15. AVHS shall retain all adoption, board, and other non-licensing fees
collected from the public for animals accepted into the Shelter.
16. AVHS will prepaze an annual operations plan which will include a
description of on-going activities in support of AVHS activities, and which shall include
marketing, pmmotion and support activities intended for the following yeaz to sell pet
licenses in cooperation with the City.
B. The AVHS shall establish all prices for services provided by AVHS in the
Shelter, subject to the right of the City to periodically review the price schedules for all
operations to ensure competitive pricing with other animal shelters.
C. The AVHS may not subcontract all or any portion of the Shelter without City
approval.
D. All exterior signs ancl graphics placed upon or affixed to the Shelter shall be
subject to tlie prior written approval of the City, which approval shall not be unreasonably
withheld; conditioned or delayed.. The AVHS shall submit detailed plans and secure any needed
pernuts/approvals for all exterior.signs. Ia all cases, signage shall be consistent in size, color,
lettering and theme to the Shelter design and regdlar City sigriage and specifications, arid in
accordance with all governmental regulations.
E. The City agrees to do the following:
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1. Review and set; a8er consulting with AVHS, the Ciry fee schedule for
licensing,to include late payments and fines.
2. Review and update all City codes involving animal services.
3. Provide the AVHS all licenses and licensing material for the Ciry.
F: The City is responsible for emergency caze of any animal it impounds. The Ciry
will be responsible for payment of care rendered on impounded animals taken by the City to
veterinary clinics by its ACO(s) regazdless of time of day. Stable animals will be accepted by
AVHS 24 houts per day from the ACO or designated Ciry employee acting as the ACO.
Detemunauon of animal condiUOn, stable versus critical, will be made by the ACO or acting
representative. If the ACO is uncleaz as to the animal's condition, the animal shall be presented
to a veterinary facility for assessment at the City's expense. Standard of care for impounded
critical animals is to stabilize. and provide pain management. If these standards cannot be
reasonably met, then the animal shall be humanely euthanized. The attending veterinarian is
responsible for tlus determination.
V. RESERVED RIGHTS
In the azeas listed below, ttie City reserves and shall have the right at any time to establish
necessary, reasonable rules and regulations provided that the Ciry shall give thirty (30) days
written notice to AVHS prior to imposing such rules and reguladon:
A. Generally applicable laws, such as animal control, zoning, and building codes.
B. The City shall retain all rights to make improvements to the Shelter to enhance
access or use. Prior to commencing any such improvements, the City shall give the AVHS not
less than thirty (30) days priorwritten notice of the nature and schedule of such improvements in
order for AVHS to review and comment on the proposed improvements. The City sha11 review
and duly consider the comments of the AVHS and other relevant information prior to making a
final decision regazding the completion of the improvements. The City shall use its best efforts -
to minimize disruption, construction-related dust, and to otherwise not interfere with AVHS's
operations in the Shelter.
C. Animal Control Services shall be the responsibility of the City and includes -
staffing and equipping animal services activities, the dispatch of ACO(s) in response to calls, add
the handling of calls in the field 6y ACO(s), including the collection and delivery of animals to
the Shelter. The AVHS will ensure that the shelter is available to the City ACO(s) 24 hours per
day for stable animals that are not in need of emergency care:
Page 5 of 22
VI. SECURI7'Y SERVICES
Any elech�onic security measures of the Shelter shall be the responsibility of the AVHS.
VII. UTILITIES
The AVHS shall pay for all u61iry chazges. UUliry chazges include charges for water,
sewer, electriciry, Ivletro utiliry, natural gas, phone, data and gai�bage. The Ciry shall provide
physical infrastructnre for phone and data lines to the Shelter.
VIII. CAPITAL IMPROVEMENTS
A. The City shall provide the AVHS up to s maximum of five Hundred thirty
thousand three hundred and two dollazs and zero cents. ($530;302.00) towazd the completion of
the tenant improvements as outline.d in Exhibit "B." If the tenant improvements in Exhibit "B"
exceed the City's contribution, the AVHS shall be responsible for any additional costs.
If the tenant improvements in ESChibit"B"are completed and there aze additional funds available,
those funds shall remain with the City.
Any tenant improvement listed in Exhibit "B" or purchased from the City's $530,302.00 shall
become the property of the Ciry upon termination or expiration of this Agreement. T'he AVHS
shall not be requiiued to remove or pay the cost of removal of any alterations, fixtures, or tenant
improvements identified in Exhibit "B", at the expiration or eazlier termination of the
Agreement.
B. T'he City and AVHS agree to meet prior fo Mazch 1, 2012 and review the status of
AVHS completing the following benchmarks:
1. AVHS raises enough money to meet estimated start up costs of one
hundred seventy-six thousand dollazs and no cenu ($176,000.00), which can include a
combination of cash, equipment and supplies. Provided, that if AVHS does not raise
enough money to meet the estimated start up costs, the City shall advance an amount up
to $176,000.00 against future fees paid to AVHS, which amount shall be deducted from
the City's future paymenis to AVHS over a-24-month period commencing yeaz three of
this agreement.
