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HomeMy WebLinkAbout5557 RESOLUTION NO. 5557 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF AUBURN AND E&K FARMS, LLC FOR GRAZING ANIMAL SHELTERING SERVICES THAT CANNOT BE HELD AT THE CITY'S PRIMARY CONTRACT SHELTER WHEREAS, the City of Auburn has a need for temporary animal sheltering services related to domesticated animals that cannot be held at the City's primary contract shelter. WHEREAS, E&K Farms, LLC, can provide those services for the City as an independent provider, and is willing to do so in a professional manner and at a cost and under terms acceptable to the City. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, RESOLVES as follows: Section 1. The Mayor is authorized to execute an Agreement between the City and E&K Farms, LLC, which agreement will be in substantial conformity with the agreement attached as Exhibit A. Section 2. The Mayor is authorized to implement those administrative procedures necessary to carry out the directives of this legislation. Resolution No. 5557 October 14, 2020 Page 1 of 2 Rev. 2019 Section 3. This Resolution will take effect and be in full force on passage and signatures. Dated and Signed:c-N_c\Qx-n\-s CITY OF AUBURN • . .. . 311110 , AN : CKUS, MAY•R ATTEST: APPROVED AS TO FORM: awn Campbell, MMC, City Clerk Kendra Comeau, City Attorney Resolution No. 5557 October 14, 2020 Page 2 of 2 Rev. 2019 CITY OF AUBURN AGREEMENT FOR SERVICES THIS AGREEMENT made and entered into on thisa - day ofcp,, . 2020 ("Effective Date"),by and between the City of Auburn, a municipal corporation of the State of Washington(the "City"), and E&K Farms,LLC, 3040 B St.NW,Auburn, WA 98001, (the"Provider"). RECITALS: 1. The City wants to enter into a contractual agreement with the Provider for temporary animal shelter services related to domesticated animals that cannot be held at the City's primary contract shelter. 2. The City has determined it is in the City's best interest to enter into this agreement with the Provider for this work. 3. The Provider is qualified and able to provide the desired animal shelter services. AGREEMENT: In consideration of the mutual promises contained in this agreement,the parties agree as follows: 1. Scope of Services The Provider agrees to perform the tasks described on Exhibit"A". The Provider will perform the services as an independent contractor and will not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. 2. Additional Services If additional services with respect to related work are required beyond those specified in the Scope of Work, and not included in the compensation listed in this Agreement,the parties will amend this Agreement before the Provider performs the additional services. However, Provider agrees that it will perform additional services on the written request of an authorized representative of the City pending execution of an Amendment. 3. Provider's Representations The Provider represents and warrants that it has all necessary licenses and certifications to perform the services provided for in the Agreement, and is qualified to perform those services. 4. City's Responsibilities The City shall: a. notify Provider when new animals are going to be sheltered on the property, and for how long; and b. manage all redemptions and adoptions through coordination with Animal Control Officers; and c. accept all fees for redemption and adoption,payable to the Auburn City Clerk's Office. 5. Compensation As compensation for the Provider's performance of the services provided for in this Agreement, the City shall pay the Provider the fees and costs specified in Exhibit "B". These payments shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, overhead, profit, and incidentals necessary to perform the work specified in Exhibit"A". The Provider shall submit to the City an invoice or statement of time spent on tasks included in the scope of work, and the City upon acceptance of the invoice or statement shall process the invoice or statement in the next billing/claim cycle, and shall remit payment to the Provider, subject to any conditions or provisions in this Agreement or Amendment.. Copies of original supporting documents shall be supplied to the City upon request. The not-to-exceed amount for this agreement is $10,000 per year. The Provider will not undertake any work or otherwise financially obligate the City in excess of this amount without prior written authorization. 6. Time for Performance,Term,and Termination of Agreement The Provider shall not begin any work under this Agreement until authorized in writing by the City. The Provider shall perform the services in accordance with the direction and scheduling provided on Exhibit "A", unless otherwise agreed to in writing by the parties. The term of this Agreement is two (2)years from the Effective Date. Either party may request renewal of this Agreement upon thirty (30) days written notice to the other party prior to the end of the term. Renewal of this Agreement requires execution of an Amendment with signature of both parties. Either party may terminate this Agreement upon thirty(30) days written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. If this Agreement is terminated through no fault of the Provider, the Provider shall be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit"B". Upon receipt of a termination notice, the Provider shall promptly discontinue all services affected and deliver to the City all animals, equipment, fencing, sheltering materials, and any other property of the City including reports, documents, and written materials as the provider may have accumulated, prepared, or obtained in performing this Agreement, whether fully or partially completed. 