2. AVHS will provide, for the Ciry's review, a formal business plan to
include a description of on-going activities in support of AVHS acuviUes, which shall
include mazketing, promotion, and support acuviries intended for the following year to
sell pet licenses in cooperation with the City; fund raising plan; volunteer
groups/organizational structure; animal adoption plan; animal rescue plan; and shelter
operations plan. These documents can be provided to the City eazlier for review.and
comment.
C. AVHS will hire a Director and have a formal governing board in place.
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D. AVHS shall, prior to commencing formal planning for any facility alterations,
improvements or construcuon (interior or exterior), sutiriut to the City's Director of Human
Resources and Risk/Property Management, a concept proposal paper including preluninary
sketches of such work. If approved by the Director, the AVHS may then submit to the Ciry in
writing, formal plans for alterations, improvements, and conshvction along with a breakdown of
costs for such improvements.
E. All plans submitted are subject to the approval of the City prior to commencement
of any altera6on, improvements or const�uction. The City agrees to prompUy review said plans,
and if the alterations, improvements, and construcrion are acceptable, to promptly approve the
same, and the plans as approved shall be attached to an executed copy of this Agreement and
incorporated herein.
F. All work performed shall be done to the satisfaction of the City. The AVHS shall
be responsible for obtaining all governmental permits and meeting all code requirements and
shall submit copies of the same to the Ciry or its iepresentative prior to commencing any
construction on the Shelter.
G. T'he City may conduct inspections of any capital improvement work at anytime to
assure itself that such work is in accordance with the plans approved by the City. In the event
any such work is not according to plans as then approved by the Ciry, the City shall send a
Notice of Non-Compliance to the AVHS. In the eyent the AVHS fails to make corrections
within twenty (20) days after the AVHS's receipt of such Notice of Non-Compliance, the Ciry
may make whatever corrections necessary to bring such work into compliance with the plans as
approved, and shall chazge the AVHS for all reasonable costs of such corrective work.
H. All alterations, improvemenu, and construction shall become the property of the
City upon termination or expiration of this Agreement and shall be installed solely at the
AVHS's expense. unless the City expressly agrees im writing to contribute towazd the wsts
thereo£ Notwithstanding any provision to the contrary contained herein, upon termination of
this Agreement, AVHS shall have the right to de-identify the Shelter by removing all brand-
identity elemenu such as proprietary signage, custom lighting, trade fixtures, and personal
property related to the AVHS's brand.
IX. CUSTODIAL/MAINTENANCE
A. AVHS shall, .at all times, keep the Shelter in a neat, clean, safe and sanitary
condition, and in compliance with all applicable codes and laws. AVHS shall furnish all
cleaning supplies and materials, other expendable supplies,-such as light bulbs, needed to operate
the Shelter in a manner prescribed in this Agreement, and provide all necessary janitorial
serdices to adequately maintain the Shelter. The City or a representative of the Ciry may inspect
the Shelter at any reasonable times to ensure that the terms and conditions of this Agreement are
being complied with.
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B. The City shall maintain the building structure (including roof, structural elements,
exterior walls, doors and windows); foundation, Heating Ventilation and Air CondiUoning
(HVAC) system, electric power lighting panels, fixtures and distribution circuits, plumbing
system, including plumbing fixtures; provideil, that any damages or repairs to any of the above-
described building shvctures which aze the result of the AVHS's negligent or intentional acts
shall be the responsibility of the AVHS. The AVHS shall maintain the landscaping. The City
shall provide and AVHS shall maintain for the use of the AVHS, its patrons and employees, the
pazking lou on the Shelter property. To the extent reasonably necessary, the City shall endeavor
to remove accumulations of snow and ice from the parking lot. AVHS shall endeavor to remove
snow and ice from the walkways leading to the Shelter.
C. The AVHS and the City shall each have a representative attend meetings as
needed to discuss and resolve aay mainteaance problems or concems.
X. HAZARDOUSSUBSTANCES
A. As used herein, the term "Hazardous Substance" means any hazardous, toxic, or
dangerous substance, waste, or material, which is or becomes regulated under any federal, state,
or local statute, ordinance, nile, regulation, or other law now or hereafter in affect pertaining to
environmental protection, contamination, or cleanup(collectively, "Envuonmental Laws").
B. The AVHS shall keep in a location in the Shelter accessible to the City during
normal business hours copies of all reports regarding hazardous or to�cic materials in the Shelter
that the AVHS has provided to any govemmental agency in the previous quarter and all
appropriate Material Safety Data Sheets (MSDS). 1'he AVHS shall, upon request and at the
AVHS's sole expense, provide the City with a copy of any such report. In the event of any
accident, spill, or other incident involving Hazardous Substances that the AVHS is required to
report to any govemmental agency, the AVHS shall immediately report the same to the Ciry and
supply the City with all information and reports with respect to the same, together with the
AVHS's clean-up or remediation plan and schedule. If such clean-up or remediation plan is not
acceptable to the Ciry, the City may so norify the AVHS and, upon 48 hours prior written notice
(or without norice if the City determines that an emergency sittiation exists), may enter on the
Shelter to conduct the cleanup oi remediation and charge the AVHS the costs thereof. All
information described herein shall be provided to the City regazdless of any claim by the AVHS
that it is co�dential or privileged, provided that the Ciry shall not publish or disclose the
information to any third party exoept as pursuant to Chapter 42.17 RC W.
C. Indemnification: The AVHS agrees to hold. harmless, protect, indemnify, and
defend the City from and against any damage, loss, claim, or liability; INCLUDING reasonable
attorney's fees and costs; resulting from the AVHS's use, disposal, transportation, generation,
and/or sale of any Hazardous Substances. The City agrees to hold harmless, protect, indemnify,
and defend the AVHS from and against any damage, loss, claim, or liability, including attomey's
fees and costs, resulting from (a) Hazardous Substances existing on the Shelter as of the date of
execution of this Agreement; or (b) Hazardous Substances thereafter used, disposed of, or
generated on the Shelter by the City; or(c) Hazardous Sutistances used, disposed of, or generated
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on the Shelter by any third party nnrelated to the AVHS. These indemnities will survive the
termination of this Agreement, whether by expiration of the Term or otherwise.
XI.. TERMINATION
A. The parties may terminate this Agreement at any time by mutual execution of
such written termination agreement as may be negotiated between the parties.
B. The Ciry may terminate tlils Agreement and take immediate possession of the
Shelter in the event that the AVHS shall have failed to perform any of the covenants or
conditions of this Agreement and such default or deficiency in performance was not remedied by
the AVHS within thirty (30) days after receiving notice in writing stating with reasonable
specificiry the nature of the defanit or. deficiency and the Ciry's intention to terminate if not
coaected; provided, However, that in the event of a default or deficiency that the City determines
is of a nature requiring more than thirty (30) days to remedy, the AVHS shall not be in default so
long as the City determines that the AVHS undertakes fo remedy the default or deficiency within
the 30-day period and thereafter diligently pursues completion of the remedy.
The 30-day period shall not apply where the AVHS's failure to perform in a timely manner was
caused by the AVHS's inability to secwe necessary govemmental permits provided that the
reason for the inability to secwe the government permit is not the fault of AVHS. The AVHS
may terminate this Agreement upon thirty days written notice to the Ciry in the event the AVHS
is unable to secure the govemmental permiu necessaryto the use of the Shelter proposed herein.
C. In addition, upon providing written notice to the AVHS, the City may
immediately terminate this Agreement and take immediate possession of the Shelter in the event
that the AVHS shall have been coavicted of committing.or engaging in or found to have
committed or engaged in any illegal acuvity as a part of the Shelter operations, including the
willful failure to pay all taxes and requiied fees, whether the finding is by a court of competent
jurisdiction or by the City following due process and investigation sepazate and apart from any
formal judicial process.
D. In the event that after termination or expiration of the term of this Agreement, as
provided herein, the AVHS has not removed its property and fixtures within the time allowed
under Article XI E, the Ciry may, but need not, remove said personal property and hold it for the
owners thereof, or place the same in storage, all at the expense and risk of the owners thereof,
and the AVHS shall reimburse the City for any expense incurred by the City in connection with
such removal and storage. The City shall have the right to sell such stored property, without
notice to the AVHS, after it has been .stored for a period of thirty (30) days or more. Th"e
proceeds of such sale shall be applied first to the cost of such sale, second to the payment of the
chazges for storage, and the third to the payment of any other amounts, which may then be due,
from the AVHS to the City, and the balance, if any, shall be paid to the AVHS. Notwithstanding
any provision to the contrary contained herein, the City's and the AVHS's rights under this
Article shall be subject to the applicable laws of the State of Washington.
Page 9 of 22
E. Upon termination or expiration of the term of this Agreement, the AVHS shall
remove.all its goods, wazes and merchandise from the Shelter and shall remove any equipment or
fixtures placed therein by the AVHS pursuant to the terms of any written Agreement providing
for removal by the AVHS upon expirauon. The AVHS shall have twenty (20) days to complete
removal of such property from the Shelter. The AVHS shalt restore any areas damaged by the
installation of fixtures or equipment to the condition of the area before installation occurred,
;easonable weaz and tear excepte.d. No fixtures or improvements or additions to the Shelter shall
be removed unless previously agreed in this Agreement or a separate writing signed by both
parties.
F. Upon termination or expiration of the term of this Agreement, the AVHS shall
surrender the Shelter to the Ciry and prompUy suaender and deliver to the Ciry alf keys that it
may have to any and all parts of the Shelter. T'he AVHS shall surrender the Shelter to the City in
as good of condition as at the date of execution of this Ageement, except for the effects of
reasonable wear and teaz, alterations and repairs made with the concurrence of the Ciry, and
properiy damage caused by risks insured against under fire; extended coverage and vandalism
insurance in current practice.
XII. STANDARDS OF CONDUCT
A. T'he AVHS recognizes that, although it is operating the animal shelter as an
independent operator as a non-profit, the Ciry's ACO e�dsu for the use and enjoyment of the
general public.. The AVHS and its employees wil] devote their best efforts towazd rendering
courteous service to the public as tliough the AVHS and iu employees were employees of the
City.