7. Ownership and Use of Documents All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials created or otherwise prepared by the Provider as part of his performance of this Agreement(the "Work Products")shall be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City and shall be subject to the requirements of the Public Records Act, Chapter 42.56 RCW. 8. Records Inspection and Audit All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement shall be subject to inspection and audit by the City for a period of up to three (3)years from the final payment for work performed under this Agreement. If any litigation,claim,dispute, or audit is initiated before the expiration of the three (3)year period, all records and books of accounts pertaining to any work performed under this Agreement shall be retained until all litigation, claims, disputes, or audits have been finally resolved. 9. Continuation of Performance In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Provider agrees that, notwithstanding such dispute or conflict,the Provider shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 10. Administration of Agreement This Agreement shall be administered by Bob Droll, on behalf of the Provider, and by the Mayor of the City, or designee, on behalf of the City. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: Traffic Sergeant City of Auburn E and K Farms 340 East Main St Address 20326 SE Green Valley RD Auburn WA 98002 Auburn, WA. 98092 Phone: 253.876-1932 Email: Fax: 253.931.4005 JodiW(watersandwoodinc.com Email: Phone: 206-719-5045 jnordenger cr auburnwa.gov 11. Notices All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or sent by regular mail, postage prepaid, [by certified mail, return receipt requested,] and addressed, if to a party of this Agreement, to the address for the party set forth above. If addressed to a non-party, the notice shall be sent, in the foregoing manner, to the address designated by a party to this Agreement Either party may change its address by giving notice in writing to the other party. 12. Insurance The Provider shall procure and maintain for the duration of this Agreement, at its sole expense, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of this Agreement by the Provider, or the Provider's agents, representatives, employees, or subcontractors. Provider's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Provider to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Service Provider shall obtain insurance of the types described below: a. Automobile Liability insurance, covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. Provider shall maintain automobile insurance with minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. b. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products- completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Provider's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate, and a $2,000,000 products- completed operations aggregate limit. c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. For Automobile Liability and Commercial General Liability insurance, the policies are to contain, or be endorsed to contain that Provider's insurance coverage shall be primary insurance as respects the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Provider's insurance and shall not contribute with it. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M. Best rating of not less than A:VII. The Provider shall furnish the City with certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Provider before commencement of the work. The city reserves the right to require that complete, certified copies of all required insurance policies be submitted to the City at any time. The City may withhold payment if the Provider does not full comply with this request. If the Provider maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Provider, irrespective of whether such limits maintained by the Provider are • greater than those required by this contract or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Provider. Failure on the part of the Provider to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days' notice to the Provider to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Provider from the City. The provider will provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. Failure by the Provider to maintain the insurance as required shall constitute a material breach of this agreement, upon which the City may, after giving five (5) business days' notice to the Provider to correct the breach, immediately terminate the agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the City's sole discretion, offset against funds due the Provider. 13. Indemnification/Hold Harmless Except for injuries and damages caused by the sole negligence of the City, the Provider shall defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits of every kind, including attorney fees and litigation expenses, arising out of or in connection with any alleged act, omission, professional error, fault, mistake, or negligence of the Provider, its employees, agents, representatives, or subcontractors, including employees, agents, or representatives of tits subcontractors, made in the performance of this Agreement, or arising out of worker's compensation, unemployment compensation, or unemployment disability compensation claims. If is further specifically and expressly understood that this indemnification includes the Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 14. Assignment Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party. No assignment or transfer of any interest under this Agreement shall release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 15. Nondiscrimination The Provider may not discriminate regarding any services or activities to which this Agreement may apply directly or through contractual, hiring, or other arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or where there is the presence of any sensory, mental or physical handicap. 