B. T'he AVHS shall operate and conduct the animal sheltering in the Shelter in a
business like manner, and will not permit any acts or conduct on the part of the AVHS's
employees that would be detrimental to the City's image.
C. All of the AVHS's personnel shall be dressed in appropriate attire for the services
they aze perfoaning.
XIII. COMPLIANCE WITH LAWS
The AVHS, iu officers, employees, and agents shall comply with applicable federal,
state, county, and local laws, statutes, rules, regulations, and ordinances, in performing its
obligations under this Agreement. The AVHS shall comply with any and all applicable laws,
standards, and regulations pertaining to the operations of an animal shelter inclusive of all laws
pertaining to employment practioes and .employee treatment. Conditions of the Federal
Occupational Safety and Health Act of 1970 (OSHA), and the Washington Industrial Safety and
Health Act of 1973 (WISHA). The AVHS agrees to indemnify and hold harmless the City from
all damages assessed for the AVHS's failure to comply with the Acts and Standazds issued
thereunder. The AVHS is also responsible for meeting all pertinent local, state and federal health
and environmental regulations and standards applying to ariy operdtion in the performance of this
Agreement.
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XIV. ACCESS TO BOOKS AND RECORDS
A. The City or iu agents shall have the right to examine and inspect the books and
records of the AVHS for the purpose of validating Gross Receipts reports, and any other matters
related fo the performaace of the Agreement. T'he electronic and/or digital POS system data files _
from the Shelter may be required to be tumed in to the Ciry and are also subject to annual on-site
inspections. All electronic and/or digital POS system data files aze to be maintained for two (2)
years. All operational records aze subject to the Washington's Public Recor3s Act, Chapter 42.56
RCW. AVHS shall coordinate alf requesu for documents received by AVHS with the City
Clerk's Office.
B. The AVHS shall provide to the City within one hundred five (]OS) days of the
end of.a calendaz yeaz, a copy of iu State Business & Occupations (B&O) Tax Report for the
previous yeaz. No certified copy of an annual report shall be required. The Ciry shall not pay
the AVHS for preparation of any of the financial records or State B&O Tax Report that will be
provided to the City.
XV. PHOTOGRAPHS
Nobody shall have the right to take photographs or motion pictpres of the facilities,
grounds, and proximate spaces, activity therein, and/or displays or exhibits without the prior
approval of the AVHS which approval shall not be unreasonab.ly withheld from the City.
XVI. ADDRESSES FOR NOTICES
Any noUce requ'ved or pernutted hereunder must be in writing and will be effective upon
the earlier of personal delivery or three days after being mailed by certified mail, retwn receipt
requested, addressed to the AVHS or to the CITY at the address for that party designated herein.
Either party may specify a different address for notice purposes by written notice to the other.
All notices shall be delivered to the following addresses:
To the City at the following address: To the AVHS at the following address:
Office of the Mayor 1402 Lake Tapps Pazkway E. Suite 104#385
Auburn City Hall Auburn, WA. 98092-8157
25 West Main Street
Auburn, WA 98001 With a copy to:.
Gibson&Jarvey, Inc. P.S.
901 E. Main Sh�eet
Auburn, WA 98092
Page I 1 of 22
XVII. ASSIGNMENT OF AGREEMENT
Neither party shall assign the contract in part or as a whole, without the written consent
of the other, which consent shall not be unreasonably withheld, conditioned or delayed. The
AVHS shall not subcoatract any of the Shelter services, facilities, or equipment, or delegaze any
of its duties under this Agreement vaithout the prior written approval of the City, which approval
shall not be unreasonably withheld, conditioned or delayed.
XVIII. EQUALITY OF TREATMENT
A. The AVHS shall comply with all applicable Federal, State, Counry, and Ciry laws,
ordinances, rules and regulations regazding nondiscrimiaation and shall conduct its business in a
manner which assures fair, equal and nondiscriminatory treatment at all times in all respects to
all persons without regard to race, color, religion, sex, sexual orientation, disability or the use of
a trained dog guide or service animal by a disabled person, age, or narional origin. No person
shall be refused service, be given discriminatory treatment, or be denied any privilege, use of
facilities or participarion in activiries on the Shelter on account of race, color, creed, sexual
orientation, marital status, families with children, disabiliry or the use of a trained dog guide or
service animal by a disabled person, religion, sex, age ornadonal origin.
B. "fhe AVHS shall comply with all applicable Federal, State, County, and City laws,
ordinances, rules and regulations regazding nondiscrimination in employment and shall not
discriminate in employment on the basis of creed, families with children, race, color, national
origin, sex, sexual orientation, religion, age, marital status, or disability or the use of a trained
dog guide or service animal by a disabled person, except for employment actions based on bona
fide occupational qualification.
XIX. CASUALTY TO OR DEMOLITION OF SHELTER
The parties agree that the primary use of the premises is the operation of an animal
shelter. The parties recognize that this use may be interfered with or prevented because of fire,
earthquake, flood, storm, landslide, act of waz, vandalism, theft or other extraordinary casualty.
A. Material Damaee. If the Shelter is damaged or destroyed by fire or any casualty
which cannot, despite diligent, good faith efforts, be repai;ed or restored within two hun8red
seventy (270) days following the date on which such damage occurs, then the AVHS may elect
to terminate the Agreement effective as of the date of such damage or destruction. Within thirty
(30) days after the date of such damage; the parties shall determine how long the repair aad
restoration will take. After that deteririinauon has been made, the AVHS shall have an additional
period of thirty (30)days to terminate the Agreement by giving written notice to the City..
B. Reuair After Damaae. If the AVHS does not give notice of the AVHS's election
to terminate as provided in Article XIX A above, and within the time periods so provided, then
the City shall, subject to the provisions of this.Article, immediately commence and diligenfly
pursue to completion the repair of such damage so that the Shelter is restored to a condition of
Page ]2 of 22
similaz quality, chazacter and utility for the AVHS's purposes. Notwithstanding anything
contained herein to the contrary, if the Shelter is not repaired and restored within one hundted
eighty (180) days from the date of the damage,the AVHS may cancel the Agreement at any time
before the Ciry completes the repairs and delivers the restored Shelter to the AVHS. If the
AVHS does not so terminate, the City shall continue to restore the Shelter.
C. Uninsured Damaee. In addition to the AVHS's rights to terminate this
Agreement as provided in Article XIX A and B above, if damage or destruction is caused by a
peril not required to be insured against hereunder and for which insurance proceeds aze not
available, either the City or the AVHS may terminate this Agreement by thirty (30) days written
notice to the other of its election so to do and the Agreement shall be deemed to have terminated
as of such date unless the other pazty agrees in writing to pay for such repairs or restoration.
XX. NO LIENS OR ENCUMBRANCES
It is mutually understood and agreed that the AVHS shall have no authority, express or
implied, to create or place any lien or enciunbrance of any kind or nature whatsoever upon, or in
any manner to bind, the interest of the Ciry in the Shelter or to chazge the rentals payable
hereunder for any claim in favor of any person dealing with the AVHS, including those who may
furnish materials or perform labor for any construcrion or repairs, and each such claim shall
affect and each such lien shall attach to, if at all, only the right and interest granted to the AVHS
by this Agreement. If any such liens aze filed, the City may, without waiving its rights and
remedies for breach, and without releasing the AVHS from iu obligations hereunder, require the
AVHS to post security in form and amount reasonably satisfactory to the City or cause such liens
to be released by any means ttie City deems proper; including payment in satisfaction of the
claim giving rise to the lien. The AVHS shall pay to the Ciry upon demand any sum paid by the
Ciry to remove the liens. Further, tfie AVHS agrees that it will save and hold the City harmless
from any and all loss, cost, or expenses based on or arising out of the asserted claims or liens,
against this Agreement or against the right, tide, and interest of the City in the Shelter or under
the terms of this Agreement, including reasonable attomey's fees and costs incurred by the City
in removing such liens, and in enforcing this Article. Additionally, it is mutually understood and
agreed that this Article is intended to be a continuing provision applicable to future repairs and
improvements after the initial construction phase.
XXIII. INSURANCE
A. Fire, Earthq_uake, & Gasualtv Insurance: During the term of this Agreement and
any e�ctension thereof, the City shall maintain a property insurance policy on the Shelter building
in the amount of the replacement cost of the building, ificlading the improvemenu, restiooms
and hallways, for damage from fire, earthquake and other perils. Said insurance policy shall also
insure the replacement value of the equipment, other equipment provided or owned bythe City
and tenant improvements provided by the AVHS pursuant to Exhibit "B" to tivs Agreement.
The proceeds on a claim against said insurance policy for damage to the building, Shelter,
personal property provided by the City, or tenant improvements pursuant to Exhibit "B", shall be
used to repair damage to the Shelter and to repair or replace any damaged personal property
provided by or for the City.
Page 13 of 22
The AVHS shall be responsible for maintaining its own fire and ha�ard insurance on personal
properiy and leasehold impmvements placed within the Premises and owned by the AVHS. All
peisonal properry of any kind or description whauoever in the Shelter shall be at the AVHS's
sole risk, and the City shall not be liable for any damage done to, or loss of, such personal
property.
B. Liabilitv Insurance: Not less than thirty (30) days prior to the date of the AVHS's
entry onto the Shelter premises; the AVHS, at iu own expense shall obtain and file with the
City's Risk Manager a Certificate of Insurance evidencing commercial general liabiliry insurance
coverage ("CGL") providing coverage of at least $1,000,000.00 per occurrence and
$2,000,000.00 general aggregate.
CGL insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 O1
and shall cover premises, professional liability, products/completed operations, broad form
property damage, independent contractors, personal injury/advertising liability, and contractual
liability. T'he City shall be named as an additional insured orrthe AVHS's Commercial General
Liability insurance policy using ISO Additional Inswed-Managers or Lessors of Premises Form
CG 20 I1, ar a substitute endorsement providing equivalent coverage. This Certificate of
Insurance and a copy of the amendatory endorsement, including, but not necessarily limited to,
the additional insured endorsement, evidencing the insurance requirements of the AVHS shall be
subject to approval by the City's Risk Manager as to company, terms and coverage, and said
approval shall not be unreasonably withheld.