16. Amendment, Modification or Waiver No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or the party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver, approval or acceptance, or payment by any party shall not affect or impair that party's rights arising from any default by the other party. 17. Parties in Interest This Agreement is binding upon, and the benefits and obligations hereto shall inure to and bind, the parties and their respective successors and assigns, although this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 18. Costs to Prevailing Party In the event of litigation or other legal action to enforce any rights, responsibilities or obligations under this Agreement, the substantially prevailing parties shall be entitled to receive its reasonable costs and attorney's fees. 19. Applicable Law This Agreement and the rights of the parties shall be governed by with the laws, regulations, and ordinances of the City, of the State of Washington, and King County. Venue for any action involving this agreement shall be in the county in which the property or project is located, and if not site specific, then in King County. It is agreed that any applicable statute of limitation shall commence no later than the substantial completion by the Provider of the services. 20. Captions, Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. Where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 21. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity of the remaining provisions. 22. Entire Agreement This Agreement contains the entire understanding of the parties in respect to the transactions contemplated and supersedes all prior representations, agreements and understandings between the parties, either oral or written. 23. Non-Availability of Funds Every obligation of the City under this Agreement is conditioned upon the availability of funds appropriated or allocated for the performance of such obligation; and if funds are not allocated and available for the continuance of this Agreement, then this Agreement may be terminated by the City at the end of the period for which funds are available, according to the termination provision set forth above. No liability shall accrue to the City in the event this provision is exercised, and the City shall not be obligated or liable for any future payments or damages as a result of termination under this Section. 24. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN E&K FA , C 1a€Ba , MaJTLE9" Federal Tax ID No: ) 6' 113 Approved as to form: Ke. dra Comeau, City Attorney EXHIBIT A Scope of Services The Provider will provide the following services in a good and professional manner: • Shelter for non-companion animals and all animals that are not permitted to be sheltered by the Auburn Valley Human Society including but not limited to horses, cows, sheep, pigs, goats, fowl, etc. • Keep the property in a neat, clean, safe, and sanitary condition, and in compliance with all applicable codes and laws. • Furnish all cleaning supplies and materials, other expendable supplies, such as light bulbs and heat, needed to operate and provide appropriate shelter for all animals. • Purchase and appropriately feed animals with only the food as determined appropriate by the animal control officer or authorized equivalent as part of the animal's"care plan." • Ensure that an adequate supply of fresh,potable water is available for the animals at all times. • Provide disposal (rendering or cremation) services for animals deceased upon arrival or during time of sheltering. • Provide shelter for impounded animals, awaiting disposition by the courts, until such time that the court reaches final disposition of the case. • Provide veterinary care to animals, after receiving written permission from the City to incur any associated costs, in accordance with Exhibit B. • Provide staff to allow for animal redemption during regular business hours. • Maintain complete records of animals received and animals disposed of on behalf of the City. The Provider will also allow Auburn Police Department Animal Control Officers, or authorized equivalent, access to the Property at all hours. If access is required after 6PM and before 6AM, the Auburn Police Department will notify E&K Farms in advance by telephone. E&K Farms cannot unreasonably deny access to animals by the Auburn Police Department. EXHIBIT B Compensation As compensation for the Provider's performance of the services provided, the City shall pay the Provider according to the following schedule: Poultry $25/day Goats and Sheep $30/day Pigs and Cattle $35/day Horses, Mini Equine, Donkeys and Mules $40/day Stallions $50/day The City has a right to recover these fees from individuals redeeming any animals from impound. Further, the Provider shall provide advance notification to the City in writing if an animal is to exceed $150 inclusive of veterinary care, food, and sheltering. The not-to-exceed amount for this agreement is $10,000 per year. The Provider will not undertake any work or otherwise financially obligate the City in excess of this amount without prior written authorization.