The CGL policy shall remain in full force and effect at the AVHS's sole expense for liabiliry for
property damage or personal injury that may occur in connection with activities or omissions by
the AVHS or its patrons, and provide coverage for the full term of this Agreement. The AVHS
shall insure that the City's Risk Manager is given thirty (30) calendaz days prior written notice,
by certified mail, of any cancellation, lapse, reduction or modification of such insurance. The
insurance policies aze to contain, or be endorsed to contain that the AVHS's insurance coverage
shall be primary insurance as respect to the City. Any insurance, self-insurance, or insurance
pool coverage maintained by the Ciry shall be excess of the AVHS's insurance and shall not
contribute to it. The AVHS shall have tlie right to maintain a deductible level of up to $5,000.00.
C. Release and Waiver of Subro ation: Any policy of insurance carried by either the
City or the AVHS pursuant to any obligation under this Agreement, shall,to the e�ent available,
contain a waiver of subrogarion clanse on the part of the insurer. Sucfi waiver shall apply to
damages to adjacent property. Notwithstanding any other provision of this Agreement, neither
the City nor the AVHS shall be liable to the other party or to any inswance company (by
subrogation or otherwise) insuring the other party for any loss or damage to any buildiag,
stnzcture or tangible personal propertyof the other occurring in or about the Shelter, even though
such loss or damage might have 6een occasioned by the negligence of such party, its agents or
employees, if such loss or damage is covered by insurance issued by an insurance carrier
authorized or licensed by the Insurance Commissioner of the State of Washington to issue lines
' of insurance, benefiting the party suffering such loss or damage or was required under the terms
of this Agreement to be covered by insurance by the party covering the loss..
Page 14 of 22 '
XXII. HOLD HARMi.ESS,INDEMNIFICATION
& INDUSTRIAL INSURANCE
A. Hold Harmless & Indemnificarion: Each party hereto agrees to be responsible and
assumes liability for iu own wrongful or negligent acfs or omissions, or those of its officers,
agents, or employees to the fullest exfent required by law. Each party agrees to save, indemnify,
defend, or hold the other party harmless against all liability, loss, damages,. and expenses,
including costs and attorney's fees, resulting from actions, claims and lawsuits arising oralleged
to have arisen, in whole or in part, out of or in consequence ofthe acts or failures to act of the
other party, its employees, its subcontractors, its agenu, or its assigns, which arise in any way
out of the performance of this Agreement. In the case of negligence of both the City and the
AVHS, any damages allowed shall be levied in proportion to the percentage of negligence _
attributable to each party, and each party shall have the right to seek contribution from the other
party in proportion to the percentage of negligence amibutable to the other pazty.
B. Industrial Insurance: The AVHS expressly waives any immunity under industrial
insurance whether arising from Title 51 of the Revised Code of Washington (RCVI� or any other
statute or source,to the extent of the indemnity set forth in this Article:
The City expressly waives any immpnity under industrial insurance whether arising from Title
51 of the Revised Code of Washington or any other statute or source, to the extent of the
indemnity set forth in this Article..
C. Extent of Indemnification: In the event that the AVHS is successful in proving
that any of the indemnity provided for herein is limited by RCW 4.24.115, the AVHS shall
defend, indemnify and hold harmless the indemnities to the full extent allowed by RCW
4.24.115. In no event shall the AVHS's obligations hereunder be lunited to the extent of any
insurance available to it. Likewise, in the event that the City is:successful in proving that any of
the indemnity provided for herein is limited by RCW 4.24:ll5, the City shall defend, indemnify
and hold harmless the indemnities to the full extent allowed by RCW 4.24.115. In no event shall
the Ciry's obligations hereunder be iimited to the extent of anyinsurance available to it.
XXIII. RELATIONSHIP OF PARTIES
A. AVHS Independent Contractor. The parties intend that an independent contractor
relationship shall be created by this Agreement. Nothing contained herein shall create the
relationship of principal and agent or of partnership or of joint venture between the parties
hereto, and neither the method of computation of consideration nor any otherprovision contained
herein shall be deemed to create any relationship between the parties hereto other 'than the
relationship of the City as granting a lease to the AVHS. The AVHS has the experience, abiliry,
and resources to develop and operate an animal shelter and is performing independent functions
and responsibilities within its field of expertise. The AVHS and its personnel aze independent
contractors and not employees of the City. No agent, employee, servant, or representative of the
AVHS shall be deemed to be an employee, agent, servant or representative of the Ciry. The
AVHS and its personnel have no authoriry to bind the City or to control the City's employees.
�
Page 15 of 22
As an independent contractor, the AVHS is responsible for its own management. The City's
administrarion and enforcement of this Agreement shall not be deemed an exercise of managerial
conh�ol over the AVHS or the AVHS's personnel.
B. No Third Partv Ri�hts Created: It is mutually understood and agreed that this
Agreement is solely for the benefit of the PARTIES hereto and gives no right to any other party.
XXIV. PERMITS, LICENSES,TAXES AND FEES
A. The AVHS shall obtain and at all .times maintain a current Auburn Business
License and shall obtain all health; and all other regulatory licenses and pemuu as may be
required or become necessary, including all construcuon and building permiu, necessary to
fulfill the AVHS's obligations under this Agreement at the AVHS's sole expense. Each party
agrees to execute such additional or other documents as may be required to fully implement the
intent of this Agreement.
B. As an independent contractor, the AVHS shall be solely responsible for all taxes,
fees and charges incurred, including but not limited to licerise fees, business and occupation
taxes; workers' compensation and unerriployment benefits,all federal, state, regional, county and
local taxes and fees, including income taxes, leaseholder taxes, permit fees, operating fees,
surcharges of any kind that apply to any and all persons, facilities, property, income, equipment,
materials, supplies or activities related to the AVHS's obligations under this Agreement.
XXV. WAIVER
Failure to enforce any provision of this Agreement shall not be deemed a waiver of that
provision.No waiver of any right or obligarion of either party hereto shal}be effective unless in
wiitiag, specifying such waiver, executed by the party against whom such waiver is sought to be
enforced. Waiver of any right or power arising out of this Agreement shall not be deemed waiver
of any other right or power.
XXVI. REMEDIES
In addition to all other remedies provided by law; the parties hereto agree that the actual
damages suffered by the Ciry may be difficult to calculate and �n the event of the abandonment
of the premises by the AVHS or edtry by the City becausebf breach or default by the AVHS, the
AVHS shall leave behind all of the Tenant Improvements identified in Exhibit"B."
XXVII. COSTS & ATTORNEY'S FEES
In any action brought to enforce any provision of this Agreement, including ac6ons to
recover sums due or for the breach of any covenant or condition of this Agreement, or for the
restitution of the Shelter to the City or eviction of the AVHS during the terrn or after expirauon
thereof; the substantially prevailing party shall be eatitled to recover from the other party all
reasonable costs and reasonable attorney's fees incurred, including the fees of accountants,
appraisers, and other p"rofessionals, at trial or on appeal, and without resort to suit.
Page 16 of 22
XXIII. ARTICLE HEADINGS,GENDER, & NUMBER
Article headings aze not to be construed as binding provisions of this Agreement;they are
for the convenience of the parties only: The masculine, feminine, singulaz and plural of any word
or words shall be deemed to include and refer to the gender and number appropriate in the
context.
XXIX. ENTIRE AGREEMENT
This Agreement and its Exhibits constitutes the entire Agreement between the parties,
and the Parties acknowledge that there are no other AgrBements, written or oral, t6at have not
been set forth in the te�ct of this Agreement.
XXX. NRISDICTION& VENUE
This Agreement shall be interpreted according to the laws of the State of Washington.
Any judicial action to resolve disputes arising out of this Agreement shall be brought in King
Counry Superior Court.
XXXI. ARBITRATION
Any controversy or claim arising out of or relating to this Agreement, or its breach, shall
be settled by azbitration admuristered by the American Arbitration Association under its
Commercial Arbitration Rules then in effect. The decision of the azbitrator(s) is final and
judgment theieon may be enforced by any court of competent jurisdiction. Notwithstanding the
foregoing, either party may seek injunctive relief in Washington state court.
XXXII. MODIFICATION
This Agreementmay only be modified by written instrument signed by both parties.
XXXIII. ILLEGAL PROVISIONS- SEVERABILI7'Y
Should anypart of this Agreement be found void,,illegal, or unenforceable, the balance of
the Agreement shall remain in full force and effect.
XXXIV. COUNTERPARTS
Tlils Agreement may be eicecuted simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the sanie
insVament.
IN WITNESS WHEREOF, this Agreement has been entered into between the City of
Aubum and Auburn Yalley Human Society, as of the day of , 2011.
Page 17 of 22
CITY OF AUBURN AUBURN VALLEY HUMANE SOCIETY
A Washingtonmunicipal corporation A Washington corporation
—� f-
roQ
Peter B. Lewis, Mayor Paul Pumilia; ' ent
APPROV AS FORM:
Suzanne N ; Secretary
D ' B. Heid, City Attomey
ATTEST:
/��',�/�✓
Danielle E. Daskam, City Clerk
LIST OF EXHIBIT5
Exhibit A- Legal Description of the Shelter Property
Exhibit B -Tenant Improvements Provided by the AVHS via the Ciry's $530,302.00 Allowance
. Page 18 of 22 �
EXHIBIT A:—LEGAL DESCRIPTION OF SHELTER PROPERTY
Pazcel # 3621049018
That part of the northeast quarter of the �southeast quarter of Section 36,
� . Tovmship 21 North, Range 4 East, W.M. , �in� King County, Washington, lying
east of the Northern Pacific Railway Company right-of-way;
EXCEPT the north 1 rod cleeded to the county for road purposea, and the
south 58.5 rods; AND EXCEPT' the west 70 feet thereof conveyed to King
County by Deed recorded under Recording Number 1826192.
Commonly known as 4910 "A".Street.SW Auburn, WA 98092
Page 19 of 22
EXHIBIT B
TENANT IMPROVEMENTS PROVIDED BY THE AVHS VIA THE CITY'S
$530,302.00 ALLOWANCE
The City shall make available $530,302.00 for the AVHS to use towazd tenant improvemenu for
the following purposes:
1. Construct improvements as per the plans provided:by T Kennels,Inc
2. Sawcut and remove as necessary concrete slab for new concrete at the canine kennels
3. Select demolition of interior wallsand ceilings per plans provided by Keimig Associates
(attached plans dateil Mazch 10,2011)
4. Selective demolition and removal of existing plumbing, HVAG, and electrical
5. Pour approximately 1500sf of new concrete slab at the canine kennels
6. Install trench drains and concrete curbs
7. All framing and for new eicterior doors
8. New interior finishes as shown omthe plans providedbyT Kennels, Ina
9. Sound insulation in interior finishes
10. All cabinetry
11. Interior door replacement and new door hazdwaze.and vaindows in doors
12.New interior walls &atned with metal studs
13. New interior walls with 5/8" drywall with a smooth wall finish
14. 5/8" moisture boazd at all potential wet azeas
15. Patch and re-texture remaining walls to match new interior finish
16. New walls receive a level fow finish
17. Paint all interior finishes
18. Replace all interiorceiling tiles with water resistant tile
19. Install coved and welded sheet vinyl throughout the facility
20. Sealed concrete in canine area
21. SOOOsf of fiberglass reinforced panelsup to 6'
22. Interior plumbing for: 3 water closets, 1 urinal, 2 Iayatories, l kitchen sink, 1 —50 gallon
electric water heater, 5 stainless steel hand sinks, 1 dishwasher rough in, 1 wash machine,
1 bath tub rough-in(owner supplied), 5 hose reels for kennel wash down, 80ft trench
drains for dog kennel wash out
23. Replacement of two roof mount HVAC uniu with new Carrier 5 ton units with
economizers
24. New HVAC unit for Kennel azea with added ventilation system at feline isolation
25. New 5-ton RTU and duct system
26. Interior electrical � '
27: Fire alartn
See also proposed Floor Plans—part of this Exhibit"B."
Page 20 of 22 '
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Page 22 of 22
Auburn Valley
Humane0 \,
society ' C 2 1'
Ciian9inq Lives_ghat'Paws at a lime! = `
4910 A Street SE Yop�� • e6",;.)
Auburn WA 98092 (37-Fi4„
253-249-7849/ pmorgan@auburnvalleyhs.org
EIN #45-0638467
December 31, 2018
Office of the Mayor
25 West Main Street
Auburn, WA 98001
Dear Mayor Backus,
As per section II, Terms of Agreement (page 1 of 22) of the Professional Services Agreement between
the City of Auburn and the Auburn Valley Humane Society,Auburn Valley Humane Society is notifying
the City of Auburn of the intent to exercise the right to an extension of the Agreement for an additional
seven (7)years under the same terms and conditions starting January 1st 2020.
Additionally, Auburn Valley Humane Society is notifying the City of Auburn of our intent to exercise
item one- revision to Section II (page 1 of 9) of the Addendum to the Professional Services Agreement
between the City of Auburn and the Auburn Valley Humane Society Relating to Animal Licensing
Services for the first of the seven (7) renewal options under the same terms and conditions starting
January 1st 2020.
Auburn Humane Society sincerely appreciates our relationship with the City of Auburn, and I look
forward to a continued successful relationship of animal care services and licensing we have shared
over the past years.
If you have any questions, please feel free to contact me.
Sincerely,
6, ,6bny,
hil Morgan
President/CEO
Auburn Valley Humane Society
A VHS Mission Statement
The Auburn Valley Humane Society enriches the lives of companion animals and people through animal
sheltering,programs,services and community engagement
A \,�,a
Auburn Valley
Humane
Society
Cnanjinn.Cines...Tour l'aws of a Time!
4910 A Street SE
Auburn WA 98092 ,
253-249-7849/ pmorgan@auburnvalleyhs.org �'�� .
EIN #45-0638467
December 31, 2018
Office of the Mayor
25 West Main Street
Auburn, WA 98001
Dear Mayor Backus,
As per section XVI, Addresses for Notice (page 11 of 22) of the Professional Services Agreement
between the City of Auburn and the Auburn Valley Humane Society,Auburn Valley Humane Society is
notifying the City of Auburn of a change of address. Please address all future notices regarding this
Agreement to 4910 A Street SE, Auburn, WA 98092 and remove the 1402 Lake Tapps Parkway E Ste.
104#385,Auburn,WA 98092-8157 and additional copy to Gibson&Jarvey, Inc. P.S.,901 E. Main Street,
Auburn, WA 98092.
If you have any questions, please feel free to contact me.
Sincerely,
'hil Morgan
President/CEO
Auburn Valley Humane Society
A VHS Mission Statement
The Auburn Valley Humane Society enriches the lives of companion animals and people through animal
sheltering,programs,services and community